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20240308_DOID_Laporan Informasi dan Fakta Material_31595781_lamp1.pdf
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Page 1 OCR 0.906
INFORMATION DISCLOSURE TO THE SHAREHOLDERS OF PT DELTA DUNIA MAKMUR TBK IN RELATION TO THE PLAN FOR SHARES REPURCHASE As referredto Ion No. 29 Year 2023 THE BOARD OF DIRECTORS AND COMISSIONERS OF THE COMPANY, INDIVIDUALLY OR COLLECTIVELY, ARE HEREBY FULLY RESPONSIBLE FOR TRUTHFULNESS AND COMPLETENESS OF ALL INFORMATION OR MATERIAL FACTS DISCLOSED IN THIS INFORMATION DISCLOSURE, AND REAFFIRM THAT AFTER THOROUGH REVIEW AND TO THE BEST OF THEIR KNOWLEDGE AND UNDERSTANDING, THAT THE MATERIAL INFORMATION CONTAINED WITHIN IS TRUTHFUL, AND THERE IS NO OTHER MATERIAL FACT THAT HAVE NOT BEEN DISCLOSED OR OMITTED TO THE EXTENT IT CAUSES THE INFORMATION PROVIDED BECOMES INACCURATE OR MISLEADING. IF ANY READER IS EXPERIENCING DIFFICULTY TO FULLY UNDERSTAND THE INFORMATION CONTAINED WITHIN THIS INFORMATION DISCLOSURE, READERS ARE ADVISED TO CONSULT A BROKER, INVESTMENT MANAGER, LEGAL ADVISOR, PUBLIC ACCOUNTANT OR ANY OTHER PROFESSIONAL ADVISOR. —— 8 Delta Dunia &$ - — punia sg Business Activities Ronald Sutardja Services, mining, trading, development and/or construction President Director Domi led in South Jakarta, Indonesia Head Office: South Guarter Tower A, Penthouse FI. Jl. R.A. Kartini Kav 8, Cilandak Barat Jakarta 12430, Indonesia Phone t62.21.30432080 Fax. #62.21.30432081 Website: www.deltadunia.com Email: iteam@deltadunia.com REPURCHASE OF SHARES ISSUED BY THE COMPANY AND REGISTERED THROUGH THE INDONESIAN STOCK EXCHANGE SHALL BE CONDUCTED IN REFERENCE TO LAW NO. 40 YEAR 2007 ABOUT LIMITED LIABILITY COMPANIES (“LAW 40/2007”) AND OJK REGULATION NO. 29 YEAR 2023 ABOUT REPURCHASE OF SHARES ISSUED BY PUBLIC COMPANIES (“POJK 29/2023”). IN ACCORDANCE WITH LAW 40/2007 AND POJK 29/2023, THE AMOUNT OF SHARES TO BE REPURCHASED SHALL NOT EXCEED 1094 (TEN PERCENT) OF TOTAL PAID CAPITAL, WITH THE CONDITION THAT MINIMUM OUTSTANDING SHARES IS 7.596 (SEVEN POINT FIVE PERCENT) OF TOTAL PAID CAPITAL. This Information Disclosure is issued in Jakarta on 8 March 2024.
Page 2 OCR 0.931
DESCRIPTION ABOUT THE PLAN FOR THE COMPANY'S SHARES REPURCHASE A. Timeline on the execution of Company's Shares Repurchase The Company intends to execute a Share Repurchase of the Company's shares that have been issued and registered through the Indonesian Stock Exchange (“Transaction”), by referring to Law 40/2007 and POJK 29/2023 which will be conducted gradually over the period of 12 (twelve) months starting from 19 April 2024 to 18 April 2025. The Share Repurchase shall be conducted through trades on Indonesian Stock Exchange. B. Cost estimates for the Shares Repurchase and total nominal value of shares to be repurchased 1. Cost estimates forthe Shares Repurchase The Company shall allocate a fund not to exceed USD 35,000,000 (thirty five milion United States Dollar) or eguivalent to Rp. 548,555,000,000 (five hundred fourty eight billion five hundred fifty five million Rupiah) at the exchange rate of USD 1 - Rp. 15,673,-forthe execution of Share Repurchase, sourced from Retained Earnings. The fund shall be inclusive of transaction cost, brokerage fees, and other fees in relation to the Share Repurchase transaction. Determination of the fund allocation for Share Repurchase was done reference to Art. 37 par. 1 (a) of the Company Law which states that “the execution of share repurchase shall not cause the Company's net assets to be lower than the amount of capital fully issued and paid plus the mandatory allocation of reserves 2. Value and total shares to be repurchased In accordance with Article 37 paragraph 1 letter (b) Law 40/2007, the total shares to be repurchased shal not exceed 1096 (ten percent) of total paid capital, under a condition that minimum total outstanding is 7.544 (seven point five percent) from total paid capital. C. Consideration of Share Buyback Considerations for buying back shares by the Company include, but are not limited to: a. Providing added value to the Company's Shareholders apart from dividend distribution, and b. Implementation of a share ownership program by employees as one of the Company's efforts in the employee retention program. D. Composition of the Company's Shareholders as of September 30 2023 and the Company's Plans for Treasury Shares The shareholders composition of the Company on 30 September 2023 is as follows:
Page 3 OCR 0.869
Amount of Nominal Value 9 Shares Rp 50,- per share 4 Authorized Shares 27,000,000,000 Fully issued and paid capital 1 Northstar Tambang Persada Ltd 3,264,000,000 | 163,200,000,000 | 37.860 2 Ronald Sutardja (President Director) 22,760,000 1,138,000,000 | 0.264Yo 3 Sorimuda Pulungan (Director) “) 13,559,500 677,975,000 | 0.157Y6 4 Publi 4,036,351,632 | 201,817,581,600 | 46.819Y4 Total Issued Shares 7,336,671,132 | 366,833,556,600 | 85.101”4| 5 Treasury Shares 1,284,502,100| 64,225,105,000 | 14.899Y6 Total Fully Issued and Paid Capital 8,621,173,232 | 431,058,661,600 | 100.000”4 Shares in Portfolio 18,378,826,768 ) Mr Sorimuda Pulungan submitted his resignation on 29 August 2023 which was approved at the Extraordinary General Meeting of Shareholders on 18 December 2023 In relation to all treasury shares currentiy owned by the Company, we are carrying out a transfer process with the following details: A total of 862,117,300 (eight hundred sixty two million one hundred seventeen thousand three hundred) shares will be transferred through a share ownership program by employees and/or directors and board of commissioners: 2. Atotal of 422,384,800 (four hundred twenty-two million three hundred eighty-four thousand eight hundred) shares will be transferred through capital reduction. Thus, the estimated composition of the Company's shareholders after the treasury share transfer process is as follows: Amount of Nominal Value 9 Shares Rp 50,- pershare Ld Authorized Shares 27,000,000,000 issued and paid capital Northstar Tambang Persada Ltd 3,264,000,000 | 163,200,000,000 | 39.811Yc Ronald Sutardja (President Director) 22,760, 000 1,138,000,000| 0.278Y6: Sorimuda Pulungan (Director) ") 13,559,500 677,975,000| 0.165Y6. Publi 4,898,468, 932 | 244,923,446,600 | 59.746Y6 Total Fully Issued and Paid Capital 8,198,788,432 | 409,939,421,600 |100.000Y5 Shares in Portfolio 18,301,211,568 ”) Mr Sorimuda Pulungan submitted his resignation on 29 August 2023 which was approved at the Extraordinary General Meeting of Shareholders on 18 December 2023 Total shares to be repurchased shall not exceed 819,878,000 (eight hundred and nineteen million eight hundred and seventy eight thousand) shares with a nominal value of Rp. 50,- (fifty Rupiah) per share, amounting to Rp 40,993,900,000 (forty billion nine hundred ninety three million nine hundred thousand Rupiah) and herefore shall not exceed 1096 (ten percent) from total fully issued and paid capital of the Company.
Page 4 OCR 0.927
Assuming the allocated fund for Share Repurchase is sufficient to purchase the maximum number of shares of 819,878,000 (eight hundred and nineteen million eight hundred and seventy eight thousand) shares through trades on the Stock Exchange that comes from shares owned by public, then the proportion of public ownership will decline to 49.746 (fourty nine point seventy four percent). Lu Limitation of share price forthe Shares Repurchase The Company's Shares Repurchase will be executed at a price that is considered right and fair by the Company while considering that offer price for the Shares Repurchase shall be done at a lower or egual to the transaction price that closed immediately prior, in accordance with prevailing provision on POJK 29/2023. Pa Methods used to carry out the Shares Repurchase 1. The extension of Shares Repurchase shall be conducted throughout the period of 19 April 2024 to 18 Ap 2025 through a trading in the Indonesia Stock Exchange. 2. Every party who is a: a. Commissioner, Director, Employee and the Main (Majority) Shareholder of the Company, b. An individual who, due to his position or profession or by his business relationship with the Company, has the potential of receiving insider informatioi C. A party who is no longer fall into the definition of point a and b above within the last 6 (six) months, Iis forbidden from executing any transaction related to the shares of the Company within the Shares Repurchase Period. G. Source of funds that will be used for the Share Buyback implementation The source of funds that will be used forthe Share Buyback implementation comes from the Company's internal funds.
Page 5 OCR 0.888
MANAGEMENT'S DISCUSSION AND ANALYSIS ON THE IMPACT OF THE SHARES REPURCHASE TO THE BUSINESS ACTIVITIES AND GROWTH OF THE COMPANY A. The estimation of the Company's revenue reduction as the impact of Shares Repurchase and its impact to the Company's costs Assuming the Company uses its internal cash for the Shares Repurchase up to USD 35,000,000 (thirty five milion United States Dollar) or eguivalent to Rp. 548,555,000,000 (five hundred fourty eight billion five hundred fifty five million Rupiah), then the Assets and Eguity of the Company will decline by USD 35,000,000 (thirty five milion United States Dollar) or eguivalent to Rp. 548,555,000,000 (five hundred fourty eight billion five hundred fifty five million Rupiah). In relation to the Transaction, the impact to the Company's operational expenses is not material, and therefore the statement of profit or loss of the Company is estimated to remain aligned with the Company's target. Considering the above, then the Company is of the opinion that the execution of the Company's Shares Repurchase will not negatively impact the business of the Company in a material way, considering the Company has sufficient capital and cash flows to carry out the Transaction in parallel with running the Company's core business. B. Proforma of the Company after the execution of the Shares Repurchase plan The Company is of the opinion that the Shares Repurchase will not negatively impact in a material way on the Company's business activities and growth, because the Company currently has sufficient capital and cash flows to execute and fund the Company's activities, growth, operations, and the Shares Repurchase. | The 9 (nine) months period ending | September 30, 2023 | Description Stated in USD unless otherwise stated | Impact of | Before Shares Treasury Shares After Treasury | Impact of Shares| After Shares | Buyback Shares Transfer Buyback Buyback Transfer Total Asset 1,563,121,827 23,393446| 1,586,515,273 | (35,000,000)| 1,551,515,273 Total Liability 1,301,600, 949 1,301,600, 949 1,301,600, 949 “Eguity 261,520,878 23,393,446 284,914,324 (35,000, 000)| 249,914,324 Current Period Profit 21,662491 21662491 21,662491 Net Profit per Share 0.00295 0.00264 0.00244 Number of outstanding shares 7,386,671,132 862,117,300 8,198,788,432 | (819,878,000)| — 7,378,910,432 Return on Asset (ROA) (Yo) 1.396 1370| 14096 (Return on Eguity (ROE) (Yo) 8.280 7.605 | 8.67 SUPPLEMENTAL INFORMATION For shareholders who need supplemental information in relation to the Shares Repurchase, please contact: PT Delta Dunia Makmur Tbk South Guarter Tower A, Penthouse FI Jl. R.A. Kartini Kav 8, Cilandak Barat Jakarta 12430 - Indone: Phone #62.21.30432080 Fax. #62.21.30432081 Website: www.deltadunia.com Email: irteam@deltadunia.com
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