Herewith notified to all the Shareholders of the Company that Annual & Extraordinary General Meeting of Shareholders (“Meeting”) of the Company shall be held on Thursday, 28 June 2018.
The announcement of the Meeting will be published in 1 (one) Indonesian daily newspaper on Wednesday, 06 June 2018 pursuant to the Financial Services Authority Regulation (FSA) No. 32/POJK.04/2014 regarding Planning and Conducting of General Meeting of Shareholders (“POJK 32/2014”).
Those entitled Shareholders to attend or to be represented in the Meeting are the Shareholders whose name is recorded in the Company’s Register of Shareholders at 16:00 Western Indonesian Time on Tuesday, 05 June 2018.
Every proposed subject of the Shareholders will be included in the Meeting agenda if it meets the requirements of Article 12 paragraph 1 of POJK 32/2014, which stated that the written proposal of the Shareholder should be submitted and received by the Board of Directors of the Company at least 7 (seven) days prior to the date of the Announcement, which is the latest on Tuesday, 29 May 2018.
Subsequently, regarding on the agenda of the Extraordinary General Meeting of Shareholders (“EGM”) is the approval of the Company’s proposal of capital increase without issuing pre-emptive rights, plan of Conflict of Interest Transaction and capital increase by issuing pre-emptive rights, therefore, the Company will disclose the information together with the notification as detailed below:
| INFORMATION DISCLOSURE TO THE SHAREHOLDERS REGARDING THE PLAN OF CAPITAL INCREASE WITHOUT ISSUING PRE-EMPTIVE RIGHTS(CIWPR), CONFLICT OF INTEREST TRANSACTION, AND CAPITAL INCREASED BY ISSUING PRE-EMPTIVE RIGHTS (RIGHT ISSUE) |
IF YOU EXPERIENCE DIFFICULTY OF UNDERSTANDING ON INFORMATION AS WRITTEN IN THE INFORMATION DISCLOSURE OR ANY DOUBT IN MAKING DECISIONS RELATING TO MATTERS INFORMED IN THIS DISCLOSURE, YOU ARE SUGGESTED TO CONSULT WITH BROKERAGE FIRM, INVESTATION MANAGER, LEGAL COUNSEL, PUBLIC ACCOUNTANT OR ANY OTHER PROFESSIONAL ADVISORS. THE INFORMATION IN THIS DISCLOSURE IS IMPORTANT TO BE READ AND UNDERSTOOD BY SHAREHOLDERS OF PT BUKIT ULUWATU VILLA TBK (“COMPANY”)
1.Bukit Uluwatu Villa Tbk
Domiciled in Badung, Bali – Indonesia
Business Activities :
Accomodation Services (Cottage) and Hospitality
Headquarter :
Alila Villas Uluwatu, Jalan Belimbing Sari, Desa Pecatu, South Kuta
Badung – Bali
Telp : +62 361 848 2166
Fax : +62 361 848 2188
Branch Office :
Talavera Office Park Fl.12, Jalan TB Simatupang Kav. 22-26, South Jakarta
Telp : +62 21 7592 4475
Fax : +62 21 7592 4476
Website : https://staging.buvagroup.com/
The Information Disclosure as contained in this Notification is made to the Shareholders of the Company with respect to the plan to make Capital Increase without Issuing Pre-Emptive Rights (“CIWPR”) with reference to POJK 38/2014 (as defined below) and the regulation No.I-A (as defined below) as well as the provisions of Article 4 of the Company’s Article of Association, and conducting the Conflict of Interest Transaction with reference to the regulation of Capital Market Supervisory Agency and Financial Institution (Now: Financial Services Authority) No. IX.E.1, and the attachment of decision of Chairman of Capital Market Supervisory Agency and Financial Institution No. Kep-412/BL/2009 and the plan to make Capital Increase by issuing Pre-emptive Rights (“Right Issue”) with reference to POJK Nomor 32/POJK-04/2015 on Capital Increase of Public Listed Company by Providing the Right Issue, in the framework of developing Company’s business.
In relation to the Company’s plan to implement Stock Split with ratio 1 : 2, the approval of Shareholders will be granted on EGM which will be held on 28 June 2018, therefore, all the plans of CIWPR, Conflict of Interest Transaction and Right Issue will be executed by the Company after the commencement of trading of shares, with new value which is Rp50 (fifty Rupiah) per share.
Therefore, the Company discloses Information Disclosure to the Shareholders of the Company concerning the plan of CIWPR, Conflict of Interest Transaction, and the plan to Right Issue.
BOARD OF COMMISSIONERS AND DIRECTORS OF THE COMPANY EITHER INDIVIDUALLY OR COLLECTIVELY, SOLELY RESPONSIBLE FOR COMPLETENESS AND ACCURACY OF THE INFORMATION CONTAINED IN THIS DISCLOSURE AND AFTER CONDUCTING ADEQUATE RESEARCH AND EXAMINATION, AFFIRMING THAT THE INFORMATION IS TRUE AND NO MATERIAL FACTS HIDE OR DISCLAIMER MAY BE MADE OR RESULT THE INFORMATION OR MATERIAL FACTS IN THIS ANNOUNCEMENT TURNS NOT TRUE AND/OR MISLEADING.
This Disclosure Information is published on 22 May 2018 in Jakarta
| INTRODUCTION |
The information as contained in this Information Dsiclosure is made by the Board of Directors and the Board of Commissioners of the Company to the Shareholders to be fully informed of the Company’s plan for Capital Increase without Pre-emptive Rights (“CIWPR”), Conflict of Interest Transaction, and Capital Increase by Issuing Pre-emptive Rights (“Right Issue”) which will be proposed by the Company and may become a basis consideration of the Shareholders of the Company in order to grant its’ approval in the EGM.
The execution of CIWPR will be conducted by the Company, immediately after the commencement of trading share with new value, which is Rp50 (fifty Rupiah) per share.
If the EGM approves the Stock Split plan, so pursuant to POJK 38/2014 and IDX Regulation No. I-A, herewith the Board of Directors on behalf of the Company notifies to the Shareholders that the Company plans to execute CIWPR as much as 681,126,000 common shares.
Based on the prevailing regulation, including POJK 38/2014 and also the Article of Association of the Company, the plan of CIWPR requires the approval of EGM.
| REASON AND BACKGROUND |
Based on POJK 38/2014, the Company may conduct CIWPR to its’ Shareholders as stipulated in Capital Market regulations, which regulating the Right Issue, either to improve its’ financial position or other purposes of improving its’ financial position.
As for performing CIWPR with purpose other than improving its’ financial position as referred to POJK 38/2014, the CIWPR can only be conducted at most 10% (ten percent) of the paid-up capital as stated in the Article of Association which has been notified and received by the authorized Minister at the time of the EGM notification, with the following provisions: (a) the Capital Increase without Pre-emptive Rights except the Share Ownership Program (SOP) is conducted in 2 (two) years since EGM for CIWPR; and (b) the Capital Increase without Pre-emptive Rights in the event of the SOP is conducted in 5 (five) years since the EGM for CIWPR.
In addition, we convey that in the framework of expanding the business activities of the Company and its’ Subsidiaries, the Company considered the need to strengthen the capital structure and increase the liquidity of shares listed on the stock exchange.
Therefore, the Company plans to do Stock Split foremost, then followed by the CIWPR.
Up to the issuance of this Information Disclosure, there are 3,405,634,600 shares which have been issued and paid by the Company. Thereto, the Company intends to issue as much as 340,563,000 (three hundred forty million five hundred sixty three thousand) New Shares in the CIWPR with a nominal value of Rp50 (fifty Rupiah) per share.
Immediately, after the commencement of trading in the Cash Market on the new nominal value of shares post the Stock Split, Rp50 per share, there will be 6,811,269,200 issued and paid-up capital of the Company. In relation to the foregoing, the Company intends to issue as much as 681,126,000 (six hundred eighty one million one hundred twenty six thousand) New Shares with a nominal value of Rp50 (fifty Rupiah) per share in the event of this CIWPR.
The plan of the Company will be conducted pursuant to its’ Article of Association, prevailing regulations, as well as does not contradict to the previous agreements made by the Company.
| INFORMATION ON THE PLAN OF CIWPR |
This CIWPR can be directly implemented once it is approved by the EGM. All the New Shares are common shares which have the same rights to other common shares which have been fully paid-up and recorded in Indonesia Stock Exchange (“IDX”).
Pursuant to the Regulation No. I-A, the New Shares of the Company cannot be traded for at least 1 (one) year as of IDX enlisting with the aim of protecting the interests of non-controlling shareholders.
The determination of the effectuation price for the Company’s New Share will be conducted with reference to the prevailing regulation part V.1.1 of IDX Regulation No. I-A, which is at least equal to the average closing price of the Company’s shares recorded during the period of 25 (twenty five) consecutive trading days in the Regular Market before the Company publishes the Notification of EGM for agenda of CIWPR approval.
The following is the information of the Company’s closing price during the period 25 (twenty five) consecutive trading days before 22 May 2018 which is the date of EGM Notification of the Company:
| No. | Date | Sale Price of Shares (Rp.) |
| 1. | 13 April 2018 | 422 |
| 2. | 16 April 2018 | 498 |
| 3. | 17 April 2018 | 498 |
| 4. | 18 April 2018 | 496 |
| 5. | 19 April 2018 | 496 |
| 6. | 20 April 2018 | 496 |
| 7. | 23 April 2018 | 585 |
| 8. | 24 April 2018 | 474 |
| 9. | 25 April 2018 | 474 |
| 10. | 26 April 2018 | 432 |
| 11. | 27 April 2018 | 480 |
| 12. | 30 April 2018 | 480 |
| 13. | 2 May 2018 | 480 |
| 14. | 3 May 2018 | 486 |
| 15. | 4 May 2018 | 484 |
| 16. | 7 May 2018 | 404 |
| 17. | 8 May 2018 | 480 |
| 18. | 9 May 2018 | 480 |
| 19. | 11 May 2018 | 480 |
| 20. | 14 May 2018 | 480 |
| 21. | 15 May 2018 | 480 |
| 22. | 16 May 2018 | 476 |
| 23. | 17 May 2018 | 450 |
| 24. | 18 May 2018 | 450 |
| 25. | 21 May 2018 | 450 |
Based on the foregoing, the average closing price during 25 (twenty five) trading days before 22 May 2018 is Rp476 (four hundred seventy six) per share.
In accordance with Circular Letter of BAPEPAM S-406/PM/2000 dated 3 March 2000 regarding shares mobilization, New Shares of the Company will be issued in non-certificate form and will be listed on the same stock exchange, using the same code of share and determination share price mechanism which have been issued today.
As stipulated in POJK 38/2014, the Company will do Information Disclosure as follow:
- The latest on 5 (five) business days before the implementation of Capital Increase without Pre-emptive Rights, the Company will notify FSA and announce to the public regarding the implementation date.
- The latest on 2 (two) business days after the implementation of Capital Increase without Pre-emptive Rights, the Company will notify FSA and public regarding the result of the implementation, including information of antara lain number and price of shares issued.
In the event that the Company has obtained the commitment of the prospective investor from its Affiliated Parties, based on POJK 38/2014 the Company is exempted from following the provision of Regulation No. IX.E.1.
There are restrictions on the Company’s credit agreements whereby the Company is as a debtor which restricting the CIWPR and also the use of the result of CIWPR. Currently, the Company is in the process of obtaining approval from the creditors and it is expected can be obtain prior to the implementation of the EGM.
| THE USE OF FUNDS |
The CIWPR plan will be implemented at a minimum strike price Rp480 (four hundred and eighty Rupiah) per share. The minimum amount of funds obtained from the CIWPR plan is Rp163,470,240,000 (one hundred sixty three billion four hundred seventy million two hundred forty thousand Rupiah) will be used with the following details:
- Advances of the acquisition transaction plan to be performed by the Company;
- Some for the Capital Cost (capex) of subsidiaries; and
- For the Company’s working capital.
| COMPANY OVERVIEW |
Brief History of the Company
The Company is a public listed company which incorporated under the laws of Republic of Indonesia under the Deed of Limited Liability Company PT Bukit Uluwatu Villa No. 53 dated 15 December 2000 drawn up before Sugito Tedjamulja S.H., Notary in Jakarta, which has been authorized by the Minister of Justice of the Republic of Indonesia by Decree No. C-27344 HT.01.01.TH.2003 dated 14 November 2003, and was registered into the registry book at Badung District Court under No.1342/RUB.22-08/II/2007 dated 7 February 2007, and was announced in the State Gazette of the Republic of Indonesia No. 44 dated 30 May 2008, Supplement No. 7433.
The entire Article of Association have been amended and adjusted, in the event of IPO, it changed based on the Deed of Statement of Meeting of Amendment to the Article of Association PT Bukit Uluwatu Villa No.182 dated 25 February 2010, drawn up before Aulia Taufani, S.H., the replacement of Sutjipto, S.H., Notary in Jakarta, which has been authorized by the Minister of Justice and Human Rights by Decree No. AHU-11605.AH.01.02. In 2010 dated 5 March 2010, and was registered into the registry book under No.AHU-0017145.AH.01.09. in 2010 dated 5 March 2010, regarding the restatement of the decision of the Shareholders as it turns out in Resolutions of The Shareholders of PT Bukit Uluwatu Villa In Lieu Of The Extraordinary General Meeting Of Shareholders dated 23 February 2010.
The Article of Association have been amended and adjusted several time, and the latest as contained in the Deed of Statement of EGM Meeting No. 13 dated 16 February 2017, drawn up before Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta, which has been informed to the Minister of Justice of the Republic of Indonesia based on Acceptance of Notification of Amendment of Article of Association No. AHU-AH.01.03-0071685 dated 17 February 2017, and was registered into the registry book under No. AHU-42335.AH.01.02. in 2012 dated 17 February 2017.
The Company is the owner of Alila Ubud which has been operating commercially since June 1996 and is located in Melinggih Kelod Village, Payangan, Ubud, Gianyar, Bali, and Alila Villas Uluwatu which has been operating commercially since June 2009 and located in Pecatu, Badung – Bali.
The headquarter is in Alila Villas Uluwatu, Jalan Belimbing Sari, Pecatu, South Kuta, Badung- Bali and the branch office in Talavera Office Park Fl. 12, Jalan TB Simatupang Kav.22-26, South Jakarta.
Purposes and Objectives and Business Activities
Pursuant to Article 3 of the Article of Association of the Company, the purposes and objectives of the Company is accommodation services (cottage) and hospitality.
Alila Ubud and Alila Villas Uluwatu are the hospitality business activity run by the Company. Both are commercially in operation since 1996 and 2009 respectively. In addition to that, the Company also runs the business activities through its’ subsidiaries.
Properties that have been operating are as follow:
- Alila Villas Uluwatu;
- Alila Ubud; dan
- Alila Manggis.
Capital Structure and Shareholders
The Capital Structure and shares ownership of the Company during the period before and after the issuance of New Shares of the Company based on the Company’s List of Shareholders as per 1 May 2018 issued by PT EDI Indonesia, the Company’s Shares Registrar, shall be as follows:
| Shareholders | Amount of Shares | Nominal Value of Shares (Rp) | % | |
| A. | Authorized Capital (Nominal Rp100,-) | 6,000,000,000 | 600,000,000,000 | |
| B. | Issued and Fully Paid-up Capital | |||
| – PT Asia Leisure Network | 851,409,356 | 85,140,935,600 | 25.00 | |
| – Archipelago Resort and Hotels Limited | 1,048,643,000 | 104,864,300,000 | 30.79 | |
| – NVIII Holdings Limited | 442,885,300 | 44,288,530,000 | 13.00 | |
| -Shinhan Investments Corp. Group | 171,982,600 | 17,198,260,000 | 5.05 | |
| – Public (<5%) | 1,062,696,944 | 1,062,696,944,000 | 26.15 | |
| Total Issued and Fully Paid-up Capital | 3,405,634,600 | 340,563,460,000 | 100.00 | |
| C. | Total Shares in Portfolio | 2,594,365,400 | 259,436,540,000 |
Management and Monitoring of the Company
The composition of the Board of Commissioners of the Company pursuant to the Deed of Restatement of Resolution of the EGM No. 13 dated 16 February 2017, drawn up before Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta, which was announced to the Minister of Justice and Human Rights based on the Decree No. AHU-AH.01.03-0071697 dated 17 February 2017, and was registered into the registry book under No. AHU-42335.AH.01.02.year 2012 dated 17 February 2017 and also the composition of the Board of Directors of the Company pursuant to the Deed of Restatement of Resolution of GMS No. 69 dated 19 June 2015, drawn up before Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta, which was announced to the Minister of Justice and Human Rights based on the Decree No. AHU-AH.01.03-0946713 dated 30 June 2015 and was registered into the registry book under No. AHU-3526376.AH.01.11.year 2015 dated 30 June 2015, are as follow:
Board of Commissioners
| President Commissioner | : | Okie Rehardi Lukita |
| Commissioner | : | Jongik Kwon |
| Independent Commissioner | : | Susilo Sudjono |
| Independent Commissioner | : | J. Johandi Kumaheri |
| Commissioner | : | Gunawan Angkawibawa |
| Commissioner | : | Edy Suwarno |
Board of Directors
| President Director | : | Franky Tjahyadikarta |
| Director | : | Hendry Utomo |
| Independent Director | : | I Nyoman Tri Suryanegara Lingga |
| Director | : | Winarti Soemirat Gondokarjono |
Financial Highlights
The table below shows the 12-month period of Financial Highlights of the Company ended on 31 December 2017 which was audited by EY with unqualified opinion
| (in million Rupiah) | |
| Description | Value (Rp) |
| Assets | 3,284,333 |
| Liabilities | 1,574,918 |
| Equities | 1,709,415 |
|
Sales and Revenues |
252,003 |
| Cost of Sales | 86,625 |
| Gross Profit | 165,378 |
| Operating Expense | 163,537 |
| Profit from Operations | 1,841 |
| Total Comprehensive Profit – Loss for the year | (22,885) |
| Total Comprehensive Profit – Loss for the year which can be
Attributed to: Owners of the Parent |
(20,284) |
| CAPITAL STRUCTURE AND SHARES OWNERSHIP BEFORE AND AFTER THE CIWPR |
By the implementation of New Shares, the Company’s capital structure is as follows:
| Nominal value Rp100,- per share | ||||||
| Shareholders | Before CIWPR | After CIWPR | ||||
| Amount of Shares | Nominal Value of Shares (Rp) | % | Amount of Shares | Nominal Value of Shares (Rp) | % | |
| Authorized Capital | 6,000,000,000 | 600,000,000, 000 | 6,000,000,000 | 600,000,000,000 | ||
| New Shares of the Co. | ||||||
| At the most | – | – | – | 340,563,000 | 34,056,300,000 | 5.7 |
| Total Issued and Fully Paid-up Capital | 3,405,634,600 | 340,563,460,000 | 56.8 | 3,746,198,060 | 374,619,806,000 | 62.4 |
| Total Shares in Portfolio | 2,594,365,400 | 259,436,540,000 | 43.2 | 2,253,801,940 | 225,380,194,000 | 37.6 |
| FINANCIAL IMPACT OF THE COMPANY TOWARD THE IMPLEMENTATION OF CIWPR |
The Pro forma balance sheet is made by Management of the Company based on Consolidated Financial Statement of the Company and its’ subsidiaries for the year book ended on 31 December 2017, audited by the Public Accountant Firm with unqualified opinion.
(in Million Rupiah)
| Description | Before CIWPR | After CIWPR |
| Cash and Cash Equivalents | 28,006 | 28,006 |
| Other Assets | 3,256,328 | 3,376,328 |
| Total Assets | 3,284,333 | 3,404,333 |
| Total Liabilities | 1,574,918 | 1,574,918 |
| Shares Capital | 340,564 | 374,564 |
| Additional Paid-in Capital | 345,754 | 471,754 |
| Other Equities | 787,879 | 747,879 |
| Non-Controlling Interests | 235,219 | 235,219 |
| Total Liabilities and Equities | 3,284,333 | 3,404,333 |
The following is a brief analysis of the impact of the Consolidated Financial Statements of the Company and its’ Subsidiaries prior to the CIWPR plan and after the plan as per 31 December 2017:
After the plan of CIWPR, the total assets of the Company increased to Rp120billion compared to the amount before CIWPR. The increment is the result of issuing 340,563,000 New Shares and also recorded in paid-up capital as well as additional paid-in capital account amounting to Rp34billion dan Rp129billion respectively.
| THE BENEFITS OF IMPLEMENTATION OF CIWPR |
The Company will receive additional funds that will strengthen its’ capital structure as well as the business development of the Company and its’ Subsidiaries, the number of outstanding shares of the Company will increase, which will also increase the liquidity of share trading and dilution that will be experienced by relatively small shareholders followed by relatively small dilution.
| INFORMATION CONCERNING CONFLICT OF INTEREST TRANSACTION |
TRANSACTION OBJECT
The Company intends to acquisite shares of PT Bali Ocean Magic which is a Conflict of Interest Transaction, with 53% of all shares of PT Bali Ocean Magic or with the value equals to Rp337 billion of the Company. The transaction considered as a conflict of interest transaction due: (1) The Company will acquisite the shares from 2 shareholders, namely: PT Trigana Nusamandiri dan Orient Spice Investment, which indirectly owned by Mr. Franky Tjahyadikarta, the President Director of the Company; and (2) Independent Director of the Company also serves as Commissioner in PT Bali Ocean Magic.
SUMMARY OF INDEPENDENT VALUER REPORT
The Company has appointed independent valuer party, Public Appraiser Service Office, Rengganis Hamid & Rekan (“KJPP RHR”) to provide fairness opinion on the acquisition plan of PT Bali Ocean Magic (“BOM”) (“Transaction Plan”).
Detail of the Independent Valuer’s Identity, as follows:
Name : Public Appraiser Service Office Rengganis Hamid & Rekan
No. Business License : 2.09.0012
Office Address : Kuningan Tower Fl.8, Jl. HR. Rasuna Said Blok X-7 Kav. 5, Jakarta
Telp. : 6221 3001 6002
Fax. : 6221 3001 6003
Email : kjpp.rhp@rhp-valuation.com
SUMMARY OF FAIRNESS OPINION OF INDEPENDENT VALUER
The following is the summary of Independent Valuer Report as stated in the Fairness Opinion Report No.RHR00R2P0518049.0 dated 21 May 2018.
A. Parties in the Transaction
All parties which are involved in the Transaction Plan, namely: the Company, BOM, PT Trigana Nusamandiri, Orient Spice Investment dan Diva Recreation International, S.A.
B. Obejct of Fairness Opinion
Object of Transaction Plan in this Fairness Opinion is the acquitition plan of 53% equities of BOM.
C. Purpose of Fairness Opinion
Purpose and objective of this Fairness Opinion is to provide the fairness opinion on the Transaction Plan in connection with information disclosure to public.
The Transaction Plan is categorized as affiliated and conflict of interest transaction as stipulated in the regulation No.IX.E.1 regarding Affiliation Transaction and Certain Conflict of Interest Transaction.
D. Cut-Off-Date
The Cut-off-Date is 31 December 2017 which based on the audited Financial Statement of BOM.
E. Assumptions and Valuer’ Limitation
This Fairness Opinion is conducted with limitations as follow:
- Due Diligence on the Financial Statement is not performed, and the review information in the Financial Statements is limited to the purposes of the valuation only;
- Tax impact for the related parties of the Transaction Plan is not conducted.
Based on the analysis of Transaction Plan, KJPP RHR has several assumption as follow:
- KJPP-RHR understands that the Sale & Purchase Agreement on the Transaction Plan has not been signed yet by the parties. KJPP-RHR assumes that the Transaction Plan will obtain approval from independent shareholders and can be executed as described by the Company’s Management
- KJPP-RHR also assumes that there is no significant change in the assumptions used in the preparation of this Fairness Opinion since the issuance of the Fairness Opinion until the effective date of the Transaction Plan.
- This opinion should be regarded as a whole and the partially use of this analysis and information without considering the overall information and analysis may lead to a misleading view of the process underlying that opinion. The preparation of this opinion is a complex process and may not be possible through incomplete analysis
- The compilation of this Opinion is based on current general financial, monetary, and regulatory as well as market conditions. Changes to certain conditions that are beyond the control of the Company and the related parties will give an unpredictable impact and may affect this Fairness Opinion.
- KJPP-RHR is not obliged to update Fairness Opinion in case of occurring important events after the subsequent events, yet will only disclose it in the report.
- This report is not intended to recommend to shareholders of the Company to approve or disapprove the Transaction Plan.
F. Fairness Approach and Analysis
The fairness analysis on the Transaction Plan of the Company is reviewed through several aspects as the used methodology, as follow:
- Analysis of the Transaction Plan
- Qualitative Analysis, it is the analysis of related parties involved in this transaction and its’ linkage, as well as the benefits and risk analysis of the Transaction Plan.
- Quantitative Analysis, is the analysis on history of Financial Statement, financial performance without and with the Transaction Plan.
- Analysis on the fairness value of the Transaction Plan.
G. Fairness Opinion on the Transaction
Based on the fairness analysis of the Transaction Plan includes the qualitative and quantitative analysis, fairness value of transaction, as well as analysis on other relevant factors, thus, we opine that this overall Transaction Plan is reasonable if the transaction price is in the deviation range maximum 7,5% of fair Market Value of 53% Equities of the BOM (the maximum limit as stipulated in the regulation No.VIII.C.3 regarding Guidelines for Assessment and Presentation of Business Assessment Reports in Capital Market).
DESCRIPTION ABOUT EGM
This Conflict of Interest Transaction can be executed after obtaining the approval from EGM which shall be attended by more than ½ (a half) of the total Independent Shareholders and the resolution mechanism is based on the affirmative votes from the Independent Shareholders which represent more than ½ (a half) of the total share with the right to vote by the Independent Shareholders. If the required quorum failed to be reached in the first Meeting, so the second and third Meeting will be held by following the requirements and prevailing regulations.
EXPLANATION, CONSIDERATION, AND REASON OF THE TRANSACTION
The acquisition transaction is planned due to improve the Company’s cashflow considering the Transaction Target is a business unit that has been operating for over 14 years. In addition, for long term purpose, this transaction will assist the Company in issuing bonds as one of the long term strategic objectives of the Company. As for the reason of conducting this transaction with affiliated party is the financial performance of the target company has been proved with the appropriate characteristics and management culture for the Company.
| INFORMATION CONCERNING THE PLAN OF CAPITAL INCREASE BY ISSUING PRE-EMPTIVE RIGHT |
In relation to the capital increase by issuing pre-emptive rights in this Information Disclosure, the Company intends to issue no more than 3,405,634,000 new shares of the Company (“New Shares“) and estimates that the Company will obtain gross fund from the issuance of New Shares approximately Rp800,000,000,000 (eight hundred billion Rupiah).
The New Share will be issued from the Company’s portfolio and will be listed on the IDX pursuant to the prevailing laws and regulations, including the regulation of IDX No. I-A regarding The Listing of Shares and Non-share Equities Securities Issued by Listed Companies, Supplement of Decision of Board of Directors IDX No. Kep-00001/BEI/01-2014 dated 20 January 2014. The New Shares shall have equal rights in all respects including the right to dividend with other shares of the Company.
Pursuant to the regulation of FSA No. 32/POJK.04/2015 regarding Capital Increase of Public Listed Company by Issuing Pre-emptive Rights (“POJK No. 32“), the implementation of the Right Issue complies to:
- The Company obtains approval from the majority of Shareholders at the EGM in relation to the agenda of Right Issue; and
- A statement of registration of the Company (to be submitted to FSA) regarding the Right Issue is declared effective by FSA,
Pursuant to the prevailing laws and regulations.
For the avoidance of doubt, the Company shall be entitiled to issue any part or all the maximum number of shares approved to be issued by the resolution of EGM. The final effectuation price will be determined by the Board of Commissioners of the Company. All the prevailing laws and regulations regarding Right Issue, including the final price of Right Issue and the final amount of New Shares to be issued, will be disclosed in the Prospectus which published with the respect to the Right Issue, and will be provided to the eligible Shareholders, pursuant to the prevailing laws and regulations.
ESTIMATED PERIOD OF EXECUTION OF THE CAPITAL INCREASE
The Company intends to execute and complete the Right Issue in a reasonable period of time, but not later than 12 months from the date of EGM’s approval on this plan and comply to the effective declaration of the statement of registration (which will be submitted to FSA) regarding the Right Issue in accordance to the prevailing laws and regulations.
THE OVERVIEW OF THE ESTIMATED USE OF FUND
The Company intends to use all funds obtained by the Right Issue (after the deduction of all commissions, fees, and other expenses), to improve the financial structure, capital management and anticipated expenditure. The Company has right to make adjustment to the use of fund by considering changes of circumstances, and other factors deemed feasible. The final information regarding this Right Issue will be disclosed in the Prospectus which will be provided to the eligible Shareholders, pursuant to the prevailing laws and regulations.
| CAPITAL STRUCTURE AND SHARE OWNERSHIP BEFORE AND AFTER RIGHT ISSUE |
By the implementation of New Shares, the Company’s capital structure is as follows:
| Nominal Value Rp100,- per share | ||||||
| Shareholders | Before Right Issue | After Right Issue | ||||
| Amount of Shares | Nominal Value of Shares (Rp) | % | Amount of Shares | Nominal Value of Shares (Rp) | % | |
| Authorized Capital | 6,000,000,000 | 600,000,000,000 | 10,000,000,000 | 1,000,000,000,000 | ||
| New Shares of the Co | ||||||
| At the most | – | – | – | 3,405,634,600 | 340,563,460,000 | 34.06 |
| Total Issued and Fully Paid-up Capital | 3,405,634,600 | 340,563,460,000 | 56.8 | 6,811,269,200 | 681,126,920,000 | 68.12 |
| Total Shares in Portfolio | 2,594,365,400 | 259,436,540,000 | 43.2 | 3,188,730,800 | 318,873,080,000 | 31.88 |
ANALYSIS ON THE IMPACT OF CAPITAL INCREASE TO FINANCE CONDITION OF THE COMPANY AND SHAREHOLDERS
Due the provisions regarding the Right Issue have not been stipulated yet, the Company cannot provide details analysis of the impact of Right Issue to financial condition of the Company, nonetheless, in order to comply to the POJK No. 32, the Company estimates that the Right Issue will cause: enable the Company to reduce interest costs, decrease gearing level, so it will strenghthen the balance sheet of the Company and increase the overall available capital to business development including through acquisition transaction and other on-going operational activities.
Due to the impact of the Right Issue plan to Shareholders, here below are the pro forma composition and shares ownership of the Company before and after the plan with the assumption:
- The Company issued maximum amount of New Shares as contained in the Information Disclosure (which is 3,405,634,000 new shares of the Company); and
- All the New Shares will be taken by some of the old Shareholders and addition to the new Shareholders.
In the event that the Shareholders do not exercise their Rights and do not take their portion in the New Shares, the Shareholders will experience a 50% reduction in the share ownership.
| EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS |
In accordance with prevailing laws and regulations, the Right Issue plan as stated foregoing will be requested the approval of EGM of the Company, which will be held on 28 June 2018, the time and venue of EGM will be informed in the Announcement of EGM.
Shareholders who are not available to attend the Meeting may be represented by their proxies by submitting a valid Power of Attorney in appropriate form to the Board of Directors under the condition that members of the Board of Directors and the Board of Commissioners, employees of the Company allowed to be their proxies in the Meeting, however, their vote as proxies will not be counted in the voting. For Shareholders whose addresses are registered abroad, the Power of Attorney must be legalized by the Notary and the Embassy of the Republic of Indonesia.
Here are the important dates in relation to EGM of the Company:
| Events | Date |
| Notification to FSA, IDX, and ICSD | 27 April 2018 |
|
EGM Notification in daily newspaper |
22 May 2018 |
| Announcement of brief information regarding CIWPR, CONFLICT OF INTEREST TRANSACTION AND RIGHT ISSUE | 22 May 2018 |
| The Recording Date | 5 June 2018 |
| EGM | 28 June 2018 |
| Resolution of EGM in daily newspaper | 2 July 2018 |
| Submission of Resolution of EGM to FSA, IDX, and ICSD | 4 July 2018 |
| RECOMMENDATION OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS |
The information to the Shareholders has been approved by the Board of Commissioners and the Board of Directors of the Company, thus the Boards are responsible on the validity of the information contained in this disclosure. To the knowledge of the Board of Commissioners and the Board of Directors, all material information and opinion contained in the information to the Shareholders are right and can be accounted. There is no other material information which has not been declared that might cause this statement be wrong or misleading.
Based on the trust that the CIWPR plan, Conflict of Interest Transaction, and Right Issue are the best choice in order to aim benefits as stated foregoing, hence, the Board of Directors and the Board of Commissioners of the Company strongly recommend all the Shareholders to approve the proposed plan in EGM.
| ADDITIONAL INFORMATION |
In order to obtain additional information relating to the plan of CIWPR, the Shareholders shall contact the Corporate Secretary of the Company, during business hours and working days at the Company’s Offices:
Headquarter
Alila Villas Uluwatu, Jalan Belimbing Sari, Desa Pecatu, South Kuta,
Badung – Bali
Telp: +62 361 848 2166
Fax: +62 361 848 2188
Branch Office:
Talavera Office Park Fl. 12, Jalan TB. Simatupang Kav.22-26, South Jakarta
Telp: +62 21 7592 4475
Faxi: +62 21 7592 4476
Website: https://staging.buvagroup.com/
Jakarta, 22 May 2018
Board of Directors