Shareholders approved the Stock Split and Rights Issue by Pre-Emptive Rights
On October 9, 2017, PT Surya Esa Perkasa Tbk (“Company”) held the Extraordinary General Meeting of Shareholders (EGMS) at JW Marriott Hotel – Jakarta, Mega Kuningan.
The Company has held the EGMS to request approval from shareholders for 2 agendas i.e. the Stock Split and Rights Issue by Pre-Emptive Rights.
The Board of Directors and the Board of Commissioners of the Company whose attending the EGMS, i.e.:
| Board of Commissioners | Board of Directors | ||||||||||||||||||||||||
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The EGMS was attended by the Shareholders with ownership of 772.311.567 shares or 70,21% of all issued and fully paid shares in the Company.
The shareholders agree in deliberation on the following agendas:
For Agenda I:
- Approved the plan to split share nominal of the Company from Rp 100 (one hundred Rupiah) per share to Rp 10 (ten Rupiah) per share (“Stock Split”), and therefore after effective of the Stock Split, the Article 4 paragraph (1) of the Articles of Association will be stipulates as follows:
Article 4
1. The authorized capital of the Company amounts of Rp. 220,000,000,000.00 (two hundred twenty billion Rupiah) divided into 22,000,000,000
(twenty-two billion) shares, each having a nominal value of Rp. 10.00 (ten Rupiah)
2. Provide authorization to the Board of Directors of the Company with substitution rights, in whole or in part, to undertake all necessary actions in the
implementation of the Stock Split, including but not limited to:
a.to regulate the procedures and schedule of the exercise of share nominal value;
b.declare in notarial deed regarding the amendment of Article 4 paragraph (1) of the Company’s Articles of Association;
c. create, modify, amend, modify and / or modify (including by adding and / or subtracting) the sentences and / or words used in the notary deed, and
signing the deed;
d. request approval and / or notify the amendment of the Articles of Association and / or changes in the data of the Company and / or register or cause
it to be registered with the relevant authorities on one or more of the resolutions of the EGMS;
e.listing all shares of the Company which have been issued and fully paid to the Indonesia Stock Exchange;
f.take any other necessary and / or required actions to implement and resolve the above matters and to achieve the objectives of the decisions taken
by the Shareholders on the basis of and as contained in the EGMS decision, including the authorized to the assignee and resolving all matters relating to
any or all of these matters, including, but not limited to, facing or present before a Notary or any other party; give, receive and / or receive any
information and / or documents; nor create, cause to make, give initial on and / or sign any document.
For Agenda II:
1. To approve the Company’s plan to issue new shares up to the amount of 3,500,000,000 (three billion five hundred million) shares by granting pre-
emptive rights to the Company’s Shareholders through a mechanism of limited public offering with pre-emptive under the POJK 32/2015 (“PMHMETD”).
2. Delegate and authorize substitution rights, in whole or in part, to the Board of Commissioners of the Company to implement this EGMS decision,
including:
a. declare in notarial deed regarding the addition of issued and paid up capital of the Company in the framework of execution of expenditure or issuance
of new shares in the framework of the Company’s rights issue, the number of shares issued in the PMHMETD of the Company, and the composition of
ownership of shares in the Company after the Company’s PMHMETD;
b. to approve the exercise price as proposed by the Board of Directors of the Company;
c. to approve the certainty of the number of shares issued in the framework of PMHMETD as proposed by the Board of Directors of the Company upon
the fulfillment of the terms of the applicable regulations including but not limited to POJK 32/2015.
3. To approve and grant power with substitution rights, in whole or in part, to the Board of Directors of the Company to perform all necessary actions in
relation to PMHMETD, including but not limited to:
a. sign a registration statement to be submitted to OJK;
b. negotiate and sign other agreements related to standby buyer agreements under terms and conditions deemed good by the Board of Directors of the
Company;
c. signing, printing and / or issuing a Brief Prospectus, Improvement and / or Supplement to the Short Prospectus, Initial Prospectus, Prospectus,
Memorandum and / or all agreements and / or documents required for the PMHMETD;
d. Determining the price of implementation within the framework of PMHMETD with the approval of the Board of Commissioners;
e. determine the certainty of the number of shares issued with the approval of the Board of Commissioners;f. entrust the Company’s shares in the
collective custody of PT Kustodian Sentral Efek Indonesia (KSEI) in accordance with the regulations of the Indonesian Central Securities Depository;
g. listing all shares of the Company which have been issued and fully paid to the Indonesia Stock Exchange;
h. perform any necessary and / or required actions in relation to the PMHMETD of the Company, including those required under applicable laws and
regulations;
i. affirming and causing the affirmation of one or more decisions contained in the EGMS decision in one or more notarial deeds;
j. create, modify, amend, modify and / or modify (including by adding and / or subtracting) the sentences and / or words used in the Notary deed, and
signing the deeds;
k.request approval and / or notify the amendment of the Articles of Association and / or changes in the data of the Company and / or register or
cause it to be registered with the relevant authorities on one or more of the resolutions of the EGMS;
l.take any other necessary and / or required actions to implement and resolve the above matters and to achieve the objectives of the decisions taken
by the shareholders on the basis of and as contained in the EGMS decision, including the authorized to the assignee and resolving all matters relating
to any or all of these matters, including, but not limited to, facing or present before a Notary or any other party; give, receive and / or receive any
information and / or documents; nor create, cause to make, give initial on and / or sign any document.
After obtaining approval in the EGMS, the Company will continue to process the Stock Split and the Rights Issue with Pre-emptive Rights under the terms of the prevailing capital market regulations and other relevant laws.
The Company’s Stock Split is aimed to increase the liquidity of the Company’s shares and the proceeds from PMHMETD will be used by the Company to increase investment in the subsidiary i.e. PT Panca Amara Utama, which is currently in the construction phase of the 2,000 MT Ammonia Plant located at Kabupaten Banggai, Province of Central Sulawesi and for operational expenses of the Company.