DISCLOSURE OF INFORMATION
PLAN REGARDING BUYBACK OF SHARES
PT SARATOGA INVESTAMA SEDAYA Tbk.
The Company is planning to implement the buyback of shares issued by the Company and listed on the Indonesia Stock Exchange (“IDX”) (“Buyback of Shares”).
The Buyback of Shares of the Company will be conducted with reference to the provisions as stipulated in the Indonesian Financial Services Authority Regulation No. 30/POJK.04/2017 on the Buyback of Shares Issued by Public Companies (“OJK Regulation No. 30/2017”).
B. Estimation of Schedule, Cost of Buyback of Shares and Total Nominal Value of All Shares Bought Back
– Estimation of Schedule
The Buyback of Shares will be conducted only after the Company obtains shareholders’ approval through an Extraordinary General Meeting of Shareholders (“EGMS”) which is scheduled to be held on 28 April 2021 and will continue until the next Annual General Meeting of Shareholders which will be held at the latest on 30 June 2022.
– Cost of Buyback of Shares
The cost for the implementation of the Buyback of Shares shall be in the maximum of IDR150,000,000,000 (one hundred fifty billion Rupiah) including the broker fee and other fees in relation with the Buyback of Shares.
– Estimation of Total Nominal Value of the Buyback of Shares
The total shares that will be bought back is in the maximum of 0.922% (zero point nine two two percent) of the paid-up capital of the Company or in the maximum of 25,000,000 (twenty-five million) shares.
C. Explanation, Consideration and Reason of the Implementation of Buyback of Shares of the Company
The main reason of the Company in conducting the buyback of shares is with regards to the implementation of the Company’s Long Term Incentive Program. In addition, the Company considers that the Company’s current share price does not reflect the actual value/performance of the Company, although the Company has performed well.
For those reasons, the Company seeks a flexibility that will allow the Company to have a mechanism to maintain the stability of the Company’s shares price that could more reflect the Company’s value/performance.
The Company plans to keep the shares that have been bought back as treasury shares for a period of not more than 3 (three) years; however the Company may at any time, transfer such shares in accordance with Article 17 of OJK Regulation No. 30/2017 under the following manners:
(i) being sold through the mechanism of IDX or outside IDX;
(ii) being withdrawn by way of capital decrease;
(iii) used to implement shares ownership program for the employees and/or the board of directors and the board of commissioners;
(iv) for conversion of Securities to equity; and/or
(v) other as approved by the Indonesian Financial Services Authority.
D. Estimation of the Decrease of the Company’s Income as a Result from the Implementation of Buyback of Shares and Impact upon the Financing Cost of the Company
The Company estimates that there is no impact on the decrease of income resulting from the implementation the Buyback of Shares.
E. Pro Forma of Profit Per Company’s Share Upon the Implementation of Buyback of Shares by Taking into Account the Decrease of Income
Since there is no impact of decreasing income resulting from the Company’s Buyback of Shares, there will be no change in the Company’s pro forma profit.
F. Limit of Shares Price for the Buyback of Shares
The Buyback of Shares price will be determined based on the provisions stipulated in the OJK Regulation No. 30/2017.
G. Limit of the Buyback of Shares Period
The Buyback of Shares is planned to be implemented after the Company obtained approval of the EGMS on 28 April 2021 until the next Annual General Meeting of Shareholders of the Company which will be held at the latest on 30 June 2022.
H. Method Used for Buyback of Shares
The Buyback of Shares will be conducted through IDX or outside the IDX. The Company will appoint PT Indo Premier Sekuritas, which is a member to IDX, to exercise the Buyback of Shares through IDX.
I. Management Discussion and Analysis on the Impact of the Buyback of Shares on the Business Activity and Growth of the Company in the Future
Management believes that implementation of the Buyback of Shares will not cause any negative impact to the business activity and operational of the Company because the Company has sufficient working capital to manage the Company’s business activities.
Jakarta, 22 March 2021
The Board of Directors