DISCLOSURE OF INFORMATION
PLAN OF BUYBACK OF SHARES
PT SARATOGA INVESTAMA SEDAYA Tbk.
The Company is planning to implement the Buyback of Shares on the shares issued by
the Company and listed on the Indonesia Stock Exchange (“IDX”).
The Buyback of Shares of the Company will be conducted with reference to the
provisions as stipulated in Financial Services Authority Regulation No.
30/POJK.04/2017 on the Buyback of Shares Issued by Public Companies dated 21
June 2017 (“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 after the approval from the Extraordinary
General Meeting of Shareholders (“EGMS”) has been obtained by the Company on
25 April 2018 until the next Annual General Meeting of Shareholders which will be
held at the latest on 30 June 2019.
– Cost of Buyback of Shares
The cost for the implementation of the Buyback of Shares shall be in the maximum of
IDR110,000,000,000 (one hundred ten billion Rupiah) including the broker fee and
other fee 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 0.737% (zero point
seven three seven percent) of the paid-up capital of the Company or in the maximum
of 20,000,000 (twenty 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 that reason, the Company seeks a flexibility that allows the Company to have a
mechanism to maintain the stability of the Company’s shares price so it 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) sold through IDX or outside IDX;
(ii) being withdrawn by way of capital decrease;
(iii) for implementation of shares ownership program from the employees and/or the
board of directors and the board of commissioners;
(iv) for conversion of Securities in equity form; and/or
(v) other manners with the approval from the 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
The Company estimates that there is no impact on the decrease of income due to the
implementation of 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
There is no implication because the number of shares that will be bought back is not
F. Limit of Shares Price for the Buyback of Shares
The Company will limit the price for the Buyback of Shares price at the maximum of
IDR5,500 (five thousand five hundred Indonesia Rupiah) per share. The Buyback of
Shares price will be determined based on the provision stipulated in the OJK Regulation
G. Limit of the Buyback of Shares Period
The Buyback of Shares is planned to be implemented as of the Company has obtained
the approval from the EGMS, i.e. 25 April 2018 until the next Annual General Meeting of
Shareholders of the Company which will be held at the latest on 30 June 2019.
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 Mahakarya Artha Securities, as the member of 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
The implementation of the Buyback of Shares is expected to not affecting the business
activity and operational of the Company because the Company already has sufficient
working capital to operate the Company’s business activity.
Jakarta, 19 March 2018
The Board of Directors