PT SARIMELATI KENCANA Tbk.

(“PERSEROAN”)

Having domicile at Jakarta Selatan, Indonesia

Fields of Business:

Restaurant, Catering, Warehousing, Distribution, and Food Processing Industries

Head Office:

Graha Mustika Ratu, Lantai 8

Jl. Jend. Gatot Subroto Kav. 74-75

Jakarta Selatan 12870 – Indonesia

Phone: +62 21 830 6789 / Fax: +62 21 830 6790

u.p.: Corporate Secretary

e-mail: corsec@sarimelatikencana.co.id

www.sarimelatikencana.co.id

 

This Disclosure of Information to the Shareholders (hereinafter shall be referred to as the “Disclosure of Information” ) contains information concerning proposed plan of Addition to Business Field of the Company as regulated under POJK 17/2020 in the form of expansion of new business field, Web Portals and/or Digital Platforms with Commercial Purposes (hereinafter shall be referred to as the Addition to the Business Field.”).

 

For performing Addition to the Business Field, pursuant to the provision of Article 22 paragraph (1) letter (a) of POJK 17/2020, the Company is required to obtain prior approval from the General Meeting of Shareholders (hereinafter shall be referred to as the “GMS”).

 

The Board of Directors and the Board of Commissioners shall be fully responsible to the accuracy of the whole information contained under this Disclosure of Information and should there be, any additional information then it shall be published at the latest within 2 (two) working days prior to the date of the Company’s GMS, and hereby conform that after performing comprehensive examination to the available information pertaining to the proposed plan of Addition to the Business Field, it is hereby declared that to the best of knowledge and understanding of the Board of Directors and the Board of Commissioners of the Company, there are no other important and material information related to the proposed plan of the Addition to the Business Field that have not been disclosed under this Disclosure of Information, which may cause this Disclosure of Information to be inaccurate and/or misleading.

 

The Company hereby confirms that up to the date of this announcement, the Company has not received any objection submitted by certain parties, among others, Creditors, Vendors, or Business Partners of the Company. Should you have any difficulties from understanding this Disclosure of Information or hesitate to take any action, then it is highly recommended for you to consult with your Investment Advisor or other professional counsel.

 

This Disclosure of Information to the Shareholders is published in Jakarta on the date of 7 December 2021.

 

Preliminary

This Disclosure of Information is prepared in relation to the proposed plan of Addition to the Business Field which would be performed by the Company, as regulated under the POJK 17/2020, which is required to obtain prior approval from the GMS. In relation to the foregoing, the Board of Directors of the Company hereby announces this Disclosure of Information in order to provide comprehensive information or knowledge to the Shareholders of the Company concerning proposed plan of Addition to the Business Field. The Scope of business field of Web Portals and/or Digital Platforms with Commercial Purposes which would be presented before the Shareholders shall subject to the categories of 63122 under 2020 Indonesian Standards of Industrial Classification (KBLI) which is intended as a form of Company’s compliance to the Business Registration Number as regulated under the Regulation of the Government of the Republic of Indonesia No. 5 of 2021 concerning Implementation of Risk-Based Business Licenses.

Pursuant to the provision of Article 27 paragraph (1) of POJK 17/2020, the Board of Directors of the Company is required to announce this Disclosure of Information under the Company’s Website and the Website of the Indonesian Stock Exchange for providing information to the Shareholders of the Company concerning proposed plan of the Addition to the Business Field that would be performed by the Company that requires prior approval under the Company’s GMS. This Disclosure of Information shall be used as the ground of consideration by the Shareholders of the Company for providing their approval concerning the proposed plan of Addition to the Business Field to be presented under the GMS.

 

I. SUMMARY OF THE COMPANY

 

A. History of the Company

The Company was established under the Deed of Incorporation of Limited Liability Company dated 16 December 1987 Number 132 passed before Lieke Lianadevi Tukgali, Notary in Jakarta, and was ratified by the Minister of Justice of the Republic of Indonesia under its Decree No. C2-4573.HT.01.01-TH.88 dated 25 May 1988. On the same year, such decree was registered with the District Court of Jakarta Pusat No. 1.1979/1988 dated 1 September 1988 and published under the State Gazette of the Republic of Indonesia No. 102 and its Supplemental Gazette No. 1388 dated 20 December 1988.

 

The Articles of Associations of the Company has been adjusted with the Law of the Republic of Indonesia No. 40 of 2007 concerning Limited Liability Company, as set forth under Deed dated 4 June 2008 No. 03 passed before Sri Agustini, Notary in Jakarta, and had been ratified by the Minister of Law and Human Rights of the Republic of Indonesia (hereinafter shall be referred to as the “Minister”) under its Decree dated 4 July 2008 Number AHU-38307.AH.01.02.Tahun 2008 and was published under the State Gazette of the Republic of Indonesia dated 16 January 2019 No. 5, Additional State Gazette No. 1336/2009.

 

The Articles of Associations had been severally amended as set forth under Deed dated 9 March 2018 No. 11, passed before Aulia Taufani, Notary in Jakarta, and had been ratified by the Minister under its Decree dated 14 March 2018 No. AHU-0005908.AH.01.02.TAHUN 2018. The latest amendment to the Articles of Associations of the Company was set forth under Deed dated 19 November 2020 No. 42, passed before Aulia Taufani, Notary in Jakarta, which had been ratified by the Minister under its Decree dated 16 December 2020 No. AHU 0083882.AH.01.02.TAHUN 2020, which had been received under Notification Receipt of the Alteration to the Company Date by the Minister dated 16 December 2020 No. AHU-AH.01.03-0419972 and Deed dated 20 May 2021 No. 48 passed before Aulia Taufani, Notary in Jakarta, which had been received under Notification Receipt of the Alteration to the Company Date by the Minister dated 16 June 2021 No. AHU-AH.01.03-0379289.

 

B.  Shareholding Structure

The Shareholding Structure of the Company as at the date of this Disclosure of Information are as follows:

Authorized Capital    :         Rp 900,000,000,000 (nine hundred billion Rupiah)

Issued Capital:         Rp 302,187,500,000 (three hundred two billion one hundred eighty-seven million five hundred thousand Rupiah) consisting of 3,021,875,000 (three billion twenty-one million eight hundred seventy-five thousand) share, each having a nominal value of Rp 100 (one hundred Rupiah)

Paid-up Capital:      Rp 302,187,500,000 (three hundred two billion one hundred eighty-seven million five hundred thousand Rupiah)

 

The latest Shareholding Structure of the Company based on the Register of Shareholders issued by the Shares Administration Bureau of the Company, PT Datindo Entrycom, as at the date of 30 September 2021 are as follows:

 

Shareholder Saham	Shares Quantity	Shares Value (Rp)	%
PT Sriboga Raturaya (Pengendali)	1.957.933.250	195.793.325.000	64,79
JPMCB NA AIF CLT RE - The Scottish Oriental Smaller Companies Trust PLC	211,533,000	21,153,300,000	7.00
DBS Bank Ltd S/A Albizia Asean Opportunities Fund– The	168,142,500	16,814,250,000	5.56
Public	684,266,250	68,426,625,000	22.65
Total	3.021.875.000	302.187.500.000	100,00

 

C. Board of Directors and Board of Commissioners

The current members of the Board of Directors and Board of Commissioners of the Company are as follows:

Board of Directors

President Director: Steven Christopher Lee

Director: Frederick Estrada Cadlaon

Director: Jeo Susanto

Director: Budi Setiawan

Board of Commissioners

President Commissioner: Hadian Iswara

Commissioner: Stephen James McCarthy

Independent Commissioner: Brata Taruna Hardjosubroto

 

II. SUMMARY OF FEASIBILITY STUDY CONCERNING ADDITION TO THE BUSINESS FIELD

For securing the fairness valuation of the proposed plan of Addition to the Business Field, the Company has requested the Independent Appraiser duly registered with the OJK, i.e., Public Independent Appraiser of Syarif, Endang dan Rekan (hereinafter shall be referred to as “KJPP”), to act as independent appraiser for providing opinion concerning proposed plan of Addition to the Business Field. The KJPP has declared that it does not have any affiliation relationship, either directly or indirectly, with the Company as defined under the Law of the Republic of Indonesia No. 8 of 1995 concerning Capital Market.

 

A. Information concerning Public Independent Appraiser

KJPP Syarif, Endang dan Rekan

A license issued by Minister of Finance No. 1498/KM.1/2012 dated 28 December 2012 with KJPP Permit No. 2.12.0113 and has been duly registered with the Financial Services Authority under the Registration License of Capital Market Supporting Profession No. STTD.PPB-08/PM.2/2018 dated 4 June 2018.

KJPP Syarif, Endang dan Rekan

MAPPI: No. 09-S-02341

Appraiser Permit: No. B-1.12.00340

Qualification: Business Appraiser

STTD OJK                                 : No. STTD.PB-08/PM.2/2018

STTD IKNB                                 : No. 173/NB.122/STTD-P/2019

B. Summary of Feasibility Study

 

Below are the summary of Feasibility Report Concerning Expansion of Business Field No. 00007/2.0113-03/BS-FS/05/0340/1/XII/2021 dated 6 December 2021 duly prepared by the KJPP:

a. The object of Feasibility Study

The object of feasibility study relates to the feasibility of proposed plan of Addition to the Business Field concerning web portals and/or digital platforms with commercial purposes.

 

b. Purpose and Intention of Feasibility Study

Purpose and intention of feasibility study concerning addition to the business field of the Company related to web portals and/or digital platforms with commercial purposes if for providing comprehensive explanation concerning feasibility of proposed plan of addition to the business field of the Company on web portals and/or digital platforms with commercial purposes for complying with the POJK 17/2020.

 

c. c. Assumptions and Restrictive Conditions

    - The Nature of Feasibility Study Report concerning Proposed Plan of Addition to the Business Field is non-disclaimer opinion.

    - KJPP has examined the documents required for the preparation of the feasibility study.

    - Data and information are obtained from reliable sources.

    - KJPP utilizes the financial forecast that has been adjusted representing fairness of the financial forecast prepared by the Company’s management with its fiduciary duty.

    - KJPP is responsible for the implementation of its valuation and fairness of the financial forecast.

    - The Feasibility Study concerning the Proposed Plan of Addition to the Business Field is opened to the public unless there is classified information, which may adversely affect the Company’s operational activities.

    - KJPP is responsible for the Feasibility Study concerning the Proposed Plan of Addition to the Business Field and its summary of the feasibility study.

    - KJPP has obtained information concerning terms and conditions under the relevant agreements related to the addition to the business field of the Company concerning mobile restaurant and other food procurement activities.

 

d. Method and Approach of Feasibility Study

Pursuant to the result of analysis on market feasibility, technical feasibility, business pattern feasibility and management’s capital feasibility, the proposed plan of Addition to the Business Field is feasible to be implemented. Please find below the summary of analysis on market feasibility, technical feasibility, business pattern feasibility and management’s capital feasibility:

- Market Feasibility Analysis

Based on consideration of the market segment, continuity, market potency, market target, market value potency, competitor, and marketing strategy, then the proposed plan of Addition to the Business Field is feasible to be implemented.

 

- Technical Feasibility Analysis

Based on consideration of the capacity, availability of resources, employees’ quality, and facilities to be provided by the Company, then the proposed plan of Addition to the Business Field is feasible to be implemented.

 

- Business Pattern Feasibility Analysis

Based on consideration of the competitive advantage, competition quality and capability to create value that would be implemented by the Company under the proposed plan of Addition to the Business Field, then the proposed plan of Addition to the Business Field is feasible to be implemented.

 

- Management’s Model Feasibility Analysis

Based on consideration of the availability of human resources, intellectual property management, risk management, capacity and competency of management, and support of the organization structure for the proposed plan of Addition to the Business Field, then generally it is deemed sufficient to support the operational activities of the Company and the plan of Addition to the Business Field is feasible to be implemented.

 

- Financial Feasibility Analysis

Based on consideration of the investment requirement, equity sources, operational costs, procurement costs, financial forecast, break-even point, profitability analysis, and return of investment, then the plan of the Addition to the Business Field is financially feasible to be implemented.

 

Please find below the explanation concerning the method and approach which are being utilized concerning financial feasibility.

 

The approach utilized in analyzing the feasibility of addition to the business field of the Company concerning web portals and/or digital platforms with commercial purposes is income-based approach by applying the discounted cash flow method (hereinafter shall be referred to as the “DCF”), with reference to the, Net Present Value (NPV), Profitability Index (PI), and Payback Period (PP). For the purpose of determining the feasibility, the analysis results of feasibility parameters, are as follows:

Internal Rate of Return ( IRR ) > Discount Rate ---> Feasible

IRR to be generated is at the rate of 25.01% which is above the discount rate value at the rate of 10.53%..

 

·Net Present Value ( NPV ) > 0 ---> Feasible

Generated NPV shows positive value in the amount of Rp. 40,632,947,000,-.

 

·Profitability Index ( PI ) > 1 ---> Feasible

The PI obtained is in the amount of 1.59150 which means

 

·Payback Period ( PP ) < from the Production Facility Economical Age

PP shall be retrieved within the period of 7 years and 5 months.

 

·Break Even Point ( BEP )

BEP during the forecasted period shall achieve the average revenues in the amount of Rp. 78,854,805,000 or 45.78% from the average revenues.

 

Return On Investment ( ROI )

ROI during the forecasted period shall achieve the average investment return rate of 18.83%.

Pursuant to the aforementioned parameters, the KJPP hereby opines that the addition to the business field of mobile restaurant and other food procurement activities is deemed to be feasible.

 

e. Conclusion of Feasibility Study

With reference to aforementioned financial forecast analysis, and considering the assumptions to be achievable then the Proposed Business Plan of Mobile Restaurant and Other Food Procurement Activities shall provide positive contribution and feasible to be implemented

 

III. AVAILABILITY OF EXPERTS IN RELATION TO THE WEB PORTLAS AND/OR DIGITAL PLATFORMS WITH COMMERCIAL PURPOSES

The Company has been employing specific division in the field of information technology whose duties and responsibilities are to manage and to operate the information technology system for web portals and/or digital platforms. The division of information technology currently employs 2 (two) experts, with one of their salient function is to operate and to work the web portals and/or digital platforms with commercial purposes.

 

IV. EXPLANATION, CONSIDERATION AND REASONING OF ADDITION TO THE BUSINESS FIELD UTAMA

In order to enhance the Company’s performance in the future, the Company as an entity engaging in the business fields of restaurant, catering, warehousing, distribution and food processing industries, considers that there is a new business opportunity of online trading through the media. Such business activities have yet to be regulated as a category of the business field of the Company under its Articles of Associations. The Government has recently promulgated the provisions concerning electronic trading system under the Regulation of Ministry of Trade of the Republic of Indonesia No. 50 of 2020 concerning Provisions for Business License, Advertising, Guidance and Supervisory of Business Players in the Fields of Trading Through Electronic System dated 13 May 2020 (hereinafter shall be referred to as the “Ministry Regulation”).

 

IV. EXPLANATION, CONSIDERATION AND REASONING OF ADDITION TO THE BUSINESS FIELD

In order to enhance the Company’s performance in the future, the Company as an entity engaging in the business fields of restaurant, catering, warehousing, distribution and food processing industries, considers that there is a new business opportunity of mobile restaurant and other food procurement activities. This business field is not a form of the Company’s official business activities. Currently, the Company has performed custom order for 1 (one) unit of four-wheels mobile vehicle (food truck) to be applied as supporting vehicle for this new business activities. The Company intends to choose the City of Bandung, Jawa Barat, as the preliminary location for commencing the new activities of mobile restaurant and other food procurement business.

 

The Company has carefully calculated the business opportunity and services that could be performed on ongoing basis and the Company believes that the Company is capable to optimize the available opportunity, by giving added value to the shareholders. Therefore the Company is obligated to perform adjustment to its Articles of Associations as a form of compliance to the Ministry Regulation by inserting addition of business activities of online trading through media. The current electronic system which are currently being managed and operated by the Company consists of as follows:

a. Pizza Hut Restaurant –website of https://www.pizzahut.co.id/ and shall include any related applications at the Google Play Store and IOS App Store; and

a. b. Pizza Hut Delivery (PHD) –website of https://www.phd.co.id/ and shall include any related applications at the Google Play Store and IOS App Store; and

 

The underlying considerations by the Company for engaging in the business field of mobile restaurant and other food procurement activities are as follows:

- As a form of compliance and fulfillment to the terms and provisions regulated under the Regulation of Ministry of Trade of the Republic of Indonesia No. 50 of 2020 concerning Provisions for Business License, Advertising, Guidance and Supervisory of Business Players in the Fields of Trading Through Electronic System;

- As a form of adjustment to the business classification of 63122 as governed under the 2020 Indonesian Standard Industrial Classification which is part of compliance obligation by the Company to the Regulation of the Government of the Republic of Indonesia No. 5 of 2021 concerning Implementation of Risk-Based Business Licenses;

- For adjusting the recent technology development whereby the consumer (buyer) for consuming its requirement for goods or services by using online ordering, compared to the past whereby the transactions was performed on conventional basis;

- As a form of efficiency in servicing because it does not require permanent location for providing foods and to perform efficiency within the context of reducing queue of ordering by consumer (buyer);

- To compete with other competitor who has performed similar trading activities by performing marketing and selling through online media for fulfilling its consumer’s demands

- To approach the consumer (buyer) at locations which have been relatively beyond the reach of the existing Company’s Outlets;

- For the consumer can saving time and cost by minimilizing their mobility from the location / home of the consumer to the location of Outlets selling foods.

 

V.  FORECAST OF FINANCIAL RATIO OF THE WEB PORTALS AND/OR DIGITAL PLATFORMS WITH COMMERCIAL PURPOSES

1. Stand Alone Financial Ratio of Mobile Restaurant

Description	2021	2022	2023	2024	2025	2026
Gross Profit Margin		9.91%	9.93%	9.94%	9.95%	19.95%
Operating Profit Margin		5.91%	5.93%	5.94%	5.95%	5.95%
Net Profit Margin		4.73%	14.74%	4.75%	4.76%	4.76%

 

2. Consolidated Financial Ratio

Description	2021	2022	2023	2024	2025	2026
Gross Profit Margin	65.09%	65.17%	64.05%	63.36%	63.03%	65.08%
Operating Profit Margin	37.42%	37.62%	37.87%	38.11%	38.36%	38.61%
Net Profit Margin	28.47%	29.54%	29.98%	30.23%	30.43%	30.64%