Capital Increase of PYFA Australia Pty. Ltd.
INFORMATION DISCLOSURE
Referring to Financial Service Authority (“OJK”) Regulation No. 17/POJK.04/2020 on Material Transaction and Change of Business Activities (“POJK 17/2020”), OJK Regulation No. 31/POJK.04/2015 on Information Disclosure of Material Facts by Issuer of Public Company (POJK 31/2015), OJK Regulation No. 42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions, and Provisions of Attachment to Regulation I-E of the Decree of the Board of Directors of PT Bursa Efek Indonesia No. KEP-00066/BEI/09-2022 on Obligation to Disclose Information we, PT Pyridam Farma Tbk (“Company”), intends to disclose Information Reports or Material Facts related to Material and Affiliated Transactions (as referred to in POJK 17/2020 and POJK 42/2020) by the Company with details as follows:
| Transaction Date: | 7 June 2024 |
| Type of Information and Material Facts: | Capital increase in PYFA Australia Pty Ltd, a limited liability company established under Australian law and one of the Controlled Companies of the Company (“PAPL”), through the issuance of new preference shares which are subscribed in full by PYFA Health Singapore Pte. Ltd., a company established under Singapore law and is one of the Company’s subsidiaries and Controlled Company (“PHSG”), valued at AUD 99,575,108.11 (ninety-nine million five hundred seventy-five thousand one hundred and eight point eleven Australian Dollars) or equivalent to Rp. 1,077,468,389,321.55 (one trillion seventy-seven billion four hundred and sixty-eight million three hundred and eighty-nine thousand three hundred and twenty-one point five five Rupiah) assuming the middle transaction exchange rate of Rupiah/AUD Bank Indonesia per June 10, 2024 amounting to Rp. 10,820.66 (ten thousand eight hundred twenty point six six Rupiah) / AUD (“PAPL Capital Increase”) carried out on June 7, 2024. |
| Object and Value of Transaction: | Increase in issued and paid-up capital of PAPL through the issuance of 99,575,108.11 (ninety-nine million five hundred seventy-five thousand one hundred and eight point eleven) new preference shares with a transaction value of AUD 99,575,108.11 (ninety-nine million five hundred seventy-five thousand one hundred and eight point eleven Australian Dollars) or the equivalent of Rp. 1,077,468,389,321.55 (one trillion seventy-seven billion four hundred and sixty-eight million three hundred and eighty-nine thousand three hundred and twenty-one point five five Rupiah) which was taken up entirely by PHSG in accordance with the Circulating Resolutions of the Directors from PAPL dated June 7, 2024. |
| Parties involved in the Transaction: |
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| Nature of Relationship between the Parties involved in the Transaction: | PHSG and PAPL are Controlled Companies of the Company, where PAPL is a subsidiary of PHSG and PHSG owns 100% (one hundred percent) of the shares of all issued and paid-up capital of PAPL. PAPL and PHSG are subsidiaries owned by the Company amounting to 99.99% (ninety-nine point ninety-nine percent). |
According to Article 11 letter a POJK 17/2020 and Article 6 paragraph (1) letter b number 1 and number 2 POJK No. 42/2020, the Company is not required to use an appraiser, and obtain the approval of Shareholders in the event that the Material and Affiliated Transaction is a transaction between a transaction between Controlled Companies whose shares are owned at least 99 (ninety-nine percent) by the Public Company. Therefore, in regards to the PAPL Capital Increase, the Company is only required to announce the disclosure of information to the public and report the information to OJK.
The reason for PAPL Capital Increase is as a follow-up to the financing of the planned acquisition of Probiotec Limited, a company established under Australian law, by PAPL (“Acquisition Plan“), where the Company had previously carried out a capital increase for PHSG on 20 May 2024 as disclosed by The Company through the Disclosure of Information on Material Transactions and Affiliated Transactions dated 22 May 2024 and PHSG has become the shareholder of all shares in PAPL through the PAPL acquisition transaction from the Company as disclosed by the Company through the Disclosure of Information on Affiliated Transactions dated 22 May 2024, hereinafter PHSG, with the PAPL Capital Increase transaction, channels funds to PAPL through capital deposits and then PAPL will use these funds to carry out partial financing for the Acquisition Plan.
The Acquisitions does not have any material impact on the Company’s operational activities, legal, financial condition or business sustainability.
The PAPL Capital Increase does contain any conflict of interest and all material information regarding the PAPL Capital Increase as reported in this Information Disclosure has been disclosed and such information is not misleading.
Similar information is also submitted by the Company through Indonesia Stock Exchange’s Website and reported to the Financial Services Authority (OJK).
Jakarta, 11 June 2024
PT Pyridam Farma Tbk
Corporate Secretary
