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DISCLOSURE OF INFORMATION IN CONNECTION WITH SHARES BUYBACK PLAN PT WASKITA BETON PRECAST TBK (“THE COMPANY”)

The Company hereby notifies the shareholders of the Company that the Company plans to buyback the shares of the Company which have been issued and listed on the Indonesia Stock Exchange (IDX) as much as 7% (seven percent) of the total issued and fully paid capital or a maximum of 1,845,281,027 (one billion eight hundred forty five million two hundred and eighty one thousand twenty seven) shares of the Company ("Shares Buyback of the Company") to be made gradually within a period of 18 (eighteen) months since the approval of the Shares Buyback of the Company by the Extraordinary General Meeting of Shareholders of the Company based on the Law no. 40 of 2007 concerning Limited Liability Companies ("UUPT") and Regulation no. XI.B.2, Attachment of Decision of Chairman of Bapepam and LK. KEP-105 / BL / 2010 dated April 13, 2010 concerning Repurchase of Shares Issued by Issuers or Public Companies ("Rule No. XI.B.2").

In accordance with the Company's Shares Buyback plan, in accordance with applicable law, the approval of the Extraordinary General Meeting of Shareholders ("EGMS") of the Company and the Company will hold the EGMS on Wednesday, July 26th, 2017 or any other date which is a delay / Continuation. Announcement of the Company's Extraordinary General Meeting of Shareholders is published in 1 (one) daily newspaper in Bahasa Indonesia with national circulation, BEI website and website of the Company, on June 19th, 2017. The entitled to attend or be represented in the EGM is the shareholders whose names are listed in the List Shareholders of the Company and / or shareholders of the Company in the securities sub-account of PT Kustodian Sentral Efek Indonesia ("KSEI") at the closing of the Company's shares trading on the Stock Exchange on July 3rd, 2017.

This information disclosure is published on June, 19th 2017

  1. Preliminary

It is hereby notified to the shareholders of the Company that the Company will hold an Extraordinary General Meeting of Shareholders ("EGMS") on Wednesday, July 26th, 2017 in connection with the Company's plan to buy back the shares issued by the Company and listed on PT Bursa Efek Indonesia ("Indonesia Stock Exchange"). This shares buyback will be conducted in accordance with the prevailing laws and regulations of the Republic of Indonesia, including the Law of the Republic of Indonesia no. 40 of 2007 concerning Limited Liability Company ("UUPT") and Regulation of the Capital Market and Financial Institution Supervisory Agency No. XI.B.2, Attachment to the Decision of the Chairman of the Capital Market and Financial Institution Supervisory Agency. Kep-105/BL/2010 dated April 13th, 2010 concerning Repurchase of Shares Issued by Issuers or Public Companies ("Rule No. XI.B.2").

Based on the Articles of Association of the Company, Regulation of the Financial Services Authority No.32/POJK.04/2014 Concerning Plans and Implementation of the Company's Stockholders' General Meeting ("POJK 32/2014") and UUPT, the Shares Repurchase of the Company requires the approval of the EGMS to be attended by shareholders representing at least 2/3 (two Thirds) of the total shares issued by the Company with valid voting rights and the decision is approved by more than 2/3 (two thirds) of the shares with voting rights present at the EGMS.

 

  1. Explanation, Consideration, and Purpose of Shares Buyback

Based on recent capital market conditions, there has been a decline in stock prices on the Indonesia Stock Exchange (BEI), especially in companies in the construction sector. The Company's share price at the closing of trading on October 28th, 2016 amounted to Rp630, which when compared with the price of shares on June 16th, 2017 amounted to Rp482 has decreased by 23.5%. The Company exercises Share Repurchase because the Company's management is confident of the Company's potential future business performance growth.

The Company considers that this may provide an opportunity to exercise shares buyback at any time, based on market conditions, within a period of 18 (eighteen) months from the date of approval of the EGMS on the Company's Shares Buyback plan. The Shares Buyback Transaction of the Company will only be made if it benefits the Company and its shareholders. The Company will not carry out the Company's Shares Buyback transaction if it materially adversely affects the Company's liquidity and capital and / or the Company's status as an Open Company.

  1. Schedule Estimation, Shares Buyback Price Estimation, and Total Value Estimation of All Targeted Shares Buyback

Company Shares Buyback will be conducted within a period of 18 (eighteen) months after the approval of the shares buyback of the Company by the EGMS on July 26th, 2017 and the approval from the Financial Services Authority (OJK). The estimated cost required to conduct shares buyback is up to Rp1,000,000,000,000 (one trillion Rupiah) in which the cost includes the broker's commission and other related fees. The cost shall be used to conduct shares buyback of the Company’s shares up to 7% (seven percent) of the total issued and fully paid shares or up to 1,845,281,027 (one billion eight hundred forty five million two hundred eighty one thousand twenty seven) shares.

  1. Shares Buyback Price Limitation

The Company will conduct shares buyback by following the Regulation No. XI.B.2 which are

  1. In the event that shares buyback is made through the Indonesia Stock Exchange then the offer price to conduct shares buyback must be lower or equal to the previous transaction price;
  2. In the event that the shares buyback is conducted outside the Indonesia Stock Exchange and considering the Company's shares listed and traded on the Indonesia Stock Exchange, the Company's shares buyback price is the highest at the average price of the daily closing price on the Indonesia Stock Exchange for the last 90 (ninety) days before the date of shares buyback by the Company. Metode Yang Akan Digunakan Untuk Membeli Kembali Saham

 

  1. Shares Buyback Time Limitation

Shares buyback will be conducted within a maximum of 18 (eighteen) months since EGMS approval date.

  1. Shares Buyback Methods

In accordance with Bapepam-LK Regulation no. XI.B.2 in the shares buyback process, the Company will carry out the following matters:

  1. Appoints a member of a Securities Exchange Company to conduct shares buyback of the Company's Shares for the period from July 27th 2017 to January 27th 2019 and / or other date determined by the EGMS with due observance of prevailing laws and regulations.
  2. Shares buyback will be conducted through IDX.
  3. The offering price of the Shares Buyback will be made at a price lower than or equal to the previous transaction price.
  4. Parties as follows:
    1. Commisionner, Director, Employee, and Preferred Company Shareholder;
    2. An individual who, by virtue of his position or profession or because of his or her business relationship with the Company allows such persons to obtain inside information; or
    3. Persons who in the last 6 (six) months shall no longer be Parties as referred to in items a or b

are prohibited to conduct transactions on the shares of the Company on the same day as the Shares Buyback of the Company.

 

  1. Management’s Analysis and Review

Estimated Decrease in Revenue of the Company as a Result of Implementation of Share Repurchase and Impact on Financing Cost of the Company

The Company believes that the implementation of the shares buyback transaction will not have a material adverse effect on the Company's business activities since the Company has a strong financial condition to conduct the transaction in conjunction with the Company's business activities.

Proforma of the Company's Profit After the Share Repurchase Plan is Implemented Considering the Decrease of Revenue.

The following is the proforma of basic earnings per share, ROA and ROE ratio of the Consolidated Financial Statements as of December 31st, 2016 taking into account the financing of the entire Shares Buyback Program of the Company:

As of 31 December2016

Before Shares Buyback

Impact

After Shares Buyback

Total Asset

Rp13,734,267,485,212

(Rp1,000,000,000,000)

Rp12,734,267,485,212

Net Income

Rp634,819,524,892

-

Rp634,819,524,892

Equity

Rp7,405,501,041,961

(Rp1,000,000,000,000)

Rp6,405,501,041,961

Shares outstanding

26,361,157,534

1,845,281,027

24,515,876,507

Earnings per shares

Rp24.08

Rp1.81

Rp25.89

Return on Assets

7.03%

0.41%

7.44%

Return on Equity

14.53%

1.88%

16.41%

 

Analysis And Discussion Of Management On The Effect Of Shares Buyback Against The Business And Growth Of The Company In The Future

The Company has the financial flexibility that can be used to conduct Shares Buyback of the Company with the amount up to Rp1,000,000,000,000 (one trillion Rupiah). The execution of shares buyback might increase the earnings per share and the amount of dividend per share to the shareholders. The Company's Shares Buyback is not expected to affect the Company's business and operational activities as the Company has sufficient working capital to conduct the Company's business activities.

Shareholders who need additional information may contact the Company within hours of work at:

 

Corporate Secretary

Headquarter of

PT WASKITA BETON PRECAST TBK

Gedung Teraskita Lt. 3 & 3A

Jl. MT. Haryono Kav. No. 10A, Jakarta Timur 13340 Phone: (021) 22892999, Fax: (021) 29838025 Website:  www.waskitaprecast.co.id

Email:  This email address is being protected from spambots. You need JavaScript enabled to view it.

ANNOUNCEMENT

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

PT WASKITA BETON PRECAST TBK.

 

The Company hereby announced Extraordinary General Meeting of Shareholders of PT Waskita Beton Precast TBK. (“The Company”) will be held on Wednesday, July 26th 2017.

Pursuant to the Article of the Association (“AoA”) and Financial Services Authority regulation Number 32/POJK.04/2014 concerning Planning and Holding General Meetings of Shareholders of Public Limited Companies (“FSA regulation”), the Company hereby informs the following:

  1. The Invitation and Agenda will be published in 1 (one) daily newspaper with nationwide circulation in Bahasa Indonesia and 1 (one) daily newspaper with nationwide circulation in Bahasa Indonesia, the Stock Exchange’s (”IDX”) website, and the Company’s website on on Tuesday, July 4th 2017.
  2. Shareholders entitled to attend or to be represented and vote in the Meeting are those who are listed in the Company’s Shareholders Register and/or Shareholders whose names are registered in the list of PT Kustodian Sentral Efek Indonesia on Monday, July 3rd 2017 at 16.15 WIB.
  3. Shareholders can propose a written agenda by complying with the requirements on Article no. 12 AoA and Article 12 FSA regulation.  The proposal accompanied by the reasons and documents related to the proposed agenda shall be delivered and received by the Board of Directors of the Company no later than 7 (seven) days prior to the Meeting Invitation on Tuesday, June 27th, 2017 at 16:00 West Indonesia Time.

 

This announcement is also available and can be accessed on the Company’s website (www.waskitaprecast.co.id) and stock exchange’s website (www.idx.co.id).

 

Jakarta, Juni 19th 2017

Board of Directors of the Company