Jakarta, 10 August 2022. PT XL Axiata Tbk (XL Axiata) held an Extraordinary General Meeting of Shareholders (EGMS) to seek approval for the plan to increase capital through a Limited Public Offering III (LPO III) by granting Preemptive Rights. The event, which took place on 10 August 2022, is in accordance with the provisions of Article 15 POJK No. 32/2015. The Company plans to use all of the net proceeds obtained from the LPO III, after deducting share issuance costs, to be used to pay debts.
Director & Chief Financial Officer of XL Axiata, Budi Pramantika said, "The Company estimates that the planned LPO III will strengthen the Company's capital structure in order to develop the Company's main business activities of providing telecommunications services and/or telecommunications networks and/or multimedia, as well as other designations that will support the Company's business growth and have a positive effect on the Company's financial condition."
In relation to the corporate action, the Board of Directors of the Company conveyed the following points:
A. Maximum Amount of Shares Issuance Plan by Granting Preemptive Rights
In implementing the Company's plan to increase its capital through the LPO III by granting Preemptive Rights, the Company plans to issue new shares with a nominal value of Rp100 per share in the maximum number of 2,750,000,000 (two billion seven hundred fifty million) new shares (“New Shares”). The Preemptive Rights issued in LPO III will entitle the shareholders of the Company to purchase New Shares. New Shares to be issued will be listed on the Indonesia Stock Exchange. The New Shares will have the same rights as the other shares of the Company that have been issued by the Company prior to the LPO III. In addition to obtaining the approval of the EGMS, in accordance with POJK No.32/2015, the implementation of LPO III can be carried out after the Company submits a registration statement in the context of increasing capital by providing Preemptive Rights along with supporting documents to the OJK and the Company's registration statement, which will be submitted to the OJK, in connection with the plan additional capital by granting Preemptive Rights is declared effective by OJK.
B. Estimated Period of Capital Increase Implementation
In accordance with the provisions of Article 8 paragraph (3) POJK No. 32/2015, the period between the date of approval of the EGMS in relation to LPO III by granting Preemptive Rights to the effective date of registration of LPO III by granting Rights is not more than 12 (twelve) months. Therefore, the Company plans to carry out additional capital through LPO III by granting the said Preemptive Rights within the 12 (twelve) month period.
C. Analysis of the Effect of Capital Increase on Financial Condition and Shareholders
The Company estimates that LPO III plan can strengthen the Company's capital structure in order to develop the business activities of providing telecommunications services and/or telecommunication and/or multimedia networks which are part of the Company's main business activities as well as other designations that can support the Company's business growth so that it will have a positive effect on the Company's financial condition.
In LPO III, if there are no or only a portion of the shareholders who exercise their Preemptive Rights, then all the remaining New Shares that are not subscribed or purchased will be purchased by a standby buyer, who will be appointed later. In the event that a shareholder does not exercise his Preemptive Rights, his percentage of ownership in the Company will be diluted up to a maximum of 20.49% (twenty point forty-nine percent).
D. Estimated Use of Funds
The Company plans to use all of the net proceeds obtained from LPO III, after deducting share issuance costs, to be used to pay debts.
E. Additional information
To obtain information regarding the proposed LPO III, the shareholders of the Company may contact the Company's Corporate Secretary, every day and working hours of the Company at the address below:
PT XL AXIATA TBK
XL Axiata Tower,
Jl. H.R. Rasuna Said Blok X5 Kav. 11-12 Kuningan Timur, Setiabudi
Jakarta Selatan 12950 – Indonesia Phone: (021) 5761881 Fax: (021) 5761880
Email: [email protected]
On the second agenda, EGMS approved The Amendment To The Provisions Of Article 4 Paragraph (2) Of The Company's Articles Of Association In Connection With The Implementation Of Limited Public Offering III With Pre-emptive Rights (“PUT III”).
Meanwhile, on the third agenda, EGMS also approved The Change To The Company’s Board Of Commissioners. It followed the acceptance of the resignation letter from Dato’ Mohd. Izzaddin Bin Idris as the Commissioner of the Company.
With the approval of the resignation as the above mentioned matters, the composition of the Board of Commissioners of the Company as of the closing of this Meeting is as follows: