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Legal and financial roadmap for primary issuance and change of control.
Achieving a 75% post-money valuation for the Investor via primary issuance requires tripling the current capital base of PT Domus Jaya. This triggers immediate "Change of Control" covenants with the Company's primary lender, PT Bank Mandiri (Persero) Tbk.
Because the existing shareholders must (a) waive statutory pre-emptive rights and (b) risk default on personal guarantees to restructure the bank facility, the transaction cannot legally commence without a binding Commitment Fee.
To achieve 75% ownership post-issuance, the Investor must inject capital equivalent to 300% of the existing equity base. [cite_start]The current Authorized Capital (241,911 shares) is fully issued [cite: 1445] and must be amended.
| Shareholder | Shares Owned | Equity % | Control Status |
|---|---|---|---|
| INVESTOR (New Subscription) | 725,733 | 75.00% | Supermajority |
| PT Aman Jaya Perdana [cite: 1447] | 241,711 | 24.98% | Diluted |
| Tn. [cite_start]Ronald Wijaya [cite: 1448] | 200 | 0.02% | Diluted |
| TOTAL | 967,644 | 100.00% | - |
*Calculation assumes IDR 1,000,000 par value per share[cite: 1444].
The transaction is not a simple share transfer. It requires navigating three concurrent high-risk workstreams, necessitating upfront commitment.
[cite_start]PT Domus Jaya holds significant long-term debt (Investment Credit 1 & 2) with PT Bank Mandiri (Persero) Tbk[cite: 1108, 1120]. The facility agreements contain Cross Default clauses linked to the shareholding of PT Aman Jaya Perdana. Diluting the Guarantor below 51% requires a formal bank waiver prior to issuance.
[cite_start]Existing facilities are secured by Personal Guarantees from Mr. Aman and Mr. Ronald Wijaya, and a Corporate Guarantee from PT Aman Jaya Perdana[cite: 1297]. Initiating a Change of Control without a secured exit/refinancing plan exposes the current owners to immediate personal liability calling.
Under Indonesian Company Law, existing shareholders have the priority right to purchase new shares. To achieve the 75% target, the current owners must formally waive these rights in a General Meeting of Shareholders (GMS). This is an irreversible corporate action.
[cite_start]Given the necessity to obtain Bank Mandiri consents [cite: 1348] [cite_start]and increase Authorized Capital[cite: 1444], the Company cannot proceed to the drafting phase without a non-refundable commitment fee.
Rationale: