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Investment Commitment Strategy

PT Domus Jaya Share Subscription Transaction
Investor Communication Framework

đź“… November 28, 2025
đź”’ Confidential
đź“Š M&A Advisory

Executive Summary

This report provides a comprehensive communication strategy to secure investor commitment for the PT Domus Jaya 75% equity subscription transaction valued at USD 90 million. Given the statutory pre-emption rights held by existing shareholders under Indonesian Company Law, an upfront commitment fee is legally and commercially essential to proceed with share issuance, constitutional amendments, and transaction closure. This document presents three communication formats—WhatsApp, formal email, and face-to-face meeting transcript—calibrated to convince investors of the necessity and urgency of commitment.
01

Transaction Overview

75%
Post-Closing Investor Ownership
$90M
Total Capital Subscription
$30M
Pre-Money Valuation
725,733
New Shares to be Issued

Critical Legal Requirement: Commitment Fee

Without upfront investor commitment, existing shareholders will not waive their statutory pre-emption rights under Article 87 of Indonesian Company Law No. 40/2007. The commitment fee ensures:

  • Binding waiver of pre-emption rights by existing shareholders (PT Aman Jaya Perdana 99.92% + Tn. Ronald Wijaya 0.08%)
  • Authorization to proceed with GMS approval and constitutional amendments
  • Transaction exclusivity and elimination of competing investor approaches
  • Coverage of material legal, notarial, and regulatory costs (est. USD 50K-75K)
  • Deal certainty and protection against valuation shifts
02

Communication Channel 1: WhatsApp Message

Context: Informal, direct, and urgent. Suitable for initial outreach or follow-up after preliminary discussions. Emphasizes time sensitivity and competitive dynamics.
📱 WhatsApp Format

Hey [Name], quick update on the Domus Jaya deal—

The existing shareholders (PT Aman Jaya + Ronald) have statutory pre-emption rights under Indonesian law, meaning they get first shot at any new share issuance.

To secure your 75% stake at the USD 30M pre-money valuation, we need a commitment fee upfront. This locks in:

âś“ Their waiver of pre-emption rights (they could otherwise buy the 725k shares themselves)
âś“ GMS approval timeline
âś“ The deal structure before market conditions shift

Without your commitment, we can't ask them to sign away their legal rights. They won't waive for a "maybe."

Can we discuss the commitment structure this week? The window won't stay open long.

Strategic Rationale
The WhatsApp format leverages brevity and urgency. The checkmark bullets create visual impact while maintaining conversational tone. The closing question creates immediate action pressure without appearing aggressive. Ideal for investors who prefer informal, fast-moving communications.
03

Communication Channel 2: Formal Email

Context: Detailed, legally grounded, and structured. Suitable for institutional investors, legal/finance teams, or formal documentation trail. Provides comprehensive justification with legal citations.
Strategic Rationale
The formal email provides legal authority through statutory citations (Article 87, Law No. 40/2007) while maintaining business pragmatism. The numbered list structure ensures digestibility of complex legal concepts. The proposed structure table offers clear terms for negotiation. The closing paragraph creates urgency without ultimatum. Suitable for C-suite executives, legal counsel, and institutional investment committees requiring documentation trail.
04

Communication Channel 3: Face-to-Face Meeting

Context: In-person negotiation with high-net-worth individual or investment principal. Combines legal education with persuasive dialogue. Addresses objections proactively and closes with direct ask.
🗣️ Meeting Transcript Format
[Opening - After pleasantries and agenda review]
You: "Thanks for sitting down today. I want to address the elephant in the room—the commitment fee. I know it seems like we're asking for money upfront before you've even closed, but there's a very specific legal and commercial reason why this is non-negotiable for the 75% ownership structure we've discussed."
[Investor may nod or express skepticism]
You: "Let me walk you through the legal mechanics. Under Indonesian Company Law—specifically Article 87 of Law No. 40/2007—the existing shareholders have what's called statutory pre-emption rights. That's a fancy term, but it basically means they get first dibs on any new shares we issue."

"Right now, PT Aman Jaya Perdana owns 99.92% of the company—that's 241,711 shares. Ronald Wijaya owns the remaining 200 shares. For you to buy 725,733 new shares and get to 75% ownership, they have to formally waive their right to buy those shares first."
[Pause for comprehension]
You: "Now here's the thing: they're not going to waive that right—which is legally enforceable and very valuable—unless you've made a binding commitment. Think about it from their perspective. Why would they give up their statutory right to buy USD 90 million worth of shares at this valuation if you might walk away next week?"
Investor: [Likely asks: "But can't we just put it in the investment agreement?"]
You: "Great question. Technically, yes—but that creates a chicken-and-egg problem. To get to an investment agreement, we need to do several things first:

• Convene a General Meeting of Shareholders to approve the capital increase from 241,911 shares to 967,644 shares
• Amend the constitutional documents through a notarial deed
• Register the amendments with the Ministry of Law and Human Rights—that alone takes 4 to 8 weeks
• Draft the full Shareholders' Agreement, Share Subscription Agreement, and related documentation

All of that costs real money—we're talking USD 50,000 to 75,000 in legal and notary fees. And more importantly, it takes management time and focus. We're not going to start that process without knowing you're committed."
[Lean forward, direct eye contact]
You: "Here's what I really need you to understand: without your commitment fee, there is genuine risk that this deal doesn't happen—not because we don't want it, but because the existing shareholders might exercise their pre-emption rights themselves."

"PT Aman Jaya Perdana is a substantial entity. They could write a check for USD 89.8 million tomorrow if they wanted to keep 75% of the company for themselves. Right now, they're willing to dilute because they think bringing in a strategic investor—you—creates more value than keeping full ownership. But that goodwill evaporates if you're not serious."
Investor: [May push back on amount]
You: "Look, I hear you on the quantum. The commitment fee we're proposing is 2% to 5% of the total investment—so between USD 1.8 million and USD 4.5 million. But here's the key: it's fully creditable against your USD 90 million at closing. You're not losing money; you're just paying earlier to lock in the deal."

"And it's refundable if we fail to deliver on our side—if we can't get the GMS approval, if there's a material misrepresentation in due diligence, whatever. The fee protects both of us. It gives you certainty that we won't shop the deal to other investors while you're doing diligence. And it gives us certainty that you're real."
[Address timing urgency]
You: "The other thing I need to flag: time is not our friend here. The current valuation is based on our financial position as of September 30, 2025. We're growing, but we also have bank debt of about USD 170 million. If we wait another quarter or two, our earnings could shift the valuation up or down—and then we're back to square one negotiating."

"Plus, the existing shareholders' patience isn't infinite. They're running a business. If you're not ready to commit, they'll start asking whether there are other investors who are."
[Closing - Direct Ask]
You: "So here's what I'm proposing: we structure a USD 3 million commitment fee—that's 3.3% of your investment—payable within 7 days of signing a term sheet. That gives us 90 days of exclusivity to complete due diligence, finalize all documentation, and close. The fee gets credited dollar-for-dollar against your USD 90 million at closing."

"In exchange, you get certainty that you're buying 75% of this company at a USD 30 million pre-money valuation. No pre-emption issues, no competing bidders, no valuation renegotiation. And frankly, if you're not willing to commit USD 3 million upfront to secure a USD 90 million investment, I have to ask whether you're really ready to be a 75% shareholder in this business."
[Pause, gauge reaction]
You: "What questions do you have? I want to make sure you're comfortable with the mechanics here, because once we start the legal process, there's no going back for either of us."
Strategic Rationale
The face-to-face transcript employs progressive persuasion tactics: legal education → empathy framing ("think from their perspective") → addressing objections proactively → urgency injection → direct ask with specific terms. The dialogue format acknowledges anticipated investor questions and provides immediate rebuttals. The closing challenge ("if you're not willing to commit USD 3M...") creates psychological pressure without aggression. Ideal for principal-to-principal negotiations where relationship dynamics and non-verbal cues matter.
05

Implementation Roadmap

Multi-Channel Sequencing Strategy
Deploy communication channels sequentially based on investor responsiveness and relationship maturity:
Stage Channel Timing Objective
1. Initial Touch WhatsApp Day 1 Create urgency and flag commitment requirement informally
2. Formal Documentation Email Day 2-3 Provide legal justification and proposed terms for investor legal/finance team review
3. Negotiation Close Face-to-Face Day 5-7 Address objections, negotiate final terms, secure commitment agreement
4. Follow-Up Email + WhatsApp Day 8-10 Document agreed terms, send term sheet, confirm payment timeline
Key Messaging Pillars
Regardless of communication channel, maintain consistency across three core messaging pillars:
  1. Legal Necessity: Statutory pre-emption rights under Indonesian Company Law Article 87 make commitment fee non-negotiable. Existing shareholders will not waive valuable statutory rights absent binding investor commitment.
  2. Deal Protection: Commitment fee protects both parties—investor locks in valuation and ownership percentage; Company obtains certainty to incur material costs and foreclose alternative opportunities.
  3. Time Sensitivity: Valuation is based on Q3 2025 financials. Operational performance and market conditions create volatility risk. Existing shareholders have finite patience and may pursue alternative investors or exercise pre-emption rights themselves.

Next Steps: Investor Commitment Execution

To proceed with the PT Domus Jaya 75% equity subscription transaction, we require investor execution of commitment fee agreement within 7 business days. Legal documentation, GMS approval process, and regulatory filings will commence immediately upon receipt of commitment fee payment.

Schedule Commitment Discussion →

Report Details

Prepared for: Investment Committee / Board of Directors

Prepared by: M&A Strategic Advisory

Report Date: November 28, 2025

Transaction: PT Domus Jaya Share Subscription

Legal Disclaimer

This report contains forward-looking statements and strategic recommendations. Actual transaction outcomes may differ based on investor negotiations, regulatory approvals, and market conditions.

Communications should be adapted based on investor profile, relationship stage, and cultural considerations.

CONFIDENTIAL & PROPRIETARY
This document contains confidential information intended solely for the use of PT Domus Jaya and authorized transaction parties. Unauthorized disclosure, distribution, or reproduction is strictly prohibited.
© 2025 Strategic Advisory Services. All rights reserved.