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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT PETRINDO JAYA KREASI TBK (THE “COMPANY”)
IN CONNECTION WITH THE ACQUISITION OF SHARES OF PT MULTI TAMBANGJAYA UTAMA
WHICH IS A MATERIAL TRANSACTION AS STIPULATED UNDER
OJK REGULATION NO. 17/POJK.04/2020 ON MATERIAL TRANSACTION AND CHANGES OF
BUSINESS ACTIVITIES
The Company’s Board of Commissioners and Board of Directors, either individually or jointly, are fully responsible for the completeness
and accuracy of the information or material facts contained in this Disclosure of Information. The Board of Commissioners and Board of
Directors of the Company declare the completeness of the information disclosed in this Disclosure of Information and after careful
observation, confirm that the information contained in this Disclosure of Information is accurate and there are no material facts that are
not disclosed or omitted in this Disclosure of Information that may cause the material information in this Disclosure of Information become
incorrect and/or misleading.
The information contained in this Disclosure of Information is important to be read and considered by the Shareholders of the Company.
If you have difficulties in undertstanding the information as provided in this Disclosure of Information, please consult with securities
trading brokers, investment managers, legal counsels, public accountants, financial advisors or other professionals.
PT PETRINDO JAYA KREASI Tbk
Main Business Activities:
Holding Company Activities, Management Consulting Services, and Coal Mining through Subsidiaries
Domiciled in Jakarta, Indonesia
Main Office
Wisma Barito Pacific Building, floor 3th B
Let. Jend. S. Parman Street Kav. 62-63,
Jakarta 11410
Tel: (021) 5308520
Fax: (021) 5355678
Website: www.petrindo.co.id
Email: corsec@petrindo.co.id
This Disclosure of Information to the Shareholders is conveyed by the Company in connection with the acquisition of 2,263,030,000
shares or 100% of total issued shares in the Target Company, by the Company and PT Kreasi Jasa Persada from PT Indika Indonesia
Resources and Indika Capital Investments Pte, Ltd., with material value pursuant to OJK Regulation 17/2020.
This Disclosure of Information is published in Jakarta on 28 February 2024.
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DEFINTION AND ABBREVIATION
Public Accountant : Martinus Arifin, S.E., Ak, CA., CPA, Public Accountant Register No.
AP.1241, Accountant at Tanubrata Sutanto Fahmi Bambang & Rekan
Public Accountant Firm who reviewed the Company's Consolidated
Financial Statements.
ICI : Indika Capital Investments Pte. Ltd, a company incorporated under
the laws of Singapore and domiciled in Singapore.
IIR : PT Indika Indonesia Resources, a limited liability company
established under the laws of the Republic of Indonesia and domiciled
in South Jakarta.
Ministry of Law and Human : Ministry of Law and Human Rights of the Republic of Indonesia, as
Rights amended from time to time.
Disclosure of Information : Informations contained in this announcement and/or disclosure of
information in order to fulfill Regulation 17/2020.
KJP : PT Kreasi Jasa Persada, a limited liability company established under
the laws of the Republic of Indonesia and domiciled in West Jakarta,
which is controlled by the Company, and all or 100% of its shares are
directly or indirectly owned by the Company.
Consolidated Financial : The Consolidated Financial Statements of the Company and
Statements of the Company Subsidiaries together with the Interim Financial Information Review
Report for the 9-month period ending 30 September 2023, which has
been reviewed by a Public Accountant in accordance with Indonesian
Financial Accounting Standards based on the Report on the Review
of Interim Financial Information No. 187/2.P2304/MA.2/09.23 dated 8
November 2023.
MOLHR : The Minister of Law and Human Rights of the Republic of Indonesia
(formerly known as the Minister of Justice of the Republic of
Indonesia, the Minister of Justice and Human Rights of the Republic
of Indonesia, or the Minister of Law and Legislation of the Republic of
Indonesia) as part of the Transaction.
OJK : The Financial Services Authority (Otoritas Jasa Keuangan) which has
the functions, duties, supervision, examination and investigation as
stipulated in Law No. 21 of 2011 on the Financial Services Authority,
as amended by Law No. 4 of 2023 on the Development and
Strengthening of the Financial Sector.
Sellers : IIR and ICI who sold and transferred their shares in the Target
Company to the Company and KJP on the Closing Date. In this case,
ICI shall be also the party that novates the Marketing and Sales
Agreement to the Company.
Regulation 17/2020 : OJK Regulation No. 17/POJK.04/2020 dated 21 April 2020 on
Material Transaction and Changes of Business Activities.
Regulation 42/2020 : OJK Regulation No. 42/POJK.04/2020 dated 2 July 2020 on Affiliated
Transaction and Conflict of Interest Transaction.
Conditional Sale and : Conditional Sale and Purchase Agreement dated 22 September 2023,
Purchase Agreement or between the Company as the buyer and the Sellers as the seller.
CSPA
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Marketing and Sales : Marketing and Sales Agreement dated 25 June 2012 between the
Agreement Target Company and ICI as amended by Amendment No. 1 to
Marketing Services Agreement dated 5 January 2018.
Company : PT Petrindo Jaya Kreasi Tbk, a public limited liability company
established under and subject to the laws of the Republic of Indonesia
and domiciled in West Jakarta.
Target Company : PT Multi Tambangjaya Utama, a limited liability company established
under the laws of the Republic of Indonesia and domiciled in South
Jakarta.
GMS : The General Meeting of Shareholders.
Closing Date : The date on which the closing of Acquisition Transaction occured,
namely 26 February 2024.
Transaction : The Acquisition Transaction and its transfer (novation) of rights and
obligations under the Marketing and Sales Agreement from ICI to the
Company.
Acquisition Transaction : Purchase of shares by the Company, in amount of 2,263,030,000
shares representing 100% of the total issued and paid-up capital in
the Target Company held by the Sellers.
RECITALS
This Disclosure of Information is presented to the shareholders of the Company in connection with:
(i) the completion of the Acquisition Transaction, namely the purchase of 2,263,030,000 shares
representing 100% of the total issued and fully paid shares in the Target Company by the
Company and KJP from the Sellers through the signing of the:
(a) Deed of Share Acquisition No. 76 dated 26 February 2024 between IIR and the Company;
(b) Deed of Sale and Purchase No. 77 dated 26 February 2024 between ICI and the Company;
and
(c) Deed of Sale and Purchase No. 78 dated 26 February 2024 between ICI and KJP,
all made before Jose Dima Satria, S.H., M.Kn., Notary in South Jakarta (“Acquisition
Transaction Documents”); and
(ii) transfer (novation) of the Marketing and Sales Agreement from ICI to the Company through the
signing of the Novation Agreement on 26 February 2024 (“Novation Agreement”) which will
become effective upon ICI's receipt of payment of the marketing rights consideration as provided
in the Novation Agreement.
The closing of the Acquisition Transaction and the transfer (novation) of the Marketing and Sales
Agreement as disclosed in this Disclosure of Information are follow up actions to the fulfillment of all
preliminary conditions of the CSPA signed by the Company and the Sellers on 22 September 2023,
including the approval of the Ministry of Energy and Mineral Resources of the Republic of Indonesia for
the Acquisition Transaction, which has been disclosed by the Company on 25 September 2023 through
the disclosure of information on the website of Indonesia Stock Exchange.
The objectives of the acquisition of the Target Company by the Company are: (i) to add the Company's
assets with material value, (ii) to expand the Company's business activities in coal mining, (iii) to increase
production capacity, and (iv) for efficiency of all operational activities in the site with the use of labor,
facilities and infrastructure which are currently jointly owned by the Target Company and the Company.
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The value of the Transaction is USD218,000,000 (or equivalent to IDR3,406,223,600,000 assuming an
exchange rate of USD1 = IDR15,624.9 based on the average USD-IDR Jakarta of Interbank Spot Dollar
Rate for 5 business days prior to the closing of the Acquisition Transaction) which constitutes 188.6% of
the Company's equity based on the Company's Consolidated Financial Statements, amounting to
IDR1,805,858,843,256. Therefore, the Company must fulfill the requirements of material transactions as
stipulated under Regulation 17/2020, namely, among others, the obligation to obtain GMS approval and
to engage an appraiser to determine the fair value of the object of the material transaction and/or the
fairness of the material transaction.
However, considering the Transaction was carried out through a competitive bidding process held by IIR
and ICI since February 2023 where the Company became one of the bidders, therefore pursuant to Article
11 letter (f) of Regulation 17/2020, the Transaction is exempted from the obligation to engage an
appraiser and to obtain the approval of the Company's GMS as referred to in Article 6 paragraph (1)
letter (a) and (d) of Regulation 17/2020. The Company was declared the winning bidder on 22 September
2023.
Therefore, the Company is only required to (i) announce a disclosure of information to the public no later
than 2 working days after the occurrence of the material transaction; (ii) submit the disclosure of
information on the material transaction and supporting documents to OJK; and (iii) report on the results of
the implementation of the material transaction in the Company's annual report.
The Sellers are third parties who have no affiliation with the Company, so the Transaction is not an
affiliated transaction as referred to in Regulation 42/2020. The Company also believes that the Transaction
is not a conflict of interest transaction as referred to in Regulation 42/2020.
In connection with the above and in accordance with the provisions of the applicable laws and regulations,
in particular Regulation 17/2020, the Board of Directors of the Company announces this Disclosure of
Information with the intention of providing information and a more complete picture to the shareholders of
the Company regarding the Acquisition Transaction carried out by the Company and KJP.
BRIEF DESCRIPTION OF THE MATERIAL TRANSACTION
i. Transaction
a. The acquisition by the Company and KJP of 2,263,030,000 shares representing 100% of the
issued and paid-up capital in the Target Company through the signing of the Acquisition
Transaction Documents on 26 February 2024. Accordingly, since 26 February 2024, the
Company has become the holder of 99.99% shares in the Target Company and KJP has
become the holder of 0.01% shares in the Target Company.
b. Novation of ICI's rights and obligations under the Marketing and Sales Agreement to the
Company through the signing of the Novation Agreement. The novation will be effective upon
ICI’s receipt of payment of the marketing rights consideration as provided in the Novation
Agreement.
The Marketing and Sales Agreement basically governs ICI's exclusive right to market and sell
coal products produced by the Target Company.
ii. Transaction Value
The total value of the Transaction is USD218,000,000 (or equivalent to IDR3,406,223,600,000
assuming an exchange rate of USD1 = IDR15,624.9 based on the average USD-IDR of Jakarta
Interbank Spot Dollar Rate for 5 business days prior to the closing of the Acquisition Transaction).
iii. Information on the Parties in the Acquisition Transaction
BUYER
1. Brief History
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(a) The Company:
The Company is a public limited liability company, domiciled in West Jakarta, which
was established and is operated in accordance with and pursuant to the provisions of
the laws and regulations of the Republic of Indonesia.
The Company was established pursuant to Deed of Establishment No. 12 dated 4
August 2008, made before Benny Kristianto, S.H., Notary in Jakarta, which has been
ratified by the MOLHR pursuant to Decree No. AHU-70724.AH.01.01.Tahun 2008
dated 7 October 2008, which has been registered in the Company Register on MOLHR
No. AHU-0092971.AH.01.09.Tahun 2008 dated 7 October 2008 and announced on the
State Gazette of the Republic of Indonesia No. 104 dated 26 December 2008 and
Supplement to the State Gazette of the Republic of Indonesia No. 29515 (“the
Company’s Deed of Establishment”).
Since the Company's Deed of Establishment up to the date of this Disclosure of
Information, the Company's articles of association have been amended several times.
The latest amendment to the Company's articles of association is set out on Deed of
Shareholders' Resolution of Amendment to the Company's Articles of Association No.
23 dated 4 May 2023, made before Aulia Taufani, S.H., Notary in South Jakarta
Administrative City (“Deed 23/2023”). The Deed 23/2023 has (i) obtained receipt of
notification from the MOLHR under the receipt of notification on the Amendment of
Company's Articles of Association No. AHU-AH.01.03-0062333 dated 10 May 2023 and
(iii) registered in the Company Register of the MOLHR under No. AHU-
0086341.AH.01.11.Tahun 2023 dated 10 May 2023.
(b) KJP:
KJP is a limited liability company established and regulated under the laws of the
Republic of Indonesia, domiciled in West Jakarta. KJP was established pursuant to
Deed of Establishment No. 3 dated 3 August 2023, made before Suharyo Adi Nugroho,
S.H., M.Kn., M.H., Notary in Karawang Regency, which has been ratified by the MOLHR
based on Decree No. AHU-0056910.AH.01.01.Tahun 2023 dated 4 August 2023 and
has been registered in the company register on MOLHR under No. AHU-
0149318.AH.01.11.Tahun 2023 dated 4 August 2023 (“Deed of Establishment of
KJP”).
As at the date of this Disclosure of Information, the latest articles of association of KJP
are as contained in the Deed of Establishment of KJP (“AOA of KJP”).
2. Purpose and Objective and Business Activities
(a) The Company:
Based on Article 3 of the Company’s articles of association, the purpose and objective
of the Company is to engage in holding company activities and other management
consulting activities with the following business activities:
Main business activities:
Activities of Holding Companies (KBLI No. 64200), which includes the activities of
holding companies, namely companies that control the assets of a group of subsidiary
companies and the main activity is the ownership of the group. “Holding Companies”
are not involved in the business activities of their subsidiary companies. Its activities
include the services provided by counselors and negotiators in designing corporate
mergers and acquisitions.
Supporting business activities:
Other Management Consulting Activities (KBLI No. 70209) includes provisions for
advice, guidance and business operations and other organisational and management
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issues, such as strategic and organisational planning; decisions related to finance;
marketing objectives and policies; human resource planning, practices and policies;
planning scheduling and controlling production. The provision of these business
services may include advisory assistance, guidance and operation of various
management functions, management consultancy for agronomists and agricultural
economists in agriculture and the like, design of accounting methods and procedures,
cost accounting programs, budget monitoring procedures, provision of advice and
assistance for business and community services in planning, organizing, efficiency and
supervision, management information and others, including infrastructure investment
study services.
(b) KJP:
Based on Article 3 of the AOA of KJP, the purpose and objective of KJP is to engage in
mining and other quarrying support activities.
3. Capital Structure and Shareholders Composition
(a) The Company:
The capital structure and shareholders composition of the Company as at the date of
this Disclosure of Information are as set out in the Deed of Shareholders' Resolution of
Amendment to the Articles of Association of the Company No. 20 dated 7 November
2022, made before Aulia Taufani, S.H., Notary in South Jakarta Administrative City
(“Deed 20/2022”) and Deed 23/2023, as follows:
Capital Structure of the Company:
Authorised Capital IDR6,000,000,000,000
: divided into 30,000,000,000
shares with nominal value of IDR200 each.
Issued and Paid-up IDR2,248,378,000,000
: divided into 11,241,890,000
Capital shares with a nominal value of IDR200 each.
Shareholders Composition:
Nominal Value IDR200 per Share
No Shareholder Number of Nominal Amount (%)
Shares (IDR)
1 Mr. Prajogo Pangestu 9,551,765,000 1,910,353.000,000 84.96
2 Mr. Agus Salim Pangestu 125,000 25,000,000 0.01
3 Public 1,690,000,000 338,000,000,000 15.03
Total 11,241,890,000 2,248,378,000,000 100
Deed 20/2022 has (i) obtained an approval pursuant to Decree No. AHU-
0080951.AH.01.02.Tahun 2022 dated 9 November 2022, (ii) obtained receipt of
notification from the MOLHR under Receipt of Notification of Amendment of the
Company's Articles of Association No. AHU-AH.01.03-0311208 dated 9 November
2022 dan (iii) registered in the Company Register of the MOLHR under No. AHU-
0224304.AH.01.11.Tahun 2022 dated 9 November 2022.
(b) KJP:
Based on the AOA of KJP, the capital structure and shareholders composition of KJP
are as follows:
Capital Structure of KJP:
Authorised Capital IDR15,000,000,000
: divided into 15,000 shares with
nominal value of IDR1,000,000 each.
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Issued and Paid-up IDR5,000,000,000
: divided into 5,000 shares with nominal
Capital value of IDR1,000,000 each.
Nominal Value IDR1,000,000 per
share
DESCRIPTION %
NUMBER
NOMINAL AMOUNT
OF
(IDR)
SHARES
1. Company 4,999 4,999,000,000 99.98
2. PT Tamtama Perkasa 1 1,000,000 0.02
Total 5,000 5,000,000.000 100.00
4. Management and Supervision
(a) The Company:
The composition of members of Board of Commissioners and Board of Directors of the
Company as at the date of this Disclosure of Information are as set out in the Deed No.
12 dated 12 February 2024, made before Aulia Taufani, S.H., Notary in South Jakarta
Administrative City (“Deed 12/2024”), which shall be as follows:
Board of Commissioners:
President Commissioner : Erwin Ciputra
Independent Commissioner : Henky Susanto
Board of Directors:
President Director : Michael
Director : Daniel Jr Lopez Laurente
Director : Diana Arsiyanti
Director : Kartika Hendrawan
Deed No. 12/2024 has obtained receipt of notification from MOLHR based on Receipt
of Notification on the Changes of Company’s Data No. AHU-AH.01.09-0071184 dated
20 February 2024 and has been registered in the Company Register on MOLHR with
No. AHU-0036478.AH.01.11TAHUN 2024 dated 20 February 2024.
(b) KJP:
Based on AOA of KJP, composition of Board of Directors and Board of Commissioners
of KJP on the date of issuance of this Disclosure of Information shall be as follows:
Board of Commissioners:
President Commissioner : Erwin Ciputra
Board of Directors:
President Director : Michael
Director : Diana Arsiyanti
THE SELLERS
1. Brief History
(a) IIR:
IIR is a limited liability company, has its registered office in South Jakarta, which is
established and organised in accordance with and pursuant to the provisions of the
laws and regulations of Republic of Indonesia.
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IIR was established based on Deed of Establishment No. 135 dated 23 March 2011,
made before Melyani Noor Shandra, S.H., Notary in West Jakarta which has been
ratified by MOLHR based on Decree No. AHU-16367.AH.01.01.Tahun 2011 dated 31
March 2011, has been announced on the State Gazette of the Republic of Indonesia
No. 66 dated 16 August 2012 Supplement No. 37191 (“Deed of Establishment of IIR”).
From the Deed of Establishment of IIR up to the date of this Disclosure of Information,
the articles of association of IIR have been amended several times. The latest
amendment to the articles of association of IIR is set out in Deed of Restatement of the
Shareholders’ Resolution of IIR No. 38 dated 20 December 2023, made before Ungke
Mulawanti, S.H., M.Kn., Notary in Bekasi Regency (“Deed 38/2023”). Deed 38/2023
has (i) obtained receipt of notification from MOLHR based on Receipt of Notification on
Amendment of Articles of Association No. AHU-AH.01.03-0159554 dated 20 December
2023 and (iii) been registered in the Company Register of MOLHR with No. AHU-
0258067.AH.01.11TAHUN 2023 dated 20 December 2023.
(b) ICI:
ICI is a company established by the virtue of laws of Singapore. ICI was established on
8 May 2012 with Company Registry Number UEN 201211474R and having its address
at 7 Temasek Boulevard #08-01 Suntec Tower One, Singapore (038987).
2. Purpose and Objective and Business Activities
(a) IIR:
Pursuant to Article 3 of the articles of association of IIR, the purpose and objectives of
IIR shall be to carry out businesses in (i) wholesale and retail trade, (ii) mining and
quarrying, and (iii) professional, scientific and technical activities.
(b) ICI:
Based on corporate document under Company Registry Number UEN 201211474R,
the purpose and objectives of ICI shall be to carry out businesses in (i) wholesale trading
of fuels and related products, (ii) coal and mineral trading and wholesale trading.
3. Capital Structure and Shareholders Composition of KJP
(a) IIR:
The capital structure and shareholders composition of IIR on the date of this Disclosure
of Information are set out in the Deed 38/2023, as below:
Capital structure of IIR:
Authorised Capital : IDR5,000,000,000,000 divided into 5,000,000
shares, with a nominal value of IDR 1,000,000 each.
Issued and Paid-Up : IDR4,399,147,000,000 divided into 4,399,147
Capital shares, with a nominal value of IDR 1,000,000 each.
Shareholders composition:
Nominal Value IDR1,000,000 per Share
No. Shareholder Number of Nominal Amount (%)
Shares (IDR)
1. PT Indika Energy Tbk 4,111,846 4,111,846,000,000 93.46
2. PT Indika Inti Corpindo 287,301 287,301,000,000 6.54
Total 4,399,147 4,399,147,000,000 100
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(b) ICI:
The capital structure and shareholders composition of ICI on the date of this Disclosure
of Information are set out in the corporate document under Company Registry Number
UEN 201211474R.
ICI capital structure:
Issued and Paid-Up : S$10, divided into 10 shares
Capital
Komposisi kepemilikan saham:
Nominal value S$1 per Share
No. Shareholder Number of (%)
Nominal Value (S$)
Shares
1. IIR 10 10 100
Total 10 10 100
4. Management and Supervision
(a) IIR:
The Composition of the members of Board of Commissioners and Board of Directors of
IIR on the date of this Disclosure of Information are set out in the Deed No. 75 dated
23 August 2023, made before Ungke Mulawanti, S.H., M.Kn., Notary in Bekasi Regency
(“Deed 75/2023”), as follows:
Board of Commissioners:
President Commissioner : Retina Rosabai
Commissioner : Kamen Kamenov Palatov
Board of Directors:
President Director : Hanny Kuncoro Hendarso
Director : Putut Tria Putra
Director : UY. Vivien Widjaja
Deed No. 75/2023 has obtained receipt of notification from MOLHR based on Receipt
of Notification on the Change of Company Data No. AHU-AH.01.09-0155246 dated 24
August 2023 and has been registered in the Company Register on MOLHR with No.
AHU-0165157.AH.01.11.TAHUN 2023 dated 24 August 2023.
(b) ICI:
Pursuant to the corporate document under Company Registry Number UEN
201211474R, the members of management of ICI on the date of this Disclosure of
Information shall be as follows:
Director : Charles Cai
Director : Hanny Kuncoro Hendarso
Director : Azis Armand
Secretary : Chen Meiyun, Agnes
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EXPLANATION, CONSIDERATION AND REASON ON THE EXECUTION OF ACQUISITION TRANSANCTION
The background of the Acquisition Transaction is being executed amongst other are : (i) to add the
Company's assets; (ii) to expand the Company's business activities in coal mining; (iii) to increase
production capacity; and (iv) for efficiency of all operational activities in the site with the use of labor,
facilities and infrastructure which are currently jointly owned by the Target Company and the Company.
The Company is one of the parties participated in the competitive bidding process in connection with the
Transaction held by IIR and ICI since February 2023 and started to be followed by the Company at the
end of March 2023. The Company was selected as the winning bidder on 22 September 2023. Given that
the Acquisition Transaction was carried out through a bidding scheme, then in accordance with the
provisions of Article 11 letter (f) of POJK 17/2020, the Company is not required to engage an appraiser
and obtain the approval of the Company's GMS in connection with the implementation of material
transactions as contained in this Disclosure of Information.
INFORMATION RELATED TO OBJECT OF MATERIAL TRANSACTION
1. Brief History
The Target Company is an Indonesian legal entity in form of limited liability company, having its
registered address in South Jakarta City, which was established and is organised in accordance
with and pursuant to the provisions of the laws and regulations of the Republic of Indonesia.
The Target Company was established based on Deed of Establishment No. 392 dated 17
November 1989, made before Benny Kristianto, S.H., Notary in Jakarta which has been ratified by
MOLHR based on Decree No. 02-1542.HT.01.01-TH.90 dated 22 March 1990 and has been
registered in the Register Book of West Jakarta District Court dated 31 March 1990 (“Target
Company’s Deed of Establishment”).
Since the Target Company’s Deed of Establishment up to the date of this Disclosure of
Indormation, the articles of association of the Target Company have been amended several times.
The latest amended to the articles of association of the Target Company is set out in Deed of
Statement of the Shareholders’ Resolution No. 16 dated 11 October 2021, made before Ungke
Mulawanti, S.H., M.Kn., Notary in Bekasi Regency (“Deed 16/2021”). Deed 16/2021 has (i)
obtained an approval on amendment of articles of association from MOLHR based on Approval on
Amendment of Articles of Association of the Company No. AHU-0058948.AH.01.02.TAHUN 2021
dated 25 October 2021 and (ii) been registered in the Company Register on MOLHR with No. AHU-
0184460.AH.01.11.Tahun 2021 dated 25 October 2021.
As at the date of this Disclosure of Information, the shareholders of Target Company has signed a
Circular Resolution In Lieu of the Extaordinary General Meeting of Shareholders of the Target
Company dated 26 February 2024 which generally has approved, as the implementation of the
Acquisition Transaction, amongst others (1) the change of the Target Company’s status from
foreign investment to domestic investment and further to carry out amendment to the Target
Company’s articles of association; (2) the change of composition of Board of Directors and Board
of Commissioners of the Target Company; (3) the change of composition of shares ownership of
the Target Company, which as at the date of this Disclosure of Information, the Target Company
is still in the process of finalising the deed of statement of the shareholders’ resolution in relation
to the amendment to the articles of association as mentioned and still in the process to obtain
approval on amendment to articles of association from MOLHR (as relevant) (“2024 Circular
Resolution”).
2. Purpose and Objective and Business Activitiy
Pursuant to Article 3 of the articles of association of the Target Company, the purpose and
objectives of the target Company shall be in coal mining.
In order to carry out the aforementioned purposes and objectives, the Target Company may carry
out coal mining (KBLI 05100) which includes mining operations, drilling for various qualities of coal
such as anthracite, bituminous and subbituminous either above-ground or underground mining,
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including mining by liquefaction. The mining operations include excavation, crushing, washing,
filtering and mixing and compation to improve quality or facilitate transportation and storage.
Includes the search for coal from a coal flour pool (culm bank).
3. Capital Structure and Shares Ownership Composition
Capital structure and composition of ownership of the Target Company on the date of this
Disclosure of Information are set out in the Deed 16/2021, as follows:
Capital structure of the Target Company:
Authorised Capital : IDR2,500,000,000,000 divided into 2,500,000,000 shares
with a nominal value of IDR1,000 each.
Issued and Paid-Up : IDR2,263,030,000,000 divided into 2,263,030,000 shares
capital with a nominal value of IDR1,000 each.
Shareholders composition:
Nominal Value IDR1,000 per Share Nominal
Value
No. Shareholder Number of IDR200
Number of Shares per
Shares
Share
1. IIR 1,923,575,000 1,923,575,000,000 85
2. ICI 339,455,000 339,455,000,000 15
Total 2,263,030,000 2,263,030,000,000 100
Further, the composition of shares ownership of Target Company after the performance of the
Acquistion Transaction based on the 2024 Circular Resolution shall be as follows:
Nominal Value IDR1,000 per Share
No. Shareholder Number of Nominal Amount (%)
Shares (IDR)
1. Company 2,263,029,999 2,263,029,999,000 99.99
2. KJP 1 1,000 0.01
Total 2,263,030,000 2,263,030,000,000 100
4. Management and Supervision
Composition of members of Board of Commissioners and Board of Directors of the Target
Company on the date of this Disclosure of Information are set out in the Deed No. 29 dated 31
March 2022, made before Ungke Mulawanti, S.H., M.Kn., Notary in Bekasi Regency (“Deed
29/2022”), as follows:
Board of Commissioners:
President Commissioner : Hanny Kuncoro Hendarso
Commissioner : Sriyanto
Commissioner Wolfgang Amadeus William
Board of Directors:
President Director : Putut Tria Putra
Director : UY. Vivien Widjaja
Director : Ir. Muhamad Wahyu Gatot
Director : Setiyo Pamoedji
Director : Pujo Tri Wahyudi
Deed No. 29/2022 has obtained receipt of notification from the MOLHR based on Receipt of
Notification on the Change of Company Data No. AHU-AH.01.09-0001397 dated 5 April 2022 and
11
Page 12
registered in the Company Register on MOLHR with No. AHU-0067103.AH.01.11TAHUN 2024
dated 5 April 2022.
Further, compositions of members of Board of Commissioners and Board of Directors of the Target
Company after the implementation of the Acquistion Transaction based on the 2024 Circular
Resolution are as follows:
Board of Commissioners:
President Commissioner : Erwin Ciputra
Commissioner : Diana Arsiyanti
Board of Directors:
President Director : Michael
Director : Daniel Jr Lopez Laurente
Director : Hendrawan Kartika
Director : Polmer Nababan
Director : Pujo Tri Wahyudi
DECLARATION OF BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
The Board of Directors of the Company declares that the Acquisition Transaction does not constitutes
as an Affiliated Transaction as referred to in Regulation 42/2020.
The Board of Commissioners and Board of Directors of the Company declare that the Acquistion
Transaction do not have Conflict of Interest as referred to in Regulation 42/2020.
Information disclosed in this Disclosure of Information has been approved by the Board of Commissioners
and Board of Directors of the Company, and Board of Commissioners and Board of Directors of the
Company are responsible for the accuracy of such information. The Board of Commissioners and Board
of Directors of the Company declare that all material information disclosed in this Disclosure of Information
are correct and can be held accountable and there is no other information which have not been disclosed
which may cause information disclosed in this Disclosure of Information become incorrect or misleading.
ADDITIONAL INFORMATION
Any person who needs any further information may contract the Company at the following address:
PT Petrindo Jaya Kreasi Tbk
Wisma Barito Pacific Building, floor 3rd B
Jl. Let. Jend. S. Parman Kav. 62-63, Jakarta 11410
Tel: (021) 5308520
Fax: (021) 5355678
Website: www.petrindo.co.id
Email: corsec@petrindo.co.id
12
Names mentioned 39 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT MULTI TAMBANGJAYA UTAMA WHICH IS A MATERIAL
p.1
unresolved
org
PT Indika Indonesia Resources
p.1 ×2
unresolved
person
Martinus Arifin
p.2
unresolved
org
Tanubrata Sutanto Fahmi Bambang & Rekan
p.2
unresolved
org
Indika Capital Investments Pte. Ltd
p.2
unresolved
org
Ministry of Law and Human
p.2
unresolved
org
Ministry of Law and Human Rights
p.2
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
Minister of Justice
p.2
unresolved
org
Minister of Justice and Human Rights
p.2
unresolved
org
Minister of Law and Legislation
p.2
unresolved
org
Financial Services Authority
p.2 ×2
unresolved
org
PT Multi Tambangjaya Utama
p.3
unresolved
person
Jose Dima Satria
· Notaris
p.3
unresolved
org
Ministry of Energy and Mineral Resources
p.3
unresolved
org
Indonesia Stock Exchange
p.3
unresolved
person
Benny Kristianto
· Notaris
p.5 ×3
unresolved
person
Aulia Taufani
· Notaris
p.5 ×5
unresolved
person
Suharyo Adi Nugroho
· Notaris
p.5 ×2
unresolved
org
PT Tamtama Perkasa
p.7
unresolved
person
Melyani Noor Shandra
· Notaris
p.8
unresolved
person
Ungke Mulawanti
· Notaris
p.8 ×7
unresolved
org
PT Indika Inti Corpindo
p.8
unresolved
org
West Jakarta District Court
p.10
unresolved
person
Wolfgang Amadeus William
· Commissioner
p.11
unresolved
person
Ir. Muhamad Wahyu Gatot
p.11 ×2
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
2411 ms
12 Sep 2026 21:30
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}