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DISCLOSURE OF INFORMATION TO SHAREHOLDERS
PT RAHARJA ENERGI CEPU TBK (THE “COMPANY”)
This Disclosure of Information is provided by the Company in order to comply with Financial
Services Authority Regulation No. 17/POJK.04/2020 on Material Transactions and Changes
in Business Activities in conjunction with Financial Services Authority Regulation No.
31/POJK.04/2015 on Disclosure of Material Information or Facts by Issuers or Public
Companies (including its amendments).
PT Raharja Energi Cepu Tbk
Business Activities:
Engaging in holding company activities, other management consulting activities,
crude petroleum mining, and natural gas mining.
Head Office:
Office Park Thamrin Residences A01-05
Jl. Thamrin Boulevard, Kebon Melati, Tanah Abang
Central Jakarta, DKI Jakarta, 10220
Indonesia
Telephone: (021) 23579812
Facsimile: (021) 23579812
Email: corsec@rec.co.id
Website: www.rec.co.id
If you encounter any difficulty in understanding the information set out in this Disclosure
of Information or are uncertain in making a decision, you are advised to consult with your
securities broker, investment manager, legal advisor, public accountant, or other
professional advisor.
The Board of Directors and the Board of Commissioners of the Company, individually and
jointly, are fully responsible for the completeness and accuracy of all material information
or facts contained in this Disclosure of Information and affirm that the information
presented herein is true and that there are no undisclosed material facts that could render
such material information inaccurate and/or misleading.
This Disclosure of Information is issued in Jakarta on 31 March 2026
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DEFINITIONS AND TERMS
“Affiliate” : Means:
a. a familial relationship by marriage or descent up to the
second degree, either horizontally or vertically;
b. relationship between a party and its employees, directors,
or commissioners;
c. a relationship between two companies having one or more
members of the same board of directors or board of
commissioners;
d. a relationship between a company and a party that
directly or indirectly controls or is controlled by such
company;
e. a relationship between two companies that are directly or
indirectly controlled by the same party; or
f. a relationship between a company and its major
shareholders.
“Conflict of Interest” : A situation where there is a divergence between the economic
interests of a public company and the personal economic
interests of members of the Board of Directors, members of
the Board of Commissioners, major shareholders, or
controlling parties, which may be detrimental to the public
company.
“Indonesia Stock : A stock exchange as referred to in Law No. 8 of 1995 on Capital
Exchange” or “IDX” Markets (as amended), in this case operated by PT Bursa Efek
Indonesia domiciled in Jakarta.
“Board of : The corporate organ responsible for general and/or specific
Commissioners” supervision in accordance with the articles of association and
for providing advice to the Board of Directors.
“Board of Directors” : The corporate organ vested with full authority and
responsibility for managing the company for the benefit of the
company in accordance with its purposes and objectives, as
well as representing the company both within and outside the
court in accordance with the articles of association.
“Guarantee to : A corporate guarantee and cash deficit guarantee provided by
Creditors” the Company to secure the obligations of PT REM in
connection with the planned financing facility for the
Acquisition Transaction by PT REM.
“Corporate Guarantee : A corporate guarantee provided by the Company to secure the
to Seller” obligations of PT REM in connection with the Acquisition
Transaction by PT REM as stipulated under the Share Sale
and Purchase Agreement.
“Disclosure of : This disclosure of information provided to the Company’s
Information” shareholders for the purpose of complying with POJK No.
17/2020.
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“KJPP FDI&R” : Ferdinand, Danar, Ichsan & Rekan Public Appraisal Services
Office (FDI&R), acting as an Appraiser duly licensed based on
the Decree of the Minister of Finance No. 2.22.0176 KMK
460/KM.1/2022 dated 21 April 2022 and registered as a
capital market supporting professional services firm with the
OJK pursuant to the Certificate of Registration of Capital
Market Supporting Professionals No. STTD.PB-47/PJ-
1/PM.021/2024.
“Company’s : The Company’s Interim Consolidated Financial Statements
Consolidated Financial for the period ended 30 November 2025, which have been
Statements” audited by Public Accounting Firm Paul Hadiwinata, Hidajat,
Arsono, Retno, Palilingan & Rekan as set forth in Report No.
PHHARP-AL/039/RD/AD/2026 dated 16 March 2026, with
an unqualified opinion in all material respects.
“Fairness Opinion : Fairness Opinion Report No. 00063/2.0176-
Report dated 30 March 00/BS/02/0213/1/III/2026 dated 30 March 2026, issued by
2026” KJPP FDI&R to provide an opinion on the fairness of the
Acquisition Transaction Series and the provision of Guarantee
to Creditors, for the purpose of complying with POJK No.
17/2020.
“MOL” : The Minister of Law of the Republic of Indonesia, formerly
known as the Minister of Law and Human Rights of the
Republic of Indonesia (“MOLHR”).
“Financial Services : An independent authority whose functions, duties, and
Authority”, “FSA” or powers include regulation, supervision, examination, and
“OJK” investigation in the capital markets, insurance, pension
funds, financing institutions, and other financial services
sectors, as referred to in Law No. 21 of 2011 on the Financial
Services Authority, as amended.
“Shareholders” : Parties that hold beneficial interests in the Company’s shares,
whether in scrip form or in collective custody, which are
deposited and administered in securities accounts with the
Indonesian Central Securities Depository, and are recorded in
the Company’s Register of Shareholders maintained by the
Share Registrar appointed by the Company.
“Controller” : A party that, directly or indirectly:
a. owns more than 50% (fifty percent) of the total issued and
fully paid-up shares with voting rights in a company; or
b. has the ability to determine, directly or indirectly and by
any means, the management and/or policies of a
company.
“Appraiser” : An individual who, by virtue of their expertise, carries out
valuation activities in the capital market.
“Novation Agreement” : The Novation Agreement dated 24 December 2025, entered
into and executed by and among PT REM as the New Lender,
SMS Offshore Overseas Limited as the Original Lender, SMS
Development Limited as the Borrower, and Cosimo Borrelli of
Kroll HK Limited as the receiver of SMS Offshore Overseas
Limited (each as defined in the Novation Agreement), the
execution of which has been disclosed by the Company to its
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Shareholders through a disclosure of material information
dated 24 December 2025.
This Novation Agreement was entered into in connection with
the transfer (novation) of all rights, interests, and obligations
of SMS Offshore Overseas Limited to PT REM, under a
shareholder loan agreement dated 24 December 2025 between
SMS Offshore Overseas Limited and SMS Development
Limited.
“Company” : PT Raharja Energi Cepu Tbk, a public company domiciled in
South Jakarta, whose shares are listed on the Indonesia Stock
Exchange, and established under the laws of the Republic of
Indonesia.
“Controlled Company” : A company that is directly or indirectly controlled by a public
company as defined under POJK No. 42/2020.
“POJK No. 15/2020” : OJK Regulation No. 15/POJK.04/2020 on the Planning and
Implementation of General Meetings of Shareholders of Public
Companies.
“POJK No. 17/2020” : OJK Regulation No. 17/POJK.04/2020 on Material
Transactions and Changes in Business Activities.
“POJK No. 42/2020” : OJK Regulation No. 42/POJK.04/2020 on Affiliated
Transactions and Conflict of Interest Transactions.
“Share Sale and : The Share Sale and Purchase Agreement dated 25 December
Purchase Agreement” 2025, entered into and executed by and among SMS Offshore
or “SSPA” Overseas Limited as the Seller, Cosimo Borrelli of Kroll HK
Limited as the Sales Agent, PT REM as the Purchaser, the
Company as the Purchaser’s Guarantor, and OCP Asia Fund
IV and OCP Asia Fund V as the New Lenders (each as defined
in the SSPA), the execution of which has been disclosed by the
Company to its Shareholders through a disclosure of material
information dated 25 December 2025.
The SSPA was entered into in connection with the acquisition
of 100% (one hundred percent) of the shares in SMS
Development Limited by PT REM.
“PT REI” : PT Raharja Energi Indonesia, a limited liability company
domiciled in Central Jakarta, established under the laws of
the Republic of Indonesia, of which 99% (ninety-nine percent)
of its shares are owned by the Company. Accordingly, PT REI
is a Controlled Company of the Company.
“PT REM” : PT Raharja Energi Madura, a limited liability company
domiciled in South Jakarta, established under the laws of the
Republic of Indonesia, of which 51% (fifty-one percent) of its
shares are owned by PT REI. Accordingly, PT REM is an
indirectly Controlled Company of the Company through PT
REI.
“Rp” or “Rupiah” : Indonesian Rupiah, being the lawful currency of the Republic
of Indonesia.
“GMS” : General Meeting of Shareholders of the Company.
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“EGMS” : Extraordinary General Meeting of Shareholders of the
Company.
“Affiliated Transaction” : Any activity and/or transaction conducted by a public
company or its controlled company with an Affiliate of such
public company or an Affiliate of members of the Board of
Directors, Board of Commissioners, major shareholders, or
controllers, including any activity and/or transaction
conducted by a public company or its controlled company for
the benefit of such Affiliates.
“Acquisition : The acquisition of 100% (one hundred percent) of the shares
Transaction by PT in SMS Development Limited by PT REM, carried out through
REM” (i) the Novation Agreement and (ii) the Share Sale and
Purchase Agreement.
“Material Transaction” : Any transaction carried out by a public company or its
controlled company that meets the value threshold as
stipulated under POJK No. 17/2020.
“Company Law” : Law No. 40 of 2007 concerning Limited Liability Companies,
as amended.
“USD” : United States Dollar, being the lawful currency of the United
States of America.
INTRODUCTION
The information set out in this Disclosure of Information has been prepared to comply with
POJK No. 17/2020 in connection with several Material Transactions to be carried out by (i)
PT REM, a Controlled Company of the Company; and (ii) the Company.
The Material Transaction to be undertaken by PT REM is the Acquisition Transaction by
PT REM, while the Material Transactions to be undertaken by the Company consist of
(i) the provision of a Corporate Guarantee to the Seller; and (ii) the provision of a
Guarantee to Creditors.
The Acquisition Transaction by PT REM and the provision of the Corporate Guarantee to the
Seller are hereinafter collectively referred to as the “Acquisition Transaction Series.”
The Board of Directors and the Board of Commissioners of the Company, individually and
jointly, state that the Acquisition Transaction Series and the provision of the Guarantee to
Creditors constitute Material Transactions, as the value of such transactions exceeds 20%
(twenty percent) of the Company’s equity as of 30 November 2025, as reflected in the
Company’s Consolidated Financial Statements.
Considering the relationship between the Company and PT REM as a Controlled Company,
the Material Transactions in the form of the provision of the Corporate Guarantee to the Seller
and the Guarantee to Creditors constitute Affiliated Transactions as defined under POJK No.
42/2020. However, such transactions do not constitute Conflict of Interest Transactions.
Furthermore, pursuant to Article 33 letter (a) of POJK No. 17/2020 and Article 24 paragraph
(1) of POJK No. 42/2020, where a Material Transaction also constitutes an Affiliated
Transaction, the Company is only required to comply with POJK No. 17/2020. Accordingly,
this Disclosure of Information is provided in compliance with POJK No. 17/2020.
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Pursuant to Article 11 letter (c) of POJK No. 17/2020, the Material Transaction in the form
of the provision of the Guarantee to Creditors is exempt from the requirement to appoint an
Appraiser and to obtain prior approval from the Shareholders. Nevertheless, as part of the
implementation of good corporate governance, compliance with Article 12 paragraph (8) of
the Articles of Association of the Company, and taking into account Article 102 of the
Company Law, the Company has obtained a fairness opinion in respect of such transaction
based on the Fairness Opinion Report dated 30 March 2026, and such transaction will still
be submitted for approval by the Shareholders at the EGMS to be held on 7 May 2026 (“EGMS
7 May 2026”).
Meanwhile, the Acquisition Transaction by PT REM and the Corporate Guarantee to the Seller
are not subject to such exemption. Therefore, in accordance with Article 6 paragraph (1)
letters (a) and (d) of POJK No. 17/2020, the Company has obtained a fairness opinion and
approval for such transactions will be sought at the EGMS 7 May 2026.
In connection with the EGMS 7 May 2026, the Company has announced the plan to convene
the EGMS on 31 March 2026 through the Company’s website, the PT Kustodian Sentral Efek
Indonesia’s website (eASY.KSEI), and the IDX website, in accordance with POJK No. 15/2020.
In compliance with POJK No. 17/2020, this Disclosure of Information is made available
through the Company’s website and the IDX website.
DESCRIPTION OF MATERIAL TRANSACTIONS
A. OBJECT AND VALUE OF MATERIAL TRANSACTIONS
In connection with the implementation of the Acquisition Transaction Series and the
provision of the Guarantee to Creditors, the relevant parties have entered into the
Novation Agreement, the SSPA, and a supplemental letter dated 17 March 2026, which
principally contain the following terms:
a. Novation Agreement
Parties to the : 1. PT REM as the New Lender;
Transaction
2. SMS Offshore Overseas Limited as the
Original Lender;
3. SMS Development Limited as the Borrower;
and
4. Cosimo Borrelli of Kroll HK Limited as
receiver of SMS Offshore Overseas Limited,
(each as defined in the Novation Agreement).
Value and Object of : The object of the novation is a shareholder loan
Novation agreement amounting to USD 59,208,570 (the
“Loan Agreement”).
Such loan was previously granted by SMS
Offshore Overseas Limited to SMS Development
Limited.
The amount represents the transfer price payable
by the new lender to the original lender.
Novation Mechanism : The novation mechanism is as follows:
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1. PT REM shall pay USD 59,208,570 to SMS
Offshore Overseas Limited no later than two
business days after the fulfillment of the
conditions precedent under the SSPA; and
2. Upon such payment, all rights, interests, and
obligations of SMS Offshore Overseas Limited
as creditor under the Loan Agreement shall be
transferred to PT REM (the “Effective Time”).
Scope of Agreement : The Novation Agreement governs the transfer
(novation) of all rights, interests, and obligations
of SMS Offshore Overseas Limited under the Loan
Agreement to PT REM, effective as of the Effective
Time.
Key terms of the Loan Agreement include:
a. Principal Amount
USD 59,208,570
b. Maturity
The loan does not have a fixed term and shall
become due upon demand for payment by the
lender.
c. Interest Rate
The loan bears interest at a rate of 0% (zero
percent) per annum or such other interest rate
as may be determined by the lender.
d. Repayment Schedule
Repayment of the loan shall be made upon
written demand by the lender, in accordance
with the payment mechanism as stipulated in
the Loan Agreement, including but not limited
to cash payment or other mechanisms as may
be agreed by the parties.
e. Collateral
None.
f. Prohibited Actions by the Debtor
None.
Governing Law : English Law
Dispute Resolution : Any dispute shall be resolved through arbitration
at the Singapore International Arbitration Centre
(SIAC), with the seat of arbitration in Singapore
and conducted in the English language.
b. SSPA
Parties to the : 1. SMS Offshore Overseas Limited as the Seller;
Transaction
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2. Cosimo Borrelli of Kroll HK Limited as the
Sales Agent;
3. PT REM as the Purchaser;
4. the Company as the Purchaser’s Guarantor;
and
5. OCP Asia Fund IV and OCP Asia Fund V, each
as the New Lenders,
(each as defined in the SSPA)
Scope of the Agreement : The SSPA governs the acquisition of 100% (one
hundred percent) of the shares held by SMS
Offshore Overseas Limited in SMS Development
Limited by PT REM, including the transfer of all
rights and interests attached to such shares to PT
REM.
SMS Development Limited is an investment
company holding shares in Husky-CNOOC
Madura Limited (“HCML”), which engages in the
exploration and production of crude oil and
natural gas in the Madura Strait, Indonesia,
pursuant to a production sharing contract (PSC)
between HCML and SKK Migas (“PSC”).
In addition, the SSPA also provides for the
granting of a corporate guarantee by the Company
in respect of PT REM’s obligations in connection
with the implementation of the transaction in
accordance with the provisions of the SSPA.
Transaction Value and : The transaction value consists of:
Payment Mechanism
a) Base transaction price
USD 62,510,594
b) Initial deposit
PT REM is required to pay a deposit of USD
12,500,000 upon the execution of the SSPA on
25 December 2025.
c) Contingent payment
SMS Development Limited may receive
additional payments of:
USD 16.5 million, if the PSC extension is
obtained; and
an additional USD 3 million if the PSC
extension is obtained before 30 June 2027.
Conditions Precedent : The transaction may only be completed upon the
fulfillment of, among others, the following
conditions:
1. approval of the Company’s GMS on the
Material Transaction in accordance with OJK
regulations;
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2. settlement of certain loans held by SMS
Development Limited;
3. SMS Offshore Overseas Limited no longer
having the status of creditor of SMS
Development Limited; and
4. where required, approval from independent
shareholders in accordance with OJK
regulations on Affiliated Transactions.
If such conditions are not fulfilled within a
maximum period of six months from the date of
execution, the SSPA may be terminated.
Governing Law : English Law
Dispute Resolution : Any dispute shall be resolved through arbitration
at the Singapore International Arbitration Centre
(SIAC), with the seat of arbitration in Singapore
and conducted in the English language.
c. Supplemental letter dated 17 March 2026
Parties to the : 1. the Company; and
Transaction
2. PT Petro Indo Pasifik (“PT PIP”).
Scope of the Agreement : The supplemental letter dated 17 March 2026 sets
out the agreement between the Company and PT
PIP in relation to the proposed acquisition of a
bank financing facility for the Acquisition
Transaction, whereby the obligations arising from
the Guarantee to Creditors in respect of such
facility shall be borne proportionally, with 51%
(fifty-one percent) by the Company and 49% (forty-
nine percent) by PT PIP.
If either party makes payment in respect of any
creditor claim arising from the default of PT REM,
the other party shall reimburse such payment in
accordance with its respective proportion on an
unconditional and irrevocable basis no later than
3 (three) business days prior to the due date of
such claim, and such obligation shall remain fully
effective and shall not be reduced or discharged
under any circumstances, including any right of
the paying party to claim reimbursement for
penalties or additional interest arising from the
other party’s delay in payment.
Accordingly, the risks that may arise for the
Company in connection with the execution of this
supplemental letter include the obligation to
comply with all terms and conditions under the
financing agreement, as well as the potential
claims for payment by creditors in relation to
obligations arising from the provision of
guarantees to creditors.
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As of the date of this Disclosure of Information, the
guarantee terms and the guaranteed amount have
not yet been determined.
Governing Law : Laws of the Republic of Indonesia
B. PARTIES UNDERTAKING THE MATERIAL TRANSACTION
1. PT REM
Brief History
PT REM is a limited liability company established and governed under the laws of the
Republic of Indonesia based on Deed No. 9 dated 5 December 2025, made before
Muhammad Hanafi, S.H., Notary in Jakarta. The deed of establishment has been
approved by the MOL pursuant to Decree No. AHU-0107173.AH.01.01.TAHUN 2025
dated 12 December 2025 (the “Deed No. 9/2025” or the “Articles of Association of
PT REM”).
Based on the Articles of Association of PT REM, the purposes and objectives of PT
REM are to engage in holding company activities and other management consulting
activities.
Capital Structure and Shareholding Composition
Based on Deed No. 9/2025, the shareholding structure of PT REM is as follows:
Number of Par Value per Total Nominal Value
Description Share (Rp) %
Shares (Rp)
Authorized Capital
500,000 1,000,000 500,000,000,000
Issued and Paid-up Capital
PT REI 127,500 127,500,000,000 51%
1,000,000
PT PIP 122,500 122,500,000,000 49%
Total 250,000 250,000,000,000 100%
Management and Supervision
Based on Deed No. 9/2025, the composition of the Board of Commissioners and the
Board of Directors of PT REM is as follows:
Board of Commissioners
Commissioner : Sumantri
Board of Directors
Director : Adrian Hartadi
Address and Contact Information of PT REM
Address : Graha Iskandarsyah Lt. 9, Jl. Iskandarsyah Raya No. 66,
Desa/Kelurahan Melawai, Kec. Kebayoran Baru, Kota Adm.
Jakarta Selatan, Provinsi DKI Jakarta, 12160
Telephone : (021) 23579812
Facsimile : (021) 23579812
Email : raharjaenergimadura@gmail.com
2. Company
Brief History
The Company is a public limited liability company established and governed under
the laws of the Republic of Indonesia based on Deed No. 7 dated 16 October 2006,
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made before Ny. Indah Setyaningsih, S.H., Notary in Jakarta. The deed of
establishment was approved by the MOLHR pursuant to Decree No. W7-
06263.HT.01.01.TH 2007 dated 7 June 2007.
The Company’s Articles of Association have been amended from time to time, with the
latest amendment set forth in Deed No. 18 dated 20 September 2024, made before
Rini Yulianti, S.H., Notary in East Jakarta. Such amendment has been approved by
the MOLHR pursuant to Decree No. AHU-0059751.AH.01.02.TAHUN 2024 dated 20
September 2024 and has been duly notified as evidenced by Receipt of Notification of
Amendment to the Articles of Association No. AHU-AH.01.03-0193996 dated 20
September 2024 and Receipt of Notification of Amendment to Company Data No. AHU-
AH.01.09-0254185 dated 20 September 2024.
(collectively referred to as the “Articles of Association of the Company”).
Based on Article 3 of the Articles of Association of the Company, the purposes and
objectives of the Company are to engage in holding company activities, mining, other
management consulting activities, crude oil mining, and natural gas mining.
To achieve such purposes and objectives, the Company may conduct the following
business activities:
1. Main business activities
i. Holding company activities (KBLI 64200)
ii. Other management consulting activities (KBLI 70209)
2. Supporting business activities
i. Crude oil mining (KBLI 06100)
ii. Natural gas mining (KBLI 06201)
Capital Structure and Shareholding Composition
Based on the Company’s Register of Shareholders prepared by the Share Registrar,
PT Ficomindo Buana Registrar, the shareholding structure of the Company as of 27
February 2026 is as follows:
Number of Par Value per Total Nominal Value
Description Share (Rp) %
Shares (Rp)
Authorized Capital
10,000,000,000 10 100,000,000,000
Issued and Paid-up Capital
PT Rukun Raharja
1,867,121,000 18,671,210,000 68.77%
Tbk
Alexandra Sinta
50,000 500,000 0.00%
Wahjudewanti 10
Adrian Hartadi 3,600 36,000 0.00%
Public 847,879,200 8,478,792,000 31.23%
Total 2,715,053,800 27,150,538,000 100%
Management and Supervision
Based on the Deed of Statement of Resolutions of the Company’s Meeting No. 35 dated
30 April 2025, made before Rini Yulianti, S.H., Notary in East Jakarta, which has
been duly notified to the MOL through the Receipt of Notification of Amendment to
Company Data No. AHU-AH.01.09-0221474 dated 5 May 2025 and registered in the
Company Register No. AHU-0097145.AH.01.11.Tahun 2025 dated 5 May 2025, the
composition of the Board of Commissioners and the Board of Directors of the
Company is as follows:
Board of Commissioners
President Commissioner : Orias Petrus Moedak
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Commissioner : Merly
Independent Commissioner : Taufik Ahmad
Board of Directors
President Director : Sumantri
Director : Alexandra Sinta Wahjudewanti
Director : Adrian Hartadi
Address and Contact Information of the Company
Address : Office Park Thamrin Residences A01-05, Jl. Thamrin Boulevard,
Kebon Melati, Tanah Abang, Jakarta Pusat, DKI Jakarta, 10220,
Indonesia
Telephone : (021) 23579812
Facsimile : (021) 23579812
Email : corsec@rec.co.id
C. INFORMATION REGARDING THE PARTY WHOSE SHARES ARE THE OBJECT OF THE
TRANSACTION
1. SMS Development Limited
Brief History
SMS Development Limited (“SMSD”) was established on 20 September 2010 under
the laws of the British Virgin Islands (BVI) as a BVI Business Company. Upon its
establishment, the Company was domiciled at Portcullis Chambers, 4th Floor, Ellen
Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin
Islands VG1110.
On 14 October 2010, SMSD completed the acquisition of a 20% shareholding interest
in Husky-CNOOC Madura Limited (HCML), acquired from Husky Oil Madura
Partnership and CNOOC Southeast Asia Limited, which became effective on 13
January 2011. Since then, the principal activity of SMSD has been as a shareholder
of HCML.
Operationally, SMSD is an investment company holding equity participation in HCML,
which is engaged in the exploration and production of crude oil and natural gas in the
Madura Strait, Indonesia, pursuant to a Production Sharing Contract (“PSC”) between
HCML and SKK Migas. As of 31 December 2020, HCML held a 100% participating
interest in the Madura Strait PSC working area.
The original PSC, with a term of 30 years, expired on 20 October 2012. Subsequently,
an extension of the PSC (the “Extended PSC”) was signed on 28 October 2010 for a
period of 20 years until 2032, unless further extended. The PSC extension also
included amendments, among others, to the Madura Strait working area, production
entitlements, First Tranche Petroleum, Investment Credit, Domestic Market
Obligation, and recoverable operating costs.
SMSD is a holding/investment company whose business activities are focused on the
ownership and management of equity investments in other entities. SMSD does not
conduct direct operational activities but derives economic benefits from its
investments.
The principal business activities of SMSD include:
• Holding equity investments, particularly a 20% interest in HCML;
• Managing investments and monitoring the performance of investee entities; and
• Managing administrative and financing matters related to such investment
activities.
Capital Structure and Shareholding Composition
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Based on management information and the certificate of incumbency of SMSD, the
shareholding composition of SMSD as of 30 November 2025 is as follows:
Description Number of Shares Total Nominal Value (USD) %
SMS Offshore Overseas Limited 100 100 100%
Total 100 100 100%
Management and Supervision
Based on management information and the certificate of incumbency of SMSD, the
composition of the Board of Directors of SMSD as of 30 November 2025 is as follows:
Board of Directors
Director : Cosimo Borrelli
Director : Benjamin John Crilly
Key Financial Highlights
The following summary of SMSD’s financial data is derived from the consolidated
financial statements of SMSD as of 30 November 2025, which have been audited by
KAP Purwanto, Susanti and Surja as reflected in their report No.
00109/2.1505/AU.1/02/1726-1/0/III/2026 dated 5 March 2026 (the “SMSD
Consolidated Financial Statements”).
Statement of Financial Position
30 November 31 December
Description
2025 (Audited) 2024 (Unaudited)
Total Assets 98,691,981 123,285,248
Total Liabilities 65,821,018 95,165,458
Total Equity 32,870,963 28,119,790
The following provides an explanation of the financial position of SMSD as of 30
November 2025 as compared to its financial position as of 31 December 2024:
Total Assets
Total assets of SMSD decreased by 19.9% to 98,691,981 as of 30 November 2025 from
123,285,248 as of 31 December 2024. This decrease was primarily attributable to a
reduction in the Company’s assets during the period, mainly due to a decline in
investment in associates from 109,460,212 as of 31 December 2024 to 84,439,399 as
of 30 November 2025.
Total Liabilities
Total liabilities of SMSD decreased by 30.8% to 65,821,018 as of 30 November 2025
from 95,165,458 as of 31 December 2024. This decrease was mainly due to a
reduction in DCA and DPP payable to CNOOC Southeast Asia Ltd. and Husky Oil
Madura.
Total Equity
Total equity of SMSD increased by 16.9% to 32,870,963 as of 30 November 2025 from
28,119,790 as of 31 December 2024. This increase was primarily attributable to
higher retained earnings.
Statement of Profit or Loss and Other Comprehensive Income
30 November 30 November
Description
2025 (Audited) 2024 (Unaudited)
Net Revenue - -
Cost of Revenue - -
Share of Profit from Associates 5,341,811 18,700,171
Interest Income 427,574 128,395
13
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Finance Costs (10,986) (127,835)
Interest Expenses (910,198) (2,491,377)
Other Expenses (28) (8)
Profit for the Period/Year 4,751,173 16,209,346
The following provides an explanation of the statement of profit or loss and other
comprehensive income of SMSD for the period ended 30 November 2025 as compared
to the corresponding period ended 30 November 2024:
Net Revenue
SMSD did not record any direct revenue for the eleven-month period ended 30
November 2025 or for the same period in 2024, as SMSD is an investment company
with no direct operating revenue.
Share of Profit from Associates
Share of profit from associates decreased by 71.4% to 5,341,811 for the eleven-month
period ended 30 November 2025 from 18,700,171 for the same period in 2024. This
decrease reflects lower profit contribution from SMSD’s associate, relating to its 20%
ownership in HCML.
Interest Income
Interest income increased by 233.0% to 427,574 for the eleven-month period ended
30 November 2025 from 128,395 for the same period in 2024. This increase was
mainly driven by higher interest income from short-term deposits of 426,628
compared to 128,085 in the same period of 2024, as well as current account interest
of 946 compared to 310 in the same period of 2024.
Finance Costs
Finance costs remained relatively stable at 107,986 for the eleven-month period ended
30 November 2025 compared to 127,835 for the same period in 2024, representing a
decrease of 15.5%.
Interest Expenses
Interest expenses decreased significantly by 63.5% to 910,198 for the eleven-month
period ended 30 November 2025 from 2,491,377 for the same period in 2024. This
decrease was mainly due to lower interest expenses on DCA from 2,021,139 to
738,401, and a reduction in interest expenses on DPP from 470,238 to 171,797,
reflecting reduced borrowings or repayment of interest-bearing obligations during the
period.
Profit for the Period
Profit for the period decreased by 70.7% to 4,751,173 for the eleven-month period
ended 30 November 2025 from 16,209,346 for the same period in 2024. This decrease
was mainly due to the decline in share of profit from associates amounting to
13,358,360, which could not be fully offset by the increase in interest income and the
reduction in interest expenses during the period.
D. NATURE OF THE AFFILIATED RELATIONSHIP BETWEEN THE COMPANY AND PT
REM
The nature of the affiliated relationship between the Company and PT REM is as follows:
1. PT REM is an indirect subsidiary of the Company.
2. Pursuant to Article 1 point 1 letter d of POJK No. 42/2020, PT REM is an affiliate of
the Company as the Company indirectly controls PT REM.
3. The transaction between the Company and PT REM constitutes an Affiliated
Transaction for the Company as referred to in POJK No. 42/2020.
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RATIONALE, CONSIDERATIONS, AND PURPOSE OF THE MATERIAL TRANSACTIONS
AND THEIR IMPACT ON THE COMPANY’S FINANCIAL CONDITION
The implementation of the Acquisition Transaction Series and the provision of Collateral to
Creditors have been carried out by considering the potential economic benefits and added
value that may be obtained by the Company in the future. This transaction forms part of the
Company’s efforts to develop its business activities, which is expected to strengthen the
Company’s business position and support the sustainable growth of its operations.
Specifically, the Acquisition Transaction Series is based on strategic and financial
considerations, including the expansion of the upstream asset portfolio through the
acquisition of SMSD, which provides an indirect ownership of 20% in HCML as the holder of
100% participating interest in the Madura Strait PSC. This is expected to significantly expand
the Company’s reserves base and oil and gas production. In addition, this Acquisition
Transaction Series is expected to create added value for Shareholders through the
contribution of equity income from an associate entity, which as of November 2025 amounted
to USD 5,259,853 for the eleven-month period.
This transaction is also in line with the Company’s strategy to optimize its exposure in the
upstream oil and gas sector and to create operational synergies. From a financial perspective,
the Company has sufficient financial capability to execute this transaction, supported by a
strong cash position and loan facilities from banks/other financial institutions. Furthermore,
the existence of a contingent payment reflects the Company’s confidence in the prospects for
the extension of the Madura Strait PSC in the future.
To provide a more comprehensive overview of the financial impact of the implementation of
the Acquisition Transaction Series on the Company, the following presents the Company’s
and its subsidiaries’ Proforma Consolidated Financial Information prepared as of November
30, 2025 (“Proforma Consolidated Financial Information”).
Basis for Preparation of Proforma Consolidated Financial Information
The proforma has been prepared under the assumption that the following transactions had
occurred as of 30 November 2025:
No. Description of Proforma Adjustments
Consolidated Financial Statements of SMSD, including the recognition of cash of USD
(a) 14.241 million, investment in an associate of USD 84.439 million, and third-party
liabilities of USD 6.612 million.
Recognition of planned loan facilities from banks and/or other financial institutions
(b)
amounting to USD 100,000,000 as long-term financial liabilities.
Recognition of goodwill amounting to USD 29,639,037, calculated as the difference
(c) between the consideration transferred (USD 62,510,000) and SMSD’s equity as of 30
November 2025 (USD 32,870,963).
Profit or loss adjustments arising from foreign exchange differences and
(d)
intercompany eliminations related to ownership in the associate entity..
Proforma Consolidated Statement of Financial Position (30 November 2025)
Description Historical (USD) Proforma (USD)
ASSETS
Cash and banks 28,206,595 28,093,345
Trade and other receivables 6,174,715 6,154,828
Advances and prepaid expenses 1,628,676 1,628,676
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Other current assets 679,087 679,087
Total Current Assets 36,688,231 36,555,936
Long-term investments 6,020,450 6,020,450
Investment in Associate Entities 7,457,121 91,896,520
Goodwill — 29,639,037
Fixed assets & oil and gas properties – net 19,739,767 19,739,767
Other non-current assets 64,795 64,795
Total Non-Current Assets 33,282,133 147,360,569
TOTAL ASSETS 69,970,364 183,916,505
LIABILITIES
Other payables to third parties — 6,612,448
Taxes payable 2,562,072 2,562,072
Bank loans – current portion 5,389,752 5,389,752
Other current liabilities 1,683,629 1,683,629
Total Current Liabilities 9,635,453 16,247,901
Bank loans – non-current portion 8,123,427 108,123,427
Shareholder loans 1,516,433 1,516,433
Other non-current liabilities 161,401 161,401
Total Non-Current Liabilities 9,801,261 109,801,261
TOTAL LIABILITIES 19,436,714 126,049,162
EQUITY
Share capital 2,484,844 2,484,844
Additional paid-in capital 12,920,505 12,920,505
Retained earnings 34,828,358 34,751,717
Equity Attributable to Owners of the Parent
50,233,707 50,157,066
Entity
Non-controlling interests 299,943 7,710,277
TOTAL EQUITY 50,533,650 57,867,343
TOTAL LIABILITIES AND EQUITY 69,970,364 183,916,505
Proforma Consolidated Statement of Profit or Loss (11 Months Ended 30 November
2025)
Description Historical (USD) Proforma (USD)
Net Revenue 46,446,207 46,446,207
Cost of Revenue (22,461,664) (22,461,664)
Gross Profit 23,984,543 23,984,543
General and Administrative
(1,275,334) (1,275,334)
Expenses
Finance Costs / Interest Expense (1,281,772) (1,281,772)
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Gain/(Loss) on Foreign Exchange –
(443,673) (551,228)
Net
Share of Profit of Associates 5,259,853 5,259,853
Other Income/(Expenses) – Net 335,035 339,763
Profit Before Income Tax 26,579,652 26,475,825
Income Tax Expense (10,085,865) (10,085,865)
PROFIT FOR THE PERIOD 16,493,787 16,389,960
Attributable to Owners of the
16,366,500 16,313,548
Parent
Attributable to Non-controlling
127,287 76,412
Interests
Other Comprehensive Income – Net (3,898) (3,898)
TOTAL COMPREHENSIVE
16,489,889 16,386,062
INCOME
Analysis of the Impact of the Acquisition Transaction Series on Key Financial
Statement Items
1. Assets — Significant Changes
The Acquisition Transaction Series has a significant impact on the Company’s asset
structure, particularly as follows:
Asset Item Historical vs Proforma (USD) Impact Analysis
Largest increase, reflecting the consolidation of
Investment in 7,457,121 → 91,896,520 SMSD’s investment in HCML (USD 84.4 million),
Associates (+1,132%, +USD 84.4 million) representing the fair value of a 20% ownership
interest in HCML.
Goodwill of USD 29.6 million represents the difference
between the purchase consideration (USD 62.5
— → 29,639,037 million) and SMSD’s equity (USD 32.9 million).
Goodwill
(new)
This reflects the strategic value of access to the
Madura Strait PSC.
Slight decrease due to intercompany elimination
28,206,595 → 28,093,345
Cash and bank adjustments. The Group’s historical cash position
(-USD 0.1 million)
remains strong.
The increase is primarily driven by investment in
69,970,364 → 183,916,505
Total Assets associates (USD 84.4 million) and goodwill (USD 29.6
(+163%, USD 113.9 million)
million).
2. Liabilities — Significant Changes
The Company’s liabilities increased significantly as a result of the planned acquisition
financing from banks and/or other financial institutions:
Liability Item Historical vs Proforma (USD) Impact Analysis
Arising from the consolidation of SMSD liabilities.
Other payables — → 6,612,448 Classified as current liabilities and expected to be
to third parties (new) settled shortly after closing.
Reflects planned loan facilities from banks and/or
Long-term bank 8,123,427 → 108,123,427 other financial institutions amounting to USD 100
loans (+1,231%, +USD 100 million) million. Interest expenses will increase and need to be
managed through strong operating cash flows.
Significant increase, with 94.1% of the total increase
19,436,714 → 126,049,162 attributable to bank/financing loans of USD 100
Total Liabilities
(+548%, +USD 106.6 million) million.
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3. Equity — Changes
Despite the significant increase in liabilities, the Company’s equity shows positive growth:
Equity Item Historical vs Proforma (USD) Impact Analysis
Equity Relatively unchanged, with minor adjustments due to
attributable to 50,233,707 → 50,157,066 intercompany foreign exchange elimination (USD 76.6
owners of the (-USD 0.08 million) million).
parent
Significant increase reflecting the recognition of non-
Non-controlling 299,943 → 7,710,277 controlling interest (49%) in PT REM in the proforma
interests (+USD 7.4 million) consolidation.
Net increase mainly driven by the recognition of non-
50,533,650 → 57,867,343 controlling interests. Equity remains positive and
Total Equity
(+14.5%, +USD 7.3 million) sufficient to support operations.
All of the above financial information is derived from the Proforma Consolidated Financial Information compiled by an
independent practitioner and presented in accordance with the applicable Financial Accounting Standards.
SUMMARY OF THE APPRAISER’S REPORT ON THE FAIRNESS
OF THE TRANSACTION
A. Identity of the Appraiser
KJPP FDI&R has been appointed by the Company pursuant to engagement letter No.
019/FDI/SPK/REC/III/2026 dated 26 March 2026 to provide a fairness opinion on the
Acquisition Transaction Series and the provision of the Guarantee to Creditors.
B. Summary of the Fairness Opinion Report
The following is a summary of the Fairness Opinion Report dated 30 March 2026.
1. Object of the Valuation
The object of the valuation is the Acquisition Transaction Series and the provision of
the Guarantee to Creditors.
2. Purpose of the Valuation
The purpose of the preparation of the Fairness Opinion Report is to provide an opinion
on the fairness of the Acquisition Transaction Series and the provision of the
Guarantee to Creditors in order to comply with POJK No. 17/2020.
3. Assumptions and Limiting Conditions
In conducting its analysis and as a basis for providing its fairness opinion on the
Acquisition Transaction Series and the provision of the Guarantee to Creditors, KJPP
FDI&R has relied on information and data provided by the management of the
Company and has assumed that such information and data are true, complete, and
reliable. KJPP FDI&R has also assumed that the Company will continue to operate on
a going concern basis and that there will be no material changes in the economic,
market, or operational conditions of the Company from the date of the report up to
the date of the fairness opinion.
KJPP FDI&R has not conducted any audit or detailed verification of the information
and data received, whether in oral or written form. Accordingly, KJPP FDI&R does not
provide any assurance and shall not be held responsible if, at any time, the
information and data provided by the management of the Company are found to be
incomplete, inaccurate, or misleading.
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KJPP FDI&R has not conducted any review of legal aspects or due diligence on
financial aspects. Accordingly, KJPP FDI&R assumes that the object being valued is
free from any legal issues, and that its ownership rights are valid and marketable.
KJPP FDI&R also assumes that the object presented is indeed the object referred to
in the fairness opinion. Furthermore, KJPP FDI&R assumes that all relevant parties
have complied and will comply with all applicable laws and regulations in connection
with the implementation of the transaction.
The Fairness Opinion Report dated 30 March 2026 must be used in its entirety and
cannot be separated, and its use is limited solely for the purpose of this fairness
opinion. Accordingly, KJPP FDI&R shall be released from any claims and liabilities
arising from the use of the Fairness Opinion Report dated 30 March 2026 for purposes
other than those intended in the preparation of this fairness opinion.
4. Valuation Approaches and Methods
In providing its fairness opinion on the Acquisition Transaction Series and the
provision of the Guarantee to Creditors, KJPP FDI&R has conducted a fairness
analysis through the following:
a. transaction analysis;
b. qualitative and quantitative analysis; and
c. fairness analysis of the transaction.
5. Fairness Opinion on the Material Transaction
Based on the information and data obtained from the management of the Company
and used in its analysis, KJPP FDI&R is of the opinion that the Acquisition
Transaction Series and the provision of the Guarantee to Creditors are fair.
STATEMENT OF THE BOARD OF COMMISSIONERS AND THE BOARD OF
DIRECTORS OF THE COMPANY
The Board of Directors of the Company states that the Material Transactions in the form of
the provision of the Corporate Guarantee to the Seller and the Guarantee to Creditors in
support of the Acquisition Transaction by PT REM constitute an Affiliated Transaction as
referred to in POJK No. 42/2020. Referring to Article 33 letter (a) of POJK No. 17/2020 and
Article 24 paragraph (1) of POJK No. 42/2020, where a Material Transaction also constitutes
an Affiliated Transaction, the Company is only required to comply with the provisions set out
in POJK No. 17/2020.
The Board of Commissioners and the Board of Directors of the Company, individually and
jointly, state that:
1. the Acquisition Transaction Series and the provision of the Guarantee to Creditors do
not constitute a Conflict of Interest Transaction as referred to in POJK No. 42/2020; and
2. all material information relating to the Acquisition Transaction Series and the provision
of the Guarantee to Creditors has been disclosed and such information is not misleading.
ADDITIONAL INFORMATION
Shareholders of the Company who require further information regarding this Disclosure of
Information may contact the Company during business days and hours at:
Head Office:
Office Park Thamrin Residences A01-05
Jl. Thamrin Boulevard, Kebon Melati, Tanah Abang
Central Jakarta, DKI Jakarta, 10220
Indonesia
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Telephone: (021) 23579812
Facsimile: (021) 23579812
Email: corsec@rec.co.id
Website: www.rec.co.id
PT Raharja Energi Cepu Tbk
Sumantri
President Director
20
Names mentioned 40 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
org
PT REM
p.2 ×40
unresolved
org
KJPP FDI
p.3 ×14
unresolved
org
Ichsan & Rekan
p.3
unresolved
org
Minister of Finance
p.3
unresolved
org
Palilingan & Rekan
p.3
unresolved
org
Minister of Law
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
SMS Offshore Overseas Limited
p.3 ×13
unresolved
org
SMS Development Limited
p.3 ×10
unresolved
org
Kroll HK Limited
p.3 ×4
unresolved
org
Indonesia Stock Exchange
p.4
unresolved
org
Overseas Limited
p.4
unresolved
org
PT REI
p.4 ×4
unresolved
org
PT Raharja Energi Indonesia
p.4
unresolved
org
PT Raharja Energi Madura
p.4
unresolved
org
PT REI. Accordingly
p.4
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.6
unresolved
org
PT Kustodian Sentral Efek Indonesia’s
p.6
unresolved
org
PT REM. SMS Development Limited
p.8
unresolved
org
Husky-CNOOC Madura Limited
p.8 ×2
unresolved
org
PT REM’s
p.8
unresolved
org
PT Petro Indo Pasifik
p.9
unresolved
org
PT PIP
p.9 ×3
unresolved
org
PT PIP. If
p.9
unresolved
org
PT REM Brief History
p.10
unresolved
person
Muhammad Hanafi
· Notaris
p.10
unresolved
person
Indah Setyaningsih
· Notaris
p.11
unresolved
person
Rini Yulianti
· Notaris
p.11 ×3
unresolved
org
PT Ficomindo Buana Registrar
p.11
unresolved
org
SMS Development Limited Brief History SMS Development Limited
p.12
unresolved
org
CNOOC Southeast Asia Limited
p.12 ×2
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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confidence 0.091
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12 Sep 2026 22:29
Raw output
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'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}