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20240111_HOKI_Informasi Transaksi Afiliasi_31567844_lamp3.pdf
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Page 1
DISCLOSURE OF INFORMATION TO SHAREHOLDERS
In order to comply with Financial Services Authority Regulation no. 42/POJK.04.2020
concerning
Affiliate Transactions and Conflict of Interest Transactions
INFORMATION AS STATED IN THIS INFORMATION DISCLOSURE
IMPORTANT TO READ AND ATTENTION BY SHAREHOLDERS
PT BUYUNG POETRA SEMBADA TBK ("COMPANY")
PT BUYUNG POETRA SEMBADA TBK
Business fields:
Wholesale, Agriculture, Forestry, Fishing, Transportation, Warehousing, Professional Activities,
Scientific, Technical, Financial Activities, and Insurance,
Holding Company Activities, Other Management Consulting Activities
.
OFFICES:
Pasar Induk Cipinang, Block K No. 17 Pisangan Timur, Pulo Gadung,
East Jakarta, DKI Jakarta 13230
Koki Fruit Building, 3rd Floor
Jl. Peta Barat No.9A Pegadungan, Kalideres,
West Jakarta, DKI Jakarta 11830
Phone Number : 021 4752302 and 021 54353110
Facsimile Number : 021 47865249 and 021 54353120
Email Address : corsec@topikoki.com and sales@topikoki.com
WAREHOUSES & FACTORIES
Pasar Induk Cipinang, Block I No.6 Pisangan Timur, Pulo Gadung,
East Jakarta, DKI Jakarta 13230
Dusun Sarireja Rt.19 Rw.05 Sukareja, Kec. Sukasari, Pamanukan,
Subang, Jawa Barat
THE DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, WELL INDEPENDENTLY
OR TOGETHER, ARE ENTIRELY RESPONSIBLE FOR
CORRECTNESS AND COMPLETENESS OF INFORMATION OR MATERIAL FACTS
AS DISCLOSED IN THIS INFORMATION DISCLOSURE, AND
AFTER CONDUCTING CAREFUL RESEARCH, CONFIRM THAT
TO THE FAR OF THEIR KNOWLEDGE AND BELIEF THERE ARE NO FACTS AND
IMPORTANT MATERIAL NOT DISCLOSED OR INFORMATION
OFF IN THIS DISCLOSURE OF INFORMATION THAT CAUSES
THE INFORMATION PROVIDED IN THIS DISCLOSURE OF INFORMATION IS INCORRECT AND/OR
MISLEADING.
Disclosure of Information published in Jakarta on December 28, 2023
MULIATI
Director
PasarInduk Cipinang Blok K No. 17, Jakarta Timur. Telp. (021) 4752302; Fax. (021) 47865249
Gedung Koki Fruit Lt. 3 Jl. Peta Barat No. 9A Pegadungan, Kalideres, Jakarta Barat 11830. Telp. (021) 54353110
E-mail :sales@topikoki.com
Page 2
DEFINITION
ID&R :
Public Appraiser Service Office (KJPP) Ihot Dollar & Raymond, appraisers registered with the OJK who
provide an assessment of Transactions (as defined below).
OJK :
Financial Services Authority, which has effectively taken Transfer of functions, duties and authority
to regulate and supervise financial services activities in the capital market sector from Bapepam and
LK since December 31, 2012 based on the provisions of Law Number 21 of 2011 concerning the
Financial Services Authority.
Company Shareholders :
The Company's shareholders whose names are registered in the issued Register of Shareholders of
the Company by the Securities Administration Bureau, namely PT Sinartama Gunita.
POJK 42/2020 :
Financial Services Authority Regulation no. 42/POJK.04/2020, stipulated on 1 July 2020 concerning
Affiliate Transactions and Conflict of Interest Transactions.
Company :
PT Buyung Poetra Sembada Tbk, an open limited liability company established under and subject to
the laws of the Republic of Indonesia and domiciled in East Jakarta.
Transaction :
Transaction as defined in paragraph 2 part Introduction to this Disclosure of Information.
Affiliated Transactions:
Every activity and/or transaction carried out by a public company or controlled company with an
affiliate of a public company or an affiliate of a member of the board of directors, member of the
board of commissioners, major shareholder or controller, including every activity and/or transaction
carried out by a public company or company controlled for the benefit of affiliates of a public
company or affiliates of members of the board of directors, members of the board of
commissioners, major shareholders or controllers.
UUPT :
Law no. 40 of 2007 concerning Limited Liability Companies.
PasarInduk Cipinang Blok K No. 17, Jakarta Timur. Telp. (021) 4752302; Fax. (021) 47865249
Gedung Koki Fruit Lt. 3 Jl. Peta Barat No. 9A Pegadungan, Kalideres, Jakarta Barat 11830. Telp. (021) 54353110
E-mail :sales@topikoki.com
Page 3
I. INTRODUCTION
The information as stated in this Information Disclosure was prepared in order to fulfill the
Company's obligation to announce information disclosure regarding Affiliate Transactions carried
out by the Company in connection with the Company's loan from PT Buyung Putra Pangan in the
form of funds amounting to IDR 130,000,000,000 (one hundred and thirty billion rupiah),
(hereinafter referred to as "Transaction").
In connection with the above, in accordance with the provisions of applicable laws and regulations,
especially the provisions of POJK 42/2020, the Company's Board of Directors hereby announces
Information Disclosure with the aim of providing explanations, considerations and reasons for
carrying out Transactions as part of fulfilling the provisions of POJK 42/2020.
II. INFORMATION REGARDING THE TRANSACTION
A. DESCRIPTION REGARDING THE TRANSACTION
1. Reasons and Background
The reason and background for the transaction is the procurement of funds, especially for
purchasing raw materials and other operational costs.
2. Purpose and Benefits of Transaction Implementation
The purpose and benefits of this transaction are primarily for the purchase of raw materials
and other operational costs.
3. Transaction Summary
Below is a summary of the transaction, as follows:
a. Transaction Date
Transaction December 27, 2023.
b. Party Name:
- The Company as borrower, as a public company with the capital structure and
composition of the Company's shareholders based on the Company's Register of
Shareholders of issued and fully paid shares as of November 30, 2023 issued by PT
Sinartama Gunita, as the Company's Share Administration Bureau, are as follows:
No. INFORMATION Amount of Shares TOTAL %
(Rp) @Rp25,-
Basic Capital 26.395.555.520 659.888.888.000
Issued and Paid Up Capital
1 PT Buyung Investama Gemilang 5.801.826.646 145.045.666.150 59,95%
2 Sukarta 62.857.144 1.571.428.600 0,65%
3 Elly Tjandra 23.500.000 587.500.000 0,24%
4 Sukarto Bujung 537.296.806 1.335.229.300 5,55%
5 Sukaking Bujung 31.428.572 785.714.300 0,32%
6 Suhalim Buyung 62.857.144 1.571.428.600 0,65%
7 Share holders less than 125.714.288 3.142.857.200 1,30%
5% affiliated
8 Public, less than 5% 3.032.272.080 75.806.802.000 31,35%
Issued & Paid Up Capital 9.677.752.680 241.943.817.000 100,00%
Shares in Portepel 16.717.802.840 417.945.071.000
PasarInduk Cipinang Blok K No. 17, Jakarta Timur. Telp. (021) 4752302; Fax. (021) 47865249
Gedung Koki Fruit Lt. 3 Jl. Peta Barat No. 9A Pegadungan, Kalideres, Jakarta Barat 11830. Telp. (021) 54353110
E-mail :sales@topikoki.com
Page 4
- PT Buyung Putra Pangan as Lender, as a company with a capital structure and
composition of shareholders, is as follows:
No. INFORMATION Amount of Shares TOTAL %
(Rp) @Rp1.000.000,-
Basic Capital 500.000 500.000.000.000
Issued and Paid Up Capital
1 Suhalim Bujung 50.000 50.000.000.00020,00%
2 Sukartek 25.000 25.000.000.00010,00%
3 Sukarwi 25.000 25.000.000.000 10,00%
4 Sukasan 25.000 25.000.000.000 10,00%
5 Sukati Bujung 25.000 25.000.000.000 10,00%
6 Sukarta 50.000 50.000.000.000 20,00%
7 Sukaking Bujung 25.000 25.000.000.000 10,00%
8 Sukarto Bujung 25.000 25.000.000.000 10,00%
Issued & Paid Up Capital 250.000 250.000.000.000 100,00%
Shares in Portepel 250.000 250.000.000.000
Supervision and Management of PT Buyung Putra Pangan:
Commissioner : Sukarta
President Director : Suhalim Buyung
Director : Sukartek
Director : Sukarwi
Director : Sukasan
Director : Sukati Bujung
c. Transaction Object:
Borrowed funds amounting to IDR 130,000,000,000 (one hundred and thirty billion rupiah)
d. Transaction Value:
Transaction value is IDR 130,000,000,000 (one hundred and thirty billion rupiah)
e. Source of Funds for this Transaction:
The source of funds for this transaction is the internal of PT Buyung Putra Pangan.
f. Proforma impact of the transaction on the Company's financial condition:
Based on an analysis of the Company's Consolidated Proforma Report of Financial Position
and Consolidated Statement of Profit and Loss and Other Comprehensive Income for the
period ending 30 September 2023, prepared by the Company's management, the
Transaction resulted in the Company experiencing an increase in assets of IDR
130,000,000,000 originating from an increase in accounts cash and cash equivalents as
well as an increase in liabilities of IDR 130,000,000,000 originating from an increase in
other short-term related party debt. Based on the Company's Consolidated Statement of
Profit and Loss and Other Comprehensive Income, the Transaction did not cause an
increase or decrease in operational performance due to no changes in the items in the
Company's profit and loss.
PasarInduk Cipinang Blok K No. 17, Jakarta Timur. Telp. (021) 4752302; Fax. (021) 47865249
Gedung Koki Fruit Lt. 3 Jl. Peta Barat No. 9A Pegadungan, Kalideres, Jakarta Barat 11830. Telp. (021) 54353110
E-mail :sales@topikoki.com
Page 5
g. Explanations, considerations and reasons for carrying out the Transaction, compared to
when other similar Transactions are carried out that are not carried out with affiliated
Parties:
In connection with the Company's funding needs for its operational activities, the loan
funds will be used to purchase raw materials. The Company's consideration in obtaining
loan facilities from affiliated parties is due to lighter and more flexible terms and
conditions. Apart from that, the loan process and disbursement of funds is faster and no
collateral is required compared to if the loan is made to a third party.
h. Management and Supervision of the Company:
On the date this Disclosure of Information was announced, the composition of the
members of the Board of Commissioners and Directors serving in the Company, is as
follows:
Board of Commissioners
President Commiss./Independent : Jonathan Jochanan
Commissioner : Sukarta
Commissioner : Elly Tjandra
Directors
President Director : Sukaking Bujung
Director : Budiman Susilo
Director : Muliati
i. Profession and Supporting Institutions:
Notary : Rini Yulianti, S.H.
Legal Consultant : Fahmy Hoessein, S.H. & Partners
Public Appraisal Services (KJPP) : Ihot Dollar & Raymond
Public Accounting Firm (KAP) : KAP Mirawati Sensi Idris
III. RELATIONSHIP AND NATURE OF AFFILIATE RELATIONSHIP
The implementation of the Transaction as described in this Disclosure of Information involves
affiliated parties, namely as follows:
AFFILIATED RELATION
Name The Company as Share Holder PT Buyung Putra Pangan as
President Director
Borrower Lender
Suhalim Bujung Share Holder Share Holder and
President Director
Sukarta Share Holder Share Holder and
Commissioner
Sukaking Bujung Share Holder and Share Holder
President Director
Sukarto Bujung Share Holder Share Holder
Sukarwi Share Holder Share Holder and Director
Sukasan Share Holder Share Holder and Director
Sukartek Share Holder Share Holder and Director
Sukati Bujung Share Holder Share Holder and Director
PasarInduk Cipinang Blok K No. 17, Jakarta Timur. Telp. (021) 4752302; Fax. (021) 47865249
Gedung Koki Fruit Lt. 3 Jl. Peta Barat No. 9A Pegadungan, Kalideres, Jakarta Barat 11830. Telp. (021) 54353110
E-mail :sales@topikoki.com
Page 6
IV. OPINION OF INDEPENDENT APPRAISER
In connection with the Transaction Plan, the Company has appointed KJPP Ihot Dollar and Raymond
("ID&R"), as Independent Appraisers to provide a fairness opinion on the planned fund lending and
borrowing transaction (hereinafter referred to as the "Transaction Plan"), with a cut off date. ) is as
of September 30, 2023.
Summary of Fairness Opinion based on Report No. 00017/2.0110-01/BS/04/0426/1/XII/2023 dated
December 22, 2023:
Parties to the Transaction
a) PT Buyung Poetra Sembada Tbk (“Company”)
b) PT Buyung Putra Pangan (“BPP”)
Transaction Object
Provide a fairness opinion on fund lending and borrowing transactions with affiliated parties of the
Company (hereinafter referred to as the "Transaction Plan").
Assessment Objectives
Based on information from the Company's management, the Company and BPP have an affiliate
relationship in terms of management and share ownership. Therefore, the Transaction Plan carried
out by the Company is an affiliated transaction but does not contain a conflict of interest.
The purpose of providing this fairness opinion is to provide an opinion on whether the Proposed
Transaction is a fair transaction. Furthermore, in analyzing the Transaction, we consider the
qualitative and quantitative aspects as well as the impact on the Company and Shareholders,
including financial risks.
Assumptions and Limiting Conditions
In preparing a Fairness Opinion on the Transaction Plan, we used several assumptions and limiting
conditions, including:
This Fairness Opinion Report is a non-disclaimer opinion;
The appraiser has reviewed the documents used in the appraisal process;
The data and information obtained come from sources whose accuracy can be trusted;
The appraiser uses adjusted financial projections that reflect the fairness of the financial
projections made by the Company's management with its ability to achieve (fiduciary duty);
The appraiser is responsible for the implementation of the assessment and the fairness of the
adjusted financial projections;
This Fairness Opinion Report is open to the public unless there is confidential information that
could affect the Company's operations;
The appraiser is responsible for this Fairness Opinion Report and the final value conclusion;
The appraiser has obtained information on the legal status of the appraisal object from the
Company.
Assessment Approaches and Methods
1. Transaction Analysis
Transaction analysis includes identification and relationships of the parties involved in the
transaction, analysis of the terms agreed upon in the transaction, analysis of the benefits of the
transaction which consists of considerations and reasons for the transaction and the benefits and
risks of the transaction, analysis of the effect of the transaction on the Company's finances and
liquidity analysis.
PasarInduk Cipinang Blok K No. 17, Jakarta Timur. Telp. (021) 4752302; Fax. (021) 47865249
Gedung Koki Fruit Lt. 3 Jl. Peta Barat No. 9A Pegadungan, Kalideres, Jakarta Barat 11830. Telp. (021) 54353110
E-mail :sales@topikoki.com
Page 7
2. Qualitative and Quantitative Analysis of the Transaction Plan
Qualitative analysis includes brief history and business activities, industry and business analysis,
operational analysis and business prospects, qualitative profits and losses on transactions, analysis
of the impact of leverage on finances and analysis of the impact of liquidity on finances and analysis
of the Company's financial impact if the transaction fails.
Quantitative analysis includes historical performance assessment, cash flow assessment, assessment
of financial projections, financial ratio analysis, financial analysis before and after fund lending
and/or guarantee transactions, analysis of the Company's ability to pay off fund borrowing and/or
guarantee transactions and cash management analysis and financial covenants for lending and
borrowing funds transactions.
3. Analysis of the Fairness of Transaction Value
Analysis of the fairness of the transaction value includes analysis of the reasonableness of interest
rates, analysis of the feasibility of debt repayment and analysis of the overall pro forma position of
the Transaction Plan as well as incremental and profitability analysis. Incremental and profitability
analysis is an analysis of the Company's ability to generate better revenues and profits by comparing
the Company's financial projections (potential economic benefits) without the implementation of
the Transaction Plan and with the implementation of the Transaction Plan.
Analysis of the Fairness of Transaction Value
The following is a summary of the Transaction Value Fairness analysis:
1. Analysis of the Fairness of Interest Rates
Analysis of the fairness of interest rates is carried out by comparing the amount of interest given
with the interest rate on comparable loans with the same denomination. That the maximum
principal value of the loan facility is IDR 130,000,000,000 with an interest rate of 8.89% per year and
a term of 5 years and can be extended is reasonable because it is still within the range of interest
rates prevailing in the market which is around 7.00% - 15.60% per year.
2. Feasibility Analysis of Debt Repayment
Analysis of the feasibility of debt repayment is based on financial projections for the Transaction
Plan to see the cash available to fulfill the Company's obligations. Based on this analysis, the
Company is projected to have a CFADS of 4.55x in 2028, which indicates that the Company is able to
pay the principal of the loan which will mature in that year. This ratio shows that the cash available
to fulfill the principal and interest portion of the Company's affiliated loans is 4.55x greater than the
principal and interest portion of the loan. If the Company has a CFADS ratio with a value greater than
1x, then it is declared eligible to pay off all its debts.
3. Analysis of the Pro Forma Position of the Entire Transaction
Fairness analysis of the entire Transaction Plan by comparing the pro forma position of the
Company's financial statements before the implementation of the Transaction Plan and after the
implementation of the Transaction Plan. The Transaction Plan is considered reasonable if the pro
forma position shows a positive value. Based on the Proforma analysis of the Company's
Consolidated Financial Position for the nine month period ending 30 September 2023, the
Transaction Plan results in the Company experiencing an increase in assets of IDR 130,000,000,000
originating from an increase in cash and cash equivalents accounts as well as an increase in liabilities
of IDR 130,000,000,000 which derived from an increase in other debts from short-term related
parties. Based on the Company's Consolidated Statement of Profit and Loss and Other
Comprehensive Income, the Transaction Plan does not cause an increase or decrease in the
Company's operational performance due to no changes to the items in the Company's profit and
loss.
4.Incremental and Profitability Analysis
PasarInduk Cipinang Blok K No. 17, Jakarta Timur. Telp. (021) 4752302; Fax. (021) 47865249
Gedung Koki Fruit Lt. 3 Jl. Peta Barat No. 9A Pegadungan, Kalideres, Jakarta Barat 11830. Telp. (021) 54353110
E-mail :sales@topikoki.com
Page 8
Fairness analysis of the entire Transaction Plan regarding the Company's ability to generate better
profits by comparing the Company's financial projections (potential economic benefits) without the
implementation of the Transaction Plan with the implementation of the Transaction Plan. This
growth can be achieved assuming that all of the Company's businesses have good prospects. Based
on the profitability and incremental analysis of the entire Transaction Plan, it appears that the
Transaction Plan carried out by the Company has good prospects and level of profitability.
Conclusion
Based on consideration of transaction analysis, qualitative and quantitative analysis, analysis of the
fairness of the transaction value and relevant factors in providing a Fairness Opinion on the
Company's Transaction Plan, we are of the opinion that the Transaction Plan carried out by the
Company is reasonable.
V. ADVANCED INFORMATION
For the Company's Shareholders who require further information regarding the Transaction as
disclosed in this Disclosure of Information, please contact:
PT Buyung Poetra Sembada Tbk
Cipinang Main Market, Block K No. 17 Pisangan Timur, Pulo Gadung, East Jakarta, DKI Jakarta 13230
Koki Fruit Building, 3rd Floor
Jl. Peta Barat No.9A Pegadungan, Kalideres, West Jakarta, DKI Jakarta 11830
Phone Number : 021 4752302 and 021 54353110
Facsimile Number : 021 47865249 and 021 54353120
Email Address : corsec@topikoki.com and sales@topikoki.com
Jakarta, December 28, 2023
MULIATI
Director
PasarInduk Cipinang Blok K No. 17, Jakarta Timur. Telp. (021) 4752302; Fax. (021) 47865249
Gedung Koki Fruit Lt. 3 Jl. Peta Barat No. 9A Pegadungan, Kalideres, Jakarta Barat 11830. Telp. (021) 54353110
E-mail :sales@topikoki.com
Names mentioned 20 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×4
unresolved
org
Bapepam
p.2 ×2
unresolved
org
PT Buyung Putra Pangan
p.3 ×6
unresolved
org
PT Buyung Investama Gemilang
p.3
unresolved
person
Suhalim Buyung
· President Director
p.4 ×2
unresolved
person
Rini Yulianti
p.5
unresolved
person
H. Legal Consultant
p.5
unresolved
person
Fahmy Hoessein
p.5
unresolved
org
S.H. & Partners
p.5
unresolved
org
Mirawati Sensi Idris III. RELATIONSHIP AND NATURE
p.5
unresolved
—
Share Holder PT Buyung Putra Pangan
· President Director
p.5
unresolved
—
Borrower
p.5
unresolved
org
KJPP Ihot Dollar
p.6
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12 Sep 2026 21:40
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