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20240102_ADMR_Informasi Transaksi Afiliasi_31563889_lamp3.pdf
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INFORMATION DISCLOSURE TO THE SHAREHOLDERS
ON AN AFFILIATED-PARTY TRANSACTION OF
PT ADARO MINERALS INDONESIA TBK (“THE COMPANY”)
This information disclosure on the affiliated-party transaction (hereinafter referred to as “Information Disclosure”)
was prepared to inform the Company’s shareholders on the transaction made by the Company to acquire the new
shares issued by PT Alam Tri Cakra Indonesia (“ATCI”), a limited-liability company whose shares are 99.99% directly
and indirectly owned by PT Adaro Energy Indonesia Tbk (“AEI”), a public company that directly and indirectly owns 83.839%
of the Company’s shares.
This transaction is an affiliated-party transaction as defined by Indonesian Financial Services Authority (FSA)’s
Regulation number 42/POJK.04/2020 on Affiliated-Party Transactions and Conflict of Interest Transactions (“POJK
42/2020”).
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS, EITHER SEVERALLY OR JOINTLY, ARE
FULLY RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION DISCLOSURE AND THE AMENDMENT AND/OR
ADDITION TO THE INFORMATION DISCLOSURE, IF ANY.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS HEREBY DECLARE THAT THE
INFORMATION AS DISCLOSED IN THIS INFORMATION DISCLOSURE IS COMPLETE, AND AFTER A DUE AND
CAREFUL EXAMINATION, EMPHASIZE THAT THE INFORMATION STATED IN THIS INFORMATION DISCLOSURE IS
TRUE, AND THAT THERE ARE NO RELEVANT AND MATERIAL FACTS OMITTED OR ELIMINATED IN SUCH A WAY
THAT CAUSE THE INFORMATION PROVIDED HEREIN TO BE UNTRUE AND/OR MISLEADING.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS DECLARE THAT THIS AFFILIATED-
PARTY TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST.
PT Adaro Minerals Indonesia Tbk
Business activities:
Management consultation activities, mining and other quarrying supporting activities, leasing and leasing without an option of
mining and energy machineries and equipment, repair of machineries for specific purposes, and investments
Head office:
Cyber 2 Tower, 34th floor
Jl. H.R. Rasuna Said, Blok X‐5 No. 13,Jakarta 12950, Indonesia
Email: corsec@adarominerals.id
Website: www.adarominerals.id
This information is issued in Jakarta on January 2nd, 2024.
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DEFINITION
AEI: PT Adaro Energy Indonesia Tbk
ATA: PT Alam Tri Abadi
ATCI: PT Alam Tri Cakra Indonesia
Affiliation: defined as set forth by article 1 of the Capital Market Law or POJK
42/2020
Commissioner(s): (a) member(s) of the Company’s Board of Commissioners holding such
position on the issuance date of this Information Disclosure
Director(s): (a) member(s) of the Company’s Board of Directors holding such
position on the issuance date of this Information Disclosure
Appraiser: the Office of Appraisal Services of Herman, Meirizki & Rekan, an
independent appraiser registered with Indonesia’s FSA, which has
been appointed by the Company to appraise the fair value and/or
fairness of the transaction as explained in this Information Disclosure
Appraiser’s Report: the written report prepared by the Appraiser to present the
Appraiser’s opinion on the appraisal object, i.e. the transaction as
explained in this Information Disclosure, and the information on the
appraisal process of the transaction.
Company: PT Adaro Minerals Indonesia Tbk, a public company duly established
and organized under the law of the Republic of Indonesia and
domiciled in Jakarta, Indonesia
Controlled Company: as defined by POJK 42/2020
POJK 42/2020: FSA’s Regulation number 42/POJK.04/2020 on Affiliated-Party
Transactions and Conflict of Interest Transactions
Transaction: as explained in the Introduction section of this Information Disclosure
Affiliated-Party Transaction: as defined by POJK 42/2020
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I. INTRODUCTION
On December 28th, 2023, ATCI increased its capital by way of issuing 376,687 (three hundred seventy-six
thousand six hundred eighty-seven) new shares with the total amount of Rp376,687,000,000 (three
hundred seventy-six billion six hundred eighty-seven million rupiahs) (“New Shares”), all of which were
participated and fully paid-up by the Company (“the Transaction”).
Pursuant to article 4 point 1 of POJK 42/2020, the Transaction is an Affiliated-Party Transaction that requires
an Appraiser to determine the fair value of the object of the Affiliated-Transaction and/or the fairness of the
transaction, which has to be announced to the public. This transaction fulfills the characteristics of an
affiliated-party transaction as defined by POJK 42/2020 because it was executed by and between the
Company and ATCI, a company affiliated with the Company. The information as stated in this Information
Disclosure is published in order to comply with the provision of POJK 42/2020.
The Appraiser’s report used as a reference is the report of the Office of Appraisal Services of Herman,
Meirizki & Rekan number 00015/2.0120-04/BS/02/0627/1/XII/2023 of December 27th, 2023 on the Report
of Fairness Opinion (“Appraiser’s Report”). The Appraiser’s Report presents the fair opinion on the
Transaction.
This Affiliated-Party transaction has been through the procedure as set forth in article 3 of POJK 42/2020
and executed in accordance with the generally applicable business practices.
This Affiliated-Party Transaction is not a Conflict-of-Interest Transaction, and therefore does not require the
prior approval of the Company’s General Meeting of Shareholders as set forth in POJK 42/2020 and does
not fulfil the definition of a Material Transaction as specified in the FSA regulation No. 17/POJK.04/2020 on
Material Transactions and Changes to Business Activities (“POJK 17/2020”), as the total value of this
transaction is less than 20% (twenty percent) of the Company’s total equity value amounting to
US$758,668,477 (seven hundred fifty-eight million six hundred sixty-eight thousand and four hundred
seventy-seven United States dollars) based on its Financial Statements of June 30th, 2023, on which a limited
review has been performed by Public Accountant Tanudiredja, Wibisana, Rintis & Rekan.
II. BRIEF DESCRIPTION ON THE TRANSACTION AND THE EFFECT OF THE TRANSACTION TO THE COMPANY’S
FINANCIAL CONDITION
A. DESCRIPTION OF THE AFFILIATED-COMPANY TRANSACTION
i. Background, Rationale and Benefits of the Transaction
This Transaction was made as the strategy for developing the Company’s structure to support future
expansion plans. By holding share ownership in ATCI, the Company may generate additional revenue
contribution when business development has been implemented in ATCI.
This Transaction is associated with the Adaro Group’s strategic step to align the business units with the
business lines to create stronger and more efficient organizational structure, as well as providing
flexibility for the Adaro Group in formulating long-term business strategies.
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ii. Brief Description on the Transaction
The Transaction was executed with the following details:
• ATCI’s authorized capital was increased by Rp1,620,448,000,000 (one trillion six hundred twenty
billion four hundred forty-eight million rupiahs), consisting of 1,620,448 (one million six hundred
twenty thousand four hundred forty-eight) shares to Rp1,658,748,000,000 (one trillion six
hundred fifty-eight billion seven hundred forty-eight million rupiahs), consisting of 1,658,748
(one million six hundred fifty-eight thousand seven hundred forty-eight) shares;
• ATCI’s issued and paid-up capital was increased to Rp414,687,000,000 (four hundred fourteen
billion six hundred eighty-seven million rupiahs), consisting of 414,687 (four hundred fourteen
thousand six hundred eighty-seven) shares as the result of the issuance of new shares, which was
fully subscribed and fully paid-up by the Company.
Upon the execution of the Transaction:
• The Company owns around 90.836% of ATCI’s shares or 376,687 (three hundred seventy-six
thousand six hundred eighty-seven) shares;
• AEI owns around 9.163% of ATCI’s shares or 37,999 (thirty-seven thousand nine hundred ninety-
nine) shares; and
• PT Alam Tri Abadi (“ATA“) owns around 0.001% of ATCI’s shares or 1 (one) share.
iii. Parties to the Transaction
1. The Company
Brief history
The Company (previously PT Jasapower Indonesia) was established based on the Deed of
Establishment number 9 of September 25th, 2007, made before Dwi Yulianti, S.H., a Notary in
Jakarta. AMI’s Deed of Establishment has been verified by the Minister of Law and Human Rights
of the Republic of Indonesia based on the Decree number C-01217 HT.01.01-TH.2007 of October
25th, 2007 and announced in State Gazette of the Republic of Indonesia number 36 of May 2 nd,
2008.
The Company changed its name from PT Jasapower Indonesia to PT Adaro Minerals Indonesia
Tbk based on Deed number 4 of September 1st, 2021 made before Humberg Lie, S.H., S.E., M.Kn.,
a Notary in North Jakarta. The deed of the name change has been approved by the Minister of
Law and Human Rights of the Republic of Indonesia based on Decree number AHU-
0047835.AH.01.02.Tahun 2021 of September 6th, 2021.
The Company’s Articles of Association have been amended several times, with the last
amendment based on the Deed of Meeting Resolution number 81 of April 26th, 2022 made before
Humberg Lie, S.H., S.E., M.Kn., a Notary in North Jakarta. The amendment to the Articles of
Association was received by the Minister of Law and Human Rights of the Republic of Indonesia
by Decree number AHU-AH.01.03-0232308 of April 26th, 2022.
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Management and supervision
The compositions of the Company’s Board of Commissioners and Board of Directors on the date
of this Information Disclosure as stated in the Deed of Meeting Resolution number 81 of April
26th, 2022 made before Humberg Lie, S.H., S.E., M.Kn., a Notary in North Jakarta, are as follows:
Board of Commissioners
President Commissioner: Garibaldi Thohir
Commissioner: M. Syah Indra Aman
Commissioner: Chia Ah Hoo
Commissioner: Lie Luckman
Independent Commissioner: Mohammad Effendi
Independent Commissioner: Budi Bowoleksono
Board of Directors
President Director: Christian Ariano Rachmat
Vice President Director: Iwan Dewono Budiyuwono
Director: Totok Azhariyanto
Director: Hendri Tamrin
Director: Heri Gunawan
Director: Wito Krisnahadi
2. ATCI
Brief history
ATCI was established based on the Deed of Establishment number 51 of April 20th, 2021, made
before Humberg Lie, S.H., S.E., M.Kn., a Notary in North Jakarta. ATCI’s Deed of Association has
been verified by the Minister of Law and Human Rights of the Republic of Indonesia by Decree
number AHU-0028421.AH.01.01.Tahun 2021 of April 26th, 2021.
ATCI’s Articles of Association have been amended several times with the last amendment by
Deed number 30 of March 18th, 2022 made before Humberg Lie, S.H., S.E., M.Kn., a Notary in
North Jakarta, which has received the notification receipt from the Minister of Law and Human
Rights of the Republic of Indonesia by the Receipt of the Notification on the Amendment to the
Articles of Association number AHU-AH.01.03-0220267 of April 4th, 2022.
Management and supervision
Based on Deed number 166 of June 9th, 2022 made before Humberg Lie, S.H., S.E., M.Kn., a Notary
in North Jakarta, which has been notified to the Minister of Law and Human Rights of the Republic
of Indonesia as confirmed by the Receipt of the Notification on the Change in the Company’s
Data number AHU-AH.01.09-0020450 of June 10th, 2022, the compositions of ATCI’s Board of
Commissioners and Board of Directors are as follows:
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Board of Commissioners
President Commissioner: M. Syah Indra Aman
Commissioner: Michael William P. Soeryadjaya
Board of Directors
President Director: Christian Ariano Rachmat
Director: Julius Aslan
3. AEI as the controlling company of the Company and ATCI
Brief history
AEI was established based on the Deed of Establishment made before Sukawaty Sumadi, S.H., a
Notary in Jakarta, number 25 of July 28th, 2004. AEI’s deed of incorporation was announced in
the State Gazette of the Republic of Indonesia number 59 of July 25th, 2006, Supplement to State
Gazette number 8036, and approved by the Minister of Law and Human Rights of the Republic
of Indonesia by Decree number C-21493 HT.01.01.TH.2004 of August 26th, 2004. AEI’s Articles of
Association have been amended several times with the latest amendment made by a notarial
deed of Mahendra Adinegara, S.H., M.Kn. number 16 of February 15th, 2022. Such amendment
to the Articles of Association has been approved by the Minister of Law and Human Rights of the
Republic of Indonesia by the decree number AHU-0011776.AH.01.02.TAHUN 2022 of February
16th, 2022.
Management and supervision
Based on the notarial deed number 44 of May 22 nd, 2023 made before Humberg Lie, S.H., S.E.,
M.Kn., a Notary in North Jakarta, which has been received by the Minister of Law and Human
Rights of the Republic of Indonesia as confirmed by the Receipt of the Notification on the Change
in the Company’s Data number AHU-AH.01.09- 0121980 of May 29th, 2023, the compositions of
AEI’s Board of Directors and Board of Commissioners are as follows:
Board of Commissioners
President Commissioner: Edwin Soeryadjaya
Vice President Commissioner: Theodore Permadi Rachmat
Commissioner: Arini Saraswaty Subianto
Independent Commissioner: Mohammad Effendi
Independent Commissioner: Budi Bowoleksono
Board of Directors
President Director: Garibaldi Thohir
Vice President Director: Christian Ariano Rachmat
Director: Michael William P. Soeryadjaya
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Director: Chia Ah Hoo
Director: M. Syah Indra Aman
Director: Julius Aslan
iv. Nature of the Affiliation
This Transaction is categorized as an Affiliated-Party Transaction as defined by POJK 42/2020. The
following chart presents the affiliated-party relationship of the Company, ATCI and AEI:
Prior to the transaction
After the transaction
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Notes:
(1) AEI: PT Adaro Energy Indonesia Tbk
(2) ATA: PT Alam Tri Abadi
(3) AMT: PT Adaro Mining Technologies
(4) ATCI: PT Alam Tri Cakra Indonesia
(5) The Company: PT Adaro Minerals Indonesia Tbk
B. EFFECTS OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION (PRO FORMA)
The Company’s pro forma balance sheet (in US$)
Balance Sheet Reviewed Transaction Pro forma
June 30th, 2023 June 30th, 2023
Assets
Current assets 628,990,711 7,481,107 636,471,818
Non-current assets 708,271,812 38,495 708,310,307
Total Assets 1,337,262,523 7,519,602 1,334,782,125
Liabilities
Short-term liabilities 204,310,985 5,013,797 209,324,782
Long-term liabilities 374,283,061 ‐ 374,283,061
Total liabilities 578,594,046 5,013,797 583,607,843
Total Equity 758,668,477 2,505,805 761,174,282
Total Liabilities and Equity 1,337,262,523 7,519,602 1,344,782,125
C. EXPLANATION, CONSIDERATION AND RATIONALE FOR EXECUTING THE TRANSACTION IN
COMPARISON WITH THE CONDITION IF A SIMILAR TRANSACTION IS EXECUTED WITH A NON-
AFFILIATED PARTY
The Company is of the perspective that there will be no difference if the Transaction is executed with
an unaffiliated party. The Transaction has been prepared to incorporate the same terms and conditions
as those incorporated in transactions made with an unaffiliated party, thus the terms and conditions
of the Transaction have been made on an arm’s length basis.
III. SUMMARY OF THE APPRAISER’S REPORT
Pursuant to article 4 of POJK 42/2020, public companies intending to execute an Affiliated-Party Transaction
must use an Appraiser’s service to determine the fair value of the object of the Affiliated-Party Transaction
and/or the fairness of the transaction.
To ensure the fairness of the planned Transaction, the Company appointed an Appraiser, i. e. the Office of
Appraisal Services of Herman, Meirizki & Rekan to provide the fairness opinion on the Transaction, based on
the quotation no. 074/SP/HMR-JKSL/B/XII/2023 of December 4th, 2023, which has been approved by the
Company.
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The statement of the appraiser’s report of fairness opinion as presented in the Report on the Fairness
Opinion No. 00015/2.0120-04/BS/02/0627/1/XII/2023 of December 27th, 2023 is summarized as follows:
i. Identity of the parties
The parties involved in the planned Transaction are:
1. The Company as the party acquiring the new shares to be issued by ATCI; and
2. ATCI as the party issuing new shares to be acquired by the Company.
ii. Object of the fairness analysis
The object of the fairness analysis herein is the planned capital increase by ATCI by way of issuing new
shares, all of which to be subscribed and fully paid-up by the Company.
iii. Purpose of appraisal
The purpose and objective of this fairness opinion is to provide the fairness opinion on the planned
Transaction. The fairness opinion is prepared to comply with the provision of POJK 42/2020.
iv. Assumptions and limiting conditions
The Appraiser’s statement on several assumptions used in compiling this fairness opinion is:
• This Fairness Opinion is a non-disclaimer opinion.
• The projected financial statements are provided by the Company’s management and have been
adjusted to reflect its fiduciary duty.
• The Appraiser is responsible for the report of fairness opinion and the opinion in the report of
fairness opinion.
• The Appraiser assumes that after the issuance date of this report of fairness opinion, there will
be no changes that have material effects on the planned transaction.
• In conducting the analysis, the Appraiser relies on the data provided by the management or the
assignor, which include the financial data, legality, information in the copy of the draft of
Shareholders’ Circular Resolutions, etc.
• The Appraiser has made the necessary review on the data received from the management for
analyzing this transaction. The validity, reliability, and accuracy of such data are within the
management’s responsibility.
• Any change to the data and information known after the issuance date of the report of fairness
opinion that may materially affect the fairness opinion is not under the Appraiser’s responsibility. In
the event of any other fact or information known after the issuance of the report of fairness opinion
which may materially affect the fairness opinion, the Appraiser is not responsible for updating the
fairness opinion in the future.
• This fairness opinion is compiled based on the market and economic condition, the general business
and financial condition, and the government regulations applicable on the date of this fairness
opinion.
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• This fairness opinion shall be treated in its entirety. The partial use of the analysis and information,
without considering the content of this fairness opinion in its entirety may lead to misleading views
on the process underlying this fairness opinion.
• In analyzing the industries associated with the Company’s business operations, the Appraiser has
used the data obtained from external parties deemed to be credible.
• The Company’s historical financial data are retrieved from the financial statements audited by an
independent public accountant registered as the Financial Services Authority; therefore, the
Appraiser did not make any confirmation and verification on the validity of the data presented in the
financial statements.
• The Appraiser did not conduct any due diligence on the Company’s taxation or its implication for the
execution of the planned Transaction.
• The financial projections and the assumptions used in the calculation are obtained from the assignor,
and adjustment have been made as required by to accommodate the preparation of the fairness
opinion.
• This report of fairness opinion is made available to the public, except for the confidential information
which may affect the Company’s operations.
• The work of the Appraiser shall not be interpreted as or intended for an audit review or the
implementation of particular procedures nor is it intended for disclosing the weaknesses in internal
control, errors or violations in the financial statements, and/or legal violations.
v. Approaches and appraisal method
In compiling this Report of Fairness Opinion on this planned Transaction, the Appraiser used the
approaches and appraisal method referring to FSA regulations, Indonesian Appraisal Standards and the
Indonesian Appraisers’ Code of Conduct that consist of:
a. Analysis on the planned Transaction
b. Qualitative and quantitative analyses on the planned Transaction
c. Analysis on the fairness of the planned Transaction
d. Analysis on other relevant factors
vi. Fairness Opinion on the Transaction
Based on the study and analysis conducted on all associated aspects for determining the positive impacts
of this planned Transaction either qualitatively or quantitatively, the Appraiser is of the opinion that the
planned Transaction is fair.
IV. BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Directors declares that this Transaction has been implemented through sufficient
procedure and ensures that the Transaction is executed in accordance with the generally applicable
business practices, i. e. the procedure to compare it with the terms and conditions of a transaction made
between parties who do not have an Affiliated relationship and made by fulfilling the arm’s-length principle.
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V. BOARD OF COMMISSIONERS’ & BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Commissioners and Board of Directors hereby declare that the Transaction is an
Affiliated-Party Transaction which does not contain any conflict of interest as set forth in POJK 42/2020.
The Company’s Board of Commissioners and Board of Directors hereby declare that they have carefully
reviewed the information provided with regard to the Transaction as presented in this Information
Disclosure, in addition to affirming that all material information regarding the Transaction has been
disclosed in this Information Disclosure and the material information is true and not misleading.
Subsequently, the Company’s Board of Commissioners and Board of Directors hereby declare that they hold
full responsibility on the accuracy of all information provided in this Information Disclosure.
VI. ADDITIONAL INFORMATION
The Company’s shareholders wishing to receive further information on the Transaction can contact:
PT Adaro Minerals Indonesia Tbk
Cyber 2 Tower 34th Floor
Jl. H.R. Rasuna Said Block X-5, No. 13 South Jakarta 12950
Indonesia
Email: corsec@adarominerals.id
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