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20240102_ADRO_Informasi Transaksi Afiliasi_31563859_lamp1.pdf
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INFORMATION DISCLOSURE TO THE SHAREHOLDERS ON AN AFFILIATED-
PARTY TRANSACTION OF
PT ADARO ENERGY 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 capital increase by PT Alam Tri
Cakra Indonesia (“ATCI”), a limited-liability company whose shares are 99.99% directly and indirectly owned
by the Company, to be wholly acquired by PT Adaro Minerals Indonesia Tbk (“AMI”), a public company whose
shares are 83.839% directly and indirectly owned by the Company.
This transaction fulfills the definition of affiliated-party transaction as set forth in Indonesian Financial
Services Authority’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 Energy Indonesia Tbk
Business activities:
Operating head office activities and management consultation (for the businesses of subsidiaries operating in mining, excavation,
mining support services, large-scale trading, logistics, warehousing, and logistics support activities, cargo handling (stevedoring),
sea port service activities, plant agriculture, construction, engine repair and installation, power provision, water treatmen t, forestry
and industry)
Head office:
Menara Karya, 23rd floor
Jl. H.R. Rasuna Said, Blok X‐5, Kav. 1‐2, Jakarta 12950, Indonesia
Email: corsec@adaro.com
Website: www.adaro.com
This information is issued in Jakarta on January 2nd, 2024.
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DEFINITION
Affiliation: defined as set forth by article 1 of the Capital Market Law or
POJK 42/2020
US$: United States dollar
Director(s): (a) member(s) of the Company’s Board of Directors holding such
position on the issuance date of this Information Disclosure
Commissioner(s): (a) member(s) of the Company’s Board of Commissioners
holding such position on the issuance date of this Information
Disclosure
Appraiser: the Office of Appraisal Services of Desmar, Susanto, Salman dan
Rekan, an independent appraiser registered with the 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
Company: PT Adaro Energy 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
Affiliated-Party Transaction: 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
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I. INTRODUCTION
On December 28th, 2023, ATCI issued 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), all of which were subscribed and fully paid-up by
AMI (“the Issuance of ATCI’s New Shares”).
Pursuant to article 4 point 1 of POJK 42/2020, the transaction of the Issuance of ATCI’s New Shares
fulfills the definition of an Affiliated-Party Transaction, therefore the fair value of the object of the
Affiliated-Transaction and/or the fairness of the transaction must be determined by an appraiser as
well as being published to the public. In order to fulfill such provision, the Company’s Board of
Directors issued this Information Disclosure to its shareholders on this Affiliated-Party transaction.
The Appraiser’s report used a reference is the report of the Office of Appraisal Services of Desmar,
Susanto, Salman dan Rekan number 00130/2.0142-00/BS/02/0177/1/XII/2023 of December 27th,
2023 on the Fairness Opinion (“Appraiser’s Report”). Based on the Appraiser’s Report, the
transaction of the Issuance of ATCI’s New Shares is deemed as fair.
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$7,018,752 (in thousand of 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 TRANSACTION
i. Background, Rationale and Benefits of the Transaction
The transaction of the Issuance of ATCI’s New Shares is the Company’s strategic step to align
the business units with the business lines and develop them for stronger and more efficient
organizational structure, as well as providing flexibility for the Company’s group in formulating
long-term business strategies.
ii. Brief Description on the Transaction
The Issuance of ATCI’s New Shares 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 by way of the issuance of 376,687 (three
hundred seventy-six thousand six hundred eighty-seven) new shares with Rp1,000,000
(one million rupiahs) par value per share or total amount of Rp376,687,000,000 (three
hundred seventy-six billion six hundred eighty-seven million rupiahs) (“New Shares”), all
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of which were subscribed and fully paid-up by AMI, resulting in ATCI’s issued and fully
paid-up capital to amount 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.
Upon the Issuance of ATCI’s New Shares:
• AMI owns around 90.836% of ATCI’s shares or 376,687 (three hundred seventy-six
thousand six hundred eighty-seven) shares;
• The Company owns around 9.163% of ATCI’s shares or 37,999 (thirty seven thousand
nine hundred ninety-nine) shares; and
• PT Alam Tri Abadi owns around 0.001% of ATCI’s shares or 1 (one) share.
iii. Parties to the Transaction
1. The Company as a controlling party of ATCI and AMI
Brief history
The Company was established based on the Deed of Establishment made before
Sukawaty Sumadi, S.H., a Notary in Jakarta, number 25 of July 28 th, 2004. The
Company’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. The Company’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 22nd , 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 the Company’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
Director: Chia Ah Hoo
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Director: M. Syah Indra Aman
Director: Julius Aslan
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:
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. AMI
Brief history
AMI (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 2nd, 2008.
AMI 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.
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AMI’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.
Management and supervision
The compositions of AMI’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
B. NATURE OF THE AFFILIATION OF THE PARTIES CONDUCTING THE TRANSACTION
WITH THE COMPANY
This transaction of the Issuance of ATCI’s New Shares is categorized as an Affiliated-Party
Transaction as defined by POJK 42/2020. The following chart presents the affiliated-party
relationship of ATCI and AMI as the parties executing the Affiliated-Party Transaction, with the
Company:
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Prior to the transaction
After the transaction
Notes:
(1) The Company: 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) AMI: PT Adaro Minerals Indonesia Tbk
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C. EFFECTS OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION (PRO
FORMA)
The Company’s pro forma balance sheet (thousand of US$)
Balance Sheet Reviewed Transaction Pro forma
June 30th, 2023 June 30th, 2023
Current assets 4,056,579 ‐ 4,056,579
Non-current assets 5,678,982 ‐ 5,678,982
Total Assets 9,735,561 ‐ 9,735,561
Short-term liabilities 1,062,192 ‐ 1,062,192
Long-term liabilities 1,654,617 ‐ 1,654,617
Total liabilities 2,716,809 ‐ 2,716,809
Equity 7,018,752 ‐ 7,018,752
The Company’s pro forma profit and loss (thousand of US$)
Profit and Loss Reviewed Transaction Pro forma
June 30th, 2023 June 30th, 2023
Revenue 3,479,282 ‐ 3,479,282
Cost of revenue (2,033,119) ‐ (2,033,119)
Gross profit 1,446,163 ‐ 1,446,163
Operating income 1,178,419 ‐ 1,178,419
Profit for the year 995,966 ‐ 995,966
D. 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, through ATCI, did not opt for executing this transaction with a third party
because the Issuance of ATCI’s New Shares has the objective to align and develop the
business units with the business lines for stronger and more efficient organizational structure,
and to provide flexibility for the Company’s group in formulating long-term business strategies.
The Issuance of ATCI’s New Shares 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 Issuance of ATCI’s New Shares, the Company appointed an
Appraiser, i. e. the Office of Appraisal Services of Desmar, Susanto, Salman dan Rekan to provide
the fairness opinion on the transaction, based on the quotation no. 0003/2.142‐00/PP‐B/DSS‐
01/0177/XI/2023 of November 24th, 2023, which has been approved by the Company.
The statement of the appraiser’s report of fairness opinion as presented in the Report on the
Fairness Opinion No. 00130/2.0142-00/BS/02/0177/1/XII/2023 of December 27th, 2023 is
summarized as follows:
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i. Identity of the parties
The Company is the assignor. The parties involved in the transaction are ATCI and AMI, both
of which are Controlled Companies of the Company.
ii. Object of the fairness analysis
The object of the fairness analysis herein is the planned capital increase of the Company’s
subsidiary ATCI, by way of issuing 376,687 (three hundred seventy-six thousand six hundred
eighty-seven) new shares with Rp1,000,000 (one million rupiahs) par value per share or total
amount of Rp376,687,000,000 (three hundred seventy-six billion six hundred eighty-seven
million rupiahs), all of which will be subscribed and fully paid-up by AMI.
iii. Purpose of providing a fairness opinion
The Report Fairness Opinion is required for complying with 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.
• All of the data, statements and information received by the Appraiser from the
management and the data and information available in the public domain, in particular
those concerning the economic and industry data, are deemed accurate and obtained
from the sources of credible accuracy.
• The Appraiser has reviewed the documents used in the process of rendering the
fairness opinion.
• This report of fairness opinion is compiled to fulfill the capital market purposes and the
FSA’s provision and not for tax or other purposes other than the capital market
purposes.
• In conducting the analysis, the Appraiser made a number of assumptions and
depended on the accuracy, reliability and completeness of all financial information and
other information provided by the Company or publicly available, which in principle was
true, complete and not misleading, and the Appraiser is not responsible for conducting
an independent examination on such information. The Appraiser also relied on the
warranty of the Company’s management that they were not aware of any fact that may
cause the information provided for the Appraiser become incomplete or misleading.
• The Appraiser assumes that from the issuance date of this fairness opinion until the
execution date of the planned corporate action, there will be no changes that may have
material effects on the assumptions used in compiling this fairness opinion. The Appraiser
is not responsible for reaffirming or completing or updating the opinion due to the changes
to the assumptions and conditions or events occurring after the date of this letter.
• All disputes in the forms of criminal or civil cases (in or out of court) associated with the
appraisal object is not under the Appraiser’s responsibility.
• Changes made by the Government or private parties concerning the condition of the
appraisal object, on this matter the market condition, etc., are not within the Appraiser’s
responsibility.
v. Approaches and appraisal method
In compiling this report of fairness opinion on this planned Affiliated-Party Transaction, the
Appraiser conducted an analysis through the appraisal approaches and appraisal procedure
that include the following:
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a. Analysis on the planned Affiliated-Party Transaction
b. Qualitative and quantitative analyses on the planned Affiliated-Party Transaction
c. Analyses on the fairness of the planned Affiliated-Party Transaction
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 Affiliated-Party Transaction either qualitatively or quantitatively, the
Appraiser is of the opinion that the planned Affiliated-Party Transaction is fair.
IV. BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Directors declares that the Issuance of ATCI’s New Shares 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.
V. BOARD OF COMMISSIONERS’ & BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Commissioners and Board of Directors hereby declare that the Issuance
of ATCI’s New Shares 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 Affiliated-Party Transaction as
presented in this Information Disclosure, in addition to affirming that all material information
regarding this 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 explained in
this Information Disclosure can contact:
PT Adaro Energy Indonesia Tbk
Menara Karya 23rd Floor
Jl. H.R. Rasuna Said Block X-5, Kav. 1-2 Jakarta 12950
Indonesia
Email: corsec@adaro.com
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