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20240102_ADRO_Informasi Transaksi Afiliasi_31563691_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 signing of a loan agreement
between PT Alam Tri Abadi (“ATA”), a limited-liability company whose shares are 99.99% directly owned
by the Company, with Vindoor Investments (Mauritius) Limited (“Vindoor”), a limited-liability company
whose shares are 90.00% 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 treatment, 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
Arindo Holdings: Arindo Holdings (Mauritius) Limited
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
Term SOFR: Secured Overnight Financing Rate
Independent 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
Company: PT Adaro Energy Indonesia Tbk, a publicly-listed 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 29th, 2023, ATA and Vindoor signed a loan agreement under which ATA granted to
Vindoor a loan amounting up to US$600 million (six hundred million United States dollars) (“Loan
Agreement”).
Pursuant to article 4 point 1 of POJK 42/2020, this transaction 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 independent 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.
The Independent Appraiser Report used a reference is the report of the Office of Appraisal Services
of Desmar, Susanto, Salman dan Rekan number 00127/2.0142-00/BS/02/0177/1/XII/2023 of
December 18th, 2023 on the Fairness Opinion on the Planned Transaction (“Appraiser’s Report”).
Based on the report, this transaction is deemed as “fair” by the Independent Appraiser.
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 loan granted by ATA is among the Company’s strategies to capture the business
development opportunities in Indonesia and overseas. The Company strives to maximize its
financial potentials and strong network to generate healthy returns for the shareholders.
Vindoor as a part of the Company has considerably strong position to support its development
by capturing various business development opportunities. With good financial position and
liquidity, the Company has the flexibility to make investments in both real and financial sectors.
The Company has also assessed its risk profile or its tolerance against fluctuations in the
investment to be made. In making investments, the Company always conducts risk profile
assessment and good investment diversification, ensures balanced investment portfolio, and
monitors the portfolio.
This Loan Agreement transaction was made after the settlement of the loan granted based on
the loan agreement between ATA and Vindoor of June 8 th, 2018, as amended by amendment I
on the loan agreement of December 13th, 2021 (as explained in the information disclosure
published by the Company on December 15th, 2021) in the amount of US$550,000,000 (five
hundred fifty million United States dollars), has been made by Vindoor to ATA on December
20th, 2023.
The signing of the Loan Agreement will allow highly efficient use or execution of the loan by
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Vindoor for business developments, investments and other corporate purposes, in addition to
refinancing Vindoor’s other loans. This Loan Agreement will provide positive values for both
parties and stronger support for developing its businesses and maximizing returns from its
liquidity by obtaining more competitive interest rates.
ii. Brief Description on the Transaction
On December 29th, 2023, ATA and Vindoor signed the Loan Agreement under which ATA
agreed to grant a loan to Vindoor with the following details:
Loan principal value: up to US$600 million (six hundred million United States dollars)
Interest rate: Term SOFR plus 1.40% (one point forty percent) per annum
Maturity date: December 31st, 2034
Loan purpose: among others to fund the refinancing of Vindoor’s other loans, business
development, investments and other corporate purposes
Pursuant to article 5 point (e) of POJK 42/2020, the Company is not required to apply the
procedure as explained in article 3 of POJK 42/2020 and not obliged to fulfil the provision as
explained in article 4 point (1) of POJK 42/2020 in the event that on a future date there is any
transaction extending from this Loan Agreement, as this Loan Agreement serves as the initial
transaction that forms the basis of such future transaction provided that the terms and conditions
of this Loan Agreement do not encounter any change that may incur detrimental effects to the
Company.
iii. Parties to the Transaction
1. The Company as a controlling party of ATA and Vindoor
Brief history
The Company was established based on the Deed of Establishment made before Notary
Sukawaty Sumadi, S.H., a Notary in Jakarta, number 25 of July 28th, 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 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 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
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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
Director: M. Syah Indra Aman
Director: Julius Aslan
2. ATA
Brief history
ATA is a Controlled Company of the Company. ATA was established based on the Deed
of Establishment made before Notary Ir. Rusli, S.H., a Notary in Jakarta, number 2 of
December 1, 2004. ATA’s deed of establishment was approved by the Minister of Law
and Human Rights of the Republic of Indonesia by Decree number C-31123
HT.01.01.TH.2004 of December 23, 2004 and announced in the State Gazette of the
Republic of Indonesia number 52 of July 1, 2005, Supplement to State Gazette number
6922, and its Articles of Association have been amended several times with the latest
amendment made by a notarial deed of Humberg Lie, S.H., S.E., M.Kn. number 53 of
September 20th, 2021. Such amendment to the Articles of Association has been approved
by the Minister of Law and Human Rights of the Republic of Indonesia based on the
Decree number 0051320.AH.01.02 TAHUN 2021 of September 21st, 2021.
Management and supervision
Based on the notarial deed of Humberg Lie, S.H., S.E., M.Kn. number 17 of February 11,
2020, 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.01.03-0134374 of March 11, 2020, the compositions
of ATA’s Board of Commissioners and Board of Directors are as follows:
Board of Commissioners
President Commissioner: Garibaldi Thohir
Commissioner: Christian Ariano Rachmat
Commissioner: Julius Aslan
Board of Directors
President Director: Chia Ah Hoo
Director: M. Syah Indra Aman
Director: Lie Luckman
3. Vindoor
Brief history
Vindoor a Controlled Company of the Company. Vindoor was established in Mauritius on
October 9th, 2000. Based on Companies Act 2001 of Mauritius, Vindoor was registered
as a limited-liability company of “Category 1 Global Business License” status until July 18th,
2014, with the status changed to “Category 2” thereafter. Based on Section 72(6) of
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Financial Services Act, on June 30th , 2021, Vindoor’s status changed to Global Business
License (Licence number: GB21100516; Code: FS‐4.1).
Management and supervision
Board of Directors
Director: Pepen Handianto Danuatmadja
Director: Low Wai Ing
Director: Fakr‐Ud‐Deen Ali Peerbux
Director: Muhammad Daawood Irfaan Amiran
Director: Susanti
B. NATURE OF THE AFFILIATION OF THE PARTIES CONDUCTING THE TRANSACTION
WITH THE COMPANY
This Loan Agreement transaction is categorized as an Affiliated-Party Transaction as defined
by POJK 42/2020. The following chart presents the affiliated-party relationship of ATA and
Vindoor as the parties executing the Affiliated-Party Transaction with the Company:
The Company
99.99%
ATA
90.00%
Arindo
Holdings
100%
Vindoor
v
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
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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 Loan Agreement is granted to diversify the Company’s revenue sources. The Company
continuously explores business expansion opportunities in both domestic and international
markets and ways to optimize its financial performance through offshore investments.
Therefore, through ATA, the Company did not opt for making this investment in a third party
because by investing in Vindoor, the Company will not only optimize the return on its liquidity,
but also have the opportunity to support its business unit to develop into a profit center. This
move will provide it with a greater benefit compared to investing in either a third party or other
financial instruments.
The Loan Agreement 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, publicly-listed 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 intended Transaction, the Company appointed an Independent
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. 0002/2.0412-00/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. 00127/2.0142-00/BS/02/0177/1/XII/2023 of December 18th, 2023 is
summarized as follows:
i. Identity of the parties
The Company is the assignor. The parties involved in the transaction are ATA and Vindoor, both
of which are Controlled Companies of the Company.
ii. Object of the fairness analysis
The object of the fairness analysis herein is to provide a fairness opinion with regard to the
provision of the loan facility in the amount up to US$600,000,000 (six hundred million United
States dollars) by ATA as the Creditor to Vindoor as the Borrower with the interest rate of Term
SOFR + 1.40% per annum.
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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 Affiliated-Party Transaction, the Appraiser
conducted an analysis through the approaches and appraisal procedure on the planned
Affiliated-Party Transaction that include the following:
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 Loan Agreement has been made with sufficient
procedure and ensures that the Loan Agreement is executed in accordance with the generally
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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 this
Transaction is an Affiliated-Party Transaction which does not contain any conflict of interest.
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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