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20231229_ADRO_Informasi Transaksi Afiliasi_31563440_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 PT Indoprima Niaga Sejahtera (“INS”), a limited-liability company whose shares
are 65% 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 December 29th, 2023.
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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
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 28th, 2023, ATA and INS made an Affiliated-Party Transaction by signing a loan
agreement under which ATA granted to INS a loan amounting up to IDR$136,175,000,000 (one
hundred thirty-six billion one hundred seventy-five million rupiahs) (“Loan Agreement”).
Pursuant to article 4 point 1 of POJK 42/2020, this Loan Agreement 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 POJK 42/2020 provision, the Company’s Board
of Directors issued this Information Disclosure to inform the Company’s shareholders on such
Affiliated-Party Transaction.
The Independent Appraiser Report used a reference is the report of the Office of Appraisal Services
of Desmar, Susanto, Salman dan Rekan number 00126/2.0142-00/BS/02/0177/1/XII/2023 of
December 18th, 2023 on the Fairness Opinion (“Appraiser’s Report”). The Appraiser’s Report has
granted a “fair” opinion on this Loan Agreement.
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 Affiliated-Party 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 30 th, 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 Conducting the Transaction
This Loan Agreement transaction is among the Company’s strategies to capture the investment
opportunities to develop the Company’s business. The Company strives to maximize its financial
potentials and strong network to generate healthy returns for the shareholders.
The Company currently has good financial position and liquidity. Therefore, it 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.
The proceeds from this loan will support the business development of INS and/or its
subsidiaries. The transaction of this Loan Agreement will also provide positive values for both
parties and stronger support for the Company in developing its businesses and maximizing
returns.
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ii. Brief Description on the Transaction
On December 28th, 2023, ATA and INS signed the Loan Agreement under which ATA agreed
to grant a loan to INS with the following details:
Loan principal value: up to IDR$136,175,000,000 (one hundred thirty-six billion one hundred
seventy-five million rupiahs)
Interest rate: 7% (seven percent) per annum calculated based on each loan
withdrawn
Maturity date: December 31st, 2024
Loan purpose: among others for INS and/or its subsidiaries’ operational activities or
other activities
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 INS
Brief history
The Company was established based on the notarial deed of 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.
The Company started operating commercially in July 2005. The Company is domiciled in
Jakarta and located at Gedung Menara Karya, 23rd floor, Jl. H.R. Rasuna Said Blok X‐5,
Kav. 1‐ 2, South Jakarta.
The Company’s purpose and objectives are to operate 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).
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
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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
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
notarial deed of 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 to adjust article 3 of
ATA’s Articles of Association on the Purpose and Objective and Business Activities of
ATA to the applicable Indonesian Standard Industrial Classification (ISIC). 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.
ATA’s head office is located in Jakarta and located at Gedung Menara Karya, 23 rd floor,
Jl. H.R. Rasuna Said Blok X‐5, Kav. 1‐ 2, Jakarta 12950 Indonesia.
ATA has the purpose and objectives to engage in the businesses of large-scale trading
of solid, liquid, and gas fuels and associated products, large-scale trading of agricultural
products and livestock, rubber plantation and other latex producing plants, oil palm
plantation, and management consultation activities.
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:
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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. INS
Brief history
INS was established based on the notarial deed number 5 of May 10, 2002, of Anastasia
Anne Augusta, S.H., M.Kn., a Notary in Cimahi. INS’ deed of establishment was approved
by the Minister of Law and Human Rights of the Republic of Indonesia by Decree number
AHU-0031351.AH.01.01.TAHUN 2022 of 12 Mei 2022.
INS’ Articles of Association have been amended several times with the latest amendment
made by a notarial deed number 8 of April 13th, 2023 of Anastasia Anne Augusta, S.H.,
M.Kn., a Notary in Cimahi, which has been confirmed with a receipt of the notification
from the Minister of Law and Human Rights of the Republic of Indonesia based on the
Receipt of the Notification on the Change to the Articles of Association number AHU-
AH.01.03-0054015 of April 13th, 2023.
INS’ office is located at Gedung TCC-Batavia Tower One, 43rd fl, Jl. K.H. Mas Mansyur
Kav.126, Karet Tengsin, Tanah Abang, Central Jakarta, Indonesia. INS has the purpose
and objectives to engage in the businesses of management consultation, business
consultation and brokerage. INS also has subsidiaries operating in mining and other
quarrying supporting businesses, and river and lake port services.
Management and supervision
Based on the notarial deed number 12 of October 13th, 2022 of Anastasia Anne Augusta,
S.H., M.Kn., a Notary in Cimahi, 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 to the Company’s Data number AHU-AH.01.09-0065790 of October 14th,
2022, the compositions of INS’ Board of Commissioners and Board of Directors are as
follows:
Board of Commissioners
President Commissioner: Garibaldi Thohir
Commissioner: Chia Ah Hoo
Commissioner: Andrew Hidayat
Board of Directors
President Director: Hendri Tamrin
Director: Heri Gunawan
Director: Totok Azhariyanto
Director: Esther Suzanna Pakpahan
Director: Yohan Purnama
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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 structure of the affiliation of ATA and INS as
the parties to the Affiliated-Party Transaction with the Company:
The Company
99.99%
ATA
65%
v
INS
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
th
June 30 , 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 ATA, did not opt for making this investment in a third party because by
investing in INS, the Company will get the opportunity to not only optimize the return on its
liquidity, but also diversify its revenue sources. This will provide it with a greater benefit
compared to investing in either a third party or other financial instruments. For INS, this Loan
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Agreement transaction offers better flexibility to ensure the fund available for business
development with relatively faster processing time compared to the process conducted with a
third party.
This 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. 0001/2.142‐00/PP‐B/DSS‐
01/0177/XI/2023 of November 15th, 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. 00126/2.0142-00/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 INS, both of
which are Controlled Companies of the Company.
ii. Object of the fairness analysis
The object of the fairness analysis herein is the loan facility in the amount up to
IDR$136,175,000,000 (one hundred thirty-six billion one hundred seventy-five million rupiahs)
to be granted by ATA to INS as the Borrower with the interest rate of 7% (seven percent) per
annum calculated based on each loan withdrawn.
iii. Purpose of providing a fairness opinion
The Report Fairness Opinion is required for complying with the provisions 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.
• All of the data, statements and information we received 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.
• We have 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, we 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 we are not responsible for conducting an independent
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examination on such information. KJPP Desmar, Susanto, Salman dan Rekan 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 Independent Appraiser become
incomplete or misleading.
• We assume 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. We are 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 our 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 our
responsibility.
v. Approaches and appraisal method
In compiling this Report of Fairness Opinion on this Affiliated-Party Transaction, we 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, we are
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
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 Loan
Agreement 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.
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VI. ADDITIONAL INFORMATION
The Company’s shareholders wishing to receive further information on this Loan Agreement
transaction 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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