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20231228_ANTM_Transaksi Material Tanpa Persetujuan RUPS_31563057_lamp4.pdf
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THE DISCLOSURE OF INFORMATION TO SHAREHOLDERS REGARDING
MATERIAL TRANSACTIONS AND AFFILIATED TRANSACTIONS OF
PT ANEKA TAMBANG TBK (THE “COMPANY”)
This Information Disclosure to the Company’s Shareholders (as defined below) is intended to provide explanation
to the public regarding the SDA-HKCBL Divestment Transaction by the Company with HKCBL and FHT
Divestment Transaction between the Company and IMC as the Controlled Company, which is part of the
Transaction Series within the framework of cooperation related to the EV Battery Project (as defined below).
The SDA-HKCBL Divestment Transaction and FHT Divestment Transaction is part of the series of Material
Transactions as defined in the Financial Services Authority Regulation Number 17/POJK.04/2020 on Material
Transactions and Alteration in Business Activities (“POJK 17/2020”).
THE INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE IS IMPORTANT AND SHOULD
BE READ AND DULY NOTED BY THE COMPANY’S SHAREHOLDERS.
IF YOU ENCOUNTER DIFFICULTIES IN UNDERSTANDING THE INFORMATION PROVIDED IN THIS
DISCLOSURE, IT IS ADVISABLE TO SEEK ADVICE FROM LEGAL CONSULTANT, CERTIFIED PUBLIC
ACCOUNTANT, FINANCIAL ADVISOR, OR OTHER PROFESSIONALS.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY AFFIRM THAT
ALL MATERIAL INFORMATION OR FACTS CONTAINED IN THIS INFORMATION DISCLOSURE ARE
COMPLETE, ACCURATE, AND NOT MISLEADING.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY ALSO DECLARE
THAT THIS MATERIAL TRANSACTION AND AFFILIATED TRANSACTION DO NOT CONTAIN ANY
CONFLICT OF INTEREST.
PT ANEKA TAMBANG TBK
Business Activities
Engaged in the mining of various types of mineral resources, and involved in industrial, trading, transportation,
and related services associated with the mining of various types of mineral resources, as well as optimizing the
utilization of resources owned by the Company to produce high-quality goods and/or services with strong
competitiveness to obtain/seek profits to enhance the Company's value while adhering to the principles of a
Limited Liability Company.
Domiciled in Jakarta, Indonesia.
Head Office
Gedung Aneka Tambang Tower A
Jl. Letjen T.B. Simatupang No. 1, Lingkar Selatan, Tanjung Barat, Jakarta 12530
Telephone: (021) 789 1234
E-mail: corsec@antam.com
Website: https://www.antam.com
This Information Disclosure is issued in Jakarta on the date of 28 December 2023
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DEFINITION AND ABBREVATIONS
“Affiliated : Any activity and/or transaction conducted by a Publicly-Listed Company
Transaction” or a Controlled Company with Affiliates of the Publicly-Listed Company
or Affiliates of members of board of directors, members of board of
commissioners, major shareholders, or controllers, including any activity
and/or transaction conducted by the Publicly-Listed Company or
Controlled Company for the benefit of Affiliates of a Publicly-Listed
Company or Affiliates of members of board of directors, members of
board of commissioners, major shareholders, or controllers.
“Affiliation” : Parties as referred to in Article 1 paragraph (1) POJK 42/2020, namely:
a. family relationships by marriage up to the second degree, both
horizontally and vertically;
b. relationships between a party and employees, directors, or
commissioners of that party;
c. relationships between 2 (two) companies in which there are 1 (one)
or more common members of the board of directors or board of
commissioners;
d. relationships between a company and a party, whether directly or
indirectly controlled by or controlling that company;
e. relationships between 2 (two) controlled companies, whether directly
or indirectly, by the same party; or
f. relationships between the company and major shareholders.
“Appraiser” : An individual who, through their expertise, engages in appraisal activities
within the capital market field.
“ARI” : PT ANTAM Resourcindo, a limited liability company established under
the laws of the Republic of Indonesia, having its registered address at
Jalan Letjen T.B. Simatupang No. 1, ANTAM Office Park Tower B, 11th
Floor, South Jakarta.
“ASX” Australian Securities Exchange.
“Battery Cells : The joint venture company to be established under the laws of the
JVCO” Republic of Indonesia with share ownership by IBC and SGCBL.
“Battery Cells : The project to be undertaken by Battery Cells JVCO to conduct
Project” development, construction, and operation of a lithium-ion battery factory
in accordance with the Masterplan agreed upon by the Company and
SGCBL.
“Battery : Battery Material JVCO, Battery Cells JVCO, and Battery Recycling JVCO
Manufacturing collectively referred.
JVCOs”
“Battery Material : The joint venture company to be established under the laws of the
JVCO” Republic of Indonesia with share ownership by IBC and HKCBL.
“Battery Material : The project to be undertaken by Battery Material JVCO to produce
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Project” battery materials in accordance with the Masterplan agreed upon by the
Company and HKCBL.
“Battery Recycling : The joint venture company to be established under the laws of the
JVCO” Republic of Indonesia with share ownership by IBC and HKCBL.
“Battery Recycling : The project to be undertaken by Battery Recycling JVCO to recycle
Project” batteries.
“CBL” : Ningbo Contemporary Brunp Lygend Co., Ltd., is a joint venture
established by and between (i) Ningbo Brunp Contemporary Amperex
Co., Ltd.; (ii) Xiamen Ruiting Investment Co., Ltd.; and (iii) Ningbo
Lygend New Energy Co., Ltd., incorporated under the laws of the
People's Republic of China, with its registered address at Room 618,
Office Building 5, Meishan Avenue Business Center, Beilun District,
Ningbo, China.
“Conflict of Interest” : The distinction between the economic interests of a Publicly-Listed
Company and the personal economic interests of its directors, board of
commissioners, major shareholders, or controllers that could be
detrimental to the Publicly-Listed Company as referred to in POJK
42/2020.
“Conflict of Interest : Transactions conducted by a Publicly-Listed Company or a Controlled
Transaction” Company with any party, whether with Affiliates or parties other than
Affiliates, that contain a Conflict of Interest as referred to in POJK
42/2020.
“Controlled : Company controlled either directly or indirectly by a Publicly-Listed
Company” Company.
“Company” : PT Aneka Tambang Tbk or abbreviated as PT ANTAM Tbk, a Publicly-
Listed Company established under the laws of the Republic of Indonesia,
with its registered address at Jalan Letjen TB. Simatupang No. 1,
Jakarta, Indonesia.
”Company’s : The parties holding beneficial ownership of the Company's shares,
Shareholders” whether in the form of certificates or in collective custody held and
administered in securities accounts at the Indonesian Central Securities
Depository, recorded in the Shareholders Register managed by the
Securities Administration Bureau appointed by the Company.
“CP” Conditions precedent.
“CSPA FHT” : Conditional Sale and Purchase of Shares Agreement between the
Company, IMC, and HKCBL signed on 4 May 2023.
“CSPA SDA” : Conditional Share Purchase Agreement between the Company and
HKCBL signed on 16 January 2023.
“EV Battery Project” : The cooperation between the Company, IBC, and CBL in the end-to-end
electric vehicle battery ecosystem development project in Indonesia by
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integrating the mining industry, smelters, precursors, cathodes, battery
cells, and battery recycling.
“FHT” : PT Feni Haltim, a limited liability company established under the laws of
the Republic of Indonesia, having its registered address at Jalan Letjen
TB. Simatupang No. 1, Jakarta, Indonesia.
“FHT JVCO” : The joint venture company established by the Company and HKCBL by
repurposing the Company's existing subsidiary, namely FHT, to carry out
the FHT Project.
“FHT Project” : The project to be undertaken by FHT JVCO involves repurposing and
developing the operations currently conducted by FHT, which consist of
development, construction, ownership, financing, operation and
maintenance of industrial estates as well as 8 (eight) RKEF lines and
facilities related to the sale of nickel products, including the development
of additional RKEF lines.
“Framework : The Framework Agreement signed by the Company, IBC, and CBL on
Agreement” 14 April 2022.
“GAAP” : Generally Accepted Accounting Principles.
“GR 12/1969” : Government Regulation Number 12 of 1969 on State-Owned Enterprises
as revoked by Government Regulation Number 12 of 1998.
“GR 26/1974” : Government Regulation Number 26 of 1974 on the Transfer of the Form
of the State-Owned Company Aneka Tambang into a State-Owned
Enterprise (Persero).
“GR 47/2017” : Government Regulation Number 47 of 2017 on the Additional State
Capital Participation of the Republic of Indonesia into the Share Capital
of the State-Owned Enterprise (Persero) PT Indonesia Asahan
Aluminium.
“GR 45/2022” : Government Regulation Number 45 of 2022 concerning the Reduction of
the State Capital Participation of the Republic of Indonesia in the State-
Owned Enterprise (Persero) PT Indonesia Asahan Aluminium.
“GR 46/2022” : Government Regulation Number 46 of 2022 on the State Capital
Participation of the Republic of Indonesia for the Establishment of a
State-Owned Enterprise (Persero) in the Mining Sector.
“HKCBL” : HongKong CBL Limited, a limited liability company established under the
laws of Hong Kong, with its registered address at Level 54, Hopewell
Centre, 183 Queen’s Road East, Hong Kong.
“HPAL Facilities” : Hydrometallurgical Project.
“HPAL JVCO” : The joint venture company to be established under the laws of the
Republic of Indonesia with share ownership by the Company and
HKCBL.
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“HPAL Project” : The project to be undertaken by HPAL JVCO involves the construction of
HPAL Facilities to produce Mixed Hydroxide Precipitate on the land
owned by FHT.
“IBC” : PT Industri Baterai Indonesia, a limited liability company established
under the laws of the Republic of Indonesia, with its registered address
at Jl. Medan Merdeka Timur No. 11-13, Jakarta 10110, Indonesia.
“IMC” : PT International Mineral Capital, a limited liability company established
under the laws of the Republic of Indonesia, with its registered address
at Gedung Aneka Tambang, Jl. Letjen T.B. Simatupang No. 1, South
Jakarta.
“JVA” : Joint Venture Agreement.
“JVA HPAL” : JVA between the Company and HKCBL regarding the HPAL JVCO for
the HPAL Project.
“JVCOs” : The joint venture companies formed and established in connection with
the EV Battery Project, namely Mining JVCO, FHT JVCO, HPAL JVCO,
Battery Material JVCO, Battery Cells JVCO, and Battery Recycling
JVCO.
“Law 9/1969” : Law Number 9 of 1969 on the Enactment of Government Regulation
Replacement Law Number 1 of 1969.
“Material : Any transaction conducted by a Publicly-Listed Company or a Controlled
Transaction” Company that meets the value thresholds as regulated in POJK 17/2020.
“MIND ID” : PT Mineral Industri Indonesia (Persero), a state-owned enterprise in the
form of limited liability company, established under the laws of the
Republic of Indonesia, with its registered address at The Energy Building
16th Floor, SCBD Lot 11A, Jl. Jend. Sudirman Kav. 52-53, Jakarta,
Indonesia.
“Mining JVCO” : The joint venture company established by the Company and HKCBL by
repurposing the Company's existing subsidiary, namely SDA.
“Mining Project” : The project to be undertaken by Mining JVCO to mine the saprolite ore
and limonite ore which will be utilized by the other sub-projects in EV
Battery Project.
“MoLHR” : Minister of Law and Human Rights of the Republic of Indonesia.
“OJK or Financial : Financial Services Authority or Otoritas Jasa Keuangan (OJK) is an
Services Authority” independent institution as referred to in Law Number 21 of 2011 on the
Financial Services Authority as amended by Law Number 4 of 2023 on
the Development and Strengthening of the Financial Sector (“Law
21/2011”), whose duties and authorities encompass the regulation and
supervision of financial services activities in the banking sector, capital
markets, insurance, pension funds, financing institutions, and other
financial institutions. As of 31 December 2012, OJK is the institution that
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replaced and assumed the rights and obligations to perform regulatory
and supervisory functions from the Capital Market and Financial
Institutions Supervisory Agency (Badan Pengawas Pasar Modal dan
Lembaga Keuangan) in accordance with the provisions of Article 55 of
Law 21/2011.
“POJK 17/2020” : Financial Services Authority Regulation Number 17/POJK.04/2020 of
2020 on Material Transactions and Alteration Business Activities.
“POJK 42/2020” : Financial Services Authority Regulation Number 42/POJK.04/2020 of
2020 on Affiliated Transactions and Conflict of Interest Transactions.
“Presidential : Presidential Instruction Number 11 of 1973 on the Guidelines for the
Instruction 11/1973” Working Relationship between the Minister of Technical Affairs and the
Minister of Finance as Representatives of the State as the Shareholder
of State-Owned Enterprises (SOEs).
“Publicly-Listed : An issuer that has conducted a public offering of equity securities or a
Company” public company.
“RKEF” : Rotary Kiln Electric Furnace.
“Rupiah or Rp” : Reference to Rupiah or Rp is a reference to the lawful currency of the
Republic of Indonesia.
“SDA” : PT Sumberdaya Arindo, a limited liability company established under the
laws of the Republic of Indonesia, with its registered address at Jalan
Letjen TB. Simatupang No. 1, Jakarta, Indonesia.
“SGCBL” : CBL International Development Pte. Ltd, a limited liability company
established under the laws of Singapore, with its registered address at
987 Serangoon Road, Singapore, 328147.
“SHA FHT” : Shareholders Agreement in respect of FHT between the Company and
HKCBL dated 4 May 2023, including all additional instruments,
supplements, and accompanying documentation.
“SHA SDA” : Shareholders Agreement in respect of SDA between the Company and
HKCBL dated 16 January 2023, including all additional instruments,
supplements, and accompanying documentation.
“Transaction Series” The series of transactions to be carried out by the Company as outlined
in the Introduction section of this Information Disclosure.
“USD” : Reference to the United States Dollar or USD is a reference to the lawful
currency of the United States of America.
“WHO” : World Health Organization.
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INTRODUCTION
In order to comply with the provision of POJK 17/2020, the Company's Board of Directors announces
this Information Disclosure to provide information to the Company's Shareholders that:
1. The Company has sold 49% (forty nine percent) of its shares ownership in SDA to HKCBL
("SDA-HKCBL Divestment Transaction"); and
2. The Company has sold 10% (ten percent) of its shares ownership in FHT to HKCBL ("FHT-
ANTAM Divestment Transaction") and IMC has sold 50% (fifty percent) of its shares
ownership in FHT to HKCBL ("FHT-IMC Divestment Transaction") (hereinafter collectively
referred to as the "FHT Divestment Transaction"),
which are the transactions of the Transaction Series in order to implement the EV Battery Project.
The Transaction Series is a series of Material Transactions as referred to in POJK 17/2020 due to the
interdependence and continuity between a transaction and other transactions for considerations as
described below. Further, the Transaction Series is not a Conflict of Interest Transaction as referred
to in POJK 42/2020.
In Transaction Series, there are Non-Exempted Transaction Series from the obligation to comply with
Article 6 of POJK 17/2020 and there are Exempted Transaction Series from part of the provisions of
Article 6 of POJK 17/2020. Meanwhile, the SDA-HKCBL Divestment Transaction and FHT Divestment
Transaction are the part of Non-Exempted Transaction Series from the obligation to implement the
provisions of Article 6 POJK 17/2020
Following the execution of SDA-HKCBL Divestment Transaction and FHT Divestment Transaction as
disclosed in this Information Disclosure, the Company will subsequently conduct other transactions
within the Transaction Series as further explained in the Description of the Transaction section of this
Information Disclosure.
The Company's Board of Directors announces this Information Disclosure through the Company's
website and the Indonesia Stock Exchange website with the intention of providing comprehensive
information and insights to the Company's Shareholders regarding the SDA-HKCBL Divestment
Transaction and FHT Divestment Transaction, as well as the Transaction Series as a whole.
Additionally, the Company has submitted the supporting documents for this Information Disclosure to
the OJK in accordance with the provisions of POJK 17/2020.
EXPLANATION, CONSIDERATIONS, AND REASONS
FOR CONDUCTING MATERIAL TRANSACTION
On 14 April 2022, the Company has signed a Framework Agreement with CBL and IBC to develop
the EV Battery Project which will be executed by JVCOs established by the Company, CBL, and/or
IBC. In establishing these JVCOs, there are transactions within the Transaction Series that must be
conducted by the Company and its Controlled Companies as well as non-Controlled Companies. In
regards to that, the establishment of JVCOs has been followed up by the Company and HKCBL, a
subsidiary of CBL, by signing several preliminary agreements related to the Transaction Series which
are a continuation of the Framework Agreement, among others for the:
1. SDA-HKCBL Divestment Transaction by CSPA SDA on 14 January 2023 as disclosed to the
public on 16 January 2023;
2. FHT Divestment Transaction by CSPA FHT on 4 May 2023 as disclosed to the public on 8 May
2023; and
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3. HPAL JVCO Investment Transaction by JVA HPAL on 22 December 2023 as disclosed to the
public on 27 December 2023.
In addition, the completion of the SDA-ANTAM Divestment Transaction on 20 December 2023 is a CP
to the CSPA SDA in the context of the completion of the SDA-HKCBL Divestment Transaction as
disclosed to the public on 22 December 2023.
Specifically, (i) the SDA-HKCBL Divestment Transaction is carried out to form SDA into a Mining
JVCO which will carry out the Mining Project; and (ii) the FHT Divestment Transaction is carried out to
form FHT into a FHT JVCO which will carry out the FHT Project. The Mining Project and FHT Project
are several sub-projects of the EV Battery Project.
The Transaction Series is carried out to realize the EV Battery Project, which is a national strategic
project based on the Coordinating Minister for Economic Affairs Number 7 of 2021 Regulation on the
Amendment of the List of National Strategic Projects as lastly amended by the Coordinating Minister
for Economic Affairs Regulation Number 8 of 2023. This Transaction Series is important to be carried
out in order to fulfill the Government of Indonesia’s mandate and expectation to develop the electric
vehicle battery industry in Indonesia, to bring a positive multiplier effect towards the national
economy.
Furthermore, Company’s participation in the EV Battery Project is essential for Company's long-term
growth. Through the EV Battery Project, the Company which enabling the Company to understand
and master key technologies of nickel ore processing and refining, as well as making the raw material
of batteries and electric vehicle batteries. This not only strengthens the Company's position in the
mining industry, but also grows the Company’s competitive advantages in the electric vehicle battery
industry. The Company sees significant added value potential from the EV Battery Project, both in
terms of financial and non-financial growth, that will encourage growth and strengthen the Company’s
position in the market and enhance a positive image among stakeholders and the general public,
particularly the Company's Shareholders.
Based on the explanations, considerations, and reasons mentioned above, the Company believes
that participation in the EV Battery Project through the execution of the Transaction Series will bring a
multiplier effect to the Company and the broader community, marking a milestone for the Company in
its efforts towards the development of the ongoing EV Battery Project. Therefore, the completion of
the SDA-ANTAM Divestment Transaction, the SDA-HKCBL Divestment Transaction, and the FHT
Divestment Transaction is necessary for the entire Transaction Series to proceed according to the
plan.
DESCRIPTION OF THE TRANSACTION
A. Scope of the Transaction Series and Its Relation to the SDA-ANTAM Divestment
Transaction
The EV Battery Project is a collaboration between the Company, IBC, and CBL concerning the
end-to-end development of an electric vehicle battery ecosystem in Indonesia which involves
the integration of mining industry, smelters, precursors, cathodes, battery cells, and battery
recycling, consisting of several sub-projects as follows:
1. Mining Project through Mining JVCO;
2. FHT Project through FHT JVCO;
3. HPAL Project through HPAL JVCO;
4. Battery Material Project through Battery Material JVCO;
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5. Battery Cells Project through Battery Cells JVCO; and
6. Battery Recycling Project through Battery Recycling JVCO.
The establishment of the above JVCOs is executed through the sale and purchase of shares in
the Company's existing subsidiaries and the subscription of shares in newly established joint
venture companies. Subsequently, the JVCOs will be owned by the Company, IBC, and CBL
through HKCBL and SGCBL in accordance with the shareholder structure as follows:
No. JVCO on Related Sub-Project Shareholders
1. Mining JVCO ANTAM and HKCBL
2. FHT JVCO ANTAM and HKCBL
3. HPAL JVCO ANTAM and HKCBL
4. Battery Material JVCO IBC and HKCBL
5. Battery Cells JVCO IBC and SGCBL
6. Battery Recycling JVCO IBC and HKCBL
For the purpose of the EV Battery Project, the Company directly engages in the establishment
and formation of the JVCOs, with the involvement of the Company’s Controlled Companies,
particularly in:
1. Mining JVCO as the party to undertake the Mining Project, in which Mining JVCO is
established through the SDA-HKCBL Divestment Transaction, preceded by the SDA-
ANTAM Transaction;
2. FHT JVCO as the party to undertake the FHT Project, in which FHT JVCO is established
through the FHT Divestment Transaction consisting of the FHT-IMC Divestment
Transaction and FHT-ANTAM Divestment Transaction; and
3. HPAL JVCO as the party to undertake the HPAL Project, in which HPAL JVCO is
established through the HPAL JVCO Investment Transaction.
Moreover, the Company is indirectly involved in the establishment of Battery Manufacturing
JVCOs, through IBC, which is an associated entity of the Company that is not a Controlled
Company as the Company only holds 25% (twenty-five percent) of ownership in IBC. In this
regard, IBC will establish the Battery Manufacturing JVCOs jointly with HKCBL and SGCBL (as
relevant). The Company’s participation in the Battery Manufacturing JVCOs Investment
Transaction involves an increase in equity participation in IBC, proportional to its shareholding.
Based on the above explanations, the following Transaction Series will be executed by the
Company and/or Controlled Companies, as well as non-Controlled Companies, in connection
with the establishment of JVCOs for the implementation of the EV Battery Project:
1. SDA-HKCBL Divestment Transaction, preceded by the SDA-ANTAM Divestment
Transaction;
2. FHT Divestment Transaction, consisting of the FHT-ANTAM Divestment Transaction and
FHT-IMC Divestment Transactions;
3. HPAL JVCO Investment Transaction; and
4. Battery Manufacturing JVCOs Investment Transaction.
Transaction Series constitutes a series of Material Transactions as defined under POJK
17/2020 due to the interdependency and continuity among transactions, as follows:
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1. CSPA SDA stipulates that the completion of the SDA-HKCBL Divestment Transaction
depends on the fulfillment of CP, where one of the CPs for the completion of SDA-
HKCBL Divestment Transaction is the completion of the SDA-ANTAM Divestment
Transaction.
2. CSPA SDA also specifies that the completion of the SDA-HKCBL Divestment
Transaction depends on the signing of the JVA of HPAL JVCO, FHT JVCO, and Battery
Manufacturing JVCOs.
3. CSPA FHT stipulates that the completion of the SDA-HKCBL Divestment Transaction is
a condition subsequent to the FHT Divestment Transaction.
4. The establishment of the HPAL JVCO depends on the completion of the SDA-HKCBL
Divestment Transaction and the FHT Divestment Transaction.
5. The establishment of Battery Manufacturing JVCOs by IBC is depending on the increase
in equity participation of the Company in IBC through the Battery Manufacturing JVCO
Investment Transaction.
B. Materiality of Transaction Series
In the Transaction Series, there are Non-Exempted Transaction Series from the obligation to
implement the provisions of Article 6 of POJK 17/2020 and there are Exempted Transaction
Series that are exempted from the obligation to comply with some provisions of Article 6 of
POJK 17/2020, as explained below:
1. Non-Exempted Transaction Series
The transactions within the Transaction Series that are not exempted from the obligation
to comply with the provisions of Article 6 of POJK 17/2020 are: (i) SDA-HKCBL
Divestment Transaction; (ii) FHT Divestment Transaction; and (iii) HPAL JVCO
Investment Transaction (the "Non-Exempted Transaction Series").
2. Exempted Transaction Series
The transactions within the Transaction Series that are exempted from the obligation to
comply with some provisions of Article 6 of POJK 17/2020 are: (i) SDA-ANTAM
Divestment Transaction; and (ii) Battery Manufacturing JVCOs Investment Transaction
(the "Exempted Transaction Series"). The reasons for these exemptions are as follows:
a. SDA-ANTAM Divestment Transaction
SDA-ANTAM Divestment Transaction is an Affiliated Transaction because it is
conducted between the Company as a Publicly-Listed Company and ARI as a
Controlled Company of the Company which has an Affiliated relationship as
defined in Article 1 paragraph (1) letter (d) of POJK 42/2020. However, in
accordance with Article 24 paragraph (1) of POJK 42/2020, in cases where the
value of Affiliated Transaction meets the criteria of a Material Transaction as
referred to in POJK 17/2020, the Publicly-Listed Company is only obligated to
comply with POJK 17/2020. Considering that the SDA-ANTAM Divestment
Transaction is part of a Transaction Series that overall qualified as Material
Transactions, the Company is only obliged to comply with POJK 17/2020.
Furthermore, Article 11 letter (a) of POJK 17/2020 stipulates that a Publicly-Listed
Company is not obligated to use an Appraiser if it conducts a Material Transaction
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with a Controlled Company in which it holds at least 99% (ninety-nine percent) of
the Controlled Company's paid-up capital or transactions conducted between
Controlled Companies in which at least 99% (ninety-nine percent) of the shares
are owned by the Publicly-Listed Company itself.
Based on the above provisions, the Company is not obligated to use an Appraiser
to carry out the SDA-ANTAM Divestment Transaction because this transaction is
conducted between the Company as a Publicly-Listed Company and ARI as a
Controlled Company, where the Company holds 99,98% (ninety-nine point nine
eight percent) shares in ARI. The SDA-ANTAM Divestment Transaction was
completed on 20 December 2023.
b. Battery Manufacturing JVCOs Investment Transaction
As previously explained, the Company currently holds 25% (twenty-five
percent) share ownership in IBC since 2021. The Battery Manufacturing
JVCOs Investment Transaction is a transaction of increasing capital
participation by the Company to IBC proportionally to maintain the Company's
share ownership in IBC. This additional capital participation will be carried out
by all the shareholders of IBC and will be used by IBC to contribute capital in
the establishment of the Battery Manufacturing JVCOs alongside HKCBL and
SGCBL (as relevant).
Based on Article 11 (d) of POJK 17/2020, a Publicly-Listed Company is not
obligated to use an Appraiser if it conducts a Material Transaction involving
additional capital participation to maintain its ownership percentage after the
said participation for a minimum period of 1 (one) year. Accordingly, in
compliance with the provisions of Article 11 letter (d) of POJK 17/2020, the
Company is not obliged to use an Appraiser to carry out the proportional
additional capital participation in IBC in the Battery Manufacturing JVCOs
Investment Transaction.
Considering the aforementioned explanation that the Company is not required to use an
Appraiser in executing the Exempted Transaction Series, the Company does not calculate the
Exempted Transaction Series in assessing the materiality of the Transaction Series. Therefore,
the materiality of the Material Transaction to be conducted by the Company solely takes into
account the Non-Exempted Transaction Series. In relation to this, the Company has obtained:
1. A Fairness Opinion Report on the Transaction Series based on the Fairness Opinion
Report on Series of Transaction Plan Number 00499/2.0059-02/BS/02/0242/1/XI/2023
dated November 20, 2023, prepared by Suwendho Rinaldy and Partners Public
Appraisal Office (“Fairness Opinion Report”);
2. An Assessment Report for the SDA-HKCBL Divestment Transaction based on the
Assessment Report for 49% Ownership of PT Sumberdaya Arindo Number
00068/2.0095-00/BS/02/0273/1/X/2023 dated October 26, 2023, prepared by Ruky,
Safrudin & Partners Public Appraisal Office (“SDA Assessment Report”);
3. An Assessment Report for the FHT Divestment Transaction based on the Assessment
Report for PT Feni Haltim Shares Number 00477/2.0059-02/BS/02/0242/1/X/2023 dated
October 26, 2023, prepared by Suwendho Rinaldy and Partners Public Appraisal Office
(“FHT Assessment Report”); and
4. Feasibility Study Report for the HPAL JVCO Investment Transaction based on the
Feasibility Study Report for the HPAL JVCO Investment Transaction Plan Number
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231117.001/SRR-JK/LP-S/ANTM/OR dated November 17, 2023, prepared by Suwendho
Rinaldy and Partners Public Appraisal Office (“HPAL Feasibility Study Report”).
Based on the Fairness Opinion Report, the value of the Transaction Series amounts to 29,73%
(twenty-nine point seventy-three percent) of the Company's equity based on the Company's
Financial Statements as of 30 June 2023.
In connection with the explanation provided, below is the illustration related to the entire
Transaction Series:
Exempted Transaction Series that have been carried out by the Company
Non-Exempted Transaction Series that have been carried out by the Company
Non-Exempted Transaction Series to be carried out by the Company
Exempted Transaction Series to be carried out by the Company
C. Scope, Object, and Value of Transaction Series
After the execution of SDA-HKCBL Divestment Transaction and FHT Divestment Transaction
as disclosed in this Information Disclosure, the Company will subsequently proceed to carry out
other transactions that are part of the Transaction Series, namely HPAL JVCO Investment
Transaction and Battery Manufacturing JVCOs Investment Transaction.
C.1. Completed Transaction in the Transaction Series
This Information Disclosure is intended to explain the completion of the SDA-HKCBL
Divestment Transaction between the Company and HKCBL and the FHT Divestment
Transaction between the Company, IMC, and HKCBL. As previously disclosed on 22
December 2023 by the Company, the SDA-ANTAM Divestment Transaction between the
Company and ARI has also completed on 20 December 2023.
1. SDA-HKCBL Divestment Transaction
SDA-HKCBL Divestment Transaction is the sale of a portion of the Company's shares in
SDA to HKCBL. In SDA-HKCBL Divestment Transaction, the object of the transaction is
39,755,625 (thirty-nine million seven hundred fifty-five thousand six hundred twenty-five)
shares with a nominal value of Rp100,000.00 (one hundred thousand Rupiah) or
equivalent to 49% (forty-nine percent) of the Company's ownership in SDA that will be
transferred by the Company to HKCBL ("SDA-HKCBL Shares").
The shares ownership structure in SDA before and after the SDA-HKCBL Divestment
Transaction is outlined below:
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Page 13
Shareholders Shares Nominal Value Percentage
Before the SDA-HKCBL Divestment Transaction
Company 81.133.930 Rp8.113.393.000.000,00 100%
After the SDA-HKCBL Divestment Transaction
Company 41.378.305 Rp4.137.830.500.000,00 51%
HKCBL 39.755.625 Rp3.975.562.500.000,00 49%
The Parties in Transaction
The Parties involved in the SDA-HKCBL Divestment Transaction are the Company as
the seller of the SDA-HKCBL Shares and HKCBL as the purchaser of the SDA-HKCBL
Shares.
Transaction Value
The value of the SDA-HKCBL Divestment Transaction, or the purchase price of the SDA-
HKCBL Shares to be paid in cash by HKCBL to the Company, amounts to USD
416,500,000.00 (four hundred sixteen million five hundred thousand United States
Dollars). The Company also has a contingent right to receive payment if there are
additional reserves in the SDA mining area within a period of 36 (thirty six) months from
the date of completion of the Divestment Transaction SDA-HKCBL. However, the final
value of the contingent consideration that the Company may receive will be known when
the 36 (thirty six) months period has ended.
Related Agreements
The completion of the SDA-HKCBL Divestment Transaction is evidenced by the signing
of Deed of Sale and Purchase of Shares No. 274 between the Company and HKCBL
made before Notary Nabila Mazaya Putri, Bachelor of Laws, Master of Notary, as
substitute of Jose Dima Satria, Bachelor of Laws, Master of Notary on 28 December
2023.
2. FHT Divestment Transaction
Scope and Object of Transaction
FHT Divestment Transaction constitutes the partial sale of 10% (ten percent) of the
Company's shares in FHT to HKCBL and the sale of IMC's entire 50% (fifty percent)
shares in FHT to HKCBL. The FHT Divestment Transaction is intended to form FHT into
FHT JVCO, which is the entity that will implement the FHT Project.
In the FHT Divestment Transaction, the object of the transaction is:
(i) 12,290,021 (twelve million two hundred ninety thousand twenty-one) shares with a
total nominal value of Rp122,900,212,000.00 (one hundred twenty-two billion nine
hundred million two hundred twelve thousand Rupiah), equivalent to 10% (ten
percent) ownership of the Company in FHT, for FHT-ANTAM Divestment
Transaction; and
(ii) 61,450,106 (sixty-one million four hundred fifty thousand one hundred six) shares
with a total nominal value of Rp614,501,060,000.00 (six hundred fourteen billion
five hundred one million sixty thousand Rupiah), equivalent to 50% (fifty percent)
ownership of IMC in FHT, for FHT-IMC Divestment Transaction,
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Page 14
hereinafter collectively be referred to as the "Ownership of Shares in FHT". Below is
the shares ownership structure in FHT before and after the FHT Divestment Transaction:
Shareholders Cumulative Nominal Value Percentage
Before the FHT Divestment Transaction
Company 61.450.106 Rp614.501.060.000,00 50%
IMC 61.450.106 Rp614.501.060.000,00 50%
After the FHT Divestment Transaction
Company 49.160.085 Rp491.600.850.000,00 40%
HKCBL 73.740.127 Rp737.401.270.000,00 60%
Referring to the shareholding structure in FHT above, following the execution of the
Divestment Transaction FHT: (i) FHT will no longer be consolidated into the Company's
financial statements as a subsidiary in accordance with the provisions of GAAP 65 on
Consolidated Financial Statements; and (ii) FHT will no longer be considered a
Controlled Company of the Company under capital market regulations.
Parties Involved in the Transaction
The parties involved in the FHT Divestment Transaction are (i) the Company and IMC as
the sellers of the Ownership of Shares in FHT; (ii) and HKCBL as the purchaser of the
Ownership of Shares in FHT.
Transaction Value
The value of the FHT Divestment Transaction, or the value of the purchase of the
Ownership of Shares in FHT to be paid by HKCBL, amounts to Rp781,200,000,000.00
(seven hundred eighty-one billion two hundred million Rupiah), divided into:
(i) Rp130,200,000,000.00 (one hundred thirty billion two hundred million Rupiah) for
the 10% (ten percent) ownership of the Company's shares in FHT in the
Divestment Transaction FHT-ANTAM; and
(ii) Rp651,000,000,000.00 (six hundred fifty-one billion Rupiah) for the 50% (fifty
percent) ownership of IMC's shares in FHT in the Divestment Transaction FHT
IMC-HKCBL.
Related Agreements
The completion of the FHT Divestment Transaction is evidenced by the signing of (i)
Deed of Sale and Purchase of Shares No. 272 between the Company and HKCBL made
before Notary Nabila Mazaya Putri, Bachelor of Laws, Master of Notary, as substitute of
Jose Dima Satria, Bachelor of Laws, Master of Notary on 28 December 2023; and (ii)
Deed of Sale and Purchase of Shares No. 271 between IMC and HKCBL made before
Notary Nabila Mazaya Putri, Bachelor of Laws, Master of Notary, as substitute of Jose
Dima Satria, Bachelor of Laws, Master of Notary on 28 December 2023.
3. SDA-ANTAM Divestment Transaction
Scope and Object of Transaction
The SDA-ANTAM Divestment Transaction is the sale of all share rights owned by ARI in
SDA to the Company ("SDA-ANTAM Divestment Transaction"). The SDA-ANTAM
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Divestment Transaction is one of the CPs in the SDA CSPA and therefore must be
completed prior to the completion of the SDA-HKCBL Divestment Transaction.
Within the SDA-ANTAM Divestment Transaction, the object of the transaction involves
1.350 (one thousand three hundred fifty) shares, each with a nominal value of
Rp100,000.00 (one hundred thousand Indonesian Rupiah) or equivalent to 0,02% (zero
point zero two percent) ownership of ARI in SDA, which will be transferred from ARI to
the Company ("SDA-ARI Shares"). Below is the shares ownership structure in SDA
before and after the SDA-ANTAM Divestment Transaction, but prior to the execution of
SDA-HKCBL Divestment Transaction:
Shareholders Shares Nominal Value Precentage
Before the SDA-ANTAM Divestment Transaction
Company 81.132.580 Rp8.113.258.000.000,00 99,98%
ARI 1.350 Rp135.000.000,00 0,02%
After the SDA-ANTAM Divestment Transaction
Company 81.133.930 Rp8.113.393.000.000,00 100%
Parties Involved in the SDA-ANTAM Divestment Transaction
The parties involved in the SDA-ANTAM Divestment Transaction are (i) ARI as the seller
of the SDA-ARI Shares, and (ii) the Company as the purchaser of the SDA-ARI Shares.
Transaction Value
The value of the SDA-ANTAM Divestment Transaction or the value of the purchase of
shares in SDA that will be paid by the Company to ARI is Rp199,000,000.00 (one
hundred and ninety-nine million Rupiah).
Related Agreements
The completion of the SDA-ANTAM Divestment Transaction is evidenced by the signing
of Share Purchase Deed No. 03 executed before Notary Lolani Kurniati Irdham-Idroes,
Bachelor of Laws, Lex Legibus Magister, by the Company and ARI on 20 December
2023
C.2. Subsequent Transaction in the Transaction Series
1. HPAL JVCO Investment Transaction
The Scope of the Transaction
HPAL JVCO is a new entity that will be formed to implement the HPAL Project. HPAL
JVCO will be established through capital injection by the Company and HKCBL with a
share ownership composition of 30% (thirty percent) by the Company and 70% (seventy
percent) by HKCBL, in which the establishment of HPAL JVCO is based on the JVA
HPAL that has been signed by the Company and HKCBL dated 22 December 2023
("HPAL JVCO Investment Transaction").
Parties Involved in the Transaction
The involved parties in the HPAL JVCO Investment Transaction are (i) the Company;
and (ii) HKCBL, both acting as founders and prospective shareholders of HPAL JVCO.
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Transaction Object
The transaction object in the HPAL JVCO Investment Transaction is the capital to be
paid by the Company for the establishment of HPAL JVCO. Below are further
explanations regarding the establishment of HPAL JVCO:
The Establishment Timeline 5 (five) business days after the effective date of the
of HPAL JVCO HPAL JVA, where the effective date of the HPAL JVA
is the date when all CP stipulated in the HPAL JVA
have been fulfilled or waived by the Company and
HKCBL. One of these CPs is HKCBL becoming a
shareholder in SDA and FHT.
Business Activities Engaged in the development, construction,
ownership, financing, operation, and maintenance of
HPAL Facilities for the production and sale of Mixed
Hydroxide Precipitate.
Capital Structure
Authorized Capital Rp10.000.000.000,00
Paid-up Capital Rp10.000.000.000,00
Shareholders Structure
Company Rp3.000.000.000,00 30%
HKCBL Rp7.000.000.000,00 70%
Transaction Value
The value of the Investment Transaction in HPAL JVCO for the initial capital injection by
Company into HPAL JVCO is Rp3,000,000,000.00 (three billion Rupiah), equivalent to a
30% (thirty percent) shares ownership in HPAL JVCO.
Related Agreements
The Company and HKCBL have entered into the HPAL JVA in relation to the HPAL
JVCO Investment Transaction on 22 December 2023 as disclosed on 27 December
2023 and the completion of the HPAL JVCO Investment Transaction is subject to the
fulfilment of the CP by the Company and HKCBL.
2. Battery Manufacturing JVCOs Investment Transaction
Scope of the Transaction
Within the EV Battery Project, there are sub-projects where the Company does not
directly engage in collaboration with CBL but rather through IBC, a subsidiary of the
Company. These sub-projects consist of the Battery Material Project, Battery Cells
Project, and Battery Recycling Project. The implementation of the sub-projects is carried
out by establishing Battery Materials JVCO, Battery Cells JVCO, and Battery Recycling
JVCO (collectively referred to as "Battery Manufacturing JVCOs")..
The establishment of Battery Manufacturing JVCOs will be carried out by way of the
capital injection by IBC together with HKCBL and SGCBL (as relevant) into the new joint
venture companies, with the share ownership compositions in each Battery
Manufacturing JVCO as follows:
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Battery Material Battery Cells Battery Recycling
Shareholders
JVCO JVCO JVCO
IBC 30% 30% 40%
HKCBL 70% - 60%
SGCBL - 70% -
Below are further explanations of the establishment plan of the Battery Manufacturing
JVCOs:
Battery Material Battery Cells Battery Recycling
Aspect
JVCO JVCO JVCO
Related Battery Material JVA Battery Cells JVA Battery Recycling
Agreement between IBC and between IBC and JVA between IBC
HKCBL on 14 SGCBL on 21 and HKCBL on 14
November 2023. November 2023. November 2023.
Time of After the fulfillment of After the fulfillment of After the fulfillment of
Establishment all CPs based on the all CPs based on the all CPs based on the
JVA Battery Material. JVA Battery Cells. JVA Battery
Recycling.
Business ▪ The ▪ The ▪ The
Activities development, development, development,
construction, construction, construction,
operation, and operation, and operation, and
maintenance of a maintenance of a maintenance of a
battery material battery cell plant. battery recycling
plant. ▪ Sales, both plant.
▪ Sales, both domestically in ▪ Sales, both
domestically in Indonesia and within Indonesia
Indonesia and internationally, of and
internationally, of electric motorized internationally, of
battery materials vehicles and recycled battery
for the production energy storage products.
of Li-ion system.
batteries.
Capital Rp10.000.000.000,- Rp10.000.000.000,- Rp10.000.000.000,-
Structure
Shareholding Rp3.000.000.000,- Rp3.000.000.000,- Rp4.000.000.000,-
of IBC
Shareholding Rp7.000.000.000,- Rp7.000.000.000,- Rp6.000.000.000,-
of CBL
through
HKCBL/
SGCBL
Furthermore, IBC requires additional capital to make capital injections into Battery
Manufacturing JVCOs for the establishment of Battery Manufacturing JVCOs in
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Page 18
accordance with the aforementioned ownership composition. In line with this, IBC will
raise funds from its shareholders through a capital increase. Hence, as a shareholder,
the Company will contribute additional capital to IBC to maintain its ownership
percentage in IBC ("Battery Manufacturing JVCOs Investment Transaction").
Currently, the Company holds 4,895,100 (four million eight hundred ninety-five thousand
one hundred) shares or equivalent to 25% (twenty-five percent) ownership in IBC since
2021.
Parties Involved in the Transaction
The parties involved in the Investment Transaction in Battery Manufacturing JVCOs are
(i) the Company and (ii) IBC.
Object and Transaction Value
The object of the transaction in the Battery Manufacturing JVCOs Investment
Transaction is the additional capital to be injected by the Company into IBC with a value
to be determined later.
D. Parties Carrying Out the Transaction Series
The parties to the SDA-HKCBL Divestment Transaction and the FHT Divestment Transaction
are as follows.
1. Company
General Explanation
The Company was formerly a State-Owned Enterprise, established under the name
"Perusahaan Negara (PN) Aneka Tambang" in the Republic of Indonesia on 5 July 1968, based
on Government Regulation No. 22 of 1968 as a result of the merger of the General Leadership
Body of State-Owned Mining Companies, the State-Owned Company for Bauxite Mining in
Indonesia, the State-Owned Company for Tjikotok Gold Mining, the State-Owned Company for
Precious Metals, PT Nikel Indonesia, the South Kalimantan Diamond Mining Project, and
former Bapetamb Projects. This establishment was announced in the Supplement to the State
Gazette of the Republic of Indonesia No. 36 of 1968 on 5 July 1968.
On 14 June 1974, based on GR 26/1974, the Company's form was changed from a State-
Owned Company to a Limited Liability Company (Persero) and since then became known as
"Perusahaan Perseroan (Persero) PT Aneka Tambang." The Company's name was later
changed to "PT Aneka Tambang (Persero)" based on Notarial Deed No. 320 dated 30
December 1974, made before Warda Sungkar Alurmei, S.H., as a replacement for Abdul Latief,
a Notary in Jakarta, through Deed of Amendment No. 55 dated 14 March 1975, made before
Abdul Latief, a Notary in Jakarta, to comply with the provisions stipulated in Law 9/1969, GR
12/1969, GR 26/1974, Presidential Instruction 11/1973, and Minister of Finance Decree No.
1768 of 1974. These deeds received approval from the MoLHR in Decree No. Y.A. 5/170/4
dated 21 May 1975, were registered in the register book at the South Jakarta District Court
under No. 1736 and No. 1737 dated 27 May 1975, and were announced in the State Gazette
No. 312, Supplement to the State Gazette No. 52 dated 1 July 1975.
In 1997, the Company conducted its initial public offering to the public with 430,769,000 (four
hundred thirty million seven hundred sixty-nine thousand) shares at a nominal value of
Rp1,000.00 (one thousand Rupiah) per share at an offering price of Rp1,400.00 (one thousand
four hundred Rupiah) per share. Consequently, since 27 November 1997, all Company shares
have been listed on the Jakarta and Surabaya Stock Exchanges (now Indonesia Stock
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Exchange). Subsequently, the Company's name was changed to Perusahaan Perseroan
(Persero) PT Aneka Tambang Tbk, abbreviated as PT Aneka Tambang (Persero) Tbk based
on the Declaration Deed of the Extraordinary General Meeting of Shareholders of Perusahaan
Perseroan (Persero) PT Aneka Tambang Tbk No. 48 dated 15 September 1997. In 1999, the
Company also listed its shares in the form of Chess Depository Interests on the ASX as a
Foreign-Exempt Listing and later upgraded its listing status to ASX Listing in 2002.
Furthermore, in 2017, following the establishment of the Mining Industry Holding by the
Government of the Republic of Indonesia, there was a transfer of ownership of Series B shares
in the Company by 65% (sixty-five percent) in accordance with GR 47/2017. Pursuant to GR
47/2017, the ownership of the Republic of Indonesia over 15,619,999,999 (fifteen billion six
hundred nineteen million nine hundred ninety-nine thousand nine hundred ninety-nine) Series B
shares in the Company was transferred to Perusahaan Perseroan (Persero) PT Indonesia
Asahan Aluminium ("Inalum") as an additional State capital participation in Inalum ("Holding
Transaction").
The Holding Transaction did not result in a change in control within the Company as the
Republic of Indonesia retained control through indirect share ownership in the Company.
Subsequently, through ownership of Series A shares in the Company, the Republic of
Indonesia retained specific rights not granted to the holders of Series B shares in accordance
with the provisions in the Company's Articles of Association.
As a result of the Holding Transaction, Inalum became the direct holder of 65% (sixty-five
percent) of Series B shares in the Company, while the public holds 35% (thirty-five percent) of
Series B shares in the Company, whereas Dwiwarna Series A shares in the Company are still
owned by the Republic of Indonesia. Therefore, the Company’s status, initially a Persero (state-
owned enterprise), changed to a Limited Liability Company (Non-Persero) as stated in the
Deed No. 89 dated 29 November 2017, executed before Jose Dima Satria S.H., M.Kn., a
Notary in South Jakarta, and obtained approval from the MoLHR through Decree No. AHU-
0026147.AH.01.02. Year 2017 dated 13 December 2017, and acknowledgment notification
from the MoLHR through Letter No. AHU-AH.01.03-0200027 dated 13 December 2017.
In accordance with (i) GR 47/2017; (ii) Minister of Finance Decree No. 887/KMK.06/2017; and
(iii) Agreement on the Transfer of the Republic of Indonesia's Rights to Shares in the Company
and in the context of Additional State Capital Participation of the Republic of Indonesia in the
Share Capital of Inalum dated 27 November 2017, the total issued and fully paid-up shares in
the Company amounted to Rp2,403,076,472,500.00 (two trillion four hundred three billion
seventy-six million four hundred seventy-two thousand five hundred Rupiah) or 24,030,764,725
(twenty-four billion thirty million seven hundred sixty-four thousand seven hundred twenty-five)
shares, consisting of one Dwiwarna Series A share and 24,030,764,724 (twenty-four billion
thirty million seven hundred sixty-four thousand seven hundred twenty-four) Ordinary Series B
shares.
In December 2022, the Indonesian Government issued GR 45/2022 regarding the reduction of
state capital participation in Inalum and GR 46/2022 regarding state capital participation for the
establishment of a state-owned limited liability company (Persero) in the mining sector. In line
with the implementation of GR 45/2022, Inalum returned ownership of 15,619,999,999 (fifteen
billion six hundred nineteen million nine hundred ninety-nine thousand nine hundred ninety-
nine) Series B shares in the Company to the Government of the Republic of Indonesia for the
purpose of reducing state capital participation.
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Subsequently, in compliance with the implementation of GR 46/2022, concurrently with the
effective reduction of state capital participation, the Government of the Republic of Indonesia
transferred its ownership of 15,619,999,999 (fifteen billion six hundred nineteen million nine
hundred ninety-nine thousand nine hundred ninety-nine) Series B shares in the Company to
MIND ID as a state capital injection for the establishment of MIND ID. MIND ID is a state-owned
enterprise in which all shares are owned by the Government of the Republic of Indonesia.
Commencing from 21 March 2023, the Company remains indirectly controlled by the
Government of the Republic of Indonesia and is directly controlled by MIND ID.
Furthermore, the Company's Articles of Association have undergone several amendments. The
most recent change was formalized in the Deed Statement of the Meeting Resolution on the
Amendment of the Articles of Association of PT Aneka Tambang Tbk No. 51 dated 11 July
2023, which was made before Jose Dima Satria, S.H., M.Kn., a Notary in South Jakarta and
the notification of this alteration was received by the MoLHR through Letter No. AHU-AH.01.03-
0094322 dated 20 July 2023 concerning the Receipt of Notification of Amendment to the
Articles of Association of PT Aneka Tambang Tbk (“Company's Articles of Association”).
Business Activities
Based on Article 3, Paragraph (1) of the Company's Articles of Association, the purpose and
objectives of the Company are to engage in mining activities involving various types of mineral
resources, and to operate in industries, trade, transportation, and services associated with the
mining of these various types of mineral resources. Additionally, the aim includes optimizing the
utilization of the Company's resources to produce high-quality goods and/or services with
strong competitiveness, pursuing profits to enhance the Company's value by adhering to the
principles of a Limited Liability Company. To achieve these purposes and objectives, the
Company may undertake the following main business activities:
a. engaging in mining activities involving various mineral resources, including but not limited
to: (i) bauxite ore mining; (ii) nickel ore mining; and (iii) gold and silver mining;
b. operating in industries associated with the mining of various mineral resources,
encompassing, but not limited to: (i) production of base metals; (ii) production of precious
base metals; (iii) clay brick/ceramic manufacturing industry; (iv) tile manufacturing from
clay/ceramics;
c. conducting trade activities related to various mineral resources, including
processed/refined mineral commodities, both in physical and non-physical trading
(including hedging), such as: (i) wholesale trade of jewelry and watches; (ii) wholesale
trade of metals and metal ores; (iii) wholesale trade of tiles, bricks, roof tiles, and similar
products made from clay, limestone, cement, or glass; (iv) wholesale trade of cement,
limestone, sand, and stones; (v) other business support service activities; (vi)
warehousing and storage services; (vii) retail trade through various media for various
goods;
d. operating transportation services for both its own purposes and other parties related to
the mining of various mineral resources, including: (i) motorized transport for specialized
goods; (ii) railway transport for goods; (iii) domestic maritime transport for specialized
goods; (iv) port services activities; (v) river and lake transport for specialized goods; (vi)
river and lake port services activities;
e. providing services associated with the mining of various mineral resources (excluding
legal and tax consultancy services), including: (i) other support activities for mining and
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quarrying; (ii) laboratory testing services; (iii) other management consultancy activities;
(iv) engineering activities and associated technical consultancy; (v) activities in the field
of education, not limited to private technical education, other private education, and
educational support activities; (vi) other technical analysis and testing; (vii) technical
installation inspection services; (viii) industrial process commissioning, quality assurance,
and quality control services.
Furthermore, as per Article 3 paragraph (3) of the Company's Articles of Association, the
Company may also engage in supportive/complementary activities aimed at optimizing the
utilization of owned resources, including but not limited to:
a. optimization activities and utilization of assets, whether it be land, buildings, or other
asset forms, including but not limited to real estate owned or leased;
b. industrial estates;
c. plantation, agriculture, and forestry, encompassing all economic/business activities,
including food crop farming, plantations, horticulture, forest harvesting, and this category
also includes support services for each of these economic activities;
d. properties, including (i) star-rated hotels; (ii) hotel apartments; (iii) owned or leased real
estate; (iv) health center activities; (v) private hospital activities; (vi) private clinic
activities;
e. optimization and utilization of owned resources, including but not limited to power plants
and energy, not restricted to electricity generation activities;
f. waste management, encompassing all activities related to wastewater, garbage,
hazardous and toxic waste management, including collection, transportation, storage,
and utilization; including but not limited to (i) collection of non-hazardous wastewater; (ii)
collection of hazardous wastewater; (iii) treatment and disposal of non-hazardous
wastewater; (iv) treatment and disposal of hazardous wastewater; (v) collection of non-
hazardous waste and garbage; (vi) collection of hazardous waste; (vii) treatment and
disposal of non-hazardous waste and garbage; (viii) treatment and disposal of hazardous
waste; (ix) recovery of metal material goods; (x) recovery of non-metal material goods;
g. tourist areas;
h. privately managed museums;
i. information and communication, including but not limited to (i) private radio broadcasting;
(ii) telecommunications activities for self-use; (iii) cableless telecommunications activities
in compliance with applicable laws and regulations;
j. provision of clean water and distribution of clean water for industrial activities, including:
(i) collection, purification, and distribution of drinking water; (ii) collection and distribution
of raw water;
k. land preparation, sand excavation, and other building constructions;
l. operation of storage and warehousing facilities for (i) oil and natural gas storage; and (ii)
hazardous and toxic waste storage activities.
Capital Structure and Shareholders Composition of the Company
In accordance with Article 4 of the Company's Articles of Association and the Report of
Securities Administration Bureau (PT Datindo Entrycom) as of 30 November 2023, the capital
structure of the Company as of the Information Disclosure Date is as follows:
Number of Total Nominal Value (Nominal Value
Explanation %
Shares Rp100.00 per Share Certificate)
Authorized Capital
Class A Shares 1 Rp100,00 -
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Number of Total Nominal Value (Nominal Value
Explanation %
Shares Rp100.00 per Share Certificate)
Class B Shares 24.030.764.724 Rp2.403.076.472.400,00 -
Total Authorized 24.030.764.725 Rp2.403.076.472.500,00 -
Capital
Paid-up Capital
Class A Shares
The Government of 1 Rp100,00 0
Indonesia
Class B Shares
MIND ID 15.619.999.999 Rp1.561.999.999.900,00 65
Other shareholders 8.410.764.725 Rp841.076.472.500,00 35
with ownership below
5%
Total Issued and 24.030.764.725 Rp2.403.076.472.500,00 100
Paid-up Capital
The Board of Directors and Board of Commissioners of the Company
Based on the Company's Articles of Association, the composition of Board of Directors and
Board of Commissioners as of the date of this Information Disclosure are as follows:
Director
President Director : Nicolas D. Kanter
Director of Operation and Production : Hartono
Director of Business Development : I Dewa Bagus Sugata Wirantaya
Director of Finance and Risk Management : Elisabeth RT Siahaan
Director of Human Resources : Achmad Ardianto
Board of Commissioner
President of Commissioner cum : F.X. Sutijastoto
Independent Commissioner
Independent Commissioner : Gumilar Rusliwa Somantri
Independent Commissioner : Anang Sri Kusuwardono
Commissioner : Bambang Sunarwibowo
Commissioner : Dilo Seno Widagdo
2. IMC
General Explanation
IMC was established under the Deed of Establishment of the Limited Liability Company PT
International Mineral Capital No. 16 dated 3 March 2011, which was made before Bambang
Dharmawan, S.H., who at that time replaced Buntario Tigris Darmawa, S.H., S.E., M.H., a
Notary in Central Jakarta, and received approval from the MoLHR through Decree No. AHU-
11868.AH.01.01.Year 2011 dated 8 March 2011.
The Articles of Association of IMC have undergone several amendments, last amended
through the Deed of Statement of Decision outside the Extraordinary General Meeting of
Shareholders of PT International Mineral Capital No. 01 dated 21 May 2021, which was made
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before Zulfiah Tenri Abeng, S.H., M.Hum., M.Kn., a Notary in Bogor Regency, and have
obtained approval from the MoLHR through Letter No. AHU-0031937.AH.01.02.TAHUN 2021
("IMC's Articles of Association").
Business Activities
Based on Article 3 of IMC's Articles of Association, the purpose and objective of IMC are to
engage in business activities in the field of trading services. To achieve these goals and
objectives, IMC may conduct business activities as follows:
a. engaging in service-related businesses, including but not limited to: (i) trusts, financing,
and similar financial entities; (ii) venture capital; (iii) holding company activities; (iv) other
management consulting activities; and (v) other business support service activities;
b. engaging in trading businesses, including but not limited to wholesale trading of metals
and metal ores.
Capital Structure and Shareholders Composition of IMC
Based on Article 4 of IMC's Articles of Association, IMC's capital structure as at the date of this
Information Disclosure is as follows:
Number of Total Nominal Value (Nominal Value
Explanation %
Shares Rp10.000,00 per Share Certificate).
Authorized Capital 85.000.000 Rp850.000.000.000,00 -
Issued and Paid Up Capital
Company 61.532.082 Rp615.320.820.000,00 99,20
PT Indonesia Coal
493.038 Rp4.930.380.000,00 0,080
Resources
Total Issued and 62.025.120 Rp620.251.200.000,00 100,00
Paid Up Capital
Treasury Stocks 22.974.880 Rp229.748.800.000,00 -
The Board of Directors and Board of Commissioners of MC
Based on the Deed of Resolution Outside the Meeting of Shareholders in lieu of the
Extraordinary General Meeting of Shareholders of PT International Mineral Capital No. 04
dated 18 July 2022, which was made before Zulfiah Tenri Abeng, Bachelor of Laws, Master of
Humanities, Master of Notary, a Notary in Bogor Regency, the composition of the Board of
Directors and Board of Commissioners of IMC as of the date of this Information Disclosure is as
follows:
Director : Handi Sutanto
Commissioner : Sufen Triantio
3. HKCBL
General Explanation
HKCBL is a limited liability company established under the laws of Hong Kong on 25 January
2021.
Page 22 of 35
Page 24
Business Activities
The purpose and objective of HKCBL is to become an international investment platform,
HKCBL's planned investment projects include mine development, non-ferrous smelting, battery
manufacturing and other new energy battery production. To achieve these aims and objectives,
HKCBL may carry out business activities as follows:
a. sales of non-ferrous metals and high-performance alloying materials;
b. development of new material technologies; and
c. trade in goods and technology/management, mergers and acquisitions of global mineral
and resource projects and trade channels for related products.
Capital Structure and Shareholders Composition of HKCBL
Name of
Total Number Total Amount Paid-up %
Shareholder(s)
Ningbo Contemporary
Brunp Lygend Co., 990,013 USD 990,013.00 100%
Ltd.
The Board of Directors and Board of Commissioners of HKCBL
According to the Company Registry dated 4 January 2023, the composition of the Board of
Directors and Board of Commissioners of HKCBL as of the date of this Information Disclosure
is as follows:
Director
Director : Tang Honghui
Director : Chi Peng
SUMMARY OF APPRAISER’S REPORT
In accordance with the explanation provided in the previous section, the SDA-ANTAM Divestment
Transaction is a part of the Exempted Transaction Series, therefore it does not use an Appraiser and
it will not be considered in assessing the materiality of the Transaction Series, thus this section will
elaborate the part of the Transaction Series that constitutes the Non-Exempted Transaction Series. In
relation to the Non-Exempted Transaction Series, the Company has appointed and assigned KJPP
Ruky, Safrudin & Rekan (“RSR”) and KJPP Suwendho Rinaldy & Rekan (“SRR”) to provide an
assessment and fairness opinion of the Non-Exempted Transaction Series within the Transaction
Series, with detail as follows:
1. RSR as an Appraiser for SDA-HKCBL Divestment Transaction;
2. SRR as an Appraiser for FHT Divestment Transaction;
3. SRR as an Appraiser for HPAL JVCO Investment Transaction; and
4. SRR as an Appraiser for providing the fairness opinion on the entire Transaction Series.
A. Summary of the SDA-HKCBL Divestment Transaction Assessment Report based on the
SDA Assessment Report
1. Transacting Parties
The parties involved in the SDA-HKCBL Divestment Transaction are the Company as the
seller and HKCBL as the buyer.
Page 23 of 35
Page 25
2. Object of Assessment
Object of assessment is SDA-HKCBL Shares, the 49% (forty-nine percent) of non-
control shares in SDA.
3. Purposes and Objectives of the Assessment
The purpose of the assessment is to estimate the market value of 49% (forty-nine
percent) of shares in SDA related to the SDA-HKCBL Divestment Transaction in order to
comply with OJK regulations on the capital market, and not for the taxation, banking, and
any other type of transaction plans. Further, the objective of the assessment is to assess
the shares for the purpose of transaction of the Publicly-Listed Company.
4. Assumption and Limiting Conditions
Assumption
a. The SDA Assessment Report is non-disclaimer opinion in nature, RSR has
reviewed the documents used in the assessment process, data, and information
obtained from the Company’s management and/or SDA as well as other reliable
sources which the accuracy can be trusted.
b. The SDA Assessment Report is prepared upon the adjusted financial projection as
approved by the Company’s management, reflecting the fairness of the financial
projection with its achievability (fiduciary duty).
c. RSR is responsible for conducting the assessment and according to RSR’s
opinion, the adjusted financial projections are reasonable. However, RSR is not
responsible for the accomplishment.
d. RSR is responsible for assessment’s opinion and conclusion of final value.
e. The SDA Assessment Report is open to the public, except for information that is
confidential and could affect the Company’s operations.
f. RSR has also obtained information on the legal status of the assessed object from
SDA.
Depth Level of the Investigation
In carrying out the assignment, there are no limits or restrictions in conducting the
inspection reviews, calculations, and analyses. RSR has conducted interviews with the
Company's management and SDA through video conference, but RSR did not conduct
on-site inspections of SDA's operations.
Limiting Conditions
a. The assessment is prepared based on the principles of integrity of information and
data. In preparing SDA Assessment Report, RSR relies on information and data
as prepared by the Company’s management and/or SDA, which in essence, is
deemed to be true, complete, reliable, and not misleading in the context of
fairness.
b. With the transfer of mining business licenses from the Company to SDA and the
transfer of SDA’s mining services business to another subsidiary of the Company,
the assessment of 49% (forty-nine percent) of SDA shares indirectly constitutes an
assessment of the mining business transferred from the Company.
c. The aforementioned transfer obliges SDA to restate its financial statements, and
RSR understands that SDA has fulfilled this obligation in accordance with GAAP
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Page 26
38 provisions where SDA has restated its financial statement in such a way that
the transfer of the nickel mining business transaction is deemed effective from 1
January 2021, which is the beginning of the statement period.
d. Based on the above conditions, SDA does not have audited financial statements
for the period ending on 31 December 2018 – 31 December 2021, which have
reflected the restatement of the business related to the transferred mining
business permit. Therefore, in conducting historical analysis, RSR relies on
working papers prepared by the Company and SDA for the periods ending on 31
December 2020 and 31 December 2021.
e. RSR’s assessment is also based on the number of mineral reserves contained in
The Reporting of Exploration Results, Mineral Resources, and Ore Reserves as at
30 September 2022 prepared by PT Mining One Indonesia in January 2023.
f. RSR has not conducted a detailed audit or due diligence on the explanations or
data provided by the management of the Company and SDA either orally or in
writing, and as such RSR cannot guarantee or be responsible for the accuracy and
completeness of such information or explanation.
g. As a basis for RSR to conduct analyses in the assessment, RSR uses the data as
listed in the data and information sources section as material for review,
calculation and analysis.
h. Any changes to such data may materially affect the results of RSR's assessment.
Therefore, RSR cannot accept responsibility for possible differences in
conclusions due to changes in such data.
i. This assessment is prepared only by considering the Company's point of view and
does not consider the point of view of other stakeholders and other aspects.
j. RSR assignments are not undertaken for the purpose of disclosing internal control
weaknesses, errors or fraud in the financial statements, any form of tax implication
or violation of the law.
k. The denomination of this share valuation is expressed in Rupiah. This is based on
the understanding that SDA's financial statements are presented in Rupiah. The
review, calculation, and analysis are based on the data and information provided
by the management of the Company and/or SDA as stated in the source of data
and information.
l. The assessment was prepared by considering market and economic conditions,
general business and financial conditions, and government regulations as of the
date of this assessment.
m. WHO has officially announced that the COVID-19 pandemic is a global pandemic
and has spread almost all over the world including Indonesia. This was announced
on 11 March 2020, as reported on the official WHO website through a press
conference at WHO headquarters in Geneva.
n. On 30 December 2022, the Government officially revoked the restrictions on
community activities in all parts of Indonesia and on 21 June 2023, the
Government decided to revoke the pandemic status and entered the endemic
period.
o. The COVID-19 pandemic has indirectly affected the global and Indonesian
economy and has the potential to affect the companies’ business operations in
Indonesia.
p. The resolution of the COVID-19 pandemic will depend on the effectiveness of
policies or regulations issued by the Government of the Republic of Indonesia and
the level of public discipline in implementing these policies. Similarly, Indonesia's
economic growth after the COVID-19 pandemic depends on the macro-economic
policies proposed by the Government of the Republic of Indonesia.
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Page 27
q. This assessment is only made against the assessment objectives as outlined
above.
r. RSR considers that since the date of issuance of the assessment report, there
have been no changes that materially affect the assumptions used in the SDA
Assessment Report as a result of changes in some or all of the information and
documents provided to RSR by the management of the Company and/or SDA.
s. RSR stated that RSR's assignment did not include analyzing transactions outside
the assessment objectives that may be available to the Company and the effect of
such transactions on the assessment objectives, nor was it an analysis of the most
probable and optimal use of the assessment objectives.
t. RSR would like to emphasize that the results of RSR's analysis and review are
specifically limited to the commercial and financial aspects of the transaction. RSR
did not conduct research on the legal validity of the SDA-HKCBL Divestment
Transaction and the tax implications of the SDA-HKCBL Divestment Transaction,
as these were beyond the scope of RSR's assignment.
u. RSR also relies on the representation letter from the Company on the assignment
of RSR to prepare the share valuation report, that the Company, either directly or
through the Company's consultants, has disclosed all important and relevant
information in relation to the share valuation and to the best of the Company's
management's knowledge there are no undisclosed material factors that may be
misleading.
5. Approaches and Methods
Based on the results of the analysis conducted, SDA has good business prospects,
where the income factor is one of the main value drivers of the company. Therefore, the
assessment is carried out using the income approach as the main assessment approach.
Considering that the main driver of a mining company comes from its assets such as
exploration assets, mining business licenses, and equipment supporting mining activities,
therefore RSR applies the asset approach as the second assessment approach.
RSR did not apply the market approach in the assessment on the basis that the historical
financial performance of SDA up to the valuation date does not reflect the future
business potential of SDA and therefore not appropriate to be used in the assessment.
The above assessment approaches and methods are those that RSR considers most
appropriate for application in this assignment.
6. Conclusion
The market value of 49% (forty-nine percent) of SDA shares as of 30 June 2023 is
Rp5,876,366,000,000.00 (rounded) (five trillion eight hundred seventy-six billion three
hundred sixty-six million Rupiah) or equivalent to USD391,079,887.00 (three hundred
ninety-one million seventy-nine thousand eight hundred eighty-seven United States
Dollars) (Bank Indonesia mid exchange rate as of 27 June 2023 in the amount of USD1
= Rp15,026.00).
Page 26 of 35
Page 28
B. Summary of the FHT Divestment Transaction Assessment Report based on FHT
Assessment Report
1. Transacting Parties
The parties to the FHT Divestment Transaction are the Company and IMC as sellers of
the Ownership of Shares in FHT; and (ii) and HKCBL as purchasers of the Ownership of
Shares in FHT.
2. Object of Assessment
The object of assessment is Ownership of Shares in FHT, the 60% (sixty percent) of
shares in FHT that are controlling in nature and 40% (forty percent) non-controlling
shares in FHT.
3. Purposes and Objective of Assessment
The purpose of the assessment of the FHT Divestment Transaction is to provide
information which will then be used as a reference by the Company in the context of
implementing the Transactions Series. The objective of the assessment of the FHT
Divestment Transaction is to provide an opinion on the market value, on June 30 2023,
of the Share Ownership in FHT and 40% (forty percent) of non-controlling FHT shares,
expressed in Rupiah.
4. Assumptions dan Limitations
a. The FHT Assessment Report is a non-disclaimer opinion.
b. SRR has reviewed the documents used in the assessment process.
c. The data and information obtained comes from sources whose accuracy can be
trusted.
d. SRR uses adjusted financial projections that reflect the fairness of the financial
projections made by the Company's management with the ability to achieve them
(fiduciary duty).
e. SRR is responsible for the implementation of assessments and the fairness of
financial projections.
f. The FHT Assessment Report is open to the public unless there is confidential
information that could affect the Company's operations.
g. SRR is responsible for the FHT Assessment Report and final value conclusions.
h. SRR has obtained information on the legal status of FHT shares from the
Company.
5. Approaches and Methods
The assessment approach used in the valuation of Ownership of Shares in FHT and the
40% (forty percent) of non-controlling shares in FHT is the income approach using the
discounted cash flow method and the market based approach using the comparative
method of listed companies on the stock exchange (guideline publicly traded company
method).
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Page 29
6. Conclusion of Value
Based on the analysis of all data and information that SRR has received and taking into
account all relevant factors affecting the valuation, therefore in SRR's opinion, the market
value of 60% (sixty percent) shares in FHT as at 30 June 2023 is Rp779,230,000,000.00
(seven hundred seventy nine billion two hundred thirty million Rupiah) and the market
value of 40% (forty percent) of shares in FHT as at 30 June 2023 is
Rp318,180,000,000.00 (three hundred eighteen billion one hundred eighty million
Rupiah).
C. Summary of HPAL JVCO Investment Transaction Feasibility Study Report based on
HPAL Feasibility Study Report
1. Transacting Parties
The parties to the HPAL JVCO Investment Transaction are (i) the Company; and (ii)
HKCBL, both of which act as the founder and prospective shareholder of HPAL JVCO.
2. Object of the Feasibility Study
The object of the feasibility study is the feasibility of HPAL JVCO Transaction as a
company to be established by the Company and HKCBL.
3. Purposes and Objectives of the Feasibility Study
The purpose of the feasibility study is to provide an opinion of the feasibility of the HPAL
JVCO Investment Transaction in terms of market analysis, technical analysis, business
pattern analysis, management model analysis, and financial analysis. The objective of
the preparation of the feasibility study is to provide an overview of the feasibility of the
HPAL JVCO Investment Transaction and to fulfil the provisions of POJK 17/2020.
4. Assumption and Limiting Conditions
a. The HPAL Feasibility Study Report is a non-disclaimer opinion report in nature.
b. SRR has reviewed the documents used in the feasibility study process.
c. The data and information obtained comes from sources that can be trusted for
accuracy.
d. SRR uses adjusted financial projections that reflect the fairness of the financial
projections made by the Company's management with the ability to achieve them
(fiduciary duty).
e. SRR is responsible for the preparation of the HPAL Feasibility Study Report and
the fairness of the financial projections.
f. The HPAL Feasibility Study Report is open to the public unless there is
confidential information, which may affect the Company's operations.
g. SRR is responsible for the HPAL Feasibility Study Report and the feasibility study
conclusions.
h. SRR has obtained information on legal status of the HPAL JVCO Investment
Transaction from the Company.
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Page 30
7. Approaches and Methods
The feasibility analysis in this feasibility study uses the discounted cash flow method with
reference to the investment criteria of net present value ("NPV"), internal rate of return
("IRR"), payback period ("PP"), discounted payback period ("DPP"), and profitability
index (or benefit/cost ratio). Based on these investment criteria, the HPAL JVCO
Investment Transaction can be said to be feasible or profitable if it results in an NPV
greater than zero, an IRR greater than the discount rate, a PP and DPP shorter than the
projection period, and a profitability index greater than 1x (one time).
5. Conclusion
Based on the results of the analysis of all data and information that SRR has received
and taking into account all relevant factors that influence the feasibility analysis, therefore
in SRR's opinion the HPAL JVCO Investment Transaction is financially feasible. This can
be seen from the following investment criteria values:
Investment Criteria
No. Description (in thousand USD)
Project Equity
1. NPV 682.816 355.294
2. IRR 15,23% 19,34%
3. PP 11 years 9 years 6 months
4. DPP 13 years 8 months 13 years 5 months
5. Profitability index/benefit-cost ratio 1,54 1,31
D. Summary of Fairness Opinion Report on Transactions Series based on Fairness Opinion
Report
1. Transacting Parties
The parties to the Transaction Series are the Company, ARI, IMC, IBC and HKCBL.
2. Object of Fairness Opinion
The object of the fairness opinion is the Transaction Series, which is divided into:
a. Non-Exempted Transactions Series:
(i) SDA-HKCBL Divestment Transaction;
(ii) FHT Divestment Transaction; and
(iii) HPAL JVCO Investment Transaction.
b. Exempted Transaction Series:
(i) SDA-ANTAM Divestment Transaction; and
(ii) Battery Manufacturing JVCOs Investment Transaction.
Page 29 of 35
Page 31
3. Purposes and Objective of the Fairness Opinion
The purpose of the preparation of the Fairness Opinion Report is to fulfil POJK 17/2020.
The objective of the preparation of the Fairness Opinion Report is to provide an overview
of the fairness of the Transaction Series.
4. Assumptions and Limiting Conditions
a. Fairness Opinion Report is a non-disclaimer opinion report in nature.
b. SRR has reviewed the documents used in the process of preparing the Fairness
Opinion Report.
c. The data and information obtained comes from sources that can be trusted for
accuracy.
d. The analysis in the preparation of the Fairness Opinion Report is carried out by
using adjusted financial projections that reflect the fairness of financial projections
made by the Company's management with its ability to achieve (fiduciary duty).
e. SRR is responsible for the implementation of the preparation of the Fairness
Opinion Report and the fairness of financial projections.
f. The Fairness Opinion Report is a report that is open to the public unless there is
confidential information which may affect the Company's operation.
g. SRR is responsible for the Fairness Opinion Report and the conclusion of the
Fairness Opinion Report.
h. SRR has obtained information on the terms and conditions of the agreements
related to the Transaction Series from the Company.
5. Approaches and Methods
There are several assessment approaches used in the assessment of Transaction
Series, as follows:
a. Qualitative and Quantitative Analysis
Analysis conducted by conducting a review of the mining industry which will
provide an overview of the development of the mining industry's performance,
conducting an analysis of the Company's operational activities and business
prospects, the reasons for conducting the Transaction Series, the advantages
and disadvantages of the Transaction Series and conducting an analysis of
the Company's historical financial performance based on the Company's
consolidated financial statements for the years ended 31 December 2018-
2022 which have been audited and for the 6 (six) months period ended 30
June 2023 which have been reviewed by the auditor.
Based on the projection of the Company's financial position report without the
Transaction Series and with the Transaction Series, it appears that with the
Transaction Series there will be an increase in the current ratio, quick ratio, return
on assets ("ROA"), and return on equity ("ROE") of the Company. Based on the
projection of the Company's profit (loss) statement without the Transaction Series
and with the Transaction Series, it appears that with the Transaction Series there
will be an increase in the Company's operating profit margin and net profit margin.
Furthermore, SRR also analyzed the proforma report and incremental analysis of
the Transaction Series, where after the Transaction Series became effective,
Page 30 of 35
Page 32
based on the Company's proforma financial statements, there was an increase in
current ratio, ROA, ROE, and net profit margin.
b. Analysis on the Fairness of the Transaction Series
Based on the fairness analysis of the Transaction Series that has been carried out,
including the price fairness analysis and the analysis of the impact of the
Transaction Series, the result is obtained that the Transaction Series are
reasonable because:
i) The SDA-HKCBL Divestment Transaction price is 6.50% (six point five
percent) higher than the market value of 49% (forty nine percent) SDA’s
shares;
ii) The FHT Divestment Transaction Price is 0.25% (zero point two five percent)
higher than the market value of 60% (sixty) of FHT’s shares; and
iii) The HPAL JVCO Investment Transaction is feasible with net present value
(NPV) greater than zero, internal rate of return (IRR) greater than the
discount rate, payback period (PP) and discounted payback period (DPP)
shorter than the projection period, and profitability index greater than 1x (one
time).
Furthermore, from the analysis of the impact of the Transaction Series, it is
concluded that the Transaction Series will be able to provide benefits to the
Company’s Shareholders.
6. Conclusion
Based on the fairness analysis of the transaction that has been carried out on the
Transaction Series, SRR is of the opinion that the Transaction Series is fair.
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Page 33
IMPACT OF THE TRANSACTION PLAN ON THE COMPANY'S FINANCIAL CONDITION
The following is the proforma balance sheet report of the Company before and after the Transaction
Series:
Adjustment
Before the After the
Description Transaction FHT SDA Transaction
Series Divestment Divestment Series
60% 49%
Assets
Current Assets
Cash and Cash Equivalent 6,581,605 781,200 6,258,329 13,621,134
Receivables, Net 2,089,390 - - 2,089,390
Supplies, Net 2,934,689 - - 2,934,689
Other Receivables, Net 364,990 - - 364,990
Prepaid Taxes 536,480 - - 536,480
Prepaid Costs 120,351 - - 120,351
Other Current Financial Assets 836,113 - - 836,113
Other Current Assets 342,073 - - 342,073
Assets Held for Sale 506,060 (506,060) - -
Total Current Assets 14,311,751 275,140 6,258,329 20,845,220
Non-Current Assets
Restricted Cash Usage 246,021 - - 246,021
Investment on Association Entities, Net 2,308,080 318,185 - 2,626,265
Fixed Assets, Net 16,257,643 - - 16,257,643
Mining Properties, Net 647,803 - - 647,803
Exploration and Evaluation Assets net 550,739 - - 550,739
Intangible Assets, Net 28,273 - - 28,273
Prepaid Taxes 723,401 - - 723,401
Goodwill 68,336 - - 68,336
Deferred Tax Assets 220,266 - (106,888) 113,378
Other Non-Current Assets 1,006,353 - 485,856 1,492,209
Total Non-Current Assets 22,056,915 318,185 378,968 22,754,067
Total Assets 36,368,666 593,325 6,637,297 43,599,287
Liabilities and Equities
Short-Term Liabilities
Account Payable 1,018,408 - - 1,018,408
Accrual Expenses 1,674,280 - - 1,674,280
Page 32 of 35
Page 34
Adjustment
Before the After the
Description Transaction FHT SDA Transaction
Series Divestment Divestment Series
60% 49%
Short-Term Employee’s Liabilities 367,764 - - 367,764
Prepaid Customers 710,684 - - 710,684
Tax Payable 428,346 9,636 502,225 940,207
Rent Liabilities, Short-Term Part 85,308 - - 85,308
Short-Term Bank Payable 901,560 - - 901,560
Short-Term Investment Payable 643,977 - - 643,977
Short-Term Provision 1,089,638 - - 1,089,638
Dividend Payable 1,862,894 - - 1,862,894
Other Payable 483,362 - - 483,362
Liabilities related to Assets Held for Sale 5,957 (5,957) - -
Total Short-Term Liabilities 9,272,178 3,679 502,225 9,778,082
Long-Term Liabilities
Rent Liabilities, Net of Short-Term 74,987 - - 74,987
Investment Loan, Net of Short-Term 1,323,447 - - 1,323,447
Provisions, Net of Short-Term 896,990 - - 896,990
Provision for Post-Employment Benefits 1,122,296 - - 1,122,296
Other Long-Term Liabilities 2,682 - - 2,682
Total Long-Term Liabilities 3,420,402 - - 3,420,402
Total Liabilities 12,692,580 3,679 502,225 13,198,484
Equities
Shares Capital 2,403,076 - - 2,403,076
Agio Shares 3,934,833 - 5,820,475 9,755,308
Foreign Exchange Difference on 1,185,116 - - 1,185,116
Elaboration of Financial Statements
Surplus on Revaluation of Fixed Assets 3,014,627 (51,725) - 2,962,902
Profit Balance
- Designated Use 480,615 - - 480,615
- Undesignated Use 12,657,801 641,371 - 13,299,172
Non-Controlling Interest 18 - 314,597 314,615
Total Equities 23,676,086 589,646 6,135,071 30,400,804
Page 33 of 35
Page 35
Adjustment
Before the After the
Description Transaction FHT SDA Transaction
Series Divestment Divestment Series
60% 49%
Total Liabilities and Equities 36,368,666 593,325 6,637,297 43,599,288
The following is the Company's proforma financial profit and loss statement before and after the
Transaction Series:
Adjustment
Before the After the
Description Transaction FHT SDA Transaction
Series Divestment Divestment Series
60% 49%
Sales 21,661,112 - - 21,661,112
Cost of Goods Sold (17,420,301) - - (17,420,301)
Gross Profits 4,240,811 - - 4,240,811
Business Expenses (1,914,556) - - (1,914,556)
Business Profits 2,326,255 - - 2,326,255
Other Operating Income (Expense)
Share of Profit of Associate Entities 569,830 - - 569,830
Profits on Disposal of Subsidiary - 599,282 - 599,282
Financial Income 64,270 - - 64,270
Financial Expenses (39,097) - - (39,097)
Profits on Foreign Exchange, Net (318,809) - - (318,809)
Other Profits, Net (140,086) - - (140,086)
Other Operating Income (Expense) - - - -
Total Other Operating Income (Expense) 136,108 599,282 - 735,390
Profit Before Income Tax 2,462,363 599,282 - 3,061,645
Income Tax Benefit (Expense) (572,606) (9,636) - (582,242)
Ongoing Period Profits 1,889,757 589,646 - 2,479,403
Page 34 of 35
Page 36
STATEMENT OF THE COMPANY'S BOARD OF COMMISSIONERS AND DIRECTORS
The Board of Commissioners and the Board of Directors of the Company both individually and
collectively declare that:
1. All information or material facts related to the Transaction Series have been disclosed in this
Information Disclosure and such information is not misleading.
2. The Transaction Series are Material Transactions as referred to in POJK 17/2020 because the
value of the transaction reaches 29.73% (twenty-nine point seven three percent) of the
Company's equity based on the Company's Financial Statements as of 30 June 2023 reviewed
by the Tanudiredja, Wibisana, Rintis & Rekan Public Accounting Firm.
3. In particular, the SDA-ANTAM Divestment Transaction and the Battery Manufacturing JVCOs
Investment Transaction are also Affiliated Transactions as referred to in POJK 42/2020.
4. This Transaction Series is not a Conflict of Interest Transaction as referred to in POJK 42/2020.
ADDITIONAL INFORMATION
If you need further information regarding the matters disclosed in the Information Disclosure, you can
contact the Company at the address:
PT Aneka Tambang Tbk
Corporate Secretary
Gedung Aneka Tambang Tower A
Jl. Letjen T.B. Simatupang No. 1, Lingkar Selatan, Tanjung Barat, Jakarta 12530
Telephone: (021) 789 1234
E-mail: corsec@antam.com
Website: https://www.antam.com
Page 35 of 35
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'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}