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20231227_MBMA_Laporan Informasi dan Fakta Material_31562625_lamp1.pdf
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No.: 081/MBM-JKT/CORSEC/XII/2023 Jakarta, 27 December 2023
To:
Kepala Eksekutif Pengawas Pasar Modal
Otoritas Jasa Keuangan Republik Indonesia (“OJK”)
Gedung Soemitro Djojohadikusumo
Jl. Lapangan Banteng Timur No. 2-4
Jakarta 10710
Attn. : Kepala Eksekutif Pengawas Pasar Modal
Re. : Disclosure on Affiliated Transaction of PT Merdeka Battery Materials Tbk
Referring to OJK Regulation no. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest
Transactions ("POJK 42/2020”), for and on behalf of PT Merdeka Battery Materials Tbk (the “Company") we
hereby submit the following Disclosure on Affiliated Transaction as follows:
A. TRANSACTION
Execution of a Partial Novation Agreement between the Company (as Original Lender) and PT Merdeka
Industri Mineral (as New Lender) in relation to the Shareholder Loan Agreement dated 30 March 2023
("Agreement"), which is effective on 22 December 2023 ("Transaction").
B. IDENTITIES OF THE PARTIES
- PT Merdeka Battery Materials Tbk, a public company whose shares are listed on the Indonesia
Stock Exchange, which was established and existing under the laws of the Republic of Indonesia
("Company").
- PT Merdeka Industri Mineral, a subsidiary of the Company, which is a Controlled Company of the
Company, whose shares are owned by: (i) the Company directly amounting to 99.99% (ninety-nine
point nine nine percent); (ii) PT Merdeka Energi Nusantara directly at 0.01% (zero point zero one
percent) and is domiciled at Treasury Tower Floor 69, District 8 SCBD Lot. 28, Jl. Jend. Sudirman
Kav. 52-53, Senayan, Kebayoran Baru, South Jakarta 12190, DKI Jakarta, Indonesia (“MIN”).
C. INFORMATION ON AFFILIATED TRANSACTION
Description on Affiliated Transaction
Pursuant to the Agreement, the Company and MIN have agreed that the Company novates, assigns and
transfers by novation its rights and obligations for the principal amount of US$121,592,700 (one hundred
twenty-one million five hundred ninety-two thousand seven hundred United States Dollars) which has
been granted by the Company to PT Zhao Hui Nickel based on the Shareholder Loan Agreement dated
30 March 2023 (“Shareholder Loan Agreement”).
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Therefore, after the Agreement comes into effect, MIN shall become the new lender of the Shareholder
Loan Agreement.
Relationship between Transacting Parties
a. MIN is a Controlled Company of the Company with shares owned directly by the Company amounting
to 99.99% (ninety nine point nine nine percent);
b. There are members of the Board of Directors of the Company who also serve as members of the
Board of Directors of MIN.
Nature and Affiliated Relations
The Company has affiliated relationship with MIN since MIN is a subsidiary that is directly controlled by
the Company, and for reason that there are members of the Board of Directors of the Company who also
serve as members of the Board of Directors of MIN.
In view of the above, the Transaction is included in the affiliated transaction category as regulated in POJK
42/2020 ("Affiliated Transaction") which is included in the Affiliated Transaction category which is only
required to be disclosed to the OJK no later than the second working day after the effective date of the
Affiliated Transaction based on the provisions of Article 6 paragraph (2) POJK 42/2020.
Furthermore, we would also like to convey that the Affiliated Transaction value of US$121,592,700 (one
hundred twenty-one million five hundred ninety-two thousand seven hundred United States Dollars) is less
than 20% (twenty percent) of the Company's equity value based on the Audited Interim Consolidated
Financial Statements of the Company and its subsidiaries for the nine-month period ended 30 September
2023. Thus, this Affiliated Transaction is not included as a material transaction based on Financial
Services Authority Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in
Business Activities. This Affiliated transaction does not contain a conflict of interest as intended in POJK
42/2020. The Company hereby declares that all material information that is not misleading has been
disclosed in this report.
Description, Considerations And Reasons For The Transaction Compared With Other Similar
Transactions Which Are Not Performed With Affiliated Parties
With the execution of the Transaction, it will have a positive impact on the Company which will ultimately
create added value for the Company's Shareholders indirectly.
Transaction has also been assessed by internal procedures using similar terms and conditions if the
Transaction is conducted with an unaffiliated party, hence the terms and conditions of the Transaction are
carried out by generally accepted business practices.
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Thank you for your attention. PT Merdeka Battery Materials Tbk ________________________________ Nama : Deny Greviartana Wijaya Jabatan : Corporate Secretary
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