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20231219_AGII_Laporan Informasi dan Fakta Material_31561009_lamp3.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PT SAMATOR INDO GAS TBK.
IN COMPLIANCE WITH THE REGULATION OF FINANCIAL SERVICES AUTHORITY
NUMBER 17/POJK.04/2020 REGARDING MATERIAL TRANSACTIONS AND CHANGES OF BUSINESS
ACTIVITIES
If you have difficulty understanding to the information contained in this Disclosure of
Information or are unsure about making a decision, you should consult a securities broker,
investment manager, legal adviser, public accountant or other professional adviser.
PT Samator Indo Gas Tbk.
Having its domicile in South Jakarta, Indonesia
(the “Company”)
Business Activities:
Trade, Services and Industry of Various Gases for Industry and Medical Gases
Head Office:
Gedung UGM – Samator Pendidikan Tower A Lantai 5-6
Jl. Dr. Sahardjo No. 83, Manggarai
Tebet, South Jakarta 12850
Telephone. (62-21) 83709111, Facsimile. (62-21) 83709911
Website: www.samatorgas.com
E-mail: corsec@samator.com
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY ARE
FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE INFORMATION AS
DISCLOSED IN THIS INFORMATION DISCLOSURE (“INFORMATION DISCLOSURE”) AND
AFTER CONDUCTING CAREFUL RESEARCH ON THE INFORMATION AVAILABLE
REGARDING TRANSACTION (AS DEFINED IN THIS INFORMATION DISCLOSURE),
AFFIRMING THAT TO THE BEST OF OUR KNOWLEDGE, THE MATERIAL AND RELEVANT
INFORMATION RELATED TO THE TRANSACTIONS CONTAINED IN THE DISCLOSURE OF
INFORMATION IS TRUE AND NOT MISLEADING.
This Information Disclosure was published on 19 December 2023
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DEFINITION
Company's Board of : Members of the Board of Commissioners of the Company
Commissioners currently holding position on the date of this Disclosure of
Information.
Company’s Board of Board of : Members of the Board of Directors of the Company
Directors currently holding position on the date of this Disclosure of
Information.
Existing Indebtedness : Any existing indebtedness of the Company and SGI based
on certain agreements with third parties, including facility
agreements between the Company and SGI with banks, the
Company's Shelf Bonds (Obligasi Berkelanjutan) and Shelf
Sukuk Ijarah (Sukuk Ijarah Berkelanjutan).
Company’s Financial : The Company’s Consolidated Financial Statement for the
Statement period ended 31March 2023, 31 December 2022 and 2021
as well as for the Three Month Period ending 31 March
2023 which have been audited by Public Accounting Office
Hadori Sugiarto Adi & Partners based on the Independent
Auditor's Report No. Report No.
000098/3.0193/AU.1/04/1730-2/VI/2023 dated 26 June
2023.
MOLHR : Ministry of Law and Human Rights.
Financial Services Authority : Institutions that have the functions, duties and regulatory,
or OJK supervision, examination and investigation authority as
referred to in the Law Number 21 of 2011 regarding
Financial Services Authority, as amended by Law Number
4 of 2023 regarding Development and Strengthening of the
Financial Sector as amended by Law Number 4 of 2023
regarding Development and Strengthening of the Financial
Sector.
Facilities Agreement : Facility Agreement up to Rp4,600,000,000,000 (four
trillion six hundred billion Rupiah), that was executed on
15 December 2023 by and between: (i) the Company and
SGI as borrower, (ii) PT Bank CIMB Niaga Tbk., PT Bank
Danamon Indonesia Tbk., PT Bank OCBC NISP Tbk., dan PT
Bank Rakyat Indonesia Tbk., as mandated lead arrangers
and bookrunners (iii) financial institutions listed in
Appendix 1 of the Facilities Agreement as the initial
lenders (“Original Lenders”), (iv) PT Bank CIMB Niaga
Tbk. as Agent, and (v) PT Bank CIMB Niaga Tbk. as Security
Agent (“Security Agent”), in relation to the acquisition of
loan by the Company in Rupiah, as described below.
Personal Guarantor : Mr. Heyzer Harsono
Company : PT Samator Indo Gas Tbk.
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POJK No. 17/2020 : Regulation of Financial Services Authority No
17/POJK.04/2020 dated 20 April 2020 regarding Material
Transactions and Changes of Business Activities.
POJK No. 42/2020 : Regulation of Financial Services Authority No.
42/POJK.04/2020 dated 1 July 2020 regarding Affiliated
Transactions and Transactions with Conflicts of Interest.
GMS : General Meeting of Shareholders.
Samator : PT Samator.
SGI : PT Samator Gas Industri.
Affiliate Transactions : Has the meaning as defined in POJK No. 42/2020.
Conflict of Interest : Has the meaning as defined in POJK No. 42/2020.
Transactions
Material Transactions : Has the meaning as defined in POJK No. 17/2020.
Company Asset Security : Security transactions of the Company's properties /assets
Transactions in relation to Loan Transactions.
Personal Guarantor Asset : Security transactions of the Personal Guarantor’s
Security Transactions properties /assets in relation to Loan Transactions.
Samator Asset Security : Security transactions of the Samator's properties /assets in
Transactions relation to Loan Transactions.
SGI Asset Security : Security transactions of the SGI's properties /assets in
Transactions relation to Loan Transactions.
Loan Transactions : Loan transaction obtain by the Company in Rupiah with
total principal of up to Rp 4,600,000,000,000 (four trillion
six hundred billion Rupiah) based on the terms and
conditions contained in the Facilities Agreement.
Transactions : Means the entire transaction in the form of a Loan
Transactions, Company Asset Security Transaction, and
SGI Asset Security Transaction which constitutes one
single transaction.
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A. INTRODUCTION, RATIONALE, AND BACKGROUND
This disclosure of information is conveyed to the Company's shareholders in connection with the
effectiveness of the Facilities Agreement. The funds obtained by the Company under the Facilities
Agreement will be used to undertake refinancing or repayment of part or all of the Company's and
SGI's obligations from Existing Indebtedness, working capital, and general corporate purposes.
The Facilities Agreement is secured by:
1. Company Asset Security Transactions with details as follows:
A. Mortgage rights (Hak Tanggungan) over land and buildings belonging to the
Company with the following certificates:
1. Hak Guna Bangunan No. 53/Brebek dated 14 May 1996, measurement letter No.
4786/1995 dated 26 September 1995, with area of 4.819m2, valid until 16 October
2029;
2. Hak Guna Bangunan No. 343/Mabar dated 6 July 2004, measurement letter No.
02/Mabar/2004 dated 25 February 2004, with area of 838m2, valid until 20
November 2033;
3. Hak Guna Bangunan No. 355/Mabar dated 26 January 2005, measurement letter No.
03/Mabar/2004 dated 25 February 2004, with area of 12.609m2, valid until 26
January 2025;
4. Hak Guna Bangunan No. 336/Sagerat dated 16 August 2012, measurement letter No.
00026/SAGERAT/2012 dated 28 March 2012, with area of 5.685m2, valid until 26
November 2042;
5. Hak Guna Bangunan No. 337/Sagerat dated 28 November 2011, measurement letter
No. 000005/SAGERAT/2011 dated 3 November 2011, with area of 8.970m2, valid
until 26 November 2042;
6. Hak Guna Bangunan No. 00338/Sagerat dated 28 May 2013, measurement letter No.
00104/SAGERAT/2013 dated 28 May 2013, with area of 4.230m2, valid until 30 May
2043;
7. Hak Guna Bangunan No. 00343/Sagerat dated 22 September 2014, measurement
letter No. 00257/SAGERAT/2013 dated 3 December 2013, with area of 4.150m2,
valid until 19 September 2034;
8. Hak Guna Bangunan No. 00055/Pelintung dated 12 June 2014, measurement letter
No. 00035/PELINTUNG/2014 dated 5 May 2014, with area of 14.175m2, valid until
9 June 2044;
9. Hak Guna Bangunan No. 00057/Pelintung dated 30 October 2014, measurement
letter No. 00042/PELINTUNG/2014 dated 30 October 2014, with area of 12.682m2,
valid until 12 August 2044;
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10. Hak Guna Bangunan No. 00058/Pelintung dated 30 October 2014, measurement
letter No. 00043/PELINTUNG/2014 dated 30 October 2014, with area of 3.180m2,
valid until 12 August 2044;
11. Hak Guna Bangunan No. 00059/Pelintung dated 30 October 2014, measurement
letter No. 00044/PELINTUNG/2014 dated 30 October 2014, with area of 4.324m2,
valid until 9 June 2044;
12. Hak Guna Bangunan No. 45/Sukadanau dated 8 October 1992, measurement letter
No. 10992/1991 dated 3 October 1992, with area of 49.345m2, valid until 8 October
2032;
13. Hak Guna Bangunan No. 00002/Desa Wonoboyo dated 1 Mei 2006, measurement
letter No. 00306/2005 dated 21 December 2005, with area of 2.293m2, valid until 1
Mei 2026;
14. Hak Guna Bangunan No. 5309/Desa Baru dated 7 September 1999, measurement
letter No. 1338/10.05/R/1999 dated 25 May 1999, with area of 4.190m2, valid until
19 July 2039;
15. Hak Guna Bangunan No. 02/Desa Candi Mas dated 16 October 2000, measurement
letter No. 40/Candimas/1999 dated 27 June 2000, with area of 1.700m2, valid until
13 February 2032;
16. Hak Guna Bangunan No. 2/Kelurahan Kayumalue Ngapa dated 8 June 1994,
measurement letter No. 3100/1994 dated 8 June 1994, with area of 9.990m2, valid
until 24 September 2024;
17. Hak Guna Bangunan No. 257/Kelurahan Arjuna dated 13 March 1997, measurement
letter No. 6.121/1996 dated 28 June 1996, with area of 2.660m2, valid until 18
February 2027;
18. Hak Guna Bangunan No. 330/Kelurahan Mabar dated 1 July 2022, measurement
letter No. 09/Mabar/2001 dated 7 March 2001, with area of 4.608m2, valid until 30
June 2032;
19. Hak Guna Bangunan No. 00175/Kelurahan Punggolaka dated 15 February 1999,
measurement letter No. 02046/2019 dated 14 January 1985, with area of 833m2,
valid until 13 February 2029; and
20. Hak Guna Bangunan No. 21375/Daya dated 26 August 2004, measurement letter No.
01046/2004 dated 7 June 2004, with area of 8.003m2, valid until 26 August 2034.
B. Fiduciary security for movable assets belonging to the Company as follows:
1. receivables of the Company in relation to the Company's debtors;
2. machineries and equipment owned by the Company located in, among others, the
Rungkut Industrial Area (SIER), Dumai Industrial Area, Jalan Raya Jacarosta, Jalan
Raya Manado, and Jalan Simpang Industri; and
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3. inventories owned by the Company in the form of, among others, finished goods and
spare parts.
2. SGI Asset Security Transactions with details as follows:
A. Mortgage rights (Hak Tanggungan) over land and buildings belonging to the SGI
with the following certificates:
1. Hak Guna Bangunan No 21576 Kelurahan Daya dated 19 November 2008,
measurement letter No.01537/2008 dated 20 August 2008, with area of 11.012m2,
valid until 19 November 2038;
2. Hak Guna Bangunan No. 526/Kelurahan Mentawa Baru Hulu dated 1 September
2004, measurement letter No.1589/M.B.HULU/2004 dated 15 June 2004, with area
of 9.602m2, valid until 1 September 2034;
3. Hak Guna Bangunan No. 89/Kaliwining dated 28 February 2014, measurement letter
No.00015/Kaliwining/2013 dated 26 November 2013, with area of 5.980m2, valid
until 2 February 2034;
4. Hak Guna Bangunan No. 42/Indro dated 22 March 2011, measurement letter No.
721/08.07/2011 dated 21 March 2011, with area of 24,055m2, valid until 24
February 2041;
5. Hak Guna Bangunan No. 35/ Desa Dayeuh dated 19 September 1994, situation
drawing No. 9473/1994 dated 9 June 1994, with area of 700m2, valid until 27
February 2034;
6. Hak Guna Bangunan No. 5/ Perdamean dated, 12 October 1994, measurement letter
No. 00112/2014 dated 12 October 1994, with area of 2.496m2, valid until 2024;
7. Hak Guna Bangunan No. 845/ Landasan Ulin Utara dated 20 February 2003
measurement letter No. 4461/LUU/2016 dated 28 January 2016, with area of
2.234m2, valid until 9 Mei 2033;
8. Hak Guna Bangunan No. 846/ Landasan Ulin Utara dated 30 November 1995
measurement letter No. 4462/LUU/2016 dated 20 January 2016, with area of
9.248m2, valid until 24 September 2025;
9. Hak Guna Bangunan No. 35/Kelurahan Muktiharjo dated 8 December 1995 situation
drawing No. 330/1993 dated 1 July 1993, with area of -+ 849m2, valid until 8
December 2035;
10. Hak Guna Bangunan No. 00022/Desa Peusar dated 29 December 2010 measurement
letter No. 01/Peusar/2010 dated 15 January 2010, with area of 835m2, valid until 29
September 2039;
11. Hak Guna Bangunan No. 1/Kelurahan Simpang Tiga, dated 25 September 2008
measurement letter No. 00006/ST/2006, with area of 1.862m2, valid until 10
September 2028;
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12. Hak Guna Bangunan No. 671/Kabil dated 14 July 2008, measurement letter No.
00683/2008 dated 24 June 2008, with area of 16.800, valid until 21 October 2038;
13. Hak Guna Bangunan No. 27/Penjangkungan dated 26 August 2014 measurement
letter No. 313/Pengjangkungan dated 20 June 2014, with area of 5.088m2, valid until
28 January 2044;
14. Hak Guna Bangunan No. 8/Desa Pematang Obo dated 11 April 2014 measurement
letter No. 00046/2018 dated 6 July 2018, with area of 5.899, valid until 11 April 2034;
15. Hak Guna Bangunan No. 30/Cibatu dated 2 January 2008 measurement letter No.
38/Cibatu/2007 dated 18 December 2007, with area of 1.970m2, valid until 5
December 2037;
16. Hak Guna Bangunan No. 01/Kertobanyon dated 30 June 2011 measurement letter
No.00003/Kertobanyon/2011 dated 1 July 2011, with area of 2.430m2, valid until 28
June 2031;
17. Hak Guna Bangunan No. 8/ Paya Pasir dated 16 September 2004 measurement letter
No. 121/Paya Pasir/2004 dated 26 February 2004, with area 800 m2, valid until 7
November 2040; and
18. Hak Guna Bangunan No. 396/ Maguwoharjo dated 27 February 2003 measurement
letter No. 02171/2022 dated 1 October 2002, with area 1.056 m2, valid until 26
February 2033.
B. Fiduciary security for movable assets belonging to SGI as follows:
1. receivables of SGI in relation to SGI’s debtors;
2. machineries and equipment owned by SGI located on Jalan Raya Cibolang Km 6, Jalan
Raya Ponorogo Km 5, Jalan Veteran Tama Utara, and Jalan Raya CPO Kabil Harbor;
and
3. inventories owned by SGI in the form of, among others, finished goods and raw goods.
3. Samator Asset Security Transaction in the form of mortgage rights (Hak Tanggungan)
over land and buildings belonging to Samator with certificate details as follows:
1. Hak Guna Bangunan No. 58/Sukatani dated 29 July 2011, measurement letter No.
23/Sukatani/2011 dated 15 July 2011, with area of 643m2, valid until 8 July 2041;
2. Hak Guna Bangunan No. 249/Sukatani dated 18 December 2013, measurement letter
No. 340/Sukatani/2013 dated 10 December 2013, with area of 4.400m2, valid until 15
May 2042;
3. Hak Guna Bangunan No. 259/Sukatani dated 18 December 2013, measurement letter
No. 357/Sukatani/2013 dated 10 December 2013, with area of 8m2, valid until 25 July
2043;
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4. Hak Guna Bangunan No. 262/Sukatani dated 18 December 2013, measurement letter
No. 358/Sukatani/2013 dated 10 December 2013, with area of 322m2, valid until 25
July 2043;
5. Hak Guna Bangunan No. 271 dated 18 December 2013, measurement letter No.
365/Sukatani/2013 dated 10 December 2013, with area of 58m2, valid until 8 July 2041;
6. Hak Guna Bangunan No. 285/Sukatani dated 18 December 2013, measurement letter
No. 327/Sukatani/2013 dated 10 December 2013, with area of 16.734m2, valid until 11
July 2041;
7. Hak Guna Bangunan No. 289/Sukatani dated 18 December 2013, measurement letter
No. 323/Sukatani/2013 dated 10 December 2013, with area of 1.473m2, valid until 11
July 2041;
8. Hak Guna Bangunan No. 290/Sukatani dated 18 December 2013, measurement letter
No. 324/Sukatani/2013 dated 10 December 2013, with area of 158m2, valid until 11
July 2041;
9. Hak Guna Bangunan No. 292/Sukatani dated 18 December 2013, measurement letter
No. 590/Sukatani/2013 dated 10 December 2013, with area of 7m2, valid until 8 July
2041;
10. Hak Guna Bangunan No. 302/Sukatani dated 24 December 2013, measurement letter
No. 376/Sukatani/2013 dated 24 December 2013, with area of 1.045m2, valid until 8
November 2043;
11. Hak Guna Bangunan No. 305/Sukatani dated 24 December 2013, measurement letter
No. 374/Sukatani/2013 dated 24 December 2013, with area of 1.782m2, valid until 8
November 2043;
12. Hak Guna Bangunan No. 5/Bambe dated 5 April 1977 measurement letter No. 101/1977
dated 5 April 1977, with area of 22.000m2, valid until 25 March 2027; and
13. Hak Guna Bangunan No. 23/Bambe dated 15 October 1985 measurement letter No.
2857/19/1985 dated 12 October 1985, with area of 23.580m2, valid until 7 August
2025.
4. Personal Guarantor Asset Security Transactions in the form of mortgage rights (Hak
Tanggungan) over land and buildings belonging to the Personal Guarantor with the
following certificate details:
1. Hak Milik No. 130/Cangkir dated 5 November 1987, measurement letter No. 1384/1987
dated 27 October 1987, with an area of 1,155m2;
2. Hak Milik No. 131/Cangkir dated 28 November 1987, measurement letter No. 1468/1987
dated 25 November 1987, with an area of 20,000m2; and
3. Hak Milik No. 132/Cangkir dated 28 November 1987, measurement letter No. 1469/1987
dated 25 November 1987, with an area of 30,820m2
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Subsequently, in relation to the matters above, please note that:
(a) the loan value based on the Facilities Agreement is in Rupiah with total principal amount of up
to Rp 4,600,000,000,000 (four trillion six hundred billion Rupiah);
(b) These Transactions are Material Transactions as the total value of the Transactions exceeds
50% (fifty percent) of the Company's equity value based on the Company's Financial
Statement. The loan principal based on the Facilities Agreement is up to Rp 4,600,000,000,000
(four trillion six hundred billion Rupiah) as stipulated in the Facilities Agreement, which is
greater than the Company's equity value based on the Company’s Financial Statements as of
March 2023 in the amount of Rp 3,766,711,000,000 (three trillion seven hundred sixty six
billion seven hundred eleven million Rupiah). Therefore, the Company continues to comply
with all provisions related to material transactions as referred to in Article 6 POJK No.
17/2020, but is exempted from the obligation of obtaining a GMS’ approval and use an
appraiser pursuant to Article 11 item b and c POJK No. 17/2020;
(c) The Company's Loan Transactions and Asset Security Transactions are not Affiliated
Transactions as referred to in POJK No. 42/2020; and
(d) SGI Asset Security Transaction is an Affiliate Transaction as referred to in POJK No. 42/2020,
but is a transaction that is exempted from obligations based on Article 4 paragraph (1) POJK
No. 42/2020, because these transactions are transactions providing securities to Security
Agent acting for and on behalf of the Original Lenders for loans received directly by the
Company based on the provisions in Article 6 paragraph (1) POJK No. 42/2020.
B. BRIEF DESCRIPTION ON MATERIAL TRANSACTION
I. Material Transaction Objects and Values
Following is the brief information on the Transaction:
A. Loan Transactions
Facility Value : Total principal amount is in Rupiah currency which is up to
Rp 4,600,000,000,000 (four trillion six hundred billion
Rupiah), with details as follows:
1. A1 Facility amounting to Rp 1,900,000,000,000 (one
trillion nine hundred billion Rupiah);
2. A2 Facility amounting to Rp 400,000,000,000 (four
hundred billion Rupiah);
3. B Facility amounting to Rp 1,300,000,000,000 (one
trillion three hundred billion Rupiah); and
4. Revolving Credit Facility amounting to Rp
1,000,000,000,000 (one trillion billion Rupiah).
Facility Type : Term Loan Facility in Rupiah
Interest : The interest rate on each Loan for each interest period is a
percentage rate per annum which is the aggregate of the
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applicable margin, 1.6% per annum for the initial loan, and
the applicable base rate.
Term : 84 (eighty four) months
Security : Security that will be given by the Company and SGI for the
settlement of the Facility, including but not limited to:
(a) Security of mortgage (hak tanggungan) from the
Company, SGI, Personal Guarantor, and Samator, for
several plots of land (and buildings on them)
(b) fiduciary security for the Company's and SGI's inventory
(c) fiduciary security for movable assets of the Company
and SGI; as well as
(d) fiduciary security for the Company's and SGI's
receivables.
Provisions on : Provisions for the matters that the Company is prohibited
Matters that are from carrying are, inter alia, as follows
Prohibited to Be
Carried out by the (a) undertake an amalgamation, demerger, merger,
Company consolidation or corporate restructuring, except for any
amalgamation, demerger, merger, consolidation or
corporate restructuring which is a permitted
transaction under the Facilities Agreement;
(b) made substantial change to the general nature of the
business of the Company’s group from that carried on by
the Company’s group at the signing date of the Facilities
Agreement;
(c) (x) invest in or acquire any share in, or any security
issued by, any person, or any interest therein or in the
capital of any person, or make any capital contribution
to any person, or form any person, or (y) invest in or
acquire any business or going concern, or the whole or
substantially the whole of the assets or business of any
person, or any assets that constitute a division or
operating unit of the business of any person, except for
an investment which is a permitted acquisition or a
permitted transaction under the Facilities Agreement;
(d) create or permit to subsist any security form over any of
its assets, except for any security form which is
permitted security or a permitted transaction; and
(e) by way of a single transaction or a series of transactions
(whether related or not and whether voluntary or
involuntary) sell, lease, transfer or otherwise dispose of
any asset.
Governing law : English law
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B. Company Asset Security Transactions
The security of the Company's assets is carried out by signing security documents in the
form of (i) Deed of Fiduciary Security (Akta Jaminan Fidusia) relating to the fiduciary of
the Company's assets as stated in number 1 Part A (Introduction, Reasons and
Background) of this Disclosure of Information which has been carried out on dated 15
December 2023 and (ii) Deed of Power of Attorney to Grant Mortgage (Akta Surat Kuasa
Membebankan Hak Tanggungan) and/or Deed of Mortgage (Akta Pemberian Hak
Tanggungan) after signing the Facilities Agreement at a time to be agreed upon by the
Company and the Security Agent.
In general, these security documents require the Company to, inter alia:
1. Remain fully responsible for carrying out all obligations or responsibilities in relation
to the object of security such that the object of security has full power to protect the
interests of the Security Agent.
2. Submit to the Security Agent the copies of documents proving the Company's rights
to the security object.
3. The company will not sell, surrender, release the control or in any other manner
transfer or release all or part of the security object, or attempt to carry out or approve
to carry out one of these actions, unless it is done with the intention of carrying out
its business activities.
4. The Company will not secure or allow for the emergence or occurrence of a security
for all or part of the security object except for the interests of the Security Agent.
5. The Company will not take any action or fail to take an action that will result in
defects of security based on the related security agreements or hinder the
implementation of any rights of the Security Agent based on the related security
agreements.
The risk that can be faced by the Company in relation to the existence of the Company
Asset Security Transaction is that in case the Company fails to fulfill all of its obligations
to make the interest and principal payments based on the Facilities Agreement, then the
Company's assets/assets that are provided as securities for loans obtained by the
Company based on the Facilities Agreement can be executed by the Original Lender (as
defined in the Facilities Agreement).
C. SGI Asset Security Transactions
The security of the SGI's assets is carried out by signing security documents in the form
of (i) Deed of Fiduciary Security (Akta Jaminan Fidusia) relating to the fiduciary of the
Company's assets as stated in number 2 Part A (Introduction, Reasons and Background)
of this Disclosure of Information which has been carried out on dated 15 December 2023
and (ii) Deed of Power of Attorney to Grant Mortgage (Akta Surat Kuasa Membebankan
Hak Tanggungan) and/or Deed of Mortgage (Akta Pemberian Hak Tanggungan) after
signing the Facilities Agreement at a time to be agreed upon by the SGI and the Security
Agent.
In general, these security documents require the SGI to, inter alia:
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1. Remain fully responsible for carrying out all obligations or responsibilities in relation
to the object of security such that the object of security has full power to protect the
interests of the Security Agent.
2. Submit to the Security Agent the copies of documents proving SGI’s rights to the
security object.
3. SGI will not sell, surrender, release the control or in any other manner transfer or
release all or part of the security object, or try to carry out or agree to carry out one
of these actions, unless it is done with the intention of carrying out their business
activities.
4. SGI will not burden or allow for the emergence or occurrence of a security for all or
part of the security object except for the benefit of the Security Agent.
5. SGI will not take any action or fail to take an action that results in defects in the
security based on the related security agreements or hinders the implementation of
any rights of the Security Agent based on the related security agreements.
The risks that may be faced by the Company in relation to the SGI Asset Security
Transactions are in case the Company fails to fulfill all of its obligations to make interest
and principal payments based on the Facilities Agreement, then the properties/assets of
SGI that are secured for loan obtained by the Company based on the Facilities Agreement
can be executed by the Security Agent.
II. Fund Allocation Plan
Funds obtained from loans based on the Facilities Agreement will be used, among others: (a)
A Facility for refinancing or repayment of part or all of the Company's and SGI's obligations
from Existing Indebtedness; (b) B Facility for the Company's group working capital needs;
and (c) Revolving Credit Facility for general corporate purposes.
III. Parties to Loan Transaction, Company Asset Security Transaction and SGI Asset
Security Transaction
A. Company
Brief History
The Company, domiciled in South Jakarta, was established under the name PT Aneka Gas
Industri based on Deed of Establishment No. 28 dated 21 September 1971, which was
later amended by Deed of Amendment No. 9 dated 4 November 1971, both made before
Soeleman Ardjasasmita, S.H., Notary in Jakarta, which has obtained decree from the
Minister of Justice of the Republic of Indonesia based on Decree No. J.A.5/198/3 dated 8
November 1971, registered at the Jakarta District Court Office respectively under No.
3051 and 3052 dated 10 November 1971, and was published in the State Gazette of the
Republic of Indonesia No. 576, dated 24 December 1971, Supplement No. 103 and has
been corrected based on the State Gazette of the Republic of Indonesia No. 576a dated
31 March 1972, Supplement No. 26.
The Company underwent a name change from PT Aneka Gas Industri Tbk. to PT Samator
Indo Gas Tbk. based on the Deed of the Minutes of the Extraordinary General Meeting of
Shareholders No. 13 dated 12 December 2022, made before Amelia Jonatan, S.H., M.Kn.,
Notary replacing Ira Sudjono, S.H., M.Hum., M.Kn., M.M., M.Psi., Notary in Jakarta. The
deed has received approval from the MOLHR pursuant to Decree No. AHU-
0089934.AH.01.02.TAHUN 2022 dated 12 December 2022 and has been registered in
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the Company Register under No. AHU-0249451.AH.01.11.TAHUN 2022 dated 12
December 2022 (“Deed No. 13/2022”)
Since the Company's establishment, the Company's articles of association have
undergone several changes. The Articles of Association were last amended based on the
Deed of the Minutes of the General Meeting of Shareholders No. 68 dated 31 May 2023,
made before Ira Sudjono, S.H., M.Hum., M.Kn., M.M., M.Si., Notary in Jakarta, which has
been notified and accepted by MOLHR pursuant to the Letter of Acceptance of
Notification of Changes to Company Data No. AHU-AH.01.09.0125364 dated 9 June 2023
and Letter of Acceptance of Notification of Articles of Association No. AHU-AH.01.03-
0074582 dated 9 June 2023 and registered in the Company Register No. AHU-
0106409.AH.01.11.TAHUN 2023 dated 9 June 2023 (“Deed No. 68/2023”).
The company’s head office is at Gedung UGM – Samator Pendidikan Tower A Lantai 5-6,
Jl. Dr. Sahardjo No. 83, Manggarai, Tebet, South Jakarta 12850, with phone number (+62-
21) 83709111 and facsimile number (+62-21) 83709911
Business Activities
Based on Article 3 of the Company's Articles of Association, the Company's objectives and
purpose are to produce, market and sell various kinds of gas for industry and related
products as well as carrying out all activities and businesses to achieve these aims and
objectives. To achieve these aims and objectives, the Company's business activities based
on the Articles of Association and/or Standard Classification of Business Fields (KBLI)
are as follows:
a. Business in the Chemical Industry sector;
b. Business in the field of Waste and Garbage Collection;
c. Business in the field of Waste Treatment and Disposal;
d. Business in the field of Other Civil Building Construction;
e. Business in the field of Wholesale Machinery, Equipment and Supplies;
f. Business in other Specialized Wholesale Trade Sectors;
g. Business in the field of Non-Bus Land Transportation;
h. Business in the field of Electrical, Water (Pipe) System Installation and Other
Construction Installations;
i. Business in the field of Retail Trade Specifically for Other Goods in Shops; and
j. Business in the field of Rental and Leasing Activities Without Option of Machines,
Equipment and Other Tangible Goods.
Capital Structure and Composition of Shareholders
Based on Deed No. 13/2022 jo. Monthly Report on the Registration of Company's Stock
Holders as per 30 November 2023 prepared by PT Datindo Entrycom as the Company's
Securities Administration Bureau, the shareholding structure of the Company is as
follows:
Nominal Value Rp 500 per Share
Description Total Nominal Value Percentage
Total Shares
(Rupiah) (%)
Authorized Capital 9,200,000,000 4,600,000,000,000
Issued and Paid-up Capital
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Nominal Value Rp 500 per Share
Description Total Nominal Value Percentage
Total Shares
(Rupiah) (%)
1. Matrix Company Limited 989,253,120 494,626,560,000 32.26
2. Samator 1,080,693,020 540,346,510,000 35.24
3. PT Aneka Mega Energi 459,999,000 229,999,500,000 15.00
4. PT Saratoga Investama Sedaya Tbk. 306,666,000 153,333,000,000 10.00
5. Public (ownership <5%) 230,048,860 115,024,430,000 7.50
Paid-up Capital 3,066,660,000 1,533,330,000,000 100.00
Unissued Shares 6,133,340,000 3,066,670,000,000
Note: there is no ownership of more than 5% by the public, as well as the Company's Directors and Commissioners
Management and Supervision
The composition of the Company’s Board of Commissioners and Board of Directors
pursuant to Deed No. 68/2023, are as follows:
Board of Commissioners
President Commissioner : Heyzer Harsono
Vice President Commissioner : Rasid Harsono
Vice President Commissioner : Setyo Wahono
Commissioner : Michael W. P. Soeryadjaya
Commissioner : Atiff Ibrahim Gill
Independent Commissioner : Komjen Pol (P) Drs. Sutanto, S.H.
Independent Commissioner : Dr. Dr. Robiyanto, S.E., M.M.
Independent Commissioner : Dr. Hans-Gerd Wienands
Board of Directors
President Director : Rachmat Harsono
Vice President Director : Ferryawan Utomo
Director : Imelda Mulyani Harsono
Director : Nini Liemijanto
Director : Budi Susanto
Director : Dipl.Ing Djanarko Tjandra, M.Sc.
Director : Octavianus Santoso
Director : Andy Purwohardono
Company's Financial Position
The summary of the Company's financial position based on the Company's Financial
Statement is as follows
(in million Rupiah)
FINANCIAL POSITION 31 Maret 2023 31 Desember 2022 31 Desember 2021
Assets 7,904,429 8,041,989 8,164,599
Liability 4,137,718 4,346,015 4,581,674
Equity 3,766,711 3,695,974 3,582,925
(in million Rupiah)
PROFIT/LOSS
31 March 2023 31 December 2022 31 December 2021
STATEMENT
Net Sales 678,435 2,612,464 2,738,813
Cost of Goods Sold 364,878 1,456,948 1,507,448
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Gross Profit 313,557 1,155,516 1,231,365
Profit/(Loss) before 57,656 138,850 275,898
income tax
Net Profit of the 43,406 103,896 211,485
current year
31 December 31 December
FINANCIAL RATIO 31 March 2023
2022 2021
Asset Return Rate 2.20% 1.29% 2.59%
Liability to Equity Ratio 1.10 1,18 1,28
Loan to Equity Ratio 0.96 1,03 1,14
Liability to Asset Ratio 0.52 0.54 0.56
Loan to Asset Ratio 0.46 0.47 0.50
Gross Profit Margin 46.22% 44.23% 44.96%
Net Profit Margin 6.4% 4.0% 7.7%
B. PT Samator Gas Industri (“SGI”)
Brief History
SGI was established under the name "PT Samator Banjar Gas" based on Deed of
Establishment No. 43 dated 31 October 1992, which has been amended by Correction
Deed No. 54 dated 30 November 1993, both of which were made before Djamilah Nahdi,
S.H., Notary in Gresik. These deeds have received approval from the Minister of Justice of
the Republic of Indonesia based on the Decree of the Minister of Justice No. C2-632
HT.01.01.Th.94 dated 18 January 1994 and was registered in the register book at the
Banjarmasin District Court Registrar's Office under No. 26/1994/PF/PT dated 16 April
1994, and has been published in the State Gazette of the Republic of Indonesia No. 59
dated 26 July 1994, Supplement No. 4796
SGI underwent a name change from PT Samator Banjar Gas to PT Samator Prima
Banjargas based on Deed of Meeting Minutes No. 9 dated 1 August 1997, made before
Julia Seloadji, S.H., Notary in Waru Sidoarjo, and changed to PT Samator Gas Industri
based on the Deed of the Extraordinary General Meeting of Shareholders of the
Shareholders of PT Samator Prima Banjargas No. 3 dated 2 June 1999, made before
Henrika Swarti Sugiono, S.H., Notary in Surabaya, the deeds of which have been approved
by the Minister of Justice of the Republic of Indonesia based on the Decree of the Minister
of Justice No. C13399HT.01.04.Th.99 dated 23 July 1999, and was registered in the
Company Register at the Surabaya District/Kodya Company Registration Office with No.
1727/BH.13.01/Februari/2000 dated 4 February 2000.
SGI's articles of association have undergone several changes, the latest amendment being
based on the Deed of Meeting Statement No. 14 dated 25 May 2022, made before Ariyani,
S.H., Notary in Surabaya, which includes, among other things, shareholder approval for
changes to Article 3 of SGI's Articles of Association. This deed has been notified to the
MOLHR and recorded in the Sisminbakum database of the MOLHR based on Decree No.
AHU-0035544.AH.01.02.Year 2022 dated 27 May 2022 and has been registered in the
Company Register in accordance with the provisions of the Company Law with No. AHU-
0097846.AH.01.11.Year 2022 dated 27 May 2022 (“Deed No. 14/2022”).
SGI head office is at Gedung The Samator, Jalan Kedung Baruk no. 25 - 28, Surabaya, with
phone number 031-9900 4000 and facsimile number 031-9900 4100.
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Business Activities
SGI's business activities in accordance with Article 3 of the Articles of Association are in
the manufacturing, construction, wholesale and retail trade, car and motorbike repair
and maintenance, transportation and warehousing, rental and leasing activities without
option rights, employment, travel and other supporting businesses.
Capital Structure and Composition of Shareholders
Based on the Deed of General Meeting Statement No. 1 dated 15 November 2018, made
before Wiraningrum Hapsari, S.H., M.Kn., Notary in Surabaya, which includes, among
other things, shareholder approval for changes to Article 4 of the SGI. The deed has
received approval from the Minister of Law and Human Rights based on Decree No. AHU-
0029610.AH.01.02.Year 2018 dated 11 December 2018, notified to the MOLHR and
recorded in the Sisminbakum database of the MOLHR based on the Letter of Acceptance
of Notification of Amendments to the Articles of Association No. AHU-AH.01.03-0273754
dated 11 December 2018 and has been registered in the Company Register in accordance
with the provisions of the Company Law with No. AHU-0167964.AH.01.11.Year 2018
dated 11 December 2018 juncto Deed of Meeting Statement No. 121 dated 30 September
2019, made before Ariyani, S.H., Notary in Surabaya, which includes, among other things,
shareholder approval for changes to Article 4 paragraph 2 of SGI's Articles of Association.
This deed has been notified to the Minister of Law and Human Rights and recorded in the
Sisminbakum database of the Ministry of Law and Human Rights based on the Letter of
Acceptance of Notification of Amendments to the Articles of Association No. AHU-
AH.01.03-0348481 dated 21 October 2019 and has been registered in the Company
Register in accordance with the provisions of the Company Law with No. AHU-
0199094.AH.01.11.Year 2019 dated 21 October 2019, the capital structure and
shareholders of SGI are as follows:
Nominal Value Rp 1,000,000 per Share
Description Total Nominal Value Percentage
Total Shares
(Rupiah) (%)
Authorized Capital 1,000,000 1,000,000,000,000
Issued and Paid-up Capital
Company 588,784 588,784,000,000 99.91
Samator 549 549,000,000 0.09
Paid-up Capital 589,333 589,333,000,000 100.00
Unissued Shares 410,667 410,667,000,000
Management and Supervision
Based on the Deed of SGI Extraordinary GMS Statement No. 69 dated 31 May 2023, made
before Ira Sudjono, S.H., M.Kn., Notary in Jakarta, which includes, among other things,
approval for the replacement of members of the Board of Directors and Board of
Commissioners of SGI. This deed has been notified to the MOLHR and recorded in the
Sisminbakum database of the MOLHR based on the Letter of Acceptance of Notification
of Amendments to the Articles of Association No. AHU-AH.01.09-01255768 dated 7 June
2023 and has been registered in the Company Register under No. AHU-
0107257.AH.01.11.TAHUN 2023 dated June 7 2023, the composition of the members of
the Board of Commissioners and Directors of SGI is as follows:
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Board of Commissioners
President Commissioner : Grace Peradhana Harsono
Commissioner : Heyzer Harsono
Commissioner : Rasid Harsono
Board of Directors
President Director : Rachmat Harsono
Director : Imelda Mulyani Harsono
Director : Nini Liemijanto
Director : Agus Purnomo
C. INDEPENDENT PARTY APPOINTED IN THE TRANSACTION
Independent party who have been appointed to assist the Company in this Transaction:
Makes & Partners Law Firm, a legal consultant appointed by the Company to assist the Company
in preparing the Disclosure of Information in relation to the Material Transactions
D. STATEMENT OF THE BOARD OF BOARD OF DIRECTORS
AND THE BOARD OF COMMISSIONERS
The Company's Board of Commissioners and the Company's Board of Directors are responsible for
the accuracy of the information in this Information Disclosure. The Company’s Board of
Commissioners and the Board of Directors stated that all material information has been disclosed
and the information is true, can be accounted for and there is no other material information that
has not been disclosed which could cause the information presented in this Disclosure of
Information to be materially incorrect or misleading.
The Company’s Board of Commissioners and the Board of Directors was of the opinion that the
Company would derive corporate benefit from entering into the Finance Documents (as defined in
the Facilities Agreement) and the performance of the Company's obligations thereunder would
amount to business which can be advantageously carried on by the Company within the meaning
of the Company's deed of establishment and articles of association.
The Board of Board of Directors states that:
(i) The Company's Loan Transactions and Asset Security Transactions are Material
Transactions are Material Transaction, but are not Affiliated Transactions as referred to in
POJK No. 42/2020; and
(ii) SGI Asset Security Transactions are Affiliated Transactions as referred to in POJK No.
42/2020, but because these transactions are transactions providing securities to the Original
Lenders for loans received directly by the Company based on the provisions in Article 6
paragraph (1) of POJK No. 42/2020, these transactions are exempted to comply with the
provisions stated in Article 4 paragraph (1) POJK No. 42/2020.
The Board of Commissioners and the Board of Board of Directors of the Company state that the
Transaction is not a transaction that contains a conflict of interest as referred to in POJK No.
42/2020
E. ADDITIONAL INFORMATION
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To obtain additional information relating to the Transactions as described in this Disclosure of
Information, the Company's Shareholders can contact the Corporate Secretary of the Company, on
every day and working hours of the Company at the address below:
PT Samator Indo Gas Tbk.
Head Office
Gedung UGM – Samator Pendidikan Tower A Lantai 5-6
Jl. Dr. Sahardjo No. 83, Manggarai
Tebet, South Jakarta 12850
Telephone. (62-21) 83709111, Facsimile. (62-21) 83709911
Website: www.samatorgas.com
E-mail: corsec@samator.com
Attn. Imelda Harsono (Corporate Secretary)
18
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