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20231218_MDKA_Laporan Informasi dan Fakta Material_31560641_lamp2.pdf
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INFORMATION DISCLOSURE TO SHAREHOLDERS RELATED TO
AFFILIATED TRANSACTION
PT MERDEKA COPPER GOLD TBK (THE “COMPANY”)
This Information Disclosure to the Shareholders (as defined below) is made to provide an explanation to the public in
connection with conditional share subscription and purchase agreement, made and executed by the Company, PT Pani
Bersama Jaya, and PT Mentari Alam Persada, in which PT Pani Bersama Jaya and PT Mentari Alam Persada are the
controlled companies of the Company (“Transaction”).
The Transaction is an Affiliated Transaction as stipulated in the Regulation of the Financial Services Authority of the
Republic of Indonesia No. 42/POJK.04/2020 on Affiliated Transaction and Conflict of Interest Transactions.
INFORMATION AS STATED IN THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE READ AND
CONSIDERED BY THE COMPANY'S SHAREHOLDERS.
IF YOU HAVE DIFFICULTIES TO UNDERSTAND THE INFORMATION AS SET FORTH IN THIS INFORMATION
DISCLOSURE YOU SHOULD CONSULT WITH A LEGAL COUNSEL, A PUBLIC ACCOUNTANT, A FINANCIAL
ADVISOR OR ANY OTHER PROFESSIONAL.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY DECLARE THAT ALL
INFORMATION OR MATERIAL FACTS CONTAINED IN THIS INFORMATION DISCLOSURE ARE COMPLETE
AND TRUE AND NOT MISLEADING.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY DECLARE THAT THIS
AFFILIATED TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST.
PT MERDEKA COPPER GOLD TBK
Business Activities
Mining of gold, silver, copper, nickel, and other associated minerals, industries, and other related business activities
through subsidiaries of the Company
Domiciled in South Jakarta, DKI Jakarta, Indonesia
Headquarter Office:
Treasury Tower, 67-68th floor, District 8 SCBD Lot. 28
Jl. Jend. Sudirman Kav. 52-53, Senayan, Kebayoran Baru, South Jakarta 12190, DKI Jakarta, Indonesia
Telephone: +62 21 3952 5580; Facsimile: +62 21 3952 5589
Email: corporate.secretary@merdekacoppergold.com
Website: www.merdekacoppergold.com
This Information Disclosure
is issued in Jakarta on 18 December 2023
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DEFINITIONS
“Affiliation” : means the parties referred to UUP2SK, namely:
a. family relationship due to marriage up to the second degree, both
horizontally and vertically, namely the relationship of a person with:
1. husband or wife;
2. parents of the husband or wife and the husband or wife of the
children;
3. grandparents of the husband or wife and the husband or wife of
the grandchildren;
4. siblings of the husband or wife along with their respective
spouse; or
5. the husband or wife of the sibling of the person concerned.
b. family relationship due to descent up to the second degree, both
horizontally or vertically, namely the relationship of a person with:
1. parents and children;
2. grandparents and grandchildren; or
3. siblings of the person concerned.
c. relationship between a party and employees, directors or
commissioners of the party;
d. relationship between 2 (two) or more companies which there is 1 (one)
or more members of the board of directors, management, board of
commissioners, or supervisors who are the same;
e. relationship between a company and a party, whether direct or
indirect, by any means, controlling or controlled by the company or
that party in determining the management and/or policies of the
company or the concerned party;
f. relationship between 2 (two) or more companies controlled, whether
direct or indirect, by any means, in determining the management
and/or policies of the company by the same party; or
g. relationship between a company and a major shareholder, that is a
party that directly or indirectly owns at least 20% (twenty percent) of
the shares with voting rights of the company.
“Conflict of Interest” : The difference between the economic interest of a public company and
the personal economic interest of members of the board of directors,
members of the board of commissioners, major shareholders, or
controllers that may be harmful to the public company concerned.
“Indonesia Stock : The regulator in the capital market for stock exchange transactions, which
Exchange” in this case is conducted by PT Bursa Efek Indonesia, domiciled in South
Jakarta.
“MOLHR” : Minister of Law and Human Rights of the Republic of Indonesia.
Disclosure Information of PT Merdeka Copper Gold Tbk 1
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“MAP” : PT Mentari Alam Persada, domiciled in Pohuwato Regency, Gorontalo
Province, a limited liability company established and operating under
the laws of the Republic of Indonesia.
“Financial Services : An independent state institution, which has the functions, duties, and
Authority or OJK” authority of regulation, supervision, examination, and investigation as
referred to in Law No. 21 of 2011 on the Financial Services Authority,
as amended by UUP2SK.
“PBJ” : PT Pani Bersama Jaya, domiciled in South Jakarta, a limited liability
company established and operating under the laws of the Republic of
Indonesia.
“Shareholders” : Parties who have the benefit of the Company’s shares, both in the form
of scripts and in collective custody which is kept and administered in
the securities account at Indonesia Central Securities Depository,
registered in the Shareholders Register of the Company which is
administered by the Securities Administration Bureau appointed by the
Company.
“Independent : Public Appraisal Services Office of Iskandar and Rekan, independent
Appraiser or KJPP” appraisers registered with the OJK who have been appointed by the
Company to conduct an assessment of the fair value and/or fairness
of the Transaction.
“Agreement” : Conditional Shares Subscription and Purchase Agreement, executed
and signed by and between the Company, MAP, and PBJ which
became effective on 15 December 2023 together with any
amendments, additions, and substitutes, which may be subsequently
made.
“Company” : PT Merdeka Copper Gold Tbk, domiciled in South Jakarta, a publicly
listed company whose shares are listed on the Indonesia Stock
Exchange, which is established and operated under the laws of the
Republic of Indonesia.
“POJK 17/2020” : OJK Regulation No. 17/POJK.04/2020, enacted on 20 April 2020
regarding Material Transaction and Changes in Business Activities.
“POJK 42/2020” : OJK Regulation No. 42/POJK.04/2020, enacted on 1 July 2020
regarding Affiliated Transaction and Conflict of Interest Transaction.
“Rupiah or Rp” : Reference to Rupiah which is the legal currency of the Republic of
Indonesia.
“Affiliated : Any activity and/or transaction conducted by a public company or a
Transaction” controlled company with an Affiliation of a public company or an
Affiliation of a member of the board of directors, a member of the board
of commissioners, major of shareholders, or the controller, including
any activity and/or transaction conducted by a public company or
controlled company for the benefit of an Affiliation of a public company
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or an Affiliation of a member of the board of directors, member of the
board of commissioners, major of shareholders or the controller.
“Conflict of Interest : Transactions that are carried out by public companies or controlled
Transaction” entities with any party, both with Affiliations and parties other than
Affiliations that contain a conflict of interest.
“USD” : Reference to United States Dollars which is the legal currency of the
United States.
“UUP2SK” : Law No. 4 of 2023 dated 12 January 2023 on Financial Sector
Development and Strengthening, State Gazette of the Republic of
Indonesia No. 4 of 2023, along with all of its implementing regulations.
INTRODUCTION
In order to comply with the provisions of POJK 42/2020, the Board of Directors of the Company announces
Information Disclosure to provide information to the Shareholders of the Company that effective on
15 December 2023, the Company, PBJ, and MAP have signed an Agreement with details as described in
the Transaction summary below.
The Transaction carried out is an Affiliated Transaction as referred to in POJK 42/2020, in which PBJ and
MAP are the controlled companies of the Company. However, this Transaction is not a Transaction with a
Conflict of Interest as set forth in POJK 42/2020.
The Transaction carried out by the Company has complied with the procedures set forth in Article 3 of
POJK 42/2020 and has been executed per generally accepted business practices.
In accordance with the provision of Article 4 Paragraph 1 of POJK 42/2020, this Transaction is an Affiliated
Transaction that is required to use an Independent Appraiser in determining the fairness of the Affiliated
Transaction which the fairness of the transaction needs to be announced to the public. The Company has
received the fairness value for this Transaction based on the Appraisal Report from KJPP Iskandar and
Rekan No. 00448/2.0118-00/BS/02/0596/1/XII/2023 dated 14 December 2023 on the Fairness Opinion
Report on the Proposed Conditional Shares Subscription and Purchase of PT Mentari Alam Persada by PT
Pani Bersama Jaya (Controlled Company of the Company) (“Appraiser’s Report”).
Moreover, the Company is obliged to announce Information Disclosure to the public and submit the
appraisal report along with other supporting documents to OJK no later than the end of the 2 nd (second)
business days after the date of the Transaction as referred to Article 4 of POJK 42/2020.
DESCRIPTION OF THE TRANSACTION
Information Regarding the Parties Involved
1. The Company
The Company, established under the name of PT Merdeka Serasi Jaya, pursuant to Deed of
Establishment of Limited Liability Company No. 02 dated 5 September 2012, made before Ivan Gelium
Lantu, S.H., M.Kn., Notary in Depok City, which has been ratified by MOLHR by virtue of its Decree
Disclosure Information of PT Merdeka Copper Gold Tbk 3
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No. AHU-48205.AH.01.01.Tahun 2012 dated 11 September 2012, and has been announced in the
State Gazette of the Republic of Indonesia No. 47 dated 11 June 2013, Supplement No. 73263.
The Company’s Articles of Association have been amended several times as lastly amended by Deed
of Statement of Meeting Resolution on Amendment to the Articles of Association No. 59 dated 12 April
2023, drawn up before Jose Dima Satria, S.H., M.Kn., Notary in Administrative City of South Jakarta,
which has been approved by the MOLHR by virtue of the Decree No. AHU-0023036.AH.01.02.TAHUN
2023 dated 17 April 2023 and has been notified to the MOLHR based on Receipt of Notification of the
Change of the Company’s Data No. AHU-AH.01.09-0111358 dated 17 April 2023 (“Deed 59/2023”).
The Company is headquartered at Treasury Tower, 67th – 68th Floor, District 8 SCBD Lot. 28,
Jl. Jend. Sudirman Kav. 52-53, Senayan, Kebayoran Baru, South Jakarta 12190, DKI Jakarta,
Indonesia.
According to Article 3 of the Company’s Articles of Association, the purposes and objectives of the
Company are to conduct business in the field of holding company activities and other management
consulting activities.
To achieve the abovementioned purposes and objectives, the Company shall perform the main
business activities as follows:
a. holding company’s activities, including the ownership and/or control of its group of subsidiaries;
and
b. activities of other management consultation, of which the main activities (as relevant) are to give
assistance of business advice, guidance and operation and other organization and management
issues, such as strategic and organizational planning, decisions related to finance, marketing
objective and policy, planning, practice, and policy of human resources, planning of production
scheduling and control.
To achieve the abovementioned main business activities of the Company, the Company shall perform
the supporting business activities as follows:
a. services provided as a counselor and negotiator in planning companies’ merger and acquisition;
and
b. providing services covering assistance in advice, guidance and operation of business, and other
organizational and management issues, such as strategic and organizational planning; decisions
related to finance; marketing objective and policy; planning, practice and policy of human
resources; planning of production scheduling and control. This providing of business services may
cover assistance in finance, advice, guidance and operation of various management functions,
management consultancy in agronomy and economy in agriculture and the like, design of
accounting methods and procedures, cost accounting program, budget monitoring procedures,
provision of funding, advice and assistance to business and community service in planning,
organizing, efficiency and supervision, management information, etc., including but not limited to
services in infrastructure investment study.
Capital Structure and Shareholders’ Composition of the Company
Pursuant to Deed of Statement of Meeting Resolution of the Amendment of the Articles of Association
No. 69 dated 25 September 2019 made before Liestiani Wang, S.H., M.Kn., Notary in Administrative
City of South Jakarta which has been notified to the MOLHR based on the Receipt of Notification of the
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Amendment of the Articles of Association No. AHU-AH.01.03-0339775 dated 2 October 2019 juncto
Deed of Statement of Meeting Resolutions of the Amendment of the Articles of Association No. 9 dated
12 May 2022, made before Jose Dima Satria, S.H., M.Kn., Notary in the Administrative City of South
Jakarta, which has been notified to the MOLHR based on the Receipt of Notification of Amendment to
of the Articles of Association No. AHU-AH.01.03-0237201 dated 13 May 2022, the Company’s capital
structure and shareholding composition as of the date of this Information Disclosure is as follows:
Authorized Capital : IDR1,400,000,000,000
Issued Capital : IDR482,217,015,420
Paid-up Capital : IDR482,217,015,420
The Company’s authorized capital is divided into 70,000,000,000 (seventy billion) shares, with a
nominal value of IDR20 (twenty Rupiah) per share.
According to the Shareholders Register of the Company dated 30 November 2023 issued by PT
Datindo Entrycom as Share Registrar of the Company, the shareholders of the Company are as follows:
Nominal Value of IDR20 per share
Description
Number of Shares Nominal Value (IDR) (%)
A. Authorized Capital 70,000,000,000 1,400,000,000,000
B. Issued and Paid-up Capital
1) PT Saratoga Investama 4,494,361,397 89,887,227,940 18.640
Sedaya Tbk
2) PT Mitra Daya Mustika 2,907,302,421 58,146,048,420 12.058
3) Garibaldi Thohir 1,774,021,214 35,480,424,280 7.358
4) PT Suwarna Arta Mandiri 1,347,254,738 26,945,094,760 5.588
5) Hongkong Brunp & Catl
1,205,542,539 24,110,850,780 5.000
Co., Limited
6) Gavin Arnold Caudle 80,966,431 1,619,328,620 0.336
7) Hardi Wijaya Liong 69,596,728 1,391,934,560 0.289
8) Andrew Phillip Starkey 700,000 14,000,000 0.003
9) Albert Saputro 355,600 7,112,000 0.001
10) Titien Supeno 567,400 11,348,000 0.002
11) Public (respectively under 12,163,987,603 243,279,752,060 50.450
5%)
Treasury Shares 66,194,700 1,323,894,000 0.275(1)
Total of Issued and Fully
24,110,850,771 482,217,015,420 100.000
Paid-up Shares
C. Portfolio Shares 45,889,149,229 917,782,984,580
Note:
(1) treasury shares cannot be utilized to cast votes in the General Meeting of Shareholders and cannot be
calculated to determine the quorum to be reached in the General Meeting of Shareholders as well as not
being entitled to obtain dividend distribution.
Disclosure Information of PT Merdeka Copper Gold Tbk 5
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Composition of the Board of Directors and Board of Commissioners of the Company
Based on Deed 59/2023, the composition of the Company’s Board of Directors and Board of
Commissioners on the issuance date of this Information Disclosure is as follows:
Board of Commissioners
President Commissioner : Edwin Soeryadjaya
Commissioner : Yoke Candra
Commissioner : Tang Honghui
Independent Commissioner : Budi Bowoleksono
Independent Commissioner : Muhamad Munir
Board of Directors
President Director : Albert Saputro
Vice President Director : Jason Laurence Greive
Director : Andrew Phillip Starkey
Director : Gavin Arnold Caudle
Director : Hardi Wijaya Liong
Director : David Thomas Fowler
Director : Titien Supeno
Director : Chrisanthus Supriyo
2. MAP
MAP, established under the name of PT Batutua Tambang Energi, pursuant to Deed of Establishment
of Limited Liability Company No. 145 dated 20 December 2019, made before Darmawan Tjoa, S.H.,
S.E., Notary in Jakarta, which has been ratified by MOLHR by virtue of its Decree No. AHU-
0068142.AH.01.01.TAHUN 2019 dated 21 December 2019.
MAP’s Articles of Association have been amended several times, in which prior to the Transaction
became effective, MAP’s Articles of Association was lastly amended by the Deed of Statement of
Circular Resolutions in Lieu of Extraordinary General Meeting of Shareholders No. 167 dated 23
December 2022 which was made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has
been approved by the MOLHR by virtue of the Decree No. AHU-0093356.AH.01.02.TAHUN 2022
dated 23 December 2022 and has been notified to the MOLHR based on Receipt of Notification of the
Amendment to the Articles of Association No. AHU-AH.01.03-0331347 dated 23 December 2022
(“Deed 167/2022”).
Based on Article 3 of the Articles of Association of MAP, the purpose and objective of MAP is to engage
in large-scale trading activities based on fee or contract, other transportation support activities YTDL
(yang tidak termasuk dalam lainnya or which are not included in others), and other business support
service activities YTDL (yang tidak termasuk dalam lainnya or which are not included in others).
To achieve the abovementioned purposes and objectives, MAP may carry out business activities as
follows:
a. Large-Scale Trading based on Fee or Contract (KBLI 46100)
Carrying out business activities of an agency receiving commissions, brokers, auctions, and other
large-scale who trade commodities domestically, internationally on behalf of other parties. The
activities include the commission agents, commodity brokers, and all other large-scale who sell
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on behalf and at the risk of other parties; activities involved in joint sales and purchases or
conducting transactions on behalf of the company, including through the internet; and agents
involved in trade such as agricultural raw materials, live animals; textile raw materials and semi-
finished commodity; fuels, ores, metals and chemical industries, including fertilizers; food,
beverages, and tobacco; textiles, clothing, furs, footwear, and leather goods; timber and building
materials; machinery, including office machines and computers, industrial equipment, ships,
aircraft; furniture, household goods, and hardware; wholesale trading activities of auction houses;
commission agents for radioactive substances and ionizing radiation generators. Includes
commodity auction market organizers;
b. Other Transportation Support Activities YTTDL (KBLI 52299)
Carrying out business activities of shipping and/or packing of goods in other large volumes, other
than those included in the KBLI groups 52291 to 52298, such as shipping and/or packing services
for valuables item from sunken ship cargo and other cultural objects; and
c. Other Business Support Service Activities YTDL (KBLI 82990)
Carrying out business activities of providing other support services that cannot be classified
elsewhere, such as court reporting services and stenotype records and stenography services for
the public, live television broadcast services for meetings and conferences, bar code addressing
services, bar code printing services, fundraising organization services based on fees or contracts,
mail sorting services, storage services, parking fees using meter coins, independent auction
activities, loyalty program administration, and other supporting activities provided for businesses
that are not classified elsewhere. Including the activities of the warehouse receipt system
registration center.
Capital Structure and Shareholder’s Composition of MAP
Based on Deed 167/2022, the capital structure and shares ownership composition of MAP prior to the
Transaction became effective were as follows:
Authorized Capital : IDR175,000,000,000
Issued Capital : IDR60,050,000,000
Paid-up Capital : IDR60,050,000,000
The Authorized Capital of MAP is divided into 700,000 (seven hundred thousand) shares, with a
nominal value of IDR250,000 (two hundred and fifty thousand Rupiah).
Therefore, the composition of MAP’s share ownership is as follows:
Nominal Value of IDR250,000 per share
No. Shareholders’ Name
Number of
Nominal Value (IDR) %
Shares
1. PT Batutua Abadi Jaya 1 250,000 0.01
2. The Company 240,199 60,049,750,000 99.99
Total 240,200 60,050,000,000 100.00
Portfolio Shares 459,800 114,950,000,000 -
Disclosure Information of PT Merdeka Copper Gold Tbk 7
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Composition of the Board of Directors and Board of Commissioners of MAP
According to the Deed of Statement of Circular Resolutions in Lieu of Extraordinary
General SMeeting of Shareholders No. 96 dated 24 February 2022, made before
Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been approved by the
MOLHR by virtue of the Decree No. AHU-0013784.AH.01.02.TAHUN 2022 dated 24 February 2022,
and has been notified to the MOLHR based on the Receipt of Notification of the
Change of the Company’s Data No. AHU-AH.01.03-0123252 dated 24 February 2022,
the composition of the Board of Directors and Board of Commissioner of MAP is as follows:
Board of Commissioner
Commissioner : Albert Saputro
Board of Directors
President Director : Boyke Poerbaya Abidin
Director : Cahyono Seto
3. PBJ
PBJ, domiciled in South Jakarta, is a limited liability company established based on the Deed
of Establishment of Limited Liability Company No. 87 dated 20 November 2015, made
before Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta, which has been ratified by the
MOLHR by virtue of its Decree No. AHU-2467705.AH.01.01.TAHUN 2015 dated 20 November 2015.
PBJ’s Articles of Association have been amended several times, as lastly amended by
the Deed of Statement of Circular Resolutions in Lieu of Extraordinary General Meeting of
Shareholders No. 141 dated 19 December 2022 which was made before
Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been notified to the MOLHR based on (i) the
Receipt of Notification of Amendment to the Articles of Association No. AHU-AH.01.03-0328481;
(ii) the Receipt of Notification of the Change of the Company’s Data No. AHU-AH.01.03-0328485; and
(iii) the Receipt of Notification of the Company’s Merger No. AHU-AH.01.09-0088367,
all dated 19 December 2022 (“Deed 141/2022”).
Based on Article 3 of the Articles of Association of PBJ, the purpose and objective of PBJ is to
conduct business in the field of holding company activities.
To achieve the abovementioned purposes and objectives, PBJ may carry out business activities,
namely holding company activities (KBLI 64200), which is conducting activities as a holding
company, namely a company that controls the assets of a group of subsidiary companies and
the main activity is the ownership of the group.
Capital Structure and Shareholder’s Composition of PBJ
Based on the Deed of Statement of Circular Resolutions in Lieu of Extraordinary General Meeting
of Shareholders No. 85 dated 30 May 2022, made before Darmawan Tjoa, S.H., S.E., Notary
in Jakarta, which has been approved by the MOLHR by virtue of the Decree
No. AHU-0036220.AH.01.02.TAHUN 2022 and has been notified to the MOLHR based
on the Receipt of Notification of Amendment to the Articles of Association
No. AHU-AH.01.03-0243208, both dated 30 May 2022 juncto Deed 141/2022, the capital
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structure and share ownership composition of PBJ are as follows:
Authorized Capital : IDR200,000,000,000
Issued Capital : IDR100,183,000,000
Paid-up Capital : IDR100,183,000,000
The Authorized Capital of PBJ is divided into 200,000 (two hundred thousand) shares, with a nominal
value of IDR1,000,000 (one million Rupiah) per share.
Therefore, the composition of PBJ’s share ownership is as follows:
Nominal Value of IDR1,000,000 per share
No. Shareholders’ Name
Number of
Nominal Value (IDR) %
Shares
3. The Company 70,181 70,181,000,000 70.05
4. Garibaldi Thohir 6,953 6,953,000,000 6.94
5. PT Unitras Kapital Indonesia 2,204 2,204,000,000 2.20
6. PT Elias Aldana Manajemen 1,002 1,002,000,000 1.00
7. PT Nugraha Eka Kencana 1,501 1,501,000,000 1.50
8. Winato Kartono 10,389 10,389,000,000 10.37
9. Hardi Wijaya Liong 4,448 4,448,000,000 4.44
10. Santoso Kartono 1,403 1.403,000,000 1.40
11. Sakti Wahyu Trenggono 601 601,000,000 0.60
12. Edi Permadi 1,501 1,501,000,000 1.50
Total 100,183 100,183,000,000 100.00
Portfolio Shares 99,817 99,817,000,000 -
Composition of the Board of Directors and Board of Commissioners of PBJ
According to the Deed of Statement of Circular Resolutions of Shareholders in Lieu of Extraordinary
General Meeting of Shareholders No. 55 dated 28 April 2023, made before Darmawan Tjoa, S.H.,
S.E., Notary in Jakarta, which has been notified to the MOLHR based on the Receipt of Notification of
the Amendment to the Company’s Data No. AHU-AH.01.09-0121405 dated 27 May 2023, the
composition of the Company’s Board of Directors and Board of Commissioners of PBJ is as follows:
Board of Commissioners
President Commissioner : Albert Saputro
Commissioner : Januarius Felix Lumban Gaol
Board of Directors
President Director : Syamsul Bahri Ilyas
Director : Cahyono Seto
Director : David Thomas Fowler
Director : Boyke Poerbaya Abidin
Disclosure Information of PT Merdeka Copper Gold Tbk 9
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Transaction Value
The total value of the Transaction is a maximum of IDR229,500,000,000 (two hundred twenty-nine billion
five hundred million Rupiah).
Furthermore, the Transaction is not a material transaction as referred to in POJK 17/2020 considering that
the value of the Transaction does not reach 20% (twenty percent) of the Company’s equity value in
accordance with the Interim Consolidated Financial Statements of the Company and its subsidiaries for the
period ended on 30 September 2023 which was audited by Public Accounting Firm Tanubrata Sutanto Fahmi
Bambang & Rekan.
PBJ will become the controller of MAP after the Transaction becomes effective, in which to become
effective, PBJ and the Company are required to fulfil the requirements as stipulated in the Agreement.
Nature and Affiliation Relationship between PBJ and MAP with the Company
The nature of the Affiliation relationship of PBJ and MAP with the Company is as follows:
a. PBJ is a Controlled Company of the Company, with shares owned directly by the Company in the
amount of 70.05% (seventy-point zero five percent);
b. MAP is a Controlled Company of the Company, with shares owned both directly and indirectly by the
Company in the amount of 99.99% (ninety-nine-point nine nine percent);
c. there are members of the Board of Directors and/or members of the Board of Commissioners of PBJ
who also serve as members of the Board of Directors of the Company; and
d. there is a member of the Board of Commissioner of MAP who also serve as member of the Board of
Directors of the Company.
SUMMARY OF APPRAISER’S REPORT
KJPP who has been appointed by the Company’s Board of Directors as the independent appraiser in
accordance with the proposal letter/contract work agreement No. 186.1/IDR/DO.2/Pr-BFO/X/2023 dated
19 October 2023, has been requested to provide an assessment of and provide an opinion of the
Transaction’s fairness.
Fairness Opinion Report on Transaction
The following is a summary of the KJPP’s fairness opinion of the Transaction as stated in its report No.
00448/2.0118-00/BS/02/0596/1/XII/2023 dated 14 December 2023:
a. Transacting Parties
Proposed Transaction 1:
The transacting parties are PBJ and MAP, where PBJ is the shares subscription party and MAP is the
shares issuing party.
Proposed Transaction 2:
The transacting parties are PBJ and the Company, where PBJ as a buyer and the Company as a
seller that sells its shares in MAP.
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b. Appraisal Object
The object of the assessment is the proposed Transaction of the Conditional Shares Subscription and
Purchase in MAP by PBJ (Controlled Company of the Company), which constitutes an integrated
series of Transactions that cannot be separated.
Based on this proposed Transaction, the series of Transaction can be divided into 2 (two) inseparable
Transaction plans, as follows:
Proposed Transaction 1:
Proposed Transaction of shares subscription on MAP by PBJ.
Proposed Transaction 2:
Proposed Transaction of a conditional share purchase of the Company in MAP by PBJ.
c. Purpose and Objective of Appraisal
The purpose of the appraisal is to provide an independent appraisal of the fairness opinion on the
proposed Transaction for the purpose of implementing the Transaction.
d. Principal Limiting Assumptions and Conditions
1. This appraisal report is a non-disclaimer opinion.
2. The appraiser reviewed the legal status of documents used in the appraisal process.
3. The data and information come from trustworthy sources.
4. The financial projection used is an adjusted financial projection that reflects the fairness of the
financial projections made by management with the ability to achieve (fiduciary duty), if the
appraisal uses financial projections.
5. The appraiser is responsible for the implementation of appraisal and fairness of the financial
projections.
6. This appraisal report is disclosed to the public, except for confidential information, which may
affect the Company’s operations.
7. The appraiser is responsible for this appraisal report and the conclusion of the final score.
8. The appraiser obtained information on the legal status of the appraisal object from the assignor.
9. The assumptions and other limiting conditions are disclosed in the KJPP report.
e. Approach and Method
In accordance with the scope of the appraisal, the approaches and methods used are:
1. conducting Transaction analysis;
2. conducting a qualitative analysis of the proposed Transaction;
3. conducting a quantitative analysis of the proposed Transaction;
4. conducting an analysis of the fairness of the transaction value; and
5. conducting an analysis of other relevant factors.
f. Conclusion
The analysis results of the Transaction value of the new shares subscription of MAP by PBJ is lower
than its market value, but still within the range of its market value, which gives a conclusion that the
Transaction value is fair.
The analysis results of the Transaction value of the share purchase of the Company in MAP by PBJ
is higher than its market value but still within the range of its market value, which gives a conclusion
that the Transaction value is fair.
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The analysis results of the financial impact of the Transaction that will be conducted for the
Shareholders’ interest which gives a conclusion that conducting the Transaction will increase the
Company’s revenue and profit which can provide added value to the Company in line with the
Shareholders’ interest.
The analysis results of the business considerations from the Company’s management related to the
Transaction involving the Shareholders’ interests of the Company will control MAP through PBJ for the
development of business in leasing infrastructure supporting the mining business such as MAP’s
mining roads, which give a conclusion that the business considerations from the Company’s
management are in line with the Shareholders’ interests.
In accordance with the conclusion of the analysis results above, KJPP is of the opinion that the
Transaction is fair.
THE EFFECT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
The Effect of the Transaction on the Company's Financial Condition
The table below shows an overview of the financial condition of the Company and its subsidiaries as of
30 June 2023 before and after carrying out the Affiliated Transaction:
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(*) Expressed in US Dollar and refer to the Interim Consolidated Financial Statements of the Company and its subsidiaries for the
period ended 30 June 2023.
DESCRIPTION, CONSIDERATIONS, AND REASONS FOR THE AFFILIATED
TRANSACTION COMPARED WITH OTHER SIMILAR TRANSACTIONS WHICH ARE NOT
PERFORMED WITH AFFILIATED PARTIES
By implementing this Affiliated Transaction, it is expected that there will be an increase in efficiency and
development including but not limited to the pani gold project and business activities supporting services
from MAP. This step is expected to provide a positive impact to the Company’s revenue and profits on a
consolidated basis which ultimately creates an indirect added value for the Company's shareholders
indirectly Shareholders.
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The Transaction has also been assessed by internal procedures using similar terms and conditions if the
Transaction were conducted with a non-affiliated party, hence the terms and conditions of the Transaction
are carried out by commonly accepted business practices. Furthermore, the Transaction is also more
effective and efficient if it is carried out by the affiliated parties of the Company.
STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF
THE COMPANY
The Board of Commissioners and Board of Directors of the Company, either individually or jointly, state that
all material information related to the Transaction has been disclosed and the information is not misleading
and the Transaction is not considered a Conflict of Interest Transaction as referred to POJK 42/2020 and
is not a material transaction as referred to POJK 17/2020 considering that the Transaction value does not
reach 20% (twenty percent) of the Company’s equity value in accordance with the Interim Consolidated
Financial Statements of the Company and its subsidiaries for the period ended on 30 September 2023
which was audited by Tanubrata Sutanto Fahmi Bambang & Rekan as Public Accountant Firm.
The Board of Directors of the Company stated that the Transaction was carried out in accordance with the
procedures owned by the Company as required in POJK 42/2020 to ensure that Affiliated Transaction have
been carried out in accordance with prevailing regulations and generally accepted business practices.
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ADDITIONAL INFORMATION
For further information, you can contact the Company at the following address:
PT Merdeka Copper Gold Tbk
Corporate Secretary
Treasury Tower, 67-68th floor, District 8 SCBD Lot. 28
Jl. Jend. Sudirman Kav. 52-53, Senayan, Kebayoran Baru, South Jakarta 12190, DKI Jakarta, Indonesia
Telephone: +62 21 3952 5580; Facsimile: +62 21 3952 5589
E-mail: corporate.secretary@merdekacoppergold.com
Website: www.merdekacoppergold.com
Initial:
Disclosure Information of PT Merdeka Copper Gold Tbk 15
Names mentioned 0 people and organisations named in the text · linked when the evidence is strong
The name pass has not read this document yet.
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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confidence 0.091
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12 Sep 2026 21:46
Raw output
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'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
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'ticker': '',
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