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20231128_DSSA_Laporan Informasi dan Fakta Material_31543153_lamp1.pdf
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INFORMATION DISCLOSURE TO THE SHAREHOLDERS OF
PT DIAN SWASTATIKA SENTOSA TBK
(“INFORMATION DISCLOSURE”)
THIS INFORMATION DISCLOSURE IS PREPARED BY PT DIAN SWASTATIKA
SENTOSA TBK IN COMPLIANCE WITH FINANCIAL SERVICES AUTHORITY
REGULATION NUMBER 42/POJK.04/2020 DATED JULY 2, 2020, ON AFFILIATED
TRANSACTIONS AND CONFLICT-OF-INTEREST TRANSACTIONS. THE
TRANSACTION AS STATED IN THIS INFORMATION DISCLOSURE IS AN
AFFILIATED TRANSACTION BUT IT IS NOT A CONFLICT-OF-INTEREST
TRANSACTION AS REFERRED TO IN FINANCIAL SERVICES AUTHORITY
REGULATION NUMBER 42/POJK.04/2020.
If you have difficulties understanding the information contained in this Information Disclosure, you
should consult a legal advisor, public accountant, financial advisor, or other professionals.
PT Dian Swastatika Sentosa Tbk
(”Company”)
Business Activities
Power and steam generation, wholesale trading, real estate development and services, infrastructure,
management consulting, and holding company
Head Office
Sinar Mas Land Plaza, Tower 2, 24th Floor
Jl. M.H. Thamrin No. 51
Central Jakarta 10350
Indonesia
Telephone: +6221 31990258
Facsimile: +6221 31990259
Email: corsec@dss.co.id
Website: www.dssa.co.id
This Information Disclosure is issued in Jakarta on November 28, 2023
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I. DEFINITIONS
DMGE : means PT Daya Mas Geopatra Energi, a limited liability
company incorporated under and subject to the laws of the
Republic of Indonesia, an indirect subsidiary of the
Company through the Company’s share ownership in PMS
DMGP : means PT Daya Mas Geopatra Pangrango, a limited
liability company incorporated under and subject to the
laws of the Republic of Indonesia, a direct subsidiary of
DMGE with 99.99% share ownership
NRE : means New and Renewable Energy, an energy source that
is available in nature and can be utilized continuously,
which is one of the solutions to minimize the negative
impacts of rising temperatures and climate change
ESDM : means the Ministry of Energy and Mineral Resources
GSEP : means PT Geopatra Solusindo Energi Pratama, a limited
liability company incorporated under and subject to the
laws of the Republic of Indonesia, a minority shareholder
of DMGE
Information Disclosure : means the information disclosed by the Company as
contained in this announcement
Project Site : means the region of Cipanas, Cianjur Regency, West Java
Province, covering an area of 3,180 hectares which has
been designated as the assignment area for geothermal
preliminary survey and exploration based on Decree of
ESDM No. 6.K/EK.04/DJE/2022 dated January 21, 2022
MOLHR : means the Minister of Law and Human Rights of the
Republic of Indonesia
OJK : means the Financial Services Authority, as referred to in the
Law of the Republic of Indonesia Number 21 of 2011 on
Financial Services Authority
Company : means PT Dian Swastatika Sentosa Tbk, a public limited
liability company incorporated under and subject to the
laws of the Republic of Indonesia
PMS : means PT DSSP Power Mas Sejahtera, a limited liability
company incorporated under and subject to the laws of the
Republic of Indonesia, an indirect subsidiary of the
Company with 99.99% effective share ownership, and a
majority shareholder of DMGE
POJK 42/2020 : means OJK Regulation Number 42/POJK.04/2020 on
Affiliated Transactions and Conflict-of-Interest
Transactions
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Sisminbakum : means the Legal Entity Administration System of the
Directorate General of General Legal Administration of the
Ministry of Law and Human Rights
Transaction : means the transaction as described in Section II of this
Information Disclosure
II. INTRODUCTION
The information as stated in this Information Disclosure is conveyed to the shareholders of the
Company to provide complete information and description in connection with the Transaction.
To support the business development of DMGE and DMGP in the geothermal energy utilization sector,
on November 27, 2023, the Company, through PMS, increased its equity participation in DMGE by
subscribing to all new shares issued by DMGE of 165,912 (one hundred sixty-five thousand nine
hundred and twelve) shares with a nominal value of Rp165,912,000,000 (one hundred sixty-five billion
nine hundred twelve million Rupiah) (“Transaction”).
Based on the Company's Interim Consolidated Financial Statements for the period ended June 30, 2023,
which had been limitedly reviewed by Public Accounting Firm Mirawati Sensi Idris, the Transaction
is not a material transaction as referred to in OJK Regulation Number 17/POJK.04/2020 on Material
Transactions and Changes of Business Activities, since the Transaction value does not exceed 20% of
the Company's equity value.
This transaction is an affiliated transaction but it is not a conflict-of-interest transaction as referred to
in POJK 42/2020, since there is no discrepancy between the economic interests of the Company and
the personal economic interests of the members of the Board of Directors, members of the Board of
Commissioners, and ultimate shareholders of the Company that may harm the Company.
III. DESCRIPTION OF THE TRANSACTION
1. BACKGROUND AND CONSIDERATIONS OF THE TRANSACTION
In line with the government's policy to achieve net zero emissions by 2060, in 2022, the Company
established DMGE and DMGP to explore the opportunities for developing NRE business through
the utilization of geothermal energy in Indonesia.
On June 15, 2022, ESDM through the Decree of the Minister of Investment/Head of the Investment
Coordinating Board issued a Geothermal Preliminary Survey and Exploration Assignment (PSPE)
at the Project Site to DMGP. Currently, DMGP has carried out the pre-feasibility study stage at the
Project Site. However, to increase the confidence level in the geothermal energy potential at the
Project Site, a more detailed survey is necessary. Therefore, DMGE and DMGP require additional
working capital.
Considering the limited number of financial institutions currently willing to provide funding for the
geothermal exploration phase, to support the business activities of DMGE and DMGP, the Company
through PMS carried out the Transaction.
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2. SHARE OWNERSHIP STRUCTURE BEFORE AND AFTER THE TRANSACTION
Pre-Transaction Post Transaction
Description:
With the completion of the Transaction, the share ownership of PMS in DMGE increased from 90.00%
to 99.99%. The capital injected into DMGE will further be injected into DMGP to support DMGP's
business activities.
3. PURPOSE AND BENEFITS OF THE TRANSACTION TO THE COMPANY
This Transaction is expected to provide the following benefits:
• support the Company's strategic plan in exploring the NRE business
• strengthen DMGE’s capital to support DMGP in conducting preliminary studies and exploration
to develop the geothermal energy utilization business
4. OBJECT AND VALUE OF THE TRANSACTION
The object of the Transaction is the issuance of 165,912 (one hundred sixty-five thousand nine
hundred and twelve) new shares by DMGE which are fully subscribed by PMS.
The value of the Transaction is Rp165,912,000,000 (one hundred sixty-five billion nine hundred
twelve million Rupiah).
5. DOCUMENT OF THE TRANSACTION
The transaction has been ratified by the Deed of Declaration of Shareholders Resolution of DMGE
No. 45 dated November 27, 2023, made before Notary Lanawaty Darmadi, S.H., M.M., M.Kn.
which has received approval from MOLHR based on Decree No. AHU-
0073588.AHU.01.02.TAHUN 2023 dated November 27, 2023 (“Deed No. 45”).
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The following is the summary of the contents of Deed No. 45 in connection with the Transaction:
Parties to the Transaction : • PMS
• GSEP
(hereinafter PMS and GSEP are collectively referred to
as "Parties")
Agreement on the Transaction : • The Parties agreed to increase the authorized capital of
DMGE from Rp35,000,000,000 (thirty-five billion
Rupiah) to Rp300,000,000,000 (three hundred billion
Rupiah)
• The Parties agreed to increase the issued and paid-up
capital of DMGE through the issuance of 165,912 (one
hundred sixty-five thousand nine hundred and twelve)
new shares, each with a nominal value of Rp1,000,000
(one million Rupiah) or a total of Rp165,912,000,000
(one hundred sixty-five billion nine hundred twelve
million Rupiah), so that the issued and paid up capital of
DMGE which originally amounted to Rp18,230,000,000
(eighteen billion two hundred and thirty million Rupiah)
increased to Rp184,142,000,000 (one hundred eighty-
four billion one hundred forty-two million Rupiah) which
is divided into 184,142 (one hundred eighty-four
thousand one hundred and forty-two) shares
• The Parties agreed that the new shares will be fully
subscribed by PMS
6. PARTIES INVOLVED IN THE TRANSACTION
a. PT DSSP Power Mas Sejahtera (“PMS”)
i. Brief Profile
PMS is a limited liability company incorporated under the laws of the Republic of Indonesia
and domiciled in Central Jakarta, with head office located at Sinar Mas Land Plaza, Tower 2,
24th Floor, Jl. M.H. Thamrin No. 51, Central Jakarta 10350, telephone number: +6221
31990258, facsimile number: +6221 31990259, and email address: corsec@dss.co.id.
PMS was incorporated based on the Deed of Incorporation of PT DSSP Power Mas Sejahtera
No. 10 dated May 18, 2015, made before Notary Lanawaty Darmadi, S.H., M.Kn. The deed
has been approved by the MOLHR based on Decree No. AHU-2439495.AH.01.01.TAHUN
2015 dated May 19, 2015, and has been published in the State Gazette of the Republic of
Indonesia No. 55 dated July 10, 2015, Supplement No. 36847.
PMS has amended its articles of association several times, with the latest amendment on the
increase in authorized capital and issued and paid-up capital as stated in the Deed of
Declaration of Shareholders Resolution No. 42 dated November 24, 2023, made before Notary
Lanawaty Darmadi, S.H., M.M., M.Kn., which has been approved by the MOLHR based on
Decree No. AHU-0073191.AH.01.02.TAHUN 2023 dated November 24, 2023, and recorded
in the legal entity administration system of the MOLHR as stated in the Receipt of Notification
of Amendments to the Articles of Association No. AHU-AH.01.03-0146881.
ii. Purpose, Objective, and Business Activities
The purpose and objective of PMS is to conduct businesses in the field of other management
consulting activities and wholesale trading of various goods.
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To achieve such purpose and objective, PMS may carry out business activities, among others,
as follows:
• management and business consulting, advisory, guidance and business operational and
other organizational and management issues services, such as investment activities,
strategic and organizational planning; decisions relating to finance; marketing objectives
and policies; human resources planning, practices, and policies; production planning and
control scheduling
• businesses in the field of trade, which includes import and export trade, between
islands/regions and locally, for goods produced by oneself and the products of other
companies, as well as acting as an agent, purveyor, supplier, franchiser, distributor, and as
representatives from other corporate bodies, both domestic and foreign, as well as trading
in various other goods
iii. Shareholders' Composition
The current shareholders composition of PMS is as follows:
Shareholders Percentage (%)
1. PT Daya Anugerah Sejati Utama 99.99
2. The Company 0.00
Total 100.00
iv. Management and Supervision
The current compositions of members of the Board of Commissioners and the Board of
Directors of PMS are as follows:
Board of Commissioners
President Commissioner : Hermawan Tarjono
Commissioner : Alex Sutanto
Board of Directors
President Director : Lokita Prasetya
Director : Edwin Tedjasukmana
b. PT Daya Mas Geopatra Energi (“DMGE”)
i. Brief Profile
DMGE is a limited liability company incorporated under the laws of the Republic of Indonesia
and domiciled in Central Jakarta, with head office located at Sinar Mas Land Plaza, Tower 2,
24th Floor, Jl. M.H. Thamrin No. 51, Central Jakarta 10350, telephone number: +6221
31990258, facsimile number: +6221 31990259, and email address: corsec@dss.co.id.
DMGE was incorporated based on the Deed of Incorporation of PT Daya Mas Geopatra
Energi No. 09 dated February 18, 2022, made before Notary Lanawaty Darmadi, S.H., M.M.,
M.Kn. The deed has been approved by the MOLHR based on Decree No. AHU-
0012651.AH.01.01.TAHUN 2022 dated February 18, 2022, and has been announced in the
State Gazette of the Republic of Indonesia No. 15 dated February 22, 2022, Supplement No.
7292.
DMGE has amended its articles of association several times, with the latest amendment prior
to the Transaction is on the increase in issued and paid-up capital as stated in the Deed of
Declaration of Shareholders Resolution No. 56 dated May 24, 2023, made before Notary
Lanawaty Darmadi, S.H., M.M., M.Kn., which has been recorded in the legal entity
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administration system of the MOLHR as stated in the Receipt of Notification of Amendments
to the Articles of Association No. AHU-AH.01.03-0069591 dated May 29, 2023.
ii. Purpose, Objective, and Business Activities
The purpose and objective of DMGE are to conduct businesses in the field of geothermal
energy and holding company activities.
To achieve such purpose and objective, DMGE may carry out business activities, among
others, as follows:
• business activities of geothermal energy exploration and drilling and other activities related
to the exploitation of geothermal energy up to the place of its utilization
• business activities of a holding company, including advisory and negotiator services in
designing corporate mergers and acquisitions
iii. Shareholders' Composition
The shareholders compositions of DMGE before and after the Transaction are as follows:
Percentage (%)
Shareholders
Pre-Transaction Post Transaction
1. PMS 90.00 99.01
2. GSEP 10.00 0.99
Total 100.00 100.00
iv. Management and Supervision
The current compositions of members of the Board of Commissioners and the Board of
Directors of DMGE are as follows:
Board of Commissioners
President Commissioner : Hermawan Tarjono
Commissioner : Alex Sutanto
Commissioner : Edi Permadi
Commissioner : Andre Pratama
Board of Directors
President Director : Lokita Prasetya
Director : Huddie Dewanto
Director : Wilson Kurniawan
Director : Eben Ezer Siahaan
Director : Edwin Tedjasukmana
c. PT Geopatra Solusindo Energi Pratama (“GSEP”)
GSEP is a third party that is not affiliated with the Company.
7. NATURE OF AFFILIATED RELATIONSHIP
This Transaction is an affiliated transaction as referred to in POJK 42/2020, since PMS and DMGE
are both indirect subsidiaries of the Company. Moreover, there are similarities in the management
between PMS and DMGE. Mr. Hermawan Tarjono, Mr. Alex Sutanto, and Mr. Lokita Prasetya each
serve as President Commissioner, Commissioner, and President Director respectively in PMS and
DMGE.
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IV. INDEPENDENT PARTY APPOINTED BY THE COMPANY
The independent party appointed by the Company is:
Mrs. Lidia of the Public Appraisal Firm Tobing Panuturi and Partners, as the independent
appraiser appointed by the Company to conduct valuation and provide a fair opinion on the Transaction.
Address : Rukan The Walk No. 38, Jakarta Garden City, Cakung Timur, Cakung, Jakarta Timur
13910
Telephone : +6221 4614889
V. EFFECT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
The following pro-forma consolidated statement of financial position and pro-forma consolidated
statement of profit or loss and other comprehensive income are prepared to show the impact of the
Transaction, assuming that the Transaction occurred on June 30, 2023.
Pro-forma Consolidated Statement of Financial Position
(in thousands USD)
Pre- Impact of the Post
Transaction Transaction Transaction
June 30, 2023 June 30, 2023
ASSETS
Current Assets 2,358,730 - 2,358,730
Noncurrent Assets 4,279,193 4,509 4,283,702
Total Assets 6,637,923 4,509 6,642,432
LIABILITIES AND EQUITY
Liabilities
Current Liabilities 1,288,805 - 1,288,805
Noncurrent Liabilities 1,722,200 - 1,722,200
Total Liabilities 3,011,005 - 3,011,005
Equity
Equity Attributable to Owners
2,309,970 4,509 2,314,479
of the Parent Company
Non-controlling Interests 1,316,948 - 1,316,948
Total Equity 3,626,918 4,509 3,631,427
Total Liabilities and Equity 6,637,923 4,509 6,642,432
Pro-forma Consolidated Statement of Profit or Loss and Other Comprehensive Income
(in thousands USD)
Pre- Impact of the Post
Transaction Transaction Transaction
June 30, 2023 June 30, 2023
Revenues 3,187,970 - 3,187,970
Gross Profit 1,434,956 - 1,434,956
Profit before Tax 909,423 (1,615) 907,808
Profit for the Period 653,522 (1,615) 651,907
The assumptions used to prepare the Company's pro-forma consolidated statements, among others, are
as follows:
1. The Transaction occurred on June 30, 2023
2. The exchange rate was Bank Indonesia's middle rate as of June 30, 2023, of Rp15,026/USD
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VI. INDEPENDENT APPRAISER OPINION
Public Appraisal Firm Tobing Panuturi and Partners (“TOPAZ”) is a registered Public Appraisal Firm
based on the Decree of the Minister of Finance of the Republic of Indonesia No. 387/KM.1/2020 and
has been registered as a Capital Market Supporting Profession at OJK with Capital Market Supporting
Professional Registration Certificate No. S-815/PM.223/2021 and Business License No. 2.20.0171.
The Company appointed TOPAZ to conduct valuation and provide a fair opinion on the Transaction
which is an increase in issued and paid-up capital by PMS in DMGE.
TOPAZ as an independent appraiser stated that it has no affiliation, either directly or indirectly, with
the Company as defined in the Law of Capital Market.
The following is the summary of the independent appraiser report as stated in the Fairness Opinion
Report No. 00409/2.0171-00/BS/02/0481/1/XI/2023 dated November 24, 2023, on the Transaction of
the increase in issued and paid-up capital by PMS in DMGE.
1. Parties to the Transaction
Parties involved in the Transaction are as follows:
a. PMS
b. GSEP
2. Object of the Transaction
The object of the Transaction is an affiliated transaction which is the increase in issued and paid-up
capital by PMS in DMGE.
The value of the object of the Transaction is Rp165,912,000,000 (one hundred sixty-five billion
nine hundred twelve million Rupiah).
3. Purpose and Objective of the Fairness Opinion
The purpose and objective of this fairness opinion is to provide a fair opinion on the Company’s
Transaction, as well as to comply with POJK 42/2020.
4. Assumptions and Limiting Conditions
• TOPAZ has reviewed the documents used in the fairness opinion process.
• In preparing this report, TOPAZ relied on the accuracy and completeness of the information
provided by the Company and/or data obtained from publicly available information and other
information and research that TOPAZ considered relevant.
• The assignor stated that all material information relating to the assignment of the fairness opinion
has been fully disclosed to TOPAZ and there was no reduction in important facts.
• TOPAZ used financial projections before and after the Transaction as well as proforma financial
statements submitted by the Company to reflect the fairness of financial projections and their
ability to achieve (fiduciary duty).
• The reports issued are available for the public unless there is confidential information, which
could affect the Company’s operations.
• TOPAZ is responsible for the fairness opinion report and its conclusions.
• TOPAZ has obtained information on the legal status of the object of the fairness opinion from
the assignor.
• This fairness opinion report is intended to fulfill the interests of the capital market and comply
with OJK regulations and is not for tax purposes.
• This fairness opinion is prepared based on market and economic conditions, general business and
financial conditions, as well as government regulations related to the Transaction that will be
carried out on the date this opinion is issued.
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• In preparing this fairness opinion, TOPAZ used several assumptions, such as the fulfillment of
all conditions and obligations of the Company and all parties involved in the Transaction as well
as the accuracy of information regarding the Transaction disclosed by the Company’s
management.
• This fairness opinion must be viewed as a single unit and the use of part of the analysis and
information without considering other information and analysis as a whole can lead to misleading
views and conclusions regarding the process underlying the fairness opinion. Preparing a fair
opinion is a complex process and may not be possible without a complete analysis.
• TOPAZ also assumed that from the date of issuance of this fairness opinion until the date of the
Transaction there will be no changes that materially affect the assumptions used in the
preparation of this fairness opinion. TOPAZ is not responsible for reaffirming or supplementing,
or updating TOPAZ's opinion due to changes in assumptions and conditions as well as events
that occur after the date of this report.
Limitations
• TOPAZ did not perform a due diligence process on the entities or parties carrying out the
Transaction.
• In conducting the analysis, TOPAZ assumed and relied on the accuracy, reliability, and
completeness of all financial information and other information provided to TOPAZ by the
Company or information which is publicly available and is essentially true, complete, and not
misleading, and TOPAZ was not responsible to carry out an independent examination of such
information. TOPAZ also relied on assurances from the Company’s management that they were
not aware of any facts that would cause the information provided to TOPAZ to be incomplete or
misleading.
• The analysis of the fairness opinion on this corporate action was prepared using the data and
information as disclosed above. Any changes to such data and information can materially affect
the final result of TOPAZ’s opinion. Therefore, TOPAZ is not responsible for changes in the
conclusions of TOPAZ’s fairness opinion due to changes in such data and information.
• TOPAZ did not provide an opinion on the tax impact of this Transaction. The services that
TOPAZ provided to the Company in connection with this Transaction were only the provision
of a fair opinion on the Transaction and not accounting, audit, or tax services. TOPAZ did not
conduct research on the validity of the Transaction from the legal aspect and the tax aspect
implications of the Transaction.
• TOPAZ's work related to this Transaction did not constitute, and could not be construed to
constitute in any form, a review or audit or implementation of certain procedures on financial
information. Nor should such work be intended to reveal weaknesses in internal controls, errors
or irregularities in financial reporting or violations of the law. Moreover, TOPAZ did not have
the authority and was not in a position to obtain and analyze other forms of transactions outside
of existing corporate actions that may be available to the Company and the impact of these
transactions on this corporate action.
5. Approach and Methodology of the Fairness Opinion
In preparing the fairness opinion report on the Transaction, TOPAZ referred to OJK Regulation
Number 35/POJK.04/2020 on Valuation and Presentation of Business Valuation Reports in Capital
Market, in which the analyses comprise of the following matters:
a. Analysis of the Transaction
b. Qualitative and quantitative analysis of the Transaction
c. Analysis of the fairness of the Transaction value
d. Analysis of other relevant factors
6. Fairness Opinion on the Transaction
Based on the fairness analyses of the Transaction which include: analysis of the Transaction,
qualitative and quantitative analysis of the Transaction, analysis of the fairness of the Transaction
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value, and analysis of other relevant factors, in the opinion of TOPAZ, the Transaction of the
increase in issued and paid-up capital by PMS in DMGE is FAIR.
VII. STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF
COMMISSIONERS
The Board of Directors and the Board of Commissioners of the Company are fully responsible for the
accuracy of all information contained in this Information Disclosure and state that they have fully
disclosed the material facts and there are no other material facts that are not included, which could
provide a misleading understanding in connection with the Transaction.
The Board of Directors and the Board of Commissioners of the Company state that this Transaction is
an affiliated transaction but it is not a conflict-of-interest transaction as referred to in POJK 42/2020,
since there is no discrepancy between the economic interests of the Company and the personal
economic interests of the members of the Board of Directors, members of the Board of Commissioners,
and ultimate shareholders of the Company that may harm the Company.
VIII. ADDITIONAL INFORMATION
To obtain additional information in connection with the Transaction, shareholders of the Company may
contact the Corporate Secretary of the Company, during working days and hours, to the following
address:
Corporate Secretary
PT Dian Swastatika Sentosa Tbk
Sinar Mas Land Plaza, Tower 2, 24th Floor
Jl. M.H. Thamrin No. 51
Central Jakarta 10350
Indonesia
Telephone: +6221 31990258
Facsimile: +6221 31990259
Email: corsec@dss.co.id
Website: www.dssa.co.id
Jakarta, November 28, 2023
Board of Directors of the Company
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