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20231114_MEDC_Laporan Informasi dan Fakta Material_31519371_lamp1.pdf
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UNOFFICIAL TRANSLATION
DISCLOSURE OF INFORMATION TO SHAREHOLDERS
(“DISCLOSURE OF INFORMATION”)
PT MEDCO ENERGI INTERNASIONAL TBK (THE “COMPANY”)
THIS DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS IS PROVIDED BY THE COMPANY IN
COMPLIANCE WITH (A) THE FINANCIAL SERVICES AUTHORITY (“OJK”) REGULATION NO.
17/POJK.04/2020 ON MATERIAL TRANSACTION AND CHANGE OF BUSINESS ACTIVITY (“OJK
REGULATION 17/2020”), (B) OJK REGULATION NO. 42/POJK.04/2020 ON AFFILIATED TRANSACTION AND
CONFLICT OF INTEREST TRANSACTION; (C) OJK REGULATION NO. 31/POJK.04/2015 ON DISCLOSURE
OF MATERIAL INFORMATION OR FACTS BY THE ISSUER OR PUBLIC COMPANY (“OJK REGULATION
31/2015”), AND (D) INDONESIAN STOCK EXCHANGE (“IDX”) REGULATION NO. I-E ON THE OBLIGATION
TO SUBMIT INFORMATION, ATTACHMENT TO THE IDX BOARD OF DIRECTORS DECISION LETTER NO.
KEP-00066/BEI/09-2022 (“IDX REGULATION I-E”).
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS STATED THAT THE TRANSACTION
CONSTITUTES A MATERIAL TRANSACTION OF THE COMPANY UNDER OJK REGULATION 17/2020,
HOWEVER, THE TRANSACTION DOES NOT REQUIRE A GENERAL MEETING OF SHAREHOLDERS’
(“GMS”) APPROVAL AND THE COMPANY IS EXEMPT FROM OBTAINING APPRAISAL REPORTS AND/OR
FAIRNESS OPINION BECAUSE THE TRANSACTION IS CONDUCTED BETWEEN A PUBLIC COMPANY AND
A CONTROLLED COMPANY WITH AT LEAST 99% SHAREHOLDING AND TRANSACTIONS OCCURING
AMONG CONTROLLED COMPANIES, WITH AT LEAST 99% OWNERSHIP BY THE COMPANY.
THE INFORMATION AS STATED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ
AND CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY.
IF YOU FIND ANY DIFFICULTY TO UNDERSTAND THE INFORMATION AS STATED IN THIS DISCLOSURE
OF INFORMATION PLEASE CONSULT WITH YOUR LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL
ADVISOR OR OTHER PROFESSIONALS.
THE BOARD OF DIRECTORS OF THE COMPANY STATED THAT THE INFORMATION AS STATED IN THIS
DISCLOSURE OF INFORMATION IS FOR THE PURPOSE OF PROVIDING INFORMATION AND COMPLETE
DESCRIPTION TO THE COMPANY’S SHAREHOLDERS REGARDING THE TRANSACTION AS PART OF THE
COMPLIANCE OF THE COMPANY WITH OJK REGULATION 17/2020, OJK REGULATION 42/2020, OJK
REGULATION 31/2015 AND IDX REGULATION I-E.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, SEVERALLY
AND JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND THE COMPLETENESS OF THE
INFORMATION AS STATED IN THIS DISCLOSURE OF INFORMATION. THE BOARD OF DIRECTORS AND
THE BOARD OF COMMISSIONERS OF THE COMPANY DECLARE THAT THE INFORMATION STATED IN
THIS DISCLOSURE OF INFORMATION IS COMPLETE AND AFTER GIVING DUE AND CAREFUL
EXAMINATION, EMPHASIZE THAT THE INFORMATION STATED IN THIS DISCLOSURE OF INFORMATION
IS CORRECT AND THAT THERE ARE NO IMPORTANT MATERIAL AND RELEVANT FACTS WHICH ARE
NOT DISCLOSED OR OMITTED IN THIS DISCLOSURE OF INFORMATION WHICH CAN CAUSE THE
INFORMATION STATED HEREIN TO BE UNTRUE AND/OR MISLEADING.
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PT MEDCO ENERGI INTERNASIONAL TBK
Main Business Activities:
Holding and other management consulting activities
Domiciled in South Jakarta, Indonesia
Head Office:
The Energy Building 53 – 55 Floor, SCBD Lot. 11 A
Jalan Jenderal Sudirman Kav. 52 - 53
Jakarta 12190 – Indonesia
Telephone: +62-21 29953000
Facsimile: +62-21 29953001
Email: corporate.secretary@medcoenergi.com
Website: www.medcoenergi.com
This Disclosure of Information is published in Jakarta on 14 November 2023
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DEFINITION AND ABBREVIATION
Public Accountant means Purwantono, Sungkoro & Surja, as an independent auditor, who audited
the Company’s financial statements.
Director means the member of Board of Directors serving in the Company as of the date of this
Disclosure of Information.
Business Day means Days (except Saturday or Sunday or holidays set forth by the Government)
where commercial banks are open for business in Indonesia.
MOLHR means Ministry of Law and Human Rights of the Republic of Indonesia.
Disclosure of Information means this Disclosure of Information provided to the Company’s
Shareholders in order to fulfil requirements under OJK Regulation 17/2020, OJK Regulation 31/2015
and IDX Regulation I-E.
Commissioners means the members of the Board of Commissioners serving in the Company as of
the date of this Disclosure of Information.
Company’s Consolidated Financial Statement means Consolidated Financial Statement of the
Company as of 30 June 2023 which has been audited by the Public Accountant.
MEG means Medco Energi Global Pte. Ltd., a wholly owned indirect subsidiary of the Company through
Medco Strait Services Pte. Ltd (“MSS”).
MMT means Medco Maple Tree Pte. Ltd., a wholly owned indirect subsidiary of the Company through
MSS.
Minister means Minister of Law and Human Rights of the Republic of Indonesia.
Financial Services Authotity or OJK means Financial Services Authority (Otoritas Jasa Keuangan),
an independent state institution, whose duties and authorities covers regulatory, supervisory,
inspection, and investigation within the sector of Capital Markets, Insurance, Pension Funds, Financial
Institution and other Financial Service Bodies as stipulated in Law No. 21 of 2011 dated 22 November
2011 (on Financial Services Authority as the substitute body of Bapepam-LK effective since 31
December 2012) as lastly amended by Law 4/2023.
Shareholders means the Company’s shareholders whose names are registered in the Company’s
shareholders register.
IDX Regulation I-E means IDX Regulation No. I-E on the Obligation to Submit Information, IDX
Directors Decision Letter No. Kep-00066/BEI/09-2022 along with its attachments.
Company means PT Medco Energi Internasional Tbk., domiciled in South Jakarta, a publicly limited
liability company whose shares are listed on Indonesian Stock Exchange, duly established and
organized under the laws of the Republic of Indonesia.
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Controlled Company means any company which is directly or indirectly controlled by the Company as
defined under OJK Regulation 17/2020.
Loan Agreement Company – MEG means Intercompany Loan Agreement dated 30 October 2023,
made by and between the Company (as Borrower) and MEG (as Lender).
Loan Agreement MEG – MMT means Intercompany Loan Agreement dated 30 October 2023, made
by and between the MEG (as Borrower) and MMT (as Lender).
OJK Regulation 31/2015 means OJK Regulation No. 31/POJK.04/2015, promulgated on 22 December
2015 on the Disclosure of Material Information or Fact by the Issuer or Public Company.
OJK Regulation 17/2020 means OJK Regulation No. 17/POJK.04/2020, promulgated on 21 April 2020
on Material Transaction and Change of Business Activity.
OJK Regulation 42/2020 means OJK Regulation No. 42/POJK.04/2020, promulgated on 2 July 2020
on Affiliated Transaction and Conflict of Interest Transaction.
Transactions means transaction of the (i) Loan Agreement MEG – MMT and (ii) Loan Agreement MEG
– MMT.
USD means United States of America Dollar, a legal currency of the United States of America.
Law 4/2023 means Law Number 4 of 2023, promulgated on 12 January 2023, on Development and
Strengthening of the Financial Sector.
Capital Markets Law means Law Number 8 of 1995, promulgated on 1 January 1995 on Capital
Markets, as lastly amended by Law 4/2023.
RECITALS
Information contained in this Disclosure of Information is delivered to the Company’s shareholders by
the Company’s Board of Directors in relation to the Transactions, where the Company has agreed to
the Loan Agreement Company – MEG, and between MEG and MMT, the Loan Agreement MEG – MMT
has been agreed upon.
The Transactions conducted by the Company, as well as MEG and MMT as Controlled Companies of
the Company, are considered material transactions under OJK Regulation 17/2020, where the value of
each Loan Agreement MEG – MMT and Loan Agreement MEG – MMT exceeds the materiality
threshold, which is at least 20% (twenty percent) or more of the Company’s equity value. In this case,
(i) Loan Agreement MEG – MMT is equivalent to 25.66% (twenty five point six six percent) of the equity
value of the Company based on the Company’s Consolidated Financial Statement and (ii) Loan
Agreement MEG – MMT is equivalent to 25.66% (twenty five point six six percent) of the equity value
of the Company based on the Company’s Consolidated Financial Statement. However, given that the
transactions of the Loan Agreement Company – MEG and Loan Agreement MEG – MMT are conducted
between the Company with the Controlled Company, in which the Company owns at least 99% (ninety
nine percent) of the shares, and the transactions among the Controlled Companies, with at least 99%
(ninety nine percent) ownership by the Company, based on Article 11 letter a POJK 17/2020, an
exemption is granted for using an appraiser to determine the fair value of the object of a material
transaction and/or the fairness of the transaction.
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Furthermore, the Transactions are affiliated transactions as per POJK 42/2020, as MEG is a wholly
owned subsidiary indirectly held by the Company through MSS, and MMT is a wholly owned subsidiary
indirectly held by the Company through MSS. According to Article 24 POJK 42/2020, if the value of the
Affiliated Transaction meets the criteria of a material transaction as referred to in POJK 17/2020, the
public company is only required to comply with the provisions of POJK 17/2020.
In accordance with the applicable laws and regulations specifically OJK Regulation 17/2020, the Board
of Directors of the Company announces this Disclosure of Information to provide information to the
Company’s shareholders regarding the implementation of the Transactions and fulfilment of obligation
in accordance with the applicable laws and regulations.
DESCRIPTION OF THE TRANSACTIONS
1. TRANSACTION OBJECT
(a) Loan Agreement Company – MEG
(i) Loan Amount:
Amounting to USD 480,182,304 (four hundred eighty million one hundred eighty-two
thousand three hundred four United States Dollars).
(ii) Principal Debt Payment Due Date:
The due date will be determined at a later time when the Company submits the loan
application to MEG.
(iii) Default Interest:
In the event the Company fails to make the loan payment on the due date, the Company
shall pay default interest to MEG, which will be determined at a later time when the
Company submits the loan application to MEG.
(iv) Loan Purpose:
Each loan must be exclusively utilized by the Company for, among other things,
conducting tenders, refinancing or paying off the existing debts of the Company or
replacing committed facilities that have not been drawn.
(v) Guarantee:
There is no guarantee.
(vi) Negative Covenant:
There is no negative covenant.
(b) Loan Agreement MEG – MMT
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(i) Loan Amount:
Amounting to USD 480,182,304 (four hundred eighty million one hundred eighty-two
thousand three hundred four United States Dollars).
(ii) Principal Debt Payment Due Date:
The due date will be determined at a later time when MEG submits the loan application
to MMT.
(iii) Default Interest:
In the event MEG fails to make the loan payment on the due date, MEG shall pay
default interest to MMT, which will be determined at a later time when MEG submits the
loan application to MMT.
(iv) Loan Purpose:
Each loan must be exclusively utilized by MEG for, among other things, conducting
tenders, refinancing or paying off the existing debts of MEG or replacing committed
facilities that have not been drawn.
(v) Guarantee:
There is no guarantee.
(vi) Negative Covenant:
There is no negative covenant.
2. THE PARTIES INVOLVED IN THE TRANSACTION OF THE ISSUANCE OF THE NOTES
(a) The Company as the Parent Guarantor
Brief Summary
The Company was established as a Domestic Investment Company based on Law No.
6 of 1968 as amended by Law No. 12 of 1970 and most recently amended by Law No.
25 of 2007 on Investments and Law No. 11 of 2020 on Job Creation, established by
Deed of Establishment No. 19 dated 9 June 1980 as amended by Deed of Amendment
No. 29 dated 25 August 1980 and Deed of Amendment No. 2 dated 2 March 1981, all
of which were drawn before Imas Fatimah, S.H., Notary in Jakarta, which deeds have
been approved by the Minister of Justice of the Republic of Indonesia (as amended
from time to time and as of now MOLHR) by virtue of the Decree No. Y.A.5/192/4 dated
7 April 1981 and registered in the Jakarta District Court under No. 1348, No. 1349 and
No. 1350 consecutively, all dated 16 April 1981 and was announced in the State
Gazette of the Republic of Indonesia No. 102 dated 22 December 1981, Supplement
No. 1020/1981.
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The Company’s articles of association have been amended several times, most
recently with Deed of Statement of Shareholders Resolution No. 69 dated 26 June
2023, drawn before Leolin Jayayanti, S.H., M.Kn., Notary in South Jakarta, which has
obtained approval from the MOLHR based on the Decree No. AHU-
0035936.AH.01.02.TAHUN 2023 dated 26 June 2023 which has been notified to the
MOLHR as stated in Notification Receipt of the Amendment of Company’s Articles of
Association No. AHU-AH.01.03-0082837 dated 26 June 2023 and has been registered
in the Company Register in the MOLHR under No. AHU-0119010.AH.01.11.TAHUN
2023 dated 26 June 2023.
Capital Structure and Shareholding Composition
Pursuant to Deed of Statement of Shareholders Resolution No. 86 dated 30 August
2021, drawn before Leolin Jayayanti, S.H., M.Kn., Notary in Jakarta, which has
obtained approval from the MOLHR based on the Decree No.
0051458.AH.01.02.Tahun 2021 dated 22 September 2021 and has been registered in
the Company Register in the MOLHR under No. AHU-0162377.AH.01.11.Tahun 2021
dated 22 September 2021, the capital structure of the Company as of the date of this
Disclosure Information is as follows:
Authorized Capital : Rp 1,375,000,000,000
Issued Capital : Rp 628,405,781,300
Paid – up Capital : Rp 628,405,781,300
The Authorized Capital of the Company is divided into 55,000,000,000 ordinary shares,
each share having a nominal value of Rp 25 (twenty-five Rupiah) per share.
Pursuant to the Company’s Shareholders Register dated 30 September 2023 issued
by PT Sinartama Gunita as the share registrar appointed by the Company, the
shareholding composition of the Company is as follows:
NO. SHAREHOLDER NUMBER OF SHARES NOMINAL VALUE (RP) %
1. PT Medco Daya Abadi 12,944,140,124 323,603,503,100 51.50
Lestari
2. Diamond Bridge Pte., Ltd. 5,395,205,771 134,880,144,275 21.46
3. PT Kalibiru Lestari Bersama 659,958,000 16,498,950,000 2.63
4. PT Medco Duta 30,044,500 751,112,500 0.12
5. Public (each below 5%) 5,999,647,389 149,991,184,725 23.87
6. Treasury Shares* 107,235,468 2,680,886,700 0.43
Total 25,136,231,252 628,405,781,300 100.00
Portfolio Shares 29,863,768,748 746,594,218,700
Management and Supervision
Pursuant to Deed of Statement of Shareholders Resolution No. 60 dated 25 June 2020,
drawn before Leolin Jayayanti, S.H., M.Kn., Notary in Jakarta, which has been notified
to the MOLHR as stated in Receipt of Notification of Changes to the Company’s Data
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No. AHU-AH.01.03-0261127 dated 26 June 2020 and registered in the Company
Register in the MOLHR under No. AHU-0100705.AH.01.11.Tahun 2020 dated 26 June
2020 juncto Deed of Statement of Shareholders Resolution No. 79 dated 26 August
2021, drawn before Leolin Jayayanti, S.H., M.Kn., Notary in Jakarta, which has been
notified to the MOLHR as stated in Receipt of Notification of Changes to the Company’s
Data No. AHU-AH.01.03-0451248 dated 22 September 2021 and registered in the
Company Register in the MOLHR under No. AHU-0162344.AH.01.11.Tahun 2021
dated 22 September 2021, the composition of the Company’s Board of Commissioners
and Board of Directors on the date of this Disclosure of Information are as follows:
Board of Directors
President Director : Hilmi Panigoro
Director : Roberto Lorato
Director : Ronald Gunawan
Director : Anthony Robert Mathias
Director : Amri Siahaan
Board of Commissioners
President Commissioner : Yani Yuhani Panigoro
Commissioner : Yaser Raimi Arifin Panigoro
Independent Commissioner : Marsillam Simandjuntak
(b) MMT
MMT, a company incorporated under the laws of the Republic of Singapore on 16
March 2023, registered under registration number 202309933H and having its address
at 12 Marina Boulevard, #18-01A Marina Bay Financial Center Singapore (018982).
MMT’s shareholder as of the date of this Disclosure of Information is MSS with 100%
(one hundred percent) ownership.
The management composition of MMT as of the date of this Disclosure of Information
is as follows:
Director : Sanjeev Bansal
Director : Krista
Director : Teo Chang Suang
Director : Roberto Lorato
(c) MEG
MEG, a company established under the laws of the Republic of Singapore on 5 May
2006, registered under the registration number 200606494N and domiciled in 12
Marina Boulevard, #18-01 A, Marina Bay Financial Center, Singapore 018982.
MEG’s shareholder as of the date of this Disclosure of Information is MSS with 100%
(one hundred percent) ownership.
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The management composition of MEG as of the date of this Disclosure Information is
as follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Teo Chang Suang
Director : Krista
Director : Amri Siahaan
Director : Hilmi Panigoro
3. EXPLANATION, CONSIDERATION, AND BACKGROUND OF THE TRANSACTIONS AND
THE IMPACT OF THE TRANSACTIONS ON THE COMPANY’S FINANCIAL CONDITION
Explanation, Consideration and Background of the Transactions
The funds provided under the Loan Agreement Company – MEG and the Loan Agreement
MEG – MMT originates from the issuance of senior notes by MMT, amounting to
US$500,000,000 (five hundred million United States Dollars) with an interest rate of 8.96%
(eight point nine six percent), maturing in 2029 ("2029 Notes"). The purpose of the Loan
Agreement Company – MEG and the Loan Agreement MEG – MMT is to continue the flow of
funds received from the 2029 Notes for each company’s needs. Information regarding the
issuance of the 2029 Notes was disclosed by the Company on the Indonesia Stock Exchange
website and the Company's website on 31 October 2023.
Impact of the Transaction on the Company’s Financial Condition
Given that the transaction is between the Company and its controlled entities and among the
Company's controlled entities, whose financial statements are consolidated into the Company,
there is no influence on the Company's financial condition.
COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS’ STATEMENTS
1. This Disclosure of Information is complete and made in accordance with the requirements under
OJK Regulation 17/2020.
2. The Transactions are material transactions as referred to in OJK Regulation 17/2020 and affiliated
transactions as referred to in OJK Regulation 42/2020. Considering the value of the Transactions
does not exceed 50% (fifty percent) of the Company’s equity, thus the Company does not need
GMS’ approval to implement the Transactions.
3. The Transactions are not a conflict-of-interest transaction as referred to in OJK Regulation 42/2020.
4. Statements under this Disclosure of Information do not contain any statement or information or facts
that are untrue or misleading and contain all material information and facts as required in relation
to the Transactions.
AFFILIATED TRANSACTION
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1. The Relationship and Nature of the Affiliated Relationship of the Parties Conducting the
Material Transaction
Loan Agreement Company – MEG is a transaction conducted by the Company with MEG, which
is a subsidiary indirectly owned entirely by the Company through MSS.
Loan Agreement MEG – MMT is a transaction conducted by the MEG with MMT, which are
subsidiaries of the Company that are indirectly owned entirely by the Company through MSS.
Therefore, both agreements meet the criteria defining affiliated transactions based on OJK
Regulation 42/2020, considering the affiliated transaction is carried out between (i) the
Company and a Controlled Company whose shares are owned at least 99% (ninety nine
percent) of the paid-up capital of the Controlled Company; (ii) Controlled Companies whose
shares are owned at least 99% (ninety nine percent) by the Company; or (iii) a Controlled
Company with a company whose shares are owned by the Controlled Company at least 99%
(ninety nine percent) of the paid-up capital of the relevant company. According to Article 24 of
POJK 42/2020, if the value of an Affiliate Transaction meets the criteria for a material
transaction as stipulated in POJK 17/2020, the publicly listed company is only required to
comply with the provisions of POJK 17/2020.
2. Explanation, Consideration and Background on the Implementation of the Transaction,
Compared against if Conducted by the Entry into of Other Similar Transaction with
Unaffiliated Parties
The funds provided under the Company's Loan Agreement with MEG and MMT derives from
the issuance of the 2029 Notes. The purpose of these loan agreements is to continue the flow
of funds received from the 2029 Notes for each company’s needs. Information regarding the
issuance of the 2029 Notes was disclosed by the Company on both the Indonesia Stock
Exchange website and the Company's website on 31 October 2023. Considering the financing
requirements of the Company group, the transactions are carried out with Company’s affiliates
and not with non-affiliated parties.
ADDITIONAL INFORMATION
For additional information regarding the above matter, please contact the Company during working
hours at below address:
Head Office:
The Energy Building 53 – 55 Floor, SCBD Lot 11 A
Jalan Jenderal Sudirman Kav. 52 - 53
Jakarta 12190 – Indonesia
Phone : +62-21 29953000
Facsimile : +62-21 29953001
Email: corporate.secretary@medcoenergi.com
Website: www.medcoenergi.com
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