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20231031_MEDC_Laporan Informasi dan Fakta Material_31483473_lamp2.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 THE FINANCIAL SERVICES AUTHORITY (“OJK”) REGULATION NO. 17/POJK.04/2020
ON MATERIAL TRANSACTION AND CHANGE OF BUSINESS ACTIVITY (“OJK REGULATION 17/2020”), 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 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.
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 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.
THE NOTES ARE NOT OFFERED OR SOLD IN INDONESIA OR TO THE INDONESIAN OR TO THE
INDONESIAN CITIZEN OR INDONESIAN INVESTORS WHETHER INDIVIDUALS, INSTITUTIONS OR OTHER
LEGAL FORMS, IN THE MANNER OF THE PUBLIC OFFERING AS STIPULATED UNDER THE LAW NO. 8 OF
1995 ON CAPITAL MARKETS AS LASTLY AMENDED BY LAW NO. 4 OF 2023 ON DEVELOPMENT AND
STRENGTHENING OF THE FINANCIAL SECTOR (“Law 4/2023”) (“CAPITAL MARKETS LAW”) AND ITS
IMPLEMENTING REGULATIONS AND IS NOT CONSIDERED AS AN ISSUANCE OF DEBT SECURITIES
WITHOUT A PUBLIC OFFERING AS STIPULATED UNDER OJK REGULATION NUMBER 30/POJK.04/2019
ON THE ISSUANCE OF DEBT SECURITIES AND/OR SUKUK CONDUCTED WITHOUT PUBLIC OFFERING
(“POJK 30/2019”) . THE INFORMATION DISCLOSED IN THIS DISCLOSURE OF INFORMATION IS NOT
INTENDED FOR A PUBLIC OFFERING DOCUMENT OR A RECOMMENDATION TO PURCHASE, DIRECTLY
OR INDIRECTLY, OF THE COMPANY’S SECURITIES IN ANY JURISDICTION INCLUDING IN INDONESIA.
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THE NOTES ARE NOT REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (“SECURITIES ACT”) AND SHALL NOT BE OFFERED OR SOLD IN THE TERRITORY OF THE
UNITED STATES OF AMERICA (AS DEFINED IN RULE 144A AND REGULATION S OF THE SECURITIES
ACT) AND THE NOTES ARE NOT REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (“INVESTMENT COMPANY ACT”), EXCEPT BASED ON THE EXEMPTION FROM, OR IN THE
TRANSACTION NOT IN COMPLIANCE WITH, REGISTRATION REQUIREMENTS UNDER THE SECURITIES
ACT. THERE ARE NO PUBLIC OFFERING CONDUCTED IN THE UNITED STATES OF AMERICA OR OTHER
JURISDICTIONS IN WHICH SUCH TRANSACTION IS RESTRICTED, PROHIBITED, OR DEEMED AS
ILLEGAL.
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 31 October 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.
Subsidiary Guarantors means the subsidiaries of the Company whether they are Indonesian
Subsidiary Guarantors (as defined below) or Foreign Subsidiary Guarantors (as defined below), which
are the controlled company of the Company, either directly or indirectly, who provide the guarantee to
ensure the payment obligation of the Issuer based on the Notes.
Foreign Subsidiary Guarantors means Ophir Asia Pacific Pty Ltd, Medco Energi Madura Offshore
Pty Ltd, Medco Energi Sampang Pty Ltd, Ophir SPV Pty Ltd, Medco Energi Central Kalimantan Limited,
Medco E&P Natuna Ltd, Medco E&P Grissik Ltd, Medco E&P Corridor Holding Ltd, Medco Arabia Ltd,
Medco Energi Thailand (Bualuang) Limited, Medco Energi Bangkanai Limited, Medco Energi West
Bangkanai Limited, Ophir Jaguar 1 Limited, Ophir Jaguar 2 Limited, Lematang E&P Limited, Petroleum
Exploration & Production International Limited, Medco Energi Thailand (E&P) Limited, Ophir Energy
Indonesia Limited, Ophir Energy Limited, Ophir Holdings & Services (UK) Limited, Ophir Mexico
Limited, Salamander Energy (Bualuang Holdings) Limited, Salamander Energy (S.E. Asia) Limited,
Salamander Energy Group Limited, Salamander Energy Limited, Ophir Asia Limited, Ophir East Africa
Holdings Limited, Ophir Holdings Limited, Ophir Tanzania (Block 1) Limited, Medco International
Enterprise Ltd, Medco International Ventures Limited, Medco Energi Kerendan Limited, Ophir Mexico
Operations, S.A. de C.V., Medco Indonesia Holding B.V., Medco Lematang B.V., Ophir Vietnam Block
12W B.V., Far East Energy Trading Pte. Ltd., Medco Energi Global Pte. Ltd., Medco Natuna Pte. Ltd.,
Medco Singapore Operations Pte. Ltd., Medco South China SEA Pte. Ltd., Medco Oak Tree Pte. Ltd.,
Medco Platinum Road Pte. Ltd., Medco Strait Services Pte. Ltd., Medco Bell Pte. Ltd. and Medco Laurel
Tree Pte. Ltd.
Indonesian Subsidiary Guarantors means PT Medco E&P Indonesia (”MEPI”), PT Medco E&P Rimau
(”MEPR”), PT Medco E&P Lematang (”MEPL”), PT Medco E&P Tarakan (”MEPT”), PT Medco E&P
Simenggaris (”MEPS”), PT Medco Sampang Indonesia (dahulu PT Medco Niaga Internasional) (”MSI”),
PT Medco Energi Nusantara (”MEN”), PT Exspan Petrogas Intranusa (”EPI”).
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.
Investment Company Act means U.S. Investment Company Act 1940 (as amended from time to time).
Corporate Guarantee means the corporate guarantee which is granted by the Guarantors for the
benefit of holders of the Notes.
MOLHR means Ministry of Law and Human Rights of the Republic of Indonesia.
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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.
Independent Valuer means Public Appraisal Office, an independent valuer registered with OJK which
is appointed by the Company to provide a fairness opinion on the Transaction, in this case Kusnanto
dan Rekan Public Appraisal Office.
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.
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.
Guarantors means the Parent Guarantor and the Subsidiary Guarantors.
Shareholders means the Company’s shareholders whose names are registered in the Company’s
shareholders register.
Issuer means Medco Maple Tree Pte. Ltd., a wholly owned indirect subsidiary of the Company through
Medco Strait Services Pte. Ltd (“MSS”).
Parent Guarantor means the Company.
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.
Controlled Company means any company which is directly or indirectly controlled by the Company as
defined under OJK Regulation 17/2020.
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 30/2019 means OJK Regulation Number 30/POJK.04/2019, promugated on 1 June
2020 on The Issuance of Debt Securities and/or Sukuk Conducted Without Public Offering
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OJK Regulation 15/2020 means OJK Regulation No. 15/POJK.04/2020, promulgated on 21 April 2020
on the Planning and Implementation of the General Meeting of Shareholders by the 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.
GMS means general meeting of shareholders of the Company.
SGX-ST means Singapore Exchange Securities Trading Limited, a Stock Exchange in Singapore.
The Notes means the senior notes issued by the Issuer in the aggregate amount of USD 500,000,000
(five hundred million United States of America Dollar) with an interest rate of 8,96% (eight point nine six
percent) which will mature in 2029.
Securities Act means U.S. Securities Act of 1933 (as amended from time to time).
Date of Issuance of the Notes means the date of the issuance of the Notes based on the execution
of the Indenture, which is on 27 October 2023.
Transaction means transaction of the issuance of Notes by the Company outside the territory of
Indonesia and in reliance of Rule 144 A and Regulation S under the Securities Act, which will be
guaranteed by the Corporate Guarantees, where the net proceeds from the issuance of the Notes after
deducted by the fees for the Interest Reserve Account and other fees as stipulated under Indenture,
will be lent to the Company and/or one or more Restricted Subsidiaries (as defined under Indenture) in
order to, among others, tender for, refinance or repay our existing indebtedness or replace committed
but currently undrawn facilities, which may or may not include the financing as referred to in the
Indenture relating to the potential acquisition, including any related premiums, accrued interest and fees
or expenses.
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 Transaction, where the Company through the Issuer
has completed the issuance and offering of the Notes in the amount of USD 500,000,000 (five hundred
million United States of America Dollar) on 27 October 2023 to foreign investors outside the territory of
Indonesia in reliance of Rule 144 A and Regulation S under the Securities Act and the Investment
Company Act.
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The Transaction is not considered as a public offering under the Capital Markets Law and its
implementing regulation and is not considered as an issuance of debt securities without a public offering
as intended in OJK Regulation 30/2019.
The Notes is guaranteed by the corporate guarantees provided by the Parent Guarantor and Subsidiary
Guarantors, MSS pledge of shares over all of the shares owned by MSS to the Issuer, pledge of shares
over all of the Issuer’s rights under the Interest Reserve Account, and assignment of rights of the Issuer
under the intercompany loan agreement which will be entered into in the future.
The Transaction and the granting of guarantee of the Notes shall constitute as one integrated
transaction and as such cannot be considered as a standalone transaction.
Referring to the aforementioned description, the granting of corporate guarantee by the Parent
Guarantor and Subsidiary Guarantors for the issuance of the Notes conducted by the Issuer is an
affiliated transaction which is only required to be reported to OJK no later than 2 (two) working days
after the Notes issuance based on OJK Regulation 42/2020 as the 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 such company.
The Transaction which is held by the Company is a material transaction under OJK Regulation 17/2020
in which the Transaction value exceeds the materiality threshold, which is at least 20% (twenty percent)
or more of the Company’s equity value, in this case equivalent to 26.71% (twenty six point seventy one
percent) of the equity value of the Company based on the Company’s Consolidated Financial
Statement, but the material transaction is not considered as a material transaction which needs
approval from the GMS considering that the value is not more than 50% (fifty percent) of the Company’s
equity value based on the Company’s Consolidated Financial Statement.
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 with regard to the implementation of the Transaction and fulfilment of
obligation in accordance with the applicable laws and regulations.
NOTES ISSUANCE
1. TRANSACTION OBJECT
(iv) Issuer of Notes:
Medco Maple Tree Pte. Ltd, a wholly owned subsidiary of the Company indirectly
through MSS.
(ii) The Notes Agregate Value:
USD 500,000,000 (five hundred million United States Dollar).
(iii) Maturity of the Principal Debt Payment:
2029.
(iv) Interest and Payment Terms of the Interest:
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8.96% (eight point nine six percent) per annum.
(v) Covenants:
As generally applied in other similar notes, reasonable covenants will also be applied
in this Notes against the Company, where these covenants are general covenants that
are usually applied in similar transactions in order to protect the interests of creditors
and the Company’s shareholders, including but not limited to the following:
1. Obtaining additional loan and issuing preferred shares.
2. Conducting restricted payments.
3. Entering into agreements that limit the ability of the restricted subsidiaries to
distribute dividends (unless among other things, if it has met certain financial ratio
requirements and is required based on applicable laws and regulations) as well as
transfer assets or enter into intercompany loans.
4. Issuing or selling restricted subsidiary shares.
5. Issuance of guarantees by restricted subsidiaries.
6. Conducting transactions with shareholders or affiliated parties.
7. Making an encumbrance.
8. Conducting sale and leaseback transactions.
9. Selling assets.
10. Conducting business activities that are different from current business activities.
The Company is allowed to carry out the actions as mentioned above if the Fixed
Charge Coverage Ratio is not less than 3.00 : 1.0 and the Net Leverage Ratio is not
more than 5.00 : 1.00, as well as other exceptions as stated in the Offering Circular
and Indenture. The Company hereby ensures that there are no restrictions that will
harm the rights of Company’s public shareholders (including restrictions on dividend
distribution).
(vi) Guarantee
The Notes is expected to be unconditionally and irrevocably guaranteed with corporate
guarantee by the Parent Guarantor and the Subsidiary Guarantors with a maximum
value of the guarantee of USD 500,000,000 (five hundred million United States Dollars).
In addition, the Notes is also secured by the pledge of MSS shares on all shares owned
by MSS in the Issuer, pledge of all rights of the Issuer in the Interest Reserve Account,
and the transfer by the Issuer of all of its rights based on the intercompany loan
agreement which will be made at a later date.
In relation to the corporate guarantee, on 27 October 2023, the Parent Guarantor and
each of the Indonesian Subsidiary Guarantors signed a deed of corporate guarantee in
Indonesian language, before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, to
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guarantee the payment and implementation of the Issuer's obligations under the
Indenture dated 27 October 2023.
The following is information regarding the deed of corporate guarantee signed by the
Parent Guarantor and each of the Indonesian Subsidiary Guarantors based on the laws
of the Republic of Indonesia:
1. The Parent Guarantor, has signed the deed of corporate guarantee No. 143
dated 27 October 2023.
2. MEPI, has signed the deed of corporate guarantee No. 144 dated 27 October
2023.
3. MEPR, has signed the deed of corporate guarantee No. 145 dated 27 October
2023.
4. MEPL, has signed the deed of corporate guarantee No. 146 dated 27 October
2023.
5. MEPT, has signed the deed of corporate guarantee No. 148 dated 27 October
2023.
6. MEPS, has signed the deed of corporate guarantee No. 147 dated 27 October
2023.
7. MSI, has signed the deed of corporate guarantee No. 149 dated 27 October
2023.
8. MEN, has signed the deed of corporate guarantee No. 150 dated 27 October
2023.
9. EPI, has signed the deed of corporate guarantee No. 151 dated 27 October
2023.
Based on the deeds of corporate guarantee as mentioned above, the Parent Guarantor
and each of the Indonesian Subsidiary Guarantors individually and jointly have agreed
to act as guarantors and guarantee the payment of the amount that must to be paid by
the Issuer in a proper and timely manner. The Corporate Guarantee as set forth in the
above deeds is a continuous guarantee and retains full force over the Parent Guarantor
and each of the Indonesian Subsidiary Guarantors and is effective from the signing
date of the deed until all outstanding amounts under the Notes and Indenture are paid
in full by the Issuer.
(vii) The Proposed Use of Proceeds from the Transaction:
The net proceeds from the issuance of the Notes after deducted by the fees for the
Interest Reserve Account and other fees as stipulated under Indenture, will be lent to
the Company and/or one or more Restricted Subsidiaries (as defined under Indenture)
in order to, among others, tender for, refinance or repay our existing indebtedness or
replace committed but currently undrawn facilities, which may or may not include the
financing referred to under the Indenture relating to the potential acquisition, including
any related premiums, accrued interest and fees or expenses.
2. THE PARTIES INVOLVED IN THE TRANSACTION OF THE ISSUANCE OF THE NOTES
(a) Issuer
Medco Maple Tree Pte. Ltd., a company incorporated under the laws of the Republic
of Singapore on 16 March 2023, registered under registration number 202309933H and
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having its address at 12 Marina Boulevard, #18-01A Marina Bay Financial Center
Singapore (018982).
The Issuer’s shareholder as of the date of this Disclosure of Information is MSS with
100% (one hundred percent) ownership.
The management composition of the Issuer as of the date of this Disclosure of
Information is as follows:
Director : Sanjeev Bansal
Director : Krista
Director : Teo Chang Suang
Director : Roberto Lorato
(b) 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.
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
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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
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
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(c) The Subsidiary Guarantors
Indonesian Subsidiary Guarantors:
1. MEPI
2. MEPR
3. MEPL
4. MEPS
5. MEPT
6. MSI
7. MEN
8. EPI
The brief description of the Indonesian Subsidiary Guarantors are as follows:
1. MEPI
At the time of MEPI’s establishment MEPI had the status of N.V. under the name
Koloniale Petroleum Verkoop Maatschappij. The name was later changed to PT
Stanvac Indonesia and subsequently changed back to PT Exspan Sumatera as
stated in the Deed of Statement of Meeting Resolutions of PT Stanvac Indonesia
No.68 dated 17 January 1996 drawn up before Poerbaningsih Adi Warsito, S.H.,
Notary in Jakarta. In 2004, PT Exspan Sumatera changed its name to PT Exspan
Nusantara in accordance with the Deed of Statement of Meeting Resolutions No.
30 dated 14 March 2000, drawn up before Maria Theresia Suprapti, S.H., Notary
in Jakarta. Then, PT Exspan Nusantara changed its name to PT Medco E&P
Indonesia based on the Deed of Statement of Shareholders’ Circular Resolutions
No. 79 dated 30 March 2004, drawn up before Poerbaningsih Adi Warsito, S.H.,
Notary in Jakarta, which deed has obtained approval from the Minister with Decree
No.C-09341HT.01.04.TH.2004 dated 19 April 2004 and has been announced in
State Gazette No. 7 dated 5 January 2005, Supplement No. 860.
MEPI’s Articles of Association which are stated in the MEPI’s Deed of
Estabilshment have been amended several times and most recently are as stated
in the Deed of Statement of Shareholders’ Circular Resolutions in Lieu of the
Extraordinary General Meeting of Shareholders No. 9 dated 15 May 2023, drawn
up before Siti Rumondang Bulan Lubis, S.H., M.Kn., Notary in Tangerang
Regency, which has been notified to the Minister as stated in the Letter of
Notification Receipt of the Amendment of Articles of Association No. AHU-
AH.01.03-0063935 dated 15 May 2023 and has been registered in the Company
Register at the MOLHR under No. AHU-0088978.AH.01.11.TAHUN 2023 dated 15
May 2023 (“Deed No. 09/2023”). In accordance with Deed No. 09/2023, MEPI’s
shareholders have approved to amend Article 13 of MEPI’s articles of association
regarding board of directors’ meeting.
The capital structure and composition of MEPI’s shareholders is based on the Deed
of Statement of Meeting Resolutions No.21 dated 16 December 2009, drawn up
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before Karlita Rubianti, S.H., Notary in Jakarta, which has been notified to the
Minister with evidence of Letter of Notification Receipt of the Amendment of the
Company’s Data No.AHU-AH.01.10-04613 dated 23 February 2010, and has been
registered in the Company Register at the MOLHR under No. AHU-
0014290.AH.01.09.Tahun 2010 dated 23 February 2010, are as follows:
Nominal Value of IDR 500 Per Shares
Description Total of Total of Nominal Value
(%)
Shares (IDR)
Authorized Capital 8,000,000 4,000,000,000
Issued and Paid-Up Capital
1. The Company 2,000,000 1,000,000,000 99.99
2. PT Medco Energi
100 50,000 0.01
Nusantara
Total Issued and Paid-Up
2,000,100 1,000,050,000 100.00
Capital
Shares in Portfolio 5,999,900 2,999,950,000
The composition of MEPI’s Board of Directors and Board of Commissioners as
of the date of this Disclosure Information is as follows:
Board of Commissioners
President Commissioner : Hilmi Panigoro
Commissioner : Yani Yuhani Panigoro
Board of Directors
President Director : Ronald Gunawan
Director : Amri Siahaan
2. MEPR
MEPR was initially established under the name PT Exspan Rimau based on the
Deed of Establishment No. 93 dated 19 December 2000, drawn up before Raden
Roro Hariyanti Poerbiantari, S.H., Notary in Jakarta, and which has obtained
approval from the Minister in accordance with Decree No.C-
04738HT.01.01.TH.2002 dated 21 March 2002 and has been announced in the
State Gazette No.44 dated 3 June 2003, Supplement No.4339. In 2004, PT
Exspan Rimau has changed its name to PT Medco E&P Rimau with Deed No.80
dated 30 March 2004 drawn up before Poerbaningsih Adi Warsito S.H., Notary in
Jakarta, and has obtained approval from the Minister with Decree No.C-
09589HT.01.01.TH.2004 dated 20 April 2004.
MEPR’s Articles of Association which are stated in the MEPR’s Deed of
Establishment have been amended several times and most recently are as stated
in the Deed of Statement of Shareholders’ Circular Resolutions in Lieu of the
Extraordinary General Meeting of Shareholders No. 17 dated 15 May 2023, drawn
up before Siti Rumondang Bulan Lubis, S.H., M.Kn., Notary in Tangerang
Regency, which has been notified to the Minister as stated in the Letter of
Notification Receipt of the Amendment of Articles of Association No. AHU-
AH.01.03-0063957 dated 15 May 2023 and has been registered in the Company
12
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Register of MOLHR under No. AHU-0088997.AH.01.11.TAHUN 2023 dated 15
May 2023 (“Deed No. 17/2023”). In accordance with Deed No. 17/2023, the
MEPR’s shareholders have approved to amend Article 13 of MEPR’s articles of
association regarding board of directors’ meeting.
The capital structure and composition of MEPR shareholders in accordance with
Deed No. 26 dated 7 September 2009 drawn up before Karlita Rubianti, S.H,
Notary in Jakarta, has been notified to the Minister as stated in the letter of
Notification Receipt of Changes in Company Data No. AHU-AH.01.10-19497
dated 4 November 2009 has been registered in the Company Register at MOLHR
under No.AHU.0072652.AH.01.09.Tahun 2009 dated 4 November 2009, are as
follows:
Value Amount of IDR1.000 Per Shares
Description Total of
Total of Shares Nominal Value (%)
(IDR)
Authorized Capital 1,000,000 1,000,000,000
Issued and Paid-Up Capital
1. Company 249,975 249,975,000 99.99
2. PT Medco Energi
25 25,000 0.01
Nusantara
Total Issued and Paid-Up
250,000 250,000,000 100.00
Capital
Shares in Portfolio 750,000 750,000,000
The composition of MEPR’s Board of Directors and Board of Commissioners as
of the date of this Disclosure Information is as follows:
Board of Commissioners
Commissioner : Hilmi Panigoro
Board of Directors
President Director : Ronald Gunawan
Director : Amri Siahaan
3. MEPL
MEPL was initially established under the name PT Exspan Lematang in
accordance with the Deed of Establishment No.38 dated 18 October 2002, drawn
up before Poerbaningsih Adi Warsito S.H., Notary in Jakarta, the deed of
establishment has obtained approval from Minister in accordance with Decree No.
C 03171HT.01.01.TH2003 dated 14 February 2003 and announced in the State
Gazette No.44 dated 3 June 2003, Suplement No.4329, PT Exspan Lematang
changed its name to PT Medco E&P Lematang with the Deed of Statement of
Meeting Resolutions No. 85 dated 30 March 2004 drawn up before Poerbaningsih
Adi Warsito, S.H., Notary in Jakarta, and has obtained approval from Minister with
Decree No.C-09058.HT.01.04.TH.2004 dated 15 April 2004 and has been
announced in the State Gazette No.7 dated 25 January 2005, Supplement No.
868.
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MEPL's Articles of Association as contained in MEPL's Deed of Establishment
have been amended several times and the latest amendment of MEPL’s Articles
of Association are as stated in the Deed of Circular Resolution of Shareholders in
Lieu of Extraordinary General Meeting of Shareholders No. 08 dated 15 May 2023,
made before Siti Rumondang Bulan Lubis, S.H., M.Kn, Notary in Tangerang
Regency, which has been notified to the Minister as evidenced in the Letter of
Notification Receipt of Amendment of Articles of Association No. AHU-AH.01.03-
0063933 dated 15 May 2023 and has been registered in the Company Register at
the MOLHR under No. AHU-0088976.AH.01.11.TAHUN 2023 dated 15 May 2023
("Deed No. 08/2023"). Pursuant to Deed No. 08/2023, MEPL's shareholders
approved to amend Article 13 of MEPL's articles of association, namely provisions
related to board of directors’ meetings.
The capital structure and shareholders composition of MEPL in accordance with
Deed No. 29 dated 7 September 2009 drawn up before Karlita Rubianti, S.H,
Notary in Jakarta, has been notified to the Minister as stated in the letter of
Notification Receipt of Changes in Company Data No.AHU-AH.01.10-18521 dated
23 October 2009 and has been registered in the Company Register at the MOLHR
under No.AHU.0069637.AH.01.09.Tahun 2009 dated 23 October 2009, are as
follows:
Nominal Value of IDR1,000 Per Shares
Description Total of Nominal
Total of Shares (%)
Value (IDR)
Authorized Capital 4,000,000 4,000,000,000
Issued and Paid-Up Capital
1. Company 999,900 999,900,000 99.99
2. PT Medco Energi
100 100,000 0.01
Nusantara
Total Issued and Paid-Up
1,000,000 1,000,000,000 100.00
Capital
Shares in Portfolio 3,000,000 3,000,000,000
The composition of MEPL’s Board of Directors and Board of Commissioners as
of the date of this Disclosure Information is as follows:
Board of Commissioners
Commissioner : Hilmi Panigoro
Board of Directors
President Director : Ronald Gunawan
Director : Amri Siahaan
4. MEPS
MEPS was established with the Deed of Establishment No. 7 dated 18 November
2005, drawn up before Karlita Rubianti, S.H, Notary in Jakarta, which has obtained
approval from the Minister in accordance with the Decree No.C-34213
TH.01.01.TH.2005 dated 22 December 2005 and has been announced in the State
Gazette No. 64 dated 11 August 2006, Supplement No. 8459.
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The Articles of Association of MEPS as contained in the Deed of Establishment of
MEPS have been amended several times and the latest amendment to the Articles
of Association of MEPS is as evident in the Deed of Circular Resolution of
Shareholders in Lieu of Extraordinary General Meeting of Shareholders No. 16
dated 15 May 2023, made before Siti Rumondang Bulan Lubis, S.H., M.Kn, Notary
in Tangerang, which has been notified to the Minister based on the Letter of
Notification Receipt of Amendment to the Articles of Association No. AHU-
AH.01.03-0063959 dated 15 May 2023 and has been registered in the Company
Register at the MOLHR under No. AHU-0088998.AH.01.11.TAHUN 2023 dated
15 May 2023 ("Deed No. 16/2023"). Pursuant to Deed No. 16/2023, the
shareholders of MEPS agreed to amend Article 13 of the articles of association of
MEPS, namely the provisions related to the meeting of the board of directors.
The capital structure and shareholders composition of MEPS in accordance with
Deed of Statement of Meeting Resolutions No. 28 dated 7 September 2009 drawn
up before Karlita Rubianti, S.H., Notary in Jakarta, which has been notified to the
Minister as stated in the Receipt of Changes in Company Data No. AHU-AH.01.10-
18465 dated 22 October 2009 and has been registered in the Company Register
of the MOLHR under No. AHU-0069474.AH.01.09.Tahun 2009 dated 22 October
2009, are as follows:
Nominal Value of IDR1,000 Per Shares
Description Total of Total of Nominal Total of
Shares Value (IDR) Shares
Authorized Capital 4,000,000 4,000,000,000
Issued and Paid-Up Capital
1. Company 999,000 999,000,000 99.90
2. PT Medco Energi
1,000 1,000,000 0.10
Nusantara
Total Issued and Paid-Up
1,000,000 1,000,000,000 100.00
Capital
Shares in Portfolio 3,000,000 3,000,000,000
The composition of MEPS’s Board of Directors and Board of Commissioners as
of the date of this Disclosure Information is as follows:
Board of Commissioners
Commissioner : Hilmi Panigoro
Board of Directors
President Director : Ronald Gunawan
Director : Amri Siahaan
5. MEPT
MEPT was initially established under the name PT Eksita Pantranagari with the
establishment based on the Deed of Establishment No. 4 dated 18 November 1991,
and Deed No. 6 dated 24 March 1992, both drawn up before Ahmad Mochtar Apan,
SH, Notary in Jakarta and has obtained approval from Minister with Decree No.C2-
3584 HT.01.01.TH.92 dated 2 May 1992 and has been registered at the South Jakarta
Company Registration Office respectively with No.262/APT/Wapan/1992/PNJS and
15
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No.265/A.P.T/Wapan/1992/PNJS, all dated 6 June 1992. Subsequently, PT Eksita
Pantranagari changed its name to PT Exspan Tarakan based on the Deed of
Statement of Meeting Resolutions No. 15 dated 1 February 1996, drawn up before
Betty Supartini, S.H., substitute Notary for Poerbaningsih Adi Warsito S.H., Notary in
Jakarta, which has obtained approval from the Minister with Decree No. C2-3617
HT.01.04.Th.96 dated 5 March 1996.
PT Exspan Tarakan subsequently changed its name to PT Medco E&P Tarakan with
the Deed of Statement of Meeting Resolutions No. 81 dated 30 March 2004 drawn up
before Poerbaningsih Adi Warsito SH, Notary in Jakarta, and has obtained approval
from the Minister with his Decree No. C-09588.HT.01.04.TH.2004 dated 20 April 2004.
The Articles of Association of MEPT contained in the Deed of Establishment of MEPT
have been amended several times and the latest amendment to the Articles of
Association of MEPT is as evident in the Deed of Statement of Circular Resolution of
Shareholders in Lieu of the Extraordinary General Meeting of Shareholders No. 15
dated 15 May 2023, made before Siti Rumondang Bulan Lubis, S.H., M.Kn, Notary in
Tangerang Regency, which has been notified to the Minister as evidenced in the Letter
of Notification Receipt of Amendment of Articles of Association No. AHU-AH.01.03-
0063973 dated 15 May 2023 and has been registered in the Company Register at the
MOLHR under No. AHU-0088999.AH.01.11.TAHUN 2023 dated 15 May 2023 ("Deed
No. 15/2023"). Pursuant to Deed No. 15/2023, the shareholders of MEPT agreed to
amend Article 13 of MEPT's articles of association, namely the provisions related to
the board of directors meeting.
The capital structure and shareholders composition of MEPT is based on the Deed of
Statement of Meeting Resolutions No. 23 dated 7 September 2009 drawn up before
Karlita Rubianti, S.H., Notary in Jakarta which has been notified to the Minister as
evidenced by the Letter of Notification Receipt of Changes in Company Data No.AHU-
AH.01.10-18467 dated 22 October 2009 and has been registered in the Company
Register at the MOLHR under No. AHU-0069478.AH.01.09.Tahun 2009 dated 22
October 2009, are as follows:
Nominal Value of IDR 1.000 Per Share
Information Total of Total of Nominal
(%)
Shares Value (IDR)
Authorized Capital 16,000,000 16,000,000,000
Issued and Fully Deposited
Capital
1. Company 7,871,213 7,871,213,000 99.99
2. PT Medco Energi Nusantara 787 787,000 0.01
Total Issued and Paid-Up
7,872,000 7,872,000,000 100.00
Capital
Shares in Portfolio 8,128,000 8,128,000,000
The composition of MEPT's Board of Directors and Board of Commissioners as of the
date of this Disclosure Information is as follows:
Board of Commissioners
Commissioner : Hilmi Panigoro
Board of Directors
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President Director : Ronald Gunawan
Director : Amri Siahaan
6. MSI
MSI was established under the name of PT Medco Niaga Internasional based on Deed
of Establishment No. 16 dated 24 March 2006 made before Karlita Rubianti, S.H.,
Notary in Jakarta which has been approved by the Minister based on Decree No. C-
10182 HT.01.01.TH.2006 dated 11 April 2006, and has been announced in the State
Gazette No. 7 dated 23 January 2007, Supplement No.680/2007.
The Articles of Association of MSI contained in the Deed of Establishment of MSI have
been amended several times and the latest amendment to the Articles of Association
of MSI is as evident in the Deed of Circular Resolution of Shareholders No. 4 dated 19
June 2019 made before Siti Rumondang Bulan Lubis, S.H., M.Kn., Notary in
Tangerang Regency which has been approved by the Minister based on Decree No.
AHU-0031810.AH.01.02.Tahun 2019 dated 20 June 2019 and has been registered in
the Company Register at the MOLHR under No. AHU-0095124.AH.01.11.Tahun 2019
dated 20 June 2019 ("Deed No. 4/2019"). Based on Deed No. 4/2019, the
shareholders of MSI agreed to change the name from PT Medco Energi Bualuang to
MSI.
The capital structure and shareholders composition of MSI based on Deed No. 18
dated 25 November 2009, made before Karlita Rubianti, S.H., Notary in Jakarta, which
has been notified to the Minister as stated in the Letter of Acceptance of Notification
of Changes in Company Data No. AHU-AH.01.10-21320 dated 26 November 2009
and registered in the Company Register at the MOLHR under No. AHU-
0079013.AH.01.09.Tahun 2009 dated 26 November 2009, are as follows:
Nominal Value of IDR 1,000,000 Per Share
Information Total of Total of Nominal Value
(%)
Shares (IDR)
Authorized Capital 4,000,000 4,000,000,000
Issued and Fully
Deposited Capital
1. Company 999,000 999,000,000 99.9
2. PT Medco Energi
1,000 1,000,000 0.1
Nusantara
Total Issued and Paid-
1,000,000 1,000,000,000 100.00
Up Capital
Shares in Portfolio 3,000,000 3,000,000,000
The composition of MSI’s Board of Directors and Board of Commissioners as of the
date of this Disclosure Information is as follows:
Board of Commissioners
Commissioner : Hilmi Panigoro
Board of Directors
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President Director : Sanjeev Bansal
Director : Amri Siahaan
Director : Craig Douglas Stewart
Director : Ronald Gunawan
7. MEN
MEN, was originally established under the name PT Exspan Papua pursuant to Deed
of Establishment of Limited Liability Company No. 45 dated 28 February 2003, made
before Poerbaningsih Adi Warsito, S.H., Notary in Jakarta, which. The Deed has been
approved by the Minister of Justice of the Republic of Indonesia under Decree No. C-
26966 HT.01.01.TH.2003 dated 11 November 2003 and has been registered in the
Company Register at the Company Registration Office of South Jakarta City No.
1515/BH.09.03/VIII/2004 dated 3 August 2004, and has been announced in the State
Gazette No. 7 dated 5 January 2005, Supplement No. 855.
The Articles of Association of MEN contained in the Deed of Establishment of MEN
have been amended several times and the latest amendment to the articles of
association of MEN is an amendment to the provisions of Article 3 of the Articles of
Association of MEN concerning the name of the purpose and objective based on is as
evident in the Deed of Circulation Resolution of Shareholders No. 04 dated 9
December 2021, made before Siti Rumondang Bulan Lubis, S.H., M.Kn., Notary in
Tangerang Regency, which has obtained approval from the Minister based on Decree
No. AHU-0072269.AH.01.02.TAHUN 2021 dated 15 December 2021 and has been
registered in the Company Register at the MOLHR under No. AHU-
0221762.AH.01.11.TAHUN 2021 dated 15 December 2021 ("Deed No. 04/2021").
Pursuant to Deed No. 04/2021, MEN's shareholders approved to amend Article 3 of
MEN's Articles of Association regarding MEN's purpose and objectives.
The capital structure and shareholders composition of MEN are based on Deed of
Meeting Resolution No. 50 dated 15 August 2008, made before Karlita Rubianti, S.H.,
Notary in Jakarta, which has been approved by the Minister under Decree No. AHU-
80753.AH.01.02.Year 2008 dated 31 October 2008, and registered in the Company
Register at the MOLHR under No. AHU-0103671.AH.01.09.TAHUN 2008 dated 31
October 2008 and announced in the State Gazette No. 9 dated 30 January 2009,
Supplement No. 2770 are as follows:
Nominal Value of IDR 1,000.00 Per Share
Information Number of Number of Face
(%)
Shares Value (IDR)
Authorized Capital 1,000,000 1,000,000,000
Issued and Fully Deposited Capital
1. Company 249,975 249,975,000 99.99
2. PT Medco Duta 25 25,000 0.01
Total Issued and Paid-Up Capital 250,000 250,000,000 100.00
Shares in Portfolio 750,000 750,000,000
The composition of MEN's Board of Directors and Board of Commissioners as of the
date of this Disclosure Information is as follows:
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Board of Commissioners
Commissioner : Hilmi Panigoro
Board of Directors
President Director : Anthony Robert Mathias
Director : Roberto Lorato
Director : Amri Siahaan
8. EPI
EPI was established pursuant to Deed of Establishment No. 38 dated 7 October 1997
made before Poerbaningsih Adi Warsito, S.H., Notary in Jakarta and has been
approved by the Minister of Justice of the Republic of Indonesia by virtue of Decree
No.C2-1693HT.01.01-TH.1998 dated 13 March 1998 and has been registered in the
company register with TDP number 0904.1.51.04019 and announced in the State
Gazette No. 60 dated 28 July 1998, Supplement No. 4160.
The Articles of Association of EPI contained in the Deed of Establishment of EPI have
been amended several times and the latest amendment to the Articles of Association
of EPI is as stated in the Deed of Statement of Circular Resolution of the Shareholders
in Lieu of the Extraordinary General Meeting of Shareholders No. 10 dated 15 May
2023, made before Siti Rumondang Bulan Lubis, S.H., M.Kn., Notary in Tangerang
Regency, which has been notified to the Minister as evidenced in the Letter of
Notification Receipt of Amendment of Articles of Association No. AHU-AH.01.03-
0063982 dated 15 May 2023 and has been registered in the Company Register under
the MOLHR under No. AHU-0089010.AH.01.11.TAHUN 2023 dated 15 May 2023
("Deed No. 10/2023"). Pursuant to Deed No. 10/2023, EPI's shareholders approved
to amend Article 13 of EPI's articles of association, namely provisions related to board
of directors’ meetings.
The capital structure and shareholder composition of EPI based on the Deed of
Circulation Resolution of Shareholders No. 03 dated 10 December 2020 made before
Siti Rumondang Bulan Lubis, S.H., M.Kn, Notary in Tangerang Regency, which has
been approved by the Minister based on Decree No. AHU-0084076.AH.01.02.TAHUN
2020 dated 17 December 2020 and has been notified to the MOLHR based on as
evidenced in the Letter of Notification Receipt of Amendment of Articles of Association
No. AHU-AH.01.03-0420275 dated 17 December 2020, both of which have been
registered in the Company Register at the MOLHR under No. AHU-
0212736.AH.01.11.TAHUN 2020 dated 17 December 2020 as follows:
Nominal Value of IDR 1,000 Per Share
Description Number of Total of Nominal
(%)
Shares Value (IDR)
Authorized Capital 927,000,000 927,000,000,000
Issued and Fully Deposited Capital
1. Capital 926,331,662 926,331,662,000 99.99
2. MEN 50 50,000 0.01
Total Issued and Paid-Up Capital 926,331,712 926,331,712,000 100
Shares in Portfolio 668,288 668,288,000
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The composition of EPI’s Board of Directors and Board of Commissioners as of the
date of this Disclosure Information is as follows:
Board of Commissioners
President Commissioner : Budi Basuki
Commissioner : Ciska Widyanti
Board of Directors
Director : Agus Soenar Dewandono
Foreign Subsidiary Guarantors:
1. Ophir Asia Pacific Pty Ltd
2. Medco Energi Madura Offshore Pty Ltd
3. Medco Energi Sampang Pty Ltd
4. Ophir SPV Pty Ltd
5. Medco Energi Central Kalimantan Limited
6. Medco E&P Natuna Ltd.
7. Medco E&P Grissik Ltd.
8. Medco E&P Corridor Holding Ltd.
9. Medco Arabia Ltd
10. Medco Energi Thailand (Bualuang) Limited
11. Medco Energi Bangkanai Limited
12. Medco Energi West Bangkanai Limited
13. Ophir Jaguar 1 Limited
14. Ophir Jaguar 2 Limited
15. Lematang E&P Limited
16. Petroleum Exploration & Production International Limited
17. Medco Energi Thailand (E&P) Limited
18. Ophir Energy Indonesia Limited
19. Ophir Energy Limited
20. Ophir Holdings & Services (UK) Limited
21. Ophir Mexico Limited
22. Salamander Energy (Bualuang Holdings) Limited
23. Salamander Energy (S.E. Asia) Limited
24. Salamander Energy Group Limited
25. Salamander Energy Limited
26. Ophir Asia Limited
27. Ophir East Africa Holdings Limited
28. Ophir Holdings Limited
29. Ophir Tanzania (Block 1) Limited
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30. Medco International Enterprise Ltd.
31. Medco International Ventures Limited
32. Medco Energi Kerendan Limited
33. Ophir Mexico Operations, S.A. de C.V.
34. Medco Indonesia Holding B.V.
35. Medco Lematang B.V.
36. Ophir Vietnam Block 12W B.V.
37. Far East Energy Trading Pte. Ltd.
38. Medco Energi Global Pte. Ltd.
39. Medco Natuna Pte. Ltd.
40. Medco Singapore Operations Pte. Ltd.
41. Medco South China SEA Pte. Ltd.
42. Medco Oak Tree Pte. Ltd.
43. Medco Platinum Road Pte. Ltd.
44. Medco Strait Services Pte. Ltd.
45. Medco Bell Pte. Ltd.
46. Medco Laurel Tree Pte. Ltd.
The brief descriptions of the Foreign Subsidiary Guarantors are as follows:
1. Ophir Asia Pacific Pty. Ltd.
Ophir Asia Pacific Pty. Ltd, a company established under the laws of Australia on
14 June 1991, registered under the registration number 050485099 and domiciled
in Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth, WA 6000, Australia.
The composition of the management of Ophir Asia Pacific Pty. Ltd. As of the date
of this Disclosure Information is as follows:
Director : Krista
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Craig Douglas Stewart
Director : Alan Peterson Frees
2. Medco Energi Madura Offshore Pty. Ltd.
Medco Energi Madura Offshore Pty. Ltd, a company established under the laws of
Australia on 17 December 1998, registered under the registration number
085618711 and domiciled in Level 9, Mia Yellagonga Tower 2, 5 Spring Street,
Perth, WA 6000, Australia. The composition of the management of Medco Energi
Madura Offshore Pty. Ltd. As of the date of this Disclosure Information is as follows:
Director : Alan Peterson Frees
Director : Krista
Director : Ronald Gunawan Gan
Director : Amri Siahaan
Director : Craig Douglas Stewart
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Director : Roberto Lorato
Director : Sanjeev Bansal
3. Medco Energi Sampang Pty. Ltd.
Medco Energi Sampang Pty. Ltd, a company established under the laws of
Australia on 27 August 1997, registered under the registration number 079873377
and domiciled in Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth, WA
6000, Australia. The composition of the management of Medco Energi Sampang
Pty. Ltd. As of the date of this Disclosure Information is as follows:
Director : Alan Peterson Frees
Director : Krista
Director : Ronald Gunawan Gan
Director : Amri Siahaan
Director : Craig Douglas Stewart
Director : Roberto Lorato
Director : Sanjeev Bansal
4. Ophir SPV Pty. Ltd.
Ophir SPV Pty. Ltd, a company established under the laws of Australia on 26
October 2005, registered under the registration number 116866043 and domiciled
in Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth, WA 6000, Australia.
The composition of the management of Ophir SPV Pty. Ltd. as of the date of this
Disclosure Information is as follows:
Director : Alan Peterson Frees
Director : Roberto Lorato
Director : Krista
Director : Sanjev Bansal
Director : Craig Douglas Stewart
5. Medco Energi Central Kalimantan Limited
Medco Energi Central Kalimantan Limited, a company established under the laws
of Belize on 12 October 2010, registered under the registration number 98047 and
domiciled in Suite 102, Ground Floor Blake Building Corner Eyre & Hutson Streets,
Belize City, Belize. The composition of the management of Medco Energi Central
Kalimantan Limited as of the date of this Disclosure Information is as follows:
Director : Ronald Gunawan Gan
Director : Amri Siahaan
6. Medco E&P Natuna Ltd.
Medco E&P Natuna. Ltd., a company established under the laws of Bermuda on
25 April 1999, registered under the registration number 28593 and domiciled in 12
Marina Boulevard, #18-01A Marina Bay Financial Centre, Singapore (018982). The
composition of the management of Medco E&P Natuna Ltd. as of the date of this
Disclosure Information is as follows:
Director : Roberto Lorato
Director : Ronald Gunawan
Director : Amri Siahaan
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Director : Sanjeev Bansal
7. Medco E&P Grissik Ltd.
Medco E&P Grissik Ltd. a company incorporated under the laws of Bermuda on 6
December 2002, registered with registration number 33051 and domiciled in
Clarendon House, 2 Church Street, Hamilton, HM11 Bermuda. The composition of
the management of Medco E&P Grissik Ltd. as at the date of this Disclosure of
Information is as follows:
Direktur : Ronald Gunawan
Direktur : Amri Siahaan
Direktur : Sanjeev Bansal
8. Medco E&P Corridor Holding Ltd.
Medco E&P Corridor Holding Ltd., a company incorporated under the laws of
British Virgin Islands on 19 Mei 2000, registered with registration number 388929
and domiciled in Commerce House., Wickhams, Cay1, PO Box 3140, Road Town,
VG 1110, British Virgin Islands. The composition of the management of Medco
E&P Corridor Holding Ltd. as of the date of this Disclosure of Information is as
follows:
Direktur : Ronald Gunawan
Direktur : Amri Siahaan
Direktur : Anthony R. Mathias
9. Medco Arabia Ltd.
Medco Arabia Ltd., a company established under the laws of British Virgin Islands
on 16 January 2007, registered under the registration number 1379645 and
domiciled in Palm Grove House, P.O Box 438, Road Town, Tortola, VG 1110,
British Virgin Islands. The composition of the management of Medco Arabia Ltd.
as of the date of this Disclosure Information is as follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
10. Medco Energi Thailand (Bualuang) Limited
Medco Energi Thailand (Bualuang) Limited, a company established under the laws
of British Virgin Islands on 29 November 2005, registered under the registration
number 1000845 and domiciled in Jayla Place Wickhams Cay 1 Road Town
Tortola VG1110 British Virgin Islands. The composition of the management of
Medco Energi Thailand (Bualuang) Limited as of the date of this Disclosure
Information is as follows:
Director : Amri Siahaan
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Craig Douglas Stewart
Director : Ronald Gunawan Gan
Director : Krista
11. Medco Energi Bangkanai Limited
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Medco Energi Bangkanai Limited, a company established under the laws of British
Virgin Islands on 4 December 2003, registered under the registration number
570637 and domiciled in Jayla Place Wickhams Cay 1 Road Town Tortola VG1110
British Virgin Islands. The composition of the management of Medco Energi
Bangkanai Limited as of the date of this Disclosure Information is as follows:
Director : Ronald Gunawan Gan
Director : Amri Siahaan
12. Medco Energi West Bangkanai Limited
Medco Energi West Bangkanai Limited, a company established under the laws of
British Virgin Islands on 17 April 2013, registered under the registration number
1770098 and domiciled in Jayla Place Wickhams Cay 1 Road Town Tortola
VG1110 British Virgin Islands. The composition of the management of Medco
Energi West Bangkanai Limited as of the date of this Disclosure Information is as
follows:
Director : Craig Douglas Stewart
Director : Krista
Director : Ronald Gunawan Gan
Director : Amri Siahaan
13. Ophir Jaguar 1 Limited
Ophir Jaguar 1 Limited, a company established under the laws of British Virgin
Islands on 23 April 2018, registered under the registration number 1977094 and
domiciled in Jayla Place Wickhams Cay 1 Road Town Tortola VG1110 British
Virgin Islands. The composition of the management of Ophir Jaguar 1 Limited as
of the date of this Disclosure Information is as follows:
Director : Craig Douglas Stewart
Director : Krista
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Teo Chang Suang
14. Ophir Jaguar 2 Limited
Ophir Jaguar 2 Limited, a company established under the laws of British Virgin
Islands on 23 April 2018, registered under the registration number 1977096 and
domiciled in Jayla Place Wickhams Cay 1 Road Town Tortola VG1110 British
Virgin Islands. The composition of the management of Ophir Jaguar 2 Limited as
of the date of this Disclosure Information is as follows:
Director : Craig Douglas Stewart
Director : Krista
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Teo Chang Suang
15. Lematang E&P Limited
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Lematang E&P Limited, a company established under the laws of Cayman Island
on 5 May 2008, registered under the registration number CA-209782 and domiciled
in Whitehall House, 238 North Church Street, P.O Box 1043, George Town, Grand
Cayman KY1-1102, Cayman Islands. The composition of the management of
Lematang E&P Limited as of the date of this Disclosure Information is as follows:
Director : Sanjeev Bansal
16. Petroleum Exploration & Production International Limited
Petroleum Exploration & Production International Limited, a company established
under the laws of Cayman Islands on 2 May 2008, registered under the registration
number 209769 and domiciled in Whitehall House, 238 North Church Street, P.O
Box 1043, George Town, Grand Cayman KY1-1102, Cayman Islands. The
composition of the management of Petroleum Exploration & Production
International Limited as of the date of this Disclosure Information is as follows:
Director : Roberto Lorato
Director : Sanjeev Bansai
17. Medco Energi Thailand (E&P) Limited
Medco Energi Thailand (E&P) Limited, a company established under the laws of
English & Wales on 22 February 2005, registered under the registration number
05372380 and domiciled in Green Place, Rotherfield Greys, Henley on Thames,
Oxfordshire, RG9 4PH, England. The composition of the management of Medco
Energi Thailand (E&P) Limited as of the date of this Disclosure Information is as
follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Craig Douglas Stewart
Director : Krista
Director : Teo Chang Suang
18. Ophir Energy Indonesia Limited
Ophir Energy Indonesia Limited, a company established under the laws of English
& Wales on 8 February 2007, registered under the registration number 6091851
and domiciled in Green Place, Rotherfield Greys, Henley on Thames, Oxfordshire,
RG9 4PH, England. The composition of the management of Ophir Energy
Indonesia Limited as of the date of this Disclosure Information is as follows:
Director : Craig Douglas Stewart
Director : Krista
Director : Roberto Lorato
Director : Sanjeev Basal
19. Ophir Energy Limited
Ophir Energy Limited, a company established under the laws of English & Wales
on 18 February 2004, registered under the registration number 05047425 and
domiciled in Green Place, Rotherfield Greys, Henley on Thames, Oxfordshire, RG9
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4PH, England. The management composition of Ophir Energy Limited as of the
date of this Disclosure Information is as follows:
Director : Roberto Lorato
Director : Craig Douglas Stewart
Director : Krista
Director : Amri Siahaan
Director : Sanjeev Basal
Director : Teo Chang Suang
20. Ophir Holdings & Services (UK) Limited
Ophir Holdings & Services (UK) Limited, a company established under the laws of
English & Wales on 22 April 2016, registered under the registration number
10141450 and domiciled in Green Place, Rotherfield Greys, Henley on Thames,
Oxfordshire, RG9 4PH, England. The management composition of Ophir Holdings
& Services (UK) Limited as of the date of this Disclosure Information is as follows:
Director : Craig Douglas Stewart
Director : Krista
Director : Roberto Lorato
Director : Amri Siahaan
Director : Sanjeev Basal
21. Ophir Mexico Limited
Ophir Mexico Limited, a company established under the laws of English & Wales
on 8 November 2016, registered under the registration number 10467338 and
domiciled in Green Place, Rotherfield Greys, Henley on Thames, Oxfordshire, RG9
4PH, England. The management composition of Ophir Mexico Limited as of the
date of this Disclosure Information is as follows:
Director : Craig Douglas Stewart
Director : Krista
Director : Roberto Lorato
Director : Sanjeev Basal
Director : Teo Chang Suang
22. Salamander Energy (Bualuang Holdings) Limited
Salamander Energy (Bualuang Holdings) Limited, a company established under
the laws of English & Wales on 30 July 2009, registered under the registration
number 6976506 and domiciled in Green Place, Rotherfield Greys, Henley on
Thames, Oxfordshire, RG9 4PH, England. The management composition of
Salamander Energy (Bualuang Holdings) Limited as of the date of this Disclosure
Information is as follows:
Director : Craig Douglas Stewart
Director : Krista
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Teo Chang Suang
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23. Salamander Energy (S.E. Asia) Limited
Salamander Energy (S.E. Asia) Limited, a company established under the laws of
English & Wales on 12 December 2005, registered under the registration number
5652055 and domiciled in Green Place, Rotherfield Greys, Henley on Thames,
Oxfordshire, RG9 4PH, England. The management composition of Salamander
Energy (S.E. Asia) Limited as of the date of this Disclosure Information is as
follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Craig Douglas Stewart
Director : Krista
Director : Teo Chang Suang
24. Salamander Energy Group Limited
Salamander Energy Group Limited, a company established under the laws of
English & Wales on 29 December 2004, registered under the registration number
5321519 and domiciled in Green Place, Rotherfield Greys, Henley on Thames,
Oxfordshire, RG9 4PH, England. The management composition of Salamander
Energy Group Limited as of the date of this Disclosure Information is as follows:
Director : Teo Chang Suang
Director : Craig Douglas Stewart
Director : Krista
Director : Roberto Lorato
Director : Sanjeev Basal
25. Salamander Energy Limited
Salamander Energy Limited, a company established under the laws of English &
Wales on 13 September 2006, registered under the registration number 05934263
and domiciled in Green Place, Rotherfield Greys, Henley on Thames, Oxfordshire,
RG9 4PH, England. The management composition of the Salamander Energy
Limited as of the date of this Disclosure Information is as follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Craig Douglas Stewart
Director : Krista
Director : Teo Chang Suang
26. Ophir Asia Limited
Ophir Asia Limited, a company established under the laws of Jersey on 16 August
2006, registered under the registration number 94257 and domiciled in 12 Castle
Street, St Helier, Jersey JE2 3RT, Channel Islands. The management composition
of Ophir Asia Limited as of the date of this Disclosure Information is as follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Krista
Director : Craig Douglas Stewart
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27. Ophir East Africa Holdings Limited
Ophir East Africa Holdings Limited, a company established under the laws of
Jersey on 9 December 2009, registered under the registration number 104559 and
domiciled in 12 Castle Street, St Helier, Jersey JE2 3RT, Channel Islands. The
management composition of Ophir East Africa Holdings Limited as of the date of
this Disclosure Information is as follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Krista
Director : Craig Douglas Stewart
28. Ophir Holdings Limited
Ophir Holdings Limited, a company established under the laws of Jersey on 11
March 2005, registered under the registration number 89702 and domiciled in 12
Castle Street, St Helier, Jersey JE2 3RT, Channel Islands. The management
composition of Ophir Holdings Limited as of the date of this Disclosure Information
is as follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Krista
Director : Craig Douglas Stewart
29. Ophir Tanzania (Block 1) Limited
Ophir Tanzania (Block 1) Limited, a company established under the laws of Jersey
on 27 May 2005, registered under the registration number 90299 and domiciled in
12 Castle Street, St Helier, Jersey JE2 3RT, Channel Islands. The management
composition of Ophir Tanzania (Block 1) Limited as of the date of this Disclosure
Information is as follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Craig Douglas Stewart
30. Medco International Enterprise Ltd.
Medco International Enterprise Ltd., a company established under the laws of
Malaysia on 25 September 2002, registered under the registration number
LL03438 and domiciled in Brumby Centre, Lot 42, Jalan Muhibbah, 87000 Labuan
F.T., Malaysia. The management composition of Medco International Enterprise
Ltd. as of the date of this Disclosure Information is as follows:
Director : Ronald Gunawan
Director : Roberto Lorato
Director : Sanjeev Bansal
31. Medco International Ventures Ltd.
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Medco International Ventures Ltd., a company established under the laws of
Malaysia on 16 July 2001, registered under the registration number LL02924 and
domiciled in Brumby Centre, Lot 42, Jalan Muhibbah, 87000 Labuan F.T.,
Malaysia. The management composition of Medco International Ventures Ltd. as
of the date of this Disclosure Information is as follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Craig Douglas Stewart
32. Medco Energi Kerendan Limited
Medco Energi Kerendan Limited, a company established under the laws of
Mauritius on 26 October 2004, registered under the registration number
C53167C2/GBL and domiciled in Ebene Esplanade, 24 Cybercity Ebene,
Mauritius. The management composition of Medco Energi Kerendan Limited as of
the date of this Disclosure Information is as follows:
Director : Ronald Gunawan Gan
Director : Amri Siahaan
33. Ophir Mexico Operations, S.A. de C.V.
Ophir Mexico Operations, S.A. de C.V., a company established under the laws of
Mexico on 13 April 2018, registered under the registration number N-2018030092
and domiciled in Guillermo, Gonzalez Camarena No. 1600, Piso 6B, Colonia Zedec
Santa Fe, Delegacion Alvaro Obregon, C.P. 01210, Mexico City, Mexico. The
management composition of Ophir Mexico Operations, S.A. de C.V. as of the date
of this Disclosure Information is as follows:
Director : Rogelio Lopez-Velarde Estrada
Director : Diego Campa Garcia
Director : Sanjeev Bansal
34. Medco Indonesia Holding B.V.
Medco Indonesia Holding B.V., a company established under the laws of Dutch on
26 July 2006, registered under the registration number 27290577 and domiciled in
Herikerbergweg 238, Luna Arena, 1101CM Amsterdam. The management
composition of Medco Indonesia Holding B.V. as of the date of this Disclosure
Information is as follows:
Director : Roberto Lorato
Director : TMF Management B.V
35. Medco Lematang B.V.
Medco Lematang B.V., a company established under the laws of Dutch on 14
December 2015, registered under the registration number 24252562 and domiciled
in Herikerbergweg 238, Luna Arena, 1101CM Amsterdam. The management
composition of Medco Lematang B.V. as of the date of this Disclosure Information
is as follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
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36. Ophir Vietnam Block 12W B.V.
Ophir Vietnam Block 12W B.V., a company established under the laws of Dutch on
11 May 2004, registered under the registration number 27267280 and domiciled in
Thomas R. Malthusstraat 1, 1066 JR, Amsterdam, Netherlands. The management
composition of Ophir Vietnam Block 12W B.V. as of the date of this Disclosure
Information is as follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Craig Douglas Stewart
Director : Krista
Director : Teo Chang Suang
Director : Anthony Robert Mathias
37. Far East Energy Trading Pte. Ltd.
Far East Energy Trading Pte. Ltd., a company established under the laws of the
Republic of Singapore on 22 March 2016, registered under the registration number
201607428K and domiciled in 12 Marina Boulevard, #18-01 A, Marina Bay
Financial Center, Singapore 018982. The management composition of Far East
Energy Trading Pte. Ltd. as of the date of this Disclosure Information is as follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Teo Chang Suang
Director : Krista
38. Medco Energi Global Pte. Ltd.
Medco Energi Global Pte. Ltd., 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. The management composition of Medco
Energi Global Pte. Ltd. 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
39. Medco Natuna Pte. Ltd.
Medco Natuna Pte. Ltd., a company established under the laws of the Republic of
Singapore on 18 April 2016, registered under the registration number 201610187R
and domiciled in 12 Marina Boulevard, #18-01 A, Marina Bay Financial Center,
Singapore 018982. The management composition of Medco Natuna Pte. Ltd. as of
the date of this Disclosure Information is as follows:
Director : Roberto Lorato
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Director : Sanjeev Bansal
Director : Krista
Director : Teo Chang Suang
40. Medco Singapore Operation Pte. Ltd.
Medco Singapore Operations Pte. Ltd., a company established under the laws of
the Republic of Singapore on 11 September 1999, registered under the registration
number 199905442H and domiciled in 12 Marina Boulevard, #18-01 A, Marina Bay
Financial Center, Singapore 018982. The management composition of Medco
Singapore Operations Pte. Ltd. as of the date of this Disclosure Information is as
follows:
Director : Krista
Director : Amri Siahaan
Director : Sanjeev Bansal
Director : Ronald Gunawan Gan
Director : Roberto Lorato
Director : Teo Chang Suang
41. Medco South China SEA Pte. Ltd.
Medco South China SEA Pte. Ltd., a company established under the laws of the
Republic of Singapore on 30 August 2016, registered under the registration
number 201623586K and domiciled in 12 Marina Boulevard, #18-01 A, Marina Bay
Financial Center, Singapore 018982. The management composition of Medco
South China SEA Pte. Ltd. as of the date of this Disclosure Information is as
follows:
Director : Krista
Director : Sanjeev Bansal
Director : Roberto Lorato
Director : Teo Chang Suang
42. Medco Oak Tree Pte. Ltd.
Medco Oak Tree Pte. Ltd., a company established under the laws of the Republic
of Singapore on 4 January 2019, registered under the registration number
201900554R and domiciled in 12 Marina Boulevard, #18-01 A, Marina Bay
Financial Center, Singapore 018982. The management composition of Medco Oak
Tree Pte. Ltd. as of the date of this Disclosure Information is as follows:
Director : Hilmi Panigoro
Director : Ronald Gunawan Gan
Director : Roberto Lorato
Director : Teo Chang Suang
Secretary : Krista
43. Medco Platinum Road Pte. Ltd.
Medco Platinum Road Pte. Ltd., a company established under the laws of the
Republic of Singapore on 10 January 2018, registered under the registration
number 201801399E and domiciled in 12 Marina Boulevard, #18-01 A, Marina Bay
Financial Center, Singapore 018982. The management composition of Medco
Platinum Road Pte. Ltd. as of the date of this Disclosure Information is as follows:
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Director : Roberto Lorato
Director : Hilmi Panigoro
Director : Teo Chang Suang
Director : Krista
44. Medco Strait Services Pte. Ltd.
Medco Strait Services Pte. Ltd., a company established under the laws of the
Republic of Singapore on 24 November 2005, registered under the registration
number 200516351K and domiciled in 12 Marina Boulevard, #18-01 A, Marina Bay
Financial Center, Singapore 018982. The management composition of Medco
Strait Services Pte. Ltd. as of the date of this Disclosure Information is as follows:
Director : Roberto Lorato
Director : Sanjeev Bansal
Director : Krista
Director : Teo Chang Suang
45. Medco Bell Pte. Ltd.
Medco Bell Pte. Ltd., a company established under the laws of the Republic of
Singapore on 27 December 2019, registered under the registration number
201943703M and domiciled in 12 Marina Boulevard, #18-01 A, Marina Bay
Financial Center, Singapore 018982. The management composition of Medco Bell
Pte. Ltd. as of the date of this Disclosure Information is as follows:
Director : Hilmi Panigoro
Director : Teo Chang Suang
Director : Roberto Lorato
Director : Ronald Gunawan Gan
Director : Krista
46. Medco Laurel Tree Pte. Ltd.
Medco Laurel Tree Pte. Ltd., a company established under the laws of the Republic
of Singapore on 1 April 2019, registered under the registration number
201900562G and domiciled in 12 Marina Boulevard, #18-01 A, Marina Bay
Financial Center, Singapore 018982. The management composition of Medco
Laurel Tree Pte. Ltd. as of the date of this Disclosure Information is as follows:
Director : Sanjeev Bansal
Director : Ronald Gunawan Gan
Director : Krista
Director : Hilmi Panigoro
Director : Teo Chang Suang
Director : Roberto Lorato
(d) Initial Purchasers
Initial Purchasers in the Transaction who also act as Joint Lead Managers and Joint
Bookrunners are ING Bank N.V., Singapore Branch, Morgan Stanley Asia (Singapore)
Pte., Standard Chartered Bank (Singapore) Limited, Crédit Agricole Corporate and
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Investment Bank, Singapore Branch, DBS Bank Ltd., Mandiri Securities Pte. Ltd. and
MUFG Securities EMEA plc.
(e) Trustee
The Bank of New York Mellon.
(f) Collateral Agent
The Bank of New York Mellon.
3. EXPLANATION, CONSIDERATION, AND BACKGROUND OF THE TRANSACTION AND
THE IMPACT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
Explanation, Consideration and Background of the Transaction
By considering the potential increase of the oil and gas price in the future, the Company carried
out the Transaction with a purpose to maintain the Company’s liquidity and cash balance of the
Company and also expand the portfolio of the Company by the issuance of Notes.
Impact of the Transaction on the Company’s Financial Condition
On one side, the Transaction will increase interest expense of the Company which is expected
to be in line with the increase of income related to capital expenditures so that the Company
can maintain an optimal financial conditions and provide added value to the Company’s
stakeholders.
In relation to the impact of financial conditions on the use of proceeds from the Transaction, the
Company will always remain subject to the existing parameters, such as credit ratings that must
be maintained and achieve an optimal capital structure. Furthermore, the Transaction is
expected to increase credibility in supporting the growth of the Company.
SUMMARY OF FAIRNESS OPINION REPORT
The Company has appointed Independent Valuer, KJPP Kusnanto & Rekan (”KR”), to give an opinion
on the fairness of the Transaction, according to the engagement letter No. KR/230927-003 dated 27
September 2023, which has been approved by the Company's management.
The following is a summary of the fairness opinion as presented in the Fairness Opinion Report on the
Transaction No. 001402.0162-00BS0201531X2023 dated 27 October 2023:
a. Parties Involved in The Transaction
The parties involved in the Transaction are the Issuer, Parent Guarantor, Subsidiaries Guarantor,
and Trustee.
b. Transaction Objects of The Fairness Opinion
The transaction object in the Fairness Opinion of the Transaction is Transaction.
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c. Purpose and Objective of The Fairness Opinion
Purpose and objective of the preparation of the Fairness Opinion on the Transaction is to provide
an overview on the fairness of the Transaction to the Company’s Directors from financial aspects
and to comply with the applicable regulations, i.e. POJK 17/2020.
This Fairness Opinion was prepared in compliance with the provisions of OJK Rule No.
35/POJK.04/2020 concerning Valuation and Presentation of Business Valuation Report in Capital
Markets dated 25 May 2020 as well as Indonesian Valuation Standards 2018.
d. Limiting Conditions and Major Assumptions
The Fairness Opinion analysis on the Transaction was prepared using the data and information as
disclosed above, such data and information of which KR have reviewed. In performing the analysis,
KR relied on the accuracy, reliability and completeness of all financial information, information on
the legal status of the Company and other information provided to KR by the Company or publicly
available and KR are not responsible for the accuracy of such information. Any changes to the data
and information may materially influence the outcome of KR’s opinion. KR also relied on
assurances from the management of the Company that they did not know the facts which led to
the information given to KR to be incomplete or misleading. Therefore, KR are not responsible for
the changes in the conclusions of KR’s Fairness Opinion caused by changes in those data and
information.
The Company's financial projections before and after the Transaction was prepared by the
Company's management. KR have reviewed such financial projections and those financial
projections have described the operating conditions and performance of the Company. Overall,
there were not any significant adjustments to be made to the performance targets of the Company.
KR did not perform an inspection of the Company's fixed assets or facilities. In addition, KR also
did not give an opinion on the tax impact of the Transaction. The service KR provided to the
Company in connection with the Transaction merely was the provision of the Fairness Opinion on
the Transaction, not accounting services, auditing or taxation. KR did not perform observation on
the validity of the Transaction from legal aspects and implication of taxation aspects. The Fairness
Opinion on the Transaction was only performed from economic and financial aspects. The fairness
opinion report on the Transaction represented a non-disclaimer opinion and was an open-for-public
report unless there was confidential information on such report, which might affect the Company's
operations. Furthermore, KR have also obtained the information on the legal status of the Company
based on the articles of association of the Company.
KR’s work related to the Transaction was not and could not be interpreted in any form, a review or
an audit or an implementation of certain procedures of financial information. The work was also not
intended to reveal weaknesses in internal control, errors or irregularities in the financial statements
or violation of law. In addition, KR did not have the authority and was not in a position to obtain and
analyze a form of other transactions that existed and might be available to the Company other than
the Transaction and the effect of these transactions to the Transaction.
This Fairness Opinion was prepared based on the market and economic conditions, general
business and financial conditions as well as government regulations related to the Transaction on
the issuance date of this Fairness Opinion.
In preparing the Fairness Opinion, KR applied several assumptions, such as the fulfillment of all
conditions and obligations of the Company as well as all parties involved in the Transaction.
Transaction would be executed as described accordingly to a predetermined time period and the
accuracy of the information regarding the Transaction which was disclosed by the Company's
management.
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The Fairness Opinion should be viewed as a whole and the use of partial analysis and information
without considering other information and analysis as a whole may cause a misleading view and
conclusion on the process underlying the Fairness Opinion. The preparation of the Fairness
Opinion was a complicated process and might not be possible to perform through incomplete
analysis.
KR also assumed that from the issuance date of the Fairness Opinion until the execution date of
the Transaction, there were no changes that could materially affect the assumptions used in the
preparation of the Fairness Opinion. KR are not responsible to reaffirm or to supplement or to
update KR’s opinion due to the changes in the assumptions and conditions as well as events
occurring after the letter date. The calculation and analysis in the Fairness Opinion have been
performed properly and KR are responsible for the fairness opinion report.
The conclusion of the Fairness Opinion is applicable for no changes that might materially impact
on the Transaction. Such changes include, but not limited to, the changes in conditions both
internally on the Company and externally on the market and economic conditions, general
conditions of business, trading and financial as well as government regulations of Indonesia and
other relevant regulations after the issuance date of the fairness opinion report. Whenever after
the issuance date of the fairness opinion report such changes occur, the Fairness Opinion on the
Transaction might be different.
e. The Approaches and Procedures of The Fairness Opinion on The Transaction
In evaluating the Fairness Opinion on the Transaction, KR had performed analysis through the
approaches and procedures of the Fairness Opinion on the Transaction as follows:
I. Analysis of the Transaction;
II. Qualitative and quantitative analysis of the Transaction; and
III. Analysis of the fairness on the Transaction.
f. Conclusion
Based on the scope of works, assumptions, data, and information acquired from the Company's
management which was used in the preparation of this fairness opinion report, a review of the
financial impact on the Transaction as disclosed in the fairness opinion report, therefore in KR’s
opinion, the Transaction is fair.
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 Notes issuance transaction is a material transaction as referred to in OJK Regulation 17/2020
and the granting of Corporate Guarantee is an affiliated transaction as referred to in OJK Regulation
42/2020. Considering the value of the Transaction does not exceed 50% (fifty percent) of the
Company’s equity, thus the Company does not need GMS’ approval to implement the Transaction.
3. The Corporate Guarantee for the Notes issuance conducted by the Issuer is an affiliated transaction
which is only required to be reported to OJK based on OJK Regulation 42/2020 as the 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
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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.
4. The Transaction is not a conflict-of-interest transaction as referred to in OJK Regulation 42/2020.
5. 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 Transaction.
AFFILIATED TRANSACTION
1. The Relationship and Nature of the Affiliated Relationship of the Parties Conducting the
Material Transaction
The granting of Corporate Guarantees for the Notes issuance, is given by the Company and its
controlled subsidiaries which are owned directly or indirectly by the Company to the Issuer,
which is a wholly-owned subsidiary of the Company indirectly through MSS. Consequently, this
fulfills the definition of 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,
thus the affiliated transaction relating to the granting of such corporate guarantees must only
be reported to the OJK no later than 2 (two) business days after the Notes issuance.
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
Considering that the affiliated transaction referred to in the Transaction is the granting of
corporate guarantees for the Notes issuance, therefore generally, the guarantees can only be
provided by affiliated parties, whereby the Company and its controlled subsidiaries that grant
corporate guarantees, their financial statements are consolidated with the Company's financial
statements.
TRANSACTION DOCUMENTS
In the implementation of the Transaction, the parties involved in the Transaction have signed the
following documents, among others:
i. Preliminary Offering Circular dated 12 October 2023;
ii. Final Offering Circular dated 19 October 2023;
iii. Pricing Supplement dated 19 October 2023;
iv. Deed of Corporate Guarantee No. 143 until 151 all of which dated 27 October 2023 and drawn
up before Jose Dima Satria S.H., M.Kn., Notary in Jakarta;
v. Purchase Agreement dated 19 October 2023 signed by and between the Issuer, the Company
and the Initial Purchasers; and
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vi. Indenture dated 27 October 2023 signed by and between the Issuer, Parent Guarantor,
Subsidiary Guarantors, and Trustee.
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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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.
No extraction attempted yet.