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INFORMATION DISCLOSURE
Affiliated Transaction as stipulated on
OJK Regulation No. 42/POJK.04/2020 on Affiliate Transaction and Conflict of Interest Transaction
The Board of Commissioners and the Board of Directors of the Company are fully responsible for the
completeness and correctness of all information or material facts contained in this Information Disclosure and
affirm that there is no important and relevant information that is not stated that may cause material
information in this Information to Shareholders to be incorrect and/or misleading.
PT Wintermar Offshore Marine Tbk
(“Company”)
Business Activities:
Domestic Shipping and its Supporting Activities
focusing on vessels supporting offshore activities
for the oil and gas industry
Based in Jakarta, Indonesia
Office:
Jl. Kebayoran Lama No 155 West Jakarta - Indonesia
Phone. No. 62-21-5305201/2 Fax. No. 62-21-5305203
www.wintermar.com
investor_relations@wintermar.com
This Information Disclosure is related to the provision of a Corporate Guarantee granted by the
Company to its associated entity with 27.41% percentage of ownership in Fast Offshore Supply Pte.
Ltd ("FOS"), in order to obtain financing to acquire new vessel. The provision of Corporate Guarantee
is carried out together with FOS shareholders with a proportionate guaranteed portion in accordance
with its shareholding percentage in FOS ("Corporate Guarantee "). The Corporate Guarantee provided
by the Company in connection with the financing facility to be obtained by FOS from Chailease
International Financial Services (Singapore) Pte Ltd (“CFIS”), with the value of the financing facility to
be received by FOS in the amount of USD 6,500,000 (six million five hundred thousand United States
Dollars) ("Loan Transaction"). Thus, the guaranteed portion of the Company in accordance with its
shareholding percentage in FOS is 27.41%, so that the value of corporate guarantee granted by the
Company is USD 1,781,650 (one million seven hundred eighty-one thousand six hundred and fifty
United States Dollars), therefore such does not reach a material value as stipulated in OJK Regulation
No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities. The
transaction is an Affiliated Transaction as referred to Regulation No. 42/POJK.04/2020 concerning
Affiliated Transactions and Conflict of Interest Transactions.
Information Disclosure issued in Jakarta on October 5, 2023
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COMPANY INFORMATION
PT Wintermar Offshore Marine Tbk (the "Company") was established under the name PT Swakarya
Mulia Shipping based on Notarial Deed of Trisnawati Mulia SH, No. 98 dated 18 December 1995. The
incorporation deed has obtained approval from the Minister of Justice of the Republic of Indonesia
with Decree No.C2 7680.HT.01.01.TH.96 dated 6 March 1996.
The Company's Articles of Association was subsequently amended, latest with Deed No. 19 dated 7
June 2023 made before Rahayu Ningsih, S.H., Notary in Jakarta regarding the Statement of Circular
Resolution of the Board of Commissioners in Lieu of the Board of Commissioners Meeting regarding
the increase in issued and paid-up capital. This amendment has been reported and accepted by the
Minister of Law and Human Rights of the Republic of Indonesia with Letter No. AHU-AH.01.03-
0074799 dated 9 June 2023.
The Company's Business Activities
In accordance with Article 3 of the Company's Articles of Association, the scope of the Company's
activities includes businesses in the shipping sector. The Company commenced its commercial
activities in 1996. Currently, the Company is engaged in shipping with a focus on supporting vessels
for offshore transportation activities for the oil and gas industry.
Description of Investment in the Company's Subsidiaries (as of 31 July 2023):
Name of Subsidiary Location Business Commercial Total Asset Percentage of
Activity Operational Year as at 31 July 2023 Ownership [%]
(USD)
PT Wintermar Jakarta Shipping 1971 70,970,161 99,71
Wintermar (B) Sdn Bhd Brunei Shipping 2016 5,479,068 99,44
PT Arial Niaga Nusantara Palembang Shipping 1997 1,270,793 99,51
PT Azureus Simulator Asia Jakarta Shipping 2017 104,806 100,00
PT Nusa Maritim Jaya Jakarta Shipping 2021 242,669 100.00
PT Sentosasegara Mulia Jakarta Shipping & 1995 19,458,998 99,82
Shipping Trading
PT Hammar Marine Offshore Jakarta Shipping 2011 1,474,605 100,00
PT PSV Indonesia Jakarta Shipping 2010 26,838,056 51,00
PT Winpan Offshore Jakarta Shipping 2011 5,952,416 51,00
PT Win Offshore Jakarta Shipping 2012 13,339,015 100,00
PT WM Offshore Jakarta Shipping 2013 24,758,660 51,00
PT Wintermar Asia Jakarta Shipping 2017 79,824 100,00
PT Win Maritim Jakarta Shipping 2017 4,767,373 100,00
PT Fast Offshore Indonesia Jakarta Shipping 2009 17,102,023 51,00
PT Wintermar Geo Offshore Jakarta Geology - 2,809 98,00
Investment in Associate Companies
Name of Associate Location Business Commercial Total Asset as at Percentage of
Company Activity Operational 31 July 2023 Ownership [%]
Year (USD)
Fast Offshore Supply Pte Ltd Singapore Shipping 2005 13,865,102 27,41
PT Salam Pacific Offshore Palembang Shipping 2010 3,305,011 30,00
Nila Utama Pte Ltd Singapore Shipping 2021 228,973 50,00
PT Bahtera Sukses Adiguna Jakarta Shipping 2022 331,841 50,00
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History of the Company's Share Listing
Information Number of Offer Price per Shares Listing
Shares Share
Initial Public Offering/Company Listing accompanied by 900.000.000 Rp. 380,- 29 November 2010
Warrant Seri I
Effective Statement of Bapepam-LK No. 10515/BL/2010
dated 19 November 2010
Exercise of Stock Warrant Seri I 57.287.232 Rp. 450,- Indonesia Stock Exchange
MESOP I Tranche 1 Program 11.865.525 Rp. 300,- Indonesia Stock Exchange
MESOP I Tranche 2 Program 11.766.200 Rp. 310,- Indonesia Stock Exchange
MESOP II 15.729.000 Rp. 390,- Indonesia Stock Exchange
Shares Dividend 57.807.429 21 June 2013
GMS Approval dated 5 June 2013 Indonesia Stock Exchange
IFC Loan Conversion 190.000.000 Rp. 492,127 14 April 2014
Indonesia Stock Exchange
Capital Increase Without Preemptive Rights 116.917.000 Rp. 800,- 2 May 2014
Indonesia Stock Exchange
Shares Dividend 26.648.163 Rp. 1.160,- 15 July 2014
GMS Approval dated 5 June 2014 Indonesia Stock Exchange
Capital Increase Without Preemptive Rights 200.000.000 Rp. 350,- 14 February 2018
GMS Approval dated 18 May 2017 Indonesia Stock Exchange
Capital Increase Without Preemptive Rights (Management 5.000.000 Rp.120 29 November 2019
Stock Allocation) Indonesia Stock Exchange
GMS Approval dated 21 May 2019
Capital Increase Without Preemptive Rights 90.125.417 Rp.120 20 May 2021
GMS Approval dated 21 May 2019 Indonesia Stock Exchange
Capital Increase Without Preemptive Rights 5.950.000 Rp.150 18 November 2021
MESOP IV Indonesia Stock Exchange
GMS Approval dated 21 May 2019
Capital Increase Without Preemptive Rights 7.000.000 Rp.150 24 December 2021
(Management Stock Allocation) Indonesia Stock Exchange
GMS Approval dated 21 May 2019
Capital Increase Without Preemptive Rights 175.000 Rp.150 13 May 2022
MESOP V Indonesia Stock Exchange
GMS Approval dated 19 August 2021
Capital Increase Without Preemptive Rights 200.000 Rp.150 19 May 2022
MESOP V Indonesia Stock Exchange
GMS Approval dated 19 August 2021
Capital Increase Without Preemptive Rights 300.000 Rp.150 2 June 2021
MESOP V Indonesia Stock Exchange
GMS Approval dated 19 August 2021
Capital Increase Without Preemptive Rights 8.925.000 Rp.120 15 December 2022
MESOP IV Indonesia Stock Exchange
GMS Approval dated 21 May 2019
Capital Increase Without Preemptive Rights 3.125.000 Rp.150 15 December 2022
MESOP V Indonesia Stock Exchange
GMS Approval dated 19 August 2021
Capital Increase Without Preemptive Rights 600.000 Rp 150 13 June 2023
MESOP V Indonesia Stock Exchange
GMS Approval dated 19 August 2021
Amount of Share 4.359.412.057
a. Capital and Composition of the Company's Shareholders
In accordance with the List of Company's Shareholders, the Company's shareholding structure as of 30 September
2023 is as follows:
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NOMINAL VALUE NILAI
INFORMATION NUMBER OF SHARES NOMINAL %
Rp. 100,- per Share
Authorised Capital 14.220.000.000 1.422.000.000.000 -
Issued and paid-up Capital
1 PT Wintermarjaya Lestari 1.484.926.248 148.492.624.800 34,063
2 Johnson Williang Sutjipto 297.796.372 29.779.637.200 6,831
3 Manoj Pitamber Nanwani 219.314.200 21.931.420.000 5,031
4 Board of Commissioners and Board of Directors of
Company
a. Sugiman Layanto (Managing Director) 326.568.364 32.656.836.400 7,491
b. Nely Layanto (Director) 36.547.189 3.654.718.900 0,838
c. Janto Lili (Director) 6.724.259 672.425.900 0,154
d. Muhamad Shanie Mubarak (Director) 2.100.000 210.000.000 0,048
e. John Stuart Anderson Slack (Commissioner) 66 6.600 0,000
5 Public (each below 5%) 1.985.435.359 198.543.535.900 45.544
Total Issued and Paid-up Capital 4.359.412.057 435.941.205.700 100,000
Shares in Portfolio -
b. Composition of the Company's Board of Commissioners and Board of Directors
In accordance with the Company Deed No. 30 dated 15 June 2023 made before Notary Rahayu
Ningsih, S.H, Notary in Jakarta, the composition of the Company's Board of Commissioners and Board
of Directors as of the date of this Information Disclosure to Shareholders is as follows:
Commissioner
President Commissioner (Independent : Jonathan Jochanan
Commissioner)
Independent Commissioner : Sim Idrus Munandar
Commissioner : John Stuart Anderson Slack
Management
Managing Director : Sugiman Layanto
Director : Nely Layanto
Director : Janto Lili
Director : Muhamad Shanie Mubarak
c. Corporate Secretary
Name : Nely Layanto
d. Audit Committee
Based on the resolution of the Board of Commissioners on 19 July 2021, the Audit Committee
has been appointed with the following composition
Chairman : Sim Idrus Munandar
Members : Antonius Karamoy
: Hanafiah Alam
e. Summary of the Company's Financial Statement
The Company's Consolidated Financial Statements for the period of 7 (seven) months ended 31 July
2023 reviewed by Public Accountant Riki Afrianof AP No. 1017 from Public Accounting Firm Suharli,
Sugiarto & Partners with Report No. 008/REV/SSR-RAF/2023 dated 21 September 2023, and for the
Years ended 31 December 2022 and 2021 that have been audited by Public Accountants Tjun Tjun
No. AP. 1115 and Eishennoraz No AP. 1155 of Public Accounting Firm Amir Abadi Jusuf, Aryanto,
Mawar & Partners with Report No. 00265/2.1030/AU.1/05/1115-1/1/III/2023 dated 29 March 2023.
The consolidated Financial Statement is presented without modification, the consolidated financial
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position of PT Wintermar Offshore Marine Tbk and its subsidiaries, as well as the performance of
consolidated financial statement and consolidated cash flows for the year ended on that date, comply
with Indonesian Accounting Standards.
(in full amount of USD, except disclosed otherwise)
Balance Sheet The 7 (seven) month The 12 (twelve) month period
period ending 31 July ending on
2023 31 December
(reviewed) 2022 2021
(audited) (audited)
Asset
Current asset 41,190,697 40,315,980 42,663,309
Non-current assets 149,908,730 149,129,756 153,418,207
Asset Total 191,099,427 189,445,736 196,081,516
Liability and Equity
Short-term Liability 17,508,000 15,748,319 19,314,102
Long-term Liability 16,349,869 18,088,990 22,801,793
Total of Liabilities 33,857,869 33,837,309 42,115,895
Equity 157,241,558 155,608,427 153,965,621
Total of Liabilities and Equity 191,099,427 189,445,736 196,081,516
(in full amount of USD, except disclosed otherwise)
Profit and Loss The 7 (seven) month The 12 (twelve) month period
period ending 31 July ending on
2023 31 December
(reviewed) 2022 2021
(audited) (audited)
Revenues 37,080,010 61,000,664 42,253,131
Direct Expense (30,144,933) (49,763,392) (36,266,301)
Gross Profit 6,935,077 11,237,272 5,986,830
Operating Expenses (3,478,611) (5,935,346) (5,343,936)
Other Income 101,350 1,170,150 3,273,569
Other Expenses (367,236) (3,818,367) (959,301)
Final Tax Expenses (426,173) (656,973) (586,793)
Profit from Operation 2,764,407 1,996,736 2,370,369
Profit for the Year/Current Period 2,071,787 861,095 130,097
Total Comprehensive Profit for the 1,990,891 956,188 635,042
Year/Current Period
Total profit (loss) for the year/current period
attributable to
- Owner of the Parent Entity 1,992,153 1,110,305 182,015
- Non-Controlling Interest 79,634 (249,210) (51,918)
Total comprehensive profit (loss) for the
year/current period attributable to
- Owner of the Parent Entity 1,992,153 1,191,538 681,500
- Non-Controlling Interest 79,634 (235,350) (46,458)
Earnings Per Share (in cent USD)
- Basic 0.046 0.025 0.004
- Diluted 0.046 0.025 0.004
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In 2023 and 2022, the Company's subsidiaries purchased several vessels which had an impact on
increasing revenue and profit for the current period. In addition, in order to develop its business,
the Company also took over the ownership of PT Win Offshore and PT Hammar Marine Offshore
from minority shareholders and invested in a new associate company.
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DESCRIPTION OF THE TRANSACTION
The world is experiencing a steady recovery, the global economy is recovering, demand for oil and gas
is rising, pushing oil prices higher. This increase in demand leads to new drilling cycles, which drive
utilisation and higher demand levels in the offshore support vessel (OSV) industry. In line with this,
the Company is implementing a growth strategy, with the addition of a fleet of vessels focusing on
higher value vessels such as Anchor Handling Tug Supply (AHTS), Platform Supply Vessel (PSV) and Fast
Multipurpose Supply Vessel (FMPV) vessel types with an estimated surge in demand for offshore
support vessels (OSV) will encourage an increase in charter rates.
The Company owns 27.41% shares in the associated entity, Fast Offshore Supply Pte. Ltd (FOS) which
has built FMPV vessels and also has 9 FMPV type vessels, where some of the FOS’ fleets are currently
under contract work in Brunei Darussalam. FOS plans to build 1 (one) unit of FMPV vessel to increase
the capacity of the FMPV fleet. For this plan, FOS has obtained a funding commitment from CIFS
amounting to USD 6,500,000 (six million five hundred thousand United States Dollars).
One of the conditions for such financing is that FOS shareholders are obliged to provide a Corporate
Guarantee. While other shareholder provides an overall or 100% corporate guarantee, CIFS requires
the Company to provide a Corporate Guarantee in proportionate manner in accordance with its share
ownership in FOS. Thus, according to the Company's percentage ownership in FOS, which is 27.41%,
the Corporate Guarantee provided by the Company to FOS is amounting to USD 1,781,650 (one million
seven hundred eighty-one thousand six hundred and fifty United States Dollars). It is expected that
the vessel to be built by FOS with financing guaranteed by the shareholders of FOS including the
Company, can meet future market demand and increase the Company's revenue.
On 3 October 2023, FOS has signed a financing agreement with CIFS, where the Company as one of
the Guarantor Companies, also signed the Corporate Guarantee in the same agreement, to guarantee
the financing received by FOS to CIFS.
The Corporate Guarantee is an Affiliated Transaction in terms of ownership and management as
stipulated in OJK Regulation No. 42/POJK.04/2020 but does not reach a material value as referred to
in OJK Regulation No. 17/POJK.04/2020. Thus, the submission of this Information Disclosure complies
with article 4 paragraph 3 letter a of OJK Regulation No. 42/POJK.04/2020 by submitting the same to
the Financial Services Authority and announcing through the website of Indonesia Stock Exchange
www.idx.co.id and the Company's website www.wintermar.com no later than 2 (two) working days
after the signing date of the Agreement containing the provision of Corporate Guarantee which
guarantees the financing to be received by FOS from CIFS.
DESCRIPTION OF CORPORATE GUARANTEE FOR FINANCING FACILITY RECEIVED BY FOS FROM
CHAILEASE INTERNATIONAL FINANCIAL SERVICES (SINGAPORE) PTE. LTD.
Value of Facility received by FOS
Based on the Facility Agreement dated 3 October 2023, the value of the facility to be received by FOS
is USD 6,500,000 (six million five hundred thousand United States Dollars), to financing to acquire new
vessel, which is a type of Multi Fast Utility Vessel (MFUV), a multi-functional fast vessel able to carry
out passenger and freight movements.
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Term of the Facility
The period of this Facility is 48 (forty-eight) months from the date of the disbursement of funds.
The Interest of the Facility
This Facility is held at an interest rate of 4.95% per annum plus the Secured Overnight Financial Rate
issued by The Federal Reserve Bank of New York.
Corporate Guarantee value provided by FOS Shareholders
FOS shareholders have signed a Corporate Guarantee agreement with the following details:
No. Name of Corporate Guarantor for Date of Company’s Corporate Guarantee Value
financing the Facility to be received Guarantee to CIFS USD %
by FOS
1. Seacoral Maritime Pte Ltd 3 October 2023 6.500.000 100,00*)
2. PT Wintermar Offshore Marine Tbk 3 October 2023 1.781.650 27,41
*) It is a requirement from Chailease International Financial Services (Singapore) Pte. Ltd for Seacoral Maritime Pte Ltd to provide 100%
corporate guarantee, even though the Company provides a corporate guarantee in proportionate manner, in accordance with its
shareholding percentage in FOS.
DESCRIPTION OF FAST OFFSHORE SUPPLY PTE LTD (FOS)
FOS is a business entity established under the laws of the Republic of Singapore with Registration
Number 199609238G.
Business Activities
The scope of activities in the field of Shipping.
Office Address
Address : 9 Pandan Road, Singapore 609257
Phone No. : +65 6265 1891
Fax No. : +65 6265 6343
Email : enquries@fastoffshore.com
Website : http://www.fastoffshore.com.sg/
FOS Capital Structure and Shareholder Composition
(in full amount of USD)
No. Name of Shareholders Value of Percentage
Issued Capital (%)
1. Seacoral Maritime Pte Ltd 6,120,037 64.44
2. PT Wintermar Offshore Marine Tbk 2,603,296 27.41
3 Andrew Tsui Wai Cheong 773,730 8.15
Total 9,497,063 100.00
FOS Board Composition
Director : Ooi Ka Lok
Director : Sugiman Layanto
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Summary of FOS Financial Statement
(in full amount of USD)
Financial Position Report The 7 (seven) month The 12 (twelve) month period
period ending on 31 ending on
July 2023 31 December
(Unaudited) 2022 2021
(diaudit) (diaudit)
Assets 63,268,159 61,212,515 65,706,443
Liabilities 29,105,759 27,579,336 33,900,377
Equity 34,162,400 33,633,179 31,806,066
Sales 13,810,610 20,869,231 21,880,221
Main Expenses of Sales 10,607,785 17,317,845 17,289,117
Operating Expenses 1,800,709 2,800,161 2,889,213
Net profit Year/Current period 1,045,507 1,826,947 1,833, 423
Other Comprehensive Income
Total 0 0 57,000
Total Comprehensive Profit (Loss) of the 1,045,507 1,826,947 1,890,423
Year/Current Period
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THE NATURE OF THE AFFILIATED RELATIONSHIP IN THE TRANSACTION
Affiliated Relationship in terms of Ownership
SEACORAL MARITIME PT WINTERMAR
PTE LTD OFFSHORE MARINE Tbk
(Company)
64.44 % 27.41 %
FAST OFFSHORE SUPPLY
PTE LTD (FOS)
- The Company owns 27.41% (twenty-seven point four one percent) shareholding in FOS.
- Mr. Sugiman Layanto is an Ultimate Beneficial Ownership of Seacoral Maritime Pte Ltd, also a
controlling shareholder of the Company.
Affiliated Relationship in terms of Management
FOS Company
Sugiman Layanto Director Managing Director
- Mr. Sugiman Layanto serves as Managing Director of the Company who also serves as Director
of FOS.
COMPLIANCE WITH APPLICABLE CAPITAL MARKET REGULATIONS
In accordance with the Company's Consolidated Financial Statement for the period of 7 (seven)
months ended 31 July 2023 reviewed by Public Accountant Riki Afrianof AP No. 1017 from Public
Accounting Firm Suharli, Sugiharto & Partner with Report No. 008/REV/SSR-RAF/2023 dated 21
September 2023, the Company's Equity is amounting USD 157,241,558 (one hundred fifty-seven
million two hundred forty-one thousand five hundred and fifty-eight United States Dollars), which
therefore the Value of Corporate Guarantee granted by the Company to guarantee the facility to be
received by FOS from CIFS. with proportion of Company's guarantee with value of USD 1,781,650 (one
million seven hundred eighty-one thousand six hundred and fifty US Dollars) is 1.13% (one point
thirteen percent) of the Company's equity which does not reach a material value as referred to in OJK
Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities.
The granting of the Corporate Guarantee that has been carried out is an Affiliated Transaction as
referred to in OJK Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of
Interest Transactions, thus in accordance with Article 4 paragraph 3 letter a of OJK Regulation No.
42/POJK.04/2020, this Information Disclosure is to be submitted to the Financial Services Authority
and to be announced to the public through the website of the Indonesia Stock Exchange www.idx.co.id
and the Company's website www.wintermar.com no later than 2 (two) working days after the date of
signing the Corporate Guarantee Agreement guaranteeing the receipt of FOS financing from CIFS.
which signing has been carried out on 3 October 2023. In this regard, the Company announce this
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Information Disclosure through the Indonesia Stock Exchange website and the Company's website on
5 October 2023.
In connection with the above Transaction, the Company has done the following:
1. Approved the offering letter of KJPP Kusnanto & Partners as well as Work Agreement No.
KR/230906-001 dated 6 September 2023, for the assignment of assessment of fairness opinion
services and the Company has received Report No. 00134/2.0162-00/BS/05/0153/1/X/2023
dated 3 October 2023.
2. Has announced this Information Disclosure in order to comply with OJK Regulation No.
42/POJK.04/2020 through the website of Indonesia Stock Exchange www.idx.co.id and the
Company's website www.wintermar.com on 5 October 2023.
3. Submit this Information Disclosure to the Financial Services Authority on 5 October 2023.
EXPLANATION, CONSIDERATION AND REASONS FOR CARRYING OUT THE TRANSACTION, COMPARED
TO IF OTHER SIMILAR TRANSACTIONS WERE CARRIED OUT THAT WERE NOT CARRIED OUT WITH
AFFILIATED PARTIES
The granting of guarantee in the form of Corporate Guarantee to secure the facility to be received by
FOS from CIFS in order to finance the acquisition of new vessel is carried out jointly with another FOS
shareholder, where the Company provides corporate guarantee in proportionate manner in
accordance with its shareholding percentage in FOS, which is a commitment to be carried in order to
support business growth in the Company's business group. The Company's investment in the form of
FOS shares participation will obtain results of such transaction after the vessel starts to operate within
an estimated period of 6 (six) months, while FOS installment repayment to CIFS will be paid for a
period of 48 (forty-eight) months. Thus, the Company believes that with market conditions and
demand for FOS' fleet of vessels, FOS will have the ability to carry out its obligations to CIFS in a timely
manner.
IMPACT OF TRANSACTION ON THE COMPANY
The granting of Corporate Guarantee to FOS will not have an impact on the Company's operations and
finances because FOS has sufficient funds to repay the facility and interest until the end of the facility
period.
In 2023, FOS will obtain a facility from CIFS worth USD 6,500,000 (six million five hundred thousand
United States Dollars) which will not directly impact the Company's operations and finances in 2023.
FOS will add 1 (one) vessel of its fleet, the vessel is estimated to be operational starting in July 2024
and is estimated to generate additional profit for the current year of the Company through the profit
share of associated entities in 2024 and future years.
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INDEPENDENT PARTY AND SUMMARY INDEPENDENT PARTY REPORT
Kusnanto & Partners Public Appraisal Service Office ("KJPP KR"), an official KJPP that has a business
license from the Ministry of Finance No. 2.19.0162 dated 15 July 2019 and is a registered capital
market supporting profession at the Financial Services Authority ("OJK") with a Professional
Registration Certificate (STTD) for Capital Market Supporting Profession No. STTD. PB-01/PJ-
1/PM.223/2023 (business appraiser), has been appointed by the Company as an independent
appraiser to provide a fairness opinion on the Corporate Guarantee in accordance with assignment
letter No. KR.230906-001 dated 6 September 2023 which has been approved by the Company's
management.
The following is a summary of the fairness opinion report on the Corporate Guarantee as stated in
report No. 00134/2.0162-00/BS/05/0153/1/X/2023 dated 3 October 2023.
The Parties on the Corporate Guarantee
The parties involved in the Corporate Guarantee are the Company, FOS and CIFS.
Object of Transaction Fairness Opinion
The object of the transaction in the Fairness Opinion on the Corporate Guarantee is a transaction
where the Company has agreed to provide a corporate guarantee to CIFS in accordance with the
portion of its share ownership to FOS, which is 27.41% or equivalent to USD 1,781,650 (one million
seven hundred eighty-one thousand six hundred and fifty US Dollars) in order to fulfill one of the
conditions and requirements of the Loan Transaction as stipulated in the Facility Agreement.
Objective and Purpose of Fairness Opinion
The objective and purpose of preparing a fairness opinion report on the Corporate Guarantee is
to provide an overview to the Board of Directors of the Company regarding the fairness of the
Corporate Guarantee from a financial aspect and to comply with applicable regulations, namely POJK
42/2020.
Limiting Conditions and Key Assumptions
The analysis of the Fairness Opinion on the Corporate Guarantee is prepared using data and
information as disclosed above, which data and information has been reviewed by KJPP KR. In carrying
out the analysis, KJPP KR relies on the accuracy, reliability, and completeness of all financial
information, information on the Company's legal status and other information provided to KJPP KR by
the Company or that is publicly available and KJPP KR is not responsible for the correctness of such
information. Any changes to such data and information may materially affect the result of KJPP KR's
opinion. KJPP KR also relies on assurances from the Company's management that in their good
knowledge, there is no fact that causes the information provided to KJPP KR to be incomplete or
misleading. Therefore, KJPP KR is not responsible for changes in conclusions on the KJPP KR Fairness
Opinion due to changes in data and information.
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Projections of the Company's consolidated financial statements before and after the Corporate
Guarantee are prepared by the Company's management. KJPP KR has reviewed the projected financial
statements and the projected financial statements have described the Company's operating
conditions and performance. Broadly speaking, there are no significant adjustments that KJPP KR
needs to make to the Company's performance targets.
KJPP KR does not inspect the Company's fixed assets or facilities. In addition, KJPP KR also does not
provide an opinion on the taxation impact of the Corporate Guarantee. The services provided by KJPP
KR to the Company in connection with the Corporate Guarantee are only the provision of a Fairness
Opinion on Corporate Guarantee and not accounting, auditing, or taxation services. KJPP KR does not
conduct research on the validity of transactions from legal aspects and implications of taxation
aspects. The Fairness Opinion on the Corporate Guarantee is only reviewed from an economic and
financial perspective. The Fairness Opinion Report on the Corporate Guarantee is a non-disclaimer
opinion and is a report that is open to the public unless there is confidential information, which may
affect the Company's operations. Furthermore, KJPP KR has also obtained information on the legal
status of the Company and FOS based on the Company's articles of association and FOS.
The work of KJPP KR related to the Corporate Guarantee does not constitute and cannot be
interpreted as constituting in any form, a review or audit, or the implementation of certain procedures
on financial information. Nor can such work be intended to reveal weaknesses in internal control,
errors or irregularities in financial statements, or violations of law. In addition, KJPP KR has no
authority and is not in a position to obtain and analyze any other form of transactions beyond the
Corporate Guarantee that is and may be available to the Company and the effect of such transactions
on the Corporate Guarantee.
This Fairness Opinion is prepared based on market and economic conditions, general business and
financial conditions, and Government regulations related to the Corporate Guarantee on the date this
Fairness Opinion is issued.
In the preparation of this Fairness Opinion, KJPP KR uses several assumptions, such as the fulfillment
of all conditions and obligations of the Company and all parties involved in the Corporate Guarantee.
The Corporate Guarantee will be carried out as described in accordance with the stipulated period
and the accuracy of information regarding the Corporate Guarantee disclosed by the Company's
management.
This Fairness Opinion should be viewed as a whole and the use of a portion of the analysis and
information without considering the other information and analysis as a whole may lead to misleading
views and conclusions about the process upon which the Fairness Opinion is based. The preparation
of this Fairness Opinion is a complex process and may not be possible through incomplete analysis.
13
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KJPP KR also assumes that from the date of issuance of the Fairness Opinion until the date of the
occurrence of this Corporate Guarantee, there has not been any change that has a material effect on
the assumptions used in the preparation of this Fairness Opinion. KJPP KR is not responsible for
reaffirming or supplementing, updating KJPP KR's opinion due to changes in assumptions and
conditions, as well as events that occurred after the date of this report. The calculation and analysis
in the context of providing a Fairness Opinion has been carried out correctly and KJPP KR is responsible
for the Fairness Opinion Report.
Conclusion of this Fairness Opinion applies where there are no changes that have a material impact
on the Corporate Guarantee. Such changes include, but are not limited to, changes in conditions both
internally and externally, namely market and economic conditions, general business, trade, and
financial conditions, as well as Indonesian government regulations and other relevant regulations after
the date this Fairness Opinion Report is issued. If after the date this Fairness Opinion Report is issued
there are changes mentioned above, the Fairness Opinion on the Corporate Guarantee may differ.
Approach Used and Procedure for Fairness Opinion on Corporate Guarantee
In evaluating the Fairness Opinion on the Corporate Guarantee, KJPP KR has conducted an analysis
through the approach and procedure of the Fairness Opinion on the Corporate Guarantee from the
following:
I. Analysis of the Corporate Guarantee Transaction;
II. Qualitative and Quantitative Analysis of Corporate Guarantee Transaction; and
III. Analysis of the Fairness of the Corporate Guarantee Transaction.
Conclusion
Based on the scope of work, assumptions, data, and information obtained from the Company's
management used in the preparation of this report, a review of the financial impact of the Corporate
Guarantee as disclosed in this Fairness Opinion Report, KJPP KR believes that the Corporate Guarantee
conducted by the Company is Fair.
STATEMENT OF DIRECTORS AND BOARD OF COMMISSIONERS
The Board of Directors and Board of Commissioners of the Company declare:
1. That all information in the Disclosure dated 5 October 2023, has disclosed all material facts and
such information is not misleading.
2. The Corporate Guarantee granted to FOS for securing a facility to be received from CIFS to
financing acquisition of new vessel is an Affiliated Transaction.
3. The proportional Corporate Guarantee granted by the Company as FOS shareholder with
27.41% ownership, in the form of a corporate guarantee with value of USD 1,781,650 (one
million seven hundred eighty one thousand six hundred and fifty United States Dollars) did not
reach the material value as referred to in OJK Regulation No. 17/POJK.04/2020 concerning
Material Transactions and Changes in Business Activities.
4. In the agreements signed by the Company with other parties, including Creditors there are no
certain conditions that require the Company to apply for approval and in the agreements signed
in the framework of this Transaction.
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ADDITIONAL INFORMATION
For further information regarding the above, please contact the Company during working hours with
the following address:
Corporate Secretary
PT Wintermar Offshore Marine Tbk
Jl. Kebayoran Lama No 155 Jakarta Barat - Indonesia
Telp. No. 62-21 530 5201
Fax. No. 62-21 530 5203
www.wintermar.com
investor_relations@wintermar.com
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Names mentioned 0 people and organisations named in the text · linked when the evidence is strong
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12 Sep 2026 22:02
Raw output
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