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20231002_HERO_Transaksi Material Tanpa Persetujuan RUPS_31434066_lamp2.pdf
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INFORMATION DISCLOSURE FOR THE PUBLIC
IN RELATION TO MATERIAL TRANSACTION AND AFFILIATED PARTY TRANSACTION
OF PT HERO SUPERMARKET TBK
THIS INFORMATION DISCLOSURE FOR THE PUBLIC (“DISCLOSURE OF INFORMATION”) IS
PROVIDED IN COMPLIANCE WITH: (A) INDONESIAN FINANCIAL SERVICES AUTHORITY (OTORITAS
JASA KEUANGAN - "OJK") REGULATION NO. 17/POJK.04/2020 ON MATERIAL TRANSACTIONS AND
CHANGES TO BUSINESS ACTIVITIES ("OJK RULE 17/2020"), (B) OJK REGULATION NO.
42/POJK.04/2020 ON AFFILIATED PARTY TRANSACTIONS AND CONFLICT OF INTEREST
TRANSACTIONS ("OJK RULE 42/2020"), AND (C) OJK REGULATION NO. 31/POJK.04/2015 ON
DISCLOSURE OF MATERIAL INFORMATION OR FACTS BY ISSUERS OR PUBLIC COMPANIES ("OJK
RULE 31/2015").
PT HERO SUPERMARKET Tbk
(“COMPANY”)
Based in South Tangerang
Business fields:
Engaged in supermarket, hypermarket, and other retail businesses.
Store Support Centre
(Headquarters)
Graha Hero, CBD Bintaro Jaya Sektor 7 Blok B7/A7
Pondok Jaya, Pondok Aren, South Tangerang,
Banten 15220, Indonesia
Telephone: (021) 8378 8388
Official Website: www.hero.co.id
This Disclosure of Information is made in compliance with the Company's obligation to announce information to
the public regarding a material transaction conducted by the Company for the purposes of a subsequent
transaction with its Affiliate (as referred to in Law No. 8 of 1995 on Capital Market).
This Disclosure of Information contains information on a loan facility from MUFG BANK, LTD., JAKARTA
BRANCH (“Bank”) to the Company based on Loan Agreement dated September 27th, 2023 between the
Company and the Bank (“Facility Agreement”), which specifically is intended for a capital injection by the
Company into PT Rumah Mebel Nusantara (“RUMAH”), which is the Company’s Affiliate (being a controlled
subsidiary owned by the Company with a total percentage of ownership amounting to 99.99% of all issued and
paid-up capital in RUMAH) ("Transaction").
Vide this Disclosure of Information, the Company explains that:
1. this Transaction is a Material Transaction as referred to in Article 3 paragraph (1) of OJK Rule 17/2020,
with a transaction value of at least 20% of the Company's equity, on the basis that the loan facility received
by the Company from the Bank is amounting to an equivalent of Rp400,000,000,000 (four hundred billion
rupiah). Therefore, the percentage value of the Transaction is 37.47% against the Company's equity
which is Rp1,067,636,000,000 (one trillion sixty-seven billion six hundred thirty-six million rupiah) based
on the latest interim consolidated financial statements of the Company for the period ending June 30th,
2023 as limited reviewed by Public Accountant Tanudiredja, Wibisana, Rintis & Partners;
2. this Transaction is an Affiliated Party Transaction as referred to in Article 1 paragraph (3) of OJK Rule
42/2020 that does not contain a Conflict of Interest as referred to in OJK Rule 42/2020, on the basis
that the funds received by the Company from the Bank will be utilized as capital injection by the
Company into RUMAH;
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3. this Transaction is exempted from the requirements to obtain the approval of a General Meeting of
Shareholders ("GMS") and to obtain a fairness opinion from an independent appraiser given that (a)
with respect to the Material Transaction under OJK Rule 17/2020, the Company receives a loan directly
from a bank and/or financial institution; and (b) with respect to the Affiliated Party Transaction under
OJK Rule 42/2020, the Company is injecting a capital to RUMAH, its controlled subsidiary whose shares
or capital are at least 99% owned by the Company; and
4. this Transaction contains material information or facts which may affect the securities trading price of
the Company on the Indonesia Stock Exchange ("IDX") or the investment decision of investors, potential
investors or any other parties who may have interest on such information or facts ("Material
Information"), as referred to in Article 1 of OJK Rule 31/2015.
In conclusion, to carry out the Transaction, the Company is not required to (i) obtain the approval of a GMS,
and (ii) have an appraiser to appraise the fair market value of the transaction object and/or its fairness,
although, in accordance with the prevailing rules, the Company must publish a Disclosure of Information to the
public regarding the Transaction and submit supporting documents to the OJK no later than 2 (two) working
days after the execution date of the Transaction and report the result of the Material Transaction in the Annual
Report.
If you have difficulty understanding this Disclosure of Information or are in doubt about making a decision, you
should consult an investment advisor or other professional advisor.
This Disclosure of Information is published on October 2nd, 2023
FOREWORD
This Disclosure of Information is made to comply with the provisions of OJK Rule 17/2020, OJK Rule 42/2020,
and OJK Rule 31/2015.
I. BRIEF DESCRIPTION OF PARTIES IN THE TRANSACTION
A. Brief Description of the Company
1. Brief History of the Company
PT Hero Supermarket Tbk (“Company”) was established in Jakarta based on the Notary Deed of Djojo
Mulyadi, S.H., No. 19 dated July 5th, 1971 under the name PT Hero-Mini Supermarket. The Deed of
Establishment of the Company was approved by the Minister of Justice, Director of the Directorate of
Civil Affairs for the Head of the Legal Entity Service, from the Register of the Minister of Justice No. J.A.
5/169/11 date August 5th, 1972.
Company’s Articles of Association have been amended from time to time. The latest amendment was
in relation to amendment to the Articles of Association in order to adjust the Period of Establishment of
the Company (Article 2 of the Articles of Association) based on the Deed of Statement of Shareholders
Resolutions on the Annual General Meeting of Shareholders No. 88 dated May 31st, 2023 made before
Mala Mukti S.H., LL.M. The deed has been approved by the Minister of Law and Human Rights of the
Republic of Indonesia with Decree No. AHU-AH.01.03-0075367 and has been registered in the Company
Register No. AHU-0107307.AH.01.11.TAHUN 2023 dated June 12th, 2023.
The Company firstly listed its shares on the Indonesia Stock Exchange through an Initial Public Offering
held in 1989 under share code "HERO".
The Company's head office is located at Graha Hero, CBD Bintaro Sektor 7 Blok B7 / A7 South
Tangerang.
2. Capital and Shareholding Composition
The Company's current capital structure is as follows:
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Nominal Total Nominal Value
Information Number of Shares Value per (Rp)
Shares (Rp)
Authorized Capital 9,000,000,000 50 450,000,000,000
Issued and Paid-Up Capital 4,183,634,000 50 209,181,700,000
The Company's shareholders composition, based on the Shareholders Register issued by the
Company's Share Registrar (Biro Administrasi Efek (BAE)), PT EDI Indonesia, as of June 30th, 2023
and until the report was published, is as follows:
Shareholders Number of Shares %
Mulgrave Corporation B.V. 2,660,194,960 63.59
The Dairy Farm Company Ltd* 1,075,607,367 25.71
PT Hero Pusaka Sejati 112,123,931 2.68
Public Shareholders 335,707,742 8.02
Total 4,183,634,000 100
*) The above number of shares includes the share ownership through another shareholder, namely Credit Lyonnais
Securities Asia (CLSA) Ltd.
3. Board of Commissioners and Board of Directors of the Company
The current composition of the Board of Commissioners and Board of Directors of the Company is as
follows:
Board of Commissioners
President Commissioner : Ipung Kurnia
Independent Commissioner : Erry Riyana Hardjapamekas
Independent Commissioner : Lindawati Gani
Independent Commissioner : Natalia Poerwati Pangastuti Soebagjo
Commissioner : Jan Martin Onni Lindstrom
Commissioner : Tom Cornelis Gerardus van der Lee
Commissioner : Christopher Bryan Bush
Board of Directors
President Director : Ingemar Patrik Lindvall
Director : Hadrianus Wahyu Trikusumo
Director : Kalani Naresh Kumar
Director : Dina Sandri Fani
Director : Hendy
Director : Man Kit Lee
4. Business Activities
Based on Article 3 of the Company's Articles of Association, the purposes and objectives and main
business activities of the Company is to engage in retail business.
B. Brief Description of RUMAH
1. Incorporation of RUMAH
RUMAH was established based on Deed of Establishment No. 48 dated May 18th 2020 made before
the Notary Mala Mukti, S.H., LL.M. The deed of establishment was approved by the Minister of Law and
Human Rights of the Republic of Indonesia in its Decision Letter No. AHU-0024520.AH.01.01.Year 2020
dated, May 19th, 2020.
The RUMAH’s office is located at di Jalan Sutera Boulevard Kav. 45, Kel. Kunciran, Kec. Pinang,
Tangerang City, Banten Province.
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2. Shareholding Composition of RUMAH
RUMAH's current shareholders composition is as follows:
No. Name of Shareholders Number of Shares Total Paid-up Capital Stock Percentage of
Ownership
1 PT Hero Supermarket Tbk 70,233,411 702,334,110,000 99.99%
2 PT Hero Intiputra 1 10,000 0.01%
TOTAL 70,233,412 702,334,120,000 100.00%
The majority shareholder of RUMAH based on the composition of share ownership above is Company
with an ownership of 99.99%, while the rest is PT Hero Intiputra of 0.01%.
3. Board of Commissioners and Board of Directors of RUMAH
The current composition of the Board of Commissioners and Board of Directors of RUMAH is as follows:
President Commissioner : Ipung Kurnia
Commissioner : Dina Sandri Fani
President Director : Ingemar Patrik Lindvall
Director : Hadrianus Wahyu Trikusumo
Director : Paulus Raharja
4. Business Activities of RUMAH
In accordance with Article 3 of the Deed of Establishment of RUMAH, the purposes and objectives and
main business activities of RUMAH is to engage in retail business.
II. DESCRIPTION OF THE TRANSACTION
A. Transaction
The Transaction is a loan facility received by the Company from the Bank which will subsequently utilized
by the Company to be injected as equity into RUMAH.
RUMAH is a controlled subsidiary owned by the Company with a total percentage of ownership
amounting to 99.99% of all issued and paid-up capital in RUMAH.
B. Transaction Value
The Company entered a Loan Agreement with the Bank and receive a loan facility equivalent of
Rp400,000,000,000 (four hundred billion rupiah). The percentage value of the Transaction is 3 7.47%
against the Company's equity which is Rp1,067,636,000,000 (one trillion sixty-seven billion six hundred
thirty-six million rupiah) based on the latest interim consolidated financial statements of the Company
for the period ending June 30th, 2023 as limited review by Public Accountant Tanudiredja, Wibisana,
Rintis & Partners.
The Company used the proceeds from this loan as well as existing cash on its balance sheet and
injected in sum of Rp450,000,000,000 (four hundred fifty billion rupiah) into RUMAH for the issuance of
45,000,000 new shares each with a nominal value of Rp10,000 per share that will be subscribed entirely
by the Company. This capital increase in RUMAH has been approved by the circular resolutions of the
Board of Commissioners of the Company dated September 6th, 2023 and the circular resolutions in lieu
of an extraordinary general meeting of shareholders of RUMAH also the circular resolutions of the Board
of Commissioners of RUMAH, respectively dated September 18th, 2023.
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C. Nature of Their Affiliated Relationship
Here is the structure of Company shareholders that describes the affiliate relationship between
Company and RUMAH:
*) Number of shares includes shares owned by the shareholder through Credit Lyonnais Securities Asia (CLSA) Ltd.
III. TRANSACTION CONSIDERATIONS AND REASONS AND ITS EFFECT ON THE COMPANY'S
FINANCIAL CONDITION
A. Consideration and Reason for the Exercise of the Transaction
The challenges associated with the pandemic has severely impacted RUMAH’s financial position. The
equity capital injection into RUMAH strengthens RUMAH’s balance sheet, which will in turn support
RUMAH business operations and future growth. Concurrently, the Company has adequate financial
headroom to support the majority of this equity capital injection into RUMAH through the loan facility
with the Bank.
B. Transaction's Effect on the Company's Financial Condition
The Company believes that this Transaction will not have a materially negative financial impact towards
the Company.
C. Consideration and Reason for the Entrance into the Transaction with Affiliated Party Compared
to a Similar Transaction if Entered into with a Non-Affiliated Party
Given that RUMAH is a subsidiary of the Company, there is no alternative to entering into a non-affiliated
party transaction to support RUMAH with respect to the equity capital injection.
V. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
1. The Board of Directors and Board of Commissioners of the Company state that the Transaction is a
Material Transaction that does not require the approval of a GMS and to appraise its fairness value for
its implementation as referred to in OJK Rule 17/2020.
2. The Board of Directors and Board of Commissioners of the Company state that the Transaction is an
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Affiliated Party Transaction and does not contain a Conflict of Interest as referred to in OJK Rule
42/2020.
3. The Board of Directors and the Board of Commissioners of the Company are responsible for the
accuracy of all information contained in this Disclosure of Information, and after careful examination of
all the available information relating to the Transaction, hereby declare that to the best of their knowledge
and confidence, there is no other important and material information relating to the Transaction that is
not disclosed in this Disclosure of Information that could cause this Disclosure of Information to be untrue
and/or misleading.
VI. ADDITIONAL INFORMATION
Should the shareholders of the Company need further information, they may contact the Company at:
PT HERO SUPERMARKET Tbk
Store Support Centre (Head Office)
Graha Hero Building, CBD Bintaro Jaya Sektor 7
Blok B7/A7 Pondok Jaya, Pondok Aren, Tangerang
Selatan, Banten 15220, Indonesia
Telepon: (021) 8378 8388
Attn.: Corporate Secretary
Email: extcomm@hero.co.id
Official website: www.hero.co.id
Yours faithfully,
Board of Directors of the Company
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