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20230926_MBMA_Laporan Informasi dan Fakta Material_31423130_lamp1.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PT MERDEKA BATTERY MATERIALS TBK (the “COMPANY”)
This Information Disclosure to the shareholders (as defined below) is made to explain to the public in connection
with a loan agreement made by and between the Company and PT Sulawesi Cahaya Mineral, which is the
Company’s Controlled Company.
The transaction is an Affiliated Transaction as stipulated in the Regulation of the Financial Services Authority of
the Republic of Indonesia No. 42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions.
THE INFORMATION STATED IN THIS DISCLOSURE OF INFORMATION MUST BE READ AND CONSIDERED
BY THE SHAREHOLDERS OF THE COMPANY.
IF YOU HAVE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION STATED IN THIS DISCLOSURE
OF INFORMATION, PLEASE CONSULT WITH YOUR LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL
ADVISOR OR ANY OTHER PROFESSIONALS.
THE COMPANY’S BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS STATE THAT ALL
INFORMATION OR MATERIAL FACTS CONTAINED IN THIS INFORMATION DISCLOSURE IS COMPLETE
AND TRUE AND NOT MISLEADING.
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY STATE THAT
THIS AFFILATED TRANSACTION DOES NOT CONTAIN A CONFLICT OF INTEREST.
PT Merdeka Battery Materials Tbk
Business Activities
Holding company for a business group engaged in nickel and other mineral mining, processing and other related
business activities that are vertically integrated
Domiciled in South Jakarta, DKI Jakarta, Indonesia
Head Office:
Treasury Tower, Lantai 69, District 8 SCBD Lot. 28
Jl. Jend. Sudirman Kav. 52-53, Jakarta Selatan 12190
Telephone: +62 21 3952 5581; Facsimile: +62 21 3952 5582
E-mail: corsec@merdekabattery.com
Website: www.merdekabattery.com
This Disclosure of Information
is issued in Jakarta on 26 September 2023
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DEFINITIONS
“Affiliate” : the parties referred to in Article 1 paragraph (1) UUPM, namely:
a. family relationship due to marriage to the second degree, both horizontally
and vertically, namely the relationship of a person with:
1. husband or wife;
2. parents of husband or wife and husband or wife of children;
3. grandparents of husband or wife and husband or wife of
grandchildren;
4. a relative of the husband or wife and the husband or wife of the
relative; or
5. husband or wife of the relative of the person concerned.
b. family relationship by descent up to the second degree, either horizontally or
vertically, which is the relationship of a person with:
1. parents and children;
2. grandparents and grandchildren; or
3. the relative of the person concerned
c. the relationship between the party and the employee, director or
commissioner of the party;
d. relationship between 2 (two) companies which is 1 (one) or more members
of the same board of directors, management, board of commissioners or
supervisors;
e. the relationship between the company and the party, either directly or
indirectly, in any way, controls or is controlled by the company or the party in
determining the management and/or policies of the company or the intended
party;
f. relationship between 2 (two) or more controlled companies, either directly or
indirectly, in any way, in determining the management and/or company
policies by the same party; or
g. relationship between the company and the main shareholder, namely the
party that directly or indirectly owns at least 20% (twenty percent) of the
shares with voting rights from the company.
“Conflict of Interest” The difference between the economic interest of a public company and the
: personal economic interest of members of the board of directors, members of the
board of commissioners, principal shareholders, or Controllers that may be
harmful to the public company concerned as defined in OJK Regulation 42/2020.
“Indonesia Stock Stock exchange as defined in Article 1 point 4 of Capital Market Law, in this case
Exchange” : held by PT Bursa Efek Indonesia, domiciled in Jakarta.
“Information : This information disclosure is submitted to the Company's Shareholders in
Disclosure” order to fulfill POJK 42/2020.
“Consolidated : The Company's Interim Consolidated Financial Statements for the three-
Financial month period ended 30 June 2023 which were reviewed by the KAP (Public
Statements” Accounting Firm) Tanubrata Sutanto Fahmi Bambang and Partners with the
conclusion of nothing has come to accountant’s attention that causes
accountant to believe that the interim consolidated financial statements do not
present fairly, in all material respects.
“MOLHR” : Minister of Law and Human Rights of the Republic of Indonesia.
“Financial Services : An independent state institution that has the functions, duties and powers of
Authority” or OJK” regulation, supervision, examination and investigation as defined in Article 1 point
1 of Law No. 21 of 2011 concerning the Financial Services Authority as amended
by Law No. 4 of 2023 concerning the Development and Strengthening of the
Financial Sector.
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“Independent : Public Appraiser Services Office of Iskandar and Partners, independent
Appraiser” or KJPP” appraisers registered with the OJK who have been appointed by the Company to
conduct an assessment of the fair value and/or fairness of the Transaction.
“Agreement” : Shareholder Loan Agreement made by and between the Company and SCM
which is effective on 26 September 2023 together with any amendments,
additions and substitutes, which may be subsequently made.
“Company” : PT Merdeka Battery Materials Tbk, domiciled in South Jakarta, is a publicly listed
limited liability company whose shares are listed on the Indonesia Stock
Exchange, which is established and operated under the laws of the Republic of
Indonesia.
“Controlled : A company which is directly or indirectly controlled by a public company as
Company” defined in POJK 42/2020.
“POJK 17/2020” : OJK Regulation No. 17/POJK.04/2020, enacted on 20 April 2020 regarding
Material Transaction and Changes in Business Activities.
“POJK 42/2020” : OJK Regulation No. 42/POJK.04/2020, enacted on 1 July 2020 regarding
Affiliated Transaction and Conflict of Interest Transaction.
“Rupiah” or Rp” or : Reference to Rupiah which is the legal currency of the Republic of Indonesia.
“IDR”
“SCM” : PT Sulawesi Cahaya Mineral, domiciled in South Jakarta, is a limited liability
company established and operated under the laws of the Republic of Indonesia.
“SOFR” : 180-Day Average Secured Overnight Financing Rate (also known as “SOFR
Averages and Index” or “SOFRAI”), as administered by the Federal Reserve
Bank of New York (or a successor administrator) and published on its website.
“Affiliated : Every activity and/or transaction carried out by a public company or a Controlled
Transaction” Company with an Affiliate of a public company or an Affiliate of a member of the
board of directors, a member of the board of commissioners, a major shareholder,
or a Controlling company, including every activity and/or transaction carried out
by a public company or a Controlled Company for the benefit of Affiliates of public
companies or Affiliates of members of the board of directors, members of the
board of commissioners, major shareholders, or Controllers as defined in Article
1 number 3 POJK 42/2020.
“Conflict of Interest : Transactions that are carried out by public companies or controlled entities with
Transaction” any party, both with Affiliates and parties other than Affiliates that contain a
Conflict of Interest as defined in Article 1 number 5 POJK 42/2020.
“Material : Transactions carried out by public companies or controlled companies that meet
Transaction” the value limit as stipulated in POJK 17/2020.
“USD” : Reference to United States Dollars which is the legal currency of the United
States.
“Capital Market : Law No. 8 of 1995 on Capital Market, as amended by Law No. 4 of 2023 regarding
Law” Development and Strengthening of the Financial Sector along with all of its
implementing regulations.
INTRODUCTION
In order to comply with the provisions of POJK 42/2020, the Company's Board of Directors announced an
Information Disclosure to provide information to the Company's Shareholders that effective on 26 September 2023,
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the Company and SCM have entered into the Agreement as further elaborated in the Summary of Transaction
below (“Transaction”).
The Transaction carried out is an Affiliated Transaction as referred to in POJK 42/2020, in which SCM is the
Company’s Controlled Company. However, this Affiliated Transaction is not a Transaction with a Conflict of Interest
as outlined in POJK 42/2020.
The Affiliated Transaction has complied with the procedures as outlined in Article 3 of POJK 42/2020 and has been
executed by generally accepted business practices.
Following the provisions of Article 4 paragraph 1 of POJK 42/2020, this Transaction is an Affiliated Transaction that
is required to use the service of an Independent Appraiser in determining the fairness of the Affiliated Transaction
in which the fairness of the Transaction needs to be announced to the public. The Company has received the fair
value for this Transaction based on the appraisal report from the KJPP Iskandar dan Rekan No. 00362/2.0118-
00/BS/02/0596/1/IX/2023 dated 22 September 2023 regarding Fairness Opinion Report on the Proposed Loan
Transaction to PT Sulawesi Cahaya Mineral by PT Merdeka Battery Materials Tbk (“Appraiser’s Report”).
Moreover, the Company is obliged to announce Information Disclosure to the public and submit the appraisal report
along with other supporting documents to OJK no later than the end of the 2nd (second) business day after the date
of the Transaction as referred in Article 4 of POJK 42/2020.
DESCRIPTION OF THE TRANSACTION
Information Regarding the Parties Involved
1. Company
The Company, domiciled in South Jakarta, was initially established under the name PT Hamparan Logistik
Nusantara based on the Deed of Establishment No. 66 dated 20 August 2019, drawn up before Darmawan
Tjoa, S.H., S.E., Notary in Jakarta, which has been approved by the MOLHR based on Decree
No. 0041804.AH.01.01.TAHUN 2019 dated 22 August 2019 (“Company’s Articles of Association”).
According to Article 3 of the Company’s Articles of Association, the purposes and objectives of the Company
are to conduct business in the field of holding company activities and other management consulting activities.
To achieve the abovementioned purposes and objectives, the Company shall conduct main business
activities as follows:
1. Holding Company Activities
Carrying out holding company activities, including ownership and/or control of its subsidiary group; and
2. Other Management Consulting Activities
Other management consulting activities where the main activity (as relevant) is providing advice,
guidance, and business operational assistance and other organizational management issues, such as
strategic and organizational planning; decisions related to finance; marketing objectives and policies;
human resource planning, practices, and policies; scheduling planning and production control.
In executing the main business activities mentioned above, the Company may carry out the following business
activities:
(i) services provided as counselors and negotiators in designing corporate mergers and acquisitions;
and
(ii) providing services including advice, guidance, and business operational and other organizational
management issues, such as strategic and organizational planning; decisions related to finance;
marketing objectives and policies; human resource planning, practices and policies; scheduling
planning and production control. The provision of these services includes financial assistance,
advice, guidance and operation of various management functions, consulting on the management
of agronomics and economic agriculture in agriculture and the like, design of accounting methods
and procedures, cost accounting programs, budget control procedures, provision of funding, advice
and assistance for businesses and community services in planning, organizing, efficiency and
supervision, management information and others including infrastructure investment study services.
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Capital Structure and Shareholders’ Composition of the Company
The Company's Authorized Capital is divided into 350,000,000,000 (three hundred fifty billion) shares with a
nominal value per share of IDR100 (one hundred Rupiah).
According to the Shareholders Register of the Company dated 31 August 2023 issued by PT Datindo
Entrycom as Share Registrar of the Company, the shareholders of the Company are as follows:
Number of
Description Value (IDR) (%)
Shares
A. Authorized capital 350,000,000,000 35,000,000,000,000
B. Issued and fully paid-up capital
1) PT Merdeka Energi Nusantara 53,931,431,000 5,393,143,100,000 49.94
2) Garibaldi Thohir 11,967,190,000 1,196,719,000,000 11.08
3) Huayong International (Hong 8,149,060,000 814,906,000,000 7.55
Kong) Limited
4) Winato Kartono 6,796,280,000 679,628,000,000 6.29
5) Public (respectively under 5%) 27,151,458,900 2,715,145,890,000 25.14
Total of Issued and Fully Paid-
107,995,419,900 10,799,541,990,000 100.00
up Shares
C. Portfolio Shares 242,004,580,100 24,200,458,010,000
Composition of the Board of Commissioners and Board of Directors of the Company
Based on the Deed of Statement of Shareholders Resolutions on Amendments to the Articles of Association
No. 145 dated 30 June 2023, drawn up by Muhammad Muazzir, S.H., M.Kn., as substitute for Jose Dima
Satria, S.H., M.Kn., Notary in the Administrative City of South Jakarta, dated 30 June 2023, which has been
notified to MOLHR based on Receipt of Notification on the Amendment to the Articles of Association No.
AHU-AH.01.03-0029030 and Receipt of Notification on the Change of Company Data No. AHU-AH.01.09-
0135091, both dated 6 July 2023, the composition of the Board of Directors and Board of Commissioners of
the Company on the date of issuance of this Disclosure of Information is as follows:
Board of Commissioners
President Commissioner : Winato Kartono
Commissioner : Michael W. P. Soeryadjaya
Board of Directors
President Director : Devin Antonio Ridwan
Vice President Director : Jason Laurence Greive
Director : Titien Supeno
Director : Andrew Phillip Starkey
2. SCM
SCM, domiciled in South Jakarta, is a limited liability company established based on Deed of Establishment
No. 12 dated 27 January 2010, made before Etty Roswitha Moelia, S.H., Notary in Jakarta, which has been
approved by the MOLHR by virtue of Decree No. AHU-08010.AH.01.01.TAHUN 2021 dated 15 February
2010 (“Deed of Establishment of SCM”), whose articles of association were lastly amended based on Deed
of Statement of Circular Resolutions in Lieu of Extraordinary General Meeting of Shareholders No. 16 dated
5 April 2023, drawn up before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been approved by
the MOLHR by virtue of Decree No. AHU-0016812.AH.01.02.TAHUN 2022 dated 9 March 2022 and has been
notified to the MOLHR as evidenced by the Receipt of Notification of the Amendment of Articles of Association
No. AHU-AH.01.03-0049562 dated 5 April 2023 (“Deed 16/2023”).
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Based on the provisions of Article 3 of Articles of Association of SCM, the purpose and objective of SCM is
to engage in the field of Nickel Ore Mining and Special Telecommunications Activities for Own Use.
To achieve the above-mentioned purpose and objective, SCM may carry out the following business activities:
a. Nickel Ore Mining (ISIC 07295); and
b. Telecommunications operation business which is specifically used for own purposes in terms of
developing hobbies and self-training (ISIC 61992).
Capital Structure and Shareholders’ Composition of SCM
In accordance with Deed of Statement of Circular Resolutions in Lieu of Extraordinary General Meeting of
Shareholders No. 100 dated 26 March 2019, drawn up before Humberg Lie, S.H., S.E., M.Kn.,, Notary in
North Jakarta, which has been notified to the MOLHR as evidenced by the Receipt of Notification of the
Amendment of Articles of Association No. AHU-AH.01.03-0184506 dated 2 April 2019, capital structure and
composition of shareholders of SCM are as follows:
Authorized Capital : IDR1,124,752,000,000.00
Issued Capital : IDR514,222,500,000.00
Paid up Capital : IDR514,222,500,000.00
Class of Number of
No. Shareholder’s Name Amount (IDR) %
Shares Shares
1. PT Merdeka Industri Mineral A 72,930 67,277,925,000 51.00
B 168,300 194,975,550,000
2. HT Asia Industry Limited A 70,070 64,639,575,000 49.00
B 161,700 187,329,450,000
Jumlah 473,000 514,222,500,000 100.00
Composition of the Board of Commissioners and Board of Directors of SCM
Based on Deed of Circular Resolutions in Lieu of Extraordinary General Meeting of Shareholders No. 24 dated
14 September 2023, drawn up before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been notified
to the MOLHR as evidenced by the Receipt of Notification of the Change of Company’s Data No. AHU-
AH.01.09-0162880 dated 14 September 2023, the composition of the Board of Directors and the Board of
Commissioners of SCM is as follows:
Board of Commissioners
President Commissioner : Xiang, Jinyu
Commissioner : Devin Antonio Ridwan
Commissioner : Andrew Phillip Starkey
Commissioner : Lin, Jiqun
Commissioner : Wang, Renhui
Board of Directors
President Director : Agus Superiadi
Director : I Ketut Pradipta Wirabudi
Director : Shi, Hongchao
Director : Wu, Huadi
Director : Zhang, Fan
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Transaction Value
Pursuant to the Agreement, the total value of the Transaction is up to USD35,955,000 (thirty-five million nine
hundred fifty-five thousand United States Dollars) plus the interest amount arising as stipulated in the Agreement.
Therefore, the Transaction is not a Material Transaction as referred to POJK 17/2020 considering that the value of
the Transaction does not reach 20% (twenty percent) of the Company’s equity value in accordance with the
Company’s Consolidated Financial Statements.
Nature and Affiliated Relations with the Company
The nature of the affiliated relationship between the Company and SCM is as follows:
a. SCM is a Controlled Company of the Company with shares owned both directly and indirectly through
PT Merdeka Industri Mineral in the amount of 51.00% (fifty-one per cent); and
b. there are members of the Board of Directors of the Company who also serves as members of the Board
of Commissioners of SCM.
Summary of Agreement
Shareholder Loan Agreement effective on 26 September 2023
Parties:
1. The Company; and
2. SCM;
Scope of the Agreement:
Based on the Agreement, the Company as the lender and also as indirect holder of 51% of SCM’s shares, agreed
to provide financing fund up to USD35,955,000 (thirty-five million nine hundred fifty-five thousand United States
Dollars) to SCM as borrower plus: (i) SOFR; and (ii) margin of 4.75% (four point seven five percent) per annum.
Thus, after the Agreement is effective, SCM can utilize the financing fund from the Company for working capital
purposes, including among others, salary and wage costs, professional service fees, royalty fees to the state
treasury, transportation and loading and unloading costs, maintenance and repair costs as well as mining costs.
Transaction Value:
The Transaction value is up to USD35,955,000 (thirty-five million nine hundred fifty-five thousand United States
Dollars).
Applicable Law:
Law of the Republic of Singapore
Dispute Resolution:
Singapore International Arbitration Centre (SIAC)
SUMMARY OF APPRAISER’S REPORT
The Company has appointed KJPP as an independent appraiser in accordance with the work agreement
proposal/contract letter No. 098.3/IDR/DO.2/Pr-FO/V/2023 dated 7 June 2023, to provide an assessment on and
provide an opinion on the fairness of the Transaction.
Fairness Assessment Report on Transaction
The following is a summary of the KJPP’s fairness assessment of the Transaction as stated in its report
No. 00362/2.0118-00/BS/02/0596/1/IX/2023 dated 22 September 2023 as follows:
(i) Transacting Parties
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The transacting parties are the Company as the lender and SCM as the borrower.
(ii) Analysis Object of Fairness Opinion
The object of the fairness opinion is the proposed loan transaction to SCM by the Company.
(iii) Purpose and Objective of Fairness Opinion
The purpose of the Opinion is to provide a fairness opinion on the Transaction plan for the purpose of
implementing the Transaction plan.
(iv) Main Assumptions and Limitation Conditions
a) This Appraisal report is a non-disclaimer opinion.
b) The appraiser reviewed the legal status of documents used in the appraisal process.
c) The data and information come from trustworthy sources.
d) The financial projection used is an adjusted financial projection that reflects the fairness of the financial
projections made by management with the ability to achieve (fiduciary duty), if the appraisal uses
financial projections.
e) The appraiser is responsible for the implementation of appraisal and fairness of the financial projections.
f) This appraisal report is disclosed to the public, except for confidential information, which may affect the
Company’s operations.
g) The appraiser is responsible for this appraisal report and the conclusion of the final score.
h) The appraiser obtained information on the legal status of the Appraisal Object from the Assignor.
i) Other Assumptions and Limitation Conditions are disclosed in the report.
(v) Analysis Method of the Proposed Transaction
In accordance with the scope of appraisal, the approach and methods used are as follows:
a) conducting transaction analysis;
b) conducting a qualitative analysis of the proposed Transaction;
c) conducting a quantitative analysis of the proposed Transaction;
d) conducting an analysis of the guarantee related to the Transaction;
e) conducting an analysis of the fairness of the transaction value; and
f) conducting an analysis of other relevant factors.
(vi) Fairness Opinion
The amount of funds from the object of the Transaction in the form of a loan to SCM by the Company can be
repaid on maturity date, thus it can be concluded that the amount of funds from the object of the Transaction
is fair.
The analysis results of the loan interest rates from the Company as the lender imposed to SCM for working
capital loans is within the range of similar loan interest rates from previous transactions, therefore it can be
concluded that the loan interest rates imposed by the Company to SCM is fair.
The analysis results of the financial impact of the transaction that will be carried out are based on the analysis
on the pro forma and the Company’s financial projection, there is no value added contribution to the Company,
however, by carrying out the transaction, the Company is able to ensure working capital needs of SCM in
order to SCM is able to start its commercial operations immediately, and thus in accordance with the interests
of Shareholders.
The analysis result of business considerations used by the Company’s management related to the proposed
Transaction which will be carried out for the interests of the shareholders is the Company as a shareholder
of SCM is able to support working capital of SCM in order to able to start its commercial operations in
accordance with the interests of the Shareholders.
In accordance with the conclusion of the analysis result above, KJPP is of the opinion that the Transaction is
fair for the Company.
EFFECT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
Effect of Transactions on the Company's Financial Condition
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The table below shows an overview of the pro forma financial condition of the Company and its subsidiaries as
of 31 March 2023 before and after carrying out the Transaction.
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DESCRIPTION, CONSIDERATIONS AND REASONS FOR THE TRANSACTION COMPARED WITH OTHER
SIMILAR TRANSACTIONS WHICH ARE NOT PERFORMED WITH AFFILIATED PARTIES
By conducting the Transaction, it is expected that the aforesaid subsidiaries of the Company can conduct its
business activities more efficiently, particularly for subsidiaries of the Company which have the same domiciles
with the Company. Hence, it will improve the Company’s financial performance indirectly, thus, in turn, can create
an added value for the Company's Shareholders.
Furthermore, before the Transaction is conducted, the Company has also conducted an assessment by internal
procedures using similar terms and conditions as if the Transaction is conducted with an unaffiliated party by
applying similar terms and conditions with the Transaction, thus the Transaction is carried out in accordance with
generally accepted business practices.
STATEMENT OF THE BOARD OF COMMISSIONERS
AND BOARD OF DIRECTORS OF THE COMPANY
The Board of Commissioners and the Board of Directors of the Company, both individually and jointly, state that all
material information related to the Transaction has been disclosed and the information is not misleading and the
Transaction is not a Conflict of Interest Transaction as referred to in POJK 42/2020 and is not a Material Transaction
as referred to in POJK 17/2020 because the Transaction value does not reach 20% (twenty percent) of the
Company's equity value based on the Company's Consolidated Financial Statements for the financial period ended
31 March 2023 which was reviewed by the Public Accounting Firm Tanubrata Sutanto Fahmi Bambang and Partners.
The Company's Board of Directors stated that the Transaction has gone through the procedures owned by the
Company as required in POJK 42/2020 to ensure that Affiliated Transactions have been carried out in accordance
with applicable regulatory provisions and generally accepted business practices.
ADDITIONAL INFORMATION
For further information, you can contact the Company at the following address:
PT Merdeka Battery Materials Tbk
Corporate Secretary
Treasury Tower, 69th floor, District 8 SCBD Lot. 28
Jl. Jend. Sudirman Kav. 52-53, Senayan, Kebayoran Baru, South Jakarta 12190, DKI Jakarta, Indonesia
Telephone: +62 21 3952 5581
Facsimile: +62 21 3952 5582
Email: corsec@merdekabattery.com
Website: www.merdekabattery.com
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12 Sep 2026 22:03
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