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INFORMATION DISCLOSURE TO SHAREHOLDERS RELATED TO
AFFILIATED TRANSACTION
PT MERDEKA COPPER GOLD TBK (the “COMPANY”)
This Information Disclosure to the Shareholders (as defined below) is made to provide an explanation to the public in
connection with a conditional shares subscription and purchase agreement between PT Merdeka Mining Indonesia, PT
Pani Bersama Jaya and the Company, in which PT Merdeka Mining Indonesia and PT Pani Bersama Jaya are the
controlled companies of the Company (“Transaction”).
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 Transaction and Conflict of Interest Transactions.
INFORMATION AS STATED IN THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE READ AND
CONSIDERED BY THE COMPANY'S SHAREHOLDERS.
IF YOU HAVE DIFFICULTIES TO UNDERSTAND THE INFORMATION AS SET FORTH IN THIS INFORMATION
DISCLOSURE YOU SHOULD CONSULT WITH A LEGAL COUNSEL, A PUBLIC ACCOUNTANT, A FINANCIAL
ADVISOR OR ANY OTHER PROFESSIONAL.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY DECLARE THAT ALL
INFORMATION OR MATERIAL FACTS CONTAINED IN THIS INFORMATION DISCLOSURE ARE COMPLETE
AND TRUE AND NOT MISLEADING.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY DECLARE THAT THIS
AFFILIATED TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST.
PT MERDEKA COPPER GOLD TBK
Business Activities
Mining of gold, silver, copper, nickel, and other associated minerals, industries, and other related business activities
through subsidiaries of the Company
Domiciled in South Jakarta, DKI Jakarta, Indonesia
Headquarter Office:
Treasury Tower, 67-68th 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 5580; Facsimile: +62 21 3952 5589
Email: corporate.secretary@merdekacoppergold.com
Website: www.merdekacoppergold.com
This Information Disclosure
is issued in Jakarta on 20 September 2023
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DEFINITIONS
“Affiliation” : means the parties referred to in Article 1 point 1 of the Capital Market Law,
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 the husband or wife and the husband or wife of the
children;
3. grandparents of the husband or wife and the husband or wife of
the grandchildren;
4. siblings of the husband or wife along with their respective
spouse; or
5. the husband or wife of the sibling of the person concerned.
b. family relationship due to descent up to the second degree, both
horizontally or vertically, namely the relationship of a person with:
1. parents and children;
2. grandparents and grandchildren; or
3. siblings of the person concerned.
c. relationship between a party and employees, directors or
commissioners of the party;
d. relationship between 2 (two) or more companies which there is 1 (one)
or more members of the board of directors, management, board of
commissioners, or supervisors who are the same;
e. relationship between a company and a party, whether direct or
indirect, by any means, controlling or controlled by the company or
that party in determining the management and/or policies of the
company or the concerned party;
f. relationship between 2 (two) or more companies controlled, whether
direct or indirect, by any means, in determining the management
and/or policies of the company by the same party; or
g. relationship between a company and a major shareholder, that is a
party that directly or indirectly owns at least 20% (twenty percent) of
the shares with voting rights of 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, major shareholders, or
controllers that may be harmful to the public company concerned.
“Indonesia Stock : Stock exchange as defined in Article 1 point 4 of the Capital Market Law,
Exchange” in this case held by PT Bursa Efek Indonesia, domiciled in Jakarta.
“MOLHR” : Minister of Law and Human Rights of the Republic of Indonesia.
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“MMI” : PT Merdeka Mining Indonesia, domiciled in South Jakarta, a limited
liability company established and operating under the laws of the
Republic of Indonesia.
“Financial Services : The independent institution, as referred to in Law No. 21 of 2011 on
Authority or OJK” Financial Services Authority as amended by Law No. 4 of 2023 on
Development and Strengthening of the Financial Sector (“OJK Law”),
whose duties and authorities include the regulation and supervision of
financial service activities in the sectors of banking, capital market,
insurance, pension funds, financial institution, and other financial
institutions, whereby since 31 December 2012, OJK is an institution
that replaces and accepts the rights and obligations to carry out
regulatory and supervisory functions from the Capital Market and
Financial Institutions Supervisory Agency with following the provisions
of Article 55 OJK Law.
“PBJ” : PT Pani Bersama Jaya, domiciled in South Jakarta, a limited liability
company established and operating under the laws of the Republic of
Indonesia.
“Shareholders” : Parties who have the benefit of the Company’s shares, both in the form
of scripts and in collective custody which is kept and administered in
the securities account at Indonesia Central Securities Depository,
registered in the Shareholders Register of the Company which is
administered by the Securities Administration Bureau appointed by the
Company.
“Independent : Public Appraisal Office of Iskandar and Rekan, independent appraisers
Appraiser or KJPP” 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” : Conditional Shares Subscription and Purchase Agreement, executed
and signed by and between the Company, PBJ, and MMI which
became effective on 18 September 2023 together with any
amendments, additions, and substitutes, which may be subsequently
made.
“Company” : PT Merdeka Copper Gold 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.
“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” : Reference to Rupiah which is the legal currency of the Republic of
Indonesia.
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“Affiliated : Any activity and/or transaction conducted by a public company or a
Transaction” controlled companies with an Affiliation of a public company or an
Affiliation of a member of the board of directors, a member of the board
of commissioners, the principal shareholders, or the controller,
including any activity and/or transaction conducted by a public
company or controlled companies for the benefit of an Affiliation of a
public company or an Affiliation of a member of the board of directors,
member of the board of commissioners, principal shareholders or the
controller.
“Conflict of Interest : Transactions that are carried out by public companies or controlled
Transaction” entities with any party, both with Affiliations and parties other than
Affiliations that contain a Conflict of Interest.
“USD” : Reference to United States Dollars which is the legal currency of the
United States.
“Capital Market Law” : Law No. 8 of 1995 dated 10 November 1995 on Capital Market, State
Gazette of the Republic of Indonesia No. 64 Year 1995 as amended
by Law Number 4 Year 2023 regarding 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 Board of Directors of the Company announces
Information Disclosure to provide information to the Shareholders of the Company that effective on 18
September 2023, the Company, PBJ, and MMI have signed an Agreement with details as described in the
Transaction summary below.
The Transaction carried out is an Affiliated Transaction as referred to in POJK 42/2020, in which PBJ and
MMI are the controlled companies of the Company. However, this Transaction is not a Transaction with a
Conflict of Interest as set forth in POJK 42/2020.
The Transaction carried out by the Company has complied with the procedures set forth in Article 3 of
POJK 42/2020 and has been executed per generally accepted business practices.
In accordance with the provision of Article 4 Paragraph 1 of POJK 42/2020, this Transaction is an Affiliated
Transaction that is required to use an Independent Appraiser in determining the fairness of the Affiliated
Transaction which the fairness of the transaction needs to be announced to the public. The Company has
received the fairness value for this Transaction based on the Appraisal Report from KJPP Iskandar and
Rekan No. 00345/2.0118-00/BS/02/0596/1/IX/2023 dated 15 September 2023 on the Fairness Opinion
Report on the Proposed Conditional Shares Subscription and Purchase in PT Merdeka Mining Indonesia
by PT Pani Bersama Jaya (Controlled Companies of the Company) (“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 2 nd (second)
business days after the date of the Transaction as referred to Article 4 of POJK 42/2020.
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DESCRIPTION OF THE TRANSACTION
Information Regarding the Parties Involved
1. The Company
The Company, established under the name of PT Merdeka Serasi Jaya, pursuant to Deed of
Establishment of Limited Liability Company No. 02 dated 5 September 2012, made before Ivan Gelium
Lantu, S.H., M.Kn., Notary in Depok City, which has been ratified by MOLHR by virtue of its Decree
No. AHU-48205.AH.01.01.Tahun 2012 dated 11 September 2012, and has been announced in the
State Gazette of the Republic of Indonesia No. 47 dated 11 June 2013, Supplement No. 73263.
The Company’s Articles of Association have been amended several times as lastly amended by Deed
of Statement of Meeting Resolution on Amendment to the Articles of Association No. 59 dated 12 April
2023, drawn up before Jose Dima Satria, S.H., M.Kn., Notary in Administrative City of South Jakarta,
which has been approved by the MOLHR by virtue of the Decree No. AHU-0023036.AH.01.02.TAHUN
2023 dated 17 April 2023 and has been notified to the MOLHR based on Receipt of Notification of the
Change of the Company’s Data No. AHU-AH.01.09-0111358 dated 17 April 2023 (“Deed 59/2023”).
The Company is headquartered at Treasury Tower, 67th – 68th Floor, District 8 SCBD Lot. 28,
Jl. Jend. Sudirman Kav. 52-53, Senayan, Kebayoran Baru, South Jakarta 12190, DKI Jakarta,
Indonesia.
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 perform the main
business activities as follows:
a. Holding company activities, including ownership and/or control of their group of subsidiaries; and
b. Other management consulting activities, in which the main business activities (as relevant) are
the provision of advisory assistance, guidance and business operations and other organizational
and 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.
To achieve the abovementioned main business activities of the Company, the Company shall perform
the supporting business activities as follows:
a. Provision of service as counsellors and negotiators in designing corporate mergers and
acquisitions; and
b. Provision of services including advisory assistance, guidance and business operations and other
organizational and 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 control of production. The provision of these business services
may include funding support, advisory assistance, guidance and operation of various
management functions, management consulting for agronomists and agricultural economists in
agriculture and such, design of accounting methods and procedures, cost accounting programs,
budget monitoring procedures, funding support, providing advice and assistance for business and
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community services in planning, organizing, efficiency and supervision, management information
and others, including but not limited to infrastructure investment study services.
Capital Structure and Shareholders’ Composition of the Company
Pursuant to Deed of Statement of Meeting Resolution of the Amendment of the Articles of Association
No. 69 dated 25 September 2019 made before Liestiani Wang, S.H., M.Kn., Notary in Administrative
City of South Jakarta which has been notified to the MOLHR based on the Receipt of Notification of the
Amendment of the Articles of Association No. AHU-AH.01.03-0339775 dated 2 October 2019 juncto
Deed of Statement of Meeting Resolutions of the Amendment of the Articles of Association No. 9 dated
12 May 2022, made before Jose Dima Satria, S.H., M.Kn., Notary in the Administrative City of South
Jakarta, which has been notified to the MOLHR based on the Receipt of Notification of Amendment to
of the Articles of Association No. AHU-AH.01.03-0237201 dated 13 May 2022, the Company’s capital
structure and shareholding composition as of the date of this Information Disclosure is as follows:
Authorized Capital : IDR1,400,000,000,000
Issued Capital : IDR482,217,015,420
Paid-up Capital : IDR482,217,015,420
The Company’s authorized capital is divided into 70,000,000,000 (seventy billion) shares, with a
nominal value of Rp20 (twenty Rupiah) per share.
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:
Nominal Value of Rp20 per share
Description
Number of Shares Nominal Value (Rp) (%)
A. Authorized Capital 70,000,000,000 1,400,000,000,000
B. Issued and Paid-up Capital
1) PT Saratoga Investama 4,477,141,397 89,542,827,940 18.569
Sedaya Tbk
2) PT Mitra Daya Mustika 2,907,302,421 58,146,048,420 12.058
3) Garibaldi Thohir 1,774,021,214 35,480,424,280 7.358
4) PT Suwarna Arta Mandiri 1,347,254,738 26,945,094,760 5.588
5) Hongkong Brunp & Catl
1,205,542,539 24,110,850,780 5.000
Co., Limited
6) Gavin Arnold Caudle 80,966,431 1,619,328,620 0.336
7) Hardi Wijaya Liong 69,596,728 1,391,934,560 0.289
8) Andrew Phillip Starkey 700,000 14,000,000 0.002
9) Albert Saputro 355,600 7,112,000 0.001
10) Titien Supeno 567,400 11,348,000 0.002
11) Public (respectively under 12,181,207,603 243,624,152,060 50.521
5%)
Treasury Shares 66,194,700 1,323,894,000 0.275(1)
Total of Issued and Fully
24,110,850,771 482,217,015,420 100.000
Paid-up Shares
C. Portfolio Shares 45,889,149,229 917,782,984,580
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Note:
(1) treasury shares cannot be utilized to cast votes in the General Meeting of Shareholders and cannot be
calculated to determine the quorum to be reached in the General Meeting of Shareholders as well as not
being entitled to obtain dividend distribution.
Composition of the Board of Directors and Board of Commissioners of the Company
Based on Deed 59/2023, the composition of the Company’s Board of Directors and Board of
Commissioners on the issuance date of this Information Disclosure is as follows:
Board of Commissioners
President Commissioner : Edwin Soeryadjaya
Commissioner : Yoke Candra
Commissioner : Tang Honghui
Independent Commissioner : Budi Bowoleksono
Independent Commissioner : Muhamad Munir
Board of Directors
President Director : Albert Saputro
Vice President Director : Jason Laurence Greive
Director : Andrew Phillip Starkey
Director : Gavin Arnold Caudle
Director : Hardi Wijaya Liong
Director : David Thomas Fowler
Director : Titien Supeno
Director : Chrisanthus Supriyo
2. PBJ
PBJ, domiciled in South Jakarta, is a limited liability company established based on the Deed of
Establishment of Limited Liability Company No. 87 dated 20 November 2015, made before Humberg
Lie, S.H., S.E., M.Kn., Notary in North Jakarta, which has been ratified by the MOLHR by virtue of its
Decree No. AHU-2467705.AH.01.01.TAHUN 2015 dated 20 November 2015.
PBJ’s Articles of Association have been amended several times, as lastly amended by the Deed of
Statement of Circular Resolutions in Lieu of Extraordinary General Meeting of Shareholders No. 141
dated 19 December 2022 which was made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which
has been notified to the MOLHR based on (i) the Receipt of Notification of Amendment to the Articles
of Association No. AHU-AH.01.03-0328481; (ii) the Receipt of Notification of to the Change of the
Company’s Data No. AHU-AH.01.03-0328485; and (iii) the Receipt of Notification of the Company’s
Merger No. AHU-AH.01.09-0088367, all dated 19 December 2022 (“Deed 141/2022”).
Based on Article 3 of the Articles of Association of PBJ, the purpose and objective of PBJ is to conduct
business in the field of holding company activities.
To achieve the abovementioned purposes and objectives, PBJ may carry out business activities,
namely holding company activities (KBLI 64200), which is conducting activities as a holding company,
namely a company that controls the assets of a group of subsidiary companies and the main activity
is the ownership of the group.
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Capital Structure and Shareholder’s Composition of PBJ
Based on the Deed of Statement of Circular Resolutions in Lieu of Extraordinary General Meeting of
Shareholders No. 85 dated 30 May 2022, made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta,
which has been approved by the MOLHR by virtue of the Decree
No. AHU-0036220.AH.01.02.TAHUN 2022 and has been notified to the MOLHR based on the Receipt
of Notification of Amendment to the Articles of Association
No. AHU-AH.01.03-0243208, both dated 30 May 2022 juncto Deed 141/2022, the capital structure and
share ownership composition of PBJ are as follows:
Authorized Capital : Rp200,000,000,000
Issued Capital : Rp100,183,000,000
Paid-up Capital : Rp100,183,000,000
The Authorized Capital of PBJ is divided into 200,000 (two hundred thousand) shares, with a nominal
value of Rp1,000,000 (one million Rupiah) per share.
Therefore, the composition of PBJ’s shares ownership is as follows:
Nominal Value of Rp1,000,000 per share
No. Shareholders’ Name
Number of
Nominal Value (Rp) %
Shares
1. The Company 70,181 70,181,000,000 70.05
2. Garibaldi Thohir 6,953 6,953,000,000 6.94
3. PT Unitras Kapital Indonesia 2,204 2,204,000,000 2.20
4. PT Elias Aldana Manajemen 1,002 1,002,000,000 1.00
5. PT Nugraha Eka Kencana 1,501 1,501,000,000 1.50
6. Winato Kartono 10,389 10,389,000,000 10.37
7. Hardi Wijaya Liong 4,448 4,448,000,000 4.44
8. Santoso Kartono 1,403 1.403,000,000 1.40
9. Sakti Wahyu Trenggono 601 601,000,000 0.60
10. Edi Permadi 1,501 1,501,000,000 1.50
Total 100,183 100,183,000,000 100.00
Portfolio Shares 99,817 99,817,000,000 -
Composition of the Board of Directors and Board of Commissioners of PBJ
According to the Deed of Statement of Circular Resolutions of Shareholders in Lieu of Extraordinary
General Meeting of Shareholders No. 55 dated 28 April 2023, made before Darmawan Tjoa, S.H.,
S.E., Notary in Jakarta, which has been notified to the MOLHR based on the Receipt of Notification of
the Amendment to the Company’s Data No. AHU-AH.01.09-0121405 dated 27 May 2023, the
composition of the Company’s Board of Directors and Board of Commissioners of PBJ is as follows:
Board of Commissioners
President Commissioner : Albert Saputro
Commissioner : Januarius Felix Lumban Gaol
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Board of Directors
President Director : Syamsul Bahri Ilyas
Director : Cahyono Seto
Director : David Thomas Fowler
Director : Boyke Poerbaya Abidin
3. MMI
MMI, domiciled in South Jakarta, is a limited liability company established pursuant to the Deed of
Establishment No. 27 dated 12 May 2022, made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta,
which has been ratified by MOLHR by virtue of its Decree No. AHU-0031389.AH.01.01.TAHUN 2022
dated 12 May 2022 (“MMI’s Deed Establishment”).
MMI’s Articles of Association were lastly amended based on the Deed of Statement of Circular
Resolution in Lieu of Extraordinary General Meeting of Shareholders No. 4 dated 3 April 2023, made
before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been approved by the MOLHR by
virtue of its Decree No. AHU-0019982.AH.01.02.TAHUN 2023 dated 3 April 2023 (“Deed 4/2023”).
Based on Article 3 of MMI’s Articles of Association, the purpose and objectives of MMI are to carry out
business in mining support services activities, construction equipment rental activities with operators,
and leasing and operational leasing activities of mining and energy machinery and equipment without
option rights.
To achieve the abovementioned purposes and objectives, MMI shall perform the main business
activities as follows:
a. Mining and Other Excavation Supporting Activities (KBLI 09900);
Carry out supporting services activities based on compensation or contracts, which are required
in the mining activities under the main categories 05, 07, and 08, such as exploration services,
for example, in traditional methods such as taking ore samples and geological observations,
pumping and distribution services for mining products, and trial services for excavation and drilling
for loading or mining wells.
b. Rental of Construction Equipment with Operators (KBLI 43905);
This category includes businesses involved in renting construction equipment and its accessories
with operators. This includes the rental of production and operational equipment for oil, gas,
petrochemicals, geothermal, communication systems like SCADA (Supervisory Control and Data
Acquisition), and crane rentals.
c. Rental and Operational Leasing of Mining and Energy Machinery and Equipment Activities (KBLI
77395);
This category encompasses the activities of leasing and operational leasing without option rights
(operational leasing) of machinery and equipment for mining and excavation without operators,
which are generally used as capital goods by companies, such as power generation machinery.
This includes power generation machinery or steam and turbine engines, mining and oil
equipment, and professional radio and communication equipment.
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Capital Structure and Shareholder’s Composition of MMI
According to the MMI’s Deed of Establishment, the capital structure and shares ownership composition
of MMI are as follows:
Authorized Capital : Rp200,000,000
Issued Capital : Rp50,000,000
Paid-up Capital : Rp50,000,000
The Authorized Capital of MMI is divided into 40,000 (forty thousand) shares, with a nominal value of
Rp5,000 (five thousand Rupiah) per share.
Therefore, the composition of MMI’s shares ownership is as follows:
Nominal Value of Rp5,000 per share
No. Shareholders’ Name
Number of
Nominal Value (Rp) (%)
Shares
1. The Company 9,999 49,995,000 99.99
2. PT Merdeka Kapital Indonesia 1 5,000 0.01
Total 10,000 50,000,000 100.00
Portfolio Shares 30,000 150,000,000 -
Composition of the Board of Commissioner and Board of Directors of MMI
According to the MMI’s Deed of Establishment, the composition of the Board of Directors and Board
of Commissioners of MMI is as follows:
Board of Commissioner
Commissioner : Adi Adriansyah Sjoekri
Board of Directors
President Director : Boyke Poerbaya Abidin
Director : Cahyono Seto
Transaction Value
The total value of the Transaction is a maximum of IDR4,999,995,000 (four billion nine hundred ninety-nine
million nine hundred and ninety-five thousand Rupiah).
Furthermore, the Transaction is not a material transaction as referred to in POJK 17/2020 considering that
the value of Transaction does not reach 20% (twenty percent) of the Company’s equity value in accordance
with the Interim Consolidated Financial Statements of the Company and its subsidiaries for the period ended
on 31 March 2023 which was limited reviewed by Public Accounting Firm Tanubrata Sutanto Fahmi
Bambang & Rekan.
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PBJ will become the controller of MMI after the Transaction becomes effective, in which to become effective,
PBJ and the Company are required to fulfill the requirements as stipulated in the Agreement.
Nature and Affiliation Relationship between PBJ and MMI with the Company
The nature of the Affiliation relationship of PBJ and MMI with the Company are as follows:
a. PBJ is a Controlled Company of the Company, with shares owned directly by the Company in the
amount of 70.05% (seventy-point zero five percent);
b. MMI is a Controlled Company of the Company, with shares owned both directly and indirectly by the
Company in the amount of 99.99% (ninety-nine-point nine nine percent); and
c. there are members of the Board of Directors and/or members of the Board of Commissioners of PBJ
who also serve as members of the Board of Directors of the Company.
SUMMARY OF APPRAISER’S REPORT
KJPP who has been appointed by the Company’s Board of Directors as the independent appraiser in
accordance with the proposal letter/contract work agreement No. 132.3/IDR/DO.2/Pr-BFO/VIII/2023 dated
2 August 2023, has been requested to provide an assessment of and provide an opinion of the
Transaction’s fairness.
Fairness Opinion Report on Transaction
The following is a summary of the KJPP’s fairness opinion of the Transaction as stated in its report No.
00345/2.0118-00/BS/02/0596/1/IX/2023 dated 15 September 2023:
a. Transacting Parties
Proposed Transaction 1:
The parties involved in the Transaction are PBJ and MMI, where PBJ as shares subscription party
and MMI as shares issuing party.
Proposed Transaction 2:
The parties involved in the Transaction are PBJ and the Company, where PBJ as the buyer and the
Company as a seller that selling its shares in MMI.
b. Appraisal Object
The object of the assessment is the proposed Transaction of the Conditional Shares Subscription and
Purchase in MMI by PBJ (Controlled Companies of the Company), which constitutes an integrated
series of Transaction that can not be separated.
Based on this proposed Transaction, the series of Transaction can be divided into 2 (two) inseparable
Transaction plans, as follows:
Proposed Transaction 1:
Proposed Transaction of shares subscription on MMI by PBJ.
Proposed Transaction 2:
Proposed Transaction of conditional share purchase of the Company in MMI by PBJ.
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c. Purpose and Objective of Appraisal
The purpose of the appraisal is to provide an independent appraisal of the fairness opinion on the
proposed Transaction for the purpose of implementing the Transaction.
d. Principal Limiting Assumptions and Conditions
1. This appraisal report is a non-disclaimer opinion.
2. The appraiser reviewed the legal status of documents used in the appraisal process.
3. The data and information come from trustworthy sources.
4. 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.
5. The appraiser is responsible for the implementation of appraisal and fairness of the financial
projections.
6. This appraisal report is disclosed to the public, except for confidential information, which may
affect the Company’s operations.
7. The appraiser is responsible for this appraisal report and the conclusion of the final score.
8. The appraiser obtained information on the legal status of the appraisal object from the assignor.
9. The assumptions and other limiting conditions are disclosed in the KJPP report.
e. Approach and Method
In accordance with the scope of the appraisal, the approaches and methods used are:
1. Conducting Transaction analysis;
2. Conducting a qualitative analysis of the proposed Transaction;
3. Conducting a quantitative analysis of the proposed Transaction;
4. Conducting an analysis of the fairness of the transaction value; and
5. Conducting an analysis of other relevant factors.
f. Conclusion
The analysis results of the Transaction value is equal to the market value, which giving a conclusion
that the transaction value is fair.
The analysis results of the financial impact of the Transaction that will be conducted for the shareholder
interests giving a conclusion that by conducting Transaction it will increased the Company’s revenue
and profit that provide, creating added value for the Company in line with the Shareholders’ interest.
The analysis results of the business considerations from the Company’s management related to the
Transaction of Shareholders’ interests that increasing PBJ's shares ownership in MMI will grant PBJ
full control over MMI's policies that will be implemented by MMI, giving a conclusion that the business
consideration from the Company’s management in line with the Shareholders’ interests.
In accordance with the conclusion of the analysis result above, KJPP is of the opinion that the
Transaction is fair.
Disclosure Information of PT Merdeka Copper Gold Tbk 11
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THE EFFECT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
The Effect of the Transaction on the Company's Financial Condition
The table below shows an overview of the financial condition of the Company and its subsidiaries as of
31 March 2023 before and after carrying out the Affiliated Transaction:
Disclosure Information of PT Merdeka Copper Gold Tbk 12
Page 14
(*) Expressed in US Dollar and refer to the Interim Consolidated Financial Statements of the Company and its subsidiaries for the
period ended 31 March 2023.
Disclosure Information of PT Merdeka Copper Gold Tbk 13
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DESCRIPTION, CONSIDERATIONS, AND REASONS FOR THE TRANSACTION
COMPARED WITH OTHER SIMILAR TRANSACTIONS WHICH ARE NOT PERFORMED
WITH AFFILIATED PARTIES
By implementing the Transaction, it is expected that there will be an increased efficiency and development
of MMI's heavy equipment rental business activities, so it will increase the Company’s revenue and profits
on a consolidated basis which ultimately creates an indirect added value for the Company's shareholders
indirectly Shareholders.
The Transaction has also been assessed by internal procedures with using similar terms and conditions if
the Transaction were conducted with a non-affiliated party, hence the terms and conditions of the
Transaction are carried out by commonly accepted business practices. Furthermore, the Transaction is
also more effective and efficient if it is carried out by the affiliated parties of the Company.
STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF
THE COMPANY
The Board of Commissioners and Board of Directors of the Company, either individually or jointly, state that
all material information related to the Transaction has been disclosed and the information is not misleading
and the Transaction is not considered a Conflict of Interest Transaction as referred to POJK 42/2020 and
is not a material transaction as referred to POJK 17/2020 considering that the Transaction value does not
reach 20% (twenty percent) of the Company’s equity value in accordance with the Interim Consolidated
Financial Statements of the Company and its subsidiaries for the period ended on 31 March 2023 which
was limited review by Tanubrata Sutanto Fahmi Bambang & Rekan as Public Accountant Firm.
The Board of Directors of the Company stated that the Transaction was carried out in accordance with the
procedures owned by the Company as required in POJK 42/2020 to ensure that Affiliated Transaction have
been carried out in accordance with prevailing regulations and generally accepted business practices.
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Disclosure Information of PT Merdeka Copper Gold Tbk 14
Page 16
Names mentioned 0 people and organisations named in the text · linked when the evidence is strong
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Extraction attempts how the parser did, and what it refused
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confidence 0.091
2532 ms
12 Sep 2026 22:03
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