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20230704_MAPA_Informasi Transaksi Afiliasi_31336830_lamp2.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PT MAP AKTIF ADIPERKASA TBK
(“DISCLOSURE OF INFORMATION”)
In compliance with the Financial Services Authority Regulation No. 42/POJK.04/2020 concerning
Affiliate Transaction and Transaction with Conflict of Interest (“POJK 42/2020”).
THE INFORMATION AS CONTAINED IN THIS DISCLOSURE OF INFORMATION IS OF UTMOST
IMPORTANCE AND THEREFORE, MUST BE READ AND CONSIDERED BY THE SHAREHOLDERS OF
PT MAP AKTIF ADIPERKASA TBK (the “Company”)
Main Business Activities:
Engaged in general trading,
including retail trade, and act as an agent or distributor for other parties
Domiciled in Central Jakarta, Indonesia
Head Office:
Sahid Sudirman Center, Lt. 26
Jl. Jend. Sudirman Kav. 86
Jakarta 10220, Indonesia
Phone: +62 21 8064 8488
Website: www.mapactive.id
Email: corpsec@mapactive.id
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY, EITHER
INDIVIDUALLY OR JOINTLY, ARE RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE
INFORMATION AND AFTER CAREFUL EXAMINATION, AFFIRM THAT THE INFORMATION
CONTAINED IN THE DISCLOSURE OF INFORMATION IS CORRECT AND THERE IS NO IMPORTANT
MATERIAL AND RELEVANT MATERIALS THAT IS NOT DISCLOSED OR OMITED IN THE DISCLOSURE
OF INFORMATION SO THAT THE INFORMATION PROVIDED IN THE DISCLOSURE OF INFORMATION
BECOMES INCORRECT AND/OR MISLEADING.
This Disclosure of Information is published in Jakarta
on 4 July 2023
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I. PRELIMINARY
On 28 June 2023, Athletica International Holdings Pte. Ltd. domiciled in Singapore (hereinafter
referred to as “AIHP”) dan Map Active Singapore Pte. Ltd., domiciled in Singapore (hereinafter
referred to as “MASP”) have entered into the Loan Contract whereby AIHP agrees to grant loan
facility to MASP in the amount of USD 5,000,000.00 (hereinafter referred to as “Loan Contract”).
AIHP dan MASP each is a Controlled Company of the Company with shares ownership by the
Company of 100% shares directly in AIHP and 90% shares indirectly in MASP.
In accordance with the prevailing regulations, specifically the provision of Article 4 POJK 42/2021,
the Board of Director of the Company hereby announce this Disclosure of Information for the
purpose to provide elaboration, consideration, and reasons for the conduct of the Transaction (as
defined below) to the Shareholders of the Company in compliance with POJK 42/2021 specifically
the provisions in Article 4.
II. DESCRIPTION OF THE TRANSACTION
A. Transaction, Object and Transaction Value
a. Name and Date of the Transaction: The grant of loan facility from AIHP to MASP as stipulated
in the Loan Contract (hereinafter referred to as “Transaction”).
Object of Transaction: Transaction whereby AIHP agrees to provide a loan facility to MASP
based on Loan Contract in the amount of USD5,000,000.00 with an interest rate of 5,5% per
annum which shall be due and payable on 30 June 2023 and can be extended with approval
of AIHP and MASP.
b. The Transaction value: USD5,000,000.00 or equal to Rp.78,655,000,000,00 calculated based
on Bank Indonesia’s middle rate on 30 December 2022 of 1 USD = Rp. 15,731.00.
B. Information Regarding the Parties Conducting Transactions
1. Athletica International Holdings Pte.Ltd
a. Brief History
AIHP was incorporated based on Certificate Confirming Incorporation of Company on
19 February 2016 under the name of Map Aktif Adiperkasa Pte. Ltd. The Deed of
Establishment of AIHP has been amended from time to time latest as stipulated in the
Business Profile dated 14 February 2020 concerning the change of the company name
to become Athletica International Holdings Pte. Ltd.
b. Purposes, Objectives and Business Activities
The purposes and objectives of AIHP are to conduct business activities of wholesale and
retail.
c. Capital Structure and Share Ownership
As at the date of this Disclosure of Information, capital structure and shareholders
composition of AIHP are as follow:
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Nominal amount
Number of
Description @USD1,00 per share (%)
Shares
(USD)
Authorised Capital 120,780,000 120.,780,000.00
Issued and Paid Up Capital:
PT Map Aktif Adiperkasa Tbk. 120,780,000 120.,780,000.00 100.00
Total Issued and Paid Up Capital 120,780,000 120.,780,000.00 100.00
On the date of the Disclosure of Information, the composition of the Board of Directors of
AIHP is as follow:
Board of Directors:
Director : Virendra Prakash Sharma
Director : Susianna Latif
Director : Sjeniwati Gusman
Director : Miquel Rodrigo Staal
Director : Wong Siew Ying
d. Address
AIHP is having its address at 180 Paya Lebar Road #10-01 Yi Guang factory Building,
Singapore. 409032.
2. Map Active Singapore Pte.Ltd
a. Brief history
MASP was incorporated based on Certificate Confirming Incorporation of Company on 5 April
2022.
b. Purposes, Objectives and Business Activities
The purpose and objective of MASP is to run a business in retail sale of sports apparel and
equipment (including bicycles, boats, and healthcare equipment).
c. Capital Structure and Share Ownership
As at the date of this Disclosure of Information, capital structure and shareholders composition
of MASP is as follow:
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DESCRIPTION NUMBER OF NOMINAL %
SHARES AMOUNT
@SGD1,00
PER SHARES
(SGD)
Authorised Capital 6,800,000 6,800,000.00
Issued and Paid Up Capital:
1. Athletica International Holding Pte. Ltd 6,120,000 6,120,000.00 90.00
2. Gan Kok Tuan 680,000 680,000.00 10.00
Total Issued and Paid Up Capital 6,800,000 6,800,000.00 100.00
d. Management and Supervisory
On the date of the Disclosure of Information, the composition of the Board of Directors of
MASP are as follow:
Board of Directors
Direktur : Gan Kok Tuan
Direktur : Ng Seok Imm
Direktur : Miquel Rodrigo Staal
Direktur Susiana Latif
e. Address
MASP is having its address 16 Raffles Quay #16-02, Hong Leong Building, Singapore 048581.
C. Affiliate Relationship
a. The Company is the shareholdera of 100% shares directly in AIHP and 90% shares indirectly
in MASP.
b. Few members of the management of the Company also hold a position as management in
AIHP and MASP.
III. SUMMARY OF APPRAISAL’ REPORT
A. Independent Party Appointed relating to the Transaction
The Company appointed a Kantor Jasa Penilai Publik Kusnanto & rekan (“KR”) based on the
Decree of the Minister of Finance No. 2.19.0162 dated 15th July 2019 and registered as a capital
market supporting professional service office at the Financial Services Authority with a Capital
Market Supporting Professional Registration Certificate No. STTD.PB-01/PJ-1/PM.223/2023
(business appraiser), to provide a fairness opinion over the Transaction based on assignment
letter No. KR/230517-001 dated 17 May 2023 which has been approved by the management of
the Company.
B. Opinion of Independent Appraisal
1. Summary of Fairness Opinion Report
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Summary of Fairness Opinion Report No. 00082/2.0162-00/BS/05/0153/1/VI/2023 dated 28
June 2023.
• Parties involved in the Transaction
Parties involved in the Transaction are AIHP and MASP.
• Fairness Opinion Object
The object of the transaction is a transaction whereby AIHP agrees to grant loan facility
to MASP in the amount of USD 5,00 million with interest rate of 5,50% per annum, which
shall be repayment on 30 June 2028 and can be extended with the approval of AIHP and
MASP.
• Purpose and Objective of the Fairness Opinion
The purposes and objectives of the preparation of fairness opinion report over the
Transaction is to gives illustration to the Board of Directors of the Company regarding
the fairness of the Transaction for financial aspect and to comply with the prevailing
regulations that is POJK 42/2020.
• Main Assumptions and Limiting Conditions
Analysis of Fairness Opinion Transaction was prepared using the data and information
as disclosed above, which data and information KR has reviewed. In carrying out the
analysis, KR relies on the accuracy, reliability and completeness of all financial
information, information on the legal status of the Company and other information
provided to KR by the Company or publicly available and KR is not responsible for the
accuracy of this information. Any changes to the data and information can materially
affect the final outcome of KR's opinion. KR also relies on guarantees from the
Company's management that they are not aware of the facts that cause the information
provided to KR to be incomplete or misleading. Therefore, KR is not responsible for
changes in conclusions on KR's Fairness Opinion due to changes in said data and
information.
Projections of the Company consolidated financial statements before and after the
Transaction are prepared by the Company's management. KR has reviewed the
projected financial statements and the projected financial statements have described
the operating conditions and performance of the Company. In general, there are no
significant adjustments that KR needs to make to the Company's performance targets.
KR does not carry out inspections of the Company's fixed assets or facilities. In addition,
KR also did not provide an opinion on the tax impact of the Transaction. The services
that KR provides to the Company in connection with the Transaction are only the
provision of a Fairness Opinion on the Transaction and are not accounting, auditing or
taxation services. KR did not conduct research on the legitimacy of the Transaction from
the legal aspect and the implications of the taxation aspect. The Fairness Opinion on
Transactions is only reviewed from an economic and financial perspective. The Fairness
Opinion Report on the Transaction 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, KR has also obtained information on the legal
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status of the Company and MASP based on the articles of association of the Company and MASP. KR's work related to the Transaction does not constitute and cannot be interpreted as being in any form, a review or audit, or the implementation of certain procedures for financial information. Nor can the work be intended to reveal weaknesses in internal controls, errors or irregularities in financial reports, or violations of law. In addition, KR does not have the authority and is not in a position to obtain and analyze other forms of transactions outside of existing Transactions and which may be available to the Company and the effects of these transactions on Transactions. This Fairness Opinion is prepared based on market and economic conditions, general business and financial conditions, as well as Government regulations related to the Transaction on the issuance date of this Fairness Opinion. In preparing this Fairness Opinion, KR uses several assumptions, such as the fulfillment of all conditions and obligations of the Company and all parties involved in the Transaction. Transactions will be carried out as described in accordance with a predetermined time period and the accuracy of information regarding Transactions disclosed by the Company's management. This Fairness Opinion must be viewed as a whole and the use of part of the analysis and information without considering other information and analysis as a whole as a whole can lead to misleading views and conclusions on the process underlying the Fairness Opinion. Preparation of this Fairness Opinion is a complicated process and may not be able to be carried out through an incomplete analysis. KR also assumes that from the issuance date of the Fairness Opinion until the date of this Transaction, there have not been any changes that could materially affect the assumptions used in the preparation of this Fairness Opinion. KR is not responsible for reaffirming or supplementing, updating KR's opinion due to changes in assumptions and conditions, as well as events that occurred after the date of this report. Calculations and analysis in the context of giving the Fairness Opinion have been carried out correctly and KR is responsible for the Fairness Opinion Report. The conclusion of this Fairness Opinion applies if there are no changes that have a material impact on the Transaction. These changes include, but are not limited to, changes in conditions both internally at the Company and externally, namely market and economic conditions, general business, trade and financial conditions, as well as Indonesian government regulations and other related regulations after the date of this Fairness Opinion Report issued. If after the issuance date of this Fairness Opinion Report the changes mentioned above occur, then the Fairness Opinion on the Transaction may be different. Analysis of the Fairness Opinion on this Transaction was carried out in uncertain conditions, including, but not limited to, the high level of uncertainty due to the Covid- 19 pandemic. The precautionary principle is required in the use of the Fairness Opinion Report, especially regarding changes that occur from the date of assessment to the date of use of the Fairness Opinion Report. Changes in assumptions and conditions as well
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as events that occurred after the date of this report will have a material effect on the
conclusion of the Fairness Opinion.
• Methodology and Procedure of Fairness Opinion
In the evaluation of this Fairness Opinion over the Transaction, KR has conducted the
analysis using the methodology and procedure of Fairness Opinion over Transaction
based on:
I. Analysis of Transaction;
II. Analysis of Qualitative and Quantitative Transaction; and
III. Analysis of the Fairness of the Transaction.
• Conclusion
Based on the scope of work, assumptions, data and information obtained from the
Company management used in the preparation of this report, review of the financial
impact of the Transaction as disclosed in this Fairness Opinion Report, KR is of the
opinion that the Transaction is fair.
IV. EXPLANATION, CONSIDERATION, AND REASONS FOR THE TRANSACTION PLAN
COMPARED TO THE IMPLEMENTATION OF OTHER TYPES OF TRANSACTIONS WITH
NON-AFFILIATED PARTY
A. Purpose of the Transaction
The purpose or benefits that can be obtained by the Company from the implementation of
the Transaction is to develop MASP's business. MASP requires funding support, among
others, for additional working capital in adding up new product lines and maintaining
inventory availability which is expected to strengthen the MASP's business portfolio so that
eventually it is expected to encourage the improvement of the Company's consolidated
financial performance in the future and provide added value for all shareholders of the
Company.
B. Consideration for the Transaction with Affiliated Party
Consideration for Transactions with affiliated party is better than other non-affiliated parties
is so that the Company's internal group cash management arrangements will be more
efficient.
V. STATEMENT OF BOARD OF DIRECTORS
This Transaction has gone through an adequate procedure to ensure that the Transaction is
conducted based on generally accepted business practice by taking into account arms-length
principle.
VI. STATEMENT OF BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
This affiliated transaction:
1. does not constitute a conflict-of-interest transaction; and
2. all material information has been disclosed and such information is not misleading.
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VII. ADDITIONAL INFORMATION
Shareholders of the Company who require further information regarding the Transaction as
disclosed in this Disclosure of Information, may contact:
PT Map Aktif Adiperkasa Tbk.
Corporate Secretary
Sahid Sudirman Center, Lt. 26
Jl. Jend. Sudirman Kav. 86
Jakarta 10220, Indonesia
Phone: +62 21 8064 8488
Website: www.mapactive.id
Email: corpsec@mapactive.id
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