Back to announcement
20230703_MAPA_Informasi Transaksi Afiliasi_31335867_lamp2.pdf
Asset transaction Needs review MAPASource file signed link, expires in 15 minutes
Extracted text 9
Page 1
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 3 July 2023
Page 2
I. PRELIMINARY
On 26 June 2023, the Company and PT Mitra Adiperkasa Tbk., domiciled in Central Jakarta
(hereinafter referred to as “MAPI”) has executed the Amendment and Restatement of
Management Service Agreement.
The Company is a Controlled Company of MAPI whereby MAPI owns 68.843% shares in the
Company.
In accordance with the prevailing regulations, specifically 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 delivery of management service as stipulated
under the Amendment and Restatement of Management Service Agreement dated 26
June 2023.
b. Object of Transaction: Amendment to the Management Service Agreement relating to
the delivery of services by MAPI to the Company in the daily administration and
operational activities of the Company that is in the area of information and technology,
corporate, finance and accounting, human resources, corporate secretary, legal
administration, supply chain, general affair and licensing, sustainability, advertising and
promotion, corporate treasury, corporate communication, procurement, academy,
internal audit and compliance (hereinafter the “Transaction”)
c. The Transaction value for year 2023 is estimated at Rp.115,200,000,000 (One Hundred
Fifteen Billion Two Hundred Million Rupiah) per year, excluding VAT. The value of the
annual service fee for the subsequent years shall be calculated based on the actual total
costs (such amount shall be rounded up) relating to the delivery of the services to be
provided by MAPI in the relevant year. The total costs of the services shall be calculated
based on basis calculation relevant for each of the services (among others time spent to
provide the service, number of employees, processed licenses, etc). The calculation shall
be performed on 31 August of preceding year or at any other time as mutually agreed
between the parties. The value of the services in the current year may be increased, as
mutually agreed between the Company and MAPI by taking into consideration the
expansion and development of the Company’s businesses.
d. Term: 1 July 2023 until 31 December 2023, and shall be automatically extended for
successive periods of one (1) year, unless earlier terminated by either party.
Page 3
B. Information Regarding the Parties Conducting Transactions
1. PT Map Aktif Adiperkasa Tbk.
a. Brief History
The Company is domiciled in Central Jakarta, it was incorporated based on Deed of
Establishment No. 40 dated 11 March 2015, made before Hannywati Gunawan, SH,
Notary in Jakarta. The Deed of Establishment of the Company has been ratified by
Minister of Laws and Human Rights of the Republic of Indonesia based on Decree No.
AHU‐0011719.AH.01.01. TAHUN 2015 dated 13 March 2015.
The Articles of Association of the Company has been amended from time to time latest
as stipulated in the Deed of Restatement of GMS’ Resolution No. 108, dated 18 August
2021 made before Hannywati Gunawan, S.H., Notary in Jakarta. Such deed has been
published in the State Gazette of the Republic of Indonesia dated 19 November 2021
No.93, Supplement No. 36227.
b. Purposes, Objectives and Business Activities
Based on Article 3 of the Company's Articles of Association, the purposes and
objectives of the Company are to do business in the fields of:
a. Wholesale and retail trade;
b. Transportation and warehousing; and
c. Professional, scientific and technical activities.
To achieve the above purposes and objectives, the Company may carry out the
following business activities:
Main Business Activities
a. Running a business in the field of wholesale trade, excluding cars and
motorcycles as well as retail trade, excluding cars and motorcycles;
b. Act as agents, suppliers, franchisees and/or distributors of other agencies
and companies, both from within and from abroad.
Supporting Business Activities
a. To conduct importing and exporting, across islands/regions as well as
locally, for any goods that can be traded, either for own calculations, or for
calculations of other people, or legal entities on the basis of commission;
b. To conduct business in the textile (factory) industry for any material that
can be produced in the country, including apparel, shoes and handicrafts;
c. To conduct business in the transportation sector using motorized vehicles,
either to transport passengers and to transport goods;
d. Carry out accounting activities and management consulting activities, in the
field of providing services and consulting in general, including management
consulting services, production, accounting methods and procedures as well
as human resource development (except for travel services and consultants
in the fields of law and taxation).
C. Capital Structure and Share Ownership
As at the date of this Disclosure of Information, capital structure and
shareholders composition of the Company is based on
Page 4
Company’s Shareholders Register as per 31 May 2023 issued by PT Datindo
Entrycom, as Securities Administration Bureau of the Company, that is as follow:
Nominal amount
Number of
Description @Rp100 (%)
Shares
(Rp)
Authorised Capital 5,000,000,000 500,000,000,000
Issued and Paid Up Capital:
PT Mitra Adiperkasa Tbk. 1,962,299,080 196,229,908,000 68.843
Public 888,100,920 88,810,092,000 31.157
Total Issued and Paid Up Capital 2,850,400,000 285,040,000,000 100.00
d. Management and Supervisory
On the date of the Disclosure of Information, the composition of the Board of
Directors and Board of Commissioners of the Company are as follow:
Board of Directors
President Director : Nicholas Jones
Director : Handaka Santosa
Director : Sjeniwati Gusman
Director : Miquel Rodrigo Staal
Board of Commissioners
President Commissioner : Virendra Prakash Sharma
Vice President Commissioner : Susiana Latif
Independent Commissioner : Hendry Hasiholan Batubara
e. Address
The Company is having its address at Sahid Sudirman Center, 26th Floor, Jl.
Jenderal Sudirman Kav. 86, Jakarta Pusat, Jakarta 10220.
2. PT Mitra Adiperkasa Tbk.
a. Brief history
MAPI was incorporated based on Deed of Establishment No.105 dated 23 January 1995
made before Julia Mensana, SH, Notary in Jakarta. The Deed of Establishment of MAPI
has been ratified by Minister of Justice of the Republic of Indonesia based on Decree No.
C2-9243.HT.01.01.TH.95. dated 31 July 1995.
The Articles of Association of MAPI has been amended from time to time latest as stipu-
lated in the Deed of Restatement of GMS’ Resolution No.114 dated 19 August 2021 made
before Hannywati Gunawan, SH, Notary in Jakarta. Such deed has been published in the
Page 5
State Gazette of the Republic of Indonesia dated 19 November 2021 No.93, Supplement
No. 36228.
b. Purposes, Objectives and Business Activities
Based on Article 3 of MAPI’ Articles of Association, the purposes and objectives of MAPI
are to do business in the fields of:
a. Wholesale and retail trade
b. Transportation and warehousing; and
c. Professional, scientific and technical activities; and
d. Education
To achieve the above purposes and objectives, MAPI may carry out the following
business activities:
Main Business Activities
a. Running a business in the field of wholesale trade, excluding cars and motorcycles as
well as retail trade, excluding cars and motorcycles;
b. Act as agents, suppliers, franchisees and/or distributors of other agencies and com-
panies, both from within and from abroad.
Supporting Business Activities:
a. To conduct importing and exporting, across islands/regions as well as locally, for any
goods that can be traded, either for own calculations, or for calculations of other peo-
ple, or legal entities on the basis of commission;
b. To conduct business in the textile (factory) industry for any material that can be pro-
duced in the country, including apparel, shoes and handicrafts;
c. To conduct business in the transportation sector using motorized vehicles, either to
transport passengers and to transport goods;
d. Carry out accounting activities and management consulting activities, in the field of
providing services and consulting in general, including management consulting ser-
vices, production, accounting methods and procedures as well as human resource de-
velopment (except for travel services and consultants in the fields of law and taxa-
tion).
e. to conduct education activities.
c. Capital Structure and Share Ownership
As at the date of this Disclosure of Information, capital structure and shareholders
composition of the Company is based on MAPI’s Shareholders Register as per 31 May
2023 issued by PT Datindo Entrycom, as Securities Administration Bureau of the MAPI,
that is as follows:
Nominal amount
Number of
Description @Rp100 (%)
Shares
(Rp)
Authorised Capital 40.000.000.000 2.000.000.000.000,00
Issued and Paid Up Capital:
1. PT Satya Mulia Gema Gemilang 8.466.000.000 423.300.000.000,00 51
2. Public 8.134.000.000 406.700.000.000,00 49
Total Issued and Paid Up Capital 16.600.000.000 830.000.000.000,00 100
Page 6
d. Management and Supervisory
On the date of the Disclosure of Information, the composition of the Board of
Directors and Board of Commissioners of MAPI are as follow:
Board of Director
Presiden Director : Herman Bernhard Leopold Mantiri
Vice President Director : Virendra Prakash Sharma
Director : Susiana Latif
Director : Sean Gustav Standish Hughes
Director : Handaka Santosa
Director : Sjeniwati Gusman
Board of Commissioners
President Commissioner (independent) : Sri Indrastuti Hadiputranto
Vice President Commissioner (independent) : GBPH Prabukusumo, S.Psi.
Commissioner : Johanes Ridwan
e. Address
MAPI is having its address at Sahid Sudirman Center, 29th Floor, Jl. Jenderal
Sudirman Kav. 86, Jakarta Pusat, Jakarta 10220.
C. Affiliate Relationship
a. The Company is a Controlled Company of MAPI whereby MAPI owns 68.843% shares
in the Company.
b. Several Directors of the Company also hold a position as Director of MAPI.
III. SUMMARY OF APPRAISAL’ REPORT
A. Independent Party Appointed relating to the Transaction
The Company has appointed a Public Appraisal Service Office (KJPP) Kusnanto & rekan (“KR”)
as official Public Appraisal Service Office 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 (hereinafter referred to as “OJK”) with a
Capital Market Supporting Professional Registration Certificate from OJK No. No. STTD.PB-
01/PJ-1/PM.223/2023 (business appraiser), to provide a fairness opinion over the
Transaction based on assignment letter KR/230512-001 dated 12 May 2023 which has been
approved by the management of the Company.
B. Opinion of Independent Appraisal
Summary of Fairness Opinion Report
Summary of Fairness Opinion Report No. 00076/2.0162-00/BS/02/0153/1/VI/2023
dated 26 June 2023 composed by KR is as follow:
• Parties involved in the Transaction
Parties involved in the Transaction is Company and MAPI.
• Fairness Opinion Object
The object of the transaction in the Fairness Opinion over the Transaction is a
transaction whereas the Company intends to amend Management Service
Page 7
Agreement and Term Sheet by making amendments as stipulated in the
Amendment and Restatement of Management Service Agreement.
• Purpose and Objective of the Fairness Opinion
The purpose and objective of the fairness opinion of the Transaction is to provide
an illustration regarding the fairness of the Transaction to comply with POJK
42/2021.
• Main Assumptions and Limiting Conditions
Analysis of Fairness Opinion over Transaction is prepared using the data and
information as mentioned above, such data and information has been reviewed by
KR. When analyzing the Transaction, KR has relied upon the accuracy, reliability,
and completeness of all financial information, information regarding the legal
status of the Company and other information provided by the Company or which is
publicly available and KR shall not be liable as to the correctness of such
information. All changes to the data and information shall affect the final result of
KR opinion materially. KR has also relied upon the Company management’s
representations that they have not known any facts which resulting the
information provided to KR becoming incomplete or misleading. Therefore, KR
shall not be responsible for the changes in the conclusion of KR Fairness Opinion
due to such data and information changes.
Projection to the consolidated financial statement of the Company before and after
the Transaction has been composed by the management of the Company. KR has
reviewed the projection to the consolidated financial statement and such
projection to the consolidated financial statement has reflected the condition of
operation and performance of the Company. In general, no significant adjustment
shall be made by KR over the performance target of the Company.
KR did not inspect the fixed assets or facility of the Company. In addition, KR also
did not opine on the tax impact of the Transaction. The service provided by KR to
the Company relating to the Transaction is just to provide the Fairness Opinion
over the Transaction but not to provide the accounting, audit or taxation services.
KR did not examine the validity of the Transaction from legal and tax impact
perspectives. The Fairness Opinion over the Transaction was only be reviewed
from the economic and financial point of view. Report on the Fairness Opinion of
the Transaction is a non-disclaimer opinion and is a publicly available opinion
except if it contains a confidential information, which may affect the operation of
the Company. Further, KR has obtained information on the legal status of the
Company based on the Articles of Association of the Company.
KR works which are related to the Transaction shall not constitute and cannot be
interpreted as constituting in any way, as a review or audit, or implementation of
certain procedures over financial information. Such works shall not be intended to
expose the weak point of the internal control, mistake or deviation in the financial
statement, or legal violation. In addition, KR is not authorised and was not in the
position to obtain and analyse other existing/might existed transactions except for
the Transaction, as well as the impact of such transactions toward the Transaction.
Page 8
This Fairness Opinion was made based on market and economic condition, general
business and financial condition, as well as Government regulations relevant to the
Transaction as of the date of the issuance of this Fairness Opinion.
In preparing the Fairness Opinion, KR used few assumptions, such as the
fulfillment of all conditions and obligations of the Company and all parties involved
in the Transaction. The Transaction will be conducted as explained based on the
term and accuracy of information regarding the Transaction as disclosed by the
management of the Company.
This Fairness Opinion shall be viewed in a whole and the partial utilization of the
analysis and information without considering other information and analysis in a
whole as a unity might cause misleading view and conclusion over the underlying
process of the Fairness Opinion. The preparation of this Fairness Opinion is a
complicated process and might not be done without a complete analysis.
KR also assume that from the date of the issuance of Fairness Opinion until the date
of the Transaction no change has been occurred which may materially affect the
assumptions used in the preparation of this Fairness Opinion. KR shall not be
responsible to asserts or complete, update our opinion due to changes to the
assumption and condition, and circumstances occurring after the date of this
report. The calculation and analysis in order to provide the Fairness Opinion has
been done correctly and KR is responsible for the Fairness Opinion Report.
The conclusion of this Fairness Opinion shall be valid to the extent no change which
materially impact the Transaction. Such changes include, but not limited to, change
to the internal and external condition of the Company, that is market and economy
condition, general business condition, trade and finance, regulations in Indonesia
and other relevant regulations after the issuance date of this Fairness Opinion
Report. If after the issuance date of this Fairness Opinion Report there has
occurred the abovementioned changes, thus this Fairness Opinion over the
Transaction might differ.
The analysis of Fairness Opinion over the Transaction is done in an uncertain
condition, including but not limited to, a high level of uncertainty due to Covid-19
pandemic. The prudential principle shall be required in the utilization of this
Fairness Opinion Report specifically relating to the change occurring from the date
of the appraisal until the date of the utilization of Fairness Opinion Report. Change
of assumption and condition as well as circumstances occurring after the date of
this report will materially affect 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. Qualitative and Quantitative Analysis of Transaction; and
III. Analysis on Fairness of the Transaction.
Page 9
• Fairness Opinion Conclusion
Based on scope of the works, assumptions, data, and information obtained from the
management of the Company which are used in the preparation of this report, review
over financial impact of the Transaction as disclosed in the 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 and benefit for the Company from the implementation of the Transaction
are among others the administration and operation activities of the Company can be
done well, based on standard quality as determined to be implemented by the
companies within MAPI business group. In addition, the benefit of the Transaction is
the creation of synergy in the implementation of policies related to the performance of
administration and operation activities, between the Company and MAPI as parent
company.
B. Consideration for the Transaction with Affiliated Party
The consideration of Transaction conducted with affiliated party in comparison with
non-affiliated party are:
1. Creation of synergy in the implementation of policies related to the performance of
administration and operation activities, between the Company and MAPI as parent
company.
2. To limit the disclosure of Company’s confidential information and data to third
party.
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.
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
Names mentioned 0 people and organisations named in the text · linked when the evidence is strong
The name pass has not read this document yet.
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
3383 ms
12 Sep 2026 22:10
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}