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20251223_RATU_Laporan Informasi dan Fakta Material_32015173_lamp1.pdf
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INFORMATION DISCLOSURE
IN CONNECTION WITH AFFILIATED TRANSACTIONS
(“INFORMATION DISCLOSURE”)
This Information Disclosure is submitted by the Company to comply with Financial Services
Authority Regulation (Otoritas Jasa Keuangan or “OJK”) No. 42/POJK.04/2020 on Affiliated
Transactions and Conflict of Interest Transactions in conjunction OJK Regulation No.
31/POJK.04/2015 on Disclosure of Material Information or Facts by Issuers or Public
Companies (including its amendments).
PT RAHARJA ENERGI CEPU Tbk
Business Activities:
Holding Company Activities, Other Management Consultancy Activities, Crude Petroleum
Mining, and Natural Gas Mining.
Head Office:
Graha Iskandarsyah, 9th Floor
Jl. Iskandarsyah Raya No. 66, Melawai, Kebayoran Baru
South Jakarta, 12160,
Indonesia
Telephone: (021) 23579812
Facsimile: (021) 23579812
Email: corsec@rec.co.id
Website: www.rec.co.id
If you experience any difficulty in understanding the information contained in this
Information Disclosure or are in doubt in making a decision, you are advised to consult a
securities broker, investment manager, legal advisor, public accountant, or other
professional advisor.
The Board of Directors and the Board of Commissioners of the Company, either individually
or collectively, assume full responsibility for the completeness and accuracy of all
information or material facts contained in this Information Disclosure and confirm that the
information presented herein is true and that there are no material facts omitted which
could render the material information contained in this Information Disclosure to be
untrue and/or misleading.
This Information Disclosure is issued in Jakarta on 23 December 2025
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DEFINITIONS AND ABBREVIATIONS
“Affiliate” : An Affiliate means:
a. a family relationship by marriage or blood up to the
second degree, whether horizontally or vertically;
b. a relationship between a party and the employees,
directors, or commissioners of such party;
c. a relationship between 2 (two) companies in which
there is 1 (one) or more members of the board of
directors or board of commissioners in common;
d. a relationship between a company and a party that
directly or indirectly controls or is controlled by such
company;
e. a relationship between 2 (two) companies that are
directly or indirectly controlled by the same party; or
f. a relationship between a company and its principal
shareholder.
“Conflict of Interest” : A difference between the economic interests of a public
company and the personal economic interests of a member
of the board of directors, a member of the board of
commissioners, a principal shareholder, or a controlling
shareholder, which may be detrimental to the relevant
public company.
“Indonesia Stock : A stock exchange as defined in Article 1 point 4 of Law No.
Exchange” or “IDX” 8 of 1995 on Capital Markets, as amended, which in this
case is organized by PT Bursa Efek Indonesia, domiciled in
Jakarta.
“KJPP FDI&R” : A Public Appraisal Firm (Kantor Jasa Penilaian Publik or
“KJPP”), being a business entity duly licensed by the
Minister of Finance as a vehicle for Public Appraisers in
providing their services, which in this case refers to Kantor
Jasa Penilai Publik Ferdinand, Danar, Ichsan dan Rekan
(FDI&R).
“Minister of Law” : The Minister of Law of the Republic Indonesia.
“OJK” : An independent institution whose functions, duties, and
authorities include regulation, supervision, examination,
and investigation in the capital markets, insurance,
pension funds, financing institutions, and other financial
services sectors as referred to in Law No. 21 of 2011 on the
Financial Services Authority, as amended.
“Shareholders” : Parties who have beneficial interests in the company’s
shares, whether in certificated form or held in collective
custody and deposited and administered in securities
accounts at the Indonesian Central Securities Depository,
as recorded in the company’s register of shareholders
administered by the Securities Administration Bureau
appointed by the company.
“Controlling : A party who, either directly or indirectly:
Shareholder”
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a. owns more than 50% (fifty percent) of the company’s
fully paid shares with voting rights; or
b. has the ability to determine, either directly or indirectly
and by any means, the management and/or policies of
the company.
“Company” : PT Raharja Energi Cepu Tbk, domiciled in South Jakarta,
a public company whose shares are listed on the Indonesia
Stock Exchange, established under the laws of the
Republic of Indonesia.
“Controlled Company” : A company that is directly or indirectly controlled by the
Company, as defined under OJK Regulation No.
42/POJK.04/2020.
“OJK Regulation No. : OJK Regulation No. 17/POJK.04/2020 on Material
17/2020” Transactions and Changes in Business Activities.
“OJK Regulation No. : OJK Regulation No. 42/POJK.04/2020 on Affiliated
42/2020” Transactions and Conflict of Interest Transactions.
“PT REI” PT Raharja Energi Indonesia, domiciled in Central Jakarta,
a limited liability company established under the laws of
the Republic of Indonesia, of which 99% (ninety-nine
percent) of its shares are owned by the Company.
Accordingly, PT REI constitutes a Controlled Company of
the Company.
“PT REM” PT Raharja Energi Madura, domiciled in South Jakarta, a
limited liability company established under the laws of the
Republic of Indonesia, of which 51% (fifty-one percent) of
its shares are owned by PT REI. Accordingly, PT REM
constitutes an indirectly Controlled Company of the
Company through PT REI.
“Affiliated Transaction” : Any activity and/or transaction conducted by a public
company or a controlled company with an Affiliate of the
public company or an Affiliate of a member of the board of
directors, a member of the board of commissioners, a
principal shareholder, or a controlling shareholder,
including any activity and/or transaction conducted by a
public company or a controlled company for the benefit of
an Affiliate of the public company or an Affiliate of a
member of the board of directors, a member of the board of
commissioners, a principal shareholder, or a controlling
shareholder.
BACKGROUND
To comply with the provisions of OJK Regulation No. 42/POJK.04/2020, the Board of
Directors of the Company hereby announces this Information Disclosure to the public that
on 23 December 2025, PT REI has made a capital injection in connection with the
establishment of PT REM (the “Transaction”). In this Transaction, PT REI contributed cash
in the amount of IDR 127,500,000,000 (one hundred twenty-seven billion five hundred
million Rupiah).
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The Transaction constitutes an Affiliated Transaction as referred to in OJK Regulation No.
42/POJK.04/2020, as PT REI is a Controlled Company of the Company with a shareholding
of 99% (ninety-nine percent), and PT REM is an indirectly Controlled Company of the
Company through PT REI, in which 51% (fifty-one percent) of the shares of PT REM are owned
by PT REI.
This Affiliated Transaction does not constitute a Conflict of Interest Transaction, as there is
no difference between the economic interests of the Company and those of the parties as
regulated under OJK Regulation No. 42/POJK.04/2020. This Transaction has also complied
with the procedures required under Article 3 of OJK Regulation No. 42/POJK.04/2020 and
has been carried out in accordance with generally accepted business practices.
In accordance with the provisions of OJK Regulation No. 42/POJK.04/2020, the Board of
Directors of the Company is required to announce this Information Disclosure through the
Company’s website and the website of the Indonesia Stock Exchange.
DESCRIPTION OF THE AFFILIATED TRANSACTION
A. Date of the Affiliated Transaction
The Affiliated Transaction took place on 19 December 2025, upon the capital injection made
by PT REI to PT REM in the amount of IDR 127,500,000,000 (one hundred twenty-seven
billion five hundred million Rupiah) in connection with the establishment of PT REM.
B. Object of the Affiliated Transaction
The object of the Affiliated Transaction is the capital injection made by PT REI to PT REM in
connection with the establishment of PT REM, with a total paid-up capital amounting to IDR
127,500,000,000 (one hundred twenty-seven billion five hundred million Rupiah).
C. Value of the Affiliated Transaction
The total value of the Transaction is IDR 127,500,000,000 (one hundred twenty-seven billion
five hundred million Rupiah).
D. Information on the Party Conducting the Affiliated Transaction and Its Relationship
with the Company
1. PT REI, as the party making the capital injection is a Controlled Company of the
Company
Brief History
PT REI is a limited liability company established under and governed by the laws of the
Republic of Indonesia pursuant to Deed No. 13 dated 27 October 2025, made before Rini
Yulianti, S.H., a Notary in East Jakarta. The deed of establishment was approved by the
Minister of Law through Decree No. AHU-0092542.AH.01.01.TAHUN 2025 dated 28 October
2025 (“Deed No. 13/2025”).
The articles of association of PT REI have been amended as set forth in Deed No. 6 dated 4
December 2025, made before Rini Yulianti, S.H., a Notary in East Jakarta. Such amendment
to the articles of association has obtained approval from the Minister of Law pursuant to
Letter No. AHU-0080592.AH.01.02.TAHUN 2025 dated 9 December 2025 and notification
thereof has been received through the Notice of Acceptance of Amendment to the Articles of
Association No. AHU-AH.01.03-0252576 dated 9 December 2025 (“Deed No. 6/2025”).
(collectively referred to as the “Articles of Association of PT REI”).
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Based on the Articles of Association of PT REI, the purposes and objectives of PT REI are to
engage in business activities in the fields of Professional, Scientific and Technical Activities,
Financial and Insurance Activities, and Mining and Quarrying.
Capital Structure and Shareholding Composition
Based on Deed No. 6/2025, the shareholding composition of PT REI is as follows:
Nominal Value Total Nominal Value
Description Number of Shares per Share (IDR) %
(IDR)
Authorized Capital
520,000,000 1,000 520,000,000,000
Issued and Paid-up Capital
The Company 129,995,000 129,995,000,000 99.99%
1,000
PT Rukun Prima Sarana 5,000 5,000,000 0.00%
Total 130,000,000 130,000,000,000 100%
Treasury Shares 390,000,000 390,000,000,000
Management and Supervision
Based on Deed No. 13/2025, the composition of the Board of Commissioners and the Board
of Directors of PT REI is as follows:
Board of Commissioners
Commissioner : Sumantri
Board of Directors
Director : Adrian Hartadi
2. PT REM, as the party receiving the capital injection is an indirectly Controlled
Company of the Company through PT REI
Brief History
PT REM is a limited liability company established under and governed by the laws of the
Republic of Indonesia pursuant to Deed No. 9 dated 5 December 2025, made before
Muhammad Hanafi, S.H., a Notary in Jakarta. The deed of establishment was approved by
the Minister of Law through Decree No. AHU-0107173.AH.01.01.TAHUN 2025 dated 12
December 2025 (“Deed No. 9/2025” or the “Articles of Association of PT REM”).
Based on the Articles of Association of PT REM, the purposes and objectives of PT REM are
to engage in business activities in the fields of Holding Company Activities and other
Management Consultancy Activities.
Capital Structure and Shareholding Composition
Based on Deed No. 9/2025, the shareholding composition of PT REM is as follows:
Nominal Value Total Nominal
Description Number of Shares per Share (IDR) %
Valuer (IDR)
Authorized Capital
500,000 1,000,000 500,000,000,000
Issued and Paid-up Capital
PT REI 127,500 127,500,000,000 51%
1,000,000
PT Petro Indo Pasifik 122,500 122,500,000,000 49%
Total 250,000 250,000,000,000 100%
Treasury Shares 250,000 250,000,000,000
Management and Supervision
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Based on Deed No. 9/2025, the composition of the Board of Commissioners and the Board
of Directors of PT REM is as follows:
Board of Commissioners
Commissioner : Sumantri
Director
Director : Adrian Hartadi
3. The Company, as the direct Controlling Shareholder of PT REI and indirect
Controlling Shareholder of PT REM
Brief History
The Company is a public limited liability company established under and governed by the
laws of the Republic of Indonesia pursuant to Deed No. 7 dated 16 October 2006, made before
Ny. Indah Setyaningsih, S.H., a Notary in Jakarta. The deed of establishment was approved
by the Minister of Law and Human Rights through Decree No. W7-06263.HT.01.01.TH 2007
dated 7 June 2007.
The articles of association of the Company have been amended several times, with the most
recent amendment set forth in Deed No. 18 dated 20 September 2024, made before Rini
Yulianti, S.H., a Notary in East Jakarta. Such amendment has obtained approval from the
Minister of Law and Human Rights pursuant to Decree No. AHU-0059751.AH.01.02.TAHUN
2024 dated 20 September 2024, and notification thereof has been received through the Notice
of Acceptance of Amendment to the Articles of Association No. AHU-AH.01.03-0193996 dated
20 September 2024 and the Notice of Acceptance of Amendment to Company Data No. AHU-
AH.01.09-0254185 dated 20 September 2024.
(collectively referred to as the “Articles of Association of the Company”).
Based on Article 3 of the Articles of Association of the Company, the purposes and objectives
of the Company are to engage in business activities in the fields of Holding Company
Activities, Mining, Other Management Consultancy Activities, Crude Petroleum Mining, and
Natural Gas Mining.
To achieve the above purposes and objectives, the Company may conduct the following
business activities:
1. Main business activities
i. Holding Company Activities (KBLI 64200)
ii. Other Management Consultancy Activities (KBLI 70209)
2. Supporting business activities
i. Crude Petroleum Mining (KBLI 06100)
ii. Natural Gas Mining (KBLI 06201)
Capital Structure and Shareholding Composition
Based on the Company’s Register of Shareholders prepared by PT Ficomindo Buana Registrar
as the Securities Administration Bureau, the shareholding composition of the Company as of
28 November 2025 is as follows:
Nominal
Total Nominal Value
Description Number of Shares Value per %
(IDR)
Share (IDR)
Authorized Capital
10,000,000,000 10 100,000,000,000
Issued and Paid-up capital
PT Rukun Raharja Tbk 1,867,121,000 18,671,210,000 68.77%
10
PT Rukun Sarana Prima 100,000 1,000,000 0.00%
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Alexandra Sinta Wahjudewanti 50,000 500,000 0.00%
Adrian Hartadi 3,600 36,000 0.00%
Public 824,462,500 8,244,625,000 30.37%
Total 2,715,053,800 27,150,538,000 100%
Treasury Shares 7,284,946,200 72,849,462,000
Management and Supervision
Based on the Deed of Statement of Resolutions of the Company’s Meeting No. 35 dated 30
April 2025, made before Rini Yulianti, S.H., a Notary in East Jakarta, which has been notified
to and accepted by the Minister of Law through the Notice of Acceptance of Amendment to
Company Data No. AHU-AH.01.09-0221474 dated 5 May 2025 and registered in the
Company Register under No. AHU-0097145.AH.01.11.TAHUN 2025 dated 5 May 2025, the
composition of the Board of Commissioners and the Board of Directors of the Company is as
follows:
Board of Commissioners
President Commissioner : Orias Petrus Moedak
Commissioner : Merly
Independent Commissioner : Taufik Ahmad
Board of Directors
President Director : Sumantri
Director : Alexandra Sinta Wahjudewanti
Director : Adrian Hartadi
E. Nature of the Affiliated Relationship between the Party Conducting the Affiliated
Transaction and the Company
The nature of the affiliated relationship between the Company and the party conducting the
Affiliated Transaction is as follows:
1. PT REI is a Controlled Company of the Company, of which 99% (ninety-nine percent) of
the shares are owned by the Company.
2. PT REM is an indirectly Controlled Company of the Company, of which 51% (fifty-one
percent) of the shares are owned by PT REI.
3. Pursuant to Article 1 point 1 letter d of OJK Regulation No. 42/POJK.04/2020, PT REI
and PT REM constitute Affiliates of the Company, as the Company directly controls PT
REI and indirectly controls PT REM.
4. The capital injection transaction conducted by PT REI to PT REM constitutes an Affiliated
Transaction for the Company pursuant to Article 2 point 1 of OJK Regulation No.
42/POJK.04/2020, as the transaction is carried out by a Controlled Company whose
financial statements are consolidated with those of the Company.
PRO FORMA IMPACT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL
CONDITION
The implementation of the Transaction in the form of a capital injection does not result in
any material adverse impact on the Company’s financial condition. The Transaction is
expected to strengthen the Company’s capital structure and support the sustainable
development of the Company’s business in the future.
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SUMMARY OF THE FAIRNESS OPINION REPORT ON THE AFFILIATED
TRANSACTION
A. Identity of the Appraiser
KJPP FDI&R as a Public Appraisal Firm duly licensed pursuant to Decree of the Minister
of Finance No. 2.22.0176 KMK 460/KM.1/2022 dated 21 April 2022 and registered as a
capital market supporting professional institution with the Financial Services Authority
pursuant to the Certificate of Registration of Capital Market Supporting Professional
Institution No. STTD.PB-47/PJ-1/PM.021/2024, has been appointed by the Company to
provide a fairness opinion on the Affiliated Transaction in the form of a capital injection
(the “Fairness Opinion Report on the Transaction”).
B. Summary of the Fairness Opinion Report on the Transaction
The following is a summary of the Fairness Opinion Report on the Transaction prepared
by KJPP FDI&R with a valuation date of 30 September 2025.
1. Object of Valuation
The object of valuation is the Company’s Affiliated Transaction in the form of a capital
injection made by PT REI, as a Controlled Company of the Company, to PT REM, as an
indirectly Controlled Company of the Company, with a total capital injection value of IDR
127,500,000,000 (one hundred twenty-seven billion five hundred million Rupiah).
2. Purpose of Valuation
The purpose of the preparation of the Fairness Opinion Report on the Transaction is to
provide an opinion on the fairness of the Company’s Affiliated Transaction, as required to
comply with the applicable prevailing regulations, namely OJK Regulation No.
42/POJK.04/2020.
3. Assumptions and Limiting Conditions
In conducting its analysis and as the basis for consideration in issuing the fairness
opinion on the Transaction, KJPP FDI&R relied on information and data provided by the
Company’s management. KJPP FDI&R assumed that all information and data provided
by the Company’s management are true, complete, reliable, and not misleading.
KJPP FDI&R did not conduct an audit or detailed verification of all information and data
received, whether orally or in writing. Accordingly, KJPP FDI&R does not provide any
assurance and shall not be responsible should any information and data provided by the
Company’s management subsequently prove to be incomplete, inaccurate, or misleading.
Should it later be discovered that incorrect information was provided to KJPP FDI&R,
KJPP FDI&R should not be held liable for such matters.
KJPP FDI&R did not conduct a review of legal aspects nor perform financial due diligence.
Accordingly, KJPP FDI&R assumed that the object being valued is free from legal issues
and that ownership rights are valid and marketable. KJPP FDI&R also assumed that the
object presented to KJPP FDI&R is indeed the object subject to fairness opinion.
The Fairness Opinion Report on the Transaction must be used as a whole and is
inseparable, and its use is limited solely to the purpose of this fairness opinion.
Accordingly, KJPP FDI&R shall be released from any claims and obligations arising from
the use of the Fairness Opinion Report on the Transaction that is inconsistent with the
purpose of its preparation.
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4. Valuation Approaches and Methods
In providing the fairness opinion on the Transaction, KJPP FDI&R conducted an
assessment of the fairness of the Transaction through the following analyses:
a. analysis of the Transaction;
b. qualitative and quantitative analysis of the Transaction; and
c. analysis of the fairness of the Transaction.
5. Fairness Opinion on the Transaction
Based on the information and data obtained from the Company’s management and used
in conducting the analysis, KJPP FDI&R is of the opinion that the Transaction is fair.
STATEMENT OF THE BOARD OF COMMISSIONERS AND THE BOARD OF
DIRECTORS OF THE COMPANY
The Board of Commissioners and the Board of Directors of the Company, either individually
or collectively, declare that all material information in connection with the Transaction has
been disclosed and that such information is not misleading, and further confirm that the
Transaction does not constitute a Conflict of Interest Transaction as referred to in OJK
Regulation No. 42/POJK.04/2020, nor does it constitute a material transaction as referred
to in OJK Regulation No. 17/POJK.04/2020, as the value of the Transaction does not reach
20% (twenty percent) of the Company’s equity based on the Company’s Financial Statements
for the period ended 30 September 2025.
The Board of Directors of the Company further declares that the Transaction has complied
with the procedures adopted by the Company as required under OJK Regulation No.
42/POJK.04/2020 to ensure that the Affiliated Transaction has been conducted in
accordance with generally accepted business practices.
ADDITIONAL INFORMATION
Shareholders of the Company who require further information regarding this Information
Disclosure may contact the Company during business days and hours at:
Head Office:
Graha Iskandarsyah, 9th Floor
Jl. Iskandarsyah Raya No. 66, Melawai, Kebayoran Baru
South Jakarta, 12160,
Indonesia
Telephone: (021) 23579812
Facsimile: (021) 23579812
Email: corsec@rec.co.id
Website: www.rec.co.id
PT Raharja Energi Cepu Tbk
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Names mentioned 31 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
org
KJPP FDI
p.2 ×16
unresolved
org
Minister of Finance
p.2
unresolved
org
Ichsan dan Rekan
p.2
unresolved
org
Minister of Law
p.2 ×6
unresolved
org
Indonesia Stock Exchange
p.3 ×2
unresolved
org
PT REI
p.3 ×25
unresolved
org
PT Raharja Energi Indonesia
p.3
unresolved
org
PT REM
p.3 ×20
unresolved
org
PT Raharja Energi Madura
p.3
unresolved
org
PT REI. Accordingly
p.3
unresolved
org
PT REI. This Affiliated Transaction
p.4
unresolved
org
PT REM. B. Object
p.4
unresolved
person
Rini Yulianti
· Notaris
p.4 ×7
unresolved
org
PT Rukun Prima Sarana
p.5
unresolved
org
PT REI Brief History
p.5
unresolved
person
Muhammad Hanafi
· Notaris
p.5
unresolved
org
PT Petro Indo Pasifik
p.5
unresolved
org
PT REM Brief History
p.6
unresolved
person
Indah Setyaningsih
· Notaris
p.6
unresolved
org
Minister of Law and Human Rights
p.6 ×2
unresolved
org
PT Ficomindo Buana Registrar
p.6
unresolved
org
PT Rukun Sarana Prima
p.6
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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confidence 0.091
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12 Sep 2026 22:32
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