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20251016_GTSI_Laporan Informasi dan Fakta Material_31968005_lamp2.pdf
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Page 1
Mangkuluhur City Tower One 26th Floor
Jl. Jendral Gatot Subroto Kav. 1-3 Jakarta 12930
Indonesia
Phone : (62-21) 509 33163
Website : www.gtsi.co.id
DISCLOSURE OF INFORMATION TO SHAREHOLDERS
(“Disclosure of Information”)
PT GTS INTERNASIONAL TBK.
(the “Company”)
BUSINESS ACTIVITIES
Engaged in the business of Natural and Manufactured Gas Distribution, Domestic Sea Transportation for Special
Cargo, International Sea Transportation for Special Cargo, and Holding Company Activities
HEAD OFFICE
Mangkuluhur City Tower One, 26th Floor
Jl. Jend. Gatot Subroto Kav. 1-3, Jakarta 12930
Indonesia
Phone: 021 – 5093 3163
Website: www.gtsi.co.id
Email: corpsec@gtsi.co.id
This Disclosure of Information is prepared in connection with the purchase transaction of one Liquified Natural Gas
(LNG) vessel named Danaputri 1 (formerly Methane Jane Elizabeth) (the “Vessel”) at a purchase value of USD
24,500,000 (twenty-four million five hundred thousand United States Dollars) conducted by the Company (the
“Transaction”). The transaction value represents 36.92% of the Company’s equity based on the Audited
Consolidated Financial Statements as of December 31, 2024, thereby qualifying as a Material Transaction as
referred to in OJK Regulation No. 17/POJK.04/2020 (“POJK 17/2020”). The Transaction does not constitute an
affiliated transaction nor a conflict of interest transaction as referred to in OJK Regulation No. 42/POJK.04/2020
(“POJK 42/2020”) regarding Affiliated Transactions and Conflicts of Interest. Accordingly, the Company is not
required to obtain prior approval from the General Meeting of Shareholders (GMS).
The Board of Directors and the Board of Commissioners of the Company are fully responsible for the accuracy
of all information contained in this Disclosure of Information. After careful examination of all available information
regarding the Transaction, the Board of Directors and the Board of Commissioners hereby declare that, to the
best of their knowledge and belief, there is no material information related to the Transaction that has not been
disclosed or omitted that would render this Disclosure of Information false or misleading.
The Board of Directors and the Board of Commissioners further state that the Transaction does not constitute
an affiliated transaction nor a conflict of interest transaction as defined in POJK 42/2020
This Disclosure of Information is issued in Jakarta, on October 16, 2025.
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Mangkuluhur City Tower One 26th Floor
Jl. Jendral Gatot Subroto Kav. 1-3 Jakarta 12930
Indonesia
Phone : (62-21) 509 33163
Website : www.gtsi.co.id
INTRODUCTION
This Disclosure of Information is prepared in connection with the purchase transaction of one Liquified Natural Gas
(LNG) vessel named Methane Jane Elizabeth (to be renamed Danaputri 1) (the “Vessel”) with a purchase value of
USD 24,500,000 (twenty-four million five hundred thousand United States Dollars) conducted by the Company (the
“Transaction”) from GAS–Seventeen Ltd., acting as the seller. The transaction value represents 36.92% of the
Company’s total equity as of December 31, 2024, amounting to USD 66,349,352 (sixty-six million three hundred
forty-nine thousand three hundred fifty-two United States Dollars), based on the Company’s Audited Consolidated
Financial Statements as of December 31, 2024, audited by Public Accounting Firm Purwantono, Sungkoro & Surja.
The vessel purchase transaction is conducted in accordance with prevailing laws and regulations in the Republic
of Indonesia, including but not limited to:
a. Law of the Republic of Indonesia No. 40 of 2007 concerning Limited Liability Companies as amended by Law
No. 6 of 2023 on the Stipulation of Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation into
Law (“Company Law”);
b. Law No. 8 of 1995 concerning the Capital Market (“Capital Market Law”);
c. OJK Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business
Activities (“POJK 17/2020”);
d. OJK Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflicts of Interest (“POJK
42/2020”); and
e. Other relevant regulations in the fields of shipping, customs, and taxation related to vessel importation.
Pursuant to POJK 17/2020, a transaction is classified as a Material Transaction if:
a. The transaction value is equal to or more than 20% of the equity of a public company;
b. The total assets of the transaction object divided by the total assets of the public company is equal to or more
than 20%;
c. The net profit of the transaction object divided by the public company’s net profit is equal to or more than 20%;
or
d. The operating revenue of the transaction object divided by the public company’s operating revenue is equal
to or more than 20%.
A public company is required to obtain prior GMS approval for a Material Transaction if:
a. The Material Transaction exceeds 50% of the company’s equity;
b. The Material Transaction exceeds 25% of total assets when the company has negative equity; or
c. The valuation report concludes that the Material Transaction is unreasonable.
Based on the above, the Company’s Transaction qualifies as a Material Transaction but does not require prior
GMS approval.
GAS–Seventeen Ltd., as the seller, has no ownership or management relationship with the Company as the
purchaser. Therefore, the transaction does not constitute an affiliated transaction as defined in POJK 42/2020.
The Board of Directors and the Board of Commissioners of the Company, individually and collectively, state that
this Transaction constitutes a Material Transaction pursuant to POJK 17/2020, but does not constitute an Affiliated
Transaction or a Conflict of Interest Transaction pursuant to POJK 42/2020.
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Mangkuluhur City Tower One 26th Floor
Jl. Jendral Gatot Subroto Kav. 1-3 Jakarta 12930
Indonesia
Phone : (62-21) 509 33163
Website : www.gtsi.co.id
This Disclosure of Information is made in compliance with POJK 17/2020 and to provide complete and transparent
information to the Company’s shareholders regarding the Transaction conducted by the Company.
For the purpose of this Transaction, the Company has appointed KJPP Budi, Edy, Saptono & Rekan as an
independent appraiser registered with the Financial Services Authority (OJK) to conduct valuation and provide a
fairness opinion regarding the Transaction. The valuation date was September 26, 2025.
DESCRIPTION OF THE MATERIAL TRANSACTION (VESSEL PURCHASE)
On October 13, 2025, the handover of one LNG vessel named Methane Jane Elizabeth (to be renamed Danaputri 1) from
GAS–Seventeen Ltd. to the Company was completed, with the following details:
1. Transaction Object
Purchase of one (1) LNG vessel named Methane Jane Elizabeth (to be renamed Danaputri 1) from GAS–Seventeen Ltd.,
with the following specifications:
Bessel Type : Liquified Natural Gas Carrier (LNG/C) Tanker
Year Built : 2006
IMO Number : 9307190
Tank Capacity : 145.000m3 (one hundred forty-five thousand cubic meters)
Gross Tonnage : 95.753
Net Tonnage : 28.726
2. Transaction Value
The transaction value amounts to USD 24,500,000 (twenty-four million five hundred thousand United States Dollars),
representing 36.92% of the Company’s total equity as of December 31, 2024, amounting to USD 66,349,352, based on
the Audited Consolidated Financial Statements of the Company as of December 31, 2024, audited by Public Accounting
Firm Purwantono, Sungkoro & Surja. This transaction value meets the criteria of a Material Transaction as stipulated under
POJK 17/2020, as it exceeds 20% of the Company’s equity. The transaction is funded through two main sources:
a. Remaining proceeds from the Initial Public Offering (IPO) amounting to IDR 123,826,438,979, as allocated in the
Company’s Report on the Use of Proceeds from the Public Offering dated July 14, 2025; and
b. Internal funds amounting to IDR 282,259,836,021.
3. Parties to the Transaction
• PT GTS Internasional Tbk. (the “Company”) – as the Purchaser
The Company was established based on Deed No. 32 dated June 29, 2012, drawn up before Arry Supratno, S.H., Notary
in Jakarta, and was approved by the Minister of Law and Human Rights of the Republic of Indonesia through Decree No.
AHU-40582.AH.01.01.Tahun 2012 dated July 26, 2012. The Company’s Articles of Association have been amended
several times, most recently by Deed No. 10 dated June 6, 2023, made before Arry Supratno, S.H., Notary in Jakarta, and
approved by the Minister of Law and Human Rights of the Republic of Indonesia through Decree No. AHU-AH.01.03-
0084425 dated June 27, 2023, regarding the amendment to Article 17 of the Articles of Association. The Company’s main
business activities include holding company operations and domestic sea transportation for special cargo.
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Mangkuluhur City Tower One 26th Floor
Jl. Jendral Gatot Subroto Kav. 1-3 Jakarta 12930
Indonesia
Phone : (62-21) 509 33163
Website : www.gtsi.co.id
As stated in Deed No. 139 dated February 28, 2023, the composition of shareholders of PT GTS Internasional Tbk. is as
follows:
Nominal Value IDR 50 /share
Shareholder
Number of Shares Nominal Value (IDR) %
PT Humpuss Maritim Internasional Tbk. 13.414.263.079 670.713.153.950 84,80
Koperasi Karyawan Bhakti Samudera 4.879.688 243.984.400 0,03
Masyarakat 2.400.000.000 120.000.000.000 15,17
The composition of the Board of Directors and Board of Commissioners of the Company is as follows:
Board of Directors
President Director : I Gusti Ngurah Askhara Danadiputra
Director : Dira K. Mochtar
Board of Commissioners
President Commissioner : Setiawan T. Widjojo
Independent Commissioner : Suharno
• GAS–Seventeen Ltd. – as the Seller
GAS–Seventeen Ltd. is a company incorporated in January 2014 under the laws of Bermuda, having its registered address
at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda. Corporately, GAS–Seventeen Ltd. is part of the GasLog
Partners LP group, a Bermuda-based limited partnership and a leading global player in LNG transportation. Within this
group structure, GAS–Seventeen Ltd. serves as the sole owner of the LNG vessel Methane Jane Elizabeth.
4. Estimated Schedule and Cost of the Vessel Purchase Transaction, and Its Impact on the Company’s
Financials
The process of purchasing the Vessel, including its registration under the flag of the Republic of Indonesia, is expected to
be completed within one (1) month following the signing of the Memorandum of Agreement (MOA) between the Company
and GAS–Seventeen Ltd., as part of the ownership transfer process.
The Company has allocated total funds of USD 26,930,000, consisting of:
a. Vessel Purchase Price: USD 24,500,000.
b. Reserve (Buffer) for Items on Board: USD 1,500,000
c. Mobilization Fund: USD 930,000.
The funding for this purchase is sourced from a combination of:
a. Remaining IPO proceeds amounting to IDR 123,826,438,979 (as stated in the Report on the Use of Proceeds from
the Public Offering as of June 30, 2025); and
b. Internal funds amounting to IDR 282,259,836,021.
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Mangkuluhur City Tower One 26th Floor
Jl. Jendral Gatot Subroto Kav. 1-3 Jakarta 12930
Indonesia
Phone : (62-21) 509 33163
Website : www.gtsi.co.id
5. Estimated Impact of the Vessel Purchase on the Company’s Revenue and Expenses
The Vessel purchase aligns with the Company’s growth and business development strategy as a shipping company. This
acquisition is expected to increase market share, boost revenue and net profit, and contribute positively to the Company’s
consolidated financial performance going forward, thereby enhancing value for the Company and all its stakeholders.
The Company believes that this Transaction will not have a significant negative impact on its financial performance. This
is because part of the funding comes from IPO proceeds already allocated for this purpose, and the Company has carefully
assessed the potential revenue from the Vessel’s operation.
For the purchase, the Company allocated USD 26,930,000, with the Vessel’s asset value at USD 24,500,000.
As a result, the Company’s total assets are not expected to materially increase or decrease, since the purchase of this
fixed asset (the Vessel) was funded through existing cash in bank.
6. Pro Forma Financial Position After the Vessel Purchase
Based on the Audited Consolidated Financial Statements of the Company as of December 31, 2024, the Company’s total
assets were USD 112,883,146 and total equity was USD 66,349,352.
Financial Statement
Last updated per 31st December 2024
Statement Period
(in USD)
December 31st, 2024
Description
Before Purchase Impact After Purchase
Total Asset 112,883,146 - 112,883,146
Non-Current Assets 75,759,394 26,930,000 102,689,394
Total Equity 66,349,352 - 66,349,352
Total Liabilities 46,533,794 - 46,533,794
Long Term Liabilities 31,455,915 - 31,455,915
Return Earning 7,543,658 - 7,543,658
Return on Asset (ROA) 6,68% - 6,68%
Return on Equity (ROE) 11,37% - 11,37%
The following is a summary of the impact of the proposed Transaction on the Company’s financial position, based
on the Company’s Consolidated Audited Financial Statements as of December 31, 2024:
1. The pro forma non-current assets increased by 35.55% from USD 75,759,394 to USD 102,689,394 due to
the assumed addition of fixed assets in connection with the Vessel purchase. Overall, the Company’s total
pro forma assets after the Transaction did not experience any increase or decrease.
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Mangkuluhur City Tower One 26th Floor
Jl. Jendral Gatot Subroto Kav. 1-3 Jakarta 12930
Indonesia
Phone : (62-21) 509 33163
Website : www.gtsi.co.id
2. The pro forma long-term liabilities and total equity of the Company after the Transaction also did not
experience any increase or decrease. This is because the Transaction was entirely financed using cash from
the Bank.
7. Estimated Schedule for the Completion of the Vessel Purchase Transaction
The process of acquiring the Vessel and registering it under the flag of the Republic of Indonesia is estimated to
be completed within 1 (one) month from the date of signing the sale and purchase agreement.
8. Method of Transaction
The purchase of the Vessel was conducted through a Direct Purchase arrangement with GAS–Seventeen Ltd.,
based in Bermuda.
9. Management Discussion and Analysis of the Vessel Purchase Impact
This acquisition aims to enhance efficiency and modernize the Company’s LNG carrier fleet. It also supports the
Company’s effort to diversify its operations within the integrated energy sector, particularly in relation to the
conversion of the vessel “Ekaputra” into an FSRU, as part of the Company’s fleet rejuvenation program, thereby
strengthening its position in the LNG supply chain.
Management believes that this acquisition will provide significant benefits to the Company, including greater
competitiveness, operational cost optimization, and positive contribution to sustainable energy transition.
The Transaction does not change the Company’s principal business activities as defined under POJK 17/2020.
SUMMARY OF THE APPRAISAL REPORT
Public Appraisal Firm Budi, Edy, Saptono & Partners holds a business license from the Minister of Finance of the
Republic of Indonesia under License No. 2.09.0033 (Decree No. 402/KM.1/2009 dated April 22, 2009) and is
registered with the OJK as a supporting capital market profession.
Identity of the Appraiser
KANTOR JASA PENILAI PUBLIK BUDI, EDY, SAPTONO & REKAN
Business License No.: 2.003-02
Wisma Bayuadji Lt. 4, Ruang C.01, Jl. Gandaria Tengah III No 44, Kebayoran Baru, Jakarta 12130
www.kjpp-best.co.id
The Company appointed the Appraiser under Proposal No. 01127/JIB-BEST/Prop-PA/IX/2025 dated September
18, 2025 to provide a Market Value Opinion for the LNG carrier Methane Jane Elizabeth.
The independent appraiser has no affiliation with either the Company or the seller.
Valuation Summary
The appraised object is one (1) unit Liquified Gas Carrier “Methane Jane Elizabeth”, owned by GasLog Partners
LP.
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Mangkuluhur City Tower One 26th Floor
Jl. Jendral Gatot Subroto Kav. 1-3 Jakarta 12930
Indonesia
Phone : (62-21) 509 33163
Website : www.gtsi.co.id
a. Identity of the Parties
PT GTS Internasional Tbk. as the buyer and GasLog Partners LP as the seller of the Liquefied Gas Carrier
vessel “Methane Jane Elizabeth”.
b. Object of Valuation
Liquefied Gas Carrier vessel “Methane Jane Elizabeth” 78,984.3 DWT (Summer).
c. Purpose of Valuation
To provide an opinion on the Market Value of the planned acquisition of the Liquefied Gas Carrier vessel
“Methane Jane Elizabeth”, for the purpose of public disclosure.
d. Assumptions and Limiting Conditions
• This Valuation Report is a non-disclaimer opinion;
• The valuation has been conducted by reviewing the documents used in the valuation process;
• All data and market information were obtained from or validated by the Indonesian Society of
Appraisers (MAPPI);
• The appraiser used financial projections that have been adjusted to reflect the reasonableness of
management’s projections in accordance with their ability to achieve them (fiduciary duty);
• We are responsible for the implementation of the valuation and the reasonableness of the financial
projections;
• This Valuation Report is open to the public unless it contains confidential information that may affect
the Company’s operations;
• We are responsible for this Valuation Report and its final value conclusions; and
• We have reviewed the legal status of the valuation object.
e. Valuation Approach and Methodology
The valuation approaches used in this appraisal are the Market Approach and the Income Approach.
f. Value Conclusion
The LNG Carrier vessel “Methane Jane Elizabeth” is classified as an income-producing property. The
expected profit (principle of anticipation) to be gained from this investment property, as well as the
consideration of reproduction costs for constructing a new vessel of similar type—which would be very
expensive—also reflect current market conditions for such assets. Therefore, we applied a reconciliation
weighting of 70% (Market Approach) and 30% (Income Approach). Based on the valuation results using
both the market and income approaches, we conclude that the Market Value of the LNG Carrier vessel
“Methane Jane Elizabeth” as of September 26, 2025, is as follows:
Market Value:
IDR 446.340.000.000,-
(Four Hundred Forty-Six Billion Three Hundred Forty Million Rupiah)
Equivalent to
USD 26,644,000
(Twenty-Six Million Six Hundred Forty-Four Thousand United States Dollars)
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Mangkuluhur City Tower One 26th Floor
Jl. Jendral Gatot Subroto Kav. 1-3 Jakarta 12930
Indonesia
Phone : (62-21) 509 33163
Website : www.gtsi.co.id
The detailed reconciliation calculation is as follows:
Reconciliation of Market Value – LNG Carrier “Methane Jane Elizabeth”
Description Weight Market Value (USD)
Market Approach 25,940,241 70,0% 18,158,169
Income Approach 28,286,385 30,0% 8,485,915
Total 100,00% 26,644,084
Reconciled, Rounded (USD) 26,644,000
Reconciled, Rounded (Rp) 446.340.000.000
STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE
COMPANY
1. The Board of Directors and the Board of Commissioners of the Company hereby declare that this Information
Disclosure is complete and complies with the provisions of POJK 17/2020.
2. The Board of Directors and the Board of Commissioners of the Company, both individually and collectively,
are fully responsible 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 may cause the information in this Information Disclosure to be inaccurate and/or
misleading.
3. The Board of Directors and the Board of Commissioners of the Company declare that this Transaction does
not constitute an affiliated transaction as referred to in the Financial Services Authority Regulation No.
42/POJK.02/2020 concerning Affiliated Transactions and Conflict of Interest Transactions.
4. The Board of Directors and the Board of Commissioners of the Company declare that this Transaction does
not contain any conflict of interest as referred to in the Financial Services Authority Regulation No.
42/POJK.02/2020 concerning Affiliated Transactions and Conflict of Interest Transactions.
ADDITIONAL INFORMATION
Should the Company’s shareholders require further information or have inquiries regarding this Disclosure of
Information, they may contact the Company during business hours (09:00–17:00 WIB) at the following address:
PT GTS Internasional Tbk.
Mangkuluhur City Tower Office One, 26th Floor,
Jl. Jend. Gatot Subroto Kav. 1-3, Jakarta 12930
Phone: 02150933163
Website: www.gtsi.co.id
Email: corpsec@gtsi.co.id
Jakarta, October 16th 2025
Respectfully yours,
The Board of Directors
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GAS–Seventeen
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Seventeen Ltd.
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Saptono & Rekan
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Financial Services Authority
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Arry Supratno
· Notaris
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Minister of Law and Human Rights
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Koperasi Karyawan Bhakti Samudera
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Saptono & Partners
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Minister of Finance
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