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20251003_CDIA_Laporan Informasi dan Fakta Material_31954397_lamp1.pdf
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DISCLOSURE OF INFORMATION OF
PT CHANDRA DAYA INVESTASI TBK
This Disclosure of Information is prepared in order to fulfill the requirements of Regulation of
the Financial Services Authority of the Republic of Indonesia (“OJK”) Number
42/POJK.04/2020 on Affiliated Transaction and Transaction of Conflict of Interest (“POJK
42/2020”).
PT Chandra Daya Investasi Tbk
(the “Company”)
Line of Business:
Holding Company
Management Consultation
Head Office:
Wisma Barito Pacific Tower A, 5th Floor
Jl. Letjen S. Parman Kav. 62-63, Jakarta 11410
Telephone: (021) 530 7950
Faximile: (021) 530 8930
E-mail: corporatesecretary.cdi@capcx.com
Website: https://chandradaya-investasi.com/
Subject: Disclosure of Information on the Affiliated Transaction in connection with the
Loan Agreement between the Company and PT Redeco Petrolin Utama
This Disclosure of Information is published in Jakarta on 3 October 2025
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BACKGROUND
On 1 October 2025, the Company and PT Redeco Petrolin Utama (“PT RPU”), an entity
engaged in the business of terminal and storage of oil and chemical products, entered into a
loan agreement (the “Loan Agreement”).
The Loan Agreement was executed to realize the financing plan in line with the growing
business activities of PT RPU. Pursuant to the Loan Agreement, it was agreed that the
Company will provide a loan facility to PT RPU to support its day-to-day business activities,
including but not limited to the financing of PT RPU’s projects. In addition, PT RPU may utilize
financing facilities under more flexible terms compared to conventional financing. This
Transaction also enables a faster and more efficient process, without additional administrative
requirements that are generally applicable to financing through third parties.
Hereinafer, the loan transaction as referred to above shall be referred to as the “Transaction”.
This Transaction constitutes an affiliated transaction as referred to in POJK 42/2020 due to
the affiliate relationship between the Company and PT RPU in terms of ownership and control
over PT RPU, as further described in this Disclosure of Information.
This Disclosure of Information is prepared to comply with the provisions stipulated in Article
22 of POJK 42/2020, in which if the Affiliated Transaction is carried out by the Controlled
Company that is not a Public Company (as referred to in POJK 42/2020) but its financial
statements are consolidated with a Public Company, then the Public Company is required to
carry out the procedures as stipulated in POJK 42/2020.
This Transaction has gone through the procedures as stipulated in Article 3 of POJK 42/2020
and has been executed in accordance with the generally accepted business practices.
In accordance with the provisions of Article 4 paragraph 1 of POJK 42/2020, the disclosure of
information to the public regarding the Affiliated Transaction and submission of its supporting
documents to the OJK must be submitted by the Public Company to the public no later than 2
(two) working days after the Affiliated Transaction is conducted and shall engage with an
Appraiser to determine the fair value and/or fairness of the Affiliated Transaction, in which said
fairness transaction must be announced to the public. The Appraisal Report used is the report
issued by Ihot Dollar & Raymond (“IDR”) Public Appraisal Firm (“KJPP”) with report Number
00012/2.0110-01/BS/02/0426/1/X/2025 dated 01 October 2025 (“Fairness Opinion Report”).
This Transaction is not (i) a Conflict-of-Interest Transaction, (ii) a Material Transaction as
referred to in OJK Regulation Number 17/POJK.04/2020 on Material Transactions and
Change of Business Activities, and (iii) a transaction that may disrupt the continuity of the
Company’s business, and therefore does not require prior approval from the Company’s
independent shareholder in a general meeting meeting of shareholders as regulated in POJK
42/2020.
In carrying out this Transaction, the Company complies with the provisions of the prevailing
laws and regulation, including but not limited to the regulations in the Capital Market sector
and other regulations including Law Number 40 of 2007 on Limited Liability Companies as
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lastly amended by Government Regulation in lieu of Law Number 2 of 2022 on Job Creation
as ratified by Law Number 6 of 2023.
INFORMATION ON THE TRANSACTION
A. Description of the Transaction
i. Transaction Date
1 October 2025
ii. Transaction Object and Transaction Value
The object of the Transaction is the provision of a loan facility by the Company to
PT RPU with a maximum value of Rp11,000,000,000.00 (eleven billion Rupiah) at
an interest rate of 8.1% (eight point one percent) per annum, payable on the 24th
day of each month, with a loan term of up to 36 (thirty-six) months from 1 October
2025 and extendable.
iii. Names of the Parties involved in the Transaction
1. The Company
a. General Information
The Company was established in Indonesia based on Deed of
Establishment Number 26 dated 8 February 2023, made before Jose
Dima Satria, S.H., M.Kn., a Notary in Jakarta, that has obtained
approval from the Minister of Law and Human Rights of the Republic
of Indonesia based on Decree Number AHU-
0011651.AH.01.01.TAHUN 2023 dated 13 February 2023.
The Company has amended its articles of association several times.
The latest amendment to the Articles of Association are contained in
the Deed of Restatement of Shareholders’ Resolution on Amendment
to the Articles of Association of the Company Number 83 dated 15 July
2025, drawn up before Jose Dima Satria, S.H., M.Kn., a Notary in
Jakarta, which has been notified to the MOL based on Notification
Receipt of Amendment to the Articles of Association Number AHU-
AH.01.03-0187701 dated 17 July 2025 (“Company’s Articles of
Association”).
Furthermore, the latest change in the composition of the Board of
Directors (“BOD”) and Board of Commissioners (“BOC”) of the
Company is contained in Deed of Statement of Shareholders’
Resolution of the Company Number 78 dated March 14, 2025, drawn
up before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, which has
been notified to the Minister of Law and Human Rights based on
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Notification Receipt of Amendment to the Articles of Association
Number AHU-AH.01.03-0080705 and Notification Receipt of
Amendment to Company Data Number AHU-AH.01.09-0146825, both
dated March 17, 2025 (“Deed No. 78/2025”).
b. Business Activities
Based on the Company’s Articles of Association, the Company
engages in the activities of holding company and management
consultation.
In addition, to achieve the above business activities, the Company may
also carry out the following supporting business activities:
(i) Conducting business, either directly or indirectly through
operational cooperation, investment or divestment of capital in
connection with the main business activities of the Company,
including conducting joint ventures with other parties.
(ii) Providing loan facilities, funding, financing and/or other facilities
in any form (including but not limited to letters of credit, bank
guarantee and other facilities that generally provided between
companies) to its subsidiaries for the purposes of the main
business activities of the Company and/or its subsidiaries.
(iii) Providing guarantees, either material or personal (including
guarantees) to its subsidiaries in connection with loan facilities
that are being carried out for the purposes of the main business
activities of the Company and/or its subsidiaries.
(iv) Purchasing, selling or transferring securities or marketable
securities issued by its subsidiaries for the purposes of the main
business activities of the Company and/or its subsidiaries.
(v) Providing funding and/or financing required by other companies
in order to implement the share participation in the said company
or company group or within the framework of investment in other
assets in the said company or company group.
c. Management Structure
Based on Deed No. 78/2025, the latest composition of the BOC and
BOD of the Company is as follows:
BOC
President Commissioner* : Erry Riyana Hardjapamekas
Commissioner* : Ade Supandi, SE
Commissioner : Erwin Ciputra
Commissioner : Andre Khor Kah Hin
Commissioner : Prasit Laohawirapap
Commissioner : Thawat Hirancharukorn
*) Also acting as an Independent Commissioner
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BOD
President Director : Fransiskus Ruly Aryawan
Director : Jonathan Kandinata
Director : Saksit Suntharekanon
Director : Agus Lukmanul Hakim
Director : Merly
d. Capital Structure and Shareholding Composition
The Company’s capital structure and shareholding composition on the
date of this Disclosure of Information is issued are as follows:
(i) Authorized Capital of the Company: Rp20,000,000,000,000.00.
(ii) Issued Capital of the Company: Rp12,482,937,470,000.00.
(iii) Paid-Up Capital of the Company: Rp12,482,937,470,000.00.
The Company’s authorized capital is divided into 200,000,000,000
(two hundred billion) shares, each with par value of Rp100 (one
hundred) per share.
The shareholding composition of the Company based on the
Shareholder Register as of 31 August 2025 are as follows:
NOMINAL AMOUNT
NO. SHAREHOLDERS NAME NUMBER OF SHARES %
(IDR)
PT Chandra Asri Pacific
1. 7,489,762,080,000 74,897,620,800 60
Tbk
2. Phoenix Power B.V. 3,744,881,640,000 37,448,816,400 30
3. Public 1.248,293,750,000 12,482,937,500 10
Total 12,482,937,470,000 124,829,374,700 100
2. PT RPU as a Controlled Entity of the Company
a. General Information
PT RPU was established in Indonesia based on Deed of
Establishment Number 96 dated 29 November 1980, drawn up before
Rade Sudibi Djojopranoto, S.H., a Notary in Jakarta, as amended by
(i) Deed of Amendment Number 37 dated 13 October 1982 and (ii)
Deed of Amendment Number 7 dated 6 January 1983, both drawn up
before Liliani Handajawati Tamzil, S.H., a Notary in Jakarta. The deed
of establishment and its amendments have been approved by the
Minister of Justice of the Republic of Indonesia (as amended from time
to time) pursuant to Decree Number C2-5303HT01.01TH83 dated 30
July 1983, recorded in the register book at the Central Jakarta District
Court on 10 August 1983 under Number 3374/1983, and published in
the State Gazette of the Republic of Indonesia Number 78 dated 30
September 1983, Supplement Number 882.
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As of the date of this Disclosure of Information, PT RPU has amended
its articles of association several times. The latest articles of
association of PT CSI are contained in Deed of Restatement of
Shareholders’ Resolution of PT RPU Number 16 dated 3 July 2025,
drawn up before Jose Dima Satria, S.H., M.Kn., a Notary in Jakarta,
which has been norified to the MOL based on Notification Receipt of
Amendment to the Articles of Association of PT RPU dated AHU-
AH.01.03-0180300 and Notification Receipt of Amendment to the
Company Data of PT RPU dated AHU-AH.01.09-0308954, both dated
9 July 2024 (“Deed No. 16/2025”).
In addition, PT RPU has also make amendment to its BOD and BOC
compositions several times. the latest composition of the BOD and
BOC of PT CSI is contained in Deed No. 16/2025.
b. Business Activities
PT RPU engages in the business of wholesale trade, excluding motor
vehicles and motorcycles, as well as warehousing and transportation
support activities.
In addition, to achieve the above business activities, the Company may
carry out the following activities:
(i) Wholesale trade of chemical materials and products; and
(ii) Warehousing and storage.
c. Management Structure
The management structure of PT RPU is as follows:
BOC
President Commissioner : Kho Cing Siong
Commissioner : Pholavit Thiebpattama
BOD
President Director : Lingga Widastri
Director : Alexander Ronny Moniaga
Director : Salikim
Director : Paulus Iwan Setiawan
d. Capital Structure and Shareholding Compositions
The capital structure and shareholding composition of PT RPU as of
the issuance date of this Disclosure of Information are as follows:
(i) Authorized Capital of PT RPU: Rp12,000,000,000.00
(ii) Issued Capital of PT RPU: Rp10,026,000,000.00
(iii) Paid-up Capital of PT RPU: Rp10,026,000,000.00
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The Authorized Capital of PT RPU is divided into 24,000 (twenty-four
thousand) shares, with a nominal value of Rp500,000.00 (five hundred
thousand Rupiah) per share.
The shareholding composition of PT RPU is as follows:
NOMINAL AMOUNT NUMBER OF
NO. SHAREHOLDER NAME %
(RP) SHARES
1. The Company 5,088,000,000 10,176 50.75
PT Salim Chemicals
2. 3,308,500,000 6,617 33.00
Corpora
3. Leisuretivity Pte. Ltd. 1,629,500,000 3,259 16.25
Total 10,026,000,000 20,052 100.00
iv. Nature of the Affiliated Relationship of the Parties Involved in the
Transaction
Affiliated relationship in terms of ownership and control of the company after the
transaction
This Transaction falls within the criterial of an Affiliated Transaction as referred to
under POJK No. 42/2020, as the affiliation arises from the fact that PT RPU is a
controlled entity of the Company, in which the Company has direct control over PT
RPU.
SUMMARY OF THE APPRAISER REPORT
The Company has appointed IDR as the Independent Appraiser to provide a fairness opinion
on the Transaction, with the cut-off date as of 30 June 2025.
The following is a summary of the fairness opinion report on the Transaction as set out in
Report Number 00012/2.0110-01/BS/02/0426/1/X/2025 dated 01 October 2025.
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A. Parties to the Transaction
The Parties involved in the Transaction are the Company and PT RPU.
B. Transaction Object in the Fairness Opinion Report
The transaction object in the Fairness Opinion Report on the Transaction is the provision
of a loan facility by the Company to PT RPU with a maximum value of
Rp11,000,000,000.00 (eleven billion Rupiah) at an interest rate of 8.1% (eight point one
percent) per annum, payable on the 24th day of each month, with a loan term of up to
36 (thirty-six) months from 1 October 2025 and extendable.
C. Purpose of the Appraisal
The purpose of providing this Fairness Opinion is to present an opinion regarding the
fairness of the Proposed Transaction. In conducting the analysis of the Transaction, IDR
considered both qualitative and quantitative aspects as well as the impact on the
Company, including potential financial risks.
D. Assumptions and Limiting Conditions
In preparing the Fairness Opinion on the Transaction, IDR as the Appraiser applied
several assumptions and limiting conditions, among others as follows:
1. This Fairness Opinion Report is a non-disclaimer opinion.
2. The Appraiser has reviewed the documents used in the valuation process.
3. Data and information obtained are from sources considered reliable in terms of
accuracy.
4. The Appraiser used adjusted financial projections that reflect the reasonableness
of the financial projections prepared by the Company’s management with respect
to their achievability (fiduciary duty).
5. The Appraiser is responsible for the conduct of the valuation and the fairness of
the adjusted financial projections.
6. This Fairness Opinion Report is open to the public unless there is confidential
information that may affect the operations of the Company.
7. The Appraiser is responsible for this Fairness Opinion Report and the final value
conclusion.
8. The Appraiser has obtained information on the legal status of the valuation object
from the Company.
E. Approach and Method of Fairness Valuation of the Transaction
In evaluating the Fairness Opinion on this Transaction, IDR has conducted analysis
using approaches and methods of Fairness Appraisal of the Transaction covering the
following:
1. Analysis on the Transaction;
2. Qualitative and Quantitative Analysis of the Transaction; and
3. Analysis of the Fairness of the Transaction.
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F. Analysis of the Fairness of the Transaction Value
The following is a summary of the analysis of the Fairness of the Transaction Value:
1. Analysis of the Fairness of the Interest Rate
The analysis of the fairness of the interest rate was conducted by comparing the
interest rate applied with that of comparable loan interest rates with the same
denomination.
In relation to the Transaction, IDR has reviewed the calculation of the interest
charges from the Company to PT RPU. The loan facility principal amount is a
maximum of Rp11,000,000,000.00 (eleven billion Rupiah) with an interest rate of
8.1% (eight point one percent) per annum and a term of 84 (eighty-four) months
and extendable, which is fair as it remains within the prevailing market interest rate
range of 4.50% (four point five percent) to 8.42% (eight point four two percent) per
annum.
2. Analysis of the Pro Forma Position of the Overall Transaction
The fairness analysis of the overall Transaction was conducted by comparing the
Company’s pro forma financial statements before and after the implementation of
the Transaction.
Based on the analysis of the Pro Forma Statement of Financial Position as well as
the Consolidated Statement of Profit or Loss and Other Comprehensive Income
of the Company for the six-month period ended 30 June 2025, it is evident that the
implementation of the Transaction does not have an impact on the financial
position or the consolidated comprehensive profit or loss of the Company. This is
due to the loan from the Company to PT RPU being recorded as related-party
payables and receivables accounts, which will be eliminated and therefore will not
impact the Company’s Consolidated Financial Statements. Nevertheless, the
improvement in the Company’s performance as a result of the implementation of
the Transaction will be reflected in the Company’s projected performance, which
remains positive.
3. Incremental and Profitability Analysis
The fairness analysis of the overall Transaction was conducted on the Company’s
ability to generate better profits by comparing the Company’s financial projections
(potential economic benefits) in scenarios without the Transaction and with the
Transaction. Such growth can be achieved under the assumption that all of the
Company’s businesses have good prospects. Based on the results of the
profitability and incremental analysis of the overall Transaction, it can be seen that
the Transaction carried out by the Company and PT RPU has good prospects and
profitability.
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G. Conclusion
Based on the considerations of transaction analysis, qualitative and quantitative
analysis, analysis of the fairness of the transaction value, and other relevant factors in
providing the Fairness Opinion on Transaction, IDR is of the opinion that the Transaction
is fair.
STATEMENTS OF THE BOD AND THE BOC
1. The BOD the Company declares that this Transaction has undergone adequate
procedures and ensures that the Transaction is carried out in accordance with generally
accepted business practices, namely procedures that compare the terms and conditions
of equivalent transactions with unrelated parties and conducted on an arm’s-length
basis.
2. The information disclosed in this Disclosure of Information is complete and in
accordance with the provisions of POJK 42/2020.
3. The Transaction has been carried out in accordance with the procedures for affiliated
party transactions implemented by the Company as stipulated under POJK 42/2020.
4. The Transaction does not constitute a conflict of interest transaction as referred to in
POJK 42/2020.
5. The Transaction does not constitute a material transaction as defined under OJK
Regulation Number 17/POJK.04/2020 on Material Transactions and Changes in
Business Activities.
6. The BOC and BOD of the Company hereby declare that all material information or facts
relating to the Transaction contained in the Disclosure of Information have been fully
disclosed, and that such information does not contain any false or misleading facts.
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ADDITIONAL INFORMATION
For further information regarding the above matters, the stakeholder can contact the Company
through one of the following communication media during business hours.
Head Office
Wisma Barito Pacific Tower A, 5th Floor
Jl. Let. Jend. S. Parman Kav-62-63, Jakarta 11410
Telp: (62-21) 530 7950
Fax: (62-21) 530 8930
E-mail: corporatesecretary.cdi@capcx.com
U.P.: Corporate Secretary
Thus, the Disclosure of Information that we can convey. We thank you for your attention and
cooperation.
Yours faithfully,
PT Chandra Daya Investasi Tbk
Merly
Director
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Names mentioned 29 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT Redeco Petrolin Utama This Disclosure
p.1
unresolved
org
PT Redeco Petrolin Utama
p.2
unresolved
org
PT RPU
p.2 ×26
unresolved
org
PT RPU. Pursuant
p.2
unresolved
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PT RPU’s
p.2
unresolved
person
Jose Dima Satria
· Notaris
p.3 ×7
unresolved
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Minister of Law and Human Rights
p.3 ×2
unresolved
—
Erry Riyana Hardjapamek
· Commissioner
p.4
unresolved
person
Ade Supandi
p.4
unresolved
person
Rade Sudibi Djojopranoto
· Notaris
p.5
unresolved
person
Liliani Handajawati Tamzil
· Notaris
p.5
unresolved
org
Minister of Justice
p.5
unresolved
org
Central Jakarta District Court
p.5
unresolved
org
PT CSI
p.6 ×2
unresolved
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Leisuretivity Pte. Ltd.
p.7
unresolved
org
PT RPU. SUMMARY OF THE APPRAISER
p.7
unresolved
org
PT RPU. B.
p.8
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12 Sep 2026 22:35
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