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20250811_KMTR_Transaksi Material Tanpa Persetujuan RUPS_31932045_lamp1.pdf
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Letter/Announcement No : 037/KMG-Corsec/VIII/2025 August 11, 2025
Attachment : -
Subject : Disclosure on Material Transaction
To:
1. The Board of Commissioners of Otoritas Jasa Keuangan
Attn: Chief Executive Functioning as Capital Markets
Gedung Sumitro Djojohadikusumo
Kompleks Perkantoran Kementerian Keuangan Republik Indonesia
Jalan Lapangan Banteng Timur Nomor 2-4
Jakarta, Indonesia.
2. Director of Listing PT Bursa Efek Indonesia
Indonesia Stock Exchange Building
Jl. Jend. Sudirman, Kav. 52-53
Jakarta, Indonesia.
Dear Sir/Madam,
In compliance with the provisions of the Otoritas Jasa Keuangan Regulation No. 17/POJK.04/2020 concerning Material
Transactions and Alteration of Business Activities ("POJK 17"), we, on behalf of PT Kirana Megatara Tbk (the “Company”),
hereby submit the Disclosure on Material Transactions as follows:
Name of Issuer or Public Company : PT Kirana Megatara Tbk
Business Activites : Industrial, plantation, and trading activities
Telephone : (021) 5794-7988
Facsimile : (021) 5794-7999
Email : corporate@kiranamegatara.com
Date of Material Transaction : August 8, 2025
Object of the Material Transaction : The provision of a joint corporate guarantee in relation to the proposed
syndicated loan facility to be received by the Company's subsidiaries.
Parties to the Material Transaction : The Company jointly with its subsidiaries, namely:
1. PT Djambi Waras;
2. PT Pantja Surya;
3. PT Nusira;
4. PT New Kalbar Processors;
5. PT Tirta Sari Surya;
6. PT Kirana Sapta;
7. PT Kirana Musi Persada;
8. PT Kirana Windu;
9. PT Kirana Permata;
10. PT Komering Jaya Perdana;
11. PT Anugrah Bungo Lestari;
12. PT Karini Utama;
13. PT Bintang Agung Persada.
Transaction Value and Details : The Joint Corporate Guarantee is provided in connection with a banking
facilities (syndicated loans) received by the Company’s subsidiaries (as
borrowers) from the following financial institutions:
1. COÖPERATIEVE RABOBANK U.A., SINGAPORE BRANCH;
2. PT BANK OCBC NISP TBK;
PT KIRANA MEGATARA Tbk Halaman 1 dari total 4 halaman
Gedung The East 21st Floor, Jl. Dr. Ide Anak Agung Gde Agung, Page 1 of total 4 page
Kav. E3.2 No. 1, Jakarta 12950 – Indonesia
T. +62 21 5794 7988 F. + 62 21 5794 7999
www.kiranamegatara.com
Page 2
3. PT BANK CIMB NIAGA TBK;
4. PT BANK DBS INDONESIA;
5. PT BANK HSBC INDONESIA;
6. PT BANK PERMATA TBK,
(collectively referred to as the “Lenders”), under a Facility Agreement
amounting to US$250,000,000.
The issuance of the Joint Corporate Guarantee constitutes a material
transaction under POJK 17, as the transaction value exceeds 20% of the
Company’s equity based on its 2024 Annual Financial Statements.
However, in accordance with Article 11 (c) of POJK 17, the provision of
such guarantee to banks is exempted from the requirements to
appoint an independent appraiser and to obtain prior approval from
the General Meeting of Shareholders.
Explanation, consideration, and reasons : Referring to the Disclosure on Material Transaction No. 032/KMG-
for conducting Material Transactions and Corsec/VII/2025 dated 17 July 2025 (“17 July 2025 Material Transaction
the impact of such transactions on the Report”) previously published by the Company, the Company hereby
Company's financial condition informs that the Company has executed a Joint Corporate Guarantee
for Facility B together with its subsidiaries (as further described in the
17 July 2025 Material Transaction) as of the Material Transaction Date.
However, Facility B has not yet become effective, as certain conditions
precedent under the relevant loan agreement remain outstanding.
As previously disclosed, the Company is not acting as a borrower under
this syndicated loan facility, and there are no tangible assets owned by
the Company pledged in connection with this facility.
The provision of the Joint Corporate Guarantee is a prerequisite
required by the Lenders under the US$250,000,000 Facility Agreement
entered into between the Company’s subsidiaries and the Lenders. This
loan facility will be utilized by the subsidiaries (once effective) for
several purposes, namely to refinance Facility A, to fund
subsidiaries’ working capital requirements (including the purchase of
the
raw rubber materials), and to finance accounts receivable.
Based on the Company’s review, the granting of this joint corporate
guarantee does not have any material impact on the Company’s
financial condition.
Terms of the Guarantee : The guarantee terms as stipulated under the two banking facilities
above contain provisions that are generally applied in the context of
syndicated loan facilities in the banking industry. The Company will
ensure that such guarantee terms do not contain any restrictions that
may be detrimental to public shareholders or that are inconsistent with
any agreements entered into by the Company. The Company has also
ensured that the issuance of the Joint Corporate Guarantee is carried
out in accordance with the provisions of its Articles of Association and
all applicable laws and regulations.
PT KIRANA MEGATARA Tbk Halaman 2 dari total 4 halaman
Gedung The East 21st Floor, Jl. Dr. Ide Anak Agung Gde Agung, Page 2 of total 4 page
Kav. E3.2 No. 1, Jakarta 12950 – Indonesia
T. +62 21 5794 7988 F. + 62 21 5794 7999
www.kiranamegatara.com
Page 3
Potential Risks in the Event the Guarantee : The Company hereby reiterates that, in addition to the Joint Corporate
is Enforced Against the Company Guarantee provided by the Company, the Company’s subsidiaries
acting as borrowers under the two banking facilities have also secured
their receivables, inventories, and fixed assets as collateral.
Therefore, the guarantee provided by the Company under the Joint
Corporate Guarantee, which serves as an additional guarantee, does
not constitute a proprietary security interest over assets, and does not
specify any fixed amount or percentage of assets. Furthermore,
enforcement of this guarantee will only occur after prior execution and
realization of all asset-based security provided by the subsidiaries
acting as borrowers and guarantors.
Therefore, the liability of the Company together with its subsidiaries as
guarantors under the Joint Corporate Guarantee will arise ONLY in the
event of a payment default or breach by the borrowers, and such
enforcement will be subject to a written demand by the Lenders
following the issuance of a notice of default by the Lenders.
Information on the Address, Telephone : Address:
Number, and Email Contactable by Company Head Office
Shareholders to Obtain Information Gedung The East Lantai 21,
Regarding the Material Transaction Jl. Dr. Ide Anak Agung Gde Agung (Lingkar Mega Kuningan),
Kav. E.3.2 No. 1, Jakarta 12950 – Indonesia
Telephone:
021-5794-7988
Email:
corporate@kiranamegatara.com
Statement of the Board of Directors : The Board of Directors of the Company states that this Material
Transaction also constitutes an affiliated transaction as referred to
under the Financial Services Authority Regulation No. 42/POJK.04/2020
on Affiliated Transactions and Conflict of Interest Transactions (“POJK
42”), as the provision of the Joint Corporate Guarantee is made for the
benefit of the Company’s subsidiaries, which are entities controlled by
the Company. However, since the provision of the Joint Corporate
Guarantee by the Company also qualifies as a material transaction, in
accordance with POJK 42, the Company is only required to comply with
the provisions applicable to material transactions as stipulated under
POJK 17.
Statement of the Board of Commissioners : The Board of Commissioners and the Board of Directors of the
and the Board of Directors Company hereby declare that:
1. This Material Transaction does not contain any conflict of interest
as referred to under POJK 42; and
2. All material information has been fully disclosed and such
information is not false or misleading in any respect.
[The remaining of this page is intentionally left blank]
PT KIRANA MEGATARA Tbk Halaman 3 dari total 4 halaman
Gedung The East 21st Floor, Jl. Dr. Ide Anak Agung Gde Agung, Page 3 of total 4 page
Kav. E3.2 No. 1, Jakarta 12950 – Indonesia
T. +62 21 5794 7988 F. + 62 21 5794 7999
www.kiranamegatara.com
Page 4
Thus we convey the above information and explanation. Thank you for your attention and cooperation.
Yours faithfully,
PT Kirana Megatara Tbk
Ferry Sidik
Corporate Secretary
PT KIRANA MEGATARA Tbk Halaman 4 dari total 4 halaman
Gedung The East 21st Floor, Jl. Dr. Ide Anak Agung Gde Agung, Page 4 of total 4 page
Kav. E3.2 No. 1, Jakarta 12950 – Indonesia
T. +62 21 5794 7988 F. + 62 21 5794 7999
www.kiranamegatara.com
Names mentioned 27 people and organisations named in the text · linked when the evidence is strong
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Kementerian Keuangan Republik Indonesia
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PT Bursa Efek Indonesia Indonesia Stock Exchange Building
p.1
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Indonesia Stock Exchange
p.1
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PT Pantja Surya
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PT New Kalbar Processors
p.1
unresolved
org
PT Tirta Sari Surya
p.1
unresolved
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PT Kirana Sapta
p.1
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org
PT Kirana Musi Persada
p.1
unresolved
org
PT Kirana Windu
p.1
unresolved
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PT Kirana Permata
p.1
unresolved
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PT Komering Jaya Perdana
p.1
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PT Anugrah Bungo Lestari
p.1
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PT Karini Utama
p.1
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PT Bintang Agung Persada. Transaction
p.1
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person
Dr. Ide Anak Agung Gde Agung
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Financial Services Authority
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