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20260721_BREN_Laporan Informasi dan Fakta Material_32113731_lamp3.pdf
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Page 1
DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PT BARITO RENEWABLES ENERGY TBK
IN ORDER TO COMPLY WITH THE FINANCIAL SERVICES AUTHORITY REGULATION NO.
17/POJK.04/2020 ON MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES
("DISCLOSURE OF INFORMATION")
PT Barito Renewables Energy Tbk
("Company")
Business Activities:
Holding Company Activities and Other Management Consulting Activities
Located in West Jakarta, Indonesia
Head Office
Wisma Barito Pacific II, 23rd Floor
Jl. Let. Gen. S. Parman Kav. 60, Jakarta, 11410
Page: www.baritorenewables.co.id
Email: corpsec@baritorenewables.co.id
THIS DISCLOSURE OF INFORMATION IS MADE AND INTENDED IN ORDER TO COMPLY WITH
FINANCIAL SERVICE AUTHORITY (OTORITAS JASA KEUANGAN, “OJK”) REGULATION NO.
17/POJK.04/2020 ON MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES ("POJK
NO. 17/2020").
THE INFORMATION AS STATED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE
READ AND TAKEN INTO CONSIDERATION BY THE COMPANY'S SHAREHOLDERS IN RELATION WITH
THE TRANSACTION IN RELATION TO OBTAINING FACILITY LOAN BY ONE OF THE COMPANY'S
SUBSIDIARIES. IF YOU HAVE DIFFICULTY IN UNDERSTANDING THE INFORMATION AS SET FORTH
IN THIS DISCLOSURE OR ARE UNDECIDED IN MAKING A DECISION, WE RECOMMEND THAT YOU
CONSULT A SECURITIES BROKER, INVESTMENT MANAGER, LEGAL ADVISOR, PUBLIC
ACCOUNTANT, OR OTHER PROFESSIONAL ADVISOR.
THE COMPANY IS RESPONSIBLE FOR THE ACCURACY OF ALL MATERIAL INFORMATION
CONTAINED IN THIS DISCLOSURE OF INFORMATION AND HAVING CONDUCTED A THOROUGH
REVIEW OF THE AVAILABLE INFORMATION IN RELATION TO THE TRANSACTION (AS DEFINED
BELOW), IT AFFIRMS THAT THE INFORMATION CONTAINED IN THIS DISCLOSURE OF
INFORMATION IS ACCURATE AND THAT THERE ARE NO RELEVANT AND MATERIAL FACTS THAT
ARE NOT DISCLOSED THAT COULD CAUSE THE INFORMATION PROVIDED IN THIS DISCLOSURE OF
INFORMATION TO BE INACCURATE AND/OR MISLEADING.
This Disclosure of Information was published in Jakarta on 21 July 2026.
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INTRODUCTION
The information as stated in this Disclosure of Information is made to comply with the Company's
obligation to announce the disclosure of information on obtaining facility loan by the Company's
controlled subsidiary ("Subsidiary"), namely Star Energy Group Holdings Pte. Ltd. ("SEGHPL") from
Bangkok Bank Public Company Limited ("Bangkok Bank") under the Facilities Agreement for up to
USD300,000,000 dated 17 July 2026 (the "USD300,000,000 Facility Agreement") (hereinafter referred
to as the "Transaction").
Pursuant to Article 11 (b) of POJK No. 17/2020, the Company is not required to appoint an appraiser
and to obtain the GMS approval in the event that the Company and/or its Subsidiary enters into a loan
transaction received directly from banks, venture capital companies, financing companies, or
infrastructure finance companies, both domestically and abroad. Thus, in connection with the
USD300,000,000 Facility Agreement, the Company is only required to announce a disclosure of
information to the public no later than 2 (two) business days after the date of such material
transaction and submit the disclosure of such information and its supporting documents to OJK.
BRIEF DESCRIPTION OF THE TRANSACTING PARTY
A. SEGHPL
1. Brief History
SEGHPL is a limited liability company incorporated under the laws of Singapore.
SEGHPL is domiciled in Singapore, with its registered office located at 9 Straits View,
#06-07, Marina One West Tower, Singapore 018937.
2. Capital Structure and Shareholding Composition
The Company holds 913,229 (nine hundred thirteen thousand two hundred and
twenty-nine) shares in SEGHPL, representing 100% (one hundred percent) of all issued
and paid-up capital of SEGHPL.
3. Business Activities
SEGHPL conducts business activities as an investment holding company.
4. Management
The latest composition of SEGHPL Board of Directors is as follows:
Board of Directors
Director : Rudy Suparman
Director : Agus Salim Pangestu
Director : Hendra Soetjipto Tan
Director : Tan Suan Swee
Director : Nancy Pangestu Tabardel
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DESCRIPTION, CONSIDERATIONS AND REASONS FOR ENTERING INTO THE MATERIAL
TRANSACTIONS AND THE IMPACT OF SUCH TRANSACTIONS ON THE COMPANY'S FINANCIAL
CONDITION
A. BACKGROUND, REASONS, AND BENEFITS OF THE TRANSACTION
SEGHPL is an investment holding company that owns and controls several operational
companies in the Company's business group located in various jurisdictions outside Indonesia,
which among others carry out business activities in the geothermal and electricity sectors. In
order to support funding needs, maintain financial flexibility, and ensure the smooth
operation and business development of the business group as a whole, the Company and
SEGHPL have signed a USD300,000,000 Facility Agreement, which consists of 2 (two) facility
commitments, namely:
1. Facility A commitment, in the amount of USD105,000,000 ("Facility A"); and
2. Facility B commitment, in the amount of USD195,000,000 ("Facility B").
Under the USD300,000,000 Facility Agreement, the purposes for which the funds are used are
as follows:
1. Facility A, the pre-construction expenses up to USD105,000,000 for the Suoh Sekincau
geothermal prospect area development project located in Sumatra ("Suoh Sekincau
Development Project"); and
2. Facility B, the construction expenses of:
a. the Suoh Sekincau Development Project up to USD105,000,000 by way of
equity injection into PT Star Energy Suoh Sekincau ("SEGSS", which is a
subsidiary of the Company); and
b. Hamiding geothermal prospect area development project located in Maluku
("Hamiding Development Project") up to USD90,000,000 by way of equity
injection into PT Star Energy Geothermal Indonesia ("SEGI", which is a
subsidiary of the Company),
provided that, to the extent that the sub-limit under paragraph (2)(a) or (2)(b) above
has not been fully utilised and the other project requires additional amount to cover
the relevant expenses, SEGHPL may apply any unutilised amounts under that sub-limit
towards the funding for the other project, subject to the aggregate amount utilised
under Facility B not exceeding USD195,000,000.
Through the USD300,000,000 Facility Agreement, the Company and SEGHPL expect to achieve
several benefits, including:
1. to provide adequate sources of funding for companies within the group to support
their operational needs, capital expenditure, and development of ongoing and future
projects;
2. to enhance the efficiency of liquidity management and funding structure at the
business group level;
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3. to strengthen the financial position and funding capacity of the group in carrying out
its geothermal and power generation business activities;
4. to support the optimisation of cash flow management and working capital needs of
companies within the group; and
5. to create funding synergies within the group to support sustainable business growth
and the achievement of the group's overall commercial objectives.
B. TRANSACTION OBJECT
Pursuant to Article 18 paragraph (1) letter d of POJK No. 17/2020, the object of the
Transaction is the loan obtained by SEGHPL in an amount of USD300,000,000 which is divided
into Facility A and Facility B from Bangkok Bank as the lender under the USD300,000,000
Facility Agreement.
C. TRANSACTION VALUE AND THE MATERIALITY OF THE TRANSACTION
The determination of the materiality of the Transaction is based on the Company's and its
Subsidiaries' Consolidated Financial Statements (Audited) for the Years Ended 31 December
2025 and 31 December 2024, with Independent Auditor’s Report No.
00071/2.1460/AU.1/02/0565-1/1/III/2026 dated 18 March 2026, issued by Kantor Akuntan
Publik Liana Ramon Xenia & Rekan (Deloitte), under which the Company's equity amounted
to USD883,519,000. Accordingly, the transaction value represents 33.95% (thirty-three point
nine five percent) of the Company's equity.
D. ANALYSIS OF THE IMPACT OF THE TRANSACTION ON THE COMPANY'S FINANCIAL
CONDITION
The impact of the Transaction is an increase in the Company's consolidated financial
indebtedness. However, there is no significant impact on the Company's operational, legal or
going concern.
SUMMARY OF THE USD300,000,000 FACILITY AGREEMENT
In accordance with the provisions in Article 18 paragraph (1) letter d POJK No. 17/2020, the summary
of the USD300,000,000 Facility Agreement is as follows:
Parties : a. SEGHPL as the borrower; and
b. Bangkok Bank as the lender.
Loan Amount : USD300,000,000
Availability Period : a. in relation to Facility A, the period from and including the
signing date and including 31 August 2026; and
b. in relation to Facility B, the period from and including the
signing date to and including 30 December 2027, subject to
any extension of the availability period in relation to Facility
B,
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in each case, or, if earlier, on the date the commitment is
terminated or fully utilised through the drawdown of the loan
facility.
Maturity Date : In relation to Facility A and Facility B, the date falling on 60
(sixty) months from (and including) the first utilisation date of
Facility A, provided that if the final maturity date is not a
business day, the final maturity date shall be the preceding
business day ("Final Maturity Date").
Securities : a. Charge over Star Energy Geothermal Pte. Ltd. ("SEGPL")
shares under the Singapore Law by SEGHPL as the security
provider in favour of Bangkok Bank as the lender on or
before the first utilisation date of Facility B, pursuant to
which SEGHPL charges additional 259,281 shares in SEGPL
as security;
b. Second Ranking Charge over SEGPL Shares under the
Singapore Law by SEGHPL as the security provider in favour
of Bangkok Bank as a lender pursuant to which the Second
Ranking Charge over SEGPL Shares Deed dated 20 July
2026, whereby SEGHPL charges 279,646 shares in SEGPL as
security;
c. Pledge over Star Energy Geothermal Netherlands B.V.
("SEGNBV") shares for Facility A, a share pledge deed
governed by the Dutch Law, to be entered into by and
among SEGNBV, SEGHPL, and Bangkok Bank on or prior to
the first utilisation date of Facility A, pursuant to which
SEGHPL shall grant a pledge over an additional 2,058 shares
in SEGNBV as security.
d. Pledge over SEGNBV's shares for Facility B, a share pledge
deed governed by the Dutch Law, to be entered into
between SEGNBV, SEGHPL and Bangkok Bank on or before
the first utilisation date of Facility B, pursuant to which
SEGHPL charges additional 4,917 shares in SEGNBV as
security;
e. Third Ranking Pledge over DGA SEG B.V. ("DGA") shares in
the form of a third ranking pledge deed governed by the
Dutch Law, to be entered into between DGA, SEGHPL and
Bangkok Bank, pursuant to which SEGHPL charges 9,000
shares in DGA as security;
f. Third Ranking Pledge over SEGNBV shares in the form of a
third ranking pledge deed governed by the Dutch Law, to
be entered into between SEGNBV, SEGHPL, and Bangkok
Bank, pursuant to which SEGHPL charges 3,025 shares in
SEGNBV as security; and
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g. Business Security Agreement over Debt Service Reserve
Account in the form of business security agreement
governed under Thai Law over a USD deposit account
established and maintained in the name of SEGHPL at
Bangkok Bank ("Debt Service Reserve Account") to be
executed by SEGHPL in favour of Bangkok Bank pursuant to
which SEGHPL provides the proceeds under the Debt
Service Reserve Account as security.
(the securities as mentioned in letters a to g above is
hereinafter referred to as the "Transaction Securities").
Restrictions : The USD300,000,000 Facility Agreement contains several
restrictions for SEGHPL, including the following:
a. Merger
SEGHPL shall not (and SEGHPL shall ensure that each
member of SEGHPL group will not) enter into
amalgamation, demerger, merger or corporate
reconstruction without the prior written consent of
Bangkok Bank, save for any amalgamation, demerger,
merger or corporate reconstruction where SEGHPL or such
member of the group is the surviving entity.
b. Change in Business Activities
SEGHPL shall procure that no substantial change is made to
the general nature of its business or the business of any
other obligor or member of the SEGHPL group whose
shares are pledged under the Transaction Security from
that carried on at the signing date of the USD300,000,000
Facility Agreement.
c. Acquisitions
SEGHPL shall notify Bangkok Bank in advance in writing of
any acquisition of any company, business or undertaking or
any investment in any company, business or undertaking.
d. Loans and Credit
SEGHPL shall not (and SEGHPL shall ensure that each
member of SEGHPL group will not) make any loans or grant
any credit to or for the benefit of any person. These
restrictions do not apply to:
i. trade credit made in the ordinary course of business
and on arm's length terms;
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ii. any loans or credits granted by a member of SEGHPL
group to another member of the group prior to the
signing date of the USD300,000,000 Facility
Agreement;
iii. any loans and credits granted by Bangkok Bank or any
member of SEGHPL group with the prior written
consent of Bangkok Bank; and
iv. any liability: (1) SEGHPL under and pursuant to the
liability statement as referred to in the Dutch Civil
Code; and/or (2) by any member of SEGHPL group
provided under or for the purpose of a Dutch “fiscal
unity” towards the Dutch tax authorities.
e. Dividends and Share Redemption
Except as permitted under the USD300,000,000 Facility
Agreement, SEGHPL shall not, without the prior written
consent of Bangkok Bank:
i. declare, make or pay any dividend, charge, fee or other
distributions (or interest on any unpaid dividend,
charge, fee or other distributions) (whether in cash or
in kind) on or in respect of its share capital (or any class
of its share capital) or warrants issued for the time
being in issue;
ii. repay or distribute any dividend or share premium
reserve or capital redemption or undistributable
reserve; or
iii. redeem, repurchase, defease, retire or repay any of its
share capital or any warrants for the time being in issue
or resolve to do so.
This restriction on dividend distribution and share
buybacks does not apply if the following requirements are
satisfied:
i. SEGHPL delivers a Debt Service Coverage Ratio
("DSCR") Certificate (signed by an authorised signatory
of SEGHPL who shall be duly authorised by SEGHPL in
accordance with its constitutional documents) to
Bangkok Bank setting out (in reasonable detail) that:
(1) The DSCR (tested by reference to each set of
financial statement delivered in respect of the
relevant test period during which the
distribution is proposed to be made) is and,
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immediately following such distribution, would
still be not less than 1:1; and
(2) no default would be continuing or would result
from such distribution; and
ii. SEGHPL satisfies the requirements set out in Debt
Service Reserve Account.
Applicable Law : Singapore Law.
STATEMENT FROM THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
The Company's Board of Directors and Board of Commissioners, either individually or jointly declare
that this Transaction is as follows:
a. All material information has been disclosed in this Disclosure of Information, and such
information is not misleading; and
b. The Material Transaction does not contain a conflict of interest as referred to in OJK
Regulation No. 42/POJK.04/2020 on Affiliated Transactions and Conflicts of Interest
Transactions ("POJK No. 42/2020”)
The Company's Board of Directors hereby declares that this Transaction does not constitute an
Affiliated Transaction as contemplated under POJK No. 42/2020.
ADDITIONAL INFORMATION
If the Shareholders of the Company require further information, please contact:
PT Barito Renewables Energy Tbk
Wisma Barito Pacific II, 23rd Floor
Jl. Let. Jend. S. Parman Kav. 60, Jakarta, 11410
Website: www.baritorenewables.co.id
Email: corpsec@baritorenewables.co.id
Jakarta, 21 July 2026
Sincerely,
Board of Directors of the Company
Names mentioned 16 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1
unresolved
org
Star Energy Group Holdings Pte. Ltd.
p.2
unresolved
org
Bangkok Bank Public Company Limited
p.2
unresolved
org
PT Star Energy Suoh Sekincau
p.3
unresolved
org
PT Star Energy Geothermal Indonesia
p.3
unresolved
org
Kantor Akuntan Publik Liana Ramon Xenia & Rekan
p.4
unresolved
org
Star Energy Geothermal Pte. Ltd.
p.5
unresolved
org
Star Energy Geothermal Netherlands B.V.
p.5
unresolved
org
DGA SEG B.V.
p.5
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12 Sep 2026 21:47
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