Back to announcement
20250717_KMTR_Transaksi Material Tanpa Persetujuan RUPS_31915611_lamp1.pdf
Asset transaction Needs review KMTRSource file signed link, expires in 15 minutes
Extracted text 5
Page 1
Letter/Announcement No : 032/KMG-Corsec/VII/2025 July 17, 2025
Attachment : -
Subject : Disclosure on Material Transaction
To:
1. The Board of Commissioners of Otoritas Jasa Keuangan
Attn: Executive Head of Capital Market Supervision
Gedung Sumitro Djojohadikusumo
Kompleks Perkantoran Kementerian Keuangan Republik Indonesia
Jalan Lapangan Banteng Timur Nomor 2-4
Jakarta, Indonesia.
2. Corporate Valuation Director of 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 of Information on Material Transactions Subject to Exemptions 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 : July 15, 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
syndicated loan facility 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 5 halaman
Gedung The East 21st Floor, Jl. Dr. Ide Anak Agung Gde Agung, Page 1 of total 5 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 : The syndicated loan to the Company’s subsidiaries consists of two
for conducting Material Transactions and separate banking facilities governed by 2 (two) different facility
the impact of such transactions on the agreements:
Company's financial condition 1. Facility A: a banking loan facility with a tenor of up to one (1) year,
as set out under a US$250,000,000 Facility Agreement (“Facility
Agreement A”) (as may be amended, supplemented, modified,
substituted, replaced, renewed, extended, restated or novated
(including any increase to the facility amount), which constitutes a
revolving credit facility with an aggregate principal amount of up
to US$250,000,000. Facility A is intended to refinance the existing
syndicated loan of the Company’s subsidiaries maturing on July 18,
2025, and to fund the working capital requirements of the
subsidiaries, including the procurement of rubber raw materials as
well as accounts receivable financing.
2. Facility B: a banking loan facility with a tenor of up to three (3)
years, with an option to extend for an additional two (2) years, as
set out under a US$250,000,000 Facility Agreement (“Facility
Agreement B”) (as may be amended, supplemented, modified,
substituted, replaced, renewed, extended, restated or novated
(including any increase to the facility amount). Facility B is also a
revolving credit facility with an aggregate principal amount of up
to US$250,000,000, intended to serve as a follow-on facility to
Facility A. Facility B will be used to refinance Facility A and to fund
the working capital requirements of the Company’s subsidiaries,
including the procurement of rubber raw materials and accounts
receivable financing. Unlike Facility A, which is structured as a
short-term bridging loan, Facility B provides longer-term financing.
These banking loan facilities will each be secured, among others, by a
Joint Corporate Guarantee provided by the Company jointly with its
subsidiaries in favor of the Lenders extending the loans to the
Company’s subsidiaries.
PT KIRANA MEGATARA Tbk Halaman 2 dari total 5 halaman
Gedung The East 21st Floor, Jl. Dr. Ide Anak Agung Gde Agung, Page 2 of total 5 page
Kav. E3.2 No. 1, Jakarta 12950 – Indonesia
T. +62 21 5794 7988 F. + 62 21 5794 7999
www.kiranamegatara.com
Page 3
The provision of this Joint Corporate Guarantee is a prerequisite
required by the Lenders under the US$250,000,000 Facility Agreement
entered into by the Company’s subsidiaries and the Lenders. The
issuance of the Joint Corporate Guarantee by the Company is essential,
as the banking loan facilities are needed by the Company’s subsidiaries
to meet their working capital requirements and to procure rubber raw
materials.
Based on the Company’s review, the provision of the joint corporate
guarantee does not have a material impact on the Company’s financial
condition.
The Company hereby informs that both facility agreement documents
related to Facility Agreement A and Facility Agreement B, as well as the
notarial deed of the Joint Corporate Guarantee for Facility A, were
executed on the same date, namely July 15, 2025. However, Facility B
has not yet become effective and will only become effective upon the
fulfillment of all conditions precedent as stipulated under the Facility B
agreement.
Accordingly, the provision of the Joint Corporate Guarantee by the
Company together with its subsidiaries is currently only effective with
respect to Facility A. The Joint Corporate Guarantee for Facility B will
become effective once Facility B itself becomes effective.
For that reason, this disclosure of material transaction has been
prepared and submitted solely in connection with the provision of the
Joint Corporate Guarantee under Facility A. Furthermore, a separate
disclosure of material transaction relating to the provision of the Joint
Corporate Guarantee under Facility B will be submitted by the
Company once Facility B becomes effective.
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.
Potential Risks in the Event the Guarantee : The Company informs 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.
Accordingly, 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
PT KIRANA MEGATARA Tbk Halaman 3 dari total 5 halaman
Gedung The East 21st Floor, Jl. Dr. Ide Anak Agung Gde Agung, Page 3 of total 5 page
Kav. E3.2 No. 1, Jakarta 12950 – Indonesia
T. +62 21 5794 7988 F. + 62 21 5794 7999
www.kiranamegatara.com
Page 4
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 4 dari total 5 halaman
Gedung The East 21st Floor, Jl. Dr. Ide Anak Agung Gde Agung, Page 4 of total 5 page
Kav. E3.2 No. 1, Jakarta 12950 – Indonesia
T. +62 21 5794 7988 F. + 62 21 5794 7999
www.kiranamegatara.com
Page 5
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 5 dari total 5 halaman
Gedung The East 21st Floor, Jl. Dr. Ide Anak Agung Gde Agung, Page 5 of total 5 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
unresolved
org
Kementerian Keuangan Republik Indonesia
p.1
unresolved
org
PT Bursa Efek Indonesia Indonesia Stock Exchange Building
p.1
unresolved
org
Indonesia Stock Exchange
p.1
unresolved
org
PT Pantja Surya
p.1
unresolved
org
PT New Kalbar Processors
p.1
unresolved
org
PT Tirta Sari Surya
p.1
unresolved
org
PT Kirana Sapta
p.1
unresolved
org
PT Kirana Musi Persada
p.1
unresolved
org
PT Kirana Windu
p.1
unresolved
org
PT Kirana Permata
p.1
unresolved
org
PT Komering Jaya Perdana
p.1
unresolved
org
PT Anugrah Bungo Lestari
p.1
unresolved
org
PT Karini Utama
p.1
unresolved
org
PT Bintang Agung Persada. Transaction
p.1
unresolved
person
Dr. Ide Anak Agung Gde Agung
p.1 ×6
unresolved
org
Financial Services Authority
p.4
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
1520 ms
12 Sep 2026 22:36
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}