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20250625_AADI_Informasi Transaksi Afiliasi_31908793_lamp1.pdf
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INFORMATION DISCLOSURE TO THE SHAREHOLDERS ON AN
AFFILIATED-PARTY TRANSACTION OF
PT ADARO ANDALAN INDONESIA TBK (“THE COMPANY”)
This information disclosure to the shareholders on the affiliated-party transaction (hereinafter referred
to as “Information Disclosure”) was prepared to inform the Company’s shareholders on the sale
transaction of the shares owned by the Company in PT Cita Mineral Investindo Tbk ("CITA") to PT
Alamtri Indo Aluminium (“AIA”), whereas the Company and AIA are 2 (two) companies controlled by
the same parties.
This transaction fulfills the definition of affiliated-party transaction as set forth in Indonesian Financial
Services Authority’s Regulation number 42/POJK.04/2020 on Affiliated-Party Transactions and Conflict
of Interest Transactions (“POJK 42/2020”).
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS, EITHER
SEVERALLY OR JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY OF THE
INFORMATION DISCLOSURE AND THE AMENDMENT AND/OR ADDITION TO THE
INFORMATION DISCLOSURE, IF ANY.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS HEREBY
DECLARE THAT THE INFORMATION AS DISCLOSED IN THIS INFORMATION DISCLOSURE
IS COMPLETE, AND AFTER A DUE AND CAREFUL EXAMINATION, EMPHASIZE THAT THE
INFORMATION STATED IN THIS INFORMATION DISCLOSURE IS TRUE, AND THAT THERE
ARE NO RELEVANT AND MATERIAL FACTS OMITTED OR ELIMINATED IN SUCH A WAY
THAT CAUSE THE INFORMATION PROVIDED HEREIN TO BE UNTRUE AND/OR
MISLEADING.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS DECLARE
THAT THIS AFFILIATED-PARTY TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF
INTEREST.
PT Adaro Andalan Indonesia Tbk
Business activities:
Holding-company activities (for subsidiaries operating in coal mining, mining services, management
consultancy, water resources management, power generation, and specialized freight
transportation), other management consultancy activities, in addition to operating in the sectors of oil
palm plantation, and rubber and other latex-producing crops plantation.
Head office:
Cyber 2 Tower Lantai 26
Jl. H.R. Rasuna Said Blok X-5, No.13
Jakarta 12950 – Indonesia
Email: corsec@adaroindonesia.com
Website: www.adaroindonesia.com
This information is issued in Jakarta on June 25th, 2025.
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DEFINITION
Affiliation: defined as set forth by article 1 of Law number 8 of 1995 on the
Capital Market as amended by Law number 4 of 2023 on the
Development and Strengthening of the Financial Sector or POJK
42/2020.
US$: United States dollar.
Director(s): (a) member(s) of the Company’s Board of Directors holding such
position on the issuance date of this Information Disclosure.
Commissioner(s): (a) member(s) of the Company’s Board of Commissioners
holding such position on the issuance date of this Information
Disclosure.
Appraiser’s Report: defined as explained in the Introduction section of this
Information Disclosure.
Independent Appraiser: the Office of Public Appraisal Services of Herman Meirizki dan
Rekan, an independent appraiser registered with the Financial
Services Authority, which has been appointed by the Company
to appraise the fair value and/or fairness of the transaction as
explained in this Information Disclosure.
Company: PT Adaro Andalan Indonesia Tbk, a publicly-listed company duly
established and organized under the law of the Republic of
Indonesia and domiciled in Jakarta, Indonesia.
Shares Sold: defined as explained in the Summary of the Appraiser’s Report
section of this Information Disclosure.
Affiliated-Party Transaction: as defined by POJK 42/2020.
Share Sale and Purchase defined as explained in the Introduction section of this
Transaction: Information Disclosure.
POJK 42/2020: Financial Services Authority’s Regulation number
42/POJK.04/2020 on Affiliated-Party Transactions and Conflict of
Interest Transactions.
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I. INTRODUCTION
On June 23rd, 2025, the Company sold its shares in CITA to AIA for a total of 145,601,100 (one
hundred forty-five million six hundred and one thousand one hundred) shares or equivalent to
3.676% (three point six seven six percent) of CITA’s issued and paid-up capital, with total par
value of Rp572,794,727,400,- (five hundred seventy-two billion seven hundred ninety-four million
seven hundred twenty-seven thousand four hundred rupiah) or Rp3,934 (three thousand nine
hundred thirty-four rupiah) per share, which has been made into the share sale and purchase
agreement executed by the Company and AIA (“Share Sale and Purchase Transaction”).
Pursuant to article 4 point 1 of POJK 42/2020, the execution of the Affiliated-Party Transaction
must use an appraiser service to determine the fair value of the object of the Affiliated-Transaction
and/or the fairness of the transaction, and needs to be published to the public. In order to fulfill
the provision of POJK 42/2020, the Company’s Board of Directors issued this Information
Disclosure to convey information to the Company’s shareholders on such Affiliated-Party
Transaction.
The Appraiser’s Report used a reference is the report of the Office of Public Appraisal Services
Herman Meirizki dan Rekan number 00014/2.0120-04/BS/02/0627/1/VI/2025 of June 19th, 2025
(“Appraiser’s Report”). The Appraiser’s Report gives a fair opinion on the Share Sale and
Purchase Transaction.
This Affiliated-Party Transaction has been through the procedure as set forth in article 3 of POJK
42/2020 and executed in accordance with the generally applicable business practices.
Share Sale and Purchase Transaction is neither a conflict-of-interest transaction as stipulated in
POJK 42/2020 nor a material transaction as stipulated in the Indonesian Financial Services
Authority Regulation number 17/POJK.04/2020 on Material Transactions and Changes to Business
Activities (“POJK 17/2020”) because the total value of this transaction is less than 20% (twenty
percent) of the Company’s total equity value as stated in the Company’s Financial Statements of
December 31, 2024 audited by Public Accounting Firm Rintis, Jumadi, Rianto & Rekan, which
amounts to US$3,363,482 (in thousand of United States dollars).
II. BRIEF DESCRIPTION ON THE TRANSACTION AND THE EFFECT OF THE TRANSACTION TO
THE COMPANY’S FINANCIAL CONDITION
A. DESCRIPTION OF THE TRANSACTION
i. Rationale, Background, and Benefits of the Transaction
The Share Sale and Purchase Transaction was executed as part of the adjustment to the
Company’s strategic direction and investment focus. The Company is a holding company
with subsidiaries among others operating in the thermal coal sector, while CITA operates in
bauxite mining and metal ore mining, which is in line with AIA’s business activities as a
holding company in metal processing area.
Furthermore, the proceeds from the sale of the shares owned by the Company in CITA will
be used by the Company to strengthen its financial position. Therefore, this transaction is
expected to bring positive impacts to the Company’s capital structure and financial flexibility
going forward.
The Company did not execute this transaction with a third party because the sale of the
shares owned by the Company in CITA was aimed for more effective long-term development
plan to support more optimum management of investment portfolio.
ii. Brief Description on the Transaction
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The following are the details on the Share Sale and Purchase Transaction:
• Total number of shares: 145,601,100 shares
• Par value per share: Rp3,934
• Total amount: Rp572,794,727,400
iii. Parties to the Transaction
1. The Company
Brief history
The Company was established based on a notarial deed of December 1st, 2004 made
before Ir. Rusli, S.H., a Notary in Bekasi. The deed was approved by the Minister of Law
and Human Rights of the Republic of Indonesia by Decree number C-31123
HT01.01.TH.2004 of December 23rd, 2004. The deed was announced in the State
Gazette of the Republic of Indonesia number 52 of July 1st, 2005 and the Supplement to
State Gazette number 6922. The Company’s articles of association have been amended
several times. By the amendment to the Company’s articles of association based on the
Notarial Deed number 100 made before Humberg Lie, S.H., S.E., M.Kn., a Notary in North
Jakarta, of July 31st, 2024, the Company’s name has been changed from PT Alam Tri
Abadi to PT Adaro Andalan Indonesia. Such amendment to the articles of association has
been approved by the Minister of Law of the Republic of Indonesia by the decree number
AHU-0046973.AH.01.02.TAHUN 2024 of July 31st, 2024.
The Company’s articles of association have been amended several times with the latest
amendment made based on the Deed of the Statement of Shareholders’ Resolutions
number 14 of May 8th, 2025 made before Humberg Lie, S.H., S.E., M.Kn., a Notary in
North Jakarta. The notification on the amendment to the articles of association has been
received by the Minister of Law of the Republic of Indonesia as confirmed with the Receipt
of the Notification on the Amendment to the Company’s Articles of Association number
AHU-AH.01.03-0126591 of May 8th, 2025.
The Company’s business activities are holding-company activities (for subsidiaries
operating in coal mining, mining services, management consultancy, water resources
management, power generation, and specialized freight transportation), other
management consultancy activities, in addition to operating in the sectors of oil palm
plantation, and rubber and other latex-producing crops plantation.
Management and supervision
The compositions of the Company’s Board of Directors and Board of Commissioners on
the date of this Information Disclosure are as stated in Deed number 1 of September 3rd,
2024 made before Humberg Lie, S.H., S.E., M.Kn., a notary in North Jakarta, which has
been notified to the Minister of Law and Human Rights of the Republic of Indonesia as
follows:
Board of Commissioners
President Commissioner: Budi Bowoleksono
Commissioner: Primus Dorimulu
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Board of Directors
President Director: Julius Aslan
Director: Priyadi
Director: Lie Luckman
Director: Susanti
2. AIA
Brief history
PT Alamtri Indo Aluminium (formerly PT Adaro Indo Aluminium) (“AIA”) was established
based on the Deed of Establishment number 55 of November 19th, 2021 made before
Notary Humberg Lie, S.H., S.E., M.Kn., a Notary in North Jakarta. AIA’s Deed of
Establishment was approved by the Minister of Law and Human Rights of the Republic
of Indonesia by Decree number AHU-0074205.AH.01.01.Tahun 2021 of November 22nd,
2021.
AIA’s articles of association has been amended several times with the latest amendment
based on the Deed of the Statement of Shareholders’ Resolutions number 31 of June
13th, 2025 made before Humberg Lie, S.H., S.E., M.Kn., a notary in North Jakarta, which
have been approved by the Minister of Law of the Republic of Indonesia based on the
Decree number No. AHU-0039088.AH.01.02.Tahun 2025 of June 16th, 2025, concerning
the amendment to article 3 of the articles of association on AIA’s purpose and objective
and business activities.
Management and supervision
The compositions of the Company’s Board of Directors and Board of Commissioners on
the date of this Information Disclosure are as stated in the Deed of the Statement of
Shareholders’ Resolutions number 25 of March 7th, 2025 made before Humberg Lie, S.H.,
S.E., M.Kn., a notary in North Jakarta, which are as follows:
Board of Commissioners
President Commissioner: Christian Ariano Rachmat
Commissioner: Michael W. P. Soeryadjaya
Board of Directors
President Director: Wito Krisnahadi
Director: Vivi Simampo
Director: Kay Kun Ng
B. NATURE OF THE AFFILIATION OF THE PARTIES CONDUCTING THE TRANSACTION
WITH THE COMPANY
Pursuant to POJK 42/2020, an affiliated-party transaction refers to each activity and/or
transaction made by a public company or a controlled company with an affiliated party of a public
company or affiliated party of a BoD member, BoC member, majority or controlling shareholders,
including each activity and/or transaction made by a public company or controlled company for
the interest of the affiliated party of a public company or affiliated party of a BoD member, BoC
member, majority or controlling shareholders.
There is an affiliated-party relationship as stipulated by POJK 42/2020 between the Company
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and AIA, as both are a company under the control of the same parties, i.e. PT Adaro Strategic
Investments collectively with Garibaldi Thohir, which are also controlling parties of PT Alamtri
Resources Indonesia Tbk.
Based on the above, the Share Sale and Purchase Transaction between the Company and
AIA, as disclosed in this Information Disclosure is categorized as an Affiliated-party
Transaction wherein the Affiliation of the Company and AIA is 2 (two) companies under the
control of the same parties.
C. EFFECTS OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION (PRO
FORMA)
thousand US$
Balance Sheet Audited December Transaction Pro forma December
31st, 2024 31st, 2024
Current assets 2,214,052 2,468 2,216,520
Non current assets 3,778,606 - 3,778,606
Total assets 5,992,658 2,468 5,995,126
Short-term liabilities 872,699 - 872,699
Long-term liabilities 1,756,477 - 1,756,477
Total liabilities 2,629,176 - 2,629,176
Equity 3,363,482 2,468 3,365,950
Total liabilities and 5.992.658 2.468 5.995.126
equity
thousand US$
Profit & Loss Audited Transaction Pro forma
December 31st, 2024 December 31st, 2024
Revenue 5,319,582 - 5,319,582
Cost of revenue (3,853,631) - (3,853,631)
Gross profit 1,465,951 - 1,465,951
Other revenues, net 330,770 2,468 333,238
Operating income 1,481,217 2,468 1,483,685
Profit for the year 1,326,736 2,468 1,329,204
D. EXPLANATION, CONSIDERATION AND RATIONALE FOR EXECUTING THE
TRANSACTION IN COMPARISON WITH THE CONDITION IF A SIMILAR TRANSACTION IS
EXECUTED WITH A NON-AFFILIATED PARTY
The Company did not execute this transaction with a third party because the Share Sale and
Purchase Transaction was aimed for more effective long-term development plans in order to
support more optimum management of investment portfolio.
The documents associated with this transaction have been prepared to incorporate the same
terms and conditions as those incorporated in transactions made with an unaffiliated party, thus
the terms and conditions of the Affiliated-Party Transaction have been made on an arm’s length
basis.
III. SUMMARY OF THE APPRAISER’S REPORT
Pursuant to article 4 of POJK 42/2020, publicly-listed companies intending to execute an Affiliated-
Party Transaction must use an appraiser’s service to determine the fair value of the object of the
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Affiliated-Party Transaction and/or the fairness of the transaction.
To ensure the fairness of the intended Transaction, the Company appointed an Independent
Appraiser, i. e. the Office of Public Appraisal Services of Herman Meirizki dan Rekan to provide the
fairness opinion on this transaction, based on the quotation no. 044/SP/HMR-JKSL/B/V/2025 of
May 15th, 2025, which has been approved by the Company.
The following is the summary of the fairness opinion as presented in the Appraiser’s Report on this
Share Sale and Purchase Transaction:
i. Identity of the Parties to the Transaction
The parties to the Share Sale and Purchase Transaction are:
1. The Company
The Company is a company operating as a holding company (with subsidiaries
operating in coal mining, mining services, management consultancy, water
resources management, power generation, and specialized freight transportation),
other management consultancy activities, in addition to operating in the sectors of
oil palm plantation, and rubber and other latex-producing crops plantation. In the
Share Sale and Purchase Transaction, the Company is the party to sell the Shares
Sold.
2. AIA
AIA is a subsidiary of PT Alamtri Minerals Indonesia Tbk , which conducts business
activities that among others include holding-company activities. In this Share Sale
and Purchase Transaction, AIA is the party to purchase the Shares Sold.
ii. Identity of the Independent Appraiser
The Company has appointed the Office of Public Appraisal Services Herman, Meirizki
dan Rekan, which holds a business license issued by the Ministry of Finance of the
Republic of Indonesia based on the Decree of the Minister of Finance number
66/KM.1/2014 of February 10th, 2014 to be registered as the capital market supporting
profession at the Financial Services Authority by the Capital Market Supporting
Profession Registration Certificate number STTD. STTD.PB-57/PM.02/2023, to appraise
the Share Sale and Purchase Transaction, with the following person in charge:
Name: Willyams, S.E., MAPPI (Cert)
MAPPI number: 13-S-04028
Appraiser registration number: RMK-2017.00112
Public appraiser license number: B-1.22.00627
Service business classification: Business Appraiser (B)
Address: The Akkas Commercial Building Lt. 2
Jl. TB Simatupang No. 23 RT.011 RW.004,
Kelurahan Tanjung Barat, Kecamatan
Jagakarsa, Kota Jakarta Selatan, Provinsi DKI
Jakarta 12530
iii. Identity of the Assignor
The assignor and beneficiary of the fairness opinion report is:
Name: PT Adaro Andalan Indonesia Tbk
Business sector: holding-company activities (for subsidiaries
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operating in coal mining, mining services,
management consultancy, water resources
management, power generation, and
specialized freight transportation), other
management consultancy activities, in addition
to operating in the sectors of oil palm plantation,
and rubber and other latex-producing crops
plantation.
Address: Gedung Cyber 2, Lantai 26, Jl. H. R. Rasuna
Said Blok X-5 No. 13, Jakarta Selatan, 12950
Telephone and facsimile: (021) 2553 3065 dan (021) 2553 3066
Email address: corsec@adaroindonesia.id
iv. Object of the Appraisal
The object of the fairness opinion is the transaction to sell the CITA shares owned by the
Company totaling 145,601,100 shares (hereinafter referred to as “Shares Sold”) to an
affiliated party, i.e. AIA.
v. Purpose and Objective of Providing a Fairness Opinion
The purpose and objective of this fairness opinion is to provide the fairness opinion on
the Share Sale and Purchase Transaction. The Appraiser’s Report is used as one of the
supporting documents for the information disclosure to be published by the Company as
stipulated by POJK 42/2020.
vi. Date of the Fairness Opinion
The date of the fairness opinion in the report of fairness opinion is December 31st, 2024.
vii. Assumptions and Limiting Conditions
• The Appraiser’s Report is a non-disclaimer opinion.
• The projected profit and loss statement was provided by the Company’s
management.
• The Independent Appraiser is responsible for the Appraiser’s Report and the opinion
in the Appraiser’s Report.
• The Independent Appraiser uses the assumption that there will be no changes that
have material impacts on the Share Sale and Purchase Transaction upon the
issuance date of the Appraiser’s Report.
• In conducting the analyses, the Independent Appraiser relied on the data
provided by the management or the assignor, including the information on
financial data, legality, and information contained in the draft of the agreement for
the Share Sale and Purchase Transaction, etc.
• The Independent Appraiser has conducted the necessary review on the data
obtained from the management for the analyses on the Share Sale and Purchase
Transaction. The credibility, reliability, and accuracy of such data are under the
management’s responsibility.
• Each change to the data and information discovered after the date of the fairness
opinion that may materially affect the fairness opinion is not under the Independent
Appraiser’s responsibility. In the event of any other fact or information discovered
after the issuance of the Appraiser’s Report which may materially affect the fairness
opinion, the Independent Appraiser is not responsible to revise the fairness opinion
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in the Appraiser’s Report in the future.
• The fairness opinion in the Appraiser’s Report was constructed based on the market
and economic conditions, general business and financial conditions, and
governmental regulations, on the date of this fairness opinion.
• The fairness opinion in the Appraiser’s Report must be viewed as one integral unit.
The partial use of the analyses and information, without taking into account the
content of this fairness opinion as a whole, may lead to misleading perspective on
the process underlying this fairness opinion.
• In conducting analysis on the industries associated with the Company’s business
activities, the Independent Appraiser has used the data from external parties, whom
the Independent Appraiser believed to be credible.
• The Company’s historical financial data were obtained by the Independent Appraiser
from the financial statements audited by an independent public accountant registered
with the Financial Services Authority; therefore, the Independent Appraiser did not
confirm and verify the accuracy of the data presented in the financial statements.
• The Independent Appraiser did not conduct due diligence on the Company’s taxation
or the implications of the Share Sale and Purchase Transaction.
• The Appraiser’s Report is open for the public except for confidential information that
may affect the Company’s operations.
• The work of the Independent Appraiser may not be interpreted or intended to serve
as an audit review or implementation of certain procedures, nor is it intended to
disclose the weakness of internal control, mistakes, or violations in financial
statements, and/or legal violations.
viii. Approaches and Appraisal Method
The approaches and appraisal method consist of the following:
1. Analysis on the transaction;
2. Qualitative and quantitative analysis;
3. Analysis on the fairness of the transaction; and
4. Analysis on other relevant factors.
ix. Fairness Opinion on the Share Sale and Purchase Transaction
Based on the analysis conducted by the Independent Appraiser on the fairness of the
Share Sale and Purchase Transaction, which consists of the analysis on the transaction,
qualitative analysis, quantitative analysis, analysis on the fairness of the transaction,
analysis on the other relevant factors, the Independent Appraiser is of the opinion that the
Share Sale and Purchase Transaction on the Shares Sold by the Company to AIA is fair.
IV. BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Directors declares that this transaction has been made with sufficient
procedure and ensures that the transaction has been executed in accordance with the generally
applicable business practices, i. e. the procedure to compare it with the terms and conditions of a
transaction made between parties who do not have an Affiliated relationship and made by fulfilling
the arm’s-length principle.
V. BOARD OF COMMISSIONERS’ & BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Commissioners and Board of Directors hereby declare that this
transaction is an Affiliated-Party Transaction that does not contain any conflict of interest.
The Company’s Board of Commissioners and Board of Directors hereby declare that they have
carefully reviewed the information available regarding the Share Sale and Purchase Transaction,
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and all material information regarding this transaction has been disclosed in this Information
Disclosure and the material information is true and not misleading. Subsequently, the Company’s
Board of Commissioners and Board of Directors hereby declare that they hold full responsibility on
the accuracy of all information provided in this Information Disclosure.
VI. ADDITIONAL INFORMATION
The Company’s shareholders wishing to receive further information on the Share Sale and
Purchase Transaction explained in this Information Disclosure can contact:
PT Adaro Andalan Indonesia Tbk
Cyber 2 Tower Lantai 26
Jl. H.R. Rasuna Said Blok X-5, No.13
Jakarta 12950 – Indonesia
Telephone: (021) 2553 3065 Facsimile: (021) 2553 3066
www.adaroindonesia.com
for the attention of: Corporate Secretary
Email: corsec@adaroindonesia.com
* This Information Disclosure is made in both Indonesian dan English language. In case of discrepancies
between the Indonesian and English version, the Indonesian version shall prevail.
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Names mentioned 30 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×5
unresolved
org
Herman Meirizki dan Rekan
p.2 ×2
unresolved
org
Public Appraisal Services Herman Meirizki dan Rekan
p.3
unresolved
org
Rianto & Rekan
p.3
unresolved
org
Minister of Law and Human Rights
p.4 ×3
unresolved
org
PT Adaro Andalan Indonesia. Such
p.4
unresolved
org
Minister of Law
p.4 ×3
unresolved
org
PT Adaro Indo Aluminium
p.5
unresolved
person
Notary Humberg Lie
· Notaris
p.5 ×7
unresolved
org
Meirizki dan Rekan
p.7
unresolved
org
Ministry of Finance
p.7
unresolved
org
Minister of Finance
p.7
unresolved
person
Willyams
p.7
unresolved
person
H. R. Rasuna Said
p.8
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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confidence 0.091
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12 Sep 2026 22:38
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