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20250625_ADMR_Informasi Transaksi Afiliasi_31908616_lamp1.pdf
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INFORMATION DISCLOSURE TO THE SHAREHOLDERS ON AN AFFILIATED-PARTY
TRANSACTION OF
PT ALAMTRI MINERALS 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 transaction made by and
between PT Alamtri Indo Aluminium (“AIA”), a limited-liability company indirectly wholly-owned by the
Company, and PT Adaro Andalan Indonesia Tbk (“AAI”), whereas AAI and AIA are 2 (two) companies controlled
by the same entities, wherein AIA purchased 145,601,100 (one hundred forty-five million six hundred and one
thousand one hundred) shares owned by AAI in PT Cita Mineral Investindo Tbk (“CMI”), or equivalent to 3.676%
(three point six seven six percent) of CMI’s issued and paid-up capital, based on the Share Sale and Purchase
Agreement executed by AIA and AAI.
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 Alamtri Minerals Indonesia Tbk
Business activities:
Holding-company activities, other management consultation activities, mining and other quarrying supporting activities,
leasing and leasing without an option of mining and energy machineries and equipment, repair of machineries for specific
purposes, and investments.
Head office:
Cyber 2 Tower, 34th Fl.
Jl. H.R. Rasuna Said, Blok X-5, No. 13
Jakarta Selatan 12950, Indonesia
Email: corsec@adarominerals.id
Website: www.adarominerals.id
This information is issued in Jakarta on June 25th, 2025.
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DEFINITION
AAI: PT Adaro Andalan Indonesia Tbk
AlamTri: PT Alamtri Resources Indonesia Tbk
AIA: PT Alamtri Indo Aluminium
ASI: PT Adaro Strategic Investments
CMI: PT Cita Mineral Investindo Tbk
Affiliation: defined as set forth by article 1 of the Capital Market Law or POJK
42/2020.
Commissioner(s): (a) member(s) of the Company’s Board of Commissioners holding such
position on the issuance date of this Information Disclosure.
Director(s): (a) member(s) of the Company’s Board of Directors holding such
position on the issuance date of this Information Disclosure.
Appraiser: the Office of Public Appraisal Services of Desmar, Susanto, Salman &
Rekan, an independent appraiser registered with the Financial Services
Authority of the Republic of Indonesia, which has been appointed by
the Company to appraise the fair value and/or fairness of the
transaction as explained in this Information Disclosure.
Appraiser’s Report: A written report prepared by the Appraiser that contains the
Appraiser’s opinion on the object of appraisal, i.e. the Transaction as
explained in this Information Disclosure, and presents the information
on the appraisal process on the Transaction.
The Company: PT Alamtri Minerals Indonesia Tbk (formerly PT Adaro Minerals
Indonesia Tbk), a publicly-listed company duly established and
organized under the law of the Republic of Indonesia and domiciled in
Jakarta, Indonesia.
Controlling Party(ies): As defined by POJK 42/2020.
Controlled Company: as defined by POJK 42/2020.
POJK 42/2020: The Regulation of the Financial Services Authority of the Republic of
Indonesia number 42/POJK.04/2020 on Affiliated-Party Transactions
and Conflict of Interest Transactions.
Transaction: defined as explained in the Introduction section of this Information
Disclosure.
Affiliated-Party Transaction: as defined by POJK 42/2020.
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I. INTRODUCTION
On June 23rd, 2025, AIA purchased a total of 145,601,100 (one hundred forty-five million six hundred and
one thousand one hundred) CMI shares or equivalent to 3.676% (three point six seven six percent) of
CMI’s issued and paid-up capital, from AAI with a 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, based on the Share Sale and
Purchase Agreement executed by AIA and AAI (“Transaction”).
Pursuant to article 4 point 1 of POJK 42/2020, the Transaction is an Affiliated-Party Transaction that must
engage an Appraiser 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, because the Transaction was made
between the Company’s Controlled Company, i.e. AIA, with a company that has an Affiliation relationship
with the Company, i.e. AAI.
The information as presented in this Information Disclosure is published to meet the provision of POJK
42/2020.
The Appraiser’s Report used is the report of the Office of Public Appraisal Services Desmar, Susanto,
Salman & Rekan number 00039/2.0142-00/BS/02/0177/1/VI/2025 of June 20th, 2025 on the Report of the
Fairness Opinion (“Appraiser’s Report”). The Appraiser’s Report gives a fair opinion on the Transaction.
This Affiliated-Party Transaction has fulfilled the procedure as stipulated in article 3 of POJK 42/2020 and
implemented in accordance with the generally applicable business practices.
This Affiliated-Party 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 US$1,502,263,554 (one billion five
hundred and two million two hundred sixty-three thousand five hundred fifty-four United States dollars),
which is the Company’s equity value as stated in the Company’s Consolidated Financial Statements of
December 31st, 2024 audited by Public Accounting Firm Rintis, Jumadi, Rianto & Rekan.
II. BRIEF DESCRIPTION ON THE TRANSACTION AND THE EFFECT OF THE TRANSACTION TO THE COMPANY’S
FINANCIAL CONDITION
A. DESCRIPTION OF THE AFFILIATED-PARTY TRANSACTION
i. Rationale, Background, and Benefits of the Transaction
The Transaction was executed to improve the Company’s investment portfolio. The Company views
that increasing the portion of investment by way of purchasing CMI shares from AAI can increase the
Company’s investment returns.
The Company has conducted reviews on risk profiles and good investment diversification, in
addition to regular monitoring and balancing of the investment portfolio. The Company’s financial
investment in the equity instrument is a normal financial investment generally executed in a
corporation’s treasury management.
The Company currently has good financial position and liquidity level, hence the flexibility to make
measurable financial investment with risk level and rate of return higher than those of conservative
financial investment. This will ultimately improve the Company’s performance and generate
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positive impact for the shareholders. By making this financial investment, the Company will have
balanced and optimum investment portfolio.
ii. Brief Description on the Transaction
AIA has purchased 145,601,100 (one hundred forty-five million six hundred and one thousand one
hundred) CMI shares from AAI or equivalent to 3.676% (three point six seven six percent) of CMI’s
issued and paid-up capital with a 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. The Company believes that
the price has reflected the fair value of CMI share price at the time of the Transaction execution,
i.e. June 23rd, 2025.
Therefore, with the execution of the Transaction, through AIA the Company is the non-controlling
shareholder of CMI with total ownership of 145,601,100 (one hundred forty-five million six
hundred and one thousand one hundred) shares or 3.676% (three point six seven six percent) of
CMI’s issued and paid-up capital.
iii. Parties to the Transaction
1. The Company
Brief History
The Company (formerly PT Adaro Minerals Indonesia Tbk) was established based on the Deed of
Establishment number 9 of September 25th, 2007 made before Dwi Yulianti, S.H., a Notary in
Jakarta. The Company’s deed of establishment was approved by the Minister of Law and Human
Rights of the Republic of Indonesia by Decree number C-01217 HT.01.01-TH.2007 of October 25th,
2007 and announced in the State Gazette of the Republic of Indonesia number 36 of May 2nd,
2008.
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 2
of June 2nd, 2025 made before Humberg Lie, S.H., S.E., M.Kn., a Notary in North Jakarta, which
has been granted the approval for the amendment to the articles of association by the Minister
of Law of the Republic of Indonesia based on the Notification number AHU-
0035843.AH.01.02.Tahun 2025 of June 2nd, 2025 (“Company Deed No. 2”). Through the Company
Deed No. 2, the Company among others has changed its name from PT Adaro Minerals Indonesia
Tbk to PT Alamtri Minerals Indonesia Tbk, and adjusted to one of the codes of the Indonesian
Standard Industrial Classification stated in article 3 of its articles of association.
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 Company Deed No. 2 are as follows:
Board of Commissioners
President Commissioner : Garibaldi Thohir
Commissioner : Michael W. P. Soeryadjaya
Commissioner : M. Syah Indra Aman
Independent Commissioner : Ir. Mohammad Effendi
Independent Commissioner : Lindawati Gani
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Board of Directors
President Director : Iwan Dewono Budiyuwono
Director : Totok Azhariyanto
Director : Hendri Tamrin
Director : Heri Gunawan
Director : Wito Krisnahadi
2. AIA
Brief History
AIA (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, which 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 latest version of articles of association is 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 regarding
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
3. AAI
Brief History
AAI (formerly PT Alam Tri Abadi) was established based on the Deed of Establishment number 2
of December 1st, 2004 made before Ir. Rusli, S.H., a Notary in Bekasi. AAI’s Deed of Establishment
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.
AAI’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
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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.
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 (Independent) : Drs. Budi Bowoleksono
Commissioner : Primus Dorimulu
Board of Directors
Direktur Utama : Julius Aslan
Direktur : Priyadi
Direktur : Lie Luckman
Direktur : Susanti
iv. Nature of the Affiliation
The Transaction is an Affiliated-Party Transaction as defined in POJK 42/2020, because it was made
between the Company’s Controlled Company, i.e. AIA, with a company that has an Affiliation
relationship with the Company, i.e. AAI. There is an Affiliation relationship between the Company,
AIA, and AAI, wherein all of these companies are under the control of the same parties, i.e. ASI
collectively with Garibaldi Thohir, which are also controlling parties of AlamTri, a publicly-listed
company holding 84.451% share ownership in the Company.
B. EFFECTS OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION (PRO FORMA)
Pro Forma of the Company’s Balance Sheet (in thousand US$)
Balance Sheet Audited Transaction Pro Forma
December 31st, 2024 December 31st, 2024
Assets
Current assets 842,804 (35,441) 807,363
Non current assets 1,230,791 35,441 1,266,232
Total assets 2,073,595 - 2,073,595
Liabilities
Short-term liabilities 235,286 - 235,286
Long-term liabilities 336,045 - 336,045
Total liabilities 571,331 - 571,331
Total equity 1,502,264 - 1,502,264
Total liabilities and equity 2,073,595 - 2,073,595
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C. 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 is of the view that there is no difference if the Transaction was made with an unaffiliated
party. The Transaction has been executed by incorporating the same terms and conditions as those
incorporated in transactions made with an unaffiliated party, thus the terms and conditions of the
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 Affiliated-Party
Transaction and/or the fairness of the transaction.
To ensure the fairness of the planned Transaction, the Company appointed an Independent Appraiser, i. e.
the Office of Public Appraisal Services of Desmar, Susanto, Salman & Rekan to provide the fairness opinion
on the Transaction, based on the quotation no. No.0007/2.0142-00/PP-B/DSS-01/0177/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 Report of Fairness Opinion number
0007/2.0142-00/PP-B/DSS-01/0177/V/2025 of June 20th, 2025:
i. Identity of the Parties
The parties to the planned Transaction are:
1. The Company, as the party with an indirect whole ownership on AIA.
2. AIA, as the party purchasing CMI shares from AAI.
3. AAI, as the party selling CMI shares to AIA.
4. CMI, as the party of the transaction object of AIA and AAI.
ii. Object of the Appraisal
The object of the fairness opinion is AIA’s planned transaction to purchase 145,601,100 (one
hundred forty-five million six hundred and one thousand one hundred) CMI shares or 3.676%
(three point six seven six percent) of CMI’s issued and paid-up capital, owned by AAI.
iii. Purpose of the Appraisal
The purpose and objective of this fairness opinion is to provide the fairness opinion on the planned
Transaction. This fairness opinion report is prepared to fulfil the provision of POJK 42/2020.
iv. Assumptions and Limiting Conditions
1. This fairness opinion is a non-disclaimer opinion.
2. All of the data, statements and information received by the Appraiser from the management
and the data and information available in the public domain, in particular those concerning
the economic and industry data, are deemed accurate and obtained from the sources of
credible accuracy.
3. The Appraiser has reviewed the documents used in the process of rendering the fairness
opinion.
4. This report of fairness opinion is compiled to fulfill the capital market purposes and the FSA’s
provision and not for tax or other purposes other than the capital market purposes.
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5. In conducting the analysis, the Appraiser made a number of assumptions and depended on
the accuracy, reliability and completeness of all financial information and other information
provided by the Company or publicly available, which in principle was true, complete and not
misleading, and the Appraiser is not responsible for conducting an independent examination
on such information. The Appraiser also relied on the warranty of the Company’s
management that they were not aware of any fact that may cause the information provided
for the Appraiser become incomplete or misleading.
6. The Appraiser assumes that from the issuance date of this fairness opinion until the execution
date of the planned corporate action, there will be no changes that may have material effects
on the assumptions used in compiling this fairness opinion. The Appraiser is not responsible
for reaffirming or completing or updating the opinion due to the changes to the assumptions
and conditions or events occurring after the date of this letter.
7. All disputes in the forms of criminal or civil cases (in or out of court) associated with the
appraisal object is not under the Appraiser’s responsibility.
8. Changes made by the Government or private parties concerning the condition of the appraisal
object, on this matter the market condition, etc., are not within the Appraiser’s responsibility.
9. This fairness opinion report shall serve as part of the information used for decision making,
however it is neither binding nor able to be used as the basis of a decision which may lead to
legal implications, because this fairness opinion report was prepared merely based on the
area of discipline and capability of the Appraiser.
10. The amounts were stated in United States dollar currency and/or equivalents on the request
of the assignor.
11. This fairness opinion report is invalid in the absence of the signature of the licensed appraiser
and the Appraiser’s official corporate seal.
12. This fairness opinion report was prepared and intended only for the assignor, in accordance
with the purpose and objective as disclosed in the appraisal report. All materials included in
this appraisal report in parts or in its entirety including those related with the references,
names and professional affiliations of the appraiser are not to be published without the
written consent from the Appraiser.
v. Approaches and Method of Analysis Used
In compiling this Report of Fairness Opinion on this planned Transaction, the Appraiser has
conducted an analysis through the approaches and appraisal procedure on the planned
Transaction that include the following:
a. Analysis on the planned Transaction
b. Qualitative and quantitative analyses on the planned Transaction
c. Analyses on the fairness of the planned Transaction
vi. Fairness Opinion on the Transaction
Based on the study and analysis conducted on all associated aspects for determining the positive
impacts of the planned Transaction either qualitatively or quantitatively, the Appraiser is of the
opinion that the planned Transaction 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.
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V. BOARD OF COMMISSIONERS’ & BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Commissioners and Board of Directors hereby declare that the Transaction is an
Affiliated-Party Transaction that does not contain any conflict of interest as stipulated by POJK 42/2020.
The Company’s Board of Commissioners and Board of Directors hereby declare that they have carefully
reviewed the information available regarding the Transaction as explained in this Information Disclosure,
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 Transaction can contact:
PT Alamtri Minerals Indonesia Tbk
Cyber 2 Tower, 34th floor
Jl. H.R. Rasuna Said, Blok X-5, No. 13
Jakarta Selatan 12950, Indonesia
Email: corsec@adarominerals.id
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Names mentioned 31 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×4
unresolved
org
PT Alamtri Indo Aluminium ASI
p.2
unresolved
org
PT Adaro Strategic Investments CMI
p.2
unresolved
org
Salman & Rekan
p.2 ×3
unresolved
org
Rianto & Rekan
p.3
unresolved
person
Dwi Yulianti
· Notaris
p.4
unresolved
org
Minister of Law and Human Rights
p.4 ×4
unresolved
person
Ir. Mohammad Effendi Independent
p.4
unresolved
org
PT Adaro Indo Aluminium
p.5
unresolved
person
Notary Humberg Lie
· Notaris
p.5 ×7
unresolved
org
Minister of Law
p.5 ×2
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12 Sep 2026 22:38
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