Back to announcement
20250521_MFIN_Laporan Informasi dan Fakta Material_31888067_lamp2.pdf
Other Text extracted MFINSource file signed link, expires in 15 minutes
Extracted text 15
Page 1
DISCLOSURE OF INFORMATION RELATED TO AFFILIATE TRANSACTIONS
PT MANDALA MULTIFINANCE TBK
This Disclosure of Information is prepared and submitted in order to comply with the
Financial Services Authority Regulation No. 31/POJK.04/2015 of 2015 on the
Disclosure of Information or Material Facts by Issuers or Public Companies in
conjunction with the Financial Services Authority of the Republic of Indonesia
Regulation No. 42/POJK.04/2020 of 2020 on Affiliate Transactions and Conflicts of
Interest.
PT MANDALA MULTIFINANCE TBK
Domiciled in Central of Jakarta
Head Office
Mandala Finance Building
Jl. Menteng Raya No. 24 A-B
Central Jakarta 10340
Indonesia
Phone: (+62 21) 2925 9955
Fax: (+62 21) 2925 9950
Website address: https://mandalafinance.com
Email: corsec@mandalafinance.com
Main Business Activity:
Financing Company
This Information Disclosure is important to be reviewed and acknowledged by the
Company's shareholders regarding the Affiliate Transaction.
If you experience difficulty in understanding this Information Disclosure or are
hesitant in making a decision, it is advisable to consult with a legal consultant, public
accountant, investment advisor, or other professional advisors.
Information Disclosure was published on 21 May 2025.
Page 2
DEFINITIONS AND ABBREVIATIONS
ADMF : PT Adira Dinamika Multi Finance Tbk., a public listed company established under
Indonesian law and domiciled in South Jakarta.
AOA : Articles of Association as stipulated under the Company Law.
Bank Danamon : PT Bank Danamon Indonesia Tbk., a public listed company established under
Indonesian law and domiciled in South Jakarta.
Information Disclosure : The information as stated in this Information Disclosure is in compliance with
POJK 42/2020.
KJPP : Public Appraisal Services Office registered as a capital market supporting
profession at OJK.
MOL : Minister of Law of the Republic of Indonesia (previously known as Ministry of
Justice of the Republic of Indonesia or Minister of Law and Human Rights of the
Republic of Indonesia).
MFIN or the Company : PT Mandala Multifinance Tbk., a public listed company established under
Indonesian law and domiciled in Central Jakarta.
MUFG : MUFG Bank Ltd..
Financial Services : An independent state institution that has functions, duties, and regulatory,
Authority or OJK supervision, examination, and investigation authority as referred to in the law
regarding financial services authority.
Fairness Opinion : Fairness opinion prepared by KJPP that is intended to provide an overview of
the fairness of the Merger from a financial aspect and to comply with applicable
provisions, namely OJK Rule 42/2020 and OJK Rule 74/2016.
Merger : Merger between ADMF and MFIN, whereby ADMF shall be the Surviving
Company and MFIN shall be the Dissolving Company.
Merger Participating : ADMF and MFIN.
Companies
Dissolving Company : A limited liability company which will be dissolved due to the Merger, which in
this case is MFIN .
OJK Rule 74/2016 : OJK Regulation No. 74/POJK.04/2016 on Business Merger or Dissolution of
Public Companies, as partially amended by OJK Regulation No.
58/POJK.04/2017 on the Electronic Submission of Registration Statement or
Submission of Corporate Action.
OJK Rule 15/2020 : OJK Regulation No. 15/POJK.04/2020 on the Plan and Implementation of the
General Meeting of Shareholders of Public Companies.
OJK Rule 42/2020 : OJK Regulation No. 42/POJK.04/2020 on Affiliate Transactions and Conflict of
Interest Transactions.
IDR : Indonesian Rupiah
Abridged Merger Plan : Abridged Merger Plan dated 30 April 2025, which was announced in the national
daily newspapers i.e. Investor Daily and Bisnis Indonesia on 30 April 2025, as
amended from time to time.
GMS : General Meeting of Shareholders as regulated in the Company Law and OJK
Rule 15/2020.
Merger Effective Date : The date on which the Merger becomes effective, which is estimated to take
place on 1 October 2025 or any other date agreed by the Merger Participating
Companies.
Affiliated Transaction : Affiliate transaction as defined in OJK Rule 42/2020.
Job Creation Law : Law No. 6 of 2023 on the Enactment of Government Regulation In Lieu of Law
No. 2 of 2022 on Job Creation Law.
Company Law : Law No. 40 of 2007 on Limited Liability Companies, as partially amended by Job
Creation Law.
2
Page 3
I. PENDAHULUAN
This Information Disclosure is prepared to comply with the provisions of POJK 42/2020, which
requires the Company to conduct Information Disclosure for Affiliate Transactions carried out by
the Company. The Company is required to announce this Affiliate Transaction to the public and
submit the Information Disclosure along with supporting documents to the OJK simultaneously with
the announcement of the Extraordinary GMS of the Company, which will be held on June 30, 2025,
to approve the Affiliate Transaction in the form of a Merger between the Company and ADMF as
the affiliated party of the Company.
Through this Information Disclosure, the Company will provide an explanation, considerations, and
reasons for conducting the Affiliate Transaction. This Information Disclosure will explain the object
of the relevant Affiliate Transaction, including the value of the Affiliate Transaction, the parties
conducting the Affiliate Transaction, and the nature of the Affiliate relationship involved in the
Affiliate Transaction.
II. BACKGROUND, REASONS, AND BENEFITS OF THE TRANSACTION
The Merger is intended to secure the long-term value and sustainability of the Company’s business
while providing significant benefits to all stakeholders, including:
1. Ensuring Business Continuity and Customer Retention – By integrating into ADMF, the
Company’s existing customers will continue to receive reliable and high-quality financing
solutions, with added benefits such as expanded service offerings, digital innovations, and
a stronger financial foundation. The transition will be carefully managed to minimize
disruptions and maintain customer trust.
2. Preserving and Enhancing the Company’s Strengths – While the Company will be merged
into ADMF, its regional market expertise, branch network, and customer relationships will
continue to be utilized to support ADMF’s growth strategy. The Merger aims to retain key
talent, operational best practices, and valuable customer insights to maximize synergies.
3. Expanding Growth Opportunities for Customers and Employees – Through this Merger, the
Company’s customers will gain access to a broader range of financing products, including
innovative digital solutions and expanded financial services. Employees will also benefit
from enhanced career growth opportunities as part of a larger organization with a strong
market presence.
4. Leveraging Digital and Operational Efficiencies – the Company’s integration into ADMF for
the purpose of the Merger allows for technology-driven enhancements in financing
processes, risk management, and customer engagement. This transition will improve
service efficiency, expand digital access, and create a more seamless customer experience.
5. Strengthening Regulatory Compliance and Market Position – As part of ADMF, the Company
can enhance the Good Corporate Governance and risk management frameworks, ensuring
regulatory adherence while positioning the Surviving Company as a leading force in
Indonesia’s financing industry.
III. DATE OF TRANSACTION
This transaction is effective on the Effective Date of the Merger.
IV. OBJECT AND VALUE OF THE TRANSACTION
The object of the affiliate transaction is the merger between the Company and ADMF.
V. VALUE OF THE TRANSACTION
the Company has appointed Suwendho Rinaldy dan Rekan ("KJPP SRR") as an independent
appraiser to provide an opinion on the market value of 100.00% of the Company's shares as of
3
Page 4
December 31, 2024. The approaches used in the valuation of the Company's shares are the
income-based approach with the Discounted Cash Flow method ("DCF") and the market-based
approach with the Guideline Publicly Traded Company Method ("GPTC"). The valuation of 100.00%
of the Company's shares conducted using the discounted cash flow method is based on the
financial report projections prepared by the Company's management. KJPP SRR uses adjusted
financial projections that reflect the fairness of the financial projections made by the Company's
management with its achievement capability (fiduciary duty). Based on the results of the analysis
of all data and information received by KJPP SRR and considering all relevant factors that affect
the valuation, KJPP SRR opines that the market value of 100.00% of the Company's shares as of
December 31, 2024, is Rp 7.28 trillion.
ADMF has appointed KJPP Kusnanto dan Rekan (“KJPP KR”) to provide an opinion as an
independent appraiser, on the market value of 100.00% of ADMF's shares as of 31 December
2024. The methods used in the valuation of 100.00% of ADMF's shares are the discounted cash
flow method and the comparable company method listed on the stock exchange. The valuation of
100.00% of ADMF's shares conducted using the discounted cash flow method is based on the
financial report projections prepared by ADMF's management. KJPP KR uses adjusted financial
projections that reflect the fairness of the financial projections made by ADMF's management with
its achievement capability (fiduciary duty). Based on the results of the analysis of all data and
information received by KJPP KR and considering relevant factors that affect the valuation,
according to the opinion of KJPP KR, the market value of 100.00% of ADMF's shares as of
December 31, 2024, is Rp 27.78 trillion.
From the results of the valuation by KJPP KR and KJPP SRR, the comparison between the market
value of ADMF shares and the Company shares is 1 : 0.052401. Theoretically, the percentage of
shares owned by the shareholders of ADMF and the Company will be proportionally diluted based
on the conversion ratio, where each 1 (one) share in the Company will be equivalent to 0.052401
shares in ADMF. After the Merger, all shares held by the Company shareholders, except those
owned by ADMF, will be exchanged for 235,803,109 shares in ADMF.
VI. NAMES OF PARTIES INVOLVED IN THE TRANSACTION
A. ADMF
1. BRIEF HISTORY
ADMF is a public limited company established under the law and regulation of the Republic of
Indonesia under the name of PT Adira Dinamika Multi Finance, and having its domicile in South
Jakarta. Company was established by virtue of Deed of Establishment No. 131 dated 13 November
1990, made before Misahardi Wilamarta, S.H., Notary in Jakarta, which has obtained ratification of
MOL based on Decision Letter No. C2-19.HT.01.01. TH.91 dated 8 January 1991, has been
registered in South Jakarta District Court under No. 34/Not.1991/ PN.JKT.SEL, dated 14 January
1991, and has been announced in State Gazette No. 12 dated 8 February 1991, Supplement No.
421 (hereinafter referred to as "Deed of Establishment of ADMF").
The AOA of ADMF under the Deed of Establishment of ADMF has been amended several times,
most recently by the Deed of Extraordinary General Meeting of Shareholders Resolutions No. 40,
dated 15 October 2021, made before Mala Mukti, SH, LLM, Notary in Jakarta, which has been
notified to the MOL as stated in the Notification Receipt on the Amendment to Articles of Association
No. AHU-AH.01.03-0465665 dated 27 October 2021, and has been registered at the Company
Registration held by the MOL under No. AHU-0186926.AH.01.11 Tahun 2021 dated 27 October
2021.
ADMF's head office is located at Millennium Centennial Center 53rd, 56th-61st Floor, Jl. Jenderal
Sudirman Kav. 25, South Jakarta 12920, Indonesia.
2. CAPITAL STRUCTURE AND SHAREHOLDING COMPOSITION
4
Page 5
Based on (i) Deed of Statement of Shareholders Resolutions No. 13, dated 26 January 2004, made
before Fathiah Helmi, SH, LLM, Notary in Jakarta, which has obtained the approval of the MOL
based on Decree No. C-02207 HT.01.04. TH.2004 dated 29 January 2004 and has been notified
to the MOL as stated in the Notification Receipt on the Deed of Amendment to the Articles of
Association No. C-02208 HT.01.04.TH.2004 dated 29 January 2004, all of which have been
registered in the Company Register under No. 112 RUB.09.03/II/2004 dated 6 February 2004, and
has been announced in State Gazette No. 16 dated 24 February 2004, Supplement No. 1990, and
(ii) the Company’s Shareholders Registry as per 31 March 2025 issued by PT Adimitra Jasa
Korpora as the Share Registrar appointed by ADMF, the capital structure and shareholding
composition of ADMF are as follows:
Share Nominal Value @ IDR 100 per share
Description
Number of Shares Nominal Value %
Authorized Capital 4,000,000,000 400,000,000,000
Issued and Paid-up Capital
- Bank Danamon 920,700,000 92,070,000,000 92.07
- Public* 79,300,000 7,930,000,000 7.93
Total Issued and Paid-up Capital 1,000,000,000 100,000,000,000 100
Shares in Portfolio 3,000,000,000 300,000,000,000
* a combination of ADMF’s shareholders who have share ownership of less than 5% (five percent) of the total
issued and paid-up capital of ADMF.
3. MANAGEMENT AND SUPERVISION
a. Members of BOD and BOC
Based on the Deed of Resolution of the Annual General Meeting of Shareholders of No. 99
dated 27 March 2024, made before Mala Mukti, SH, LLM, Notary in Jakarta which has been
notified to the MOL as stated in the Notification Receipt on the Amendment to the Company
Data No. AHU-AH.01.09-0140556, dated 5 April 2024 and has been registered in the
Company Register at the MOL under No. AHU-0071641.AH.01.11.Tahun 2024 dated 5 April
2024 (“Deed No. 99/2024”) jo. the Deed of Resolution of the Annual General Meeting of
Shareholders of No. 117 dated 26 July 2024, made before Mala Mukti, SH, LLM, Notary in
Jakarta, which has been notified to the MOL as stated in the Notification Receipt on the
Amendment to the Company Data No. AHU-AH.01.09-0233796, dated 31 July 2024 and has
been registered in the Company Register at the MOL under No. AHU-
0157578.AH.01.11.TAHUN 2024 dated 31 July 2024 (“Deed No. 117/2024”) jo. the Deed of
Resolution of the Annual General Meeting of Shareholders of No. 127 dated 25 March 2025,
made before Mala Mukti, SH, LLM, Notary in Jakarta which has been notified to the MOL as
stated in the Notification Receipt on the Amendment to the Company Data No. AHU-
AH.01.09-0173765, dated 27 March 2025 and has been registered in the Company Register
at the MOL under No. AHU-0074462.AH.01.11.TAHUN 2025 dated 27 March 2025, the
current members of BOD and BOC of ADMF are as follows:
BOD
No. Position Name
1 President Director I Dewa Made Susila
2 Director Swandajani Gunadi
3 Director Niko Kurniawan Bonggowarsito
4 Director Harry Latif
5 Director Denny Riza Farib
6 Director Sylvanus Gani Kukuh Mendrofa
7 Director Takanori Mizuno
8 Director Sigit Hendra Gunawan
9 Director Ricky Gunawan*
*Effective after passing the fit and proper test from OJK.
BOC
5
Page 6
No. Position Name
1 President Commissioner Daisuke Ejima
2 Independent Commissioner Krisna Wijaya
3 Independent Commissioner Manggi Taruna Habir
4 Commissioner Congsin Congcar
5 Commissioner Honggo Widjojo Kangmasto*
*Effective after passing the fit and proper test from OJK .
b. Sharia Supervisory Board
Based on Deed No. 99/2024, ADMF's Sharia Supervisory Board is as follows:
No. Position Name
1 Chairman Fathurrahman Djamil
2 Member Noor Ahmad
3 Member Rini Fatma Kartika
4. BUSINESS ACTIVITIES
Based on Article 3 of ADMF's AOA, the objective and purpose of ADMF is to engage in the financing
company and sharia financing company which is sharia business unit. To achieve these aims and
purposes, ADMF may carry out the following main business activities:
a) Financing Company Activities, covering the following:
- Investment Financing.
- Working Capital Financing.
- Multipurpose Financing.
- Other financing business activities based on approval from OJK.
- Operating lease and/or fee-based services to the extent that it is not contrary to the
provisions of laws and regulations in the financial services sector.
b) Sharia Business Unit Activities, covering the following:
- Sale-and-Purchase Financing.
- Investment Financing.
- Services Financing.
ADMF obtained its conventional financing business license from the Ministry of Finance based on
Letter of Decree of Ministry of Finance No. 253/KMK.013/1991 dated 4 March 1991 on the Granting
of Business License as Financing Company to PT Adira Dinamika Multi Finance, which valid as
long as ADMF carries out business activities as a financing company.
ADMF obtained its sharia financing business license from OJK based on OJK Decree No. KEP-
172/NB.223/2015 dated 24 June 2015 on the Granting of Permit to Open Sharia Business Unit of
Financing Company to PT Adira Dinamika Multi Finance, which valid as long as ADMF carries out
sharia business unit activities.
B. MFIN
1. BRIEF HISTORY
Indonesia under the name of PT Vidya Cipta Leasing Corporation and having its domicile in Central
Jakarta. MFIN was established by virtue of Deed of Establishment No. 147, dated 13 August 1983,
made before Joenoes Enoeng Maogimon, S.H., Notary in Jakarta, which has obtained ratification
of the MOL based on Decision Letter No. 02-6783.HT.01.01.TH.83, dated 15 October 1983, which
has been registered in Central Jakarta District Court under No. 4072/1983, No. 4073/1983, No.
4074/1983 dated 21 October 1983, and has been announced in State Gazette No. 63 dated 8
August 1989, Supplement No. 1526 (hereinafter referred to as "Deed of Establishment of MFIN").
6
Page 7
The AOA under the Deed of Establishment of MFIN has been amended several times, most recently
by the Deed of Minutes of Meeting of Extraordinary General Meeting of Shareholders No. 49, dated
13 November 2024, made before Mala Mukti, SH, Notary in Jakarta, which has been approved by
and notified to the MOL as stated in the Approval Letter on the Amendment of Articles of Association
No. AHU-0079868.AH.01.02.Tahun 2024, and Letter of Notification Receipt on the Amendment of
Articles of Association No. AHU-AH.01.03-0219091 dated 18 March 2025, and has been registered
at the Company Registration held by the MOL under No. AHU-0266888.AH.01.11.TAHUN 2025
dated 9 December 2024 (“Deed No. 49/2024”) jo. the Deed of Extraordinary General Meeting of
Shareholders Resolutions No. 91, dated 21 February 2025, made before Mala Mukti, SH, Notary
in Jakarta, which has been notified to the MOL as stated in Letter of Notification Receipt on the
Amendment to Company Data No. AHU-AH.01.09-0150094 dated 18 March 2025, and has been
registered at the Company Registration held by the MOL under No. AHU-
0064642.AH.01.11.TAHUN 2025 dated 18 March 2025 (“Deed No. 91/2025”).
MFIN's head office is located at Mandala Finance Building, Jl. Menteng Raya No. 24 A-B, Central
Jakarta 10340, Indonesia.
2. CAPITAL STRUCTURE AND SHAREHOLDING COMPOSITION
Based on (i) Deed No. 49/2024 jo. Deed No. 91/2025, and (ii) MFIN’s Shareholders Registry as per
31 March 2025 issued by PT Sinartama Gunita as the Share Registrar appointed by MFIN, the
capital structure and shareholding composition of MFIN are as follows:
Share Nominal Value @ IDR 50 per share
Description
Number of Shares Nominal Value %
Authorized Capital 8,000,000,000 400,000,000,000
Issued and Paid-up Capital
- MUFG 2,389,384,969 119,469,234,800 89.26
- Company 267,703,000 13,385,150,000 10
- Public* 19,799,903 989,995,150 0.74
Total Issued and Paid-up Capital 2,676,887,872 133,844,393,600 100
Shares in Portfolio 5,323,112,128 266,155,606,400
*a combination of MFIN's shareholders who have share ownership of less than 5% (five percent) of the total
issued and paid-up capital of MFIN.
3. MANAGEMENT AND SUPERVISION
a. Members of BOD and BOC
Based on (i) the Deed of Minutes of Meeting of the Extraordinary General Meeting of
Shareholders of No. 14 dated 13 February 2024, made before Leolin Jayayanti, SH, MH,
Notary in Jakarta, and (ii) the Deed of Resolution of the General Meeting of Shareholders of
No. 41 dated 25 September 2024, made before Leolin Jayayanti, SH, MH, Notary in Jakarta
which has been notified to the MOL as stated in the Notification Receipt on the Amendment
to the Company Data No. AHU-AH.01.09-0255967, dated 25 September 2024 and has been
registered in the Company Register at the MOL under No. AHU-0205047.AH.01.11TAHUN
2024 dated 26 September 2024, (iii) Deed No. 91/2025, (iv) Resume of GMS of MFIN No.
054/Srt/IV/2025 dated 17 April 2025 issued by Mala Mukti SH, LLM, Notary in Jakarta, the
current members of BOD and BOC of MFIN are as follows:
BOD
No. Position Name
1 President Director Danny Hendarko*
2 Director Christel Lasmana
3 Director Sandy Susanto
4 Director Frederick Nathanael
5 Director Roberto AK Un
7
Page 8
* Effective after passing the fit and proper test from OJK. Before the obtainment of the OJK approval on fit and
proper test as President Director, Mr. Danny Hendarko will old position as Director of MFIN based on Decree of
Board of Commissioners of OJK No. KEP-46/PL.02/2024 dated 7 February 2024.
BOC
No. Position Name
1 President Commissioner Niko Kurniawan Bonggowarsito
2 Commissioner Takanori Mizuno
3 Independent Commissioner Rizal Bambang Prasetijo
b. Sharia Supervisory Board
MFIN's Sharia Supervisory Board is as follows:
No. Name
1 Saptono Budi Satryo
4. BUSINESS ACTIVITIES
Based on Article 3 of MFIN's AOA, the objective and purpose of MFIN is to engage in the financing
company and sharia financing company which is sharia business unit. To achieve these objective
and purpose, MFIN may carry out the following main business activities:
a. Financing Company Activities, covering the following:
- Investment Financing
- Working Capital Financing
- Multipurpose Financing
- Other financing business activities based on approval from OJK.
- Operating lease and/or fee-based services to the extent that it is not contrary to the
provisions of laws and regulations in the financial services sector
b. Sharia Business Unit Activities, covering the following:
- Sale-and-Purchase Financing;
- Investment Financing; and/or
- Services Financing.
MFIN obtained its conventional financing business license from the Ministry of Finance based on
Letter of Decree of Ministry of Finance No. 323/KMK.017/1997 dated 21 Juli 1997 regarding the
Amendment of Decree of Ministry of Finance No. KEP-002/KM.11/1984 dated 6 January 1984 on
the Granting of Business License as Financing Company to PT Mandala Multifinance Tbk
(previously known as PT Vidya Cipta Leasing Corporation) as lastly extended by Letter of Decree
of Ministry of Finance No. Kep-133/KM.13/1988 tanggal 18 July 1988, which applies as long as
MFIN carries out business activities as a financing company.
MFIN obtained its sharia financing business license from OJK based on OJK Decree No. Kep-
125/NB.223/2015 dated 9 June 2015 on the Granting of Permit to Open Sharia Business Unit of
Financing Company to PT Mandala Multifinance Tbk, which applies as long as ADMF carries out
sharia business unit business activities.
VII. NATURE OF AFFILIATION
The Company and MFIN have an affiliate relationship because they are directly and indirectly
controlled by the same party, which is MUFG Bank Ltd.
VIII. SUMMARY OF SHARES VALUATION REPORT
1. ADMF
8
Page 9
a. Party
KJPP KR has been appointed by ADMF as an independent appraiser to provide an opinion
on the market value of 100% of ADMF 's shares as of 31 December 2024.
b. Object of Appraisal
The object of appraisal is the market value of 100.00% of ADMF's shares.
c. Purpose of Appraisal
The purpose of appraisal is to obtain an independent opinion on the market value of
100.00% of ADMF's shares expressed in IDR and/or its equivalent as of 31 December
2024.
The purpose of appraisal is to provide a general overview of the market value of 100.00%
of ADMF's shares, which will subsequently be used as a reference and consideration by
ADMF's management in the implementation of the Merger.
d. Assumptions and Limitations
This valuation is prepared based on market and economic conditions, general business
and financial conditions, and Government Regulations applicable up to the date of
issuance of this valuation report.
The valuation of 100.00% of ADMF's shares conducted using the discounted cash flow
method is based on the financial report projections prepared by ADMF's management. In
preparing the financial report projections, various assumptions by KJPP KR were
developed based on ADMF's performance in previous years and the management's plans
for the future. KJPP KR has made several adjustments to the financial report projections
to reflect ADMF's operating conditions and performance more fairly during the valuation.
Overall, no significant adjustments have been applied to ADMF's performance targets,
reflecting its fiduciary duty. KJPP KR is responsible for the valuation and fairness of the
financial report projections based on ADMF's historical performance and information from
ADMF's management regarding these financial report projections. KJPP KR is also
responsible for ADMF's valuation report and the final value conclusion.
In the valuation assignment, KJPP KR assumes the fulfillment of all of ADMF's terms and
obligations. KJPP KR also assumes that from the valuation date until the date of issuance
of the valuation report, no material changes occur that could affect the assumptions used
in the valuation. KJPP KR is not responsible for reaffirming or supplementing or updating
the opinion due to changes in assumptions and terms and events occurring after the report
date.
In conducting the analysis, KJPP KR assumes and relies on the accuracy, reliability, and
completeness of all financial information and other information provided by ADMF or
available to the public, which is essentially true, complete, and not misleading, and KJPP
KR is not responsible for conducting an independent investigation of such information.
KJPP KR also relies on assurances from ADMF's management that they are not aware of
any facts that would cause the information provided to us to be incomplete or misleading.
The valuation analysis of 100.00% of ADMF's shares is prepared using the data and
information as disclosed above. Any changes in the data and information may materially
affect the results of KJPP KR's opinion. KJPP KR is not responsible for changes in the
valuation conclusions and any loss, damage, cost, or expense caused by undisclosed
information that results in the data obtained being incomplete and/or potentially misleading.
Because KJPP KR's valuation results are highly dependent on the data and assumptions
underlying them, changes in data sources and assumptions based on market data will alter
9
Page 10
KJPP KR's valuation results. Therefore, changes in the data used may affect the valuation
results, and such differences may be material. Although the contents of this valuation report
have been prepared in good faith and professionally, KJPP KR cannot accept responsibility
for potential differences in conclusions caused by additional analysis, the application of the
valuation results as a basis for transaction analysis, or any changes in the data used as
the basis for valuation. The valuation report of 100.00% of ADMF's shares is a non-
disclaimer opinion and is an open report to the public unless there is confidential
information in the report that may affect ADMF's operations.
KJPP KR's work related to the valuation of 100.00% of ADMF's shares is not and cannot
be interpreted in any form as a review or audit or execution of certain procedures on
financial information. The work is also not intended to uncover weaknesses in internal
control, errors or irregularities in financial statements, or violations of the law. Furthermore,
KJPP KR has also obtained information regarding the legal status of ADMF based on
ADMF's articles of association.
e. Approach and Valuation Method
The valuation of 100.00% of ADMF's shares is based on internal and external analysis.
Internal analysis is conducted based on data provided by management, historical analysis
of ADMF’s financial position reports and comprehensive income statements, review of
ADMF's operating conditions and management as well as resources. ADMF's future
prospects are evaluated based on the business plan and financial report projections
provided by management, which have been assessed for fairness and consistency.
External analysis is carried out based on a brief review of external factors considered as
value drivers, including a brief review of the prospects of the related industry.
In applying the valuation method to determine the indicative market value of the "business
interest," it is crucial to rely on financial statements (financial position reports and
comprehensive income statements). Therefore, adjustments to the net book value of the
financial position report and normalization of profits in the comprehensive income
statement are typically prepared by management based on historical figures. The book
value of the company as reflected in the financial position report and comprehensive
income statement represents acquisition value and does not fully reflect the economic
value that can be used as a reference for the company's market value at the time of
valuation.
The valuation methods used in the valuation of 100.00% of ADMF's shares are the
discounted cash flow method and the comparable company method listed on the stock
exchange.
The discounted cash flow method is used considering that the business activities carried
out by the Company in the future will still fluctuate according to the estimated business
development of ADMF. In conducting the valuation through this method, ADMF's business
activities are projected based on the estimated business development of ADMF. Future
cash flows generated from the financial report projections are converted into present value
using a discount rate that corresponds to the level of risk. The indicative value is the total
present value of future cash flows.
The comparable company method listed on the stock exchange is used in this valuation,
although there is not yet available information on similar companies with the same scale of
business and assets in the public company stock market; however, it is expected that
available public company stock data can be used as comparative data for the value of the
shares owned by ADMF.
The approaches and valuation methods above are considered most appropriate to be
applied in this assignment and have been approved by ADMF's management. There is a
possibility that the application of other approaches and valuation methods could yield
different results.
10
Page 11
Subsequently, the values obtained from each of these methods are reconciled with
weighting.
f. Value Conclusion
Based on the results of the analysis of all data and information received by KJPP KR and
considering relevant factors that affect the valuation, according to the opinion of KJPP KR,
the market value of 100.00% of ADMF's shares as of December 31, 2024, is IDR 27.78
trillion.
2. MFIN
MFIN has appointed KJPP SRR as an independent appraiser to provide an opinion on the market
value of 100.00% of MFIN's shares as of December 31, 2024. The approaches used in the valuation
of MFIN's shares are the income-based approach with the Discounted Cash Flow method ("DCF")
and the market-based approach with the Guideline Publicly Traded Company Method ("GPTC").
The valuation of 100.00% of MFIN's shares conducted using the discounted cash flow method is
based on the financial report projections prepared by MFIN's management. KJPP SRR uses
adjusted financial projections that reflect the fairness of the financial projections made by MFIN's
management with its achievement capability (fiduciary duty). Based on the results of the analysis
of all data and information received by KJPP SRR and considering all relevant factors that affect
the valuation, KJPP SRR opines that the market value of 100.00% of MFIN's shares as of
December 31, 2024, is IDR 7.28 trillion.
a. Parties
KJPP SRR has been appointed by MFIN as an independent appraiser to provide an opinion
on the market value of 100% of MFIN's shares as of December 31, 2024.
b. Object of Appraisal
The object of appraisal is the market value of 100.00% of MFIN's shares.
c. Purpose of Appraisal
The purpose of appraisal is to obtain an independent opinion on the market value of
100.00% of MFIN's shares expressed in IDR and/or its equivalent as of December 31,
2024.
The purpose of appraisal is to provide a general overview of the market value of 100.00%
of MFIN's shares, which will subsequently be used as a reference and consideration by
MFIN's management in the implementation of the Merger.
d. Assumptions and Limitations
The assumptions and limiting conditions used in the valuation are as follows :
- The Valuation Report of 100.00% of MFIN's shares is a non-disclaimer opinion report.
- KJPP SRR has reviewed the documents used in the valuation process of 100.00% of
MFIN's shares.
- The data and information used in the valuation of 100.00% of MFIN's shares are
obtained from sources that can be trusted for their accuracy.
- KJPP SRR uses adjusted financial projections that reflect the fairness of the financial
projections made by MFIN's management with its achievement capability (fiduciary
duty).
- KJPP SRR is responsible for the execution of the valuation and the fairness of the
financial projections.
- The Valuation Report of 100.00% of MFIN's shares is open to the public unless there
is confidential information that may affect MFIN's operations.
11
Page 12
- KJPP SRR is responsible for the Valuation Report of 100.00% of MFIN's shares and
the final value conclusion.
- KJPP SRR has obtained information on the legal status of MFIN's shares from MFIN.
e. Approach and Valuation Method
The approaches used in the valuation of 100.00% of MFIN's shares are the income-based
approach with the DCF and the market-based approach with the GPTC:
The income-based approach with the DCF method is used in the valuation of 100.00% of
MFIN's shares, considering that MFIN's business activities in the future will still fluctuate
according to the estimated business development of MFIN.
The market-based approach with the GPTC method is used in the valuation of 100.00% of
MFIN's shares because, although there is no information on similar companies with the
same scale of business and assets available in the public company stock market, it is
expected that available public company stock data can be used as comparative data for
the value of MFIN's shares.
Subsequently, the values obtained from each of these approaches are reconciled with
weighting to arrive at the value conclusion for 100.00% of MFIN's shares.
f. Value Conclusion
Based on the results of the analysis of all data and information received by KJPP SRR and
considering all relevant factors that affect the valuation, KJPP SRR opines that the market
value of 100.00% of MFIN's shares as of December 31, 2024, is IDR 7.28 trillion.
IX. SUMMARY OF FAIRNESS OPINION
Based on the scope of works, assumptions, data, and information acquired from ADMF's
management which was used in the preparation of this Fairness Opinion report, a review of the
financial impact on the Merger as disclosed in the Fairness Opinion report, therefore in KJPP KR
opinion, the Merger is fair.
a. Parties
The parties involved in the Merger are ADMF and MFIN.
b. Object of Appraisal
The object of the fairness opinion is ADMF's plan to conduct a Business Merger with MFIN,
with a conversion ratio of ADMF shares to MFIN shares being 1 : 0.052401, where each
MFIN share is theoretically entitled to an additional number of ADMF shares amounting to
0.052401 shares, or a total of 235,803,109 ADMF shares, equivalent to 19.08% of ADMF
's shares after the Merger. After the Merger becomes effective, ADMF will be the entity that
survives the merger (surviving entity).
c. Purpose of Appraisal
The purpose of preparing the Fairness Opinion is to provide an overview of the fairness of
the Merger. The intention of preparing the Fairness Opinion is to comply with POJK No.
74/2016 and POJK 42/2020
d. Assumptions and Limitations
The Analysis of the Fairness Opinion on the Merger is prepared using data and information
that has been reviewed by KJPP KR. In conducting the analysis, KJPP KR relies on the
12
Page 13
accuracy, reliability, and completeness of all financial information, information regarding
the legal status of ADMF, and other information provided to KJPP KR by ADMF or available
to the public, and KJPP KR is not responsible for the accuracy of that information. Any
changes to such data and information can materially affect the conclusions of KJPP KR.
KJPP KR also relies on assurances from ADMF's management that they are not aware of
any facts that would render the information provided to KJPP KR incomplete or misleading.
Therefore, KJPP KR is not responsible for changes in KJPP KR's Fairness Opinion
conclusions caused by changes in such data and information.
The financial projections of ADMF before and after the Merger are prepared by ADMF's
management. KJPP KR has reviewed these financial projections, and they reflect the
operating conditions and performance of ADMF. Overall, no significant adjustments need
to be made by KJPP KR to ADMF's performance targets.
The Fairness Opinion Report on the Merger is a non-disclaimer opinion report and is open
to the public unless there is confidential information in the report that may affect ADMF's
operations. Furthermore, KJPP KR has also obtained information regarding the legal status
of ADMF based on ADMF's Articles of Association.
KJPP KR's work related to the Merger is not and cannot be interpreted in any form as a
review or audit or execution of certain procedures on financial information. The work is also
not intended to uncover weaknesses in internal control, errors, or irregularities in financial
statements, or violations of law. In addition, KJPP KR is not authorized and is not in a
position to obtain and analyze other forms of transactions that exist and may be available
to ADMF, apart from the Merger and the impact of those transactions on the Merger.
The Fairness Opinion is prepared based on market and economic conditions, general
business and financial conditions, and government regulations related to the Merger plan
as of the date of issuance of the Fairness Opinion.
In preparing the Fairness Opinion, KJPP KR applies several assumptions, such as the
fulfillment of all terms and obligations of ADMF and all parties involved in the Merger. The
Merger will be implemented as described according to the established timeframe and the
accuracy of information regarding the Merger disclosed by ADMF's management.
The Fairness Opinion should be viewed as a whole, and the use of partial analysis and
information without considering other information and analyses in their entirety can lead to
misleading views and conclusions regarding the process underlying the Fairness Opinion.
The preparation of the Fairness Opinion is a complex process and may not be
accomplished through incomplete analysis.
KJPP KR also assumes that from the date of issuance of the Fairness Opinion until the
date of execution of the Merger, there are no changes that can materially affect the
assumptions used in the preparation of the Fairness Opinion. KJPP KR is not responsible
for reaffirming or supplementing or updating KJPP KR's opinion due to changes in
assumptions and conditions and events occurring after the date of the letter. The
calculations and analyses in the Fairness Opinion have been conducted properly, and
KJPP KR is responsible for the Fairness Opinion report.
The conclusion of the Fairness Opinion is valid without changes that could materially
impact the Merger. Such changes include, but are not limited to, changes in conditions both
internal to ADMF and external in market and economic conditions, general business, trade,
and financial conditions, as well as Indonesian government regulations and other related
regulations after the date of issuance of the Fairness Opinion report. If such changes occur
13
Page 14
after the date of issuance of the Fairness Opinion report, the Fairness Opinion on the
Merger may differ.
e. Approach and Valuation Method
In conducting the Fairness Opinion valuation on the Merger, KJPP KR has performed
analysis through the approach and procedures of the Fairness Opinion on the Merger as
follows:
a. Analysis of the Merger
The Analysis of the Merger is conducted based on information regarding the Merger
provided by ADMF's management, which involves the transaction of the Merger
between ADMF and MFIN, where ADMF is the Surviving Company and MFIN is the
Merging Company with a share conversion ratio between ADMF and MFIN of 1 :
0.052401.
This transaction is an affiliate transaction and a business merger transaction as
regulated in POJK No. 42/2020 and POJK 74/2016.
b. Qualitative and Quantitative Analysis of the Merger
The qualitative and quantitative analysis of the Merger is conducted by reviewing the
financing institution industry, which provides a general overview of the performance
development of the financing institution industry globally and in Indonesia, analyzing
the operational activities and business prospects of ADMF, reasons for the Merger,
advantages and disadvantages of the Merger, and analyzing the historical financial
performance of ADMF based on ADMF's financial statements for the years ending
on December 31, 2020 – 2024, which have been audited.
Furthermore, KJPP KR also conducts an analysis of the pro forma reports and
incremental analysis of the Merger, where after the Merger becomes effective, based
on ADMF's pro forma financial statements, ADMF has the potential to gain additional
equity and interest, sharia, and premium income for the years ending on December
31, 2025 – 2029, which is expected to improve ADMF's financial performance in the
future.
c. Analysis of the Fairness of the Merger.
The analysis of the fairness of the Merger is conducted through qualitative and
quantitative analysis of the Merger. Qualitative analysis is performed by considering
the benefits, risks, and potential gains from the Merger for all shareholders of ADMF.
Furthermore, quantitative analysis is conducted by considering the potential gains
before and after the Merger, reviewed from ADMF's financial projections and the
agreed share conversion factor between ADMF's Board of Directors and MFIN,
which is equal to the market value per share between ADMF and MFIN based on the
appraisal results by KJPP KR and KJPP SRR.
f. Value Conclusion
Based on the scope of work, assumptions, data, and information obtained from ADMF's
management used in the preparation of the Fairness Opinion report, as well as the review
of the financial impact of the Merger as disclosed in the Fairness Opinion report, it is KJPP
KR's opinion that this Merger is fair.
X. EXPLANATION, CONSIDERATIONS, AND REASONS FOR CONDUCTING THE AFFILIATE
TRANSACTION COMPARED TO SIMILAR TRANSACTIONS NOT CONDUCTED WITH
AFFILIATED PARTIES
14
Page 15
The details regarding the explanation, considerations, and reasons for conducting the Affiliate
Transaction are explained in more detail in the Summary of the Merger Plan.
XI. STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
The Board of Directors of the Company states that in accordance with the provisions of Article 3 of
POJK 42/2020, the Affiliate Transaction has undergone adequate procedures to ensure that the
Affiliate Transaction is conducted in accordance with generally accepted business practices.
Furthermore, in accordance with the provisions of Article 10 letter (i) of POJK 42/2020, the Board
of Directors and the Board of Commissioners of the Company declare that: (i) the Affiliate
Transaction does not contain a Conflict of Interest; and (ii) all material information has been
disclosed in this document and the information is not misleading.
XII. ADDITIONAL INFORMATION
For shareholders who require further information regarding this Affiliate Transaction, please feel
free to contact:
PT MANDALA MULTIFINANCE TBK
Domiciled in Central of Jakarta
Head Office
Mandala Finance Building
Jl. Menteng Raya No. 24 A-B
Central Jakarta 10340
Indonesia
Phone: (+62 21) 2925 9955
Fax: (+62 21) 2925 9950
Website address: https://mandalafinance.com
Email: corsec@mandalafinance.com
15
Names mentioned 61 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
org
Minister of Law
p.2
unresolved
org
Ministry of Justice
p.2
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
Suwendho Rinaldy dan Rekan
p.3
unresolved
org
KJPP SRR
p.3 ×18
unresolved
org
KJPP Kusnanto dan Rekan
p.4
unresolved
org
KJPP Kusnanto
p.4
unresolved
org
KJPP KR
p.4 ×38
unresolved
person
Misahardi Wilamarta
· Notaris
p.4
unresolved
org
South Jakarta District Court
p.4
unresolved
person
Mala Mukti
· Notaris
p.4 ×12
unresolved
person
Fathiah Helmi
· Notaris
p.5
unresolved
org
PT Adimitra Jasa Korpora
p.5
unresolved
person
Noor Ahmad
· Member
p.6
unresolved
person
Rini Fatma Kartika
· Member
p.6
unresolved
org
Ministry of Finance
p.6 ×6
unresolved
org
PT Vidya Cipta Leasing Corporation
p.6 ×2
unresolved
person
Joenoes Enoeng Maogimon
· Notaris
p.6
unresolved
org
Central Jakarta District Court
p.6
unresolved
person
Leolin Jayayanti
· Notaris
p.7 ×3
unresolved
—
Saptono Budi Satryo
p.8
unresolved
org
Financing Company Activities, covering the following:
p.8
unresolved
—
Multipurpose Financing
p.8
unresolved
org
Operating lease and/or fee-based services to the extent that it is not contrary to
p.8
unresolved
—
Sharia Business Unit Activities, covering the following:
p.8
unresolved
—
Sale-and-Purchase Financing;
p.8
unresolved
org
Investment Financing; and/or
p.8
unresolved
—
NATURE OF AFFILIATION
p.8
unresolved
—
SUMMARY OF SHARES VALUATION
p.8
unresolved
—
ADMF
p.8
unresolved
org
KJPP KR's
p.9 ×7
unresolved
org
KJPP KR. In
p.12
unresolved
org
KJPP KR. KJPP KR
p.13
unresolved
org
KJPP KR's Fairness Opinion
p.13
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.