Back to announcement
20250521_ADMF_Laporan Informasi dan Fakta Material_31888051_lamp1.pdf
Asset transaction Needs review ADMFSource file signed link, expires in 15 minutes
Extracted text 15
Page 1
DISCLOSURE OF INFORMATION RELATED TO AFFILIATE TRANSACTIONS
PT ADIRA DINAMIKA MULTI FINANCE 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 ADIRA DINAMIKA MULTI FINANCE TBK
Domiciled in South Jakarta
Head Office
Millennium Centennial Center 53rd, 56th-61st Floor
Jl. Jenderal Sudirman Kav. 25
South Jakarta 12920
Indonesia
Phone (+62 21) 3973-3322
Fax: (+62 21) 2992 8200 / 8300
Website address: https://www.adira.co.id/
Email: af.corsec@adira.co.id
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 or Company : 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 : 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 MFIN 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 between the Company and MFIN is a strategic initiative aimed at strengthening the
Company's market position in the Indonesian automotive financing industry as the Surviving
Company of the Merger, particularly in Eastern Indonesia. As one of the leading financing
companies, the Company continuously seeks opportunities to enhance service offerings,
operational efficiency, and customer reach. MFIN, with its regional presence and strong customer
base, brings valuable expertise, distribution channels, and operational synergies that complement
the Company's strengths.
This Merger is driven by several strategic objectives, including:
1. Enhancing Service and Customer Experience – By integrating MFIN’s strengths, ADMF can
provide a wider range of financing solutions, improved customer service, and greater
accessibility, ensuring continuity and reliability for both existing and new customers.
2. Expanding Market Reach and Business Growth – The Merger allows ADMF to expand into new
geographic areas and customer segments, leveraging MFIN’s established presence while
reinforcing its leadership in the automotive financing sector.
3. Driving Innovation and Digital Transformation – Through the combined expertise in analytics,
digital platforms, and customer engagement, ADMF will accelerate the development of
innovative financing solutions such as supply chain financing, Small-Medium Enterprises
financing solutions, and digital lending to support a broader spectrum of businesses and
consumers.
4. Optimizing Operational and Cost Efficiencies – The Merger integration will unlock operational
efficiencies by streamlining processes, optimizing branch and agent networks, and leveraging
shared resources, ultimately reducing costs and improving profitability.
5. Ensuring Business Continuity and Regulatory Compliance – ADMF is committed to a smooth
transition by proactively mitigating risks related to customer loss, strategic misalignment,
operational disruptions, and compliance requirements set by OJK and other regulatory
bodies. The Merger Team is responsible for ensuring that integration activities for the purpose
of the Merger are executed accurately, efficiently, and within regulatory timelines.
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 MFIN.
3
Page 4
V. VALUE OF THE TRANSACTION
The Company has appointed KJPP Kusnanto dan Rekan (“KJPP KR”) to provide an opinion as an
independent appraiser, on the market value of 100.00% of the Company's shares as of 31
December 2024. The methods used in the valuation of 100.00% of the Company's shares are the
discounted cash flow method and the comparable company method listed on the stock exchange.
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
KR 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 KR and considering relevant factors
that affect the valuation, according to the opinion of KJPP KR, the market value of 100.00% of the
Company's shares as of December 31, 2024, is Rp 27.78 trillion.
MFIN has appointed Suwendho Rinaldy dan Rekan ("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 Rp 7.28 trillion.
From the results of the valuation by KJPP KR and KJPP SRR, the comparison between the market
value of ADMF shares and MFIN shares is 1 : 0.052401. Theoretically, the percentage of shares
owned by the shareholders of the Company and MFIN will be proportionally diluted based on the
conversion ratio, where each 1 (one) share in MFIN will be equivalent to 0.052401 shares in the
Company. After the Merger, all shares held by MFIN shareholders, except those owned by the
Company, will be exchanged for 235,803,109 shares in the Company.
VI. NAMES OF PARTIES INVOLVED IN THE TRANSACTION
A. THE COMPANY
1. BRIEF HISTORY
The Company 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 the Company").
The AOA of Company under the Deed of Establishment of Company 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.
The Company's head office is located at Millennium Centennial Center 53rd, 56th-61st Floor, Jl.
Jenderal Sudirman Kav. 25, South Jakarta 12920, Indonesia.
4
Page 5
2. CAPITAL STRUCTURE AND SHAREHOLDING COMPOSITION
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 the Company, the capital structure and shareholding
composition of the Company 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 the Company’s shareholders who have share ownership of less than 5% (five percent) of
the total issued and paid-up capital of the Company.
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 the Company 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*
5
Page 6
*Effective after passing the fit and proper test from OJK.
BOC
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, the Company'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.
The Company 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 the Company carries out business activities as a financing company.
The Company 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 the
Company 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
6
Page 7
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").
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
7
Page 8
4 Director Frederick Nathanael
5 Director Roberto AK Un
* 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.
8
Page 9
VIII. SUMMARY OF SHARES VALUATION REPORT
1. Company
a. Party
KJPP KR has been appointed by the Company as an independent appraiser to provide an
opinion on the market value of 100% of the Company's shares as of 31 December 2024.
b. Object of Appraisal
The object of appraisal is the market value of 100.00% of the Company's shares.
c. Purpose of Appraisal
The purpose of appraisal is to obtain an independent opinion on the market value of
100.00% of the Company'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 the Company's shares, which will subsequently be used as a reference and
consideration by the Company'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 the Company's shares conducted using the discounted cash
flow method is based on the financial report projections prepared by the Company's
management. In preparing the financial report projections, various assumptions by KJPP
KR were developed based on the Company'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 the Company's operating conditions and performance more
fairly during the valuation. Overall, no significant adjustments have been applied to the
Company's performance targets, reflecting its fiduciary duty. KJPP KR is responsible for
the valuation and fairness of the financial report projections based on the Company's
historical performance and information from the Company's management regarding these
financial report projections. KJPP KR is also responsible for the Company's valuation report
and the final value conclusion.
In the valuation assignment, KJPP KR assumes the fulfillment of all of the Company'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 the Company
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 the Company'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 the Company'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
9
Page 10
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
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 the Company'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 the Company's operations.
KJPP KR's work related to the valuation of 100.00% of the Company'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 the Company based
on the Company's articles of association.
e. Approach and Valuation Method
The valuation of 100.00% of the Company's shares is based on internal and external
analysis. Internal analysis is conducted based on data provided by management, historical
analysis of the Company's financial position reports and comprehensive income
statements, review of the Company's operating conditions and management as well as
resources. The Company'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 the Company'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 the Company. In conducting the valuation through this method, the
Company's business activities are projected based on the estimated business
development of the Company. 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
10
Page 11
available public company stock data can be used as comparative data for the value of the
shares owned by the Company.
The approaches and valuation methods above are considered most appropriate to be
applied in this assignment and have been approved by the Company's management. There
is a possibility that the application of other approaches and valuation methods could yield
different results.
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 the Company'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.
11
Page 12
- 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.
- 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 the Company and MFIN.
b. Object of Appraisal
The object of the fairness opinion is the Company's plan to conduct a Business Merger
with MFIN, with a conversion ratio of Company shares to MFIN shares being 1 : 0.052401,
where each MFIN share is theoretically entitled to an additional number of Company shares
amounting to 0.052401 shares, or a total of 235,803,109 Company shares, equivalent to
19.08% of the Company's shares after the Merger. After the Merger becomes effective, the
Company will be the entity that survives the merger (surviving entity).
12
Page 13
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
accuracy, reliability, and completeness of all financial information, information regarding
the legal status of the Company, and other information provided to KJPP KR by the
Company 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 the Company'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 the Company before and after the Merger are prepared by the
Company's management. KJPP KR has reviewed these financial projections, and they
reflect the operating conditions and performance of the Company. Overall, no significant
adjustments need to be made by KJPP KR to the Company'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 the
Company's operations. Furthermore, KJPP KR has also obtained information regarding the
legal status of the Company based on the Company'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 the Company, 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 the Company 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 the Company'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
13
Page 14
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 the Company 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 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 the Company's management, which involves the transaction of the
Merger between the Company and MFIN, where the Company is the Surviving
Company and MFIN is the Merging Company with a share conversion ratio between
the Company 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 the Company, reasons for the
Merger, advantages and disadvantages of the Merger, and analyzing the historical
financial performance of the Company based on the Company'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 the Company's pro forma financial statements, the Company 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 the Company'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 the
Company. Furthermore, quantitative analysis is conducted by considering the
potential gains before and after the Merger, reviewed from the Company's financial
projections and the agreed share conversion factor between the Company's Board
of Directors and MFIN, which is equal to the market value per share between the
Company and MFIN based on the appraisal results by KJPP KR and KJPP SRR.
14
Page 15
f. Value Conclusion
Based on the scope of work, assumptions, data, and information obtained from the
Company'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
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 ADIRA DINAMIKA MULTI FINANCE TBK
Domiciled in South Jakarta
Millennium Centennial Center 53rd, 56th-61st
Floor
Jl. Jenderal Sudirman Kav. 25
South Jakarta 12920
Indonesia
Phone (+62 21) 3973-3322
Fax: (+62 21) 2992 8200 / 8300
Website address: https://www.adira.co.id/
Email: af.corsec@adira.co.id
15
Names mentioned 59 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
KJPP Kusnanto dan Rekan
p.4
unresolved
org
KJPP Kusnanto
p.4
unresolved
org
KJPP KR
p.4 ×38
unresolved
org
Suwendho Rinaldy dan Rekan
p.4
unresolved
org
KJPP SRR
p.4 ×18
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.7
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
org
KJPP KR's
p.9 ×7
unresolved
org
KJPP KR. In
p.13
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.
Rule parser
Needs review
confidence 0.091
3132 ms
12 Sep 2026 22:50
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}