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20250505_SMAR_Laporan Informasi dan Fakta Material_31882319_lamp2.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS
REGARDING THE PLAN TO ADD BUSINESS ACTIVITY
This Disclosure of Information is prepared in compliance with the Financial Services Authority
Regulation No. 17/POJK.04/2020 dated 20 April 2020 regarding Material Transactions and
Changes in Business Activities.
PT Sinar Mas Agro Resources and Technology Tbk.
(“SMART” or the “Company”)
Engaged in integrated palm-based consumer products and
oil palm plantations
Domiciled in Central Jakarta, Indonesia
Head Office:
Sinar Mas Land Plaza, Tower II, 28th-30th Floor
Jl. M.H. Thamrin No. 51, Jakarta 10350
Phone : (62 21) 50338899
www.smart-tbk.com
The information contained in this Disclosure of Information is important to be read and
considered by the Company's shareholders in order to make decision in connection with the
Company’s plan to add business activity, namely Biogas Production - KBLI 35203 ("Addition of
Business Activity").
Should there be any changes and/or additions to the information provided in this Disclosure of
Information, such changes and/or additions will be announced by the Company no later than
2 (two) business days prior to the date of the Company's General Meeting of Shareholders.
In the event that the Company’s shareholders experience any difficulty in understanding the
information contained in this Disclosure of Information or have doubts in making the decision, we
advise consulting with a securities brokerage, investment manager, legal advisor, public
accountant, or any other professional advisor.
The Company’s Board of Directors and Board of Commissioners are responsible for the accuracy
and completeness of the material information or facts contained in this Disclosure of
Information, and to the best of their knowledge and understanding, affirm that all material
information related to the Addition of Business Activity has been correctly and completely
provided, and such information is not misleading.
This Disclosure of Information is published on 8 May 2025
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I. PREFACE
The information contained in this Disclosure of Information is provided in relation to the
fulfillment of the provisions under Article 22 of the Financial Services Authority Regulation
No. 17/POJK.04/2020 dated 20 April 20 2020 concerning Material Transactions and
Changes in Business Activities (“POJK 17/2020”) which regulates the obligations that must
be fulfilled by Public Companies making changes to their business activities. In this case,
PT Sinar Mas Agro Resources and Technology Tbk (the “Company”) plans to add a new
business activity, namely the production and sale of biogas products as explained in more
detail under the section of Explanation, Considerations, and Reasons for the Addition of
Business Activity. Based on the 2020 Standard Classification of Indonesian Business Fields
stipulated in the Central Statistics Agency Regulation No. 2 of 2020 (“KBLI”), the business
activity is covered under KBLI No. 35203 – Biogas Production (this plan is hereinafter
referred to as the “Addition of Business Activity”).
II. INFORMATION REGARDING THE ADDITION OF BUSINESS ACTIVITY
In accordance with the provisions of POJK 17/2020, the Addition of Business Activity as
explained in this Disclosure of Information will seek approval from the shareholders at the
Company's Annual General Meeting of Shareholders ("AGM") which will be held on:
Day : Monday, 16 June 2025
Venue : Danamas Room, Plaza Sinar Mas Land, Tower 2, 39th Floor
Jl. M.H. Thamrin No. 51, Central Jakarta, 10350.
The Company has announced this Disclosure of Information to the Company's shareholders
through the Company's website (www.smart-tbk.com) and the Indonesia Stock Exchange
website (www.idx.co.id) simultaneously with the announcement of the AGM on 8 May
2025. Since that date, the data regarding the Addition of Business Activity has also been
available to the Company's shareholders at the Company's head office.
III. INFORMATION ABOUT THE COMPANY
A. Brief History
The Company was established under Republic of Indonesia Law in 1962, based on
Notarial Deed No. 67 dated 18 June 1962 of Raden Kadiman, S.H., public notary in
Jakarta. The Deed of Establishment was approved by the Ministry of Justice of the
Republic of Indonesia in its Decision Letter No. J.A.5/115/3 dated 29 August 1963 and
was published in the State Gazzette of the Republic of Indonesia No. 83 dated
15 October 1963, Supplement No. 570. The Company listed its shares on Indonesia
Stock Exchange in 1992.
The Company's Articles of Association have been amended several times, most recently
based on Notarial Deed No. 04 dated 5 June 2024 made by Mochamad Nova Faisal, S.H.,
M.Kn., Public Notary in South Jakarta, related to the addition of the Standard
Classification of Indonesian Business Fields without changing the Company's main
business activities. The amendment was approved by the Minister of Law and Human
Rights of the Republic of Indonesia in its Decree No. AHU-0034377.AH.01.02.TAHUN
2024 dated 11 June 2024.
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B. Business Activities
Business activities of the Company and its subsidiaries comprise of plantation
development, agriculture, trading, processing of plantation products as well as
management services and research related to its business. The products of the
Company and its subsidiaries consist of processed palm products such as cooking oils,
vegetable fats and margarine, as well as crude palm oil (“CPO“), palm kernel (“PK“),
palm kernel oil (“PKO“), cocoa butter substitute (“CBS“), fatty acids, glycerine, soap and
biodiesel.
The Company is domiciled in Central Jakarta with head office located in Sinar Mas Land
Plaza, Tower II 28th-30th Floor, Jl. M.H. Thamrin No. 51, Jakarta 10350, Phone: (62 21)
50338899. The Company and its subsidiaries‘ plantations and mills are located in North
Sumatra, Jambi, Bangka, Central Kalimantan, East Kalimantan, and South Kalimantan,
while the refineries are located in Surabaya, Medan, Tarjun, and Marunda.
C. Share Ownership
The Company’s current share ownership is as follows:
Total
Issued and Fully Ownership
Shareholders Nominal Value
Paid Shares Percentage
(In Million Rp)
PT Purimas Sasmita 2,653,897,571 92.4% 530,780
Public 218,295,795 7.6% 43,659
Jumlah 2,872,193,366 100.0% 574,439
D. Management and Supervision
Currently, the members of the Company’s Board of Commissioners and Board of
Directors are as follows:
Board of Commissioners
President Commissioner : Franky Oesman Widjaja
Vice President Commissioner : Muktar Widjaja
Vice President Commissioner : Rafael B. Concepcion, Jr.
Commissioner : Ir. Lukmono Sutarto
Independent Commissioner : Prof. DR. Teddy Pawitra
Independent Commissioner : Prof. DR. Susiyati B. Hirawan
Independent Commissioner : Ardhayadi, SE., MA
Board of Directors
President Director : The Biao Leng
Vice President Director : Jimmy Pramono
Vice President Director : DR. ING Gianto Widjaja
Director : Franciscus Costan
Director : D. Agus Purnomo
Director : Yovianes Mahar
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IV. SUMMARY OF FEASIBILITY STUDY REPORT
A. Appointed Independent Appraiser
The Company has appointed the Public Appraisal Services Tobing Panuturi & Partners
(hereinafter referred to as “TOPAZ”) to provide an independent opinion on the
feasibility of the Additional Business Activities, pursuant to assignment letter
No. 0109/MK.PB/KJPP-TOPAZ/I/2025 dated 21 January 2025, which has been approved
by the Company's management. TOPAZ is an officially licensed Public Appraisal Services
based on the Decree of the Minister of Finance of the Republic of Indonesia No.
387/KM.1/2020 with Business License No. 2.20.0171 dated 11 August 2020, and is
registered as a supporting capital market professional services firm with the Financial
Services Authority (OJK) under No. S-815/PM.223/2021. The following is a summary of
the feasibility study report as stated in the Feasibility Study Report No. 00501/2.0171-
00/BS-FS/V/2025 dated 7 May 2025 regarding the Addition of Business Activity plan.
B. Purpose and Objective
The purpose of this assignment is to provide a Feasibility Study for the project involving
the Addition of Business Activity of bio gas production (KBLI No. 35203). This Feasibility
Study is conducted for the assignor’s needs in order to comply to POJK 17/2020.
The report is prepared as a consideration for SMART in the context of its business
interests. The report shall not be used outside of this context or purpose, and is not
intended for tax purposes.
C. Assumptions and Limiting Conditions
1. The feasibility study report on the Addition of Business Activity plan is prepared
with a non-disclaimer opinion approach.
2. TOPAZ has reviewed the documents used in the process of preparing the feasibility
study of the Addition of Business Activity.
3. In preparing this report, TOPAZ has relied on the accuracy and completeness of the
information provided by SMART management and/or data obtained from publicly
available sources and other information as well as research deemed relevant.
TOPAZ did not conduct an audit or verification of the provided information.
4. This report is intended solely for the purpose of SMART management in relation to
POJK 17/2020.
5. TOPAZ has no interest or any other matters that may cause it to render a biased
opinion in connection with the information discussed in the report.
6. The assignor has released TOPAZ from any and all claims that may arise due to
errors or omissions in the materials or information provided by management,
consultants, or third parties to TOPAZ in the preparation of the report.
7. The assignor declares that all material information relevant to the feasibility study
assessment has been fully disclosed to TOPAZ, and no important facts have been
withheld.
8. TOPAZ has no personal interest or inclination to take sides with respect to the
subject of this report or any parties involved.
9. The analysis, opinions, and conclusions have been made, and this report has been
prepared in accordance with the Financial Services Authority Regulation (“POJK”)
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No. 35/POJK.04/2020 and Circular Letter No. 17/SEOJK.04/2020 regarding the
Valuation and Presentation of Business Valuation Reports in the Capital Market,
the Indonesian Appraisal Code of Ethics (“KEPI”), and the Indonesian Valuation
Standards (“SPI”) VII Edition of 2018 and SPI 330 Revised Edition of 2020.
10. TOPAZ used financial projections provided by SMART, which have been adjusted to
reasonably reflect the achievability of the financial projections (fiduciary duty).
11. TOPAZ is responsible for the feasibility study report and the final conclusion of
value produced.
12. TOPAZ has obtained legal status information regarding the object of study from the
assignor.
13. The financial statements and other information submitted by SMART or its
representative in the context of this assignment have been accepted without
further verification, considered in accordance with applicable rules and regulations,
considered complete and correct in reflecting the condition of the Company's
business activities and operations for each period presented.
14. TOPAZ did not conduct any examination on the legality of the assets owned by
SMART. TOPAZ assumes that there are no legal issues related to SMART assets,
either now or in the future.
15. TOPAZ assumes that SMART has and will fulfill its obligations with respect to
taxation, levies, other charges and other obligations in accordance with applicable
regulations.
16. TOPAZ shall not be liable for any loss as a result of an incorrect opinion or
conclusion due to data or information from SMART that is relevant and significant
to TOPAZ's opinion or conclusion, which TOPAZ has not received from SMART.
17. The signature of the chairman and the official company seal are absolute
conditions for the validity of this Certificate of Appraisal.
D. Methodology
The methodology used in preparing the feasibility study report based on
POJK No.35/POJK.04/2020 and SEOJK No.17/SEOJK.04/2020 regarding Valuation and
Presentation of Business Valuation Reports in the Capital Market, KEPI, as well as the
SPI VII Edition of 2018 and SPI 330 Revised Edition of 2020 is:
Data Collection
The collection of primary data on the planned Addition of Business Activity includes
investment plans, business plans, and other relevant data. This primary data is
obtained directly through interviews with various parties, particularly from SMART
management, during the field investigation.
The collection of secondary data obtained from various institutions or third parties
in the form of statistical figures and other supporting data relevant to the
assignment's objectives, such as macroeconomic analysis, industry analysis, and
risk management analysis, to evaluate the potential impact of these factors in the
future.
Feasibility Analysis
Conducting a feasibility analysis of the Addition of Business Activity referring to Article V
of SEOJK No. 17/SEOJK.04/2020, including:
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a. Market feasibility;
b. Technical feasibility;
c. Business model feasibility;
d. Management model feasibility; and
e. Financial feasibility
E. Independent Party Opinion
Following is the summary of the feasibility analysis for the Addition of Business Activity:
a. Market feasibility
i. The bioenergy industry in Indonesia shows promising prospects, driven by
abundant natural resource potential and government policies supporting the
transition to renewable energy.
ii. The bioenergy market in Indonesia is growing rapidly, especially in the electricity
generation and transportation fuel sectors. The market share of bioenergy in
Indonesia is expanding, with the transportation sector becoming one of the key
areas.
iii. The bioenergy industry in Indonesia shows great potential, supported by
infrastructure, government policies, and a growing market demand.
iv. The competitors in the bioenergy industry in Indonesia are PT KIS Biofuels
Indonesia and PT Dharma Satya Nusantara Tbk.
v. SMART will market Bio-CNG to European customers, as most European clients
have ambitious emission reduction targets. Bio-CNG will be offered as a clean
energy solution in line with sustainability commitments.
Based on the study and evaluation of market conditions, such as market share,
sustainability, market potency, targets, market value potential, business
competitors, and marketing strategy for the new business activity, it is concluded
that the Addition of Business Activity by SMART from the market aspect is feasible.
b. Technical feasibility
i. In terms of capacity, the location for the biogas production business activity is in
Labuhan Batu Utara, North Sumatra, covering an area of approximately
2 hectares.
ii. Regarding the Addition of Business Activity, SMART's internal workforce already
have sufficient experience and capability related to biogas production process. If
necessary, SMART will also recruit additional new personnels to assist in handling
the production or the sales aspects of the biogas products produced.
iii. The Addition of Business Activity through the construction of a biogas plant aims
to capture methane gas produced from POME and convert it into Compressed
Biogas ("Bio-CNG"). The produced Bio-CNG will then be sold to third parties or
used internally as a renewable energy source that can reduce or replace the
usage of natural gas from fossil fuels for industrial needs or the use of diesel for
industrial and transportation purposes.
Based on the study and evaluation of capacity, availability and quality of human
resources, and the business process of the new business activity, it can be concluded
that the Addition of Business Activity by SMART from the technical aspect is feasible.
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c. Business model feasibility
i. SMART is one of the leading agribusiness companies focused on sustainable
business development. It has a diverse range of products, including cooking oils,
margarine, shortenings, biodiesel, and high-quality products with prominent
brands in Indonesia, such as Filma and Kunci Mas, which are widely recognised by
consumers.
ii. SMART’s new business activity has high barriers to entry, with specialised
technology, exclusive access to raw materials, and significant capital
requirements to enter this industry.
iii. The Addition of Business Activity is an integral part of SMART’s business
strategies realisation, focusing on creating sustainable value add from
operational activities, while also making a tangible contribution to carbon
emission reduction and supporting its sustainability reputation.
Based on the study and evaluation of SMART's competitive advantages, competitors'
ability to replicate SMART's products, and the ability to create value from the
addition of business activity, it is concluded that the Addition of Business Activity by
SMART from a business model perspective is feasible.
d. Management model feasibility
i. SMART will leverage its existing managerial capacity to support the new business
activity. The internal workforces have sufficient experience and capabilities
related to the biogas production process.
ii. SMART has extensive intellectual property, particularly related to its consumer
product brands such as Filma, Kunci Mas, and Palmboom, as well as sustainable
and efficient palm oil processing technology.
Based on the analysis and evaluation of the availability of labor, intellectual
property management, risk management, management capacity and capabilities, as
well as the alignment of organisational structure and management, it is concluded
that the Addition of Business Activity by SMART from a management model aspect
is feasible.
e. Financial feasibility
i. Break Even Analysis
Based on the Break Even Point (“BEP”) calculation, in 2026, the BEP in units is
92,979 units and the BEP in revenue is IDR 14,340 million. By 2035, SMART will
reach a BEP of 90,984 units or revenue of IDR 14,416 million. Based on this, it is
clear that from 2026 to 2035, SMART's new business activity will generate
positive operating profit because the total revenue from 2026 to 2035 will
exceed the BEP threshold.
ii. Overall Profitability Analysis and Overall Return on Investment
Based on the analysis results, it is found that the profitability ratios and return on
investment (“ROI”) show positive ratios starting from 2026. The Gross Profit
Margin is projected to be 15.78% in 2026, increasing to 25.03% in 2035, while the
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Operating Profit Margin and Net Profit Margin are projected to be 24.03% and
18.74%, respectively, in 2035. The ROI is projected to reach 4.47% in 2035.
iii. Financial Feasibility Analysis using Net Present Value, Internal Rate of Return,
Payback Period, and Profitability Index:
1. The Net Present Value (“NPV”) is Rp 17,224 million.
2. The Internal Rate of Return (“IRR”) is 11.66%; and
3. The Payback Period is 10 years and 4 months;
4. The Profitability Index (“PI”) is 1.19.
Based on the analysis results, the bio-gas production business activity is feasible
to undertake because it has a positive NPV, an IRR greater than the discount rate,
a payback period that is relatively long but still reasonable, and a PI greater
than 1.
iv. Sensitivity Analysis
Based on the results of the sensitivity analysis, the planned Addition of Business
Activity is sensitive to a decrease in selling prices.
Based on the study and evaluation of the financial analysis, such as Break Even
Analysis, Overall Profitability Analysis, Overall Return on Investment, Financial
Feasibility Analysis with Net Present Value, Internal Rate of Return, Payback Period,
Profitability Index, and sensitivity analysis, it is concluded that the planned Addition
of Business Activity by SMART is feasible.
Based on the analysis of all the data and information received by KJPP TOPAZ and
considering all the factors that influence the feasibility analysis, in the opinion of KJPP
TOPAZ, the planned Addition of Business Activity is feasible.
V. AVAILABILITY OF EXPERTS
The Addition of Business Activity is a continuation of and closely related to the palm fruit
processing at the mill, which is the Company’s main business activity. The Company's
internal workforce already has sufficient experience and capabilities related to the biogas
production process. If necessary, the Company will also recruit several new personnels to
help handling the production or sales aspects of the biogas produced.
VI. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE ADDITION OF BUSINESS
ACTIVITY
A. Background of the Addition of Business Activitiy
In the processing of palm fruits into palm oil, the mills generate production waste that
includes solid waste and liquid waste/palm oil mill effluent (“POME”). As part of the
Company's commitment to implementing sustainable production practices, the
Company has a Zero Waste Policy, where we strive to reduce, reuse, and recycle waste
from the production process. Currently, the Company has successfully recycled 100% of
its plantation waste, of which the solid waste and POME are utilised as organic fertilizer
and fuel. However, the current management of POME can produce methane gas, which
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if not handled properly, is a significant contributor to Greenhouse Gas (“GHG”)
emissions in the oil palm plantation industry.
B. Considerations and Reasons for the Addition of Business Activity
As a responsible action to counter the impact of climate change and to support its
decarbonisation efforts, the Company takes the initiative to conduct Addition of
Business Activity through the construction of a biogas plant, aiming to capture methane
gas produced from POME and convert it into Compressed Biogas (“Bio-CNG”).
Furthermore, the Bio-CNG produced will be used internally as a renewable energy
source that can reduce or replace the use of natural gas from fossil fuels for industrial
needs and the use of diesel for industrial and transportation needs. Hence, this activity
will directly provide efficiency and energy cost savings for the Company.
The Addition of Business Activity is part of the Company's decarbonisation strategy to
reduce GHG emissions generated from the Company's operational activities. This is a
realisation of the Company's commitment to achieving its target towards Net Zero
Emissions by 2050, and to support Indonesia's Net Zero Emissions target by 2060.
Furthermore, the Addition of Business Activity is also part of the Company's preparation
in facing any potential implementation of carbon tax policies in the agriculture sector in
the future.
In addition to climate change risks, the Company also views the potential economic
value of Bio-CNG, considering that this product can be commercially sold. Furthermore,
in the long term, this carbon reduction initiative is also expected to deliver additional
revenue potential through carbon trading mechanism and the sale of carbon credits,
both in domestic and international markets, in line with the development of regulatory
frameworks and increasingly established markets relating to carbon.
Strategically, the Addition of Business Activity is an integral part of the Company's
business strategy implementation, focusing on value added creation from the
Company's operational activities in a sustainable manner while contributing to carbon
emission reduction and supporting the Company's sustainability reputation, especially
in responding to increasing demand from global market on environmentally friendly and
sustainable agribusiness practices. Thus, it is expected that the Addition of Business
Activity could support the achievement of the Company's vision and long-term value
creation for all stakeholders in a responsible manner.
VII. THE IMPACT OF THE ADDITION OF BUSINESS ACTIVITY ON THE COMPANY'S FINANCIAL
CONDITION
The Addition of Business Activity will have a positive financial impact on the Company. The
additional revenue generated in the first year of projection after the facility is in operation
will reach over Rp 19.6 billion with additional net profit of approximately Rp 2.4 billion. This
revenue and net profit are estimated to grow by approximately 2% and 8% per year,
respectively, until 2035. Based on the feasibility study analysis, the Addition of Business
Activity is estimated to be able to positively contribute to the Company's revenue and net
profit in the future.
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VIII. INFORMATION RELATED TO THE GENERAL MEETING OF SHAREHOLDERS
In accordance with the provisions of POJK 17/2020, the plan for the Addition of Business
Activity as described in this Disclosure of Information will be requested for approval from
the Company's shareholders at the Company's AGM that will be held on:
Day/Date : Monday, June 16, 2025
Venue : Danamas Room, Plaza Sinar Mas Land, Tower 2 39 th Floor
Jl. M.H. Thamrin No. 51, Central Jakarta, 10350.
On the agenda of the Addition of Business Activity, the AGM will be held with reference to
Article 18 paragraph (5) of the Company's Articles of Association, Article 42 letter a of the
Regulation of the Financial Services Authority of the Republic of Indonesia Number
15/POJK.04/2020 regarding the Planning and Implementation of General Meetings of
Shareholders of Public Companies, as well as Article 86 paragraph (1) of Law Number 40
Year 2007 regarding Limited Liability Companies, with the following provisions for the
attendance and decision quorums of the agenda:
a. The AGM is validly convened if attended by shareholders and/or proxies of shareholders
representing at least 2/3 (two-thirds) of the total number of shares with valid voting
rights present or represented.
b. The AGM’s decision is valid if it is approved by more than 1/2 (one-half) of the total
shares with valid voting rights present at the AGM.
Shareholders who are entitled to attend or be represented and vote at the AGM are
shareholders whose names are registered in the Company's Shareholder Register as of
22 May 2025. Following is the Company's AGM schedule plan regarding the Addition of
Business Activity:
No Agenda Date
1 Announcement of AGM 8 May 2025
2 Disclosure of Information regarding the Plan on the Addition of
Business Activity 8 May 2025
3 AGM invitation 23 May 2025
4 AGM 16 June 2025
5 Submission of AGM’s Minutes Summary 17 June 2025
IX. ADDITIONAL INFORMATION
Should you require further information regarding the Addition of Business Activity, you
may contact the Company’s Corporate Secretary during working hours through:
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PT Sinar Mas Agro Resources and Technology Tbk
Sinar Mas Land Plaza, Tower II, 28th-30th Floor
Jl. M.H. Thamrin No. 51, Jakarta 10350
Phone : (62 21) 50338899
UP: Corporate Secretary
Jakarta, 8 May 2025
The Board of Directors
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PT Sinar Mas Agro Resources
p.1 ×3
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Technology Tbk.
p.1 ×3
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H. Thamrin
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Indonesia Stock Exchange
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Raden Kadiman
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Ministry of Justice
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Mochamad Nova Faisal
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Minister of Law and Human Rights
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Ir. Lukmono Sutarto Independent
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Prof. DR. Teddy Pawitra Independent
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Prof. DR. Susiyati B. Hirawan Independent
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PT KIS Biofuels Indonesia
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KJPP TOPAZ
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