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20260706_TIFA_Laporan Informasi dan Fakta Material_32108497_lamp2.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS
(“Disclosure of Information”)
IN CONNECTION WITH MATERIAL TRANSACTIONS
PT KDB TIFA FINANCE Tbk
(“the Company”)
THIS DISCLOSURE IS MADE BY THE COMPANY IN ORDER TO COMPLY WITH THE
PROVISIONS SET OUT IN FINANCIAL SERVICES AUTHORITY REGULATION NO.
17/ POJK.04/2020 ON MATERIAL TRANSACTIONS AND CHANGES TO BUSINESS
ACTIVITIES (“POJK 17/2020”).
PT KDB TIFA FINANCE Tbk
Based in South Jakarta, Indonesia
Principal Business Activities:
Financing Services and Sharia-Based Financing Services
Head Office Address:
Pacific Century Place 41st Floor, SCBD Lot. 10,
Jl. Jenderal Sudirman Kav. 52-53,
South Jakarta 12190
Telephone: (+62-21) 50941140
Website: www.kdbtifa.co.id
E-mail: corporate.secretary@kdbtifa.co.id
In relation to the Transaction to be carried out by the Company, the approval of
the General Meeting of Shareholders is not required.
The Company’s Board of Directors and Board of Commissioners, both individually
and collectively, are fully responsible for the accuracy and completeness of the
information disclosed in this Disclosure and, having carried out a thorough review,
confirm that the information contained in this Disclosure is accurate and that there
are no other material facts that have not been disclosed which would render the
information provided in this Disclosure inaccurate or misleading.
This Information Disclosure was published in Jakarta on 6 July 2026
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DEFINITION
Affiliates : This is as referred to in Article 1 of the Capital
Markets Act.
Affiliate Transactions : Means any activity and/or transaction carried out
by a public company or a controlled company
with an Affiliate of the public company or an
Affiliate of a member of the board of directors, a
member of the board of commissioners, a major
shareholder, or a Controlling Party, including any
activity and/or transaction carried out by a public
company or a controlled company for the benefit
of an Affiliate of the public company or an Affiliate
of a member of the board of directors, a member
of the board of commissioners, a major
shareholder, or a Controlling Party.
Material Transactions : A Material Transaction is any transaction
carried out by a public company or a controlled
company which meets the threshold of a
transaction value equal to 20 per cent (twenty
per cent) or more of the public company’s equity.
Financial Services Autority : It is an independent body, free from interference
(Otoritas Jasa Keuangan by other parties, which has the functions and
(OJK)) powers of regulation, supervision, inspection and
investigation as referred to in Law No. 21 of 2011
dated 22 November 2011. With effect from 31
December 2012, the functions, duties and powers
relating to the regulation and supervision of
financial services activities in the capital market
sector were transferred from the Minister of
Finance and Bapepam LK to the OJK.
OJK Regulation 17/2020 : It is OJK Regulation No. 17/POJK.04/2020 on
Material Transactions and Changes to Business
Activities, dated 20 April 2020.
OJK Regulation 42/2020 : It is OJK Regulation No. 42/POJK.04/2020 on
Affiliated Transactions and Conflicts of Interest,
dated 1 July 2020.
OJK Regulation 31/2015 : It is OJK Regulation No. 31/POJK.04/2015 on the
Disclosure of Material Information or Facts by
Issuers or Public Companies, dated 16 December
2015.
OJK Regulation 45/2024 : It is OJK Regulation No. 45 of 2024 on the
Development and Strengthening of Issuers and
Public Companies, dated 27 December 2024.
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The Company : PT KDB Tifa Finance Tbk is a limited liability
company incorporated under the laws of the
Republic of Indonesia and having its registered
office in South Jakarta, Indonesia.
KEB Hana : PT Bank KEB Hana Indonesia is a banking
company established under the laws of the
Republic of Indonesia and headquartered in South
Jakarta, Indonesia.
INTRODUCTION
This Disclosure relates to a Material Transaction, whereby the Company has entered into a
bank loan agreement with KEB Hana pursuant to the Credit Agreement dated 3 July 2026
(“the Transaction”).
The Board of Directors and the Board of Commissioners of the Company, both individually
and collectively, declare that the Transaction constitutes a Material Transaction and does not
constitute an Affiliated Transaction, nor does it involve any conflict of interest as regulated in
POJK 17/2020 and POJK 42/2020.
In connection with the aforementioned Transaction, in accordance with the provisions of
applicable laws and regulations, in particular POJK 17/2020, the Company’s Board of Directors
hereby announces this Disclosure with the aim of providing an explanation, considerations
and the reasons for carrying out the Transaction to the Company’s shareholders as part of
compliance with these provisions.
DESCRIPTION OF THE TRANSACTION
A. INFORMATION REGARDING THE PARTIES TO THE TRANSACTION
1. THE COMPANY
a. Brief History
The Company was incorporated pursuant to Deed No. 42 dated 14 June 1989
drawn up by Esther Daniar Iskandar, S.H., a Notary in Jakarta. This Deed was
ratified by the Minister of Justice of the Republic of Indonesia by means of Decree
No. C2-6585.HT.01.01-TH.89 dated 25 July 1989, registered at the South Jakarta
District Court under No. 344/Not/1990/PN.JKT.SEL dated 17 May 1990, and
published in Supplement No. 2257 to the State Gazette of the Republic of
Indonesia No. 61 dated 30 July 1991 (“Deed of Incorporation”).
The Company obtained a business licence as a finance company from the Minister
of Finance of the Republic of Indonesia by virtue of Decision No.
1085/KMK.013/1989 dated 26 September 1989, as amended by Decision No.
526/KMK.013/1990 dated 12 May 1990, Decision No. 508/KMK.017/1996 dated
13 August 1996 and, most recently, by Decision No. KEP-270/NB.11/2020 dated
30 September 2020.
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The Company’s Deed of Incorporation has been amended on several occasions,
most recently by Deed No. 192 dated 27 August 2020, drawn up before Christina
Dwi Utami, SH., MHum., MKn, a Notary in West Jakarta, which was notified to the
Ministry of Law and Human Rights under Number AHU-AH.01.03-0384918 dated
10 September 2020, and has received approval from the Minister of Law and
Human Rights under Number AHU-0062389.AH.01.02. 2020 dated 10 September
2020.
b. The Company’s Head Office
The Company has its head office/registered office at Pacific Century Place, 41st
Floor, SCBD Lot 10, Jl. Jenderal Sudirman Kav. 52–53, South Jakarta 12190.
c. Business Activities
Pursuant to Article 3 of the Company’s Articles of Association, the Company’s
objects and purposes are to carry on business in the following fields:
- Finance companies, including financing based on Sharia principles.
- Financial and insurance activities, with the main category of activity being
financial services, excluding pension funds;
- Rental and operating lease activities without an option to purchase,
employment activities, travel agency activities, and other business support
activities, with the principal business classification being rental and operating
lease activities without an option to purchase.
In order to achieve the aforementioned aims and objectives, the Company may
carry out the following business activities:
A. The main business activities include :
1. Investment financing is carried out by:
a. Finance leases;
b. Sale and leaseback
c. Factoring with security provided by the seller of the receivables;
d. Factoring without security provided by the seller of the receivables;
e. Purchases with payment by installments;
f. Project financing;
g. Infrastructure financing;
h. Other forms of financing, subject to prior approval from the OJK;
2. Working capital financing is carried out by:
a. Sale and leaseback;
b. Factoring with security provided by the seller of the receivables;
c. Factoring without security provided by the seller of the receivables;
d. Working capital facilities;
e. Other financing, subject to prior approval from the OJK;
3. Multi-purpose financing, provided in the following ways:
a. Leasing;
b. Purchase on an instalment basis;
c. Funding facilities;
d. Other forms of financing, subject to prior approval from the OJK;
4. Operating leases and/or fee-based activities, provided that they do not
contravene the provisions of laws and regulations in the financial services
sector;
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5. Sharia financing activities, comprising:
- Financing of sales and purchases using the following contracts :
a. Murabahah;
b. Salam;
c. Istishna;
d. Other contracts with the approval of the OJK;
- Investment financing, conducted using the following contracts :
a. Mudharabah;
b. Musyarakah;
c. Mudharabah Musytarakah;
d. Musyarakah Mutanaqishoh;
e. Other contracts with the approval of the OJK.
- Service financing, carried out under a contract :
a. Ijarah;
b. Ijarah Muntahiyak Bittamlik;
c. Hawalah or Hawalah bil Ujrah;
d. Wakalah or Wakalah bil Ujrah;
e. Kafalah or Kafalah bil Ujrah;
f. Ju’alah;
g. Qardh;
h. Other contracts with the approval of the OJK.
B. Supporting business activities that underpin the Company’s core business,
namely :
- To undertake other activities directly or indirectly related to the
aforementioned objectives, provided that their implementation does not
contravene the laws in force in the Republic of Indonesia
d. Capital Structure and Shareholder Composition
The Company’s capital structure and shareholder composition as at the date of
publication of this disclosure are as follows:
Nominal Value Rp 100 per Share
Details
Number of Shares Nominal Value (Rp) (%)
Authorised Capital 4.000.000.000 400.000.000.000
Issued and Fully Paid-up
Capital
Korea Development Bank 2.752.920.825 275.292.082.500 77,50%
PT Dwi Satrya Utama 532.707.259 53.270.725.900 15,00%
Public (others holding less 266.584.916 26.658.491.600 7,50%
than 5%)
Total Issued and Fully Paid- 3.552.213.000 355.221.300.000 100,00%
up Capital
Shares in Portfolio 447.787.000 44.778.700.000
e. Management
The composition of the Board of Directors and the Board of Commissioners as at
the date of publication of this Disclosure is as follows:
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Board of Commissioners Board of Directors
President Kim Kang Su President Director Cho Jaeseong
Commissioners
Independent Antonius Hanifah Komala Director Eun Seonghyuk
Commissioners
Independent Choi Jung Sik Director Ina Dashinta Hamid
Commissioners Director Ade Rafida Saulina S.
f. Summary of Key Financial Data
The following table presents a summary of key financial data taken from the
Company’s audited financial statements, audited by KAP Tanubrata Sutanto Fahmi
Bambang & Rekan (BDO Indonesia) for the years ended 31 December 2025
including 31 December 2024 and 2023 :
Summary of the Profit and Loss Account
2023 2024 2025
(in millions of rupiah)
Revenue
Finance Lease 149.580 166.638 156.611
Multi-purpose financing 2.355 972 482
Ijarah muntahiyah bittamlik revenue 7.177 9.151 9.741
Interest 4.210 4.288 4.218
Foreign exchange gains – net - - 36
Others 10.357 1.482 5.705
Total revenue 173.680 182.531 176.793
Expenses
Interest and financial charges 25.770 32.686 29.855
General and administrative expenses 56.269 61.264 65.745
Foreign exchange losses – net 161 152 -
Provision for impairment losses – net 13.884 5.081 2.781
Others 2.751 2.406 848
Total Expenses 98.836 101.589 99.229
Operating Profit 74.845 80.943 77.564
Current Year’s Income Tax 14.949 15.894 11.258
Net Profit 59.896 65.049 66.306
Summary of the Statement of Financial
Position 2023 2024 2025
(in millions of rupiah)
Total Assets 1.801.377 2.057.954 2.040.691
Total Liabilities 651.585 842.442 822.334
Total Equity 1.149.792 1.215.512 1.218.357
2. KEB HANA
a. Brief History
The Bank was established on 27 April 1971 under the name PT Bank Pasar Pagi
Madju. Following its change of status from a retail bank to a commercial bank in
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1989, the Bank’s name was changed to PT Bank Bintang Manunggal (Bank Bima).
This change had a positive impact on the Bank’s performance and succeeded in
attracting Hana Financial Group to acquire a majority shares in the Bank in 2007,
which was subsequently followed by a name changes to PT Bank Hana in 2008.
In 2014, PT Bank Hana took a strategic step by merging with PT Bank KEB
Indonesia to create synergies in the banking business. This corporate action led
to the Bank being renamed PT Bank KEB Hana Indonesia, also known as Bank
KEB Hana. Then, in 2020, Bank KEB Hana rebranded as Hana Bank. With this
change, Hana Bank is poised to strengthen its competitiveness, both in Indonesia
and globally.
b. KEB Hana Head Office
Mangkuluhur City - Tower One, Jl. Jend. Gatot Subroto Kav. 1 - 3, Jakarta 12930
c. Business Activities
PT Bank KEB Hana Indonesia operates as a commercial bank whose main activities
include mobilising public funds (deposits), extending credit (lending), and
providing a range of banking and financial services to retail customers, small and
medium-sized enterprises (SMEs) and corporate clients.
PT Bank KEB Hana Indonesia’s core business activities focus on three main pillars:
• Fund Mobilisation: Accepting deposits from the public in the form of
savings accounts, current accounts and term deposits
• Fund Disbursement (Financing): Providing Working Capital Loans (KMK),
trade finance (trade services) and E-AR Financing services.
• Other Financial Services: Providing treasury and remittance (money
transfer) services, custodian services, and digital banking such as MyHana
Mobile Banking and LINE Bank.
For more detailed information about KEB Hana, please visit the official KEB Hana
website: https://www.hanabank.co.id/
B. SUBJECT OF THE TRANSACTION
The subject matter of this transaction is the Uncommitted Working Capital Installment
(WCI) Loan Agreement between the Company and KEB Hana, in accordance with the
Loan Agreement dated 3 July 2026, which was executed in private by and between the
Company and KEB Hana.
C. TRANSACTION VALUE
The total value of the Transaction is Rp400,000,000,000 (four hundred billion Rupiah).
This Transaction value represents 32.83 per cent (thirty-two point eighty-three per cent)
of the Company’s equity, as shown in the Company’s audited financial statements for the
year ended 31 December 2025. Consequently, the transaction carried out by the Company
constitutes a Material Transaction in accordance with the provisions of POJK 17/2020.
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D. THE NATURE OF MATERIAL TRANSACTIONS IN THE TRANSACTIONS
The Transaction carried out pursuant to the Credit Agreement dated 3 July 2026
constitutes a Material Transaction as defined in POJK 17/2020; in this instance, the
Company is not required to engage a valuer or obtain approval from the General Meeting
of Shareholders, as it is a loan transaction received directly from a domestic bank. In this
regard, the Company is required to disclose this information to the public via the
Company’s website and the Indonesia Stock Exchange’s website no later than the start
of the first trading session on the Indonesia Stock Exchange on the next working day
following the Transaction date, and to submit a Report on the Disclosure of Information
regarding the Transaction to the OJK, accompanied by supporting documents, no later
than 2 (two) working days after the Transaction date.
E. EXPLANATION, CONSIDERATIONS AND REASONS FOR THE TRANSACTION
The considerations and reasons for this Transaction are to meet the Company’s additional
working capital requirements. The Company selected PT Bank KEB Hana Indonesia
as its new lender after taking into account competitive interest rates, a financing facility
structure suited to the Company’s needs, and KEB Hana’s commitment to supporting the
Company’s funding requirements.
This additional working capital is required to support the continuity of the Company’s
business operations so that it can continue to disburse financing to borrowers, including
companies requiring financial support to carry out their business activities. With the
availability of this additional financing facility, the Company is expected to maintain
adequate liquidity, increase its financing disbursement capacity, and support the
sustainable growth of its financing portfolio.
As a result of this Transaction, which constitutes a Material Transaction, the Company will
achieve an increase in liquidity, which is expected to strengthen its operational
capabilities, provide flexibility in the management of funding sources, and maintain
sufficient working capital to support the Company’s sustainable business growth.
ADDITIONAL INFORMATION
Shareholders who have any questions regarding this Disclosure or require further information
may contact the Company on any working day during the Company’s working hours, namely
08.00–17.00 WIB, via:
PT KDB TIFA FINANCE Tbk
Pacific Century Place 41st Floor, SCBD Lot. 10,
Jl. Jenderal Sudirman Kav. 52-53,
South Jakarta 12190
Telephone: (+62-21) 50941140
Website: www.kdbtifa.co.id
E-mail: corporate.secretary@kdbtifa.co.id
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Names mentioned 32 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1
unresolved
org
Minister of Finance and Bapepam LK
p.2
unresolved
org
Bapepam
p.2 ×2
unresolved
person
Esther Daniar Iskandar
· Notaris
p.3
unresolved
org
Minister of Justice
p.3
unresolved
org
South Jakarta District Court
p.3
unresolved
person
Christina Dwi Utami
· Notaris
p.4
unresolved
person
MHum.
p.4
unresolved
org
Ministry of Law and Human Rights
p.4
unresolved
org
Minister of Law
p.4
unresolved
org
Tanubrata Sutanto Fahmi Bambang & Rekan
p.6
unresolved
org
Tanubrata Sutanto Fahmi Bambang
p.6
unresolved
org
PT Bank Pasar Pagi Madju. Following
p.6
unresolved
org
PT Bank Bintang Manunggal
p.7
unresolved
org
Bank Bima
p.7
unresolved
org
PT Bank Hana
p.7 ×2
unresolved
org
PT Bank KEB Indonesia
p.7
unresolved
org
Bank KEB Hana. Then
p.7
unresolved
org
Bank KEB Hana
p.7
unresolved
org
Indonesia Stock Exchange
p.8 ×2
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confidence 0.091
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12 Sep 2026 21:51
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