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20260702_MAPI_Laporan Informasi dan Fakta Material_32107886_lamp1.pdf
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INFORMATION DISCLOSURE TO SHAREHOLDERS
PT MITRA ADIPERKASA TBK.
In compliance with Financial Services Authority Regulation No. 42/POJK.04/2020
concerning Affiliated Transactions and Conflict of Interest Transactions and
Financial Services Authority Regulation No. 31/POJK.04/2015 concerning
Disclosure of Information or Material Facts by Issuers or Public Companies
THE INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE IS
IMPORTANT TO BE READ AND CONSIDERED BY
SHAREHOLDERS OF PT MITRA ADIPERKASA TBK. (THE "COMPANY")
PT MITRA ADIPERKASA TBK.
Domiciled in Central Jakarta, Indonesia
Principal Business Activities:
Engaged in general trading including retail trade and acting as an agent or distributor for
other parties.
Registered Office:
Sahid Sudirman Center, 29th Floor
Jl. Jend. Sudirman Kav. 86
Jakarta 10220, Indonesia
Telephone: +62 21 574-5808
Facsimile: +62 21 574-6786
Website: www.map.co.id
Email: corporate.secretary@map.co.id
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE
COMPANY, BOTH INDIVIDUALLY AND COLLECTIVELY, ARE FULLY RESPONSIBLE
FOR THE ACCURACY AND COMPLETENESS OF THE INFORMATION DISCLOSED IN
THIS INFORMATION DISCLOSURE AND, HAVING CONDUCTED DUE AND CAREFUL
EXAMINATION, CONFIRM THAT THE INFORMATION CONTAINED IN THIS
INFORMATION DISCLOSURE IS TRUE AND THAT THERE ARE NO MATERIAL AND
RELEVANT FACTS THAT HAVE NOT BEEN DISCLOSED OR OMITTED THAT WOULD
CAUSE THE INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE TO BE
UNTRUE AND/OR MISLEADING.
This Information Disclosure was published in Jakarta
on 2 July 2026
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DEFINITIONS
Public Accountant : Public Accounting Firm Liana Ramon Xenia & Partners
which audited the Company’s financial statements as at 31
December 2025 and is the public accountant appointed by
the Company in connection with the implementation of the
Transaction in relation to the Fundraising Plan by Pacific
Universal Investments, Pte., Ltd. as the Company’s
majority shareholder.
Directors : Members of the Board of Directors of the Company serving
as at the date of this Information Disclosure.
Commissioners : Members of the Board of Commissioners of the Company
serving as at the date of this Information Disclosure.
Financial Statements : The Consolidated Financial Statements of the Company as
at 31 December 2025 which have been audited by the
Public Accountant.
PUI : Pacific Universal Investments, Pte., Ltd., a company
incorporated under and subject to the laws of the Republic
of Singapore and domiciled in Singapore, which currently
holds 8,466,000,000 shares representing 51% ownership
in the Company.
Financial Services : The independent institution free from interference by other
Authority or OJK parties, which has the functions, duties, and authority of
regulation, supervision, examination, and investigation as
referred to in Law No. 21 of 2011.
Shareholders of the : The holders of shares in the Company whose names are
Company registered in the register of shareholders of the Company
issued by the Share Registrar, namely PT Datindo
Entrycom.
Independent Appraiser or : KJPP Kusnanto & Partners which provides the fairness
KJPP opinion as independent appraiser pursuant to engagement
letter No. KR.260525-001, dated 25 May 2026 which has
been approved by the management of the Company.
Furthermore, KJPP Kusnanto & Partners is an official KJPP
based on the Minister of Finance Decree No. 2.19.0162
dated 15 July 2019 and is registered as a capital market
supporting professional services firm with OJK under the
OJK Capital Market Supporting Professional Registration
Certificate No. KEP-210/KS.13/2026 (business appraiser)
which provides the fairness opinion on the Transaction.
OJK Regulation No. : Financial Services Authority Regulation No.
42/2020 42/POJK.04/2020 concerning Affiliated Transactions and
Conflict of Interest Transactions.
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OJK Regulation No. : Financial Services Authority Regulation No.
31/2015 31/POJK.04/2015 concerning Disclosure of Information or
Material Facts by Issuers or Public Companies.
the Company : PT Mitra Adiperkasa Tbk., a limited liability company
incorporated under and subject to the laws of the Republic
of Indonesia and domiciled in Central Jakarta.
PUI’s Fundraising Plan : PUI’s plan to raise funds from overseas investors which will
be conducted based on the jurisdiction of the country where
the fundraising will take place, which as at the date of this
Information Disclosure is still in early preparation stage,
both with respect to its terms and conditions and the
required documentation.
Request for Assistance : PUI’s letter to the Company with the subject Request for
Letter Assistance dated 30 June 2026.
the Transaction : The provision of assistance by the Company to PUI which
is required by PUI in connection with the Fundraising Plan,
where such provision of assistance constitutes an Affiliated
Transaction as referred to in OJK Regulation No. 42/2020.
Affiliated Transaction : Any activity and/or transaction carried out by a Company or
a Controlled Company with an Affiliate of the Company or
an Affiliate of a member of the Board of Directors, a
member of the Board of Commissioners, a major
shareholder or Controller, 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 Controller as referred to in Article 3 of OJK
Regulation No. 42/2020.
I. INTRODUCTION
The information as set out in this Information Disclosure is prepared in the context of fulfilling
the Company's obligation to announce information disclosure on an Affiliated Transaction that
has been carried out by the Company in connection with the Transaction, which constitutes
an activity or transaction in the form of the provision of assistance by the Company to PUI in
relation to PUI's Fundraising Plan. The Transaction will be carried out or provided by the
Company in accordance with the Request for Assistance Letter.
For the first time, the Transaction in the form of provision of assistance was provided by the
Company by granting approval for the provision of assistance by signing the Request for
Assistance Letter submitted by PUI, and in connection therewith, the Company has appointed
an Independent Appraiser and obtained the Fairness Opinion from the Independent Appraiser.
In connection with the foregoing, in accordance with the provisions of prevailing laws and
regulations, in particular the provisions of OJK Regulation No. 42/2020, following the execution
of the Request for Assistance Letter by the Company and the commencement of the
Transaction, the Board of Directors of the Company hereby announces this Information
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Disclosure with the intention of providing an explanation, consideration, and rationale for the
Transaction to all Shareholders of the Company as part of the fulfilment of the provisions of
OJK Regulation No. 42/2020.
II. INFORMATION REGARDING THE TRANSACTION
1. Background and Rationale
As at the date of this Information Disclosure, PUI, as the controlling shareholder of the
Company holding 8,466,000,000 shares in the Company, representing 51% (fifty-one
percent) of all issued and fully paid-up shares in the Company, plans to carry out PUI's
Fundraising Plan, which may be in any form, including in the form of loans or debt
instruments, to investors outside the territory of the Republic of Indonesia, subject to
such terms and conditions as shall be agreed upon by PUI in the definitive transaction
documents.
As at the date of this Information Disclosure, PUI's Fundraising Plan is still
uncommitted and remains in the stage of finalisation of structure and completion of
transaction documents. The implementation of PUI's Fundraising Plan will still be
subject to the fulfilment of all conditions precedent, including the obtaining of required
approvals from relevant parties, as well as compliance with the provisions of prevailing
laws and regulations, if required.
In connection with PUI's Fundraising Plan as mentioned above, PUI has requested the
assistance of the Company with the scope of assistance as set out in the Request for
Assistance Letter to carry out certain matters as described in item 2 below.
2. Assistance Provided by the Company to PUI
The activity or transaction is in the form of the provision of assistance by the Company
to PUI carried out in the context of supporting the implementation of PUI's Fundraising
Plan. Such assistance is provided solely to facilitate the fulfilment of information
requests from prospective parties involved in PUI's Fundraising Plan, the preparation
of transaction documentation, as well as other matters that are reasonably required in
connection with the implementation of PUI's Fundraising Plan, provided that such
provision of information is carried out in accordance with the provisions of prevailing
laws and regulations and based on a non-disclosure agreement binding the parties.
3. Benefits of the Transaction
The benefits of the Transaction are as follows:
(i) The Company considers that the provision of assistance to PUI is an action
aligned with the Company's interests as part of the corporate group, given that
the successful implementation of PUI's Fundraising Plan is expected to
strengthen the funding flexibility of PUI as the Company's controlling
shareholder.
With the availability of such alternative funding sources, PUI is expected to
have a better ability to manage its capital structure and funding needs without
having to divest its shareholding in the Company as a source of liquidity.
(ii). The Company also considers that the successful obtaining of funding by PUI
through PUI's Fundraising Plan has the potential to support the stability of the
Company's ownership structure, as PUI's funding needs can be met without
disposing of its shareholding in the Company under less than optimal market
conditions. Accordingly, PUI's Fundraising Plan is expected to support the
continuity of the strategic direction and stability of control over the Company,
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which ultimately is expected to provide benefits to the Company, public
shareholders, and the Company's stakeholders as a whole.
4. Parties Involved in the Transaction
a) The Company
Brief History
The Company is a limited liability company established in 1995 pursuant to
Deed No. 105 of Notary Juliana Mensana, S.H., dated 23 January 1995, which
was approved by the Minister of Justice of the Republic of Indonesia pursuant
to Decision Letter No. C2-9243.HT.01.01.TH.95 dated 31 July 1995, and
announced in State Gazette No. 80 dated 6 October 1995, Supplement No.
8287.
The Articles of Association of the Company have been amended several times,
most recently by Deed No. 225 of Notary Hannywati Gunawan, S.H. dated 27
June 2024 regarding the amendment to Article 3, namely the purposes and
objectives of the Company. Such Deed has been approved by the Minister of
Law and Human Rights pursuant to Decision Letter No. AHU-
0043593.AH.01.02 of 2024 dated 18 July 2024 and has been registered in the
Company Register No. AHU-0145996.AH.01.11 of 2024 dated 18 July 2024.
In accordance with the latest amendment to Article 3 of its Articles of
Association, the Company has a scope of activities in the fields of wholesale
and retail trade, transportation and warehousing, professional, scientific and
technical activities, and education.
The Company is domiciled in Jakarta with its head office at Sahid Sudirman
Center, 29th Floor, Jalan Jenderal Sudirman Kav. 86, Central Jakarta, DKI
Jakarta 10220.
Purposes and Objectives and Business Activities
Pursuant to Article 3 of the Articles of Association of the Company, the
Company has a scope of activities in the fields of (i) wholesale and retail trade,
repair and maintenance of automobiles and motorcycles; (ii) transportation and
warehousing; (iii) professional, scientific, and technical activities; and (iv)
education.
To achieve the purposes and objectives as mentioned above, the Company
may carry out the following business activities:
- Wholesale trade in textiles
- Wholesale trade in garments
- Wholesale trade in footwear
- Wholesale trade in other articles of textiles
- Wholesale trade in other textiles, garments, and footwear
- Wholesale trade in photographic equipment and optical goods
- Wholesale trade in cosmetics for human use
- Wholesale trade in household equipment and supplies
- Wholesale trade in sporting goods
- Wholesale trade in jewellery and watches
- Wholesale trade in games and children's toys
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- Wholesale trade in various household goods and supplies not elsewhere
classified
- Wholesale trade in computers and computer equipment
- Wholesale trade in software
- Wholesale trade in various goods
- Wholesale trade in other products not elsewhere classified
- Wholesale trade on a fee or contract basis
- Wholesale trade in other food and beverages
- Wholesale trade in musical instruments
- Wholesale trade in diskettes, flash drives, audio and video tapes, blank
CDs and DVDs
- Wholesale trade in paper and cardboard goods
- Wholesale trade in stationery and drawing supplies
- Wholesale trade in telecommunications equipment
- Retail trade in various types of goods primarily food, beverages, or
tobacco in minimarkets/supermarkets/hypermarkets
- Retail trade in various types of goods primarily other than food,
beverages, or tobacco in department stores
- Retail trade in computers and peripherals
- Retail trade in software
- Retail trade in telecommunications equipment
- Retail trade in office machines
- Specialised retail trade in audio and video equipment in stores
- Retail trade in textiles
- Retail trade in household textile furnishings
- Retail trade in sewing supplies
- Specialised retail trade in carpets, rugs, and wall and floor coverings in
stores
- Retail trade in furniture
- Retail trade in household electrical appliances and lighting equipment and
fittings
- Retail trade in glassware and kitchenware and plastics
- Retail trade in glassware and kitchenware made of wood, bamboo, or
rattan
- Retail trade in glassware and kitchenware not made of plastic, stone, clay,
wood, bamboo, or rattan
- Retail trade in stationery and drawing supplies
- Retail trade in printed and published materials
- Specialised retail trade in sporting goods in stores
- Specialised retail trade in games and children's toys in stores
- Retail trade in paper, cardboard, and paper/cardboard goods
- Retail trade in clothing
- Retail trade in shoes, sandals, and other footwear
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- Retail trade in clothing accessories
- Retail trade in bags, wallets, luggage, backpacks, and the like
- Retail trade in pharmaceutical goods and medicines for human use not in
pharmacies
- Retail trade in cosmetics for human use
- Retail trade in laboratory equipment, pharmaceutical equipment, and
medical equipment for human use
- Retail trade in photographic equipment and accessories
- Retail trade in optical equipment and accessories
- Retail trade in eyewear
- Retail trade in watches
- Retail trade through media for mixed goods as referred to in 47911 to
47913
- Web portals and/or digital platforms with commercial purposes
- Other management consultancy activities
- Private tutoring and educational counselling; and
- Warehousing and storage.
Capital Structure and Shareholding of the Company
As at the date of this Information Disclosure, the capital structure, composition of
shareholders, and share ownership of the Company based on the Register of
Shareholders of the Company as at 30 June 2026 issued by PT Datindo Entrycom,
as the Company's Share Registrar, are as follows:
Description Number of Nominal Value (%)
Shares (Rp)
Authorised Capital 40,000,000,000 2,000,000,000,000
Issued and Paid-up Capital:
Pacific Universal Investments 8,466,000,000 423,300,000,000 51
Pte. Ltd.
Public 8,134,000,000 406,700,000,000 49
Total Issued and Fully Paid-up 16,600,000,000 830,000,000,000 100
Capital
Treasury Shares 23,400,000,000 1,170,000,000,000
Management and Supervision
The composition of the Board of Directors and Board of Commissioners of the
Company as at the date of publication of this Information Disclosure is as follows:
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Board of Commissioners
President Commissioner : Sri Indrastuti Sukroadi Hadiputranto
(Independent)
Vice President Commissioner : Gusti Bendoro Pangeran Haryo Haji
(Independent) Prabukusumo
Commissioner : Sintia Kolonas
Commissioner : Sean Gustav Standish Hughes
Commissioner : Zoee Ho Ziwei
Commissioner : Johanes Ridwan
Board of Directors:
President Director : Herman Bernhard Leopold Mantiri
Vice President Director : Virendra Prakash Sharma
Director : Susiana Latif
Director : Arthur Lee Han Teik
Director : Handaka Santosa
Director : Sjeniwati Gusman
b) PUI
Brief History and Head Office
PUI is a company incorporated on 7 October 2022 in Singapore under the name
Pacific Universal Investments Pte. Ltd.
PUI has its head office at 18 Robinson Road #06-01, 18 Robinson, Singapore
048547, telephone: +65 6738 0881, and email: info@pacific-universal.com.sg.
Business Activities
Based on the Accounting and Corporate Regulatory Authority (ACRA) of Singapore,
PUI's principal business activity is as a holding company.
Capital Structure and Shareholding
As at the date of this Information Disclosure, the capital structure of PUI is as
follows:
Name of Shareholder Number of Shares Percentage (%)
Pacific Universal Holdings Limited 500,700,000 100
Total Issued and Fully Paid-up Capital 500,700,000 100
(excluding treasury shares)
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Management
The composition of PUI's management is as follows:
Director : Sean Gustav Standish Hughes
Director : Tan Enk Ee
Director : Arthur Lee Han Teik
Director : Zoee Ho Ziwei
Affiliation
PUI is a shareholder of the Company that directly holds 51% (fifty-one percent) of
the shares of the Company.
In addition to the ownership relationship above, there is an affiliation based on
positions, where Sean Gustav Standish Hughes, a professional who serves as a
Commissioner of the Company and concurrently as a Director of PUI, as well as
Zoee Ho Ziwei, a professional who serves as a Commissioner of the Company and
concurrently as a Director of PUI.
III. INDEPENDENT PARTY APPOINTED IN THE TRANSACTIONG DITUNJUK DALAM
Public Appraisal Services Firm (“KJPP”) Kusnanto & Partners, as the independent appraiser
providing a fairness opinion on the implementation of the Transaction.
IV. INDEPENDENT APPRAISER'S OPINION
Kusnanto & Partners as an official KJPP based on the Minister of Finance Decree No.
2.19.0162 dated 15 July 2019 and registered as a capital market supporting professional
services firm with the Financial Services Authority (hereinafter referred to as "OJK") under the
OJK Capital Market Supporting Professional Registration Certificate No. KEP-210/KS.13/2026
(business appraiser) (hereinafter referred to as "KR") has been appointed by the Company as
the independent appraiser to provide an opinion on the fairness of the Transaction as set out
in the Fairness Opinion on the Transaction No. 00150/2.0162-00/BS/05/0153/1/VI/2026 dated
30 June 2026 (the "b") with the following summary:
1. Parties Related to the Transaction
The transacting parties are the Company and PUI.
2. Object of the Fairness Opinion
The transaction object in the Fairness Opinion on the Transaction is the assistance or
"Assistance" provided by the Company to facilitate PUI's Fundraising Plan in
accordance with the terms and conditions in the Request for Assistance Letter.
3. Purpose of the Fairness Opinion
The purpose f the preparation of the fairness opinion report on the Transaction is to
provide the Board of Directors of the Company with an overview of the fairness of the
Transaction and to comply with the provisions of OJK Regulation No. 42/2020.
4. Key Assumptions and Limiting Conditions
The analysis of the Fairness Opinion on the Transaction was prepared using data and
information as disclosed above, which has been reviewed by KR. In conducting the
analysis, KR relies on the accuracy, reliability, and completeness of all financial
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information, information on the legal status of the Company, and other information provided to KR by the Company or that is publicly available and KR is not responsible for the accuracy of such information. Any changes to such data and information may materially affect the final results of KR's opinion. KR also relies on the assurance from the management of the Company that they are not aware of any facts that would cause the information provided to KR to be incomplete or misleading. Accordingly, KR is not responsible for any change in the conclusions of KR's Fairness Opinion due to changes in such data and information. KR did not conduct an inspection of the fixed assets or facilities of the Company. Furthermore, KR also does not provide an opinion on the tax implications of the Transaction. The services provided by KR to the Company in connection with the Transaction are solely the provision of a Fairness Opinion on the Transaction and are not accounting, audit, or taxation services. KR did not conduct research on the legality of the Transaction from legal aspects and tax implications. The Fairness Opinion on the Transaction is viewed solely from the economic and financial perspective. The Fairness Opinion Report on the Transaction is a non-disclaimer opinion and is a report that is open to the public unless there is confidential information that may affect the Company's operations. Furthermore, KR has also obtained information on the legal status of the Company based on the Company's articles of association. KR's work relating to the Transaction does not constitute and cannot be construed as constituting, in any form whatsoever, a review or audit, or the performance of certain procedures on the financial information of the Company. Such work also cannot be intended to reveal weaknesses in internal controls, errors or irregularities in the Company's financial statements, or violations of law. Furthermore, KR does not have the authority and is not in a position to obtain and analyse any form of other transactions beyond the Transaction that exist and may be available to the Company and the effects of such transactions on the Transaction. This Fairness Opinion has been prepared based on prevailing market and economic conditions, general business and financial circumstances, as well as Government regulations related to the Transaction as of the date this Fairness Opinion was issued. In preparing the Fairness Opinion, KR uses several assumptions, such as the fulfilment of all conditions and obligations of the Company and all parties involved in the Transaction. The Transaction will be implemented within the scheme as described in accordance with the established timeframe and the accuracy of information regarding the Transaction disclosed by the management of the Company. The Fairness Opinion must be viewed as a whole and the use of a portion of the analysis and information without considering other information and analyses as a whole may lead to misleading views and conclusions regarding the process underlying the Fairness Opinion. The preparation of a Fairness Opinion is a complex process and may not be able to be conducted through incomplete analysis. KR also assumes that from the date of issuance of the Fairness Opinion until the date of the Transaction, no changes occur that materially affect the assumptions used in the preparation of the Fairness Opinion. KR is not responsible for reaffirming or supplementing, updating its opinion due to changes in assumptions and conditions, and events occurring after the date of the Fairness Opinion report. The calculations and analyses in connection with the provision of the Fairness Opinion have been conducted correctly, and KR is responsible for the Fairness Opinion Report.
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The conclusion of the Fairness Opinion applies provided that there are no changes
that have a material impact on the Transaction. Such changes include, but are not
limited to, changes in conditions both internally within the Company and externally,
namely market and economic conditions, general business, trade and financial
conditions, as well as Indonesian government regulations and other relevant
regulations after the date the Fairness Opinion Report was issued. If after the date the
Fairness Opinion Report was issued the above-mentioned changes occur, the
Fairness Opinion on the Transaction may differ.
5. Approach and Procedures of the Fairness Opinion
In evaluating the Fairness Opinion on the Transaction, KR has conducted an analysis
through the approach and procedures of the Fairness Opinion on the Transaction on
the following matters:
I. Analysis of the Transaction;
II. Qualitative and Quantitative Analysis of the Transaction; and
III. Analysis of the Fairness of the Transaction.
6. Conclusion of the Fairness Opinion
Based on the scope of work, assumptions, data, and information obtained from the
management of the Company used in the preparation of the Fairness Opinion, the
review of the financial impact of the Transaction as disclosed in the Fairness Opinion,
KR is of the opinion that the Transaction is fair.
V. ADDITIONAL INFORMATION
To obtain additional information in connection with the Transaction as disclosed in this
Information Disclosure, enquiries may be directed to the Corporate Secretary of the Company,
during the Company's business days and hours at the address set out below:
PT Mitra Adiperkasa Tbk
Corporate Secretary
Sahid Sudirman Center, 29th Floor
Jl. Jend. Sudirman Kav. 86
Jakarta 10220, Indonesia
Telephone: +62 21 574-5808
Facsimile: +62 21 574-6786
Website: www.map.co.id
Email: corporate.secretary@map.co.id
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Financial Services Authority
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Public Accounting Firm Liana Ramon Xenia & Partners
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PT Datindo Entrycom. Independent Appraiser
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KJPP Kusnanto & Partners
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KJPP Kusnanto
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Minister of Finance Decree
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Notary Juliana Mensana
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Minister of Justice
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Notary Hannywati Gunawan
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Minister of Law and Human Rights
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PT Datindo Entrycom
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Pte. Ltd.
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Sintia Kolon
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Pacific Universal Holdings Limited
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Total Issued and Fully Paid-up Capital
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Transaction. IV. INDEPENDENT APPRAISER'S OPINION Kusnanto & Partners
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