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20250415_TPIA_Laporan Informasi dan Fakta Material_31875718_lamp1.pdf
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INFORMATION DISCLOSURE OF
PT CHANDRA ASRI PACIFIC TBK
This Information Disclosure is prepared in order to fulfill the requirements of Regulation of
the Financial Services Authority of the Republic of Indonesia (“OJK”) Number
42/POJK.04/2020 on Affiliated Transaction and Transaction of Conflict of Interest (“POJK
42/2020”).
PT Chandra Asri Pacific Tbk
(the “Company”)
Line of Business:
Petrochemical
Head Office:
Wisma Barito Pacific Tower A, 7th Floor
Jl. Letjen S. Parman Kav. 62-63, Jakarta 11410
Telephone: (021) 530 7950
Faximile: (021) 530 8930
E-mail: corporatesecretary@capcx.com
Website: http://www.chandra-asri.com
Subject: Information Disclosure on the Affiliated Transaction related to the Capital
Increase by the Company at PT Chandra Daya Investasi Tbk (“PT CDI”)
This Information Disclosure is published in Jakarta on 15 April 2025
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BACKGROUND
Pursuant to Deed of Restatement of the Shareholders Resolution on the Amendment of
Articles of Association of PT CDI Number 25 dated 11 April 2025, executed before Jose Dima
Satria, S.H., M.Kn., a Notary in Jakarta, that has been notified to the Minister of Law of the
Republic of Indonesia based on Notification Receipt of the Amendment of Articles of
Association of PT CDI Number AHU-AH.01.03-0099278 dated 11 April 2025 (“Deed of
Capital Increase”), PT CDI has increased the issued and paid-up capitals from
Rp9,480,712,000,000 become Rp11,234,643,720,000 which have been subscribed by:
1. the Company by 8,532,640,800 (eight billion five hundred thirty two million six hundred
forty thousand eight hundred) new ordinary shares or equals to Rp853,264,080,000.00
(eight hundred fifty three billion two hundred sixty four million eight thousand Rupiah);
and
2. Phoenix Power B.V. (“Phoenix”) by 9,006,676,400 (nine billion six million six hundred
seventy six thousand four hundred) new ordinary shares or equals to
Rp900,667,640,000.00 (nine hundred billion six hundred sixty seven million six hundred
forty thousand Rupiah).
Henceforth, the transaction as referred to point 1 above shall be referred to as the
“Transaction”.
The Transaction is an affiliated transaction as referred to in POJK 42/2020 due to the affiliate
relationship between the Company and PT CDI in the terms of ownership and control over PT
CDI, as explained further in this Information Disclosure.
This Information Disclosure is prepared to complete the requirements stipulated in Article 22
of POJK 42/2020, in which if the Affiliated Transaction is carried out by the Controlling
Company that is not a Public Company (as referred to in POJK 42/2020) but whose financial
statements are consolidated with the Public Company, the Public Company is required to carry
out the procedures as stipulated in POJK 42/2020.
This Transaction has gone through procedures as stipulated in Article 3 of POJK 42/2020 and
has been executed in accordance with the generally accepted business practices.
In accordance with the provisions of Article 4 paragraph 1 of POJK 42/2020, the information
disclosure to the public regarding Affiliated Transaction and submission of its supporting
documents to the OJK must be submitted by the Public Company to the public within no later
than 2 (two) working days after the Affiliated Transaction is conducted and shall engage an
Appraiser to determine the fair value and/or fairness of the Affiliated Transaction, in which said
fairness transaction must be announced to the public. The Appraiser Report that is used is the
report from Kusnanto & Partner (“KR”) Public Appraisal Services Office (“KJPP”) with report
Number 00053/2.0162-00/BS/04/0153/1/IV/2025 dated 11 April 2025 (“Fairness Opinion
Report”).
This Transaction is not (i) a Conflict-of-Interest Transaction, (ii) a Material Transaction as
referred to in OJK Regulation Number 17/POJK.04/2020 regarding Material Transaction and
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Change of Business Activities, and is not (iii) a transaction that may disrupt the continuity of
the Company’s business lines, so that the prior approval from the Company’s independent
shareholder in the general meeting meeting of shareholder as regulated in POJK 42/2020 is
not needed.
In carrying out this Transaction, the Company will comply with the provisions of the prevailing
laws and regulation, which include but not limited to regulations in the Capital Market sector
and other regulations including Law Number 40 of 2007 on Limited Liability Companies as
lastly amended by Government Regulation in lieu of Law Number 2 of 2022 on Job Creation
which has been ratified by Law Number 6 of 2023.
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INFORMATION ON THE TRANSACTION
A. Description of the Transaction
i. Transaction Date
The Company has signed the Capital Increase Deed on 11 April 2025.
ii. Object of the Transaction
The Transaction Object are 8,532,640,800 (eight billion five hundred thirty two
million six hundred forty thousand eight hundred) new shares issued by PT CDI
and subscribed by the Company.
iii. Transaction Value
The Transaction value is Rp853,264,080,000.00 (eight hundred fifty three billion
two hundred sixty four million eight thousand Rupiah).
iv. Name of the Parties that Involved in the Transaction
1. The Company
a. General Information
The Company was established under the name PT Tripolyta Indonesia
(“TPI”), domiciled in West Jakarta, based on Deed of Establishment
Number 40 dated 2 November 1984 made before Ridwan Suselo, a
Notary in Jakarta, with the status as a Domestic Investment Company
based on Law Number 6 of 1968 on Domestic Investment as revoked
by Law Number 25 of 2007 of Capital Investment. TPI's Deed of
Establishment has been revised by Deed of Entry and Resignation of
the Company's Founders and Amendment to the Articles of
Association Number 117 dated 7 November 1987 made before John
Leonard Waworuntu, a Notary in Jakarta, which has been ratified by
the Minister of Justice of the Republic of Indonesia, as amended from
time to time, in accordance with Decree Number C2.1786.HT.01.01-
Th'.88 dated 29 February 1988, recorded in the register book at the
West Jakarta District Court Office on 30 June 1988 under Number
639/1988 and Number 640/1988, and announced in State Gazette of
the Republic of Indonesia Number 63 dated 5 August 1988,
Supplement Number 779.
The Company is the surviving company in the merger process
between the Company and PT Chandra Asri based on Merger Deed
Number 15 dated 9 November 2010, made before Dr. Amrul
Partomuan Pohan, S.H, LL.M., a Notary in Jakarta, in which the
merger became effective on 1 January 2011. On 15 November 2019,
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the Company's shareholders through the Extraordinary General
Meeting of Shareholders (“EGMS”) and shareholders of PT Petrokimia
Butadiene Indonesia ("PBI") through Circular Resolution in lieu of the
General Meeting of Shareholders Number 004/LGL PBI/SH
RES/XI/2019 have approved the merger plan between the Company
and PBI, in which the Company becomes the surviving company of the
merger ("PBI Merger"). In connection with the PBI Merger, the
Company and PBI have also signed a merger deed as stated in Merger
Deed Number 76 dated 15 November 2019, made before Jose Dima
Satria, S.H., M.Kn., a Notary in Jakarta, which has been notified to the
Minister of Law and Human Rights of the Republic of Indonesia as
stated in the Notification Receipt of the Company Merger Number
AHU-AH.01.10-0010288 dated 22 November 2019 and has been
registered in the Company Register at the Ministry of Law and Human
Rights of the Republic of Indonesia under Number AHU-
0025871.AH.01.02.TAHUN 2019 dated 22 November 2019. The
merger became effective on 1 January 2020.
Furthermore, on 7 December 2020, the Company's shareholders
through the EGMS and the shareholders of PT Styrindo Mono
Indonesia ("SMI") through Circular Resolution in Lieu of the General
Meeting of Shareholders Number 004/LGL SMI/SH RES/XII/2020, has
approved the merger plan between the Company and SMI, in which
the Company becomes the surviving company of the merger. In
connection with the SMI Merger, the Company and SMI have also
signed a merger deed as stated in Merger Deed Number 48 dated 7
December 2020, made before Jose Dima Satria, S.H., M.Kn., a Notary
in Jakarta, which has been notified to the Minister of Law and Human
Rights of the Republic of Indonesia as stated in the Notification Receipt
of the Company Merger Number AHU-AH.01.10-0012537 dated 11
December 2020 and has been registered in the Company Register at
the Ministry of Law and Human Rights of the Republic of Indonesia
under Number AHU-0082566.AH.01.02.TAHUN 2020 dated 11
December 2020. The merger has become effective on 1 January 2021.
The latest amendment to the articles of association as well as the
Board of Directors (“BOD”) and Board of Commissioners (“BOC”) of
the Company are as contained in Deed of Statement of the
Shareholders Resolution on the Amendment to the Articles of
Association Number 49 dated 8 May 2024, made before Jose Dima
Satria, S.H., M.Kn., a Notary in Jakarta, which has obtained approval
from the Minister of Law and Human Rights of the Republic of
Indonesia based on Decree Number AHU-0028013.AH.01.02.TAHUN
2024 dated 8 May 2024 and has been registered in the Company
Register at the Ministry of Law and Human Rights of the Republic of
Indonesia under Number AHU-0092676.AH.01.11.TAHUN 2024 dated
8 May 2024 (“Deed No. 49/2024”). Based on Deed Number 49/2024,
the Shareholders of the Company have approved the amendment of
Article 3 paragraph (2) item B of the Company’s Articles of Association
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by adding a supporting business line of manufacturing and packaging
made from plastic. In relation to the said amendment of the Company’s
Articles of Association, the Shareholders of the Company have also
agreed to restate all provisions of the Company’s Articles of
Association in Deed No. 49/2024.
b. Business Activities
Based on Article 3 of the Company's Articles of Association, the
Company's aims and objectives are to operate in the processing
industry, wholesale and management consulting activities. To achieve
these aims and objectives, the Company can carry out business
activities, including the following:
(a) The main business activities carried out to realize the main
business are as follows:
(i) carrying out basic organic chemicals industries sourced
from petroleum, natural gas and coal;
(ii) carrying out business in making artificial resin and plastic
raw materials (pure plastic ore);
(iii) carry out wholesale trade in solid, liquid and gas fuels and
related products;
(iv) carrying out wholesale trade in basic chemical materials
and goods;
(v) carries out wholesale trade in rubber and plastics in basic
forms; and
(vi) carry out other management consulting activities.
(b) The supporting business activities that support the main
business activities above are as follows:
(i) organize transportation via motorized transportation for
general goods and special goods as well as transportation
via pipelines to ensure the continuity of delivery of
industrial products to consumers;
(ii) carry out activities of loading and unloading goods as well
as loading and unloading ships;
(iii) self-owned or rented real estate, which includes
businesses to provide services to other parties who utilize
assets owned by the Company in the industrial sector,
including land rental services, maintenance services and
other services related to the petrochemical industry;
(iv) carry out warehousing and temporary goods storage
activities related to petrochemical industry production
before the goods are sent to their final destination for
commercial purposes;
(v) carry out rental and leasing activities without option rights
for processing industry machines and equipment;
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(vi) carry out manufacturing of packaging from plastic, such as
plastic bags, sacks or plastic sacks, cosmetic packaging,
film packaging, medicine packaging, food packaging and
other packaging made from plastic (containers, bottles,
boxes, racks and others; and
(vii) other business activities in the petrochemical industry that
support the Company's main business activities in
accordance with applicable laws and regulations..
c. Management Composition
The latest composition of the Company's Board of Commissioners and
Board of Directors is as follows:
BOC
President Commissioner* : Djoko Suyanto
Vice President Commissioner* : Tan Ek Kia
Commissioner* : Ho Hon Cheong
Commissioner : Agus Salim Pangestu
Commissioner : Lim Chong Thian
Commissioner : Suracha Udomsak
Commissioner : Chantanida Sarigaphuti
Commissioner : Sakchai Patiparnpreechavud
Commissioner : Bandhit Thamprajamchit
Commissioner : Santi Wasanasiri
*) Also acting as an Independent Commissioner
BOD
President Director : Erwin Ciputra
Vice President Director : Pholavit Thiebpattama
Vice President Director : Baritono Prajogo Pangestu
Director : Andre Khor Kah Hin
Director : Jirathpol Sunsap
Director : Fransiskus Ruly Aryawan
Director : Suryandi
Director : Sarayuth Vorapruekjaru
Director : Petch Niyomsen
Director : Anawat Chansaksoong
Director : Suwit Wiwattanawanich
Director : Phuping Taweesarp
Director : Boedijono Hadipoespito
Director : Edi Riva’i
Director : Raymond Budhin
d. Capital Structure and Shareholding Composition
The Company’s capital structure and shareholding composition on the
date of this Information Disclosure is issued are as follows:
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(i) Authorized Capital of the Company: Rp12,264,785,664,000.
(ii) Issued Capital of the Company: Rp4,325,577,254.600.
(iii) Paid-Up Capital of the Company: Rp4,325.577,254,600.
The Company’s authorized capital is divided into 86,511,545,092
shares, each with par value of Rp50 per share.
Meanwhile, the latest shareholding composition of the Company
based on the Shareholder Register as of 31 March 2025 are as
follows:
NOMINAL AMOUNT
NO. NAME OF SHAREHOLDER NUMBER OF SHARES %
(IDR)
1. PT Barito Pacific Tbk 1,497,883,520,000 29,957.670.400 34.63
2. SCG Chemicals Public 1,322,330.946.200 26,446,618,924
30.57
Company Limited
3. PT Top Investment 261,783,988,200 12,976,731,760
15.00
Indonesia
4. Prajogo Pangestu 218,883,988,200 4,354,382,164 5.03
5. Public 1,024,694,812.000 12,776.141,844 14.77
Total 4,325,577,254,600 86,511,545,092 100
2. Phoenix as the Shareholder of PT CDI
a. General Information
Phoenix was established under the Law of the Netherlands on 15 July
2014
b. Business Activities
Phoenix is engaged in the business activities of financial holdings.
c. Management Composition
The latest management composition of Phoenix are as follows
Director A : Fauzia Fuad
Director B : Thawat Hirancharukorn
Director A : Pojanee Ngoensa-ard
Director B : Narumon Phonrit
d. Capital Structure and Shareholding Composition
Phoenix has issued and paid-up capital amounting to USD100 (one
hundred United States Dollars) and the latest shareholding
composition of Phoenix is as follows:
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NOMINAL
NUMBER OF
NO. THE SHAREHOLDER NAME AMOUNT %
SHARES
(US$)
1. New Growth Plus B.V. 100 1 100
Total 100 100 100
Therefore, there is no affiliate relationship between the Company and
Phoenix as referred to in POJK 42/2020/
3. PT CDI as the controlled entity of the Company
a. General Information
PT CDI is established in Indonesia based on Deed of Establishment
Number 26 dated 8 February 2023, made before Jose Dima Satria,
S.H., M.Kn., a Notary in Jakarta, that has obtained approval from the
Minister of Law and Human Rights of the Republic of Indonesia based
on Decree Number AHU-0011651.AH.01.01.TAHUN 2023 dated 13
February 2023.
Until the date of this Information Disclosure, PT CDI has made
amendment to its Articles of Association several times. The latest
Articles of Association of PT CDI are stated in the Capital Increase
Deed.
b. Business Activity
Based on PT CDI’s Articles of Association, PT CDI is engaged in the
activities of holding company and management consultation.
Aside from that, in order to achieve the above business activities, PT
CDI may also carry out the following supporting business activities:
(i) Conducting business, either directly or indirectly through
operational cooperation, investment or divestment of capital in
connection with the main business activities of PT CDI, including
conducting joint ventures with other parties.
(ii) Providing loan facilities, funding, financing and/or other facilities
in any form (including but not limited to letters of credit, bank
guarantee and other facilities that generally provided between
companies) to its subsidiaries for the purposes of the main
business activities of PT CDI and/or its subsidiaries.
(iii) Providing guarantees, either material or personal (including
guarantees) to its subsidiaries in connection with loan facilities
that are being carried out for the purposes of the main business
activities of PT CDI and/or its subsidiaries.
(iv) Purchasing, selling or transferring securities or marketable
securities issued by its subsidiaries for the purposes of the main
business activities of PT CDI and/or its subsidiaries.
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(v) Providing funding and/or financing required by other companies
in order to implement the share participation in the said company
or company group or within the framework of investment in other
assets in the said company or company group.
c. Management Composition
The latest BOD and BOC compositions of PT CDI are as follows:
BOC
Presiden Commissioner* : Erry Riyana Hardjapamekas
Commissioner * : Ade Supandi, SE
Commissioner : Erwin Ciputra
Commissioner : Andre Khor Kah Hin
Commissioner : Prasit Laohawirapap
Commissioner : Thawat Hirancharukorn
*) Also acting as an Independent Commissioner
BOD
President Director : Fransiskus Ruly Aryawan
Director : Jonathan Kandinata
Director : Saksit Suntharekanon
Director : Agus Lukmanul Hakim
Director : Merly
v. Capital Structure and Share Ownership of PT CDI before the Transaction
Before the Transaction, the capital structure and share ownership of PT CDI based
on Deed of Statement of the Shareholder Resolution on the Amendment to the
Articles of Association of PT Chandra Daya Investasi Number 78 dated 14 March
2025, made before Jose Dima Satria, S.H., M.Kn., a Notary in Jakarta, that has
been approved by the Minister of Law of the Republic of Indonesia based on
Decree Number AHU-0019086.AH.01.02.TAHUN 2025 dated 17 March 2025 as
well as has been notified to the Minister of Law of the Republic of Indonesia based
on Notification Receipt of (i) Amendment to the Articles of Association of PT
Chandra Daya Investasi Number AHU-AH.01.03-0080705 and (ii) Change of
Company Data of PT Chandra Daya Investasi Number AHU-AH.01.09-0146825,
both dated 17 March 2025 (“Deed No. 78/2025”) are as follows:
(i) Authorized Capital of PT CDI: Rp20.000.000.000.000,00.
(ii) Issued Capital of PT CDI: Rp9.480.712.000.000,00.
(iii) Paid-up Capital of PT CDI: Rp9.480.712.000.000,00.
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Further, the shareholding composition of PT CDI based on Deed 78/2025 are as
follows:
NOMINAL AMOUNT NUMBER OF
NO. THE SHAREHOLDERS NAME %
(IDR) SHARES
1. The Company 6,636,498,000,000 66,364,980,000 70
2. Phoenix 2,844.214,000.000 28,442,140,000 30
Total 9,480,712,000,000 94,807,120,000 100
vi. Capital Structure and Share Ownership of PT CDI after the Transaction
Based on the Capital Increase Deed, the capital structure of PT CDI are as follows:
(i) Authorized Capital of PT CDI: Rp20,000,000,000,000.
(ii) Issued Capital of PT CDI: Rp11,234,643,720,000.
(iii) Paid-up Capital of PT CDI: Rp11,234,643,720,000.
The changes of capital structure of PT CDI above also resulted in changes in the
share ownership percentage of the Company and Phoenix on PT CDI. The said
changes can be seen in the comparison table below:
PREVIOUS COMPOSITION NEW COMPOSITIONS
THE
(BASED ON DEED 78/2025) (BASED ON CAPITAL INCREASE DEED)
NO SHAREHOLDERS
NOMINAL AMOUNT NUMBER OF NOMINAL AMOUNT NUMBER OF
NAME % %
(IDR) SHARES (IDR) SHARES
1. The Company 6,636,498,000,000 66,364,980,000 70 7,489,762,080,000 74,897,620,800 66.7
2. Phoenix 2,844,214,000,000 28,442,140,000 30 3,744,881,640,000 37,448,816,400 33.3
Jumlah 9,480,712,000,000 94,807,120,000 100 11,234,643,720,000 112,346.437,200 100
vii. Nature of the Affiliate Relation of the Parties Involved in the Transaction
1. Affiliate relationship in terms of the company’s owneship and control
The relationship between the Company and PT CDI was establihed because
PT CDI is a controlled entity of the Company, in which the Company has a
direct control over PT CDI.
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2. Affiliate relationship in terms of the company’s management
Fransiskus Ruly Aryawan who is the Company’s Director also holds the
position as the President Director of PT CDI. Aside from that, Erwin Ciputra
and Andre Khor Kah Hin who respectively serve as the President Director
and the Director of the Company also hold the position of Commissioners of
the Company.
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SUMMARY OF THE APPRAISER REPORT
KJPP KR as the official KJPP based on the Minister of Finance Decree Number 2.19.0162
dated 15 July 2019 and registered as a capital market supporting professional services office
in the OJK based on Capital Market Supporting Professional Registration Certificate Number
STTD.PB-01/PJ-1/PM.223/2023 from the OJK (business appraiser), that has been appointed
by the Company’s management to provide opinion as an independent appraiser on the
fairness of the Transaction based on the assignment letter Number KR/250305-001 dated 5
March 2025 which has been approved by the Company’s management.
1. Summary of the Appraisal Report of 100,00% Shares of PT CDI
The following is a summary of the appraisal report of 100,00% Shares of PT CDI as
stated in Report Number 00052/2.0162-00/BS/04/0153/1/IV/2025 dated 11 April 2025
2025:
a. Parties of the Transaction
The related parties in this Transaction are the Company, Phoenix and PT CDI.
b. Appraisal Object
The Appraisal Object is the market price of PT CDI’s 100,00% shares.
c. Effective Date of the Appraisal
The market value of the Appraisal Object in the assessment is calculated on 31
December 2024. This date was chose based on consideration of the interests and
objectives of the assessment and from the financial data of PT CDI that KR has
received. The said financial data is the consolidated financial statements of PT
CDI for the year ending of 31 December 2024, which is the basis of this valuation.
d. Purpose and Objective of the Appraisal
The purpose of the appraisal is to obtain an independent opinion on the market
value of the Appraisal Object that is stated in the United States Dollar (USD)
currency and/or its equivalent on 31 December 2024.
The objective of this appraisal is to provide an overview on the market value of the
Appraisal Object which will then be used as a reference and consideration by the
Company’s management to execute the Transaction as well to meet the
requirements in POJK 42/2020.
This appraisal is prepared in compliance with the provisions of OJK Regulation
Number 35/POJK.04/2020 on the Valuation and Presentation of Business
Appraisal Report in Capital Markets dated 25 May 2020 (“POJK 35/2020”) as well
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as the Indonesian Valuation Standards 2018, Revised Edition SPI300, SPI310,
SPI320, SPI330 (“SPI”).
e. Limitations and Key Assumptions
This appraisal is prepared based on market and economic conditions, general
business and financial circumstances, as well as prevailing government
regulations up to the issuance date of this appraisal report.
Based on information obtained from the Company’s management, PT CDI’s
subsidiaries and associated entities are as follows:
Keterangan
PT Chandra Daya Investasi Tbk CDI
PT Chandra Pelabuhan Nusantara CPN
PT Redeco Petrolin Utama RPU
PT Marina Indah Maritim MIM
PT Krakatau Tirta Industri KTI
PT Krakatau Medika KM
PT Krakatau Tirta Operasi & Pemeliharaan KTOP
PT Krakatau Blue Water KBW
PT KHI Pipe Industries KPI
PT PP Krakatau Tirta PPKT
PT Krakatau Chandra Energi KCE
PT Krakatau Sarana Energi KSE
PT Krakatau Perbengkelan dan Perawatan KPDP
PT Krakatau Posco Energy KPE
PT Chandra Shipping International CSI
PT Chandra Samudera Port CSP
PT Chandra Cilegon Port CCP
The appraisal of the Appraisal Objects, which is carried out using the discounted
cash flow (DCF) method, is based on the financial projections of CPN, RPU, MIM,
KTI, KTOP, KCE, KSE, KPE, and CSI, as prepared by the management of each
respective entity. In preparing these financial projections, various assumptions
were developed based on the past performance of CPN, RPU, MIM, KTI, KTOP,
KCE, KSE, KPE, and CSI, as well as the future plans of their respective
management teams. KR has made adjustments to the financial projections to
better reflect the operational conditions and performance of CPN, RPU, MIM, KTI,
KTOP, KCE, KSE, KPE, and CSI which appraised as of the appraisal date. In
general, KR did not make any significant adjustments to the performance targets
of the aforementioned entities, and such targets are considered to reflect their
attainable capabilities in accordance with fiduciary duty principles. KR is
responsible for conducting the appraisal and for the reasonableness of the
financial projections based on the historical performance of CPN, RPU, MIM, KTI,
KTOP, KCE, KSE, KPE, and CSI, as well as management information related to
the projections. KR is also responsible for the valuation report of PT CDI and the
conclusion of the final value.
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The appraisal of the Appraisal Object using the adjusted net asset method is
based on the audited financial statements of PT CDI. KR has made adjustments
to these financial statements in order to reflect their market value. KR is
responsible for conducting the appraisal based on the historical performance of
PT CDI and the management information of PT CDI relevant to these financial
statements. KR is also responsible for the appraisal report of PT CDI and the
conclusion of the final value.
In conducting this appraisal engagement, KR assumes that all conditions and
obligations of the Company have been fulfilled. KR also assumes that from the
appraisal date until the issuance date of this appraisal report, no material changes
have occurred that would affect the assumptions used in the appraisal. KR is not
responsible for reaffirming, supplementing, or updating KR’s opinion due to any
changes in assumptions, conditions, or events occurring after the date of this
report.
In performing the analysis, KR assumes and relies upon the accuracy, reliability,
and completeness of all financial and other information provided to KR by the
Company and PT CDI, or which is publicly available, and which is essentially true,
complete, and not misleading. KR is not responsible for conducting independent
verification of such information. KR also relies on representations from the
management of the Company and PT CDI that they are not aware of any facts that
would render the information provided to KR incomplete or misleading.
The valuation analysis of the Valuation Object has been prepared using the data
and information disclosed above. Any changes to such data and information may
materially affect KR’s final opinion. KR is not liable for any changes to its valuation
conclusions or for any loss, damage, costs, or expenses arising from undisclosed
information which causes the data obtained by KR to be incomplete and/or subject
to misinterpretation.
Since the results of KR’s valuation heavily depend on the underlying data and
assumptions, any changes to the data sources or assumptions based on market
data may alter the appraisal outcome. Therefore, KR states that any changes to
the data used may have a material impact on the appraisal results, and such
differences may be significant. Although the content of this appraisal report has
been prepared in good faith and in a professional manner, KR cannot accept
responsibility for any discrepancies in conclusions that may arise from additional
analysis, the use of the appraisal results as a basis for transaction analysis, or
changes in the data underlying the valuation. The appraisal report of the Appraisal
Object is a non-disclaimer opinion and is considered a public report, except for
any confidential information which may impact the operations of the Company and
PT CDI.
KR's work related to the appraisal of the Appraisal Object does not constitute and
cannot be interpreted in any form, a review or audit, or the implementation of
certain procedures on financial information. The work is also not intended to reveal
weaknesses in internal control, errors or irregularities in financial statements, or
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violations of the law. Furthermore, KR has also obtained information on the legal
status of PT CDI based on PT CDI's articles of association.
f. Applied Appraisal Method
The appraisal methods applied in the assessment of the Appraisal Objects include
the discounted cash flow (DCF) method, the adjusted net asset method, the
guideline publicly traded company method, and the capitalized excess earnings
method.
The discounted cash flow method is selected on the basis that the business
operations of CPN, RPU, MIM, KTI, KTOP, KCE, KSE, KPE, and CSI are expected
to fluctuate in the future according to projected business developments. In
conducting valuations using this method, the operations of CPN, RPU, MIM, KTI,
KTOP, KCE, KSE, KPE, and CSI are projected based on expected business
growth. The projected cash flows are then discounted to present value using a
discount rate that reflects the relevant risk level. The value indication is the total
present value of the projected cash flows.
In implementing the valuation with the adjusted net asset method, the value of all
components of assets and liabilities/debts must be adjusted to their market value,
except for components that already reflect market value (such as cash/bank
balances or bank loans). The overall market value of the company is then
determined by calculating the difference between the market value of total assets
(tangible and intangible) and the market value of liabilities.
The guideline publicly traded company method is employed in this valuation
despite the absence of publicly listed companies with identical scale and asset
levels. It is considered that available public company stock data may still be used
as a reference for comparison in valuing the shares held by CPN, RPU, MIM, KM,
KTOP, KBW, KPI, PPKT, KPDP, KPE, and CSI.
The capitalized excess earnings method, used for the valuation of KTI, KCE, and
KSE, is an asset-based valuation approach. Under this method, all asset and
liability components are adjusted to their respective market values, except for
those already reflecting fair market value (e.g., cash or bank debt).
In addition to tangible assets, the market value of intangible assets, such as
patents, licenses, research and development costs, trained and ready-to-work
personnel, and customer lists, must also be estimated. The market value of each
intangible asset is determined separately. The market value of equity (net worth)
is then calculated as the difference between the total adjusted value of all assets
and liabilities.
As the next step, the net cash flow of the valued company is determined. The
difference between this net cash flow and the expected income constitutes the
excess earnings generated by the net tangible assets. The value of the intangible
assets is then calculated by capitalizing this excess earnings using an appropriate
Page 16 from 21
Page 17
capitalization rate. The resulting market value indication of the shares is derived
by summing the value of net tangible assets and the value of intangible assets.
The appraisal approaches and methods described above are deemed the most
appropriate by KR for the purposes of this engagement and have been agreed
upon by the management of the Company and PT CDI. There is a possibility that
alternative valuation approaches or methods may also be applicable and may yield
different results.
Subsequently, the values derived from each method are reconciled by applying
appropriate weighting.
g. Appraisal Conclusion
Based on the results of the analysis of all data and information received by KR,
and taking into account all relevant factors affecting the valuation, it is KR’s opinion
that the market value of the Appraisal Object as of 31 December 2024 is USD
939.78 million.
2. Summary of Fairness Opinion Report of the Transaction
The following is a summary of the Fairness Opinion Report of the Transaction as stated
in Report Number 00053/2.0162-00/BS/04/0153/1/IV/2025 dated 11 April 2025:
a. Parties of the Transaction
The related parties in this Transaction are the Company, Phoenix and PT CDI.
b. Transaction Object of the Fairness Opinion
The transaction object in the fairness opinion of the Transaction are as follows:
(i) PT CDI has increased its issued and paid-up capital, which has been
subscribed by the Company in the amount of 8,532,640,800 shares with a
nominal value of IDR 100 per share, representing 7.59% of PT CDI’s shares,
at an exercise price of IDR 169 per share, resulting in a transaction value of
approximately IDR 1.44 trillion, which is equivalent to USD 90.00 million;
and;
(ii) PT CDI has increased its issued and paid-up capital, which has been
subscribed by Phoenix in the amount of 9,006,676,400 shares with a
nominal value of IDR 100 per share, representing 8.02% of PT CDI’s shares,
at an exercise price of IDR 169 per share, resulting in a transaction value of
approximately IDR 1.52 trillion, which is equivalent to USD 95.00 million.
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Page 18
c. Date of Fairness Opinion
The fairness opinion on the Transaction in this Fairness Opinion Report is
assessed as of 31 December 2024. This date was selected based on
considerations related to the interests and objectives of the fairness opinion
analysis for the Transaction.
d. Purpose and Objective of the Fairness Opinion
The purpose and objective of preparing the Fairness Opinion Report for the
Transaction is to provide the Board of Directors of the Company with an
assessment regarding the fairness of the Transaction from a financial perspective
and to fulfill applicable regulatory requirements, namely POJK 42/2020.
This fairness opinion has been prepared in compliance with the provisions set forth
under POJK 35/2020 and the Indonesian Valuation Standards (SPI).
e. Limitations and Key Assumptions
The fairness opinion analysis regarding the Transaction was prepared using data
and information as disclosed above, which KR has reviewed. In performing the
analysis, KR has relied on the accuracy, reliability, and completeness of all
financial information, legal status information of the Company, and other
information provided to KR by the Company or publicly available sources. KR does
not assume any responsibility for verifying the accuracy of such information. Any
changes to the data and information used could materially affect KR’s final opinion.
KR also relies on representations from the Company’s management that they are
not aware of any facts that would render the information provided to KR incomplete
or misleading. Accordingly, KR is not responsible for any changes in its fairness
opinion resulting from changes to the underlying data or information.
The Company’s consolidated financial projections before and after the Transaction
were prepared by the Company’s management. KR has reviewed these
projections, which appropriately reflect the Company’s operational conditions and
performance. Overall, no significant adjustments were deemed necessary by KR
to the Company’s performance targets.
KR did not inspect the Company’s fixed assets or facilities. Additionally, KR does
not provide any opinion on the tax implications of the Transaction. The services
rendered by KR to the Company in connection with the Transaction were limited
to issuing a fairness opinion and did not constitute accounting, audit, or tax
advisory services. KR has not conducted a legal due diligence on the validity of
the Transaction nor analyzed the legal or tax implications. The fairness opinion
only addresses the economic and financial aspects of the Transaction. This
Fairness Opinion Report is a non-disclaimer opinion and is open to the public,
except for confidential information that may affect the operations of the Company.
KR has obtained legal status information of the Company and CDI based on their
respective Articles of Association.
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Page 19
KR’s engagement in connection with the Transaction does not constitute, and
should not be interpreted as, a review, audit, or implementation of specific
procedures on financial information. Furthermore, the engagement is not intended
to detect internal control weaknesses, errors, misstatements in the financial
statements, or violations of law. KR is also not authorized or in a position to identify
or evaluate alternative transactions available to the Company or to assess the
impact of such alternatives on the Transaction.
This fairness opinion has been prepared based on the market and economic
conditions, general business and financial environment, and Government
regulations related to the Transaction as of the date of this opinion.
In preparing this fairness opinion, KR has made several assumptions, including
the fulfillment of all obligations and conditions by the Company and other parties
involved in the Transaction. It is also assumed that the Transaction will be
executed as described, within the designated timeline, and based on the accuracy
of the information disclosed by the Company’s management.
This fairness opinion must be read as a whole, and partial use of the analysis or
information without considering the full context may result in misleading
conclusions. The preparation of this fairness opinion is a complex process and
cannot be replicated through incomplete analysis.
KR assumes that from the issuance date of the fairness opinion to the date of
execution of the Transaction, there will be no material changes affecting the
assumptions used in this opinion. KR does not assume any obligation to reaffirm
or update this opinion due to any such changes occurring after the date of this
report. All calculations and analysis supporting the fairness opinion have been
properly conducted, and KR is responsible for the content of this Fairness Opinion
Report.
This fairness opinion conclusion remains valid unless there are material changes
affecting the Transaction. Such changes may include, but are not limited to,
internal changes within the Company or external changes such as market and
economic conditions, business, trade and financial environments, and relevant
government regulations after the issuance date of this Fairness Opinion Report.
Should such changes occur, the fairness opinion regarding the Transaction may
differ.
f. Fairness Opinion Approach and Procedures
In evaluating the fairness of the Transaction, KR conducted its analysis using the
following approaches and procedures:
(i) Analysis of the Transaction;
(ii) Qualitative and Quantitative Analysis of the Transaction; and
(iii) Fairness Analysis of the Trasaction
Page 19 from 21
Page 20
g. Conclusion
Based on the scope of work, assumptions, and data and information provided by
the Company’s management, as used in preparing this Fairness Opinion Report,
and based on the review of the financial impact of the Transaction as disclosed in
this report, KR is of the opinion that the Transaction is fair.
EXPLANATION, CONSIDERATIONS AND REASONS FOR CONDUCTING THE
TRANSACTION, COMPARED TO A SIMILAR TRANSACTION IF CONDUCTED WITH A
NON-AFFILIATED PARTY
The Company’s BOD affirms that this Transaction has undergone appropriate procedures and
ensures that it has been carried out in accordance with generally accepted business practices,
namely by applying procedures that compare the terms and conditions of similar transactions
between unaffiliated parties, and conducted on an arm’s-length basis.
STATEMENTS OF THE BOD AND THE BOC
1. The information disclosed in this Information Disclosure is complete and in accordance
with the provisions of POJK 42/2020.
2. The Transaction has been carried out in accordance with the procedures for affiliated
party transactions implemented by the Company as stipulated under POJK 42/2020.
3. The Transaction does not constitute a conflict of interest transaction as referred to in
POJK 42/2020.
4. The Transaction does not constitute a material transaction as defined under OJK
Regulation Number 17/POJK.04/2020 concerning Material Transactions and Changes
in Business Activities.
5. The Board of Commissioners and the Board of Directors of the Company declare that
all material information or facts disclosed in the Information Disclosure regarding the
Transaction have been fully disclosed, and that such information does not contain any
false or misleading facts.
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Page 21
ADDITIONAL INFORMATION
For further information regarding the above matters, the stakeholder can contact the Company
through one of the following communication media during business hours.
Head Office
Wisma Barito Pacific Tower A, 7th Floor
Jl. Let. Jend. S. Parman Kav-62-63, Jakarta 11410
Telp: (62-21) 530 7950
Fax: (62-21) 530 8930
E-mail: corporatesecretary@capcx.com
U.P.: Corporate Secretary
Thus, the Information Disclosure that we can convey. We thank you for your attention and
cooperation.
Yours faithfully,
PT Chandra Asri Pacific Tbk
Edi Riva’i Suryandi
Director Director
Page 21 from 21
Names mentioned 61 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT CDI
p.1 ×48
unresolved
person
Jose Dima Satria
· Notaris
p.2 ×11
unresolved
org
Minister of Law
p.2 ×3
unresolved
org
PT CDI Number AHU-AH.
p.2
unresolved
org
PT Tripolyta Indonesia
p.4
unresolved
person
Ridwan Suselo
· Notaris
p.4
unresolved
person
John Leonard Waworuntu
· Notaris
p.4
unresolved
org
Minister of Justice
p.4
unresolved
org
West Jakarta District Court
p.4
unresolved
org
PT Chandra Asri
p.4
unresolved
person
Dr. Amrul Partomuan Pohan
· Notaris
p.4 ×2
unresolved
org
PT Petrokimia Butadiene Indonesia
p.5
unresolved
org
Minister of Law and Human Rights
p.5 ×4
unresolved
org
Ministry of Law and Human Rights
p.5 ×3
unresolved
org
PT Styrindo Mono Indonesia
p.5
unresolved
—
SCG Chemicals Public
p.8
unresolved
org
New Growth Plus B.V.
p.9
unresolved
org
PT CDI’s Articles
p.9
unresolved
—
Erry Riyana Hardjapamek
· Commissioner
p.10
unresolved
person
Ade Supandi
p.10
unresolved
org
PT Chandra Daya Investasi Number AHU-AH.
p.10 ×2
unresolved
org
PT CDI. Page
p.11
unresolved
org
PT CDI. Aside
p.12
unresolved
org
KJPP KR
p.13
unresolved
org
Minister of Finance Decree
p.13
unresolved
org
PT CDI’s
p.13 ×5
unresolved
org
PT Chandra Pelabuhan Nusantara
p.14
unresolved
org
PT Redeco Petrolin Utama
p.14
unresolved
org
PT Marina Indah Maritim
p.14
unresolved
org
PT Krakatau Tirta Industri
p.14
unresolved
org
PT Krakatau Medika
p.14
unresolved
org
PT Krakatau Tirta Operasi
p.14
unresolved
org
PT Krakatau Blue Water
p.14
unresolved
org
KHI Pipe Industries
p.14
unresolved
org
PT PP Krakatau Tirta
p.14
unresolved
org
PT Krakatau Chandra Energi
p.14
unresolved
org
PT Krakatau Sarana Energi
p.14
unresolved
org
PT Krakatau Perbengkelan
p.14
unresolved
org
PT Krakatau Posco Energy
p.14
unresolved
org
PT Chandra Shipping International
p.14
unresolved
org
PT Chandra Samudera Port
p.14
unresolved
org
PT Chandra Cilegon Port
p.14
unresolved
org
PT CDI. KR
p.15
unresolved
org
PT CDI. KR's
p.15
unresolved
org
PT CDI. There
p.17
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
6154 ms
12 Sep 2026 22:52
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}