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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT BANGUN KOSAMBI SUKSES TBK (“COMPANY”)
(“DISCLOSURE OF INFORMATION”)
THIS DISCLOSURE OF INFORMATION IS PROVIDED BY THE COMPANY RELATED TO THE TRANSACTION
CARRIED OUT BY THE CONTROLLED COMPANY WITH MATERIAL VALUE AS REFERRED TO IN THE
FINANCIAL SERVICES AUTHORITY (“OJK”) REGULATION NUMBER 17/POJK.04/2020 OF 2020 REGARDING
MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES (“POJK 17/2020”) AND IS AN
AFFILIATED TRANSACTION AS REFERRED TO IN OJK REGULATION NUMBER 42/POJK.04/2020 OF 2020
REGARDING AFFILIATED TRANSACTIONS AND CONFLICT OF INTEREST TRANSACTIONS (“POJK 42/2020”).
PT BANGUN KOSAMBI SUKSES TBK
Main Business Activities:
Engaged in Real Estate and Holding Company Activities
Domiciled in Tangerang Regency, Indonesia
Head Office: Correspondence Office:
Jalan Inspeksi PIK 2, Terusan Jalan Perancis No. 5 Office Tower Agung Sedayu Group Lt 10
Kelurahan Dadap, Kecamatan Kosambi, Kabupaten Jl. Marina Raya, Kamal Muara, Penjaringan,
Tangerang 15211, Indonesia Jakarta Utara, 14470
Telephone: (+62) 21 - 50282888 Tel. (+62) 21 – 39734100
Fax: (+62) 21 - 50282888 Fax. (+62) 21 - 39734111
Email: corporate.secretary@cbdpik2.com
Website: www.cbdpik2.com
This Disclosure of Information is made in connection with the plan to change the joint operation structure as mentioned in the Company’s
Information Disclosure, dated 20 January 2025, to the utilization of assets in the form of land lease owned by PT Kukuh Mandiri Lestari
as a company that has an Affiliated relationship with the Company to PT Industri Pameran Nusantara as a Subsidiary or Controlled
Company of the Company in connection with the utilization and development of land for the construction and operation of the Project
NICE by PT Industri Pameran Nusantara which functions to organize Meetings, Incentives, Conventions, and Exhibitions (MICE).
This Disclosure of Information is submitted in order to comply with the provisions of POJK 17/2020 and POJK 42/2020.
This Disclosure of Information is published in Jakarta on 24 March 2025
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DEFINITIONS
Affiliation : Having the definition as referred to in Article 1 Number 1 of POJK 42/2020, namely:
a. family relations through marriage and descent up to the second degree, both horizontally
and vertically;
b. relationships between a party and the employees, directors, or commissioners of that
party;
c. relationships between two companies in which there is one or more members of the board
of directors or the board of commissioners in common;
d. relationships between a company and a party, either directly or indirectly, controlling or
being controlled by that company;
e. relationships between two companies that are controlled, either directly or indirectly, by
the same party; or
f. relationships between a company and its major shareholder.
BEI : PT Bursa Efek Indonesia (Indonesia Stock Exchange).
CBD PIK2 : Central Business District, Pantai Indah Kapuk Dua.
COD : Commercial Operation Date refers to the date determined as the commencement of commercial
operation of the NICE Project.
Information : The Company’s Information Disclosure dated 20 Januari 2025, as conveyed through the
Disclosure 20 January Company’s Letter No. 009/PIK2-CBDK/SPE/CORSEC/I/2025, dated 20 January 2025,
2025 regarding the Affiliated Transaction.
KJPP : Public Appraisal Firm (Kantor Jasa Penilai Publik – “KJPP”).
Independent Auditor’s : A report on the results of an audit of an entity’s financial statements, prepared by an
Report Independent Auditor in accordance with applicable auditing standards, which includes the
auditor’s opinion on the fairness of the financial statement presentation based on generally
accepted financial accounting standards (prinsip standar akuntansi keuangan – PSAK).
MICE : Meetings, Incentives, Conventions, and Exhibitions.
Transaction Object : Has the meaning stipulated in Part III number 4 (Object of Transaction) of this Disclosure of
Information.
OJK : Otoritas Jasa Keuangan (Financial Services Authority).
Company : PT Bangun Kosambi Sukses Tbk.
PT AS : PT Agung Sedayu.
PT IPN : PT Industri Pameran Nusantara.
PT KML : PT Kukuh Mandiri Lestari.
PT PANI : PT Pantai Indah Kapuk Dua Tbk.
PT TMJ : PT Tunas Mekar Jaya.
POJK 17/2020 : OJK Regulation Number 17/POJK.04/2020 regarding Material Transactions and Changes in
Business Activities.
POJK 42/2020 : OJK Regulation Number 42/POJK.04/2020 regarding Affiliate Transactions and Conflict of
Interest Transactions.
IDR or Rp : Indonesia Rupiah, a currency that is legally valid in the Republic of Indonesia.
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Fiscal Year : A consecutive 12 (twelve) month period commencing on 1 January and ending on 31 December
of each calendar year, unless otherwise determined by applicable laws and regulations or the
accounting policies applicable to PT IPN and PT KML.
Transaction : Transactions as defined in Part III number 1 of this Disclosure of Information.
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I. INTRODUCTION
This Disclosure of Information is made in order to fulfill the provisions stipulated in POJK 42/2020, which requires the Company
to disclose information in connection with the Affiliated Transaction.
This Disclosure of Information contains information regarding the Transaction that has been carried out by PT IPN which is a
Subsidiary or Controlled Company of the Company with PT KML which is an Affiliate of the Company as disclosed in the
Information Disclosure 20 January 2025. The transaction as referred to is described in detail in Part III of this Disclosure of
Information.
This Transaction is an Affiliated Transaction as referred to in POJK 42/2020 due to the existence of an Affiliated relationship
between the parties involved, as detailed will be explained in Part III number 8 of this Disclosure of Information. Furthermore,
although this Transaction is an Affiliated Transaction, this Transaction is not a Conflict of Interest Transaction as stipulated in
POJK 42/2020.
In addition, the value of the Transaction has not reached the value limit regulated in Article 3 paragraphs (1) and (2) of POJK
17/2020. Thus, this Transaction is not classified as a Material Transaction as referred to in POJK 17/2020.
As for considering that this Transaction is categorized as an Affiliated Transaction, in order to comply with the provisions of
Article 4 paragraph (1) POJK 42/2020, the Company must:
a. use an Appraiser to determine the fair value of the Transaction object and/or the fairness of the Transaction, and for this
purpose the Company has appointed KJPP as an independent appraiser;
b. announce this Disclosure of Information to the public no later than 2 (two) working days after the date of the Transaction;
and
c. submit this Disclosure of Information to the OJK and its supporting documents.
In connection with the matters mentioned above, in accordance with the provisions of POJK 17/2020 and POJK 42/2020, the
Company’s Board of Directors announces this Disclosure of Information with the intention of providing more complete
information and overview to the Company’s shareholders regarding the Transaction.
II. BRIEF DESCRIPTION REGARDING THE COMPANY
A. BRIEF HISTORY OF THE COMPANY
The Company was established under the laws of the Republic of Indonesia based on the Deed of Establishment of the
Limited Liability Company PT Bangun Kosambi Sukses No. 01 dated 3 April 2000, which was made before Djedjem
Widjaja, S.H., M.H., Notary in Jakarta, and has obtained approval from the Minister of Law and Legislation of the Republic
of Indonesia as evidenced by the Decree of the Minister of Law and Legislation of Indonesia No. C-16935
HT.01.01.TH.2000, dated 8 August 2000.
The Company's Articles of Association have undergone several amendments, with the latest amendment as stated in the
Deed of Resolution of the Shareholders of the Company No. 2 dated 8 November 2024, which was made before Gatot
Widodo, S.E., S.H., M.Kn., Notary in Central Jakarta, and has been notified to the Minister of Law and Human Rights
(“MOLHR”) based on the Acknowledgment of Receipt of Notification of Amendment to the Company's Articles of
Association No. AHU-AH.01.03-0209166, dated 8 November 2024, and has been registered in the Company Register No.
AHU-0241865.AH.01.11.TAHUN 2024, dated 8 November 2024.
B. CAPITAL STRUCTURE AND SHAREHOLDERS COMPOSITION OF THE COMPANY
The Company’s capital structure and shareholder composition as of the date of this Disclosure of Information are as
follows:
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Nominal Value Rp20,- per share
Remarks Percentage
Number of Shares Nominal Amount (Rp)
(%)
Authorized Capital 20,408,200,000 408,164,000,000
Issued and Paid-up Capital:
PT PANI 2,602,050,000 52,041,000,000 45.90
PT AS 1,250,000,000 25,000,000,000 22.05
PT TMJ 1,250,000,000 25,000,000,000 22.05
Public 566,894,500 11,337,890,000 10.00
Total Issued and Fully Paid-up Capital 5,668,944,500 113,378,890,000 100.00
Number of Shares in Portfolio 14,739,255,500 294,785,110,000
C. COMPOSITION OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY
Pursuant to the Deed of Statement of Resolutions of the Shareholders No. 4, dated 9 September 2024, made before Gatot
Widodo, S.E., S.H., M.Kn., Notary in Central Jakarta, which has been approved by and notified to the MOLHR based on
(i) the Receipt of Notification of Changes in Company Data No. AHU-AH.01.09-0250058, dated 10 September 2024, and
registered in the Company Register No. AHU-0192001.AH.01.11.TAHUN 2024, dated 10 September 2024, (ii) the Receipt
of Notification of Amendment to the Articles of Association No. AHU-AH.01.03-0190848, dated 10 September 2024, which
has been registered in the Company Register No. AHU-0192001.AH.01.11.TAHUN 2024, dated 10 September 2024, and
(iii) the Receipt of Notification of Changes in Company Data No. AHU-AH.01.09-0250058, dated 10 September 2024, in
conjunction with the Deed of Statement of Shareholders’ Meeting Resolutions No. 3, dated 8 November 2024, made
before Gatot Widodo, S.E., S.H., M.Kn., Notary in Central Jakarta, as notified to the MOLHR based on the Receipt of
Notification of Changes in Company Data No. AHU-AH.01.09-0273755, dated 8 November 2024, and registered in the
Company Register No. AHU-0242152.AH.01.11.TAHUN 2024, dated 8 November 2024, the composition of the
Company’s management is as follows:
Board of Commissioners
President Commissioner : Richard Halim Kusuma
Commissioner : Phiong Phillipus Darma
Independent Commissioner : Hardjo Subroto Lilik
Board of Directors
President Director : Steven Kusumo
Vice President Director : Ipeng Widjoyo
Director : Linda Kusumo
Director : Markus Kusumaputra
Director : Yohanes Edmond Budiman
Director : Arthur Salim
Vice Director : Christina Widjaja
III. BRIEF DESCRIPTION OF THE TRANSACTION
1. Background and Reason for the Transaction
On 8 November 2024, PT IPN has signed an Joint Operation Cooperation Agreement with PT KML (the “Joint Operation
Agreement”) in connection with the establishment of an operational cooperation in connection with the Leased Asset
and NICE Project Building optimization project in the form of the development of a building that functions to host Meetings,
Incentives, Conferences, and Exhibitions (MICE) (“NICE Project”), on top of the Leased Asset. It has been disclosed in
the Information Disclosure on January 20, 2025.
Considering the influence of the market’s dynamic, PT IPN and PT KML agreed to change the form of join operation
cooperation to a form of lease cooperation as stipulated in the Cooperation Agreement as well as restate all provisions
in the Joint Operation Agreement based on and subject to the terms and conditions stated in the Cooperation Agreement.
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Therefore, this Disclosure of Information is made in connection with the signing of the Amendment and Restatement of
the Cooperation Agreement between PT IPN and PT KML, dated 21 March 2025 (the “Cooperation Agreement”),
whereby PT IPN and PT KML intend to enter into cooperation in the form of lease on the Leased Asset, to construct and
operate the NICE Project Building on the Leased Asset (the “Transaction”).
2. Transaction Benefits
This transaction is carried out for the benefit of PT IPN and PT KML, because PT IPN needs a plot of land that will be
used to carry out its MICE business activities and PT KML needs a party who can use a plot of land owned by PT KML
in order to provide benefits for PT KML.
In addition, the Transaction is expected to enable PT IPN to conduct its MICE business which will also have a positive
impact on the development of CBD PIK2, as well as increase value for shareholders and stakeholders of the Company.
3. Transaction Date
The Cooperation Agreement was signed on 21 March 2025.
4. Transaction Object
PT KML will assign to PT IPN the right to manage the Leased Asset during the Lease Period in the form of a plot of land
located in Desa Salembaran Jaya, Kecamatan Kosambi, Kabupaten Tangerang, Provinsi Banten with an area of ±
187,740 m2 (one hundred and eighty-seven thousand seven hundred and forty square meters), which is part of the land
plots as evidenced in the certificate of Building Rights (Hak Guna Bangunan – “HGB”) in the name of PT KML, with the
following details (hereinafter referred to as “Leased Asset”):
Certificate Location & Area HGB End Date Information
HGB Certificate No. 02139, Salembaran Jaya, Kosambi, 11 April 2049 Not encumbered by
dated 1 October 2020, in the Tangerang, Banten any security interest
name of PT KML Broad: and free from any
5.498m2 disputes.
Area of assets leased:
1,893m2
HGB Certificate No. 00436, Salembaran Jaya, Kosambi, 11 September 2038 Not encumbered by
dated 25 January 2017, in the Tangerang, Banten any security interest
name of PT KML Broad: and free from any
1,497,592m2 disputes.
Area of assets leased:
185,847m2
5. Transaction Value
The total projected Variable Lease Price during the Lease Period based on the fairness opinion report on the Transaction
as state in report No. 00022/2.0162-00/BS/03/0153/1/III/2025 dated 21 March 2025 is at the maximum amount of
IDR1,570,000,000,000 (one trillion five hundred seventy billion Rupiah) (excluding taxes in accordance with applicable
laws and regulations and other transaction fees) (“Total Transaction Value”), where the total transaction value is no
more than 20% (twenty percent) of the Company's equity based on Interim Consolidated Financial Statements of the
Company as of 30 June 2024, 31 December 2023, 2022, and 2021, dated 14 October 2024, so that this Transaction is
not categorized a material transaction as regulated in POJK 17/2020.
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6. Summary of Cooperation Agreement
The Cooperation Agreement between PT IPN and PT KML, whereby PT KML agrees to lease to PT IPN and PT IPN
agrees to lease from PT KML the Leased Asset, and PT IPN is obliged to construct and operate the NICE Project Building
on the Leased Asset during the lease term (“Lease Cooperation”), with the following details:
a) Variable Lease Price
PT KML will receive compensation in the form of annual lease payments from PT IPN, which is calculated in a
variable based on PT IPN's profit/loss position on the operations of the NICE Project multiplied by the percentage
of profit sharing in connection with the Transaction, respectively in the amount of 15% (fifteen percent) for PT KML
and 85% (eighty five percent) for PT IPN during the Lease Period, with the projected Variable Lease Price to be paid
by PT IPN to PT KML during the Lease Period (and not on an annual basis) at a maximum amount of IDR
1,570,000,000,000 (one trillion five hundred seventy billion Rupiah). The profit referred to in this Article is the
accumulated positive net profit of the current Fiscal Year generated by PT IPN without taking into account the
depreciation cost of the NICE Project Building and other costs related to construction including but not limited to
interest costs on loans in connection with the construction of the NICE Project (“PT IPN Net Profit”). The percentage
as referred to in the Cooperation Agreement may be reviewed from time to time based on mutual agreement between
PT IPN and PT KML, taking into account the business conditions and applicable laws and regulations.
The above lease payment can only be made once PT IPN has recorded an accumulated net profit for the relevant
Fiscal Year as evidenced by PT IPN’s audited financial statements for the relevant Fiscal Year (“PT IPN Audited
Financial Statements”), taking into account: (i) PT IPN has generated a PT IPN Net Profit in the relevant Fiscal
Year, and (ii) the condition and availability of PT IPN’s cash flow that allows for lease payments to PT KML. To
determine the due date and payable amount of the lease payment, PT IPN and PT KML agree that PT IPN shall
make the lease payment to PT KML no later than 1 (one) month from the date of the Independent Auditor’s Report
on PT IPN Audited Financial Statements.
b) Period of Cooperation
The Cooperation Agreement is signed and effective on 21 March 2025, and will be held for a period of 20 (twenty)
years and can be automatically extended for a period of 20 (twenty) years unless there is a prior written notice from
PT IPN to PT KML sent no later than 6 (six) months before the expiration date of the lease, informing that PT IPN
intends not to renew the Lease Cooperation (“Lease Period”). The extension of the Lease Cooperation after the
Lease Period will be subject to the agreement of PT IPN and PT KML as well as the applicable laws and regulations,
including but not limited to the laws and regulations that regulate the terms of the Building Rights and their
extension/renewal.
c) Rights and Obligations of PT IPN and PT KML
- Joint Obligations of PT IPN and PT KML
1) provide and carry out all necessary obligations in the Lease Cooperation as agreed in the Cooperation
Agreement;
2) bear the costs and expenses in accordance with their respective responsibilities as agreed and specified
in the other parts of the Cooperation Agreement; and
3) cooperate with full responsibility and always fulfill all and every terms and conditions stipulated in the
Cooperation Agreement so that the Cooperation Agreement can run and be implemented effectively and
efficiently as it should.
- Joint Rights of PT IPN and PT KML
Appointing a Public Valuation Service Consultant (KJPP) to assess the percentage of portion distribution of PT
IPN and PT KML, including its fair opinion in relation to the utilization of the Leased Asset, including the NICE
Project Building on it.
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- PT KML has the right to:
Receive variable lease payments from PT IPN in accordance with the Cooperation Agreement.
- PT IPN has the right to:
1) lease the Leased Asset, utilize, construct the NICE Project Building, and manage the Leased Asset in
accordance with its designated purpose and the terms of the Cooperation Agreement; and
2) plan and determine the design and specifications of the construction and development of the NICE Project
Building on the Leased Asset.
- PT KML must:
1) lease and provide the Leased Asset to PT IPN in conditions that is (i) ready to be developed on the basis
of rights in the form of HGB valid for a period of at least 20 (twenty) years; (ii) clear and free from any
occupation/placement or physical possession by another party; (iii) free from all forms of encumbrance,
and be responsible for paying, settling and releasing all claims, bills, disputes, cases, warnings,
summonses and/or legal claims/cases in any term in connection with the rights of the Leased Asset to PT
IPN;
2) Submit periodic reports on licensing progress and/or other reports required by PT IPN;
3) Bear the cost of Land and Building Tax (PBB) for the Leased Asset prior to the NICE Project achieving
COD; and
4) Prepare and handle all permits required in connection with the NICE Project as required and determined
by the Government Authorities in accordance with the applicable Laws.
- PT IPN must:
1) use the Leased Asset that has been leased by PT KML to be used according to its intended purpose
based on the agreement between PT IPN and PT KML and the applicable laws and regulations;
2) be fully responsible for carrying out the construction and financing 100% (one hundred percent) of the
construction activities for the NICE Project Building without transferring and/or imposing risks,
responsibilities and financial obligations to PT KML;
3) support and cooperate with PT KML in applying for and obtaining the necessary approvals and permits for
the implementation of the NICE Project; and
4) prepare and provide the PT IPN Audited Financial Statements no later than 90 (ninety) calendar days after
the end of the relevant Fiscal Year, and submit the PT IPN Audited Financial Statements to PT KML
immediately upon issuance, without unreasonable delay.
d) Governing Law
The Cooperation Agreement shall be governed by. interpreted, and subject to the provisions of the applicable laws
in the territory of the Republic of Indonesia.
e) Dispute Resolution
- Any differences of opinion or disputes that occur or may occur between PT IPN and PT KML in connection with
the interpretation or as a result of the implementation of the Cooperation Agreement, PT IPN and PT KML
agree to resolve amicably through mutual deliberation.
- In the event that a difference of opinion or dispute between PT IPN and PT KML regarding the interpretation
and/or implementation of the Cooperation Agreement cannot be resolved by PT IPN and PT KML through
mutual deliberation, PT IPN and PT KML agree to resolve the difference of opinion or dispute between PT IPN
and PT KML through the judicial process at the North Jakarta District Court.
7. Parties to the Transaction
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a) PT IPN
1) Brief History of PT IPN
PT IPN was established under the laws of the Republic of Indonesia based on the Deed of Establishment of
PT IPN No. 82, dated 16 January 2023, which was made before Edison Jingga, S.H., M.H., Notary in North
Jakarta Administrative City, and has obtained approval from the MOLHR as evidenced by the Decree No. AHU-
0005353.AH.01.01.TAHUN 2023, dated 24 January 2023 (“Deed of Establishment of PT IPN”).
PT IPN’s Articles of Association have undergone several amendments, with the latest amendment as stated in
the Deed of Circular Resolutions of the Shareholders of PT IPN No. 18, dated 4 September 2024, which was
made before Edison Jingga, S.H., M.H., Notary in North Jakarta Administrative City, and has been approved
by the MOLHR based on the Decree No. AHU-0058278.AH.01.02.TAHUN 2024, dated 13 September 2024.
2) Capital Structure and Shareholders Composition of PT IPN
The following is the capital structure and shareholders composition of PT IPN on the date of this Disclosure of
Information as follows:
Number of Shares
Nominal Value
Remarks %
Series A Series B (Rupiah)
(Rp1.000.000 (Rp17.000 per
per share) share)
Authorized Capital 10,000 135,035,675 2,305,606,475,000
Issued and Paid-up Capital:
PT KML 9,966 0 9,966,000,000 0.0074
PT Inti Multi Karya 17 0 17,000,000 0.0000
PT TMJ 17 0 17,000,000 0.0000
Company 0 135,035,675 2,295,606,475,000 99.9926
Total of Issued and Paid-up 10,000 135,035,675 2,305,606,475,000 100.00
Capital
Number of Shares in 0 0 0
Portfolio
3) Composition of the Board of Directors and Board of Commissioners of PT IPN
Based on the Deed of Statement of Resolutions of the Extraordinary General Meeting of Shareholders of PT
IPN No. 9, dated 3 July 2023, made before Edison Jingga, S.H., M.H., Notary in North Jakarta Administrative
City, which has been notified to the MOLHR based on the Receipt of Notification of Changes in Company Data
PT IPN No. AHU-AH.01.09-0145587, dated 28 July 2023, the composition of PT IPN’s management is as
follows:
Board of Commissioners
President Commissioner : Kho Cing Siong
Commissioner : Belly Djaliel
Board of Directors
President Director : Nono Sampono
Director : Yohanes Edmond Budiman
4) PT IPN Business Activities
Up to the issuance of this Disclosure of Information and based on Article 3 of the Articles of Association of PT
IPN, the purpose and objectives of PT IPN are:
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• Venue Rental;
• Operational Leasing and Rental Without Option Rights;
• MICE Services; and
• Real Estate
To achieve the above purposes and objectives, PT IPN conducts the following business activities:
(i) 68112 – Venue Rental for MICE Activities and Special Events
This group includes renting places and facilities for the organization of meetings, incentive trips,
conventions, exhibitions, or for organizing special events. Rentals are done for a specific period for
preparation, event execution, and dismantling. The venues include convention centers, exhibition centers,
and special/multi-purpose venues.
(ii) 77323 – Leasing and Operational Leasing Without Option Rights for MICE Equipment
This group includes the leasing and operational leasing (without option rights) of machines, equipment,
and decorations for the needs of Meeting, Incentive, Convention, and Exhibition (MICE) activities and
other supporting items.
(iii) 82301 – Meeting, Incentive, Convention, and Exhibition (MICE) Organizer Services
This group includes businesses engaged in the organization, promotion, and/or management of events,
such as services for meetings of groups of people (statesmen, businessmen, intellectuals, etc.). Also
included in this group are businesses providing services that plan, organize, and hold incentive travel
programs, as well as businesses that plan and organize trade fairs, business conventions, conferences,
and meetings or gatherings. These activities are also known as MICE (Meeting, Incentive, Convention,
and Exhibition) services.
(iv) 68111 – Owned or Leased Real Estate
This group includes activities related to the purchase, sale, rental, and operation of real estate, both owned
and leased, such as apartment buildings, residential buildings, and non-residential buildings (such as
storage facilities/warehouses, malls, shopping centers, etc.), as well as the provision of houses and flats
or apartments with or without furnishings for permanent use, whether on a monthly or annual basis. This
also includes land sales, the development of buildings for self-operation (for renting out spaces in the
building), subdivision of real estate into plots without land development, and the operation of residential
areas for movable houses. Based on confirmation from PT IPN, as of the date of this Disclosure of
Information, PT IPN has not yet commenced commercial operations.
b) PT KML
1) Brief History of PT KML
PT KML was established under the laws of the Republic of Indonesia based on the Deed of Establishment of
PT KML No. 11, dated 3 September 1998, which was made before Raden Johanes Sarwono, S.H., Notary in
Jakarta, which has been ratified by the Minister of Justice as evidenced by Decree No. C-4193.HT.01.01-
TH.99, dated 7 April 2000 (“Deed of Establishment of PT KML”).
The Articles of Association of PT KML have undergone several changes with the latest amendment as stated
in the PT KML Deed No. 5 dated 3 August 2021, which was made before Edison Jingga, S.H., M.H., Notary at
the North Jakarta Administrative City, which has been approved by the MOLHR based on Decree No. AHU-
0044246. AH.01.02.TAHUN 2021 dated 16 August 2021.
2) Capital Structure and Shareholders Composition of PT KML
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The following is the capital structure and shareholders composition of PT KML as of the date of this Information
Disclosure as follows:
Nominal Value IDR1,000,000 per share
Information Percentage
Number of Shares Nominal Amount (Rp)
(%)
Authorized Capital 100.000 100.000.000.000
Issued and Fully Paid-up Capital:
PT TMJ 2 5.000 25,000,000,000 50,00
PT AS 25.000 25.000.000.000 50,00
Total Issued and Fully Paid-up Capital 50.000 50.000.000.000 100,00
Number of Shares in Portfolio 50.000 50.000.000.000
3) Composition of the Board of Directors and Board of Commissioners of PT KML
Based on the Deed of Statement of Resolution of the Extraordinary General Meeting of Shareholders of PT
KML No. 35, dated 19 November 2020, which was made before Edison Jingga, S.H., M.Kn., Notary in the
Administrative City of North Jakarta, which has been notified to the MOLHR based on the Receipt of Notification
of Changes in Company Data of PT KML No. AHU-AH.01.03-0412998, dated 27 November 2020, the following
is the composition of the management of PT KML:
Board of Commissioners
President Commissioner : Kho Cing Siong
Commissioner : Freddy Numberi
Board of Directors
President Director : Nono Sampono
Director : Yohanes Edmond Budiman
Director : Surya Pranoto Budihardjo
Director : Belly Djaliel
4) PT KML Business Activities
Until the issuance of this Disclosure of Information and based on Article 3 of the Deed of Statement of
Resolution of the Extraordinary General Meeting of Shareholders of PT KML No. 5, dated 3 August 2021, made
before Edison Jingga, S.H., M.Kn., Notary in the Administrative City of North Jakarta, which has been approved
by the MOLHR based on Decree No. AHU-0044246. AH.01.02.Year 2021, dated 16 August 2021, the purpose
and objectives of PT KML are:
• Real Estate; and
• Tourism.
To achieve the above objectives and objectives, PT KML carries out the following business activities:
(i) 68111 – Owned or Leased Real Estate
This group includes activities related to the purchase, sale, rental, and operation of real estate, both owned
and leased, such as apartment buildings, residential buildings, and non-residential buildings (such as
storage facilities/warehouses, malls, shopping centers, etc.), as well as the provision of houses and flats
or apartments with or without furnishings for permanent use, whether on a monthly or annual basis. This
also includes land sales, the development of buildings for self-operation (for renting out spaces in the
building), subdivision of real estate into plots without land development, and the operation of residential
areas for movable houses.
(ii) 68130 – Industrial Estate
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This group includes land cultivation with an area of at least 50 hectares in one stretch that is used as an
area where industrial activities are concentrated in industrial activities equipped with supporting facilities
and infrastructure developed and managed by industrial estate companies that already have industrial
estate business licenses. Including the cultivation of certain industrial areas for micro, small and medium
enterprises with a minimum of 5 (five) hectares in one expanse.
(iii) 93211 – Recreational Park
This group includes the operation of various attractions such as games using mechanics, games using
water, renting equipment/facilities related to recreation, performances, parades, exhibitions with certain
themes and picnic fields, operating transportation inside recreational parks, to providing activities in parks
or beaches. Recreational park businesses contain elements of entertainment and can have educational
elements. The operation of this business can be complemented by the provision of food and beverage
services, souvenirs, accommodation.
8. Nature of the Affiliate Relationship of the Parties Involved in the Transaction
This Transaction is included in the criteria for Affiliate Transactions based on POJK 42/2020, where the Affiliate
relationship between the Company, PT IPN, and PT KML arises due to the existence of the same control by PT AS and
PT TMJ, either directly or indirectly, with the following details:
a. PT AS and PT TMJ are each parties that, directly and indirectly (through PT MAP) (which acting as the controlling
shareholder of PT PANI) respectively have majority share ownership in the Company;
b. PT AS and PT TMJ are parties that indirectly (through the Company and PT KML) holds shares in PT IPN;
c. PT AS and TMJ are parties that directly own shares in PT KML.
9. Considerations and Reasons for Carrying Out Transactions Compared to Similar Transactions Using Other
Forms of Cooperation
The scheme of the Transaction as disclosed in this Disclosure of Information provides optimal benefits to the Parties
involved in the Transaction compared to other transaction’s schemes, including but not limited to transactions in the form
of a joint operation. The transaction between PT IPN and PT KML is carried out to provide long-term benefits by optimizing
the use of PT KML’s land assets, which allows PT KML to maintain ownership of the land while generating stable lease
income. Compared to other forms of cooperation, this collaboration maximizes asset management efficiency and offers
flexibility in lease payments. Furthermore, the affiliated relationship between the parties, which have majority ownership
either directly or indirectly, will create synergy and facilitate coordination and decision-making.
IV. SUMMARY OF APPRAISAL REPORT ON THE FAIRNESS OF THE TRANSACTION
…………
KJPP Kusnanto & Rekan (“KR”) as the official KJPP based on the Decree of the Minister of Finance No. 2.19.0162 dated July
15, 2019 and registered as a capital market support professional service office at the OJK with a Capital Market Support
Professional Registration Certificate from the OJK No. STTD. PB-01/PJ-1/PM.223/2023 (business appraiser), has been
appointed by the Company's management to provide a fair opinion on the Transaction in accordance with the letter of
assignment No. KR/250210-001 date 10 February 2025 that has been approved by the Company's management.
The following is a summary of the report of the fairness opinion on the Transaction as stated in report
No. 00022/2.0162-00/BS/03/0153/1/III/2025 dated 21 March 2025.
1. Parties Involved in The Transaction
The transacting parties in the Transaction are PT IPN and PT KML.
2. The Valuation Object
The object of the transaction in the fairness opinion of the Transaction is the transaction in connection with which PT IPN
Page 13
and PT KML have agreed to cooperate in the form of a lease agreement over the Land, which is entirely registered under
the name of PT KML, where PT IPN will carry out the NICE Project with a rental fee for the Land calculated based on a
Variable Rent Price, effective from the date of signing the Cooperation Agreement, and to be conducted for a period of
20 years and can be automatically extended for another 20 years unless there is a written notification from PT IPN to PT
KML sent no later than 6 months prior to the expiration date of the lease.
3. Purpose of Fairness Opinion
Purpose and objective of the preparation of the fairness opinion on the Transaction is to provide an overview on the
fairness of the Transaction to the Company’s Directors from financial aspects and to comply with the applicable
regulations, i.e. OJK Regulation 42/2020.
4. Assumptions and Limiting Conditions
The fairness opinion analysis on the Transaction was prepared using the data and information as disclosed above, such
data and information of which KR have reviewed. In performing the analysis, KR relied on the accuracy, reliability and
completeness of all financial information, information on the legal status of the Company and other information provided
to us by the Company or publicly available and KR are not responsible for the accuracy of such information. Any changes
to the data and information may materially influence the outcome of our opinion. KR also relied on assurances from the
management of the Company that they did not know the facts which led to the information given to us to be incomplete
or misleading. Therefore, KR are not responsible for the changes in the conclusions of our fairness opinion caused by
changes in those data and information.
The Company's financial projections before and after the Transaction was prepared by the Company's management. KR
have reviewed such financial projections and those financial projections have described the operating conditions and
performance of the Company. Overall, there were not any significant adjustments to be made to the performance targets
of the Company.
KR did not perform an inspection of the Company's fixed assets or facilities. In addition, KR also did not give an opinion
on the tax impact of the Transaction. The service KR provided to the Company in connection with the Transaction merely
was the provision of the fairness opinion on the Transaction, not accounting services, auditing or taxation. KR did not
perform observation on the validity of the Transaction from legal aspects and implication of taxation aspects. The fairness
opinion on the Transaction was only performed from economic and financial aspects. The fairness opinion report on the
Transaction represented a non-disclaimer opinion and was an open-for-public report unless there was confidential
information on such report, which might affect the Company's operations. Furthermore, KR have also obtained the
information on the legal status of the Company and PT IPN based on the articles of association of the Company and PT
IPN.
KR’s work related to the Transaction was not and could not be interpreted in any form, a review or an audit or an
implementation of certain procedures of financial information. The work was also not intended to reveal weaknesses in
internal control, errors or irregularities in the financial statements or violation of law. In addition, KJPP KR did not have
the authority and was not in a position to obtain and analyze a form of other transactions that existed and might be
available to the Company other than the Transaction and the effect of these transactions to the Transaction.
This fairness opinion was prepared based on the market and economic conditions, general business and financial
conditions as well as government regulations related to the Transaction on the issuance date of this fairness opinion.
In preparing the fairness opinion, KR applied several assumptions, such as the fulfillment of all conditions and obligations
of the Company as well as all parties involved in the Transaction. Transaction would be executed as described
accordingly to a predetermined time period and the accuracy of the information regarding the Transaction which was
disclosed by the Company's management.
The fairness opinion should be viewed as a whole and the use of partial analysis and information without considering
other information and analysis as a whole may cause a misleading view and conclusion on the process underlying the
fairness opinion. The preparation of the fairness opinion was a complicated process and might not be possible to perform
through incomplete analysis.
Page 14
KR also assumed that from the issuance date of the fairness opinion until the execution date of the Transaction, there
were no changes that could materially affect the assumptions used in the preparation of the fairness opinion. KR are not
responsible to reaffirm or to supplement or to update our opinion due to the changes in the assumptions and conditions
as well as events occurring after the letter date. The calculation and analysis in the fairness opinion have been performed
properly and KR are responsible for the fairness opinion report.
The conclusion of the fairness opinion is applicable for no changes that might materially impact on the Transaction. Such
changes include, but not limited to, the changes in conditions both internally on the Company and externally on the market
and economic conditions, general conditions of business, trading and financial as well as government regulations of
Indonesia and other relevant regulations after the issuance date of the fairness opinion report. Whenever after the
issuance date of the fairness opinion report such changes occur, the fairness opinion on the Transaction might be
different.
5. The Approach and Valuation Method
In evaluating the fairness opinion on the Transaction, KR had performed analysis through the approaches and procedures
of the fairness opinion on the Transaction as follows:
• Analysis of the Transaction;
• Qualitative and quantitative analysis of the Transaction; and
• Analysis of the fairness on the Transaction.
6. Fairness Opinion on the Transaction
Based on the scope of works, assumptions, data, and information acquired from the Company's management which was
used in the preparation of this fairness opinion report, a review of the financial impact on the Transaction as disclosed in
the fairness opinion report, therefore in KR’s opinion, the Transaction is fair.
V. STATEMENT FROM THE COMPANY’S BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
1. Statement of the Board of Directors
The Company's Board of Directors states that:
- The Board of Directors of the Company hereby declares that this Transaction is an affiliate transaction as referred to
in POJK 42/2020, but not categorized as a material transaction as referred to in POJK 17/2020. This Transaction has
also undergone adequate procedures in accordance with the Company’s internal policies to ensure that the
Transaction is conducted in accordance with generally accepted business practices and the arm’s length principle and
in compliance with the provisions of POJK 42/2020 and POJK 17/2020.
2. Statement of the Company’s Board of Commissioners and Board of Directors
The Company’s Board of Commissioners and Board of Directors declare that:
- The Transaction does not contain Conflict of Interests as regulated in POJK 42/2020; and
- All material information has been disclosed, and such information is not misleading to shareholders and can be
properly accounted for.
Page 15
VI. ADDITIONAL INFORMATION
For the shareholders of the Company who require further information regarding the Transaction, please contact:
PT BANGUN KOSAMBI SUKSES TBK
Head Office: Correspondence Office:
Jalan Inspeksi PIK 2, Terusan Jalan Perancis No. 5 Office Tower Agung Sedayu Group Lt 10
Kelurahan Dadap, Kecamatan Kosambi, Kabupaten Jl. Marina Raya, Kamal Muara, Penjaringan,
Tangerang 15211, Indonesia Jakarta Utara, 14470
Telepon: (+62) 21 - 50282888 Tel. (+62) 21 – 39734100
Fax: (+62) 21 - 50282888 Fax. (+62) 21 - 39734111
Email: corporate.secretary@cbdpik2.com
Website: www.cbdpik2.com
Names mentioned 57 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×2
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
PT AS
p.2 ×7
unresolved
org
PT IPN
p.2 ×66
unresolved
org
PT KML
p.2 ×63
unresolved
org
PT PANI
p.2 ×3
unresolved
org
PT TMJ
p.2 ×7
unresolved
org
PT KML. Transaction
p.3
unresolved
person
Djedjem Widjaja
· Notaris
p.4
unresolved
org
Minister of Law and Legislation
p.4
unresolved
org
Minister of Law and Legislation of Indonesia No. C-
p.4
unresolved
org
Minister of Law and Human Rights
p.4
unresolved
org
PT KML. In
p.6
unresolved
org
PT IPN's
p.7 ×4
unresolved
org
PT IPN Net Profit
p.7 ×2
unresolved
org
PT IPN Audited Financial Statements
p.7 ×4
unresolved
org
PT KML. To
p.7
unresolved
org
PT KML Appointing
p.7
unresolved
org
North Jakarta District Court
p.8
unresolved
person
Edison Jingga
· Notaris
p.9 ×11
unresolved
org
PT IPN’s Articles
p.9
unresolved
org
PT Inti Multi Karya
p.9
unresolved
org
PT IPN Based
p.9
unresolved
org
PT IPN No. AHU-AH.
p.9
unresolved
org
PT IPN Business Activities Up
p.9
unresolved
person
Raden Johanes Sarwono
· Notaris
p.10
unresolved
org
Minister of Justice
p.10
unresolved
org
PT KML Deed
p.10
unresolved
org
PT KML Based
p.11
unresolved
org
PT KML No. AHU-AH.
p.11
unresolved
org
PT KML Business Activities Until
p.11
unresolved
org
PT MAP
p.12
unresolved
org
PT KML’s
p.12
unresolved
org
KJPP Kusnanto & Rekan
p.12
unresolved
org
KJPP Kusnanto
p.12
unresolved
org
Minister of Finance
p.12
unresolved
org
PT IPN. KR’s
p.13
unresolved
org
KJPP KR
p.13
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
3698 ms
12 Sep 2026 22:52
Raw output
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'appraiser_name': '',
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'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}