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20260629_TOBA_Laporan Informasi dan Fakta Material_32105835_lamp2.pdf
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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT TBS ENERGI UTAMA TBK
IN RELATION TO A MATERIAL TRANSACTION
THIS DISCLOSURE OF INFORMATION HAS BEEN PREPARED BY THE COMPANY FOR ITS
SHAREHOLDERS FOR THE PURPOSE OF COMPLYING WITH FINANCIAL SERVICES AUTHORITY
REGULATION NO. 17/POJK.04/2020 ON MATERIAL TRANSACTIONS AND CHANGES IN
BUSINESS ACTIVITIES ("OJK REGULATION NO. 17/2020").
THE INFORMATION SET OUT IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT AND
REQUIRES THE ATTENTION OF THE SHAREHOLDERS OF THE COMPANY.
IF YOU EXPERIENCE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION SET OUT IN
THIS DISCLOSURE OF INFORMATION OR ANY AMENDMENT AND/OR SUPPLEMENT THERETO,
YOU SHOULD CONSULT YOUR LEGAL ADVISER, INDEPENDENT PUBLIC ACCOUNTANT,
FINANCIAL ADVISER OR OTHER PROFESSIONAL ADVISER.
PT TBS ENERGI UTAMA Tbk
(the “COMPANY”)
Domiciled in South Jakarta
Business Activities:
Management consultancy activities and holding company activities (through investments in coal mining and
trading, oil palm plantations, while expanding its business as an independent power producer, as well as
investments in renewable energy, waste management businesses, and the wholesale and retail trading of motor
vehicles through its subsidiaries).
Head Office:
Treasury Tower Level 33, SCBD Lot.28, Jl. Jend. Sudirman Kav.52-53, Jakarta Selatan 12190, Indonesia
Phone: (62-21) 5020 0353, Faxcimile: (62-21) 5020 0352
Email : corsec@thisistbs.com, Website: www.thisistbs.com
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY,
WHETHER INDIVIDUALLY OR JOINTLY, ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY
AND COMPLETENESS OF THE INFORMATION DISCLOSED IN THIS DISCLOSURE OF
INFORMATION AND, HAVING MADE DUE AND CAREFUL ENQUIRIES, CONFIRM THAT, TO THE
BEST OF THEIR KNOWLEDGE AND BELIEF, THERE IS NO MATERIAL INFORMATION WHICH
HAS NOT BEEN DISCLOSED THAT WOULD RENDER THE INFORMATION CONTAINED IN THIS
DISCLOSURE OF INFORMATION UNTRUE AND/OR MISLEADING.
This Disclosure Information is issued on 26 June 2026
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I. DEFINITION AND ABBREVIATIONS
AMES : Asia Medical Enviro Services Pte. Ltd. (Company Registration
No. 201814932G), a company incorporated in the Republic of
Singapore, having its registered office at 12 Tuas Avenue 18,
Singapore 638896. AMES is a Controlled Company of the
Company, all of the issued and outstanding shares of which are
indirectly wholly owned by the Company.
Borrowers : Original Borrower and New Borrowers.
CE : Cora Environment Pte. Ltd. (formerly known as SembWaste Pte.
Ltd.) (Company Registration No. 199507280G), a company
incorporated in the Republic of Singapore, having its registered
office at 1 Pasir Panjang Road, #28-04, Labrador Tower,
Singapore 118479. CE is a Controlled Company of the
Company, all of the issued and outstanding shares of which are
indirectly wholly owned by the Company.
CEG : Cora Environment Group Pte. Ltd. (formerly known as
Sembcorp Environment Pte. Ltd.) (Company Registration No.
199503447R), a company incorporated in the Republic of
Singapore, having its registered office at 1 Pasir Panjang Road,
#28-04, Labrador Tower, Singapore 118479. CEG is a
Controlled Company of the Company, all of the issued and
outstanding shares of which are indirectly wholly owned by the
Company.
CES : Cora Environment Services Pte. Ltd. (formerly known as
Sembcorp Enviro Services Pte. Ltd.) (Company Registration No.
199804675H), a company incorporated in the Republic of
Singapore, having its registered office at 1 Pasir Panjang Road,
#28-04, Labrador Tower, Singapore 118479. CES is a
Controlled Company of the Company, all of the issued and
outstanding shares of which are indirectly wholly owned by the
Company.
DBS Bank Ltd. : DBS Bank Ltd. (Company Registration No. 196800306E), a
company incorporated in the Republic of Singapore and licensed
as a bank under the Banking Act 1970 of Singapore, having its
registered office at 12 Marina Boulevard, DBS Asia Central,
Marina Bay Financial Centre Tower 3, Singapore 018982.
Board of Commissioners : The incumbent members of the Board of Commissioners of the
Company as at the date of this Disclosure of Information.
Board of Directors : The incumbent members of the Board of Directors of the
Company as at the date of this Disclosure of Information.
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Existing Lenders : Bangkok Bank Public Company Limited, Singapore Branch,
Bank of China Limited, Singapore Branch, DBS Bank Ltd.,
E.Sun Commercial Bank, Ltd., Singapore Branch, Malayan
Banking Berhad, Singapore Branch, RHB Bank Berhad (acting
out of its Singapore office), Societe Generale (acting thorugh its
Singapore Branch, Taishin International Bank Co., Ltd.,
Singapore Branch.
Disclosure of Information : This disclosure of information containing information relating to
the Loan Facilities Transaction, prepared in compliance with the
requirements of OJK Regulation No. 17/2020.
PT SBT : PT Solusi Bersih TBS, a company established and validly
existing under the laws of the Republic of Indonesia with
business identification number 2807230115965 and having its
registered office at Treasury Tower 33rd Floor, District 8, SCBD
Lot 28, Jl Jend. Sudirman Kav 52-53, South Jakarta, DKI
Jakarta, 12190, Indonesia. PT SBT is a Controlled Company of
the Company, all of the issued and outstanding shares of which
are directly and indirectly wholly owned by the Company.
Lenders : Existing Lenders and New Lender.
New Guarantor : AMES.
New Borrowers : SBT Invest and Taonga.
New Lender : Natixis, Singapore Branch.
Original Borrower : CEG.
Original Guarantors : CE and CES.
Original Lender : DBS Bank Ltd.
Otoritas Jasa Keuangan or : The independent authority vested with the functions, duties and
OJK powers of regulation, supervision, examination and investigation
as referred to in Article 1 paragraph (1) of Law No. 21 of 2011
regarding the Financial Services Authority (the "OJK Law"), as
interpreted pursuant to the decision of the Constitutional Court
of the Republic of Indonesia in Case No. 25/PUU-XII/2014,
pronounced on 4 August 2015.
OJK Regulation No. 17/2020 : The Financial Services Authority Regulation No.
17/POJK.04/2020 on Material Transactions and Changes in
Business Activities, promulgated on 21 April 2020.
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Company : PT TBS Energi Utama Tbk, a publicly listed limited liability
company duly established and existing under the laws of the
Republic of Indonesia, having its registered domicile in South
Jakarta and its registered office at Treasury Tower, Level 33,
District 8, SCBD Lot 28, Jl. Jend. Sudirman Kav. 52–53, Jakarta
12190, Indonesia.
Controlled Company : Any company controlled, directly or indirectly, by the Company.
For this purpose, Control means the power to direct the
management or material policies of an entity, whether through
ownership of voting shares, by contract or otherwise. Without
limiting the foregoing, the direct or indirect beneficial ownership
of at least fifty per cent. (50%) of the voting shares of an entity
shall be deemed to constitute Control.
SBT 1 : SBT Investment 1 Pte. Ltd. (Company Registration No.
202435235C), a company incorporated in the Republic of
Singapore, having its registered office at 1 Pasir Panjang Road,
#28-04, Labrador Tower, Singapore 118479. SBT 1 is a
Controlled Company of the Company, all of the issued and
outstanding shares of which are indirectly wholly owned by the
Company.
SBT 2 : SBT Investment 2 Pte. Ltd. (Company Registration No.
202435497H), a company incorporated in the Republic of
Singapore, having its registered office at 1 Pasir Panjang Road,
#28-04, Labrador Tower, Singapore 118479. SBT 2 is a
Controlled Company of the Company, all of the issued and
outstanding shares of which are indirectly wholly owned by the
Company.
SBT Invest : SBT Invest Pte. Ltd. (Company Registration No. 202434948M),
a company incorporated in the Republic of Singapore, having its
registered office at 1 Pasir Panjang Road, #28-04, Labrador
Tower, Singapore 118479. SBT Invest is a Controlled Company
of the Company, all of the issued and outstanding shares of
which are indirectly wholly owned by the Company.
Senior Facilities Agreement : The senior facilities agreement originally dated 26 March 2025
made among the Original Borrower, DBS Bank Ltd. (acting as
Structuring Bank, Mandated Lead Arranger and Bookrunner,
Agent, and Common Security Agent), the Original Guarantors
and the Original Lender (as further amended from time to time
prior to the date of the Amendment and Restatement Agreement
(as defined in Section III below)).
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Effective Date : The date on which the Agent has received all documents
required under the Amendment and Restatement Agreement
and has notified the Borrowers and the Lenders accordingly.
Taonga : Taonga Holdings Pte. Ltd. (Company Registration No.
202021023Z), a company incorporated in the Republic of
Singapore, having its registered office at 600 North Bridge Road,
#08-01/02, Parkview Square, Singapore 188778. Taonga is a
Controlled Company of the Company, all of the issued and
outstanding shares of which are indirectly wholly owned by the
Company.
II. INTRODUCTION
Pursuant to OJK Regulation No. 17/2020, the Company hereby publishes this Disclosure of Information in
respect of a Material Transaction (as referred to in OJK Regulation No. 17/2020) in connection with the
amendment and restatement agreement relating to the the amendment and restatement of the Senior
Facility Agreement and entered into by and among CEG (as the Original Borrower), SBT Invest and Taonga
(as the New Borrowers), DBS Bank Ltd. (acting as Coordinating Bank, Mandated Lead Arranger and
Bookrunner, Agent, Common Security Agent and Existing Hedge Counterparty), the Original Guarantors,
the New Guarantor, the Existing Lenders, and the New Lender, pursuant to which the Lenders have agreed
to make available to the Borrowers, a term loan facility in an aggregate principal amount of up to
SGD345,000,000 (three hundred forty-five million Singapore Dollars) and a revolving facility in an aggregate
principal amount of up to SGD40,000,000 (the "Loan Facilities Transaction"). In connection with the Loan
Facilities Transaction, it is also contemplated for SBT Invest to enter one or more Hedging Agreements (as
defined in the Amendment and Restatement Agreement) for the purpose of hedging interest rate liabilities.
CEG, SBT Invest and Taonga are each a Controlled Company of the Company, all of the issued and
outstanding shares of which are wholly owned, directly or indirectly, by the Company.
Pursuant to Article 11 of OJK Regulation No. 17/2020, the Loan Facilities Transaction is exempt from the
requirement to obtain a fairness opinion from an independent appraiser and prior approval from the General
Meeting of Shareholders, as the financing facilities are obtained directly from a bank. Accordingly, the
Company is only required to publish this Disclosure of Information to the public and submit a report to the
OJK no later than two (2) Business Days after the date of the Material Transaction.
III. DESCRIPTION OF THE TRANSACTION
A. OBJECT OF TRANSACTION
CEG, SBT Invest and Taonga, together with DBS Bank Ltd. (acting as Coordinating Bank, Mandated
Lead Arranger and Bookrunner, Agent, Common Security Agent and Existing Hedge Counterparty),
the Original Guarantors, the New Guarantor, the Existing Lenders and the New Lender, entered into
an amendment and restatement agreement dated 24 June 2026 in respect of the amendment and
restatement of the Senior Facilities Agreement (the "Amendment and Restatement Agreement").
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The Amendment and Restatement Agreement amends and restates the Senior Facilities Agreement.
Pursuant to the Amendment and Restatement Agreement, with effect from the Effective Date, the
terms and conditions of the Senior Facilities Agreement shall be amended and restated as set out in
the Amendment and Restatement Agreement. Following such amendment and restatement, the
aggregate principal amount of the term loan facilities shall be increased to up to SGD345,000,000,
while the aggregate principal amount of the revolving facilities shall be up to SGD40,000,000 (the
"Facilities").
The obligations of the Borrowers under the Amendment and Restatement Agreement are secured,
among others, by security interests granted by the Company's Controlled Companies, whether granted
prior to, on the date of, or after the date of the Amendment and Restatement Agreement, as follows:
1. Security Document (Debenture) granted by AMES;
2. Security Document (Account Charge) granted by CEG;
3. Security Document (Account Charge (Supplemental)) granted by CEG;
4. Security Document (Debenture) granted by CEG;
5. Security Document (Debenture (Supplemental)) granted by CEG;
6. Security Document (Shares) granted by SBT 2;
7. Security Document (Shares (Supplemental)) granted by SBT 2;
8. Security Document (Mortgage) granted by CEG;
9. Security Document (Mortgage) granted by CES;
10. Security Document (Debenture) granted by CE;
11. Security Document (Debenture (Supplemental)) granted by CE;
12. Security Document (Debenture) granted by CES;
13. Security Document (Debenture (Supplemental)) granted by CES;
14. Security Document (Debenture) granted by SBT Invest;
15. Security Document (Debenture) granted by SBT 1;
16. Security Document (Debenture) granted by SBT 2;
17. Security Document (Shares and Shareholder Loans) granted by PT SBT;
18. Security Document (Debenture) granted by Taonga, and
19. Other securities as agreed between the parties pursuant to the Amendment and Restatement
Agreement;
(all such security documents, collectively, the "Security Documents").
The proceeds of the Facilities will be applied, among others, (i) to refinance the existing financing
facilities of SBT Invest and Taonga, and (ii) to finance the working capital requirements and capital
expenditure of SBT Invest and its subsidiaries.
B. TRANSACTION VALUE
Pursuant to the Amendment and Restatement Agreement, the aggregate principal amount of the term
loan facilities is up to SGD345,000,000, and the aggregate principal amount of the revolving facilities
is up to SGD40,000,000.
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C. PARTIES TO THE TRANSACTION
1. The borrowers under the Facilities (the Borrowers) are the Original Borrower (CEG) the New
Borrowers (SBT Invest and Taonga).
2. The security providers among others are CEG, CE, CES, AMES, Taonga, SBT 1, SBT 2, PT SBT
and SBT Invest.
3. The lenders providing the Facilities (the Lenders) are the Existing Lenders and the New Lenders.
4. DBS Bank Ltd. acts as the Coordinating Bank, Mandated Lead Arranger and Bookrunner, Agent,
Common Security Agent and Existing Hedge Counterparty.
D. BACKGROUND, RATIONALE AND REASONS FOR THE COMPANY’S MATERIAL
TRANSACTION
The Loan Facilities Transaction forms part of the Company's strategy to optimize the financing
structure of its subsidiaries. Through the Loan Facilities Transaction, the Company expects to achieve
a more efficient financing structure, including lower funding costs, an improved financing tenor and
greater flexibility in managing its financial obligations, thereby providing enhanced benefits to the
Company and its subsidiaries and supporting the sustainable growth of the Company's business.
The Loan Facilities Transaction is not expected to have any material adverse impact on the Company's
financial condition, other than the relevant Company's Controlled Companies' obligations to make
payments of interest and principal in accordance with the terms of the Amendment and Restatement
Agreement.
IV. STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
OF THE COMPANY
The Board of Directors and the Board of Commissioners of the Company hereby declare that:
1. The Loan Facilities Transaction, whereby the Borrowers obtain the Facilities from the Lenders
pursuant to the Amendment and Restatement Agreement, constitutes an affiliated party transaction
due to the affiliation between the Company and DBS Bank Ltd., arising from Ms. Judy Lee's position
as both the Company's Independent Commissioner and an Independent Director of DBS Bank Ltd.,
which is one of the parties to the Amendment and Restatement Agreement. Nevertheless, the Loan
Facilities Transaction does not involve any conflict of interest as contemplated under OJK Regulation
No. 42/POJK.04/2020 concerning Affiliated Party Transactions and Conflict of Interest Transactions,
dated 2 July 2020 ("OJK Regulation No. 42/2020"). The Loan Facilities Transaction, as well as the
granting of security interests pursuant to the Security Documents by the Company's Controlled
Companies in connection with the Loan Facilities Transaction, constitute Affiliated Party Transactions
that are exempt from the requirements under Article 4 paragraph (1) of OJK Regulation No. 42/2020,
as they constitute (i) loan facilities obtained directly from banks, venture capital companies, financing
companies or infrastructure financing companies, whether domestic or foreign, and (ii) the provision
of security in favour of banks, venture capital companies, financing companies or infrastructure
financing companies, whether domestic or foreign, in respect of facilities directly obtained by a Public
Company or its Controlled Companies, as provided under Article 6 paragraph (1) letter (e) of OJK
Regulation No. 42/2020.
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2. The Board of Directors and the Board of Commissioners of the Company have: (i) carefully reviewed
the information available in relation to the Loan Facilities Transaction as described in this Disclosure
of Information; and (ii) conducted reasonable enquiries and, to the best of the knowledge and belief of
the Board of Directors and the Board of Commissioners, all material information relating to the Loan
Facilities Transaction has been disclosed in this Disclosure of Information, and such material
information is not misleading.
3. The Board of Directors and the Board of Commissioners of the Company accept full responsibility for
the accuracy and completeness of all information contained in this Disclosure of Information.
V. ADDITIONAL INFORMATION
Shareholders wishing to obtain further information regarding the Company's Loan Facilities Transaction
may contact the Company's Corporate Secretary during the Company's normal business days and business
hours at the Company's head office at:
PT TBS Energi Utama Tbk
Treasury Tower Level 33, SCBD Lot.28,
Jl. Jend. Sudirman Kav.52-53, Jakarta Selatan 12190, Indonesia
Email: corsec@thisistbs.com
Telepon: +62 21 5020 0353
Jakarta, 26 June 2026
PT TBS Energi Utama Tbk
Board of Directors
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Names mentioned 23 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×2
unresolved
org
Asia Medical Enviro Services Pte. Ltd.
p.2
unresolved
org
Cora Environment Pte. Ltd.
p.2
unresolved
org
SembWaste Pte. Ltd.
p.2
unresolved
org
Cora Environment Group Pte. Ltd.
p.2
unresolved
org
Sembcorp Environment Pte. Ltd.
p.2
unresolved
org
Cora Environment Services Pte. Ltd.
p.2
unresolved
org
Sembcorp Enviro Services Pte. Ltd.
p.2
unresolved
org
Bangkok Bank Public Company Limited
p.3
unresolved
org
China Limited
p.3
unresolved
org
Bank Berhad
p.3
unresolved
org
Taishin International Bank Co., Ltd.
p.3
unresolved
org
PT SBT
p.3 ×4
unresolved
org
PT Solusi Bersih TBS
p.3
unresolved
org
Pte. Ltd.
p.4 ×2
unresolved
org
SBT Invest Pte. Ltd.
p.4
unresolved
org
Taonga Holdings Pte. Ltd.
p.5
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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confidence 0.091
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12 Sep 2026 22:00
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