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20250314_POWR_Laporan Informasi dan Fakta Material_31868879_lamp2.pdf
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UNOFFICIAL TRANSLATION
DISCLOSURE OF INFORMATION TO SHAREHOLDERS
("DISCLOSURE OF INFORMATION")
PT CIKARANG LISTRINDO TBK (THE "COMPANY")
THIS DISCLOSURE OF INFORMATION TO SHAREHOLDERS IS SUBMITTED BY THE COMPANY IN ORDER
TO COMPLY WITH THE PROVISIONS OF THE FINANCIAL SERVICES AUTHORITY ("OJK") REGULATION
NO. 17/POJK.04/2020 CONCERNING MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS
ACTIVITIES ("POJK 17/2020"), OJK REGULATION No. 31/POJK.04/2015 CONCERNING DISCLOSURE OF
MATERIAL INFORMATION OR FACTS BY ISSUERS OR PUBLIC COMPANIES AND ITS AMENDMENTS
("POJK 31/2015") AND INDONESIA STOCK EXCHANGE ("IDX") REGULATION NO. I-E CONCERNING
INFORMATION SUBMISSION OBLIGATIONS, ATTACHMENT TO THE DECREE OF THE IDX BOARD OF
DIRECTORS NO. KEP-00066/BEI/09-2022 ("RULE I-E").
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY STATED THAT
THE TRANSACTION IS A MATERIAL TRANSACTION FOR THE COMPANY AS REFERRED TO IN POJK
17/2020, HOWEVER, IT IS NOT A MATERIAL TRANSACTION THAT REQUIRES THE APPROVAL OF THE
GENERAL MEETING OF SHAREHOLDERS ("GMS") CONSIDERING THAT THE VALUE OF THE
TRANSACTION DOES NOT REACH MORE THAN 50% (FIFTY PERCENT) OF THE COMPANY’S EQUITY
BASED ON THE COMPANY’S FINANCIAL STATEMENT.
THE INFORMATION AS STATED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ
AND CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY.
IF YOU HAVE DIFFICULTY UNDERSTANDING THE INFORMATION AS SET OUT IN THIS DISCLOSURE OF
INFORMATION, YOU SHOULD CONSULT WITH A LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL
ADVISOR OR OTHER PROFESSIONAL.
THE BOARD OF DIRECTORS OF THE COMPANY STATED THAT THE INFORMATION AS STATED IN THIS
DISCLOSURE OF INFORMATION IS FOR THE PURPOSE OF PROVIDING INFORMATION AND COMPLETE
DESCRIPTION TO THE COMPANY’S SHAREHOLDERS REGARDING THE TRANSACTION AS PART OF THE
COMPLIANCE OF THE COMPANY WITH POJK 17/2020, POJK 31/2015 AND RULE I-E.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, SEVERALLY
AND JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND THE COMPLETENESS OF THE
INFORMATION AS STATED IN THIS DISCLOSURE OF INFORMATION. THE BOARD OF DIRECTORS AND
THE BOARD OF COMMISSIONERS OF THE COMPANY DECLARE THAT THE INFORMATION STATED IN
THIS DISCLOSURE OF INFORMATION IS COMPLETE AND AFTER GIVING DUE AND CAREFUL
EXAMINATION, EMPHASIZE THAT THE INFORMATION STATED IN THIS DISCLOSURE OF INFORMATION
IS CORRECT AND THAT THERE ARE NO IMPORTANT MATERIAL AND RELEVANT FACTS WHICH ARE
NOT DISCLOSED OR OMITTED IN THIS DISCLOSURE OF INFORMATION WHICH CAN CAUSE THE
INFORMATION STATED HEREIN TO BE UNTRUE AND/OR MISLEADING.
THE NOTES ARE NOT OFFERED OR SOLD IN INDONESIA OR TO THE INDONESIAN OR TO THE
INDONESIAN CITIZEN OR INDONESIAN INVESTORS WHETHER INDIVIDUALS, INSTITUTIONS OR OTHER
LEGAL FORMS, IN THE MANNER OF THE PUBLIC OFFERING AS STIPULATED UNDER THE LAW NO. 8 OF
1995 ON CAPITAL MARKETS AS LASTLY AMENDED BY LAW NO. 4 OF 2023 ON DEVELOPMENT AND
STRENGTHENING OF THE FINANCIAL SECTOR AND ITS IMPLEMENTING REGULATIONS AND IS NOT
CONSIDERED AS AN ISSUANCE OF DEBT SECURITIES WITHOUT A PUBLIC OFFERING AS STIPULATED
UNDER OJK REGULATION NUMBER 30/POJK.04/2019 ON THE ISSUANCE OF DEBT SECURITIES AND/OR
SUKUK CONDUCTED WITHOUT PUBLIC OFFERING. THE INFORMATION DISCLOSED IN THIS
DISCLOSURE OF INFORMATION IS NOT INTENDED FOR A PUBLIC OFFERING DOCUMENT OR A
RECOMMENDATION TO PURCHASE, DIRECTLY OR INDIRECTLY, OF THE COMPANY’S SECURITIES IN
ANY JURISDICTION INCLUDING IN INDONESIA.
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THE NOTES ARE NOT REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (“SECURITIES ACT”) AND SHALL NOT BE OFFERED OR SOLD IN THE TERRITORY OF THE
UNITED STATES OF AMERICA (AS DEFINED IN RULE 144A AND REGULATION S OF THE SECURITIES
ACT) AND THE NOTES ARE NOT REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (“INVESTMENT COMPANY ACT”), EXCEPT BASED ON THE EXEMPTION FROM, OR IN THE
TRANSACTION NOT IN COMPLIANCE WITH, REGISTRATION REQUIREMENTS UNDER THE SECURITIES
ACT. THERE ARE NO PUBLIC OFFERING CONDUCTED IN THE UNITED STATES OF AMERICA OR OTHER
JURISDICTIONS IN WHICH SUCH TRANSACTION IS RESTRICTED, PROHIBITED, OR DEEMED AS
ILLEGAL.
PT CIKARANG LISTRINDO TBK
Main Business Activities:
Generation, transmission, and distribution activities of electricity to end customers
Based in Jakarta Selatan, Indonesia
Head Office:
World Trade Centre 1, 17th Floor
Jl. Jend. Sudirman Kav. 29-31
Jakarta 12920, Indonesia
Telephone. +62 21 522 8122
Website: www.listrindo.com
Email: corpsec@listrindo.com / investor.relations@listrindo.com
This Disclosure of Information is published in Jakarta on 14 March 2025
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DEFINITIONS AND ABBREVIATIONS
Public Accountant : means the Public Accounting Firm of Purwantono, Sungkoro
and Surja, as independent auditors, who audit the Company's
financial statements.
Securities Administration : Means PT Datindo Entrycom.
Bureau
Ministry of Law : means the Ministry of Law of the Republic of Indonesia.
Disclosure of Information : means this Disclosure of Information which is submitted to the
Company's Shareholders in the context of fulfilling POJK
17/2020, POJK 31/2015 and Rule I-E.
KJPP : means the Office of Public Appraisal Service, which is an
independent appraiser registered with the OJK appointed by
the Company to provide an assessment report and fairness
opinion on the Transaction, namely the Office of Public
Appraisal Service of Kusnanto & Partners.
Company’s Financial : means the Company's Consolidated Financial Statements as of
Statements 31 December 2024 audited by a Public Accountant.
Minister of Law : means the Minister of Law of the Republic of Indonesia.
OJK : means the Financial Services Authority, an independent state
institution, which has the functions, duties, and authority to
regulate, supervise, inspect, and investigate in the Capital
Market, Insurance, Pension Fund, Financial Institution and
other Financial Services Institutions as intended in Law No. 21
of 2011 dated 22 November 2011 (concerning the Financial
Services Authority which is a substitute body for Bapepam-LK
which came into effect on 31 December 2012) as lastly
amended by Law No. 4 of 2023 concerning the Development
and Strengthening of the Financial Sector.
Rule I-E : means Indonesia Stock Exchange Regulation No. I-E
concerning Obligation to Submit Information, Attachment to the
Decree of the IDX Board of Directors No. Kep-00066/BEI/09-
2022 and its attachments.
Company : means PT Cikarang Listrindo Tbk, domiciled in Jakarta Selatan,
a public company whose shares are listed on the Indonesia
Stock Exchange, which is established and operated under the
laws of the Republic of Indonesia.
POJK 31/2015 : means Financial Services Authority Regulation Number
31/POJK.04/2015 concerning Disclosure of Material
Information or Facts by Issuers or Public Companies as lastly
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amended by OJK Regulation No. 45 of 2024 concerning the
Development and Strengthening of Issuers and Public
Companies.
POJK 17/2020 : means OJK Regulation Number 17/POJK.04/2020 concerning
Material Transactions and Changes in Business Activities.
POJK 42/2020 : means OJK Regulation Number 42/POJK.04/2020 concerning
Affiliate Transactions and Conflict of Interest Transactions.
GMS : means the general meeting of shareholders of the Company.
Notes : means senior notes issued by the Company in the amount of
USD 350,000,000 with an interest rate of 5.65% and maturing
in the year of 2035.
2026 Notes : means senior notes issued by Listrindo Capital B.V. and
novated to the Company, in the amount of USD 550,000,000
(five hundred fifty million United States Dollar) with an interest
of 4.95% and maturing in the year of 2026.
Transaction : means a transaction of the Notes issuance by the Company
outside the territory of the Republic of Indonesia which is
subject to Rule 144 A and Regulation S under the Securities
Act.
INTRODUCTION
The information as stated in this Disclosure of Information is submitted by the Company's Board of
Directors to the Company's shareholders in connection with the Transaction, whereby the Company
has completed the Notes issuance and offering in the amount of USD 350,000,000 on 12 March 2025
to foreign investors outside the territory of the Republic of Indonesia subject to Rule 144 A and
Regulation S under the Securities Act.
The Transaction is not a public offering as referred to in Law No. 8 of 1995 concerning the Capital
Market as last amended by Law No. 4 of 2023 concerning the Development and Strengthening of the
Financial Sector and any implementing regulations thereof and and is not considered as an issuance
of notes without a public offering as intended in OJK Regulation No. 30/POJK.04/2019 concerning the
Issuance of Debt Securities and/or Sukuk Conducted Without Through public offering.
The Transaction conducted by the Company is a material transaction as referred to in POJK 17/2020
where the transaction value meets the material transaction threshold, which reaches 20% (twenty
percent) of the value of the Company's equity or equivalent to approximately 49.43% of the value of the
Company's equity based on the Company's Financial Statements, but is not a material transaction that
requires the approval of the GMS considering that the value is not more than 50% (fifty percent) of the
Company's equity based on the Company's Financial Statements.
In accordance with the applicable provisions, especially POJK 17/2020, the Company's Board of
Directors announces this Disclosure of Information to provide information to the Company's
shareholders regarding the results of the Transaction and as a fulfillment of obligations to the provisions
of the applicable laws and regulations.
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NOTES ISSUANCE
1. TRANSACTION OBJECT
(i) Notes Issuer:
The Company.
(ii) Notes Value:
In USD 350,000,000 (three hundred and fifty United States Dollar).
(iii) Principal Payment Maturity:
12 March 2035.
(iv) Interest:
5.65% (five point six five percent) per year.
(vi) Covenant:
As generally applied in similar debt instruments, reasonable restrictions will also be
imposed in these Notes against the Company, where such restrictions are general
restrictions that are usually imposed in similar transactions in order to protect the
interests of the noteholders, including but not limited to the following:
1. Issuance of guarantee by restricted subsidiaries.
2. Create any lien.
3. Conducting any merger or consolidation.
4. Sell or transfer its material assets.
(vii) Guarantee:
There are no guarantees.
(ix) Proposed Use of Proceeds:
The use of proceeds of the Transaction, after deducting fees, together with cash on
hand, are expected to redeem in full the Issuer’s outstanding 2026 Notes.
2. PARTIES INVOLVED IN THE DEBT SECURITIES ISSUANCE TRANSACTION
(a) The Company as the Issuer
The Company is a limited liability company established under the Law of the Republic
of Indonesia based on the Deed of Incorporation No. 187 dated July 28, 1990 as
amended by (i) Deed of Amendment to the Articles of Association No. 22 dated June
22, 1991 and (ii) Deed of Amendment to the Articles of Association No. 29 dated July
26, 1991, all three of which were made before Lukman Kirana, S.H., Notary in Jakarta,
which has been ratified by the Minister of Law and Human Rights based on Decree No.
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C2-5479.HT.01.01.TH'91 dated October 5, 1991, and has been registered at the
Central Jakarta District Court Office under (i) No. 1657/1992, (ii) No. 1658/1992, and
(iii) No. 1659/1992, all three dated June 29, 1992, and have been announced in the
State Gazette of the Republic of Indonesia No. 88 dated November 2, 1993,
Supplement No. 5163 ("Deed of Establishment of the Company").
The Company's Deed of Incorporation has been amended several times, most recently
based on the Deed of Statement of Meeting Resolution No. 09 dated November 8,
2021, which was made before Edward Suharjo Wiryomartani, S.H., M.Kn., Notary in
West Jakarta, which has received approval from the Minister of Law and Human Rights
based on Decree No. AHU-0063287. AH.01.02.YEAR 2021 dated November 10, 2021
and has been registered in the Register of Companies under No. AHU-0196981.
AH.01.11.YEAR 2021 dated November 10, 2021 ("Deed No. 09/2021").
Capital Structure and Composition of Shareholders
As stated in Deed No. 09/2021, the Company's capital structure is as follows:
Authorized Capital : IDR 11,582,752,000,000
Issued Capital : IDR 3,217,431,200,000
Paid-up Capital : IDR 3,217,431,200,000
The Company's authorized capital consists of 57,913,760,000 shares with a nominal
value of IDR 200 per share.
Composition of Shareholders
The composition of the Company's shareholders at the time of this Information
Disclosure is issued based on the Register of Shareholders dated 28 February 2025
issued by the Securities Administration Bureau, is as follows:
No. Number of Percentage
Shareholder
Shares (%)
1. PT Brasali Industri Pratama 4,285,134,845 26.64
2. PT Pentakencana Pakarperdana 4,285,064,945 26.64
3. PT Udinda Wahanatama 4,903,778,030 30.48
4. Public 2,355,969,060 14.64
5. Treasury Shares 257,209,120 1.60
Total 16,087,156,000 100.00
Board of Directors and Board of Commissioners
The current composition of the Board of Directors and Board of Commissioners of the
Company is as follows:
Board of Directors:
President Director : Andrew Kukkutahlie Labbaika
Deputy President Director : Png Ewe Chai
Director : Christanto Pranata
Director : Richard Noel Flynn
Director : Yudho Pratikto
Board of Commissioners:
President Commissioner : Sutanto Joso
Commissioner : Iwan Putra Brasali
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Commissioner : Fenza Sofyan
Commissioner : Djeradjat Janto Joso
Independent Commissioner : Kiskenda Suriahardja
Independent Commissioner : Josep Karnady
(b) Early Buyers
The initial purchasers in the Transaction who also act as Joint Lead Managers and
Joint Bookrunners are Barclays Bank PLC, BNI Securities Pte. Ltd, as well as Deutsche
Bank AG.
(c) Trustee
Deutsche Bank Trust Company Americas.
3. EXPLANATION, CONSIDERATION, AND REASONS FOR THE TRANSACTION AND THE
EFFECT OF THE TRANSACTION ON THE COMPANY'S FINANCIAL CONDITION
Explanation, Considerations and Reasons for the Transaction
The transaction is carried out to enhance the Company's liquidity for the full settlement of the
outstanding 2026 Notes (including its interest and other costs).
The Effect of Transactions on the Company's Financial Condition
The transaction is expected to extend the maturity period of the Company's debt, which could
enhance the Company's liquidity. Below is the quantitative impact of the transaction on the
Company's financial condition, showing the increase for each affected account.
31 December 2024 Adjustment 31 December 2024
Before the Transaction After the Transaksi
Cash and cash 191,318,579 (150,000,000) 41,318,579
equivalents
Term Deposits 205,853,544 - 205,853,544
placed for more
than 3 months
Notes payable 497,117,594 (147,117,594) 350,000,000
Retained 299,068,013 (2,882,406) 296,185,607
earnings
1 Before deducting costs payable related to the offering and associated interest
SUMMARY OF THE FAIRNESS OPINION REPORT
The Company has appointed KJPP as the official Public Appraisal Service Office based on the Minister
of Finance Decree No. 2.19.0162 dated 15 July 2019, and registered as a capital market supporting
profession service office with OJK under the Registered Professional Capital Market Support Profession
Certificate No. STTD.PB-01/PJ-1/PM.223/2023 (business appraiser). KJPP has been assigned by the
management of the Company to determine the fairness of the Transaction as outlined in the assignment
letter No. KR/250106-001 dated 6 January 2025, which has been approved by the Company's
management.
The following is a summary of the fairness opinion as presented in the fairness opinion report on
transaction as detailed in the Valuation Report No. 00012/2.0162-00/BS/02/0153/1/III/2025 dated
12 March 2025 with the following summary:
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a. Parties related to the Transaction
The parties related to the Transaction are the Company and the Trustee.
b. Object of Fairness Opinion Transaction
The object of the fairness opinion on the Transaction is that the Company has issued Notes in the
amount of USD 350,000,000 with an interest rate of 5.65% and maturing on 12 March 2035.
c. Purpose and Objective of the Fairness Opinion
The purpose of providing the fairness opinion on the Transaction is to provide the Board of
Directors of the Company with an overview of the fairness of the Transaction from a financial
perspective and to comply with the applicable laws and regulations i.e. POJK 17/2020.
d. Limiting Conditions and Principal Assumptions
The fairness opinion analysis of the Transaction has been prepared using data and information as
disclosed above, which has been reviewed by KJPP. In conducting the analysis, KJPP relies on
the accuracy, reliability, and completeness of all financial information, the Company's legal status
information, and other information provided to KJPP by the Company or publicly available, and
KJPP is not responsible for the accuracy of such information. Any changes to this data and
information may materially affect the final opinion of KJPP. KJPP also relies on the assurance from
the Company's management that they are not aware of any facts that would make the information
provided to KJPP incomplete or misleading. Therefore, KJPP is not responsible for changes to the
conclusion of the fairness opinion due to changes in this data and information.
The Company’s financial projections before and after the Transaction were prepared by the
Company’s management. KJPP has reviewed these financial projections, which reflect the
operational and performance conditions of the Company. In general, no significant adjustments
were deemed necessary by KJPP regarding the Company’s performance targets.
KJPP did not conduct an inspection of the Company’s fixed assets or facilities. Furthermore, KJPP
does not provide an opinion on the tax implications of the Transaction. The services provided by
KJPP to the Company concerning the Transaction are limited to the fairness opinion on the
Transaction and do not include accounting, auditing, or tax services. KJPP has not performed a
legal validity check of the Transaction or its tax implications. The fairness opinion on the
Transaction is considered from an economic and financial perspective only. The fairness opinion
report on the Transaction is non-disclaimer and is publicly available, unless it contains confidential
information that may affect the Company’s operations. Furthermore, KJPP has obtained
information on the Company’s legal status based on the Company’s Articles of Association.
KJPP's work related to the Transaction does not constitute, nor should it be interpreted as, an
audit, review, or performance of certain procedures on the financial information. The work does not
intend to uncover weaknesses in internal controls, errors, deviations in financial statements, or
legal violations. Additionally, KJPP does not have the authority and is not in a position to identify
or analyze any other potential transactions available to the Company and their impact on the
Transaction.
This fairness opinion has been prepared based on the market and economic conditions, general
business and financial conditions, and relevant government regulations concerning the Transaction
as of the date this fairness opinion is issued.
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In preparing this fairness opinion, KJPP has made several assumptions, such as the fulfillment of
all conditions and obligations of the Company and all parties involved in the Transaction. The
Transaction will be executed as described, within the established timeframe, and based on the
accuracy of the information about the Transaction provided by the Company’s management.
This fairness opinion must be viewed as a whole, and using parts of the analysis and information
without considering all the information and analysis in its entirety may lead to misleading views and
conclusions about the process underlying the fairness opinion. The preparation of this fairness
opinion is a complex process that cannot be conducted through incomplete analysis.
KJPP also assumes that, from the date of issuance of this fairness opinion until the date of the
Transaction, no changes occur that materially affect the assumptions used in preparing this
fairness opinion. KJPP is not responsible for reasserting, completing, or updating the fairness
opinion due to changes in assumptions, conditions, or events occurring after the date of this letter.
The calculations and analyses performed for the fairness opinion have been carried out correctly,
and KJPP is responsible for the fairness opinion report.
The conclusion of this fairness opinion is valid as long as no changes with material impact occur
to the Transaction. Such changes include, but are not limited to, changes in internal conditions
within the Company or external conditions, such as market and economic conditions, general
business, trade and financial conditions, and Indonesian government regulations and other related
regulations after the date of this fairness opinion report. If such changes occur after the date of this
report, the fairness opinion on the Transaction may differ.
e. Approach and Procedure for Fairness Opinion on the Transaction
In evaluating the fairness opinion on the Transaction, KJPP conducted an analysis through the
following approaches and procedures:
I. Analysis of the Transaction;
II. Qualitative and quantitative analysis of the Transaction; and
III. Analysis of the fairness of the Transaction.
f. Conclusion
Based on the scope of work, assumptions, data and information obtained from the Company's
management used in the preparation of the fairness opinion report, a review of the financial impact
of the Transaction as disclosed in this fairness opinion report, KJPP is of the opinion that the
Transaction is fair.
STATEMENT OF THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE
COMPANY
1. This information disclosure is complete and in accordance with the requirements listed in POJK
17/2020.
2. The transaction of issuance of Debt Securities is a material transaction as referred to in POJK
17/2020. Considering that the value of the Transaction does not reach more than 50% (fifty
percent) of the Company's equity, the Company does not require the approval of the GMS to
conduct the Transaction.
3. The transaction is not a conflict of interest transaction as referred to in POJK 42/2020.
4. The statements in the Information Disclosure submitted do not contain statements or
information or facts that are untrue or misleading, and contain all necessary information or
material facts in connection with the Transaction.
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ADDITIONAL INFORMATION
For further information regarding the matters mentioned above, please contact the Company during
working hours at the following address:
Head Office:
World Trade Centre 1, 17th Floor
Jl. Jend. Sudirman Kav. 29-31
Jakarta 12920, Indonesia
Telephone. +62 21 522 8122
Website: www.listrindo.com
Email: corpsec@listrindo.com / investor.relations@listrindo.com
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FINANCIAL SERVICES AUTHORITY
p.1 ×4
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INDONESIA STOCK EXCHANGE
p.1 ×3
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PT Datindo Entrycom. Bureau Ministry
p.3
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Ministry of Law
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Kusnanto & Partners
p.3
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Minister of Law
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Bapepam-LK
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Listrindo Capital B.V.
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person
Lukman Kirana
· Notaris
p.5
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Minister of Law and Human Rights
p.5 ×2
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Central Jakarta District Court
p.6
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person
Edward Suharjo Wiryomartani
· Notaris
p.6
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Bank Trust Company Americas.
p.7
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