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MATERIAL TRANSACTION INFORMATION DISCLOSURE OF
PT SAWIT SUMBERMAS SARANA TBK AND PT CITRA BORNEO UTAMA TBK
THIS INFORMATION DISCLOSURE IS PREPARED IN CONNECTION WITH THE PLAN TO ISSUE BONDS BY PT SAWIT SUMBERMAS SARANA TBK ("SSMS")
AND PT CITRA BORNEO UTAMA TBK ("CBUT") ON A JOINT AND SEVERAL BASIS WITH A TOTAL AMOUNT OF USD600,000,000 (SIX HUNDRED MILLION
U.S. DOLLAR). THIS INFORMATION DISCLOSURE IS PREPARED IN ORDER TO COMPLY WITH THE PROVISIONS OF POJK NO. 17/2020 (AS DEFINED
BELOW) REGARDING THE IMPLEMENTATION OF MATERIAL TRANSACTIONS ON THE ISSUANCE OF BONDS BY SSMS AND CBUT ON A JOINT AND
SEVERAL BASIS.
THE INFORMATION AS STATED IN THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE READ AND PAID ATTENTION TO BY SSMS AND CBUT
SHAREHOLDERS.
IF YOU HAVE DIFFICULTY UNDERSTANDING THE INFORMATION AS SET OUT IN THIS INFORMATION DISCLOSURE, YOU SHOULD CONSULT A
SECURITIES BROKER, INVESTMENT MANAGER, LEGAL ADVISER, PUBLIC ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.
Main Business Activities: Main Business Activities:
Running a business in agriculture, trade and industry Operating a business in the refining, separation/fractionation and trading
of palm oil products and their derivatives
Based in Pangkalan Bun, Kotawaringin Barat Regency, Central Based in West Kotawaringin, Kotawaringin Barat Regency, Central
Kalimantan, Indonesia Kalimantan, Indonesia
Head Office: Head Office:
Jl. H. Udan Said, 47, Baru, South Arut Jl. ASDP/Roro Tempenek Port, Kumai Hulu, Kumai
West Kotawaringin, Central Kalimantan 74113, Indonesia West Kotawaringin, Central Kalimantan 74181, Indonesia
THE DIRECTORS OF SSMS AND CBUT BOTH INDIVIDUALLY AND JOINTLY CONVEY INFORMATION AS STATED IN THIS INFORMATION DISCLOSURE WITH
THE INTENTION OF PROVIDING MORE COMPLETE INFORMATION AND OVERVIEW TO THE SHAREHOLDERS OF EACH SSMS AND CBUT REGARDING
THE TRANSACTION AS PART OF THEIR RESPECTIVE SSMS AND CBUT COMPLIANCE WITH POJK NO. 17/2020.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS FROM EACH SSMS AND CBUT INDIVIDUALLY AND JOINTLY, DECLARE FULL
LIABILITY FOR THE ACCURACY AND COMPLETENESS OF ALL INFORMATION OR MATERIAL FACTS AS DISCLOSED IN THIS INFORMATION DISCLOSURE,
AND AFFIRM THAT AFTER CONDUCTING CAREFUL RESEARCH AND TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, AFFIRM THAT THE MATERIAL
INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE IS TRUE AND NOT THERE ARE OTHER MATERIAL FACTS THAT ARE NOT DISCLOSED
OR OMITTED SO THAT THE INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE BECOMES INCORRECT AND/OR MISLEADING.
THERE IS NO CERTAINTY THAT SSMS AND CBUT WILL BE ABLE TO COMPLETE THE TRANSACTION PLAN IN THE NEAR FUTURE OR IN ITS ENTIRETY.
THE TIMING, EXECUTION AND OTHER TERMS OF THE TRANSACTION ARE SUBJECT TO CHANGE DUE TO SEVERAL FACTORS INCLUDING BUT NOT
LIMITED TO MARKET CONDITIONS ABROAD AND INDONESIA.
THE BONDS, IF ISSUED, WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
AND WILL NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. ACCORDINGLY,
THE BONDS, IF ISSUED, WILL BE OFFERED AND SOLD TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT OR (2) PERSONS OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S
UNDER THE SECURITIES ACT. NO PUBLIC OFFERING WILL BE MADE WITHIN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH
OFFERING IS RESTRICTED, PROHIBITED OR OTHERWISE UNLAWFUL.
THE BONDS WILL NOT BE OFFERED THROUGH A PUBLIC OFFERING AS REFERRED TO IN THE CAPITAL MARKET LAW (AS DEFINED BELOW) AND ITS
IMPLEMENTING REGULATIONS. THE BONDS WILL BE CARRIED OUT WITHOUT GOING THROUGH A PUBLIC OFFERING OUTSIDE INDONESIA AND WILL
NOT BE OFFERED TO INDONESIAN INVESTORS, EITHER INDIVIDUALS, INSTITUTIONS OR OTHER LEGAL FORMS, SO THEY ARE NOT OBLIGED TO
COMPLY WITH THE PROVISIONS IN POJK NO. 30/2019 (AS DEFINED BELOW) AS AFFIRMED IN OJK LETTER NO. S-161/2020 (AS DEFINED BELOW).
THE INDEPENDENT GENERAL MEETING OF SHAREHOLDERS OF SSMS TO APPROVE THE TRANSACTION PLAN WILL BE HELD ON 21 APRIL 2025 AT
14.00 WIB IN JAKARTA.
THE INDEPENDENT GENERAL MEETING OF SHAREHOLDERS OF CBUT TO APPROVE THE TRANSACTION PLAN WILL BE HELD ON 21 APRIL 2025 AT
14.00 WIB IN JAKARTA.
This Information Disclosure was published on 12 March 2025
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TABLE OF CONTENTS
CHAPTER TITLE PAGE
CHAPTER I DEFINITIONS 3
CHAPTER II SUMMARY 6
CHAPTER III DESCRIPTION OF MATERIAL TRANSACTIONS 7
CHAPTER IV EXPLANATION, CONSIDERATION, AND REASONS FOR 25
MATERIAL TRANSACTIONS AND THE EFFECT OF
TRANSACTIONS ON THE FINANCIAL CONDITION OF SSMS
AND CBUT
CHAPTER V RELATIONSHIP AND NATURE OF AFFILIATION AND 27
EXPLANATION, CONSIDERATION, AND REASONS FOR THE
TRANSACTION COMPARED TO WHEN IT IS CONDUCTED
WITH AN UNAFFILIATED PARTY
CHAPTER VI EXPLANATION OF THE PLACE, ADDRESS, TELEPHONE 28
NUMBER, AND EMAIL ADDRESS THAT SHAREHOLDERS
CAN CONTACT TO OBTAIN INFORMATION REGARDING
MATERIAL TRANSACTIONS
CHAPTER VII STATEMENT OF THE BOARD OF DIRECTORS AND BOARD 28
OF COMMISSIONERS
CHAPTER VIII ANNOUNCEMENT OF INDEPENDENT SHAREHOLDERS 29
MEETING OF SSMS
CHAPTER IX ANNOUNCEMENT OF INDEPENDENT SHAREHOLDERS 29
MEETING OF CBUT
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CHAPTER I - DEFINITIONS
CBUT Public Accountant means KAP Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners who conducted
the audit of the CBUT Financial Statements as of 31 December 2024 (as defined below).
SSMS Public Accountant means KAP Purwantono, Sungkoro & Surja (a member firm of Ernst & Young Global Limited)
which conducted an audit of the SSMS Consolidated Financial Statements as of 31 December 2024 (as defined below).
BNI means PT Bank Negara Indonesia (Persero) Tbk.
BRI means PT Bank Rakyat Indonesia (Persero) Tbk.
CBUT means PT Citra Borneo Utama Tbk, a public company incorporated and operated under the laws of the Republic
of Indonesia, headquartered at Jl. ASDP/Pelabuhan Roro Tempenek, Kumai Hulu, Kumai, West Kotawaringin, Central
Kalimantan 74181, Indonesia, which as of the date of the Information Disclosure (as defined below) is an SSMS Controlled
Company with share ownership of 70.216% of the total issued and paid-up capital in CBUT.
JISDOR means Jakarta Interbank Spot Dollar Rate from Bank Indonesia.
Information Disclosure means the disclosure of this information that is submitted to the Shareholders of SSMS and
CBUT in the context of fulfilling POJK No. 17/2020 (as defined below).
KSA means PT Kalimantan Sawit Abadi, a limited liability company incorporated and operated under the laws of the
Republic of Indonesia, headquartered at Jl. H. Udan Said No. 47, Baru Sub-District, Arut Selatan District, Kotawaringin
Barat Regency, Central Kalimantan 74113, Indonesia, which as of the date of this Information Disclosure is an SSMS
Controlled Company with share ownership of 99% of the total issued and paid-up capital in KSA.
KUHPer means the Indonesian Civil Code.
CBUT Financial Statements as of 31 December 2024 means the CBUT's financial statements for the period ended 31
December 2024 that have been audited by the CBUT Public Accountant.
SSMS Consolidated Financial Statements as of 31 December 2024 means SSMS's consolidated financial statements
for the period ended 31 December 2024 that have been audited by the SSMS Public Accountant.
MOL means the Minister of Law of the Republic of Indonesia (formerly the Minister of Law and Human Rights of the
Republic of Indonesia (MOLHR)).
MKM means PT Menteng Kencana Mas, a limited liability company established and operated under the laws of the
Republic of Indonesia, headquartered at Jl. Pakunegara Baru Sub-District, Arut Selatan District, Kotawaringin Barat
Regency, Central Kalimantan, Indonesia, which as of the date of this Information Disclosure is an SSMS Controlled
Company through MMS with share ownership of 99% of all issued and paid-up capital in MKM.
MMS means PT Mitra Mendawai Sejati, a limited liability company established and operated under the laws of the Republic
of Indonesia, headquartered at Jl. H. Udan Said No. 47, Baru Sub-District, Arut Selatan District, Kotawaringin Barat
Regency, Central Kalimantan 74113, Indonesia, which as of the date of this Information Disclosure is an SSMS Controlled
Company with share ownership of 99% of the total issued and paid-up capital in MMS.
MPP means PT Mirza Pratama Putra, a limited liability company established and operated under the laws of the Republic
of Indonesia, headquartered at Jl. Pakunegara, Baru Sub-District, Arut Selatan District, West Kotawaringin Regency,
Central Kalimantan, Indonesia, which as of the date of this Information Disclosure is an SSMS Controlled Company through
MMS with share ownership of 99% of the total issued and paid-up capital in MPP.
OJK or Financial Services Authority means an independent state institution, which has the functions, duties, and
authority to regulate, supervise, inspect, and investigate as referred to in Article 1 number 1 of Law No. 21 of 2011
concerning the Financial Services Authority jo. Decision of the Constitutional Court of the Republic of Indonesia in Case
No. 25/PUU-XII/2014 which was read on 4 August 2015, as amended based the P2SK Law (as defined below).
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Guarantor Subsidiaries mean KSA, MKM, MMS, MPP, TSA and SMU.
Independent Shareholder means a shareholder who has no personal economic interest in connection with a particular
transaction and: (a) is not a member of the board of directors, a member of the board of commissioners, a major
shareholder, and a controlling person; or (b) is not an Affiliate of a member of the board of directors, a member of the
board of commissioners, a major shareholder and a controlling shareholder.
Issuers means the issuers of the Bonds, namely SSMS and CBUT acting jointly and severally.
Independent Appraiser means the Kantor Jasa Penilai Publik (KJPP) Kusnanto & Rekan, an Independent appraiser
registered with the OJK who provides a fair opinion on Transactions conducted by SSMS and CBUT.
BNI Bilateral Credit Agreement (MKM) means (i) Deed of Investment Credit of up to IDR482,212,000,000 No. 19 dated
19 July 2019, drawn before Dr. Tintin Surtini, S.H., M.Kn., Notary in Central Jakarta, between BNI as lender and MKM as
borrower; (ii) Deed of Investment Credit of Tranche I of up to IDR265,801,000,000 No. 20 dated 19 July 2019, drawn
before Dr. Tintin Surtini, S.H., M.Kn., Notary in Central Jakarta, as amended by Agreement for the Amendment of Credit
Agreement No. (1) 20 Investment Credit of up to IDR265,801,000,000 dated 14 January 2022, drawn privately, between
BNI as lender and MKM as borrower; (iii) Deed of Investment Credit of up to IDR185,367,000,000 No. 21 dated 19 July
2019, drawn before Dr. Tintin Surtini, S.H., M.Kn., Notary in Central Jakarta, as amended by Agreement for the
Amendment of Credit Agreement No. (1) 21 of Investment Credit of up to IDR185,367,000,000 dated 14 January 2022,
drawn privately, between BNI as lender and MKM as borrower; (iv) Deed of Investment Credit of up to USD3,319,555.87
No. 22 dated 19 July 2019, drawn before Dr. Tintin Surtini, S.H., M.Kn., Notary in Central Jakarta, as amended by
Agreement for the Amendment of Credit Agreement No. (1) 22 of Investment Credit of up to IDR3,319,555.87 dated 14
January 2022, drawn privately, between BNI as lender and MKM as borrower; (v) Deed of Investment Credit of up to
IDR25,600,000,000 No. 23 dated 19 July 2019, drawn before Dr. Tintin Surtini, S.H., M.Kn., Notary in Central Jakarta, as
amended based on the Credit Agreement Amendment Agreement No. (1) 23 KI-IDC Maximum IDR25,600,000,000 dated
January 14, 2022, drawn privately, between BNI as lender and MKM as borrower; and (vi) Deed of IDC Investment Credit
of up to USD458,452.72 No. 24 dated 19 July 2019, drawn before Dr. Tintin Surtini, S.H., M.Kn., Notary in Central Jakarta,
as amended based on the Approval of Amendment to Credit Agreement No. (1) 24 KI-IDC Maximum USD458,452.72
dated January 14, 2022, drawn privately, between BNI as lender and MKM as borrower.
BNI Bilateral Credit Agreement (MMS) means (i) Deed of Credit Agreement No. 40 dated 26 October 2018, drawn before
Dr. Tintin Surtini, S.H., M.H., M.Kn., Notary in Central Jakarta, between BNI as lender and MMS as borrower; (ii) Deed of
Credit Agreement No. 41 dated 26 October 2018, drawn before Dr. Tintin Surtini, S.H., M.Kn., Notary in Central Jakarta,
between BNI as lender and MMS as borrower; and (iii) Deed of Credit Agreement No. 5 dated 7 February 2025, drawn
before Winter Sigiro, S.H., M.H., Notary in Jakarta, between BNI as lender and MMS as borrower.
BNI Bilateral Credit Agreement (MPP) means (i) Deed of Investment Credit Agreement of up to IDR169,803,000,000
No. 18 dated 4 November 2019, drawn before Dr. Tintin Surtini, S.H., M.H., M.Kn., Notary in Central Jakarta, between BNI
as lender and MPP as borrower; and (ii) Deed of KI-IDC (Investment Credit-Interest During Construction) of up to
IDR22,900,000,000 No. 19 dated 4 November 2019, drawn before Dr. Tintin Surtini, S.H., M.H., M.Kn., Notary in Central
Jakarta, between BNI as lender and MPP as borrower.
BNI Bilateral Credit Agreement (TSA) means (i) Deed of Credit Agreement of up to IDR465,000,000,000 No. 18 dated
19 December 2016, drawn before Dr. Tintin Surtini, S.H., M.Kn., Notary in Central Jakarta, between BNI as lender and
TSA as borrower; (ii) Deed of Credit Agreement of up to USD23,308,270 No. 19 dated 9 December 2016, drawn before
Dr. Tintin Surtini, S.H., M.Kn., Notary in Central Jakarta, between BNI as lender and TSA as borrower; and (iii) Deed of
Credit Agreement No. 7 dated 7 February 2025, drawn before Winter Sigiro, S.H., M.H., Notary in Jakarta, between BNI
as lender and TSA as borrower.
BRI Bilateral Credit Agreement (CBUT) means (i) Deed of Credit Agreement No. 16 dated 18 October 2023, drawn
before Winter Sigiro, S.H., M.H., Notary in Jakarta, between BRI as lender and CBUT as borrower; (ii) Deed of Credit
Agreement No. 17 dated 18 October 2023, drawn before Winter Sigoro, S.H., M.Kn., Notary in Jakarta, between BRI as
lender and CBUT as borrower, as lastly amended by Deed of Extension of Working Capital Credit Agreement No. 16 dated
25 October 2024, drawn before Winter Sigiro, S.H., M.H., Notary in Jakarta, between BRI as lender and CBUT as borrower;
and (iii) Deed of Credit Agreement No. 18 dated 18 October 2023, drawn before Winter Sigiro, S.H., M.H., Notary in
Jakarta, between BRI as lender and CBUT as borrower, as lastly amended by Deed of Extension of Working Capital
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Credit Agreement w/a Commercial Line Sublimit No. 17 dated 25 October 2024, drawn before Winter Sigiro, S.H., M.H.,
Notary in Jakarta, between BRI as lender and CBUT as borrower.
BRI Bilateral Credit Agreement (SSMS) means the Deed of Investment Credit and Security Provision Agreement No. 22
date 30 October 2019, drawn before Dr. Tintin Surtini, S.H., M.Kn., Notary in Central Jakarta, made between: (i) the
Company as borrower and (ii) BRI as lender.
BRI Syndicated Credit Agreement (SSMS) means the Deed of Syndicated Credit Agreement No. 35 dated 27 June
2022, drawn before Dewantari Handayani, S.H., MPA, Notary in Jakarta, made between: (i) SSMS as the borrower, (ii)
BRI, PT Bank DKI ("DKI"), PT Bank Woori Saudara Indonesia 1906 Tbk ("Woori") and PT Bank JTrust Indonesia Tbk
("JTrust") as lenders, and (iii) BRI as a facility agent, escrow agent, and/or security agent, as lastly amended by the Deed
of Third Amendment and Restatement of Syndicated Credit Agreement No. 01 dated 18 December 2024, drawn before
Winter Sigiro, S.H., M.H., Notary in Jakarta, made between: (i) SSMS as the borrower, (ii) BRI, PT Bank Raya Indonesia
Tbk ("Raya"), DKI, Woori, JTrust, South Sumatra Babel and Papua as lenders, and (iii) BRI as facility agents, escrow
agents and/or security agents.
BRI Musyarakah Syndicated Credit Agreement (SSMS) means the 2.Deed of Musyarakah Syndicated Line Facility
Agreement No. 36 dated 27 June 2022, drawn before Dewantari Handayani, S.H., MPA, Notary in Jakarta, made between:
(i) SSMS as the borrower, (ii) PT Bank Syariah Indonesia Tbk ("BSI") and PT Maybank Indonesia Tbk ("Maybank") as
lenders, and (iii) BRI as a escrow agent, security agent and/or facility agent, as lastly amended by the Deed of Fourth
Amendment of Musyarakah Syndicated Line Facility Agreement No. 02 dated 18 December 2024, drawn before Winter
Sigiro, S.H., M.H., Notary in Jakarta, made between: (i) SSMS as the borrower, (ii) BSI and Maybank as lenders, and (iii)
BRI as the escrow agent, security agent, and/or facility agents.
Controlled Company means a company that is controlled either directly or indirectly by a public company as defined in
POJK No. 17/2020.
POJK No. 17/2020 means OJK Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in
Business Activities.
POJK No. 30/2019 means OJK Regulation No. 30/POJK.04/2019 concerning the Issuance of Debt Securities and/or
Sukuk Conducted without a Public Offering.
POJK No. 42/2020 means OJK Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of
Interest Transactions.
Transaction Plan means the plan to issue Bonds by the Issuers and guaranteed by corporate guarantee by the Guarantor
Subsidiaries.
IDR means Rupiah, which is the legal currency of the Republic of Indonesia.
Independent GMS means the Independent General Meeting of Shareholders.
SGX-ST means Singapore Exchange Securities Trading Limited, the Stock Exchange in Singapore.
SMU means PT Sawit Multi Utama, a limited liability company incorporated and operated under the laws of the Republic
of Indonesia, headquartered at Jl. H. Udan Said No. 47, Baru Sub-District, Arut Selatan District, Kotawaringin Barat
Regenct, Central Kalimantan 74113, Indonesia, which as of the date of this Information Disclosure is an SSMS Controlled
Company through KSA with share ownership of 99% of all issued and paid-up capital in SMU.
SSMS means PT Sawit Sumbermas Sarana Tbk, a public company incorporated and operated under the laws of the
Republic of Indonesia, headquartered at Jl. H. Udan Said, 47, Baru Sub-District, Arut Selatan District, Kotawaringin Barat
Regency, Central Kalimantan 74113, Indonesia.
OJK Letter No. S-161/2020 means the Letter of the Chief Executive of the Capital Market Supervisory Authority of the
Financial Services Authority No. S-161/D.04/2020 dated 12 June 2020 regarding the Implementation of POJK No.
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30/POJK.04/2019 on the issuance of Debt Securities and/or Sukuk without a Public Offering outside Indonesia, which is
addressed to Capital Market Industry Actors.
Bonds means bonds in the amount of a maximum of USD600,000,000 (six hundred million United States Dollars) that will
be issued by SSMS and CBUT jointly and severally.
TSA means PT Tanjung Sawit Abadi, a limited liability company incorporated and operated under the laws of the Republic
of Indonesia, headquartered at Jl. H. Udan Said No. 47 Pangkalan Bun, Central Kalimantan 74113, Indonesia, which as
of the date of this Information Disclosure is an SSMS Controlled Company through KSA with share ownership of 99% of
all issued and paid-up capital in TSA.
Securities Act means the United States Securities Act of 1933 (as amended from time to time).
USD means United States Dollar, which is the legal currency of the United States.
P2SK Law means Law No. 4 of 2023 concerning the Development and Strengthening of the Financial Sector.
Capital Market Law means Law No. 8 of 1995 concerning the Capital Market, as partially amended based on the P2SK
Law.
CHAPTER II - SUMMARY
In order to comply with Article 14 letter (a), Article 18 letter (d) and Article 18 letter (f) of POJK No. 17/2020, the Board of
Directors of SSMS and CBUT both individually and jointly announce this Information Disclosure to provide information to
the public and also for the benefit of the shareholders of SSMS and CBUT respectively, in order to provide detailed
information about the Bonds that SSMS and CBUT expect to offer and issue outside of Indonesia to investors who are
either (1) qualified institutional buyers as defined in Rule 144A under the Securities Act or (2) persons outside the United
States in offshore transactions in reliance on Regulation S under the Securities Act. SSMS and CBUT will be jointly and
severally liable for all obligations under the Bonds. The Bonds will be listed on the SGX-ST. Proceeds from the issuance
of the Bonds will be used by each SSMS, CBUT, and the Guarantor Subsidiaries to pay off the debts as described in
Section 1.2 of Chapter III of this Information Disclosure.
The Issuers’ plan to issue Bonds on a joint and several basis pursuant to and in accordance with terms governed by the
law of the State of New York, United States, is similar to the joint liability agreement as referred to in Article 1280 of the
KUHPer where each SSMS and CBUT are the primary obligor for the repayment of the Bonds, where one of the Issuers
may be required to pay off all the Bonds, and fulfilment by one of the Issuers exempts the other Issuer from the obligation
to repay all of the Bonds. This joint liability agreement is not a guarantee from SSMS to CBUT (and vice versa) as referred
to in Articles 1820 – 1844 of the KUHPer.
The Bonds will not be offered through a Public Offering as referred to in the Capital Market Law and are not listed on the
Indonesia Stock Exchange. The Bonds will be carried out without going through a public offering outside the territory of
Indonesia and are not offered to Indonesian investors, either individuals, institutions or other legal forms, so they are not
obliged to comply with the provisions in POJK No. 30/2019 as affirmed in OJK Letter No. S-161/2020.
The value of the Transaction Plan is a maximum of USD600,000,000 (six hundred million U.S. Dollar) or equivalent to
IDR9,694,200,000,000 (nine trillion six hundred ninety four billion two hundred million Rupiah) based on the exchange rate
of the Rupiah against the United States Dollar using the JISDOR exchange rate as of 31 December 2024, which is
USD1 (one U.S. Dollar) = IDR16,157 (sixteen thousand one hundred fifty seven Rupiah).
Regarding SSMS, based on the SSMS Consolidated Financial Statements as of 31 December 2024 which have been
audited by the SSMS Public Accountant, the total equity of SSMS is IDR2,891,357,343,538 (two trillion eight hundred
ninety one billion three hundred fifty seven million three hundred fourty three thousand five hundred Rupiah). So that the
percentage of the overall Transaction Plan to the total equity of SSMS is 335% (three hundred thirty five per cent).
Furthermore, the issuance of Bonds is an Affiliated Transaction as referred to in POJK No. 42/2020 because it is carried
out jointly with CBUT. Therefore, the total value of the Transaction Plan exceeds 50% (fifty percent) of SSMS's total equity
as of 31 December 2024 and is an Affiliated Transaction, so the Transaction Plan must require approval from the
Independent Shareholders of SSMS as stipulated in Article 14 letter (a) of POJK No. 17/2020. Furthermore, based on
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Article 20 of POJK No. 17/2020, SSMS is required to announce information about the party who purchased the Bonds, a
summary of the independent appraiser's report on the fairness of the value of the Transaction Plan, the amount borrowed
and the interest rate to the public no later than 2 (two) working days after the date of issuance of the Bonds.
Regarding CBUT, based on the CBUT Consolidated Financial Statements as of 31 December 2024 which have been
audited by the CBUT Public Accountant, the total equity of CBUT is IDR969,298,306,722 (nine hundred and sixty nine
billion two hundred and ninety eight million three hundred and six thousand seven hundred and twenty two Rupiah). So
that the percentage of the overall Transaction Plan to the total equity of CBUT is 1,000% (one thousand per cent).
Furthermore, the issuance of Bonds is an Affiliated Transaction as referred to in POJK No. 42/2020 because it is carried
out jointly with SSMS. Therefore, the total value of the Transaction Plan exceeds 50% (fifty percent) of the total equity of
CBUT as of 31 December 2024 and is an Affiliated Transaction, so the Transaction Plan must require the approval of the
Independent Shareholders of CBUT as stipulated in Article 14 letter (a) of POJK No. 17/2020. Furthermore, based on
Article 20 of POJK No. 17/2020, CBUT is required to announce information about the party who purchased the Bonds, a
summary of the independent appraiser's report on the fairness of the value of the Transaction Plan, the amount borrowed
and the interest rate to the public no later than 2 (two) working days after the date of issuance of the Bonds.
If either SSMS or CBUT is unable to obtain the approval of the Independent Shareholders from each of them in accordance
with the quorum that has been stipulated by the applicable laws and regulations and their respective articles of association,
the Transaction Plan will not be continued or postponed.
In connection with these matters, in accordance with the provisions of the applicable laws and regulations, especially POJK
No. 17/2020, the Board of Directors of SSMS and CBUT separately and jointly hereby announces this Information
Disclosure in accordance with the procedures and procedures for the implementation of Material Transactions which are
Affiliated Transactions with a transaction value of more than 50% (fifty percent) of equity with the intention of providing
more complete information and overview to the holders of SSMS and CBUT shares regarding the Transaction Plan.
CHAPTER III - DESCRIPTION OF MATERIAL TRANSACTIONS
1. TRANSACTION OBJECT
1.1 Structure of the Bonds
SSMS and CBUT jointly and severally intend to issue Bonds with the following structural plan:
Principal Amount : As much as USD600,000,000 (six hundred million U.S. Dollar). Total value of
the Bonds in a certain manner will be announced to the public by the Issuers
no later than 2 (two) working days after the issuance of the Bonds, in
accordance with the provisions of Article 20 POJK No. 17/2020.
Interest Payment Period : Interest will be paid every 6 (six) months (semi-annually).
Maturity Date : 5 (five) years from the date of issuance.
Guarantee : The Bonds are guaranteed by the Guarantor Subsidiaries by way of corporate
guarantees.
The Issuers, jointly and severally (joint and several), have adequate sources of
funds to meet principal and interest obligations. The fixed cost solvency ratio of
SSMS and CBUT respectively reached 3.14x (three point one four) and 1.43x
(one point four three). The Issuers also always maintains the level of financial
covenant well as a form of protection to potential buyers in the event of default.
Listing venue : SGX-ST.
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Restriction : In connection with the Transaction Plan, there are potential restrictions that will
be imposed on Issuers that are reasonable and commonly imposed in similar
transactions, including:
(i) Limitation on Indebtedness.
(ii) Limitation on Sales and Issuances of Capital Stock.
(iii) Limitation on Issuances of Guarantees by Restricted Subsidiaries.
(iv) Limitation on Transactions with Affiliates.
(v) Limitation on Liens.
(vi) Limitation on Asset Sales.
(vii) Limitation on Restricted Payments
In negotiating the agreements to be signed, the Issuers are committed to paying
attention to the interests of their respective public shareholders.
Offer Format : The issuance of the Bonds by the Issuers outside Indonesia will be in
accordance with the provisions of Rule 144A and Regulation S of the Securities
Act. The Bonds will not be offered through a Public Offering as referred to in
the Capital Market Law and are not listed on the Indonesia Stock Exchange.
The Bonds will be carried out without going through a Public Offering outside
the territory of Indonesia and are not offered to Indonesian investors, either
individuals, institutions or other legal forms, so they are not obliged to comply
with the provisions in POJK No. 30/2019 as affirmed in OJK Letter No. S-
161/2020.
Governing Law : New York State law, United States.
As of the date of this Information Disclosure, the Issuers are still discussing the terms of the Bonds and therefore
the aforementioned matters are still subject to change in accordance with the final agreement. Information
regarding the certainty of the restrictions on Bonds will be announced to the public no later than 2 (two) working
days after the issuance of the Bonds, in accordance with the provisions of Article 20 POJK No. 17/2020.
1.2 Use of Proceeds
The net proceeds from the issuance of the Bonds will be used by the Issuers to settle all remaining debts of the
Issuers and each of its Guarantor Subsidiaries (except SMU and KSA) under the credit agreement as mentioned
below.
1. BRI Syndicated Credit Agreement (SSMS)
Syndicated Lenders : Tranche I Facilities: BRI, Raya, DKI, Woori, JTrust
Tranche II Facility: South Sumatra Babel, Papua
Loan Value : IDR2,800,000,000,000
Loan Balance as of : IDR1,892,409,740,078
31 December 2024
Interest Rate : 9% p.a.
Due : 31 December 2030
Expedited payment : SSMS is required to submit a written notice in advance to lenders
procedures and terms through the facility agent no later than 7 (seven) business days prior
to the planned accelerated payment date.
2. BRI Musharakah Syndicated Credit Agreement (SSMS)
Syndicated Lenders : Tranche I Facility: BSI, Maybank
Loan Value : IDR1,500,000,000,000
Loan Balance as of : IDR1,079,900,020,033
31 December 2024
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Interest Rate : 9% p.a.
Due : 31 December 2030
Expedited payment SSMS is required to submit a written notice in advance to lenders
procedures and terms through the facility agent no later than 7 business days prior to the
planned accelerated payment date.
3. BRI Bilateral Credit Agreement (SSMS)
Lender : BRI
Loan Value : IDR48,060,600,000
Loan Balance as of 31 : IDR17,056,812,200
December 2024
Interest Rate : 9,75% - 9,95%
Due : 30 October 2027
Expedited payment : SSMS is required to submit a written application to BRI no later than
procedures and terms 10 working days before the planned advance repayment date.
4. BRI Bilateral Credit Agreement (CBUT)
a. Name of the Agreement : Deed of Credit Agreement No. 16 dated 18 October 2023, drawn
before Winter Sigiro, S.H., M.H, Notary in Jakarta, between BRI
as lender and CBUT as borrower.
Lender : BRI
Loan Value : IDR850,000,000,000
Loan Balance as of the : IDR770,000,000,000
date of 31 December 2024
Interest Rate : 9.25% p.a.
Due : 29 October 2029
Expedited payment : CBUT is required to submit an application at least 1 (one) month
procedures and terms before the planned accelerated repayment date.
b. Name of the Agreement : Deed of Credit Agreement No. 17 dated 18 October 2023, drawn
before Winter Sigiro, S.H., M.H., Notary in Jakarta, between BRI
as lender and CBUT as borrower, as lastly amended by Deed of
Extension of Working Capital Credit Agreement No. 16 dated 25
October 2024, drawn before Winter Sigiro, S.H., M.H., Notary in
Jakarta, between BRI as lender and CBUT as borrower.
Lender : BRI
Loan Value : USD72,500,000
Loan Balance as of : USD67,800,000
31 December 2024
Interest Rate : 6.5% p.a.
Due : 17 October 2025
Expedited payment : CBUT is required to submit an application at least 1 (one) month
procedures and terms before the planned accelerated repayment date.
c. Name of the Agreement : Deed of Credit Agreement No. 18 dated 18 October 2023, drawn
before Winter Sigiro, S.H., M.Kn., Notary in Jakarta, between BRI
as lender and CBUT as borrower, as lastly amended by Deed of
Extension of Working Capital Credit Agreement w/a Commercial
Line Sublimit No. 17 dated 25 October 2024 drawn before Winter
Sigiro, S.H., M.H., Notary in Jakarta, between BRI as lender and
CBUT as borrower.
Lender : BRI
Loan Value : USD20,000,000
Loan Balance as of : USD14,825,807
31 December 2024
Interest Rate : 6.5% p.a.
Due : 17 October 2025
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Expedited payment : CBUT is required to submit an application at least 1 (one) month
procedures and terms before the planned accelerated repayment date.
5. BNI Bilateral Credit Agreement (MKM)
a. Name of the Agreement : Deed of Investment Credit of up to IDR482,212,000,000 No. 19
dated 19 July 2019, drawn before Dr. Tintin Surtini, S.H., M.H.,
M.Kn., Notary in Central Jakarta, between BNI as lender and
MKM as borrower and Deed of Investment Credit Tranche I of up
to IDR265,801,000,000 No. 20 dated 19 July 2019, drawn before
Dr. Tintin Surtini, S.H., M.H., M.Kn., Notary in Central Jakarta,
between BNI as lender and MKM as borrower, as amended by
Agreement for the Amendment of Credit Agreement No. (1) 20
Investment Credit of up to IDR265,801,000,000 dated 14 January
2022, drawn privately, between BNI as lender and MKM as
borrower.
Lender : BNI
Loan Value : IDR482,212,000,000
Loan Balance as of 31 : IDR201,426,000,000
December 2024
Interest Rate : 9.25%
Due : 18 July 2029
Expedited payment : MKM is required to submit a written notification in advance about
procedures and terms the accelerated repayment plan no later than 10 working days
before the implementation date.
b. Name of the Agreement : Deed of Investment Credit of up to IDR185,367,000,000 No. 21
dated 19 July 2019, drawn before Dr. Tintin Surtini, S.H., M.H.,
M.Kn., Notary in Central Jakarta, between BNI as lender and
MKM as borrower, as amended by Agreement for the
Amendment of Credit Agreement No. (1) 21 of Investment Credit
of up to IDR185,367,000,000 dated 14 January 2022, drawn
privately between BNI as lender and MKM as borrower.
Lender : BNI
Loan Value : IDR185,367,000,000
Loan Balance as of : IDR135,894,000,000
31 December 2024
Interest Rate : 9.25%
Due : 18 July 2029
Expedited payment : MKM is required to submit a written notification in advance about
procedures and terms the accelerated repayment plan no later than 10 working days
before the implementation date.
c. Name of the Agreement : Deed of Investment Credit of up to USD3,319,555.87 No. 22
dated 19 July 2019, drawn before Dr. Tintin Surtini, S.H., M.H.,
M.Kn., Notary in Central Jakarta, between BNI as lender and
MKM as borrower, as amended by Agreement for the
Amendment of Credit Agreement No. (1) 22 of Investment Credit
of up to IDR3,319,555.87 dated 14 January 2022, drawn
privately, between BNI as lender and MKM as borrower.
Lender : BNI
Loan Value : USD3,319,555.87
Loan Balance as of the : USD2,428,583
date of this Information
Disclosure
Interest Rate : 6.25%
Due : 18 July 2029
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Expedited payment : MKM is required to submit a written notification in advance about
procedures and terms the accelerated repayment plan no later than 10 working days
before the implementation date.
d. Name of the Agreement : Deed of IDC Investment Credit of up to IDR25,600,000,000 No.
23 dated 19 July 2019, drawn before Dr. Tintin Surtini, S.H., M.H.,
M.Kn., Notary in Central Jakarta, between BNI as lender and
MKM as borrower, as amended based on the Credit Agreement
Amendment Agreement No. (1) 23 KI-IDC Maximum
IDR25,600,000,000 dated January 14, 2022, drawn privately,
between BNI as lender and MKM as borrower.
Lender : BNI
Loan Value : IDR25,600,000,000
Loan Balance as of : IDR16,681,341,600
31 December 2024
Interest Rate : 9.25%
Due : 18 July 2029
Expedited payment : MKM is required to submit a written notification in advance about
procedures and terms the accelerated repayment plan no later than 10 working days
before the implementation date.
e. Name of the Agreement : Deed of Investment Credit of up to USD458,452.72 No. 24 dated
19 July 2019, drawn before Dr. Tintin Surtini, S.H., M.H., M.Kn.,
Notary in Central Jakarta, between BNI as lender and MKM as
borrower, as amended based on the Approval of Amendment to
Credit Agreement No. (1) 24 KI-IDC Maximum USD458,452.72
dated January 14, 2022, drawn privately, between BNI as lender
and MKM as borrower.
Lender : BNI
Loan Value : USD458,452.72
Loan Balance as of : USD329,513
31 December 2024
Interest Rate : 6.25%
Due : 18 July 2029
Expedited payment : MKM is required to submit a written notification in advance about
procedures and terms the accelerated repayment plan no later than 10 working days
before the implementation date.
6. BNI Bilateral Credit Agreement (MMS)
a. Name of the Agreement : Deed of Credit Agreement No. 40 dated 26 October 2018, drawn
before Dr. Tintin Surtini, S.H., M.H., M.Kn., Notary in Central
Jakarta, between BNI as lender and MMS as borrower.
Lender : BNI
Loan Value : IDR570,000,000,000
Loan Balance as of : IDR193,800,000,000
31 December 2024
Interest Rate : 9.25%
Due : 25 October 2026
Expedited payment : MMS is required to submit a written notice in advance about the
procedures and terms accelerated repayment plan no later than 10 working days before
the implementation date.
b. Name of the Agreement : Deed of Credit Agreement No. 41 dated 26 October 2018, drawn
before Dr. Tintin Surtini, S.H., M.Kn., Notary in Central Jakarta,
between BNI as lender and MMS as borrower.
Lender : BNI
Loan Value : USD25,020,576
Loan Balance as of : USD8,506,997
31 December 2024
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Interest Rate : 6.25%
Due : 25 October 2026
Expedited payment : MMS is required to submit a written notice in advance about the
procedures and terms accelerated repayment plan no later than 10 working days before
the implementation date.
c. Name of the Agreement : Deed of Credit Agreement No. 05 dated 07 February 2025, drawn
before Winter Sigiro, S.H., M.H., Notary in Central Jakarta,
between BNI as lender and MMS as borrower.
Lender : BNI
Loan Value : IDR255,375,000,000
Loan Balance as of the : IDR169,390,642,737
date of this Information
Disclosure
Interest Rate : 9.25%
Due : 6 February 2030
Expedited payment : MMS is required to submit a written notice in advance about the
procedures and terms accelerated repayment plan no later than 7 working days before
the implementation date.
7. BNI Bilateral Credit Agreement (MPP)
a. Name of the Agreement : Deed of Investment Credit of up to IDR169,803,000,000 No. 18
dated 4 November 2019, drawn before Dr. Tintin Surtini, S.H.,
M.H., M.Kn., Notary in Central Jakarta, between BNI as lender
and MPP as borrower.
Lender : BNI
Loan Value : IDR169,803,000,000
Loan Balance as of : IDR111,003,000,000
31 December 2024
Interest Rate : 9.25%
Due : 3 November 2029
Expedited payment : MPP is required to submit a written notice in advance about the
procedures and terms accelerated repayment plan no later than 10 working days before
the implementation date.
b. Name of the Agreement : Deed of KI-IDC (Investment Credit-Interest During Construction)
Agreement of up to IDR22,900,000,000 No. 19 dated 4
November 2019, drawn before Dr. Tintin Surtini, S.H., M.H.,
M.Kn., Notary in Central Jakarta, between BNI as lender and
MPP as borrower.
Lender : BNI
Loan Value : IDR22,900,000,000
Loan Balance as of : IDR18,442,589,500
31 December 2024
Interest Rate : 9.25%
Due : 3 November 2029
Expedited payment : MPP is required to submit a written notice in advance about the
procedures and terms accelerated repayment plan no later than 10 working days before
the implementation date.
8. BNI Bilateral Credit Agreement (TSA)
a. Name of the Agreement : Deed of Credit Agreement of up to IDR465,000,000,000 No. 18
dated 19 December 2016, drawn before Dr. Tintin Surtini, S.H.,
M.H., M.Kn., Notary in Central Jakarta, between BNI as lender
and TSA as borrower.
Lender : BNI
Loan Value : IDR465,000,000,000
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Loan Balance as of : IDR111,600,000,000
31 December 2024
Interest Rate : 9.25%
Due : 9 December 2025
Expedited payment : The TSA is required to provide prior written notice of the
procedures and terms expedited repayment plan no later than 10 business days prior to
the implementation date.
b. Name of the Agreement : Deed of Credit Agreement of up to USD23,308,270 No. 19 dated
9 December 2016, drawn before Dr. Tintin Surtini, S.H., M.H.,
M.Kn., Notary in Central Jakarta, between BNI as lender and TSA
as borrower.
Lender : BNI
Loan Value : USD23,308,270
Loan Balance as of : USD5,593,985
31 December 2024
Interest Rate : 6.25%
Due : 9 December 2025
Expedited payment : The TSA is required to provide prior written notice of the
procedures and terms expedited repayment plan no later than 10 business days prior to
the implementation date.
c. Name of the Agreement : Deed of Credit Agreement No. 05 dated 7 February 2025, drawn
before Winter Sigiro, S.H., M.H., Notary in Central Jakarta,
between BNI as lender and TSA as borrower.
Lender : BNI
Loan Value : IDR60,000,000,000
Loan Balance as of the : IDR60,000,000,000
date of this Information
Disclosure
Interest Rate : 9.25%
Due : 6 August 2028
Expedited payment : The TSA is required to provide prior written notice of the
procedures and terms expedited repayment plan no later than 10 business days prior to
the implementation date.
2. VALUE OF THE TRANSACTION PLAN
The value of the Transaction Plan is up to USD600,000,000 (six hundred million U.S. Dollar) or equivalent to
IDR9,694,200,000,000 (nine trillion six hundred and ninety four billion two hundred million Rupiah) based on the
exchange rate of the Rupiah against the United States Dollar using the JISDOR exchange rate as of 31 December
2024, is USD1 (one U.S. Dollar) = IDR16,157 (sixteen thousand one hundred fifty seven Rupiah).
2.1 SSMS
Regarding SSMS, based on the SSMS Consolidated Financial Statements as of 31 December 2024 which have
been audited by the SSMS Public Accountant, SSMS's total equity is IDR2,891,357,343,538 (two trillion eight
hundred ninety one billion three hundred fifty seven million three hundred forty three thousand five hundred thirty
eight Rupiah). So that the percentage of the overall Transaction Plan to the total equity of SSMS is as much as
335% (three hundred and thirty five percent). Furthermore, the issuance of Bonds is an Affiliated Transaction as
referred to in POJK No. 42/2020 because it is carried out jointly with CBUT. Therefore, the total value of the
Transaction Plan exceeds 50% (fifty percent) of SSMS's total equity as of 31 December 2024 and is an Affiliated
Transaction, so the Transaction Plan must require the approval of SSMS's Independent Shareholders as
stipulated in Article 14 letter (a) POJK No. 17/2020. Furthermore, based on Article 20 of POJK No. 17/2020,
SSMS is required to announce information about the party who purchased the Bonds, a summary of the
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independent appraiser's report on the fairness of the value of the Transaction Plan, the amount borrowed and the
interest rate to the public no later than 2 (two) working days after the date of issuance of the Bonds.
2.2 CBUT
Regarding CBUT, based on the CBUT Consolidated Financial Statements as of 31 December 2024 which have
been audited by the CBUT Public Accountant, CBUT's total equity is IDR969,298,306,722 (nine hundred and
sixty nine billion two hundred and ninety eight million three hundred and six thousand seven hundred and twenty
two Rupiah). So that the percentage of the overall Transaction Plan to the total equity of CBUT is as much as
1,000% (one thousand percent). Furthermore, the issuance of Bonds is an Affiliated Transaction as referred to in
POJK No. 42/2020 because it is carried out jointly with SSMS. Therefore, the total value of the Transaction Plan
exceeds 50% (fifty percent) of the total equity of CBUT as of 31 December 2024 and is an Affiliated Transaction,
so the Transaction Plan must require approval from the Independent Shareholders of CBUT as stipulated in
Article 14 letter (a) POJK No. 17/2020. Furthermore, based on Article 20 of POJK No. 17/2020, CBUT is required
to announce information about the party who purchased the Bonds, a summary of the independent appraiser's
report on the fairness of the value of the Transaction Plan, the amount borrowed and the interest rate to the public
no later than 2 (two) working days after the date of issuance of the Bonds.
3. PARTIES CONDUCTING TRANSACTIONS
3.1 ISSUERS
(a) SSMS
Establishment
One of the issuers of the Bonds is SSMS, a limited liability company established under the Deed of Incorporation
No. 51 dated 22 November 1995 as amended by the Deed of Amendment to the Articles of Association No. 28
dated 22 April 1996, both of which were made before Enimarya Agoes Suwarko S.H, a Notary in Jakarta and
have obtained the status of a legal entity based on the Decree of the Minister of Justice (now MOL) No.
C2.8176.HT.01.01-Th'96 dated 26 July 1996 and No. C2.99983.HT.01.04-Th.1999 dated 8 December 1996,
registered at the Company Registration Office under No. 250/BH.15.05/VII/2011 on 26 July 1996 and announced
in BNRI No. 36, dated 22 February 2011, Supplement No. 839. (SSMS Deed of Establishment). The articles of
association of SSMS as outlined in the Deed of Establishment of SSMS have been amended several times, most
recently amended by the Deed of Statement of Decision of the Meeting to Amend the Articles of Association No.
66 dated 30 September 2022, made before Aulia Taufani, S.H., Notary in South Jakarta, who has received a
report on the receipt of a notification from the MOL based on Letter No. AHU-AH.01.03-0305712 dated 25 October
2022 (Deed No. 66/2022).
Domicile
Jl. H. Udan Said, 47, Baru Sub-District, Arut Selatan District, Kotawaringin Barat Regency, Central Kalimantan
74113, Indonesia.
Business Activities
SSMS, which is a Public Company that has listed all its shares on the Indonesia Stock Exchange on 12 December
2013, conducts business in the fields of agriculture, trade and industry.
Management
On the date of this Information Disclosure, the composition of the members of the Board of Directors and the
Board of Commissioners of SSMS is as described in Deed No. 63 dated 25 April 2024 made before
Aulia Taufani, S.H., Notary in South Jakarta which has been notified to and received a report on the receipt of a
notification from the MOL based on Letter No. AHU-AH.01.09-0182992 dated 6 May 2024, and has been
registered in the Company Register No. AHU-0087148. AH.01.11.Tahun 2024 dated 6 May 2024, which is as
follows:
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Board of Commissioners
President Commissioner : Bungaran Saragih
Commissioner : Rimbun Situmorang
Independent Commissioner : Hoesen
Board of Directors
President Director : Jap Hartono
Director : Akhmad Faisyal
Based on Deed No.66/2022 in conjunction with the Register of Shareholders issued by PT Datindo Entrycom, the
Company's Securities Administration Bureau, as of 31 January 2025, the capital structure and composition of
SSMS's shareholders are as follows:
Nominal Value IDR 100 per Share
Information Number of Shares Total Face Value Percentage
(Sheet) (Rupiah) (%)
Authorized Capital 32,100,000,000 3,210,000,000,000 -
1. PT Citra Borneo Indah 5,933,726,800 593,372,680,000 62.30
2. PT Putra Borneo Agro Lestari 700,065,944 70,006,594,400 7.35
3. Public 2,823,872,156 282,387,215,600 30.35
Issued and Paid-up Capital 9,525,000,000 952,500,000,000 100.00
Stocks in the portfolio 22,575,000,000 2,257,500,000,000 -
Important Financial Overview
Financial Position Report
(in million IDR)
December 31
Information
2024
Total current assets 1,037,661
Total non-current assets 10,597,983
TOTAL ASSETS 11,635,644
Total short-term liabilities 2,973,939
Total long-term liabilities 2,941,728
TOTAL LIABILITIES 5,915,667
TOTAL EQUITY 5,719,977
Other Comprehensive Income and Income Statement
(in million IDR)
December 31
Information
2024
Revenue 1,515,003
Cost of Sales (841,645)
GROSS PROFIT 673,358
General and Administrative Expenses (509,446)
OPERATING PROFIT 1,264,230
PROFIT (LOSS) FOR THE PERIOD/YEAR 819,534
(b) CBUT
Establishment
The other issuer of the Bonds is CBUT, a limited liability company established based on the Deed of
Establishment of PT Citra Borneo Utama Limited Liability Company No. 102 dated 14 March 2013 which was
made before Teguh Hendrawan, S.H., M.Kn., Notary in West Kotawaringin Regency. The Deed of Establishment
has been ratified by the MOL based on Decree No. AHU-17660. AH.01.01.Tahun 2013 dated 5 April 2013 and
has been registered in the Register of Companies with No. AHU-0030107. AH.01.09.Tahun 2013 dated
5 April 2013 and has been announced in the State Gazette of the Republic of Indonesia No. 72 dated 6 September
2013, Supplement No. 91231 (CBUT Deed of Establishment). The articles of association of CBUT as outlined
in the CBUT Deed of Establishment have been amended several times, most recently amended by Deed No.38
dated 16 November 2022, made before Aulia Taufani, S.H., Notary in South Jakarta, who has received a report
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Page 16
on the receipt of a notification from the MOL based on Letter No. AHU-AH.01.03-0314200 dated 17 November
2022 (Deed No.38/2022).
Domicile
Jl. ASDP/Roro Tempenek Port, Kumai Hulu, Kumai, West Kotawaringin, Central Kalimantan 74181, Indonesia.
Business Activities
CBUT, which is a Public Company that has listed all its shares on the Indonesia Stock Exchange on 8 November
2022, conducts business in the refining, separation/fractionation and trading industry of palm oil products and
their derivatives.
Management
On the date of this Information Disclosure, the composition of the Board of Directors and the Board of
Commissioners of CBUT is as described in Deed No. 12 dated 30 July 2024 made before Winter Sigiro, S.H.,
M.H. which has been notified to and received a notification receipt from the MOL based on Letter
No. AHU-AH.01.09-0234944 dated 2 August 2024, and has been registered in the Company Register
No. AHU-0159904.AH.01.11.Tahun 2024 dated 2 August 2024, which are as follows:
Board of Commissioners
President Commissioner : Sofyan A. Djalil
Independent Commissioner : Boumediene Sumurung Halomoan
Board of Directors
President Director : Ronny Hertantyo Raharjo
Director : Rorry Christian Tobing
Based on Deed No. 38/2022 in conjunction with the Register of Shareholders issued by PT Datindo Entrycom,
the Company's Securities Administration Bureau, as of 31 January 2025, the capital structure and composition of
CBUT's shareholders are as follows:
Nominal Value IDR100 per Share
Information Number of Shares Total Face Value Percentage
(Sheet) (Rupiah) (%)
Authorized Capital 10,000,000,000 1,000,000,000,000 -
1. SSMS 2,194,263,700 219,426,370,000 70.22
2. KSA 125,000,000 12,500,000,000 4.00
3. MMS 125,000,000 12,500,000,000 4.00
4. CBI 55,736,300 5,573,630,000 1.78
5. Public 625,000,000 62,500,000,000 20.00
Issued and Paid-up Capital 3,125,000,000 312,500,000,000 100.00
Stocks in the portfolio 6,875,000,000 687,500,000,000 -
Important Financial Overview
Financial Position Report
(in million IDR)
December 31
Information
2024
Total current assets 3,591,721
Total non-current assets 608,598
TOTAL ASSETS 4,200,319
Total short-term liabilities 2,547,153
Total long-term liabilities 683,868
TOTAL LIABILITIES 3,231,021
TOTAL EQUITY 969,298
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Other Comprehensive Income and Income Statement
(in million IDR)
December 31
Information
2024
Revenue 9,766,108
Cost of Sales (8,619,599)
GROSS PROFIT 1,146,509
General and Administrative Expenses (1,056,870)
OPERATING PROFIT 89,639
PROFIT (LOSS) FOR THE PERIOD/YEAR 68,186
3.2 GUARANTOR SUBSIDIARIES
(a) KSA
Establishment
KSA was established based on Deed No. 46 dated 25 March 2004, made before Eko Soemarno, S.H., Notary in
Pangkalan Bun, which has received approval from the MOL based on Decree No. C-29239 HT.01.01.TH.2004
dated 2 December 2004, and has been registered at the West Kotawaringin Company Registration Office under
agenda No. 079/BH.15.02/XII/2005 (KSA Deed of Establishment). The articles of association of KSA as outlined
in the KSA Deed of Establishment have been amended several times, most recently amended by Deed No. 5
dated 2 September 2019, made in front of Citra Buana Tungga, SH., M.Kn., Notary in Tangerang Regency, which
has received approval from the MOL based on Decree No. AHU-0075921. AH.01.02.Tahun 2019 dated
27 September 2019 (Deed No. 5/2019).
Domicile
Jl. H. Udan Said No. 47, Baru Sub-District, Arut Selatan District, Kotawaringin Barat Regency, Central Kalimantan
74113, Indonesia.
Business Activities
KSA organizes businesses in the fields of: agriculture, forestry and fisheries; processing industry; electricity
procurement; and trade.
Management
On the date of this Information Disclosure, the composition of the members of the Board of Directors and the
Board of Commissioners of KSA is as outlined in Deed No. 2 dated 6 June 2022 made before Citra Buana Tungga,
S.H., M.Kn., Notary in Tangerang Regency, which has been notified to and received a report on the receipt of a
notification from the MOL based on Letter No. AHU-AH.01.09-0020274 dated 10 June 2022, and has been
registered in the Company Register No. AHU-0107760. AH.01.11.Tahun 2022 dated 10 June 2022, which is as
follows:
Board of Commissioners
Commissioner : Monica Putri
Board of Directors
President Director : Sucipto
Director : Achmad Kursani
Based on Deed No. 21 dated 23 December 2016, which was made before Citra Buana Tungga, S.H., M.Kn.,
Notary in Tangerang Regency, which has been notified to and received a report on the receipt of a notification
from the MOL based on Letter No. AHU-AH.01.03-0114445 dated 29 December 2016, and has been registered
in the Company Register No. AHU-01580228. AH.01.11.Tahun 2016 dated 29 December 2016, the capital
structure and composition of KSA shareholders are as follows:
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Nominal Value IDR500,000 per Share
Information Number of Shares Total Face Value Percentage
(Sheet) (Rupiah) (%)
Authorized Capital 1,450,000 725,000,000,000 -
1. SSMS 358,875 179,437,500,000 99.00
2. PT Mandiri Indah Lestari 3,625 1,812,500,000 1.00
Issued and Paid-up Capital 362,500 181,250,000,000 100.00
Stocks in the portfolio 1,087,500 543,750,000,000 -
Important Financial Overview
Financial Position Report
(in million IDR)
December 31
Information
2024
Total current assets 571.010
Total non-current assets 2,102.793
TOTAL ASSETS 2,673,803
Total short-term liabilities 412,322
Total long-term liabilities 25,445
TOTAL LIABILITIES 437,767
TOTAL EQUITY 2,236,036
Other Comprehensive Income and Income Statement
(in million IDR)
December 31
Information
2024
Revenue 743,726
Cost of Sales (625,066)
GROSS PROFIT 118,660
General and Administrative Expenses (39,155)
OPERATING PROFIT 340,702
PROFIT (LOSS) FOR THE PERIOD/YEAR 305,718
(b) MKM
Establishment
MKM was established based on Deed No. 11 dated 15 November 2005, made before Agustri Parlina, S.H., Notary
in Palangkaraya, which has received approval from the MOL based on Decree No. C-10757 HT.01.01.TH.2006
dated 17 April 2006 (MKM Deed of Establishment). The articles of association of the MKM as outlined in the
MKM Deed of Establishment have been amended several times, most recently amended by Deed No. 6 dated
4 November 2024, made before Muhammad Ramdhanie, SH., M.H., M.Kn., Notary in West Kotawaringin, which
has: (i) received approval from the MOL based on Decree No. AHU-0071729. AH.01.02.Tahun 2024 dated
7 November 2024, (ii) been notified to and received a notification receipt from the MOL based on Letter No. AHU-
AH.01.09-0273100 dated 7 November 2024 and Letter No. AHU-AH.01.03-0208784 dated 7 November 2024; all
of them have been registered in the Company Register No. AHU-0240834. AH.01.11.Tahun 2024 dated
7 November 2024 (Deed No. 6/2024).
Domicile
Jl. Pakunegara, Baru Sub-District, Arut Selatan District, Kotawaringin Barat Regency, Central Kalimantan,
Indonesia.
Business Activities
MKM organizes businesses in the fields of: agriculture, forestry and fisheries; processing industry; electricity
procurement; trade; and transportation and warehousing.
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Management
On the date of this Information Disclosure, the composition of the Board of Directors and the Board of
Commissioners of MKM is as described in Deed No. 60 dated 4 July 2024 made before Lya Indah Novelya, S.H.,
M.Kn., Notary in Pangkalan Bun, which has been notified to and received a report on the receipt of a notification
from the MOL based on Letter No. AHU-AH.01.09-02222187 dated 4 July 2024, and has been registered in the
Company Register No. AHU-0134052. AH.01.11.Tahun 2024 dated 4 July 2024, which is as follows:
Board of Commissioners
Commissioner : Muhammad Rizaldi
Board of Directors
President Director : Purnomo
Director : Achmad Kursani
Based on Deed No. 6/2024, the capital structure and shareholder structure of MKM are as follows:
Nominal Value IDR1,000 per Share
Information Number of Shares Total Face Value Percentage
(Sheet) (Rupiah) (%)
Authorized Capital 1,000,000,000 1,000,000,000,000 -
1. MMS 823,962,300 823,962,300,000 99.78
2. KSA 1,807,700 1,807,700,000 0.22
Issued and Paid-up Capital 825,770,000 825,770,000,000 100.00
Stocks in the portfolio 175,230,000 175,230,000,000 -
Important Financial Overview
Financial Position Report
(in million IDR)
December 31
Information
2024
Total current assets 272,049
Total non-current assets 1,090,507
TOTAL ASSETS 1,362,556
Total short-term liabilities 259,026
Total long-term liabilities 565,141
TOTAL LIABILITIES 824,167
TOTAL EQUITY 538,389
Other Comprehensive Income and Income Statement
(in million IDR)
December 31
Information
2024
Revenue 803,203
Cost of Sales (742,688)
GROSS PROFIT 60,515
General and Administrative Expenses (60,472)
OPERATING PROFIT 55,034
PROFIT (LOSS) FOR THE PERIOD/YEAR (131,946)
(c) MMS
Establishment
MMS was established based on Deed No. 4 dated 6 May 1999, made before Eko Soemarno, S.H., Notary in
Pangkalan Bun, which has received approval from the MOL based on Decree No. C-15159. HT.01.01.TH.99
dated 19 August 1999 (MMS Deed of Establishment). The articles of association of MMS as outlined in the
MMS Deed of Establishment have been amended several times, most recently amended by Deed No. 1 dated
2 September 2019, made in front of Citra Buana Tungga, SH., M.Kn., Notary in Tangerang Regency, which has
received approval from the MOL based on Decree No. AHU-0075855. AH.01.02.Tahun 2019 dated 27 September
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2019, and has been registered in the Company Register No. AHU-0181014. AH.01.11.Tahun 2019 dated
27 September 2019 (Deed No. 1/2019).
Domicile
Jl. H. Udan Said No. 47, Baru Sub-District, Arut Selatan District, Kotawaringin Barat Regency, Central Kalimantan
74113, Indonesia.
Business Activities
MMS organizes businesses in the fields of: agriculture, forestry and fisheries; processing industry; electricity
procurement; and trade.
Management
On the date of this Information Disclosure, the composition of the members of the Board of Directors and the
Board of Commissioners of MMS is as outlined in Deed No. 127 dated 28 June 2024 made before Lya Indah
Novelya, S.H., M.Kn., Notary in Pangkalan Bun, which has been notified to and received a report on the receipt
of a notification from the MOL based on Letter No. AHU-AH.01.09-0219742 dated 28 June 2024, and has been
registered in the Company Register No. AHU-0129087. AH.01.11.Tahun 2024 dated 28 June 2024, which is as
follows:
Board of Commissioners
Commissioner : Monica Putri
Board of Directors
President Director : Sucipto
Director : Mandra Lismana
Based on Deed No. 1/2019, the capital structure and shareholder structure of MMS are as follows:
Nominal Value IDR500,000 per Share
Information Number of Shares Total Face Value Percentage
(Sheet) (Rupiah) (%)
Authorized Capital 1,819,816 909,908,000,000 -
1. SSMS 450,405 225,202,500,000 99.00
2. PT Mandiri Indah Lestari 4,549 2,274,500,000 1.00
Issued and Paid-up Capital 454,954 227,477,000,000 100.00
Stocks in the portfolio 1,364,862 682,431,000,000 -
Important Financial Overview
Financial Position Report
(in million IDR)
December 31
Information
2024
Total current assets 590,277
Total non-current assets 2,184,019
TOTAL ASSETS 2,774,296
Total short-term liabilities 538,655
Total long-term liabilities 191,587
TOTAL LIABILITIES 730,242
TOTAL EQUITY 2,044,054
Other Comprehensive Income and Income Statement
(in milion IDR)
December 31
Information
2024
Revenue 969,978
Cost of Sales (650,249)
GROSS PROFIT 352,646
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(in milion IDR)
December 31
Information
2024
General and Administrative Expenses (90,314)
OPERATING PROFIT 294,803
PROFIT (LOSS) FOR THE PERIOD/YEAR 320,911
(d) MPP
Establishment
MPP was established based on Deed No. 12 dated 9 June 2004, made before Eko Soemarno, S.H., Notary in
Pangkalan Bun, which has received approval from the Minister of Law and Human Rights based on Decree
No. C-11143 HT.01.01.TH.2006 dated 20 April 2006, and has been registered at the Lamandau Regency
Company Registration Office under agenda No. 18/BH.15.14/VI/2007 dated 7 June 2007 (MPP Deed of
Establishment). The articles of association of the MPP as outlined in the MPP Deed of Establishment have been
amended several times, most recently amended by Deed No. 5 dated 4 November 2024, made before
Muhammad Ramdhanie, SH., M.H., M.Kn., Notary in West Kotawaringin, which has: (i) received approval from
the Minister of Law and Human Rights based on Decree No. AHU-0071664. AH.01.02.Tahun 2024 dated
7 November 2024, (ii) been notified to and received a notification receipt from the Minister of Law and Human
Rights based on Letter No. AHU-AH.01.03-0208653 dated 7 November 2024 and Letter No. AHU-AH.01.09-
0273019 dated 7 November 2024; all of them have been registered in the Company Register No. AHU-0240639.
AH.01.11.Tahun 2024 dated 7 November 2024 (Deed No. 5/2024).
Domicile
Jl. Pakunegara, Baru Sub-District, Arut Selatan District, Kotawaringin Barat Regency, Central Kalimantan,
Indonesia.
Business Activities
MPP organizes businesses in the fields of: agriculture, forestry and fisheries; processing industry; electricity
procurement; and trade.
Management
On the date of this Information Disclosure, the composition of the Board of Directors and the Board of
Commissioners of MPP is as outlined in Deed No. 122 dated 19 August 2024 made before Lya Indah Novelya,
S.H., M.Kn., Notary in Pangkalan Bun, which has been notified to and received a report on the receipt of a
notification from the Minister of Law and Human Rights based on Letter No. AHU-AH.01.09-0241216 dated
19 August 2024, and has been registered in the Company Register No. AHU-0173048. AH.01.11.Tahun 2024
dated 19 August 2024, which is as follows:
Board of Commissioners
Commissioner : Monica Putri
Board of Directors
Director : Dedy Yusdarly
Based on Deed No. 5/2024, the capital structure and shareholder structure of MPP are as follows:
Nominal Value IDR1,000,000 per Share
Information Number of Shares Total Face Value Percentage
(Sheet) (Rupiah) (%)
Authorized Capital 10,000 10,000,000,000 -
1. MMS 4,225 4,225,000,000 99.41
2. KSA 25 25,000,000 0.59
Issued and Paid-up Capital 4,250 4,250,000,000 100.00
Stocks in the portfolio 5,750 5,750,000 -
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Important Financial Overview
Financial Position Report
(in million IDR)
December 31
Information
2024
Total current assets 569,225
Total non-current assets 269,832
TOTAL ASSETS 839,057
Total short-term liabilities 321,160
Total long-term liabilities 124,721
TOTAL LIABILITIES 445,882
TOTAL EQUITY 393,175
Other Comprehensive Income and Income Statement
(in million IDR)
December 31
Information
2024
Revenue 800,658
Cost of Sales (710,122)
GROSS PROFIT 190,536
General and Administrative Expenses (17,385)
OPERATING PROFIT 92,539
PROFIT (LOSS) FOR THE PERIOD/YEAR 68,833
(e) TSA
Establishment
TSA was established based on Deed No. 1 dated 2 December 2003, made before Eko Soemarno, S.H., Notary
in Pangkalan Bun, which has received approval from the Minister of Law and Human Rights based on Decree
No. C-08715 HT.01.01.TH.2004 dated 12 April 2004, and has been registered at the West Kotawaringin Company
Registration Office under agenda No. 58/BH.15.02/VI/2004 dated 24 April 2004 (TSA Deed of Establishment).
The TSA Articles of Association as outlined in the TSA Deed of Establishment has been amended several times,
most recently amended by Deed No. 6 dated 2 September 2019, made in front of Citra Buana Tungga, SH.,
M.Kn., Notary in Tangerang Regency, which has received approval from the Minister of Law and Human Rights
based on Decree No. AHU-0075930. AH.01.02.Tahun 2019 dated 27 September 2019, and has been registered
in the Company Register No. AHU-0181171. AH.01.11.Tahun 2019 dated 27 September 2019 (Deed No.
6/2019).
Domicile
Jl. H. Udan Said No. 47, Baru Sub-District, Arut Selatan District, Kotawaringin Barat Regency, Central Kalimantan
74113, Indonesia.
Business Activities
TSA conducts businesses in the fields of: agriculture, forestry and fisheries; processing industry; electricity
procurement; and trade.
Management
On the date of this Information Disclosure, the composition of the members of the Board of Directors and the
Board of Commissioners of TSA is as described in Deed No. 294 dated 25 March 2024 made before Lya Indah
Novelya, S.H., M.Kn., Notary in Pangkalan Bun, which has been notified to and received a report on the receipt
of a notification from the Minister of Law and Human Rights based on Letter No. AHU-AH.01.09-0120823 dated
26 March 2024, and has been registered in the Company Register No. AHU-0062841. AH.01.11.Tahun 2024
dated 26 March 2024, which is as follows:
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Board of Commissioners
Commissioner : Monica Putri
Board of Directors
President Director : Sukardi Abdul Karim
Director : Achmad Kursani
Based on Deed No. 6 dated 11 August 2015, made before Citra Buana Tungga, S.H., M.Kn., Notary in Tangerang
Regency, which has been notified to and received a notification receipt report from the Minister of Law and Human
Rights based on Letter No. AHU-AH.01.03-0957456 dated 18 August 2015, and has been registered in the
Company Register No. AHU-3542738.AH.01.11.Year 2015 dated 18 August 2015, the capital structure and
shareholder structure of TSA are as follows:
Nominal Value IDR500,000 per Share
Information Number of Shares Total Face Value Percentage
(Sheet) (Rupiah) (%)
Authorized Capital 2,729,414 1.364,707,000,000 -
1. KSA 1,351,059 675,529,500,000 99.00
2. MMS 13,648 6,824,000,000 1.00
Issued and Paid-up Capital 1,364,707 682,353,500,000 100.00
Stocks in the portfolio 1,364,707 682,353,500,000 -
Important Financial Overview
Financial Position Report
(in million IDR)
December 31
Information
2024
Total current assets 1,322,969
Total non-current assets 949,987
TOTAL ASSETS 2,272,956
Total short-term liabilities 591,257
Total long-term liabilities 53,470
TOTAL LIABILITIES 644,727
TOTAL EQUITY 1,628,229
Other Comprehensive Income and Income Statement
(in million IDR)
December 31
Information
2024
Revenue 1,121,995
Cost of Sales (669,688)
GROSS PROFIT 452,307
General and Administrative Expenses (74,802)
OPERATING PROFIT 412,287
PROFIT (LOSS) FOR THE PERIOD/YEAR 324,651
(f) SMU
Establishment
SMU was established based on Deed No. 35 dated 16 February 2004, made before Eko Soemarno, S.H., Notary
in Pangkalan Bun, which has received approval from the Minister of Law and Human Rights based on Decree
No. C-29238 HT.01.01.TH.2004 dated 2 December 2004, and has been registered at the West Kotawaringin
Company Registration Office under agenda No. 75/BH.15.02/XII/2004 dated 1 December 2005 (SMU Deed of
Establishment). The articles of association of SMU as outlined in the SMU Deed of Establishment have been
amended several times, most recently amended by Deed No. 4 dated 2 September 2019, made in front of Citra
Buana Tungga, SH., M.Kn., Notary in Tangerang Regency, which has received approval from the Minister of Law
and Human Rights based on Decree No. AHU-0075893. AH.01.02.Tahun 2019 dated 27 September 2019, and
has been registered in the Company Register No. AHU-0181089. AH.01.11.Tahun 2019 dated 27 September
2019 (Deed No. 4/2019).
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Domicile
Jl. H. Udan Said No. 47, Baru Sub-District, Arut Selatan District, Kotawaringin Barat Regency, Central Kalimantan
74113, Indonesia.
Business Activities
SMU organizes businesses in the fields of: agriculture, forestry and fisheries; processing industry; electricity
procurement; and trade.
Management
On the date of this Information Disclosure, the composition of the Board of Directors and the Board of
Commissioners of SMU is as described in Deed No. 258 dated 21 March 2024 made before Lya Indah Novelya,
S.H., M.Kn., Notary in Kotawaringin Barat Regency, which has been notified to and received a report on the
receipt of notification from the Minister of Law and Human Rights based on Letter No. AHU-AH.01.09-0112977
dated 21 March 2024, and has been registered in the Company Register No. AHU-0058895. AH.01.11.Tahun
2024 dated 21 March 2024, which is as follows:
Board of Commissioners
President Commissioner : Monica Putri
Commissioner : Ernis Desidistrisna
Board of Directors
President Director : Purnomo
Director : Sukardi Abdul Karim
Based on Deed No. 4/2019, the capital structure and shareholder structure of SMU are as follows:
Nominal Value IDR500,000 per Share
Information Number of Shares Total Face Value Percentage
(Sheet) (Rupiah) (%)
Authorized Capital 3,185,380 1,592,690,000,000 -
1. KSA 1,576,763 788,381,500,000 99.00
2. MMS 15,927 7,963,500,000 1.00
Issued and Paid-up Capital 1,592.690 796,345,000,000 100.00
Stocks in the portfolio 1,592,690 796,345,000,000 -
Important Financial Overview
Financial Position Report
(in million IDR)
December 31
Information
2024
Total current assets 784,330
Total non-current assets 1,185,178
TOTAL ASSETS 1,969,508
Total short-term liabilities 144,832
Total long-term liabilities 56,176
TOTAL LIABILITIES 201,008
TOTAL EQUITY 1,768,500
Other Comprehensive Income and Income Statement
(in million IDR)
December 31
Information
2024
Income 1,027,176
Cost of goods sold (535,847)
GROSS PRICE 491,329
General Loads and Administration (70,577)
BUSINESS PRACTICE 468,042
PROFIT (LOSS) PERIOD/CURRENT YEAR 382,976
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CHAPTER IV – EXPLANATION, CONSIDERATION, AND REASONS FOR MATERIAL
TRANSACTIONS AND THE EFFECT OF TRANSACTIONS ON THE FINANCIAL CONDITION
OF SSMS AND CBUT
1. CONSIDERATIONS, REASONS AND BENEFITS OF BONDS ISSUANCE TRANSACTIONS
This transaction is required by SSMS and CBUT to maintain its liquidity and working capital as well as to pay off
part of the debts in the SSMS business group. Furthermore, the following are the benefits that the Issuers will
obtain by implementing the Transaction Plan:
a. The proceeds from the issuance of the Bonds will be used to refinance the obligations of SSMS, CBUT
and each of the Guarantor Subsidiaries (except SMU and KSA) based on the BRI Syndicated Credit
Agreement (SSMS), BRI Musyarakah Syndicated Credit Agreement (SSMS), BRI Bilateral Credit
Agreement (SSMS), BRI Bilateral Credit Agreement (CBUT), BNI Bilateral Credit Agreement (MKM),
BNI Bilateral Credit Agreement (MMS), BNI Bilateral Credit Agreement (MPP) and Credit Agreement
Bilateral BNI (TSA). This funding arrangement allows each Issuer to extend the term of their debt
obligations on more favourable terms and conditions, increasing cash flow and operational flexibility to
support the growth of the SSMS business group in the future. Therefore, SSMS will be able to have
healthy consolidated financial statements and can automatically support the business continuity of the
SSMS business group.
b. The obligations of SSMS, CBUT and each of the Guarantor Subsidiaries (except SMU and KSA) based
on the BRI Syndicated Credit Agreement (SSMS), BRI Musyarakah Syndicated Credit Agreement
(SSMS), BRI Bilateral Credit Agreement (SSMS), BRI Bilateral Credit Agreement (CBUT), BNI Bilateral
Credit Agreement (MKM), BNI Bilateral Credit Agreement (MMS), BNI Bilateral Credit Agreement (MPP)
and BNI Bilateral Credit Agreement (TSA) are subject to an average interest of 8.46%. There may be an
advantage on the interest difference where the interest rate on the Bonds is smaller if priced below
8.46%.
c. Internal cash funds that will be allocated by the Issuers to pay all or part of the Issuers’ debts can be
focused on developing business activities and working capital.
d. With the Transaction Plan, the Issuers can maintain liquidity and working capital. Thus it can strengthen
the Issuers' cash flow, so that it will make the Issuers' shares on the Indonesia Stock Exchange more
attractive and liquid. If the financial performance of the Issuers' business group can improve, it will
increase the value of shares for the Issuers' shareholders.
e. The opening of funding options for the Issuers through a combination of funding options from the
issuance of Bonds and banking/syndicated loans in order to achieve long-term business growth potential
that can support the Issuers' economy and business strategy from time to time.
2. THE EFFECT OF TRANSACTIONS ON SSMS FINANCIAL CONDITIONS
Based on the SSMS Consolidated Financial Statements as of 31 December 2024, SSMS has a debt amount of
IDR6,985,435,221,723 (six trillion nine hundred eighty five billion four hundred thirty five million two hundred
twenty one thousand seven hundred twenty three Rupiah) or equivalent to USD432,347,294 (four hundred thirty
two million three hundred forty seven thousand two hundred ninety four U.S. Dollars), with the following details:
Loan Amount Owed (as of 31 December 2024) Financial Statement
in thousands of IDR Page as of
31 December 2024
Current Portion of Long-term Debt 989,173,991 96
Short-term Bank Loans 2,195,100,881 96
Long-term Debt, Net of Current Portion 3,801,160,349 96
Total 6,985,435,221 96
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However, as disclosed above, SSMS and the Guarantor Subsidiaries (except SMU and KSA) will only refinance
the amount of debt based on the BRI Syndicated Credit Agreement (SSMS), BRI Musyarakah Syndicated Credit
Agreement (SSMS), BRI Bilateral Credit Agreement (SSMS), BNI Bilateral Credit Agreement (MKM), BNI Bilateral
Credit Agreement (MMS), BNI Bilateral Credit Agreement (MPP) and BNI Bilateral Credit Agreement (TSA) which
is in the amount of IDR4,050,621,483 (four trillion fifty billion six hundred five million six hundred twenty one
thousand four hundred eighty three Rupiah).
The Transaction Plan will extend the debt maturity profile of SSMS and its subsidiaries on a consolidated basis
as the proceeds received from the issuance of the Bonds will be used to repay in full the debts of SSMS and the
Guarantor Subsidiaries. The provisions in the Bonds are expected to provide more flexibility to SSMS in planning
and running a business which will also have an impact on the development of business activities from SSMS.
With the issuance of the Bonds, the liquidity and ability of SSMS will increase. So that it can finance the growth
of SSMS in the future. Given the fixed interest rate on the Bonds and the unamortized principal payment of the
Bonds during the period of the Bonds, it is hoped that SSMS will be able to further maximize the use of proceeds
in increasing profit growth which will also maximize the company's value.
Below is an overview of the financial condition of SSMS and its subsidiaries after the Transaction Plan as well as
a brief analysis of the conditions and effects on SSMS's proforma consolidated financial statements as of 31
December 2024 after the Transaction Plan:
The amount of short-term liabilities decreased by IDR1,149,485,548,000 (one trillion one hundred and
forty nine billion four hundred and eighty five million five hundred and forty eight thousand Rupiah) due
to the repayment of the BRI Syndicated Credit Agreement (SSMS), BRI Musyarakah Syndicated Credit
Agreement (SSMS), BRI Bilateral Credit Agreement (SSMS), BNI Bilateral Credit Agreement (MKM),
BNI Bilateral Credit Agreement (MMS), BNI Bilateral Credit Agreement (MPP) and BNI Bilateral Credit
Agreement (TSA) on short-term liabilities. The amount of long-term liabilities increases from the
proceeds of the issuance of Bonds (net) after deducting the cost of issuing Bonds which will be amortized
in accordance with the terms of the Bonds of IDR6,290,455,969,950 (six trillion two hundred ninety billion
four hundred fifty five million nine hundred sixty nine thousand nine hundred fifty Rupiah).
The amount of cash and cash equivalents decreased by IDR128,523,037,500 (one hundred twenty eight
billion five hundred twenty three million thirty seven thousand five hundred Rupiah) due to the cost of
issuing Bonds.
The issuance of Bonds with a principal amount of USD600,000,000 (six hundred million U.S Dollar) has
an impact on the Cash Ratio from 0.25x to 1.73x and the Current Ratio from 1.11x to 4.99x.
3. THE EFFECT OF TRANSACTIONS ON CBUT'S FINANCIAL CONDITION
Based on the CBUT Financial Statements as of 31 December 2024, CBUT has a debt amount of
IDR2,104,576,634,615 (two trillion one hundred four billion five hundred seventy six million six hundred thirty four
thousand six hundred and fifteen Rupiah) or equivalent to USD130,257,884 (one hundred thirty million two
hundred fifty seven thousand eight hundred eighty four United States Dollars), with the following details:
Loan Amount Owed (as of 31 December 2024) Financial Statement
in thousands of IDR Page as of
31 December 2024
Current Portion of Long-term Debt 89,830 CALK.17 Page 53
Short-term Bank Loans 1,335,398 CALK.17 Page 53
Long-term Debt, Net of Current Portion 679,348 CALK.17 Page 53
Total 2,104,577 CALK.17 Page 53
However, as stated above, CBUT will only refinance the amount of debt based on the BRI Bilateral Credit
Agreement (CBUT), which is IDR2,104,576,634,615 (two trillion one hundred and four billion five hundred seventy
six million six hundred thirty four thousand six hundred and fifteen Rupiah) or in accordance with confirmation on
outstanding amount from the lender (BRI).
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The issuance of the Bonds will extend the maturity profile of the CBUT debt because the funds received from the
issuance of the Bonds will be used to repay in full the CBUT debts. The provisions in the Bonds are expected to
provide more flexibility to CBUT in planning and running a business which will also have an impact on the
development of business activities from CBUT.
With the issuance of Bonds, the liquidity and ability of CBUT will increase. So that it can finance the growth of
CBUT in the future. Given the fixed interest rate on the Bonds and the principal payment of the Bonds that are
not amortized during the period of the Bonds, it is hoped that later CBUT will be able to further maximize the use
of proceeds in increasing profit growth which will also maximize the company's value.
Below is an overview of the financial condition of CBUT after the Transaction as well as a brief analysis of the
conditions and effects on the financial statements of CBUT as of 31 December 2024 after the Transaction Plan:
The amount of short-term liabilities decreased by IDR1,425,228,301,282 (one trillion four hundred twenty
five billion two hundred twenty eight million three hundred one thousand two hundred eighty two Rupiah)
and the amount of long-term liabilities decreased by IDR679,348,333,333 (six hundred seventy nine
billion three hundred forty eight million three hundred thirty three thousand three hundred thirty three
Rupiah) due to the repayment of the BRI Bilateral Credit Agreement (CBUT) on short-term liabilities. The
amount of long-term liabilities increases from the proceeds of the issuance of Bonds (net) after deducting
the cost of issuing Bonds which will be amortized in accordance with the terms of the Bonds equivalent
to IDR3,418,350,815,500 (three trillion four hundred eighteen billion three hundred fifty million eight
hundred fifteen thousand five hundred Rupiah).
The amount of cash and cash equivalents decreased by IDR62,670,177,050 (sixty two billion six hundred
seventy million one hundred seventy seven thousand fifty Rupiah) due to the cost of issuing Bonds.
The issuance of Bonds with a principal equivalent to IDR3,481,020,992,550 (three trillion four hundred eighty one
billion twenty million nine hundred ninety two thousand five hundred and fifty Rupiah) has an impact on the Cash
Ratio from 0.65x to 2.61x and the Current Ratio from 1.41x to 3.89x.
CHAPTER V – RELATIONSHIP AND NATURE OF AFFILIATION AND EXPLANATION,
CONSIDERATION, AND REASONS FOR THE TRANSACTION COMPARED TO WHEN IT IS
CONDUCTED WITH AN UNAFFILIATED PARTY
1. RELATIONSHIP AND NATURE OF AFFILIATION
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CBUT and the Guarantor Subsidiaries are SSMS Controlled Companies with share ownership from issued and
paid-up capital in the amount listed above.
The issuance of Bonds by SSMS and CBUT on a joint and several basis is an Affiliated Transaction because it is
carried out jointly and severally for the benefit of each other. This transaction is an Affiliated Transaction that is
not excluded based on the provisions of Article 6 of POJK No. 42/2020.
The provision of corporate guarantees by the Guarantor Subsidiaries to SSMS is an Affiliated Transaction
conducted by SSMS with a Controlled Company owned by at least 99% of the total issued and paid-up capital of
the Controlled Company so that it is exempted based on the provisions of Article 6(b)(1) of POJK No. 42/2020.
The provision of corporate guarantees by the Guarantor Subsidiaries to CBUT is an Affiliated Transaction carried
out by a fellow SSMS Controlled Company which is not exempt based on the provisions of Article 6 of POJK No.
42/2020.
The provision of inter-company loans by SSMS to the Guarantor Subsidiaries which will be used by each of the
Guarantor Subsidiaries to pay off their debts as outlined in Section 1.2 of Chapter III above, is an Affiliated
Transaction conducted by SSMS with a Controlled Company owned by at least 99% of the total issued and paid-
up capital of the Controlled Company so that it is exempted under the provisions of Article 6(b)(1) POJK No.
42/2020.
2. EXPLANATION, CONSIDERATION AND REASON FOR THE TRANSACTION COMPARED TO IF IT IS
CARRIED OUT WITH AN UNAFFILIATED PARTY
The Transaction Plan by SSMS and CBUT is an effort by SSMS and CBUT to obtain funding by issuing Bonds
jointly and severally where the proceeds from the issuance of the Bonds will be used both by SSMS and CBUT
as well as by the Guarantor Subsidiaries which will later be used to fund refinancing (Refinancing) debts to the
SSMS business group. These transactions are a single transaction of the issuance of Bonds and are not a
separate and independent transaction.
CHAPTER VI – EXPLANATION OF THE PLACE, ADDRESS, TELEPHONE NUMBER,
AND EMAIL ADDRESS THAT SHAREHOLDERS CAN CONTACT TO OBTAIN
INFORMATION REGARDING MATERIAL TRANSACTIONS
For shareholders of each SSMS and CBUT who require further information regarding the Transaction Plan, please contact:
PT SAWIT SUMBERMAS SARANA TBK PT CITRA BORNEO UTAMA TBK
Jl. H. Udan Said, 47, Baru, South Arut Jl. ASDP/Pelabuhan Roro Tempenek, Kumai Hulu,
West Kotawaringin, Central Kalimantan 74113, Kumai, West Kotawaringin, Central Kalimantan 74181,
Indonesia Indonesia
Tel: (0532) 21297 Tel: (0532) 21297
Fax: (0532) 21396 Fax: (0432) 21396
Email: corporate@ssms.co.id Email: corporate@citraborneoutama.co.id
CHAPTER VII – STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF
COMMISSIONERS
1) Material Transactions are Affiliated Transactions but do not contain Conflicts of Interest as referred to in POJK No.
42/2020.
2) The statements in the Information Disclosure submitted do not contain statements or information or facts that are
untrue or misleading, and contain all information or material facts necessary for investors to make decisions in relation
to the Transaction.
28
Page 29
CHAPTER VIII – ANNOUNCEMENT OF INDEPENDENT SHAREHOLDERS
MEETING OF SSMS
SSMS intends to announce and seek approval for the Transaction plan through the Independent GMS which will be held
on:
Day/date : Monday, 21 April 2025
Time : 14.00 WIB until it is finished
Place : Jakarta
In accordance with the provisions of Articles 17 and 52 of OJK Regulation No. 15/POJK.04/2020 concerning the Plan and
Implementation of the General Meeting of Shareholders of Public Companies (POJK No. 15/2020) and Article 13.14 of
the Articles of Association of SSMS, the invitation of the Independent GMS will be announced through the SSMS website
(https://ssms.co.id/) and the website of the Indonesia Stock Exchange on 27 March 2025.
The shareholders who are entitled to attend/be represented in the Independent GMS are SSMS Shareholders whose
names are recorded in the SSMS Register of Shareholders on 26 March 2025 at 16:00 WIB or the owner of the securities
account balance at the Collective Custody of PT Kustodian Sentral Efek Indonesia at the close of trading of SSMS shares
on the Indonesia Stock Exchange on 26 March 2025.
Every proposal from SSMS Shareholders will be included in the Independent GMS if it meets the requirements in Article
16 paragraph (1) POJK No. 15/2020 and Article 13.7 of the SSMS Articles of Association and the SSMS Board of Directors
expects that the proposal can be submitted to the SSMS Board of Directors in writing by one or more Shareholders
representing at least 1/10 of the total number of shares that have been issued by SSMS with valid voting rights, no later
than 7 (seven) days before the convening of the Independent GMS, which is on 20 March 2025.
Requirements for attendance quorum and quorum for decision-making of Independent GMS based on the Articles of
Association of SSMS as per POJK No. 15/2020.
a) The Independent GMS to approve the Transaction plan must be attended by more than 1/2 (one-half) of all shares
with valid voting rights owned by the Independent Shareholders, and the resolution of this Independent GMS must be
approved by more than 1/2 (one-half) of the total number of shares with valid voting rights owned by the Independent
Shareholders.
b) In the event that the quorum as referred to in letter a is not reached, the second Independent GMS may be held if the
GMS is attended by more than 1/2 (one-half) of the total number of shares with valid voting rights owned by the
Independent Shareholders.
c) The resolution of the Independent GMS as referred to in letters a and b is valid if it is approved by more than 1/2 (one-
half) of the total number of shares with valid voting rights owned by the Independent Shareholders present at the
Independent GMS.
d) In the event that the quorum of attendance at the second Independent GMS as referred to in letter b is not reached,
the third Independent GMS may be held at the request of the Public Company with the provisions of the quorum, the
number of votes to make a decision, the summoning and the time of holding the Independent GMS determined by the
Chairman of the OJK.
If this Transaction Plan does not obtain approval from the Independent Shareholders of SSMS, the plan can
only be resubmitted 12 (twelve) months after the implementation of the SSMS Independent GMS
CHAPTER IX – ANNOUNCEMENT OF INDEPENDENT SHAREHOLDERS MEETING
OF CBUT
CBUT intends to announce and seek approval of the transaction plan to the Independent Shareholders of CBUT through
the Independent GMS which will be held on:
29
Page 30
Day/date : Monday, 21 April 2025
Time : 14.00 WIB until it is finished
Place : Jakarta
In accordance with the provisions of Articles 17 and 52 of POJK No. 15/2020 and Article 11 paragraph 7 of the CBUT
Articles of Association, the invitation of the Independent GMS will be announced through the CBUT
(https://www.citraborneoutama.co.id/) website and the website of the Indonesia Stock Exchange on 27 March 2025.
The shareholders who are entitled to attend/be represented at the Independent GMS are CBUT Shareholders whose
names are recorded in the Register of CBUT Shareholders on 26 March 2025 at 16:00 WIB or the owner of securities
account balances at the Collective Custody of PT Kustodian Sentral Efek Indonesia at the close of trading of CBUT shares
on the Indonesia Stock Exchange on 26 March 2025.
Every proposal from the CBUT Shareholders will be included in the Independent GMS if it meets the requirements in Article
16 paragraph (1) POJK No. 15/2020 and Article 11 paragraph 6 (a) of the CBUT Articles of Association and the CBUT
Board of Directors expects that the proposal can be submitted to the CBUT Board of Directors in writing by one or more
Shareholders representing at least 1/10 of the total number of shares that have been issued by CBUT with valid voting
rights, no later than 7 (seven) days before the convening of the Independent GMS, which is on 20 March 2025.
Requirements for the quorum of attendance and quorum for decision-making of the Independent GMS based on the
Articles of Association of CBUT as per the Financial Services Authority Regulation No. 32/POJK.04/2014 concerning the
Plan for the Implementation of the General Meeting of Shareholders of Public Companies.
a) The Independent GMS to approve the Transaction plan must be attended by more than 1/2 (one-half) of all shares
with valid voting rights owned by the Independent Shareholders, and the resolution of this Independent GMS must be
approved by more than 1/2 (one-half) of the total number of shares with valid voting rights owned by the Independent
Shareholders.
b) In the event that the quorum as referred to in letter a is not reached, the second Independent GMS may be held if the
GMS is attended by more than 1/2 (one-half) of the total number of shares with valid voting rights owned by the
Independent Shareholders.
c) The resolution of the Independent GMS as referred to in letters a and b is valid if it is approved by more than 1/2 (one-
half) of the total number of shares with valid voting rights owned by the Independent Shareholders present at the
Independent GMS.
d) In the event that the quorum of attendance at the second Independent GMS as referred to in letter b is not reached,
the third Independent GMS may be held at the request of the Public Company with the provisions of the quorum, the
number of votes to make a decision, the summoning and the time of holding the Independent GMS determined by the
Chairman of the OJK.
In the event that the quorum of attendance at the second Independent GMS as referred to in letter b is not reached, the
third Independent GMS may be held at the request of the Public Company with the provisions of the quorum, the number
of votes to make a decision, the summoning and the time of holding the Independent GMS determined by the Chairman
of the OJK.
If this Transaction Plan does not obtain approval from the Independent Shareholders of CBUT, the plan can
only be resubmitted 12 (twelve) months after the implementation of the CBUT Independent GMS
30
Names mentioned 58 people and organisations named in the text · linked when the evidence is strong
unresolved
person
H. Udan Said
p.1 ×12
unresolved
org
DUE TO SEVERAL FACTORS INCLUDING BUT NOT LIMITED
p.1
unresolved
org
Paul Hadiwinata
p.3
unresolved
org
Palilingan & Partners
p.3
unresolved
org
Purwantono
p.3
unresolved
org
Young Global Limited
p.3
unresolved
org
Bank Indonesia
p.3
unresolved
org
PT Kalimantan Sawit Abadi
p.3
unresolved
org
Minister of Law
p.3
unresolved
org
Minister of Law and Human Rights
p.3 ×12
unresolved
org
PT Menteng Kencana Mas
p.3
unresolved
org
PT Mitra Mendawai Sejati
p.3
unresolved
org
PT Mirza Pratama Putra
p.3
unresolved
org
Financial Services Authority
p.3 ×4
unresolved
org
Kusnanto & Rekan
p.4
unresolved
person
Dr. Tintin Surtini
· Notaris
p.4 ×74
unresolved
person
Winter Sigiro
· Notaris
p.4 ×30
unresolved
person
Winter Sigoro
· Notaris
p.4
unresolved
person
Dewantari Handayani
· Notaris
p.5 ×3
unresolved
org
PT Bank DKI
p.5
unresolved
org
PT Bank Woori Saudara Indonesia
p.5
unresolved
org
Maybank Indonesia Tbk
p.5 ×2
unresolved
org
Singapore Exchange Securities Trading Limited
p.5
unresolved
org
PT Sawit Multi Utama
p.5
unresolved
org
PT Tanjung Sawit Abadi
p.6
unresolved
org
Indonesia Stock Exchange
p.6 ×9
unresolved
org
Minister of Justice
p.14
unresolved
person
Aulia Taufani
· Notaris
p.14 ×5
unresolved
org
PT Datindo Entrycom
p.15 ×2
unresolved
org
PT Citra
p.15
unresolved
org
PT Putra
p.15
unresolved
org
PT Citra Borneo Utama Limited Liability
p.15
unresolved
person
Teguh Hendrawan
· Notaris
p.15
unresolved
person
Eko Soemarno
· Notaris
p.17 ×9
unresolved
person
Citra Buana Tungga
· Notaris
p.17 ×9
unresolved
org
PT Mandiri Indah Lestari
p.18 ×2
unresolved
person
Agustri Parlina
· Notaris
p.18
unresolved
person
Muhammad Ramdhanie
· Notaris
p.18 ×3
unresolved
person
Lya Indah Novelya
· Notaris
p.19 ×9
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.29 ×3
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