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AMENDMENT AND/OR ADDITIONAL INFORMATION DISCLOSURE TO SHAREHOLDERS
IN THE CONTEXT OF MATERIAL TRANSACTIONS
THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE CONSIDERED BY THE SHAREHOLDERS IN
CONNECTION WITH MATERIAL TRANSACTIONS AND CHANGES IN MAIN BUSINESS ACTIVITIES TO
FULFIL THE OTORITAS JASA KEUANGAN REGULATION NO. 17/POJK.04/2020 REGARDING MATERIAL
TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES.
IF YOU HAVE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION CONTAINED IN THIS
DISCLOSURE OR ARE IN ANY DOUBT AS TO HOW TO MAKE A DECISION, YOU SHOULD CONSULT A
COMPETENT PERSON OR PROFESSIONAL ADVISOR.
PT SEJAHTERARAYA ANUGRAHJAYA TBK
Business Activities:
Private Hospital Activities
Domiciled in Kota Tangerang, Indonesia
Head Office:
Jl. Honoris Raya Kav. 6
Modern City (Modernland)
Kota Tangerang 15117 - Indonesia
Phone: (021) 557 81888, Facsimile: (021) 552 9036 / 552 9480
Email: corporate.secretary@mayapadahospital.com
www.mayapadahospital.com
THE BOND AS MEANS IN THIS INFORMATION DISCLOSURE ARE NOT OFFERED OR SOLD IN INDONESIA
OR TO INDONESIAN CITIZENS OR TO INDONESIAN RESIDENTS, IN A MANNER THAT CONSTITUTES A
PUBLIC OFFERING OR AN OFFERING OF DEBT SECURITIES CONDUCTED WITHOUT A PUBLIC OFFERING
AS REFERRED TO IN LAW NO. 8 OF 1995 ON CAPITAL MARKETS AS AMENDED BY LAW NO. 4 OF 2023
ON THE DEVELOPMENT AND STRENGTHENING OF THE FINANCIAL SECTOR AND ANY IMPLEMENTING
REGULATIONS (INCLUDING BUT NOT LIMITED TO FINANCIAL SERVICE AUTHORITHY REGULATION
NUMBER 30/POJK.04/2019 ON THE ISSUANCE OF DEBT SECURITIES AND/OR SUKUK CONDUCTED
WITHOUT A PUBLIC OFFERING). THE INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE IS
NOT INTENDED TO BE A PUBLIC OFFERING DOCUMENT OR A RECOMMENDATION TO PURCHASE,
EITHER DIRECTLY OR INDIRECTLY, TOWARD THE COMPANY'S SECURITIES IN ANY JURISDICTION
INCLUDING INDONESIA. THE BOND WILL NOT BE LISTED ON ANY STOCK EXCHANGE INCLUDING THE
INDONESIAN STOCK EXCHANGE.
This information disclosure is published in Jakarta on 6 February 2025.
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DEFINITIONS AND ABBREVIATIONS
Public Accountant : Benny Andria, Public Accountant Licence No. AP.0181, Accountant at
Amir Abadi Jusuf, Aryanto, Mawar & Rekan Public Accouting Firm who
reviewed the Company's Consolidated Financial Statements.
Investor 1 : BCSS Maverick Holdings I, L.P., an Exempted Limited Partnership
incorporated under and subject to the laws of the Cayman Islands and
having its registered address at Maples Corporate Services Limited PO
Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
Investor 2 : BCSS Maverick Holdings II, L.P., an Exempted Limited Partnership
incorporated under and subject to the laws of the Cayman Islands and
having its registered address at Maples Corporate Services Limited PO
Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
Sanction Provisions : Any law or provision relating to economic or financial sanctions imposed
by, or restrictive measures imposed from time to time by, the United
Nations, the United States Department of State's Office of Foreign Assets
Control, the European Union or its member states, the United Kingdom
(including Her Majesty's Treasury) or any other national or supranational
economic sanctions authority (including that of Indonesia) governing the
conduct of a party to the Bond Subscription Agreement or its affiliates.
Information Disclosure : The information as stated in this announcement and/or information
disclosure is in order to fulfil Regulation 17/2020.
Ministry of Law : Ministry of Law of the Republic of Indonesia (formerly Ministry of Law and
Human Rights of the Republic of Indonesia).
KJPP : Ihot Dollar & Raymond Public Appraisal Services Office, an independent
appraiser registered with OJK who provided a fairness opinion on the
Proposed Transaction.
Bank Indonesia Exchange Rate : Bank Indonesia middle rate as of 30 September 2024 amounting to 1 US$
= IDR15,138 as announced by Bank Indonesia.
Company Financial Report : Interim Consolidated Financial Statements of the Company and its
September 2024 Subsidiaries as of 30 September 2024 and for the 9-month period ended
30 September 2024 which have been reviewed by Benny Adria, Public
Accountant Licence No. Ap.0181, Accountant at Amir Abadi Jusuf,
Aryanto, Mawar and Partners Public Accountant Office in accordance
with Indonesian Financial Accounting Standards based on the Report on
the Review of Interim Consolidated Financial Information No.
R/045.ARC/bna/2024 dated 22 November 2024.
Mayapada Hospital South : Mayapada Hospital located at Jl. Lebak Bulus I Kav. 29, West Cilandak
Jakarta Barat, Cilandak District, South Jakarta.
Mayapada Hospital Surabaya : Mayapada Hospital located at Jl. Mayjen Sungkono No.16-20, Pakis,
Sawahan District, Surabaya City, East Java.
MOL : Minister of Law of the Republic of Indonesia (formerly known as Minister
of Law and Human Rights of the Republic of Indonesia, Minister of Justice
of the Republic of Indonesia, Minister of Justice and Human Rights of the
Republic of Indonesia, or Minister of Law and Legislation of the Republic
of Indonesia).
OJK : The Indonesia Financial Services Authority (Otoritas Jasa Keuangan)
which has the functions, duties and powers of regulation, supervision,
examination and investigation as stipulated in Law No. 21 of 2011 on the
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Otoritas Jasa Keuangan, as amended by Law No. 4 of 2023 on
Development and Strengthening of Financial Services Sector.
Investors : Investor 1 and Investor 2.
Anti-Corruption and Anti-Money : In relation to a party:
Laundering Provision Violation (i) violation of Law No. 31 of 1999 on the Eradication of Crimes of
Corruption (as amended by Law No. 20 of 2021) and other anti-
bribery, anti-corruption and anti-money laundering laws, and similar
rules or regulations, in force or issued in Indonesia and applicable
to the business and dealings of the Company and its subsidiaries
and the Investors;
(ii) such party has (a) used company funds for contributions or other
unlawful expense relating to political activities; (b) offered, paid,
promised to pay or authorised the giving of anything of value to any
person for the purpose of influencing a particular action or the act
or decision of a competent authority or government official; or (c)
made a bribe or other unlawful payment to any person.
Regulation 14/2019 : OJK Regulation No. 14/POJK.04/2019 on amendment of OJK Regulation
No. 32/POJK.04/2015 regarding Capital Increase of Public Companies
with Pre-emptive Rights.
Regulation 15/2020 : OJK Regulation No. 15/POJK.04/2020 dated 21 April 2020 on Planning
and Organization of General Meeting of Shareholders of Public
Companies.
Regulation 17/2020 : OJK Regulation No. 17/POJK.04/2020 dated 21 April 2020 on Material
Transactions and Changes in Business Activities.
Regulation 42/2020 : OJK Regulation No. 42/POJK.04/2020 dated 2 July 2020 on Affiliated
Transactions and Conflict of Interest.
Company : PT Sejahteraraya Anugrahjaya Tbk, a public limited liability company
established under and subject to the laws of the Republic of Indonesia
and domiciled in Kota Tangerang.
Bond Subscription Agreement : Bond Subscription Agreement dated 29 November 2024 entered into by
and between the Company as the issuer of the Bond and the Investors
as the party who will purchase the Bond.
Proposed Transaction : Issuance of Bond in foreign currency to Investors with a principal amount
of US$125,000,000 (or equivalent to Rp1,892,250,000,000 assuming
Bank Indonesia exchange rate).
GMS : General Meeting of Shareholders.
SCIC or Controlling : PT Surya Cipta Inti Cemerlang, the controlling shareholder of the
Shareholder Company as of the date of this Information Disclosure which owns
59.99% of the shares in the Company.
Bond : Bond to be issued by the Company to the Investors in foreign currency
with a principal amount of US$125,000,000 (or equivalent to
Rp1,892,250,000,000 using the Bank Indonesia Exchange Rate
assumption).
INTRODUCTION
This Information Disclosure is made in connection with the Proposed Transaction in the form of a plan to issue
Bond to Investors with a principal amount of US$125,000,000 (or equivalent to Rp1,892,250,000,000 assuming
the Bank Indonesia Exchange Rate).
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This Information Disclosure is made in connection with the Proposed Transaction in order to fulfil the provisions
of Regulation 17/2020 and so that the shareholders of the Company obtain complete information regarding the
Proposed Transaction.
The value of the Proposed Transaction is Rp1,892,250,000,000 (assuming the Bank Indonesia Exchange Rate)
which is 101.61% of the Company's equity in the amount of Rp1,862,207,000,000 based on the Company's
September 2024 Financial Statements. By considering the value of the Proposed Transaction, the Proposed
Transaction is a Material Transaction as referred to in Article 6 paragraph (1) letter d number 1 of Regulation
17/2020 which requires prior approval from the GMS.
The Board of Directors and the Board of Commissioners of the Company state that they have carefully studied
the material information available in connection with the Proposed Transaction as described in this Information
Disclosure, and all material information in connection with the Proposed Transaction has been disclosed in this
Information Disclosure and such material information is not misleading. Furthermore, the Board of Directors and
Board of Commissioners of the Company declare full responsibility for the truth of all information contained in
this Information Disclosure.
The Board of Directors and Board of Commissioners of the Company declare that this Proposed Transaction:
(i) is not an affiliated transaction considering that there is no affiliated relationship between the Company and
the Investors and (ii) does not contain conflict of interest as referred to in Regulation 42/2020.
As of the date of this Information Disclosure, the Company has received no objections from any party regarding
the Proposed Transaction.
As additional information, on April 3 2024, the Company has obtained an idA/Stable credit rating based on the
rating carried out by PT Pemeringkat Efek Indonesia.
PROPOSED TRANSACTION
A. Considerations and Reasons for the Proposed Transaction
In order to invite strategic investors who are interested to invest in the Company in order to strengthen
the Company's performance, the Company has previously obtained approval from the independent GMS
on 21 August 2024 regarding the plan to Increase Capital without Pre-emptive Rights ("PMTHMETD
2024"). As a follow-up to the selection process of several potential strategic investors, the Company has
determined the strategic investor that will invest in the Company and participate in the PMTHMETD 2024,
namely BCCS Maverick (A) I, LP, an entity established under the laws of the state of Delaware.
In connection therewith, the Company also plans to issue Bond to the Investors, each of which is an entity
wholly owned by BCCS Maverick (A) I, LP. The Investors and BCCS Maverick (A) I, LP are entities
controlled by Bain Capital Credit, LP, a US-based private investment firm and its affiliates. The Company
plans to allocate the proceeds from the issuance of the Bond to support the working capital of the
Company's group and to assist the development of the Company's business through the construction of
several projects such as the expansion of Mayapada Hospital South Jakarta and also the construction of
new hospitals such as Mayapada Apollo Batam International Hospital in Batam and Mayapada Hospital
Surabaya 2. Further information regarding the use of proceeds from the Proposed Transaction is set out
in section C (Proposed Use of Proceeds) of this Information Disclosure.
In accordance with Regulation 17/2020, in conducting the Proposed Transaction, the Company must first
obtain the approval of the Company's shareholders. Therefore, the Company plans to hold a GMS on 10
February 2025 and therefore the Company submits the information as stated in this Information Disclosure
so that all shareholders of the Company know complete information on the Proposed Transaction and
approve the plan in the GMS.
Further information regarding the implementation plan of PMTHMETD 2024 will be announced later by
the Company in accordance with the provisions of Regulation 14/2019, which is no later than 5 working
days before the implementation of PMTHMETD 2024.
B. Description of the Proposed Transaction
1. Agreement : Bond Subscription Agreement dated 29 November 2024 which
regulates the terms and conditions as well as the rights and obligations
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of the parties in connection with the issuance of Bond by the Company
to the Investors.
2. Parties : a. The Company as the issuer of the Bond; and
b. Investor 1 and Investor 2 as purchasers of the Bond.
3. Principal amount of : US$125,000,000 (or equivalent to Rp1,892,250,000,000 assuming
Bond Bank Indonesia exchange rate), wherein:
a. 50% of the principal amount of the Bond (US$62,500,000 or
equivalent to Rp946,125,000,000 assuming Bank Indonesia
Exchange Rate) will be issued to Investor 1; and
b. 50% of the principal amount of Bond (US$62,500,000 or
equivalent to Rp946,125,000,000 assuming Bank Indonesia
Exchange Rate) will be issued to Investor 2.
4. Use of Proceeds : Support the funding needs of the Company's group as further
described in section C (Proposed Use of Proceeds) of this Information
Disclosure.
5. Maturity : The last day of the 84th month (7 years) from the month in which the
Bond is issued (or such other date as may be agreed in a transaction
document, if any).
6. Mandatory : The Investors are entitled at any time to require the Company to repay
Redemption all outstanding amounts under the Bond (including any obligations
incurred and owed by the Company to the Investors including all
principal, premium, interest and fees, and any other amounts incurred
or owed under the Bond) if the following mandatory redemption events
occur:
a. A basic mandatory redemption event has occured and is
continuing for the period agreed by the parties, which includes,
among other things, the following (a "Basic Mandatory
Redemption Event"):
i. The Company's authority or ability to conduct its business is
materially curtailed by any seizure, expropriation,
nationalisation, intervention, restriction or other similar
action by or on behalf of any governmental or regulatory
body in relation to the Company group or its assets;
ii. The Company's shares cease to be listed on the Indonesia
Stock Exchange;
iii. The Company’s shares are subject to suspension by the
Indonesia Stock Exchange;
iv. it becomes unlawful for any of the Investors to hold the Bond
or the Company’s shares;
v. Company’s group or the Controlling Shareholder has
committed Anti-Corruption and Anti-Money Laundering
Provision Violation; or
vi. Such other circumstances as may be set out in any other
transaction document (if any).
b. An immediate mandatory redemption event occurs and is
continuing, which includes the following (an "Immediate
Mandatory Redemption Event"):
i. Change of control occurs in respect of the Company or the
Controlling Shareholder, unless such change of control is
caused by an Early Redemption Event by the Company as
described in point 7 below;
ii. The Company or the Controlling Shareholder experiences
an insolvency event in accordance with the provisions of the
Bond Subscription Agreement;
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iii. The Company fails to pay to the Investors any amount that
is due and payable under the Bond Subcription Agreement
at the agreed time and currency;
iv. The debts of the Company (other than the amounts due
under the Bonds) or the Controlling Shareholder in an
amount greater than US$25,000,000 are declared by the
relevant creditor in writing to be due and payable as a result
of an event of default and such declaration is not withdrawn
within 180 days of issuance (for total debts above
US$25,000,000) or within 14 days of issuance (for total
debts above US$50,000,000); or
v. The Company group or the Controlling Shareholder
breaches the Sanction Provisions in a material respect and
it materially and adversely affects the interests of the
Investors or their affiliates.
In the event of a Basic Mandatory Redemption Event or an Immediate
Mandatory Redemption Event, the Company is required to pay the
outstanding principal amount of the Bond plus the Redemption
Premium as described in paragraph 10 below.
c. A wilful mandatory redemption event occurs and continue to
occur, which includes, the following (an "Wilful Mandatory
Redemption Event"):
i. The Company rescinds or repudiates (or purports to rescind
or repudiate) the Bond Subscription Agreement;
ii. The Company (or its directors, officers or management) has
committed fraud or wilful misconduct in connection with the
Bond Subscription Agreement or the Bond and such action
materially and adveresly affects the interests of the Investors
or its affiliates;
iii. The Company or the Controlling Shareholder voluntarily
proposes, initiates or pursues an insolvency event for the
Company or the Controlling Shareholder that is not required
by applicable law;
iv. The Company group or the Controlling Shareholder is in
breach of the Sanctions Provisions or in breach of the Anti-
Corruption and Anti-Money Laundering Provisions in any
material respect, in circumstances where such breach was
within the control of the relevant group Company and/or the
Controlling Shareholder and is materially and adversely
affects the interests of the Investors or its affiliates; or
v. such other wilful acts as may be set out in any other
transaction document (if any).
In the event of an Involuntary Mandatory Redemption Event, the
Company is required to pay the outstanding principal amount of the
Bond plus: (i) the Redemption Premium as described in point 10 below
or (ii) 70% of the outstanding principal amount of the Bond at the
relevant time, whichever is higher.
7. Early Redemption : After the end of the 36th month following the month in which the Bond
by the Company is issued, the Company is entitled to prepay all outstanding principal
amount of the Bond (and including the relevant Redemption Premium)
if an early redemption event by the company occurs (an "Early
Redemption Event by the Company") in a single transaction (or a
series of related transactions that complete on or around the same
time) which meet(s) all of the following criteria:
i. solely as a result of such transaction(s), a third party group
acquires 25% or more of the shares of the Company;
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ii. such transaction(s) take(s) the form of: (i) one or more of the
Company shareholder which directly or indirectly own 5% or
more shares in the Company on the day of the Bond Subscription
Agreement to sell such shares to a third party group, excluding
for the Investors and affiliates of the Investors, (ii) the Company
issuing shares to such third party group, or (iii) a combination of
(i) and (ii);
iii. such transaction(s) are entered into and completed in good faith
and on arm’s length commercial terms with the third party group;
iv. such transaction is (or series of transactions are) completed on
or after the last day of the 36th month to occur after the month
that the Bonds were issued and before the maturity date of the
Bonds; and
v. each new holder of sharesfrom the third party group has cleared
the "know your customer" requirements of the Investors.
The Company is obliged to submit a written notice regarding the early
redemption plan at the latest 5 working days in advance and to repay
the Bond at the latest 20 working days after the occurrence of an
Accelerated Redemption Event by the Company.
If an Early Redemption Event by the Company results in a change of
control of the Company, and the Company does not make an early
redemption of the Bond, the Investors shall be entitled to require the
Company to repay the Bond by issuing a redemption notice. In such
case, the Company is obliged to repay the Bond.
8. Partial Redemption : The Investors have the right (but not the obligation) to request partial
by Investors redemption of up to 50% of the outstanding principal amount of the
Bond (and including the relevant Redemption Premium) iat any of the
following times:
i. the last day of the 60th month to occur following the month in
which the Bond is issued;
ii. the end of the 66th month to occur following the month in which
the Bond is issued; or
iii. the end of the 72nd month (end of the 6th year) to occur after the
month in which the Bond is issued;
provided that the Investors submits a written notice of such partial
redemption to the Company at least 180 days prior to the partial
redemption date as described above.
9. Security : The Bond is not secured by any particular collateral by the Company
and its subsidiaries or any other party.
10. Bond Redemption : The Bond does not bear interest.
Amount
The parties have agreed that the redemption amount of the Bond shall
be the principal amount of the Bond plus a premium amount
denominated in US$ ("Redemption Premium").
The Redemption Premium will be calculated using the following
formula (including in the case of mandatory redemption, partial
redemption or early redemption):
Redemption Premium = (A - B) x C x D
A : An amount computed in Rupiah which represents the
Company's EBITDA of the last 12 month as at the last day of
the consecutive 12-month period in accordance with the last
available quarterly accounts (not required to be audited or
reviewed) prior to the date of determination of the Redemption
Premium, multiplied by the baseline EBITDA multiplier
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(subject to subject to other multiples stipulated for certain
conditions based on the Bonds Subscription Agreement).
B : Net Debt
The Company's net debt in Rupiah (as determined based on
the latest available quarterly accounts (not required to be
audited or reviewed) or if more recent, the last available
audited annual accounts) as at the last day of the period
referred to for calculating "A".
C : 0,125.
D : If the Redemption Premium is determined for a partial
redemption of the Bond, then a number less than 1, which
number is the product of (i) the principal amount of Bond being
repaid divided by (ii) US$125,000,000. For all other purposes,
"D" shall be 1.
Further provisions relating to the formula and procedures of
determining the amount of EBITDA and Net Debt of the Company and
Redemption Premium are further stipulated in the Bond Subcription
Agreement.
The premium amount as stated above is to be paid at maturity or
settlement (and not paid annually or periodically).
In the event of late payment of any sum due by the Company under
the Bond Subcription Agreement beyond 14 days from the date on
which such payment is required to be made, the Company shall be
liable to pay default interest at the rate of 8% per annum on the overdue
amount.
11. Baseline EBITDA : 17.5X
Multiple
12. Preliminary : Conditions precedent to the Proposed Transaction include:
Requirements
a. The Company obtained approval from the Board of
Commissioners of the Company for the Proposed Transaction.
As at the date of this Information Disclosure, the Company has
obtained approval from the Board of Commissioners of the
Company based on Circular Resolution of the Board of
Commissioner in Lieu of Board Commissioner Meeting No.
149A/MHG-SRAJ/SRT/XI/2024 dated 23 December 2024.
b. The Company obtained GMS approval for the Proposed
Transaction.
The Company plans to hold a GMS on 10 February 2025 in
connection with the Proposed Transaction.
c. The Company announces an information disclosure (together
with the amendments required by OJK) in connection with the
Proposed Transaction as required by Regulation 17/2020.
The Company has announced the Information Disclosure on 11
December 2024 and the amendment and/or addition to the
Information Disclosure no later than 2 business days prior to the
date of the GMS, in this matter 6 February 2025.
d. The Company obtained a waiver from PT Indonesia
Infrastructure Finance ("IIF") of the provisions in the Deed of
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Senior Term Loan Facility Agreement No. 165 dated 27
September 2023, made before Jimmy Tanal, S.H., Notary in
South Jakarta between the Company, NSK, SAS as the loan
recipient and IIF as the lender.
As at the date of this Information Disclosure, the Company has
obtained approval from IIF for the Proposed Transaction based
on IIF Letter No. 0281/II/IIF/2025 dated 4 February 2025.
e. The Company submits written notification of the Proposed
Transaction to PT Bank KB Bukopin Tbk ("Bank KB Bukopin")
within 10 working days prior to the date of issuance of the Bond.
As at the date of this Information Disclosure, the Company has
submitted a written notification to Bank KB Bukopin based on
Company’s letter No. 001/BF/MHG/I/2025 dated 8 January
2025 which was received by Bank KB Bukopin on 14 January
2025.
The conditions precedent to the Proposed Transaction must be fulfilled
no later than 6 months after the date of signing of the Bond
Subscription Agreement (i.e. 29 May 2025), or such other date as
agreed by the Company and the Investors.
13. Restrictions : There are no specific provisions regarding restrictions.
14. Applicable Law : English Law.
15. Dispute Resolution : The arbitration takes place in Singapore in accordance with the rules
of the Singapore International Arbitration Centre.
In connection with the Proposed Transaction, the Company also provides statements related to, among
others, the status, financial condition and business activities of the Company to the Investors. Statements
related to the Company's financial condition are statements related to the accuracy of the Company's
financial condition as referred to in the Company's Annual Financial Statements for 2023, along with the
Interim Financial Statements for March 2024 (unaudited) and June 2024 (limited review).
Approvals and/or Notifications related to the Proposed Transaction
The Company does not require prior approval from third parties (including the government or other
institutions) and/or has an obligation to submit notification to third parties (including the government or
other institutions) on the Proposed Transaction, except:
1. Approval and/or notification which is a preliminary requirement under the Bonds Subscription
Agreement as described in number 12 above;
2. Reporting of foreign debt to the Minister of Finance of the Republic of Indonesia as required by Decree
of the Minister of Finance of the Republic of Indonesia No. 261/MK/IV/5/1973 dated 3 May 1973
regarding Provisions for the Implementation of Receipt of Offshore Loans as amended by Decree of
the Minister of Finance No. KEP-279/KMK.01/1991 dated 18 March 1991. As at the date of this
Disclosure of Information, the Company has submitted a report on the Proposed Transaction to the
Ministry of Finance of the Republic of Indonesia by electronic mail on 13 December 2024; and
3. Reporting of foreign exchange traffic to Bank Indonesia as required by Bank Indonesia Regulation
Number 16/22/PBI/2014 regarding Reporting of Foreign Exchange Trading Activities and Reporting
of Activities on the Implementation of Prudential Principles in the Management of Foreign Debt of
Non-Bank Corporations as partially amended through Bank Indonesia Regulation Number
21/2/PBI/2019 regarding Reporting of Foreign Exchange Traffic Activities (as amended from time to
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time). As of the date of this Disclosure of Information, the Company has submitted its foreign
exchange traffic report through a written letter received by Bank Indonesia on 16 December 2024.
C. Proposed Use of Proceeds
The funds obtained by the Company from the Proposed Transaction are planned to be used for working
capital and to support the funding needs of the Company's group hospital future project development ,
with its details are as follows:
1. Mayapada Hospital South Jakarta: Approximately Rp 725,000,000,000 is used for capital
injection to PT Nirmala Kencana Mas ("NKM"), which will then be used by NKM for the
construction of Tower 3 of Mayapada Hospital South Jakarta and purchase of additional medical
equipment.
The current area of Mayapada Hospital South Jakarta is ±46,230m2 which consists of Tower 1
and Tower 2. NKM plans to add an additional building Tower 3 with an estimated building area
of approximately ±42,000m2 which is expected to consist of approximately 23 floors and can
accommodate approximately ±100 beds.
The estimated proforma capital structure of NKM before and after capital injection by the
Company using the proceeds from the implementation of the Proposed Transaction is as follows:
After Capital Injection by the Company as a Result
Capital Structure as at the date of this Information
of the Implementation of the Proposed
Disclosure
Transaction
Shareholder
Nominal value Rp100 per share Nominal value Rp100 per share
Structure
Number of Nominal Value Number of Nominal Value
(%) (%)
Shares (IDR) Shares (IDR)
Authorised
20,000,000,000 2,000,000,000,000 - 60,000,000,000 6,000,000,000,000 -
Capital
Issued and Paid-up Capital
Company 13,118,881,516 1,311,888,151,600 99.81 20,368,881,516 2,036,888,151,600 99.88
Dato' Sri Prof. Dr
25,000,000 2,500,000,000 0.19 25,000,000 2,500,000,000 0.12
Tahir, MBA
Total 13,143,881,516 1,314,388,151,600 100.00 20,393,881,516 2,039,388,151,600 100.00
Unissued Shares 6,856,118,484 685,611,848,400 - 39,606,118,484 3,960,611,848,400 -
Availability of location:
The expansion of Mayapada Hospital South Jakarta will be developed at Jl. Lebak Bulus I Kav.
29, West Cilandak, Cilandak District, South Jakarta on 19 parcels of land with Right to Build (Hak
Guna Bangunan) owned by NKM with a total land area of 38,824m2 and all valid until 2038, with
the following detail:
No. Certificate Number Area (m2)
1. SHGB No. 2670 694
2. SHGB No. 2671 178
3. SHGB No. 2672 3,782
4. SHGB No. 2673 1,119
5. SHGB No. 2674 126
6. SHGB No. 2675 175
7. SHGB No. 2676 596
8. SHGB No. 2677 1,878
9. SHGB No. 2678 25,470
10. SHGB No. 2679 445
11. SHGB No. 2680 90
12. SHGB No. 2681 674
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13. SHGB No. 2682 329
14. SHGB No. 2683 205
15. SHGB No. 2684 850
16. SHGB No. 3135 221
17. SHGB No. 3136 309
18. SHGB No. 3137 185
19. SHGB No. 2194 1,498
As at the date of this Information Disclosure, the land owned by NKM are not being secured or
leased to any party, and is not involved in any dispute.
Required material licences:
(i) Hospital Operating Licence: NKM has obtained the Hospital Operating Licence
Extension No. 91200046911450004 dated 9 December 2023 valid until 1 December
2028, which grants NKM permission to operate Mayapada Hospital South Jakarta as a
Class B Hospital.
(ii) Building Permit/Building Approval: The permit application process will be seeked after
the date of issuance of the Bond, estimated to be no later than the 4th quarter of 2025.
(iii) Revised Environmental Approval: As at the date of Information Disclosure, NKM hold
Environmental Permit for Mayapada Hospital South Jakarta based on the Decree of the
Head of the Regional Environmental Management Agency of the Special Capital Region
of Jakarta Province Number 47 of 2014 dated 29 January 2014. The expansion of
Mayapada Hospital South Jakarta requires changes to environmental approvals,
including NKM's Environmental Permit. The process of applying for the revision of
environmental approvals will be conducted after the issuance date of the Bond,
estimated to be no later than the 4th quarter of 2025.
(iv) Building Worthiness Certificate: The application process for the Building Worthiness
Certificate will be conducted after the commencement of construction of the Mayapada
Hospital South Jakarta expansion, estimated to be no later than the 1st quarter of 2026.
(v) Approval of Conformity of Space Utilisation Activities (“PKKPR”): The Company will apply
for PKKPR when the process of obtaining the project implementation permit begins,
estimated no later than the 4th quarter of 2025. Based on the information available on
the DKI Jakarta Detailed Spatial Plan (RDTR) information system on the “Jakarta Satu”
website, as of the date of this Information Disclosure, the allocation of land to be used in
the development of Tower 3 of Mayapada Hospital South Jakarta is in accordance with
applicable spatial regulations.
The estimated time for processing all of the above licences is around 24 months from the start of
the licensing process.
There are no other material licences required by NKM or the Company for the expansion of
Mayapada Hospital South Jakarta as described above.
Signed agreement:
As of the date of Information Disclosure, NKM has no agreement with third parties (including
producers and suppliers of medical devices, providers or contractors) in connection with the
construction of the expansion of Mayapada Hospital South Jakarta and purchase of additional
medical equipment.
Utilisation and benefits of the project to the Company:
To date, Mayapada Hospital South Jakarta has operated Tower 1 and Tower 2 consisting of
polyclinics, inpatient rooms, treatment rooms and other supporting facilities for hospital
operations with a total building area of ±78.620 m².
The Company also sees the need for expansion of health services, especially related to the
development of specialities in heart disease, cancer and organ transplantation. Taking into
account both of these matters, the Company plans to expand to increase the capacity and utility
of Mayapada Hospital South Jakarta by building Tower 3, on land that is currently vacant at the
location of Mayapada Hospital South Jakarta, with an estimated building area of approximately
±42,000m2 which is expected to consist of approximately 23 floors and can accommodate around
±100 beds, and is equipped with medical equipment specialising in heart, cancer and organ
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transplantation. The construction of Tower 3 is expected to bring benefits, among others as
follows:
• Additional bed capacity to improve service to patients.
• Additional area for the placement of additional state-of-the-art medical equipment as a
form of providing more complete, comprehensive and up-to-date Health services to the
community.
• Improved cardiac, neurological, cancer and organ transplant speciality services.
2. Mayapada Apollo Batam International Hospital: Approximately Rp725,000,000,000 is used for
capital injection to PT Anugrah Inti Bahagia ("AIB"), a subsidiary of the Company, which will then
be used by AIB for the construction of the Mayapada Apollo Batam International Hospital building
and purchase of medical equipment.
AIB plans to build a new hospital, Mayapada Apollo Batam International Hospital, with an
estimated building area of approximately ±39,000m2 which is expected to consist of
approximately 15 floors and can accommodate approximately ±250 beds.
The estimated proforma capital structure of AIB before and after capital injection by the Company
using the proceeds from the implementation of the Proposed Transaction is as follows:
After Capital Injection by the Company as a
Capital Structure as at the date of this
Result of the Implementation of the Proposed
Information Disclosure
Transaction
Shareholder
Nominal value Rp100,000 per share Nominal value Rp100,000 per share
Structure
Number of Nominal Value Number of Nominal Value
(%) (%)
Shares (IDR) Shares (IDR)
Authorised 40,000 4,000,000,000
- 20,000,000 2.000.000.000.000 -
Capital
Issued and Paid-up Capital
Company 9,900 990,000,000 99.00 7,259,900 725,990,000,000 99.999
Jonathan Tahir 100 10.000.000 1.00 100 10,000,000 0.001
Total 10,000 1,000,000,000 100.00 7,260,000 726,000,000,000 100.00
Unissued Shares 30,000 3,000,000,000 - 12,740,000 1,274,000,000,000 -
Availability of location:
The Mayapada Apollo Batam International Hospital project is planned to be built on ±30,000m²
of land located in the Health Special Economic Zone ("SEZ") in Sekupang, in accordance with
Government Regulation of the Republic of Indonesia No. 39 of 2024 on Batam International
Health and Tourism Special Economic Zone. The land is part of the land owned by the Batam
Free Trade and Free Port Authority.
Required material licences:
The material permits required for the construction of Mayapada Apollo Batam International
Hospital are Approval of Conformity of Space Utilisation Activities from the Batam International
Health Tourism SEZ authority, Hospital Operating Permit, Building Permit/Building Approval,
Environmental Approval and Building Worthiness Certificate. The application process for such
material licences will be conducted after the issuance date of the Bond, estimated to be no later
than the 4th quarter of 2025.
The estimated time for processing all of the above licences is around 24 months from the start of
the licensing process.
There are no other material permits required for the Mayapada Apollo Batam International
Hospital development project.
Signed agreement:
As at the date of this Information Disclosure, the Company has entered into a Cooperation
Agreement dated 22 July 2023 with Apollo Hospital Enterprise Limited of India as the owner and
manager of Apollo Hospital India (‘Apollo’) and PT Karunia Praja Pesona as the Development
Business Entity and Management Business Entity of Batam International Health and Tourism
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Special Economic Zone, which was last amended by the Second Amendment dated 24 June
2024 (‘Cooperation Agreement’). Pursuant to the Cooperation Agreement, Apollo has
committed to provide its capabilities in the development of the hospital's business activities
including the provision of consultancy services for design, drawing review, planning and project
management as well as the implementation of transfer of knowledge. In addition, Apollo will also
provide its capabilities to conduct the management process of Mayapada Apollo Batam
International Hospital including the implementation and optimisation of international standard
operating procedures (SOPs), supervision of SOPs, implementation of clinical service standards,
revenue management, management of hospital management systems, annual operational
planning assistance, technology upgrades and training programs for human resources.
As at the date of this Information Disclosure, AIB has not yet had an agreement with a third party
in connection with the plan to purchase additional medical equipment.
Utilisation and benefits of the project to the Company:
To date, the Company does not have a hospital in Batam and therefore there is no current
utilisation of the building and supporting facilities and medical equipment in Batam.
The Mayapada Apollo Batam International Hospital project is expected to bring benefits, including
the following:
• Improving the quality of healthcare in Indonesia through the provision of international
standard healthcare services, in partnership with the world's leading healthcare provider
network, Apollo Hospital Group.
• Attract potential Indonesian medical tourists, namely the people in the Sumatra Island
region as well as Indonesians who seek treatment abroad, thereby increasing the
Company's revenue.
• Attract potential foreign medical tourists such as Malaysia and Singapore, thus increasing
the Company's revenue.
• Restrain foreign exchange outflows caused by public health spending.
3. Mayapada Hospital Surabaya 2: Approximately Rp 250,000,000,000 will be used for capital
injection PT Sejahtera Karunia Semesta ("SKS") , a subsidiary of the Company, which will then
be used by SKS to purchase land for the Mayapada Hospital Surabaya 2 project.
The estimated proforma capital structure of SKS before and after capital injection by the Company
using the proceeds from the implementation of the Proposed Transaction is as follows:
After Capital Injection by the Company as a Result
Capital Structure as at the date of this
of the Implementation of the Proposed
Information Disclosure
Transaction
Shareholder
Nominal value Rp100,000 per share Nominal value Rp100,000 per share
Structure
Number of Nominal Value Number of Nominal Value
(%) (%)
Shares (IDR) Shares (IDR)
Authorised 40,000 4,000,000,000
- 8,000,000 800,000,000,000 -
Capital
Issued and Paid-up Capital
Company 9,900 990,000,000 99.00 2,509,900 250,990,000,000 99.996
Jonathan Tahir 100 10,000,000 1.00 100 10,000,000 0.004
Total 10,000 1,000,000,000 100.00 2,510,000 251,000,000,000 100.00
Unissued
30,000 3,000,000,000 - 7,490,000 549,000,000,000 -
Shares
Availability of location:
As of the date of this Information Disclosure, the Company is in the assesment stage toward
several land location options in Surabaya.
In assessing land location options, the Company will conduct a series of due diligence processes
including ensuring that the land to be purchased for Mayapada Hospital Surabaya 2 is free from
any liens, disputes or leases to other parties and is in accordance with the land designation based
on local regulations in Surabaya.
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Required material licences:
There are no material licences required by SKS to purchase land for the Mayapada Hospital
Surabaya 2 project.
Signed agreement:
As of the date of Information Disclosure, the Company has not signed any agreement with third
parties in relation to the purchase of land for the construction of Mayapada Hospital Surabaya 2
project.
Utilisation and benefits of the project to the Company:
Until now, Mayapada Hospital Surabaya (located at Jl. Mayjen Sungkono No.16-20, Pakis,
Sawahan Sub-district, Surabaya City, East Java) operating a total of 15 floors available consisting
of polyclinics, inpatient rooms, action rooms and other supporting infrastructure for hospital
operations.
The Company also sees the need for health services for the Surabaya area. Taking this into
consideration, the Company plans to purchase land for the construction of Mayapada Hospital
Surabaya 2 which is expected to bring benefits, among others as follows:
• Expanding the type and scope of health services in the Surabaya area in general and to
the East Surabaya area in particular.
• Increase the Company's revenue potential.
4. Mayapada Hospital Surabaya: Approximately Rp125,000,000,000 was used for additional
capital to PT Sejahtera Abadi Solusi ("SAS"), a subsidiary of the Company, which will then be
used by SAS for land expansion, construction of a parking building and equipping medical
equipment.
The estimated capital structure of SAS before and after the Company's capital injection is as
follows:
After Capital Injection by the Company as a
Capital Structure as at the date of this
Result of the Implementation of the
Information Disclosure
Proposed Transaction
Shareholder
Nominal value Rp100 per share Nominal value Rp100 per share
Structure
Number of Nominal Value Number of Nominal Value
(%) (%)
Shares (IDR) Shares (IDR)
Authorised Capital 17.000.000 1.700.000.000.000 - 17,000,000 1.700,000,000,000 -
Issued and Paid-up Capital
Company 4.374.900 437.490.000.000 99.99 5.624.900 562.490.000.000 99.998
Jonathan Tahir 100 10.000.000 0.01 100 10,000,000 0.003
Total 4.375.000 437.500.000.000 100.00 5.625.000 562.500.000.000 100.00
Shares in Portepel 12.625.000 1.262.500.000.000 - 11.375.000 1.137.500.000.000 -
Availability of location:
Mayapada Hospital Surabaya is located at Jl. Mayjen Sungkono No.16-20, Pakis, Sawahan Sub-
district, Surabaya City, East Java. The Company plans to purchase a land area of approximately
610m2 located adjacent to the Mayapada Hospital Surabaya building which will be used to place
medical equipment. In relation to the land purchase, the Company has negotiated with the land
owners and has signed sale and purchase commitments. The signing of land title transfer
documents will be carried out after the title conversion process of the land to Right to Build (Hak
Guna Bangunan) is completed by the landowner.
As at the date of this Information Disclosure, the location of the land to be purchased for the
expansion of Mayapada Hospital Surabaya is free from collateral, disputes or leases to other
parties and is in accordance with the land designation based on local regulations in Surabaya.
Required material licences:
The material permits required for the purchase of land, construction of parking building and
addition of medical equipment are Approval of Conformity of Space Utilisation Activities, Hospital
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Operating Permit, Building Permit/Building Approval, Environmental Approval and Certificate of
Fitness for Function. The application process for the material licences will be conducted after the
issuance date of the Bond, estimated to be no later than the 4th quarter of 2025.
The estimated time to obtain all of the above licences is approximately 24 months from the start
of the licensing process. There are no other material permits required for the purchase of land,
construction of parking building and addition of medical equipment at Mayapada Hospital
Surabaya.
Signed agreement:
The Company has signed sale and purchase commitments with landowners in the form of receipt
documents in relation to the land purchase plan.
As of the date of this Information Disclosure, SAS has not entered into any agreement with any
third party in relation to the additional medical equipment for Mayapada Hospital Surabaya
project. Furthermore, in connection with the construction of the parking building, SAS is also still
in the process of finalising technical negotiations and drafting work contracts with the contractor.
Utilisation and benefits of the project to the Company:
Until now, Mayapada Hospital Surabaya (located at Jl. Mayjen Sungkono No.16-20, Pakis,
Sawahan Sub-district, Surabaya City, East Java) has operated a total of 15 floors available
consisting of polyclinics, inpatient rooms, action rooms and other supporting infrastructure for
hospital operations.
The Company also sees the need for supporting facilities and infrastructure to improve services
for patients which are expected to bring benefits, including the following:
• Improve customer satisfaction with facilities and infrastructure that support hospital
operations, especially regarding the availability of easily accessible parking areas.
• Increased types of medical services to the local community.
• Increase the Company's revenue potential.
5. Working Capital: The remaining balance of approximately Rp67,250,000,000 will be used for
working capital of the Company and its subsidiaries.
If the proposed use of proceeds from the Proposed Transaction for the development of the projects
mentioned above is a material transaction as stipulated in Regulation 17/2020, is an affiliated transaction
under Regulation 42/2020 and/or is a conflict of interest transaction under Regulation 42/2020, then the
Company must comply with the provisions stipulated in Regulation 17/2020 and Regulation 42/2020 at
the time of realising the plan to use the proceeds.
The Company hereby informs that the realization of the proposed use of proceeds (including the
allocation of proceeds from the implementation of the Proposed Transaction) mentioned above remains
subject to changes depending on the priority of the Company's funding needs after the implementation of
the Proposed Transaction and agreement with the Investors.
D. Parties Involved in the Proposed Transaction
1. Company as Issuer
Brief History
The Company was established under the name of PT Sejahtera Raya Anugrah as stipulated in
the Deed of Limited Liability Company Sejahtera Raya Anugrah No. 210 dated 20 May 1991 and
then changed its name to PT Sejahteraraya Anugrahjaya based on the Deed of Amendment of
PT Sejahteraraya Anugrahjaya No. 200, dated 11 December 1992, both of which were made
before Misahardi Wilamarta, S.H., Notary in Jakarta, and ratified by Decree of the Minister of
Justice of the Republic of Indonesia No. C2-3786.HT.01.01.Th.93 dated 26 May 1993, which has
been registered in the register at the Central Jakarta District Court Office on 25 October 1994
under No. 2072/1994, and published in the State Gazette of the Republic of Indonesia No. 104
dated 31 December 1994, Supplement No. 10967.
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The Company has adjusted its purposes and objectives as well as business activities of the
Company with the Regulation of the Central Bureau of Statistics No. 2 of 2020 on the Indonesian
Standard Industrial Classification based on the Deed of Minutes of Extraordinary General Meeting
of Shareholders No. 98 dated 17 December 2021 made before Buntario Tigris Darmawa Ng,
S.H., Notary in Central Jakarta ("Deed 98/2021"). Deed 98/2021 has been (i) received notification
from MOL based on Receipt of Notification of Amendment to the Company's Articles of
Association No. AHU-0001071.AH.01.02.Tahun 2022 dated 6 January 2022, (ii) received
notification from MOL based on Receipt of Amendment to Company's Data No. AH.01.03-
0009900 dated 6 January 2022, (iii) registered in the Register of Companies at Ministry of Law
under No. AHU-0002982.AH.01.11.Tahun 2022 dated 6 January 2022, and (iv) announced in the
State Gazette of the Republic of Indonesia No. 5 dated 18 January 2022 Supplement No. 2160.
The latest amendment to the Company's Articles of Association is as stipulated in the Deed of
Resolution of the Company's Meeting No. 43 dated 12 July 2024, made before Buntario Tigris
Darmawa Ng, S.H., Notary in Central Jakarta ("Deed 43/2024"). Deed 43/2024 has been (i)
notified by MOL pursuant to Receipt of Notification of Amendment to the Company's Articles of
Association No. AHU-AH.01.03.0172365 dated 16 July 2024, (ii) notified by MOL pursuant to
Receipt of Amendment to the Company's Data No. AHU-AH.01.09-0226773 dated 16 July 2024,
(iii) registered in the Register of Companies at Ministry of Law under No. AHU-
0143280.AH.01.11.TAHUN 2024 dated 16 July 2024, and (iv) announced in the State Gazette of
the Republic of Indonesia No. 62 dated 2 August 2024, Supplement No. 23415. Based on Deed
43/2021, the shareholders of the Company have approved, among others (i) changes in the
composition of the Company's management and (ii) amendments to the provisions of Article 34
of the Company's Articles of Association regarding meetings of the Board of Commissioners.
On 31 March 2011, the Company obtained an effective statement from the Chairman of the
Capital Market and Financial Institutions Supervisory Agency (BAPEPAM-LK) to conduct a public
offering of 750 million shares with an initial offering price of Rp.120,- per share. Based on letter
No.S-02238/BEI.PPJ/04-2011 dated 6 April 2011, the Indonesia Stock Exchange has approved
the Listing of the Company's Securities on the Indonesia Stock Exchange. On 27 December
2012, the Company conducted Limited Public Offering (PUT) I by offering 2,495,233,593 shares,
in which its use of proceeds were used for the construction of Mayapada Hospital South Jakarta
and renovation of Children's Clinic and Obstetrics and Gynecology Clinic of Mayapada Hospital
Tangerang. On 9 November 2016 the Company conducted PUT II by offering 2,887,300,338
shares, in which its use of proceeds were used for the construction of a new hospital. On 7
October 2022 the Company issued bonds worth Rp 950 billion divided into 2 series, series A with
a tenure of 3 years and series B with a tenure of 5 years. The bonds received idA (Single A) rating
with stable outlook from PT Pemeringkat Efek Indonesia (Pefindo).
As of the date of this Information Disclosure, the Company is not involved in any material dispute
either in court or other material disputes outside the court that may adversely affect the
Company's business continuity.
Capital Structure and Shareholding
As of the date of this Information Disclosure, the Company's capital structure and share
ownership composition are based on Deed 54/2020, Deed 41/2021 and the Company's
Shareholders Register dated 31 January 2025 issued by PT Ficomindo Buana Registrar as the
Company's Securities Administration Bureau, as follows:
Nominal value Rp100 per share
Description
Number of Shares Nominal Value (IDR) (%)
Authorised Capital 48,000,000,000 4,800,000,000,000 -
SCIC 7,199,214,743 719,921,474,300 59,99
High Pro Investments Limited 2,179,993,002 217,999,300,200 18.17
Wing Harvest Limited 1.275.665.754 127,566,575,400 10.63
Dato'Sri Prof Dr Tahir MBA 2,500,000 250,000,000 0.02
Jane Dewi Tahir 50,000,000 5,000,000,000 0.42
Jonathan Tahir 75.078.800 7.507.880.000 0.63
Public ownership below 5% 1.218.253.146 121.825.314.600 10.15
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Nominal value Rp100 per share
Description
Number of Shares Nominal Value (IDR) (%)
Total 12,000,705,445 1,200,070,544,500 100.00
Unissued Shares 35,999,294,555 3,599,929,455,500 -
Company ownership diagram
The Controller of the Company as of the date of this Information Disclosure is Jonathan Tahir.
As at the date of this Information Disclosure, the beneficial owner of the Company that has been
reported to Ministry of Law through the General Legal Administration System as required by
Presidential Regulation No. 13 of 2018 regarding the Implementation of the Principle of Identifying
Beneficial Owners of Corporations in the Context of Preventing and Eradicating the Criminal Acts
of Money Laundering and Criminal Acts of Financing Terrorism is Jonathan Tahir. The information
regarding the beneficial owner of the Company was last reported back to Ministry of Law through
the General Legal Administration System on 2 January 2025.
Composition of Management and Supervisors
As at the date of this Information Disclosure, the composition of the Company's Board of
Directors and Board of Commissioners is as stated in Deed 43/2024, as follows:
Board of Commissioners
President Commissioner : Jonathan Tahir
Commissioner : H.R. Agung Laksono (H. Raden Agung Laksono)
Commissioner : Major General (Ret.) dr. Daniel Tjen Sp.S
Independent Commissioner : Prof. DR. drg. Melanie Hendriaty Sadono Djamil, M.
Biomed, FISID, Ph.d.
Independent Commissioner : dr A. Indrajana Soediono
Directors
President Director : Grace Dewi Riady
Director : Jane Dewi Tahir
Director : Jon Lie Sarpin
Business Activities
The main business activity of the Company at the time of this Information Disclosure is the activity
of private hospitals where the Company, among others, can carry out health care activities and
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physical treatment, both for outpatient care and inpatient care (hospitalisation), which is carried
out by private general hospitals, private maternity homes, private special hospitals.
Highlights of the Company's Key Financial Data
The summary of the Company's financial data as of 30 September 2024 based on the Company's
September 2024 Financial Report is as follows:
(in millions Rupiah)
Description 30 September 2024
Financial Position
Total current assets 845,807
Total assets 5,649,858
Total liabilities 3,787,651
Total current liabilities 2,113,066
Total equity 1,862,207
Total liabilities and equity 5,649,858
Income Statement
Revenue 2,331,425
Gross Profit 673,912
Operating Profit 142,470
Profit (Loss) Before Income Tax 24,261
Profit (Loss) for the Period 8,370
Comprehensive Income (Loss) for the Period 4,750
Cash Flow Statement
Cash Flow from Operating Activities 160,244
Cash Flows from Investing Activities (401,052)
Cash Flows from Financing Activities 20,841
Key Financial Ratios
Total liabilities / Total equity (X) 2.0
Total liabilities / Total assets (X) 0.7
Total current assets / Total current liabilities (X) 0.4
Profit (loss) per share (Rp/share) 0.69
ROA (%) 0.2
ROE (%) 0.6
2. Investors as Bond Holders
a. Investor 1
Brief History
BCSS Maverick Holdings I, L.P. is an Exempted Limited Partnership incorporated under
and subject to the laws of the Cayman Islands with Registration Number 129795 and
domiciled at Maples Corporate Services Limited PO Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands.
Capital Structure and Shareholding
As at the date of this Information Disclosure, 100% of the capital of Investor 1 is owned by
BCSS Maverick (A) I, L.P., a limited partnership established under the laws of the state of
Delaware as the limited partner of Investor 1.
Composition of Management and Supervisors
The general partner of Investor 1 is Bain Capital Credit Member II, Ltd, an Exempted
Company incorporated under and subject to the laws of the Cayman Islands.
Business Activities
Investor 1 is an investment holding company.
b. Investor 2
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Brief History
BCSS Maverick Holdings II, L.P., an Exempted Limited Partnership incorporated under
and subject to the laws of the Cayman Islands with Registration Number 129797 and
domiciled at Maples Corporate Services Limited PO Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands.
Capital Structure and Shareholding
As at the date of this Information Disclosure 100% of the capital of Investor 2 is owned by
BCSS Maverick (A) I, L.P., a limited partnership incorporated under the laws of the state
of Delaware as the limited partner of Investor 2.
Composition of Management and Supervisors
The general partner of Investor 2 is Bain Capital Credit Member II, Ltd, an Exempted
Company incorporated under and subject to the laws of the Cayman Islands.
Business Activities
Investor 2 is an investment holding company.
EFFECT OF THE PROPOSED TRANSACTION TO THE COMPANY'S FINANCIAL CONDITIONS
With the Bond issuance, the Company may optimizee the use of cash flow for its business development. The
Proposed Transaction will improve the Company's capital structure to fund business expansion needs. With
business expansion, the Company will be able to provide more comprehensive services to patients and increase
the Company's value to various stakeholders such as medical personnel, employees, surrounding communities
and investors. This will have a positive impact on increasing the Company's revenue and profit in the future.
The financial condition of the Company before and after the implementation of the Proposed Transaction based
on the Company's Financial Report of September 2024 is as follows:
30 September 2024
Prior to Implementation of After Implementation of the
Description
Proposed Transaction Proposed Transaction
Financial Position
Total current assets 845,807 2,738,057
Total assets 5,649,858 7,542,108
Total liabilities 3,787,651 5,679,901
Total equity 1,862,207 1,862,207
Total liabilities and equity 5,649,858 7,542,108
Income Statement
Revenue 2,331,425 2,331,425
Gross Profit 673,912 673,912
Operating Profit 142,470 142,470
Profit (Loss) Before Income Tax 24,261 24,261
Profit (Loss) for the Period 8,370 8,370
Comprehensive Income (Loss) for the Period 4,750 4,750
Key Financial Ratios
Total liabilities / Total equity (X) 2.0 3.1
Total liabilities / Total assets (X) 0.7 0.8
Total current assets / Total current liabilities (X) 0.4 1.3
Information on financial condition after the implementation of the Proposed Transaction as mentioned above is
presented by using the following assumptions:
a. The Company's total cash and cash equivalents increased by Rp1,892,250,000,000 (assuming Bank
Indonesia Exchange Rate) as a result of the implementation of the Proposed Transaction;
b. The Company's total long-term liabilities increased by Rp1,892,250,000,000 (assuming Bank Indonesia
Exchange Rate) as a result of the implementation of the Proposed Transaction.
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c. There is no change in the Company's income statement as of 30 September 2024 resulting from the
Proposed Transaction.
FAIRNESS OPINION REPORT
In connection with the Proposed Transaction, KJPP Ihot Dollar & Raymond act as an independent appraiser based
on Assignment Letter No. 047R/IX/FO/24/KJPPID&R dated 18 September 2024 who has conducted an
assessment of the fairness of the Proposed Transaction with a summary of the fairness opinion report of KJPP
as set out in Report No. 00208/2.0110-00/BS/05/0113/1/XII/2024 dated 23 December 2024 ("Fairness Opinion"),
with the following summary:
1. Identity of the Parties
a. Company; and
b. Investor 1 and Investor 2.
2. Object of Assessment
Provide a fairness opinion for the Company on the Proposed Transaction in the form of a plan to issue
Bond (without interest).
3. Assessment Objectives
The purpose of the valuation is to prepare a fairness opinion on the Proposed Transaction. The
purpose of the valuation is to fulfil the requirements for transactions in the capital market in accordance
with Regulation 17/2020.
4. Assumptions and Limiting Conditions
a. The Fairness Opinion is prepared based on market and economic conditions, general business
and financial conditions, as well as government regulations on the date the Fairness Opinion
is issued.
b. In the preparation of the Fairness Opinion, KJPP also uses several other assumptions, such
as the fulfilment of all conditions and obligations of the Company and all parties involved in
the Proposed Transaction, the implementation of the Proposed Transaction in accordance
with the stipulated time period, and the accuracy of information regarding the Proposed
Transaction disclosed by the Company's management.
c. KJPP also assume that from the date of issuance of this Fairness Opinion until the occurrence
of the Proposed Transaction there is no change that materially affects the assumptions used
in the preparation of the Fairness Opinion.
5. Assessment Approach and Methods
a. Transaction Analysis
b. Qualitative Analysis
c. Quantitative Analysis
d. Transaction Value Fairness Analysis
6. Transaction Fairness Analysis
The following is a summary of the Fairness of Transaction analysis:
a. Discount Rate Reasonableness Analysis
The fairness analysis is performed by comparing discount rate used to discount the principal
and premium of the Bond to produce the total present value of the Bond with coupon rate of
comparable Bond.
b. Feasibility Analysis of Notes Repayment
This Cash Flow Available for Debt Service (CFADS) analysis is carried out based on the
Company's financial projections on Proposed Transaction for the period of 2024-2033 to see
the view available cash to fulfil principal and premium payment obligations from the proceeds
of the Bond issuance.
c. Analysis of the Overall Proforma Position of the Proposed Transaction
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d. Analysis of the fairness of the entire Proposed Transaction is conducted by comparing the
proforma position of the Company's financial statements prior to the implementation of the
Proposed Transaction and after the implementation of the Proposed Transaction. Based on
analysis of overall proforma position of the Proposed Transaction, the Proposed Transaction
causing the increase of Company’s financial position. Incremental and Profitability Analysis
Incremental and profitability analysis of the entire Proposed Transaction is carried out to see
the ability to generate better revenue and profit of the Company by comparing the Company's
financial projections (potential economic benefits) prior to the implementation of the Proposed
Transaction and after the implementation of the Proposed Transaction. Based on the
profitability and incremental analysis of the Proposed Transaction in its entirety above, it can
be seen that the Proposed Transaction to be carried out by the Company has good prospect
and profitability level.
7. Assessment Date
The cut off date for the valuation is as of 30 September 2024, which is based on consideration of the
importance and purpose of the valuation.
8. Fairness Opinion on Transaction
Based on the consideration of qualitative and quantitative analysis of the Proposed Transaction,
analysis of the fairness of the transaction and relevant factors in providing Fairness Opinion on the
Proposed Transaction, we are of the opinion that the Proposed Transaction carried out by the
Company is fair.
INDEPENDENT PARTY IN THE PROPOSED TRANSACTION
Independent parties who are involved in the Proposed Transaction and have been appointed by the Company
are:
1. Amir Abadi Jusuf, Aryanto, Mawar & Rekan Public Accounting Firm
Partner Name : Benny Andria
STTD Number: STTD.AP-232/PM.22/2018
Main duties: Independent auditor, who reviewed the Company's Financial Statements for
September 2024.
2. Ihot Dollar & Raymond Public Appraisal Office
Partner Name: Raymond Yoronaouw
STTD Number: STTD.PB-13/PJ-1/PM.02/2023
Main duties: Public Appraisal Services Office that provides a fairness opinion on the Proposed
Transaction.
3. Hiswara Bunjamin & Tandjung Law Firm
Partner Name : Viska Kharisma Fajarwati, S.H.
STTD Number: STTD.KH-289/PJ-1/PM.021/2023
Main duties : Legal consultant in the preparation of Information Disclosure
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To obtain approval from shareholders for the Proposed Transaction as required in Regulation 17/2020, the
Company conveys a GMS with the following details:
Day/Date : Monday, 10 February 2025
Time : 14.00 WIB - finish
Place : Ang Boen Ing Auditorium
Mayapada Hospital South Jakarta
Jl. Lebak Bulus 1 Kav. 29
Lebak Bulus, Cilandak, South Jakarta
Attendance Quorum and GMS : The attendance quorum and resolution of the GMS to approve the
Resolutions Proposed Transaction in accordance with the provisions of Article 41
of Regulation 15/2020 and Article 26 of the Company's Articles of
Association are as follows:
21
Page 22
a. First GMS:
Attendance Quorum: A GMS may be held if more than 1/2 (one-
half) of the total number of shares with voting rights are present
or represented in the GMS.
Quorum for Resolutions: Resolutions of the GMS shall be valid
if approved by more than 1/2 (one-half) of the total shares with
voting rights present at the GMS.
b. Second GMS:
Attendance Quorum: In the event that the attendance quorum
of the first GMS is not reached, the second GMS may be held
provided that the second GMS is valid and entitled to make
decisions if at least 1/3 (one-third) of the total number of shares
with voting rights are present or represented in the second
GMS.
Quorum for Resolutions: Resolutions of the Second GMS shall
be valid if approved by more than 1/2 (one-half) of all shares
with voting rights present at the Second GMS.
c. Third GMS:
In the event that the attendance quorum of the Second GMS is
not achieved, the Third GMS may be held provided that the
Third GMS is valid and entitled to adopt resolutions if attended
by shareholders of shares with valid voting rights in the
attendance quorum and decision quorum determined by OJK at
the request of the Company.
Shareholders who are entitled to attend or be represented at the GMS are shareholders of the Company, either
whose shares are in the collective custody of PT Kustodian Sentral Efek Indonesia (scripless) or outside the
collective custody of KSEI (scrip), whose names are recorded in the Register of Shareholders of the Company
on 16 January 2025 until 16:00 WIB (recording date).
The announcement of the GMS is announced on the Company's website, IDX website and eASY.KSEI website
on 11 December 2024. Furthermore, the initial invitation of the GMS and the re-invitation of the GMS have been
announced on the Company's website, IDX website and eASY.KSEI website on 27 December 2024 and 17
January 2025 respectively.
ADDITIONAL INFORMATION
Shareholders who wish to obtain other information in connection with the Proposed Transaction, may contact
the Company on business days, by showing proof of share ownership and identification through the following
address:
PT Sejahteraraya Anugrahjaya Tbk
Honoris Raya Kav. 6
Modern City (Modernland)
Tangerang City 15117 - Indonesia
Phone: (021) 557 81888, Email: corporate.secretary@mayapadahospital.com
Attention: Company Secretary
22
Names mentioned 52 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Mawar & Rekan
p.2 ×2
unresolved
org
Exempted Limited
p.2 ×4
unresolved
org
Maples Corporate Services Limited
p.2 ×4
unresolved
org
Ministry of Law
p.2 ×7
unresolved
org
Bank Indonesia
p.2 ×16
unresolved
org
Bank Indonesia Exchange Rate
p.2 ×8
unresolved
org
Minister of Law
p.2
unresolved
org
Minister of Justice
p.2 ×2
unresolved
org
Minister of Justice and Human Rights
p.2
unresolved
org
Minister of Law and Legislation
p.2
unresolved
org
Financial Services Authority
p.2
unresolved
org
PT Surya Cipta Inti Cemerlang
p.3
unresolved
org
PT Pemeringkat Efek Indonesia. PROPOSED TRANSACTION A.
p.4
unresolved
org
Indonesia Stock Exchange
p.5 ×4
unresolved
person
Jimmy Tanal
· Notaris
p.9
unresolved
org
Minister of Finance
p.9 ×3
unresolved
org
Ministry of Finance
p.9
unresolved
org
Bank Indonesia Regulation
p.9 ×2
unresolved
org
Bank Corporations
p.9
unresolved
org
PT Nirmala Kencana Mas
p.10
unresolved
org
PT Anugrah Inti Bahagia
p.12
unresolved
org
Apollo Hospital Enterprise Limited
p.12
unresolved
org
PT Karunia Praja Pesona
p.12
unresolved
org
PT Sejahtera Karunia Semesta
p.13
unresolved
org
PT Sejahtera Abadi Solusi
p.14
unresolved
org
PT Sejahtera Raya Anugrah
p.15
unresolved
person
Misahardi Wilamarta
· Notaris
p.15
unresolved
org
Central Jakarta District Court
p.15
unresolved
person
Buntario Tigris Darmawa Ng
· Notaris
p.16 ×3
unresolved
org
BAPEPAM-LK
p.16 ×2
unresolved
org
PT Pemeringkat Efek Indonesia
p.16
unresolved
org
PT Ficomindo Buana Registrar
p.16
unresolved
person
H. Raden Agung Laksono
p.17
unresolved
person
dr. Daniel Tjen Sp.
p.17
unresolved
person
Prof. DR. drg. Melanie Hendriaty Sadono Djamil
· Commissioner
p.17
unresolved
org
KJPP Ihot Dollar
p.20
unresolved
person
Viska Kharisma Fajarwati
p.21
unresolved
person
H. STTD
p.21
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.22
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
6049 ms
12 Sep 2026 22:54
Raw output
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