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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT BANGUN KOSAMBI SUKSES TBK (“COMPANY”)
(“DISCLOSURE OF INFORMATION”)
THIS DISCLSOURE OF INFORMATION IS PROVIDED BY THE COMPANY RELATED TO THE SHARES
ACQUISITION WITH MATERIAL VALUE AS REFERRED TO IN THE FINANCIAL SERVICES AUTHORITY (“OJK”)
REGULATION NUMBER 17/POJK.04/2020 OF 2020 REGARDING MATERIAL TRANSACTIONS AND CHANGES IN
BUSINESS ACTIVITIES (“POJK 17/2020”) AND IS AN AFFILIATED TRANSACTION AS REFERRED TO IN OJK
REGULATION NUMBER 42/POJK.04/2020 OF 2020 REGARDING AFFILIATED TRANSACTIONS AND CONFLICT
OF INTEREST TRANSACTIONS (“POJK 42/2020”).
PT BANGUN KOSAMBI SUKSES TBK
Main Business Activities:
Engaged in Real Estate and Holding Company Activities
Domiciled in Tangerang Regency, Indonesia
Head Office: Correspondence Office:
Jalan Inspeksi PIK 2, Terusan Jalan Perancis No. 5 Office Tower Agung Sedayu Group Lt 10
Kelurahan Dadap, Kecamatan Kosambi, Kabupaten Jl. Marina Raya, Kamal Muara, Penjaringan,
Tangerang 15211, Indonesia Jakarta Utara, 14470
Telepon: (+62) 21 - 50282888 Tel. (+62) 21 - 39734100
Fax: (+62) 21 - 50282888 Fax. (+62) 21 - 39734111
Email: corporate.secretary@cbdpik2.com
Website: www.cbdpik2.com
This Disclosure of Information has been made in connection with the Company's plan to acquire PT Industri Pameran Nusantara (“PT
IPN”), which is an affiliated party both in terms of ownership and management with the Company, by making an equity investment in the
form of 135,035,675 (one hundred thirty-five million thirty-five thousand six hundred seventy-five) new Series B shares to be issued by
PT IPN, or equivalent to 99.9926% (ninety-nine point nine nine two six) of the total paid-up and fully subscribed capital in PT IPN after
the capital increase of PT IPN.
This Disclosure of Information is submitted in order to comply with the provisions of POJK 17/2020 and POJK 42/2020.
This Disclosure of Information was published in Jakarta on 20 January 2025
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DEFINITIONS
Affiliation : Having the definition as referred to in Article 1 Number 1 of POJK 42/2020, namely:
a. family relations through marriage and descent up to the second degree, both horizontally
and vertically;
b. relationships between a party and the employees, directors, or commissioners of that
party;
c. relationships between two companies in which there is one or more members of the board
of directors or the board of commissioners in common;
d. relationships between a company and a party, either directly or indirectly, controlling or
being controlled by that company;
e. relationships between two companies that are controlled, either directly or indirectly, by
the same party; or
f. relationships between a company and its major shareholder.
BEI : PT Bursa Efek Indonesia (Indonesia Stock Exchange).
CBD PIK2 : Central Business District Pantai Indah Kapuk Dua.
MICE : Meetings, Incentives, Conventions, and Exhibitions.
Transaction Object : Has the meaning as contained in Part IV number 2 (Transaction Object) of this Information
Disclosure.
OJK : Otoritas Jasa Keuangan (Financial Services Authority)
Conditional Shares Conditional Shares Subscription Agreement of PT IPN, dated 18 September 2024, as last
Subscription amended and restated based on the Second Amendment and Restatement of the Conditional
Agreement Share Subscription Agreement of 18 September 2024, dated 16 January 2025 between the
Company and IPN.
Company : PT Bangun Kosambi Sukses Tbk.
PT AS : PT Agung Sedayu.
PT KML : PT Kukuh Mandiri Lestari.
PT PANI : PT Pantai Indah Kapuk Dua Tbk.
PT TMJ : PT Tunas Mekar Jaya.
Rp : Rupiah, currency that is legally valid in the Republic of Indonesia.
POJK 17/2020 : OJK Regulation Number 17/POJK.04/2020 concerning Material Transactions and Changes in
Business Activities.
POJK 42/2020 : OJK Regulation Number 42/POJK.04/2020 concerning Affiliate Transactions and Conflict of
Interest Transactions.
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I. INTRODUCTION
This Disclosure of Information is made in connection with the Company’s plan to carry out the acquisition of shares in PT IPN
in the form of equity, amounting to 135,035,675 (one hundred thirty-five million thirty-five thousand six hundred seventy-five)
new Series B shares to be issued by PT IPN, or equivalent to 99.9926% (ninety-nine point nine nine two six percent) of the
total paid-up and fully subscribed capital in PT IPN after the capital increase of PT IPN (hereinafter referred to as the
“Transaction”).
The Transaction is an affiliated transaction in terms of share ownership and has material value wholly as referred to in POJK
42/2020 and POJK 17/2020.
Therefore, the Company is required to announce this Disclosure of Information on the Company’s website and the IDX website
to provide information to the Company’s shareholders regarding the Transaction in accordance with the applicable regulations.
II. BRIEF DESCRIPTION REGARDING THE COMPANY
A. BRIEF HISTORY OF THE COMPANY
The Company was established under the laws of the Republic of Indonesia based on the Deed of Establishment of the
Limited Liability Company PT Bangun Kosambi Sukses No. 01 dated April 3, 2000, which was made before Djedjem
Widjaja, S.H., M.H., Notary in Jakarta, and has obtained approval from the Minister of Law and Human Rights of the
Republic of Indonesia as evidenced by the Decree of the Minister of Law and Human Rights of Indonesia No. C-16935
HT.01.01.TH.2000, dated August 8, 2000.
The Company's Articles of Association have undergone several amendments, with the latest amendment as stated in the
Deed of Resolution of the Shareholders of the Company No. 2 dated November 8, 2024, which was made before Gatot
Widodo, S.E., S.H., M.Kn., Notary in Central Jakarta, and has been notified to the Minister of Law and Human Rights
(“MOLHR”) based on the Acknowledgment of Receipt of Notification of Amendment to the Company's Articles of
Association No. AHU-AH.01.03-0209166, dated November 8, 2024, and has been registered in the Company Register
No. AHU-0241865.AH.01.11.TAHUN 2024, dated November 8, 2024.
B. CAPITAL STRUCTURE AND SHAREHOLDERS COMPOSITION OF THE COMPANY
The Company's capital structure and shareholder composition as of the date of this Disclosure of Information are as
follows:
Nominal Value Rp20,- per share
Remarks Percentage
Number of Shares Nominal Amount (Rp)
(%)
Authorized Capital 20,408,200,000 408,164,000,000
Issued and Paid-up Capital:
PT PANI 2,602,050,000 52,041,000,000 45.90
PT AS 1,250,000,000 25,000,000,000 22.05
PT TMJ 1,250,000,000 25,000,000,000 22.05
Public 566,894,500 11,337,890,000 10.00
Jumlah Modal Ditempatkan dan Disetor Penuh 5,668,944,500 113,378,890,000 100.00
Jumlah Saham dalam Portepel 14,739,255,500 294,785,110,000
C. COMPOSITION OF BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY
Pursuant to the Deed of Statement of Resolutions of the Shareholders No. 4, dated September 9, 2024, made before
Gatot Widodo, S.E., S.H., M.Kn., Notary in Central Jakarta, which has been approved by and notified to the Minister of
Law and Human Rights based on (i) the Acknowledgment of Receipt of Notification of Changes in Company Data No.
AHU-AH.01.09-0250058, dated September 10, 2024, and registered in the Company Register No. AHU-
0192001.AH.01.11.TAHUN 2024, dated September 10, 2024, (ii) the Acknowledgment of Receipt of Notification of
Amendment to the Articles of Association No. AHU-AH.01.03-0190848, dated September 10, 2024, which has been
registered in the Company Register No. AHU-0192001.AH.01.11.TAHUN 2024, dated September 10, 2024, and (iii) the
Acknowledgment of Receipt of Notification of Changes in Company Data No. AHU-AH.01.09-0250058, dated September
10, 2024, in conjunction with the Deed of Statement of Shareholders’ Meeting Resolutions No. 3, dated November 8,
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2024, made before Gatot Widodo, S.E., S.H., M.Kn., Notary in Central Jakarta, as notified to the Minister of Law and
Human Rights based on the Acknowledgment of Receipt of Notification of Changes in Company Data No. AHU-AH.01.09-
0273755, dated November 8, 2024, and registered in the Company Register No. AHU-0242152.AH.01.11.TAHUN 2024,
dated November 8, 2024, the composition of the Company’s management is as follows:
Board of Commissioners
President Commisioner : Richard Halim Kusuma
Commissioner : Phiong Phillipus Darma
Independent Commissioner : Hardjo Subroto Lilik
Board of Directors
Presiden Director : Steven Kusumo
Vice President Director : Ipeng Widjoyo
Director : Linda Kusumo
Director : Markus Kusumaputra
Director : Yohanes Edmond Budiman
Director : Arthur Salim
Vice Director : Christina Widjaja
III. BRIEF DESCRIPTION REGARDING PT IPN
A. BRIEF HISTORY OF PT IPN
PT IPN was established under the laws of the Republic of Indonesia based on the Deed of Establishment of PT IPN No.
82, dated January 16, 2023, which was made before Edison Jingga, S.H., M.H., Notary in North Jakarta Administrative
City, and has obtained approval from the Minister of Law and Human Rights as evidenced by the Decree No. AHU-
0005353.AH.01.01.TAHUN 2023, dated January 24, 2023 (“Deed of Establishment of PT IPN”).
PT IPN’s Articles of Association have undergone several amendments, with the latest amendment as stated in the Deed
of Circular Resolutions of the Shareholders of PT IPN No. 18, dated September 4, 2024, which was made before Edison
Jingga, S.H., M.H., Notary in North Jakarta Administrative City, and has been approved by the Minister of Law and Human
Rights based on the Decree No. AHU-0058278.AH.01.02.TAHUN 2024, dated September 13, 2024.
B. CAPITAL STRUCTURE AND SHAREHOLDERS COMPOSITION OF PT IPN
The following is the capital structure and shareholder composition of PT IPN on the date of this Disclosure of Information:
Number of Shares
Nominal Value
Remarks %
Series A Series B (Rupiah)
(Rp1.000.000 (Rp17.000 per
per share) share)
Authorized Capital 10,000 135,035,675 2,305,606,475,000
Issued and Paid-up Capital:
PT KML 9,966 0 9,966,000,000 0.0074
PT Inti Multi Karya 17 0 17,000,000 0.0000
PT TMJ 17 0 17,000,000 0.0000
Company 0 135,035,675 2,295,606,475,000 99.9926
10,000 135,035,675 2,305,606,475,000 100.00
Amount of Issued and Paid-up Capital
Number of Shares in Portfolio 0 0 0
C. COMPOSITION OF DIRECTORS AND BOARD OF COMMISSIONES OF PT IPN
Based on the Deed of Statement of Resolutions of the Extraordinary General Meeting of Shareholders of PT IPN No. 9,
dated July 3, 2023, made before Edison Jingga, S.H., M.H., Notary in North Jakarta Administrative City, which has been
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notified to the Minister of Law and Human Rights based on the Acknowledgment of Receipt of Notification of Changes in
Company Data PT IPN No. AHU-AH.01.09-0145587, dated July 28, 2023, the composition of PT IPN’s management is as
follows:
Board of Commissioners
President Commissioner : Kho Cing Siong
Commissioner : Belly Djaliel
Board of Directors
President Director : Nono Sampono
Director : Yohanes Edmond Budiman
D. PT IPN BUSINESS ACTIVITIES
Up to the issuance of this Disclosure of Information and based on Article 3 of the Articles of Association of PT IPN, the
purpose and objectives of PT IPN are:
• Venue Rental;
• Operational Leasing and Rental Without Option Rights;
• MICE Services; and
• Real Estate
To achieve the above purposes and objectives, PT IPN conducts the following business activities:
a) 68112 – Venue Rental for MICE Activities and Special Events
This group includes renting places and facilities for the organization of meetings, incentive trips, conventions,
exhibitions, or for organizing special events. Rentals are done for a specific period for preparation, event execution,
and dismantling. The venues include convention centers, exhibition centers, and special/multi-purpose venues.
b) 77323 – Leasing and Operational Leasing Without Option Rights for MICE Equipment
This group includes the leasing and operational leasing (without option rights) of machines, equipment, and
decorations for the needs of Meeting, Incentive, Convention, and Exhibition (MICE) activities and other supporting
items.
c) 82301 – Meeting, Incentive, Convention, and Exhibition (MICE) Organizer Services
This group includes businesses engaged in the organization, promotion, and/or management of events, such as
services for meetings of groups of people (statesmen, businessmen, intellectuals, etc.). Also included in this group
are businesses providing services that plan, organize, and hold incentive travel programs, as well as businesses that
plan and organize trade fairs, business conventions, conferences, and meetings or gatherings. These activities are
also known as MICE (Meeting, Incentive, Convention, and Exhibition) services.
d) 68111 – Owned or Leased Real Estate
This group includes activities related to the purchase, sale, rental, and operation of real estate, both owned and
leased, such as apartment buildings, residential buildings, and non-residential buildings (such as storage
facilities/warehouses, malls, shopping centers, etc.), as well as the provision of houses and flats or apartments with
or without furnishings for permanent use, whether on a monthly or annual basis. This also includes land sales, the
development of buildings for self-operation (for renting out spaces in the building), subdivision of real estate into plots
without land development, and the operation of residential areas for movable houses. Based on confirmation from
PT IPN, as of the date of this Due Diligence Report, PT IPN has not yet commenced commercial operations.
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IV. DESCRIPTION REGARDING THE TRANSACTION
1. Transaction Date
The Transaction Date in question is January 16, 2025.
2. Transaction Object
The Transaction Object based on the Conditional Shares Subscription Agreement is the acquisition of PT IPN by the
Company, through an equity/shares investment in the form of 135,035,675 (one hundred thirty-five million thirty-five
thousand six hundred seventy-five) new Series B shares to be issued by PT IPN, or equivalent to 99.9926% (ninety-nine
point nine nine two six percent) of the total paid-up and fully subscribed capital in PT IPN after the capital increase of PT
IPN.
3. Transaction Value
The total transaction value is Rp2,295,606,475,000 (two trillion two hundred ninety-five billion six hundred six million four
hundred seventy-five thousand Rupiah) (excluding taxes in accordance with the applicable laws and regulations).
4. Nature of Affiliate Relationship of Parties Involved in Transaction
PT IPN is owned directly and indirectly by the same shareholders as the Company, namely PT AS and PT TMJ, with the
details as follows:
• PT AS and PT TMJ are each parties that, directly and indirectly (through PT MAP), act as the controlling
shareholders of PT PANI and have share ownership in the Company;
• PT AS is a party that indirectly (through PT KML) holds shares in PT IPN;
• PT TMJ is a party that directly and indirectly (through PT KML) holds shares in PT IPN.
5. Considerations and Reasons for Carrying Out Transactions Compared to If Other Similar Transactions Were
Carried Out with Non-Affiliated Parties
The Company is currently engaged in business activities in the real estate sector and holding company activities. It is
expected that this Transaction will have a positive impact on the development of the CBD PIK2, as well as increase value
for the shareholders and stakeholders.
The consideration for the Company’s investment in PT IPN is due to PT IPN’s ongoing development of the MICE Project,
and PT IPN was established to focus on the development of the MICE business.
The funds obtained from the issuance of new shares will be used by PT IPN as additional capital to finance the construction
project of a building for meetings, incentives, conferences, and exhibitions ("MICE Project"). As one of the facilities that
can support the development of CBD PIK2, the MICE Project is expected to provide added value to the long-term
development of CBD PIK2.
After considering the background of the Transaction, the Company is confident that by conducting the Transaction with
an affiliated party, the transaction process can be carried out more efficiently and at a competitive price, compared to
conducting the Transaction with an unrelated third party.
V. SUMMARY OF APPRAISAL REPORT OF TRANSACTION OBJECT
The Public Appraisal Firm (Kantor Jasa Penilai Publik – “KJPP”) Suwendho Rinaldy dan Rekan (KJPP SRR) as an official
KJPP established pursuant to the Minister of Finance Decree No. 2.09.0059 dated 20 August 2009, and registered as a capital
market supporting profession with the Financial Services Authority under Capital Market Supporting Profession Registration
Certificate No. STTD.PPB-05/PJ-1/PM.02/2023 dated 8 June 2023 (Property and Business Appraiser), has been appointed
by the Company’s management to provide an independent opinion as an appraiser on the market value of the property owned
by PT Industri Pameran Nusantara (“IPN”), in accordance with KJPP SRR Proposal No. 240625.006/SRR-JK/SPN-A/PANI/OR
dated 25 June 2024, as approved by the Company’s management
The following is a summary of the property valuation report as outlined in the Property Valuation Report of PT Industri Pameran
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Nusantara No. 00005/2.0059-02/PI/03/0242/1/I/2025 dated 15 January 2025:
1. Purpose and Objective of the Appraisal
The purpose of the appraisal assignment of the Appraisal Object is to provide an opinion on the market value of the
Appraisal Object as of the appraisal date, expressed in Indonesian Rupiah. The objective of the assignment is to fulfill
the Company's requirements in connection with the planned joint operation of the Appraisal Object.
2. Assumptions and Limiting Conditions
The assumptions and limiting conditions applied in this appraisal are as follows:
- The Appraisal Object report is a non-disclaimer opinion report;
- KJPP SRR has reviewed the documents used in the appraisal process of the Appraisal Object;
- The data and information used in the appraisal are sourced from and/or validated by the Indonesian Society of
Appraisers (Masyarakat Profesi Penilai Indonesia – “MAPPI”);
- KJPP SRR is responsible for preparing the appraisal report for the Appraisal Object;
- The appraisal report is public unless it contains confidential information that may affect the Company's operations.;
- KJPP SRR is responsible for the appraisal report and the final value conclusion;
- KJPP SRR has reviewed the legal status of the Appraisal Object.
3. Key Assuumptions
This appraisal does not account for costs and taxes arising from any sale and purchase transactions, in accordance with
Financial Services Authority Regulation No. 28/POJK.04/2021 dated 28 December 2021 on Appraisal and Presentation
of Property Appraisal Reports in the Capital Market ("POJK 28/2021") and the Indonesian Appraisal Code of Ethics (Kode
Etik Penilai Indonesia) and Indonesian Appraisal Standards (Standar Penilaian Indonesia), 7th Edition, 2018 ("KEPI &
SPI").
4. Appraisal Object
The object appraised in this appraisal is the Appraisal Object, namely the property owned by/on behalf of IPN, consisting
of buildings under construction, office equipment, and motor vehicles located at Jl. Gatot Subroto, Salembaran Jaya
Village, Kosambi Subdistrict, Tangerang Regency, Banten Province.
5. Inspection of the Appraisal Object
A physical inspection of the Appraisal Object was conducted on 6 December 2024.
6. Appraisal Date
The appraisal date is set as 30 September 2024. This date was selected based on considerations of the appraisal’s
purpose and objectives.
7. Appraisal Approaches
The approaches used in this appraisal are as follows:
Cost approach is an appraisal approach to determine an indication of the Appraisal Object’s value based on new
reproduction cost or new replacement cost as of the cut-off date after deducting depreciation.
The cost approach is used for the valuation of the Appraisal Object in the form of buildings under construction and office
equipment by considering that the new reproduction cost/new replacement costs and depreciation can be estimated.
The market approach is an appraisal approach that uses transaction data or offers on properties that are comparable
and similar to the object of valuation based on a process of comparison and adjustment.
The market approach is used in the appraisal of motor vehicles by considering that comparable and similar property data
were identified during the field inspection and could be utilized in the motor vehicle appraisal process.
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8. Appraisal Conclusion
Based on the appraisal conducted by the independent appraiser KJPP SRR, the market value of the property owned/on
behalf of IPN as of September 30, 2024 is IDR 423,156,578,000.00.
VI. SUMMARY OF SHARES APPRAISAL REPORT
Kantor Jasa Penilai Publik (“KJPP“) Kusnanto & Rekan (“KR“) as registered KJPP based on the Ministry of Finance Decree
No. 2.19.0162 dated 15 July 2019 and listed as a capital market supporting profession of the OJK under Registered Letter
of Capital Market Supporting Profession of OJK No. STTD.PB-01/PJ-1/PM.223/2023 (business appraiser), has appointed by
the Company’s management to give an opinion as independent appraisers on the market value of 100.00% shares of
PT IPN in accordance to the engagement letter No. KR/241202-001 dated 2 December 2024 which was approved by the
Company’s management.
The following is a summary of the Valuation Report of 100.00% Shares of IPN as stated in report
No. 00001/2.0162-00/BS/03/0153/1/I/2025 dated 15 January 2025:
1. Parties Involved in the Transaction
The parties involved in the Transaction are the Company and PT IPN.
2. Appraisal Object
The appraisal object is the market value of 100.00% of the shares of PT IPN.
3. Purpose and Objective of the Appraisal
The objective of the valuation is to obtain an independent opinion on the market value of the Valuation Object stated in
Rupiah and/or its equivalency as of 30 September 2024.
The purpose of the valuation is to provide an overview on the market value of the Valuation Object which would then be
used as a reference and consideration by the Company's management in accordance to the implementation of
the Transaction and to comply with the applicable regulations, i.e. POJK 42/2020 and POJK 17/2020.
4. Limiting Conditions and Key Assumptions
This valuation was prepared based on the market and economic conditions, general business and financial conditions as
well as applicable Government regulations until the date of issuance of this valuation report.
The valuation of the Valuation Object performed with the adjusted net asset method is based on the audited financial
statements of PT IPN. KJPP KR has made adjustments to the financial statements to reflect their market value. KJPP KR
is responsible for implementing the valuation based on the historical performance of PT IPN and management information
of PT IPN regarding the financial statements of PT IPN. KJPP KR is also responsible for the valuation report of PT IPN
and the conclusion of the final value.
In the valuation assignment, KJPP KR assumed the fulfilment of all conditions and obligations of the Company. KJPP KR
also assumed that from the date of the valuation until the date of issuance of the valuation report, there were no changes
that could materially affect the assumptions used in the valuation. KJPP KR are not responsible to reaffirm or to
supplement or to update KJPP KR opinion due to the changes in the assumptions and conditions as well as events
occurring after the report date.
In performing the analysis, KJPP KR assumed and relied on the accuracy, reliability, and completeness of all financial
information and other information provided to KJPP KR by the Company and PT IPN or publicly available which were
essentially true, complete and not misleading and KJPP KR are not responsible to perform an independent investigation
of such information. KJPP KR also relied on assurances from the management of the Company and PT IPN that they did
not know the facts which led to the information given to KJPP KR to be incomplete or misleading. The valuation analysis
of the Valuation Object was prepared using the data and information as disclosed above. Any changes to the data and
information may materially affect the outcome of KJPP KR opinion. KJPP KR are not responsible for the changes in the
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conclusions of KJPP KR valuation as well as any losses, damages, costs or expenses caused by undisclosed information
which led the data obtained to be incomplete and/or could be misinterpreted.
Since the result of KJPP KR valuation extremely depended on the data and the underlying assumptions, the changes in
the data sources and assumptions based on market data would change the result of our valuation. Therefore, KJPP KR
stated that the changes to the data used could affect the result of the valuation and that such differences could be material.
Although the content of this valuation report had been prepared in good faith and in a professional manner, KJPP KR are
unable to accept the responsibility for the possibility of the differences in KJPP KR conclusion caused by additional
analysis, the application of the valuation results as a basis to perform the analysis of the transaction or any changes in the
data used as the basis of the valuation. The valuation report of the Valuation Object represents a non-disclaimer opinion
and is an open-for-public report unless there was confidential information on such a report, which might affect the operation
of the Company and PT IPN.
KJPP KR’s work related to the valuation of the Valuation Object was not and could not be interpreted in any form, a review
or an audit or implementation of certain procedures of financial information. The work was also not intended to reveal
weaknesses in internal control, errors or irregularities in the financial statements or violation of the law. Furthermore,
KJPP KR have also obtained the information on the legal status PT IPN based on the articles of association of PT IPN.
5. Appraisal Method Used
Given the information obtained from the management of the Company that, as of the issuance of this report, PT IPN has
not yet started commercial operations, the valuation method used in this valuation is the adjusted net asset method.
In performing the valuation using the adjusted net asset method, the value of all components of assets and liabilities must
be adjusted to their market value, except for components that already reflect their market value (such as cash/bank or
bank debt). The overall market value of the company is then obtained by calculating the difference between the market
value of all assets (both tangible and intangible) and the market value of liabilities.
The above approach and valuation method are considered by KJPP KR to be the most appropriate for application in this
assignment and have been agreed upon by the management of the Company and PT IPN. It is possible that other
approaches and valuation methods may be applied, potentially yielding different results.
6. Conclusion
Based on the analysis of all data and information that KJPP KR have received and by considering all relevant factors
affecting the valuation, therefore in KJPP KR’s opinion, the market value of the Valuation Object as of 30 September 2024
was Rp 0.18 billion.
VII. SUMMARY OF APPRAISAL REPORT ON THE FAIRNESS OF THE TRANSACTION
…………
KJPP KR as registered KJPP based on the Ministry of Finance Decree No. 2.19.0162 dated 15 July 2019 and listed as a
capital market supporting profession of the OJK under Registered Letter of Capital Market Supporting Profession of OJK
No. STTD.PB-01/PJ-1/PM.223/2023 (business appraiser), has appointed by the Company’s management to give an opinion
as independent appraisers on the fairness of the Transaction in accordance to the engagement letter No. KR/241202-001
dated 2 December 2024 which was approved by the Company’s management.
The following is a summary of the Fairness Opinion Report of the Transaction as stated in report No. 00002/2.0162-
00/BS/03/0153/1/I/2025 dated 16 January 2025:
1. Parties’ Identity in the Transaction
The parties involved in the Transaction are the Company and PT IPN
2. Object of Fairness Analysis
The object of the transaction in the fairness opinion on the Transaction is a transaction in which the Company agrees to
acquire all of the Series B shares issued and fully paid in PT IPN, totalling 135,035,675 shares with a nominal value of
Rp 17,000 per share, resulting in a transaction value of Rp 2.30 trillion, so that the Company will hold a shareholding
representing 99.9926% of the total issued and fully paid capital in PT IPN.
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3. Objectives of Assessment
The purpose and objective of the preparation of the Fairness Opinion Report on the Transaction is to provide an overview
of the fairness of the Transaction to the Company’s Directors from financial aspects and to comply with the applicable
regulations, i.e. POJK 42/2020 and POJK 17/2020.
4. Assumptions and Limiting Conditions
The fairness opinion analysis on the Transaction was prepared using the data and information as disclosed above, such
data and information of which KJPP KR have reviewed. In performing the analysis, KJPP KR relied on the accuracy,
reliability and completeness of all financial information, information on the legal status of the Company and other
information provided to KJPP KR by the Company or publicly available and KJPP KR are not responsible for the accuracy
of such information. Any changes to the data and information may materially influence the outcome of KJPP KR’s opinion.
KJPP KR also relied on assurances from the management of the Company that they did not know the facts which led to
the information given to KJPP KR to be incomplete or misleading. Therefore, KJPP KR are not responsible for the changes
in the conclusions of KJPP KR’s fairness opinion caused by changes in those data and information.
The Company's financial projections was prepared by the Company's management. KJPP KR have reviewed such
financial projections and those financial projections have described the operating conditions and performance of the
Company. Overall, there were not any significant adjustments to be made by KJPP KR to the performance targets of the
Company.
KJPP KR did not perform an inspection of the Company's fixed assets or facilities. In addition, KJPP KR also did not give
an opinion on the tax impact of the Transaction. The service KJPP KR provided to the Company in connection with the
Transaction merely was the provision of the fairness opinion on the Transaction, not accounting services, auditing or
taxation. KJPP KR did not perform observation on the validity of the Transaction from legal aspects and implication of
taxation aspects. The Fairness Opinion on the Transaction was only performed from economic and financial aspects. The
fairness opinion report on the Transaction represented a non-disclaimer opinion and was an open-for-public report unless
there was confidential information on such report, which might affect the Company's operations. Furthermore, KJPP KR
have also obtained the information on the legal status of the Company and PT IPN based on the articles of association of
the Company and PT IPN.
KJPP KR’s work related to the Transaction was not and could not be interpreted in any form, a review or an audit or an
implementation of certain procedures of financial information. The work was also not intended to reveal weaknesses in
internal control, errors or irregularities in the financial statements or violation of law. In addition, KJPP KR did not have the
authority and was not in a position to obtain and analyze a form of other transactions that existed and might be available
to the Company other than the Transaction and the effect of these transactions to the Transaction.
This fairness opinion was prepared based on the market and economic conditions, general business and financial
conditions as well as government regulations related to the Transaction on the issuance date of this fairness opinion.
In preparing the fairness opinion, KJPP KR applied several assumptions, such as the fulfilment of all conditions and
obligations of the Company as well as all parties involved in the Transaction. Transaction would be executed as described
accordingly to a predetermined time period and the accuracy of the information regarding the Transaction which was
disclosed by the Company's management.
The fairness opinion should be viewed as a whole and the use of partial analysis and information without considering other
information and analysis as a whole may cause a misleading view and conclusion on the process underlying the fairness
opinion. The preparation of the Fairness Opinion was a complicated process and might not be possible to perform through
incomplete analysis.
KJPP KR also assumed that from the issuance date of the fairness opinion until the execution date of the Transaction,
there were no changes that could materially affect the assumptions used in the preparation of the fairness opinion.
KJPP KR are not responsible to reaffirm or to supplement or to update KJPP KR’s opinion due to the changes in the
assumptions and conditions as well as events occurring after the fairness opinion date. The calculation and analysis in
the fairness opinion have been performed properly and KJPP KR are responsible for the fairness opinion report.
10
Page 11
The conclusion of the fairness opinion is applicable for no changes that might materially impact on the Transaction. Such
changes include, but not limited to, the changes in conditions both internally on the Company and externally on the market
and economic conditions, general conditions of business, trading and financial as well as government regulations of
Indonesia and other relevant regulations after the issuance date of the fairness opinion report. Whenever after the issuance
date of the fairness opinion report such changes occur, the fairness opinion on the Transaction might be different.
5. Assessment Approaches and Methods
In evaluating the Fairness Opinion on this Transaction, KJPP KR conducted an analysis using the Fairness Opinion
approach and procedures on the following matters:
I. Analysis of Transaction;
II. Qualitative and Quantitative Analysis of Transaction; and
III. Analysis of Transaction Fairness.
6. Fairness Opinion of the Transaction
Based on the scope of works, assumptions, data, and information acquired from the Company's management which was
used in the preparation of the fairness opinion report, a review of the financial impact on the Transaction as disclosed in
the fairness opinion report, therefore in KJPP KR opinion, the Transaction is fair.
VII.
VII. STATEMENT FROM COMPANY’S BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
AN KOMISARIS DAN DIREKSI PERSEROAN
1. Statement of Board of Directors
The Company’s Board of Directors declares that:
- The Board of Directors of the Company hereby declares that this Transaction is an affiliate transaction as referred to
in POJK 42/2020 and is also a material transaction as referred to in POJK 17/2020. This Transaction has also
undergone adequate procedures in accordance with the Company’s internal policies to ensure that the Transaction is
conducted in accordance with generally accepted business practices and in compliance with the provisions of POJK
42/2020.
2. Statement of the Company’s Board of Commissioners and Board of Directors
The Company’s Board of Commissioners and Board of Directors declare that:
- The Transaction does not contain Conflicts of Interest as regulated in POJK 42/2020; and
- All material information has been disclosed, and such information is not misleading to the shareholders and can be
properly accounted for.
VIII. ADDITIONAL INFORMATION
For the shareholders of the Company who require further information regarding the Transaction, please contact:
PT BANGUN KOSAMBI SUKSES TBK
Head Office: Correspondence Office:
Jalan Inspeksi PIK 2, Terusan Jalan Perancis No. 5 Office Tower Agung Sedayu Group Lt 10
Kelurahan Dadap, Kecamatan Kosambi, Kabupaten Jl. Marina Raya, Kamal Muara, Penjaringan,
Tangerang 15211, Indonesia Jakarta Utara, 14470
Telepon: (+62) 21 - 50282888 Tel. (+62) 21 - 39734100
Fax: (+62) 21 - 50282888 Fax. (+62) 21 - 39734111
Email: corporate.secretary@cbdpik2.com
Website: www.cbdpik2.com
11
Names mentioned 52 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×4
unresolved
org
PT IPN
p.1 ×46
unresolved
org
PT IPN. This Disclosure
p.1
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
PT AS
p.2 ×5
unresolved
org
PT KML
p.2 ×4
unresolved
org
PT PANI
p.2 ×3
unresolved
org
PT TMJ
p.2 ×6
unresolved
org
PT Tunas Mekar Jaya. Rp
p.2
unresolved
person
Djedjem Widjaja
· Notaris
p.3
unresolved
org
Minister of Law and Human Rights
p.3 ×6
unresolved
org
Minister of Law and Human Rights of Indonesia No. C-
p.3
unresolved
org
Minister of Law
p.4
unresolved
org
PT IPN A. BRIEF HISTORY
p.4
unresolved
person
Edison Jingga
· Notaris
p.4 ×5
unresolved
org
PT IPN’s Articles
p.4
unresolved
org
PT Inti Multi Karya
p.4
unresolved
org
PT IPN Based
p.4
unresolved
org
PT IPN No. AHU-AH.
p.5
unresolved
org
PT IPN’s
p.5 ×2
unresolved
org
PT IPN BUSINESS ACTIVITIES Up
p.5
unresolved
org
PT MAP
p.6
unresolved
org
Suwendho Rinaldy dan Rekan
p.6
unresolved
org
KJPP SRR
p.6 ×6
unresolved
org
Minister of Finance Decree
p.6
unresolved
org
KJPP SRR Proposal
p.6
unresolved
org
PT Industri Pameran
p.6
unresolved
org
Kusnanto & Rekan
p.8
unresolved
org
Ministry of Finance Decree
p.8 ×2
unresolved
org
PT IPN. KJPP KR
p.8 ×2
unresolved
org
KJPP KR
p.8 ×42
unresolved
org
PT IPN. KJPP KR’s
p.9 ×2
unresolved
org
PT IPN. It
p.9
unresolved
org
KJPP KR’s
p.9 ×4
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
3108 ms
12 Sep 2026 22:54
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}