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20241230_TOBA_Laporan Informasi dan Fakta Material_31841775_lamp1.pdf
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INFORMATION DISCLOSURE TO SHAREHOLDERS
RELATED TO AFFILIATED TRANSACTION
PT TBS ENERGI UTAMA TBK (the “COMPANY”)
This Information Disclosure to the Shareholders (as defined below) is made to provide an explanation to the public
in connection to the Amendment to the Acknowledgement of Indebtedness between PT TBS Energi Utama Tbk and
Highland Strategic Holdings Pte. Ltd., the Company's majority shareholder.
The transaction is an Affiliated Transaction as stipulated in the Regulation of the Financial Services Authority of the
Republic of Indonesia No.42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions.
INFORMATION AS SET FORTH IN THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE READ AND
SHOULD BE CAREFULLY REVIEWED AND CONSIDERED BY THE COMPANY'S SHAREHOLDERS.
IF YOU HAVE DIFFICULTIES TO UNDERSTAND THE INFORMATION AS SET FORTH IN THIS INFORMATION
DISCLOSURE YOU SHOULD CONSULT WITH A LEGAL COUNSEL, A PUBLIC ACCOUNTANT, A FINANCIAL
ADVISOR OR ANY OTHER PROFESSIONAL.
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY, BOTH
INDIVIDUALLY AND COLLECTIVELLY, ARE FULLY RESPONSIBLE FOR THE TRUTH AND COMPLETENESS
OF THE INFORMATION AS DISCLOSED IN THIS DISCLOSURE OF INFORMATION AND AFTER
CONDUCTING CAREFUL RESEARCH, CONFIRM THAT THERE ARE NO MATERIAL INFORMATION THAT
HAVE NOT BEEN DISCLOSED WHICH WILL CAUSE THE INFORMATION PROVIDED IN THIS DISCLOSURE
OF INFORMATION TO BE INCORRECT AND/OR MISLEADING.
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY DECLARE THAT
THIS AFFILIATED TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST.
PT TBS ENERGI UTAMA Tbk
(the “COMPANY”)
Domiciled in South Jakarta, DKI Jakarta, Indonesia
Business Activities:
Investment in mining and coal trading, palm oil plantation and medium
developing its business as an independent power plant manufacturer and is developing its business as independent power
producer, as well as investing in renewable energy and waste management business and wholesale and retail trading of
vehicles through its subsidiaries.
Headquarter Office:
Treasury Tower Level 33, SCBD Lot.28, Jl. Jend. Sudirman Kav.52-53, South Jakarta 12190, Indonesia
Telephone: (62-21) 5020 0353, Facsimile: (62-21) 5020 0352
Email : corsec@tbsenergi.com, Website: www.tbsenergi.com
This Information Disclosure
is issued in Jakarta on 30 December 2024
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DEFINITIONS
“Acknowledgement of Acknowledgement of Indebtedness dated 25 January 2017, executed by and
Indebtedness” between the Company and Highland.
“Affiliate” the parties referred to in Article 1 paragraph (1) of Capital Market Law, namely:
a. family relationship due to marriage to the second degree, both horizontally
and vertically, namely the relationship of a person with:
1. husband or wife;
2. parents of husband or wife and husband or wife of children;
3. grandparents of husband or wife and husband or wife of grandchildren
4. a relative of the husband or wife and the husband or wife of the
relative; or
5. husband or wife of the relative of the person concerned.
b. family relationship by descent up to the second degree, either horizontally
or vertically, which is the relationship of a person with:
1. parents and children;
2. grandparents and grandchildren; or
3. the relative of the person concerned.
c. the relationship between the party and the employee, director or
commissioner of the party
d. relationship between 2 (two) companies which is 1 (one) or more members
of the same board of directors, management, board of commissioners or
supervisors;
e. the relationship between the company and the party, either directly or
indirectly, in any way, controls or is controlled by the company or the party
in determining the management and/or policies of the company or the
intended party;
f. relationship between 2 (two) or more controlled companies, either directly
or indirectly, in any way, in determining the management and/or company
policies by the same party; or
g. relationship between the company and the main shareholder, namely the
party that directly or indirectly owns at least 20% (twenty percent) of the
shares with voting rights from the company.
“Conflict of Interest” The difference between the economic interest of a public company and the
personal economic interest of members of the board of directors, members of
the board of commissioners, principal shareholders, or Controllers that may
be harmful to the public company concerned as defined in POJK 42/2020.
“Indonesia Stock Exchange” Stock exchange as defined in Article 1 point 4 of Capital Market Law, in this
case held by PT Bursa Efek Indonesia, domiciled in Jakarta.
Highland Highland Strategic Holdings Pte. Ltd., a company incorporated under the laws
of the Republic of Singapore.
“Company Financial The Company's Financial Report for the period ending June 30, 2024 which
Statements” has been reviewed on a limited basis by the Public Accounting Firm (KAP)
Purwantono, Sungkoro & Surja (a member firm of the EY global network).
“MOLHR” Minister of Law and Human Rights of the Republic of Indonesia.
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“Financial Services The independent institution that has the functions, duties and authorities for
Authority” or “OJK” regulation, supervision, inspection and investigation as referred to in Law No.
21 of 2011 on Financial Services Authority as amended by Law No. 4 of 2023
on Development and Strengthening of the Financial Sector (“OJK Law”).
“Shareholders” Parties who have the benefit of the Company’s shares, both in the form of
scripts and in collective custody which is kept and administered in the
securities account at Indonesia Central Securities Depository, registered in the
Shareholder Register of the Company which is administered by the Securities
Administration Bureau appointed by the Company.
“Independent Public Appraisal Services Office Kusnanto & Partners, an independent
Appraiser” or "KJPP" appraiser registered with the OJK who has been appointed by the Company
to conduct an assessment of the fair value and/or fairness of the Transaction.
“Company” PT TBS Energi Utama Tbk, domiciled in South Jakarta, is a publicly listed
limited liability company whose shares are listed on the Indonesia Stock
Exchange, which is established and operated under the laws of the Republic
of Indonesia.
"Amendment to the Amendments to the Acknowledgement of Indebtedness dated 25 January,
Acknowledgement of 2017, signed on 27 December 2024, by and between the Company and
Indebtedness" Highland.
“POJK 17/2020” Financial Services Authority Regulation No. 17/POJK.04/2020 on Material
Transactions and Change of Business Activity, which was enacted on 21 April
2020
“POJK 42/2020” OJK Regulation No. 42/POJK.04/2020, enacted on 1 July 2020 regarding
Affiliated Transaction and Conflict of Interest Transaction
“Affiliated Transaction” Any activity and/or transaction carried out by a public company or controlled
company with an Affiliate of the public company or an Affiliate of a member of
the board of directors, member of the board of commissioners, major
shareholder, or Controller, including any activity and/or transaction carried out
by a public company or controlled company for the benefit of an Affiliate of the
public company or an Affiliate of a member of the board of directors, member
of the board of commissioners, major shareholder, or Controller.
“Conflict of Interest Transactions that are carried out by public companies or controlled entities
Transaction” with any party, both with Affiliates and parties other than Affiliates that contain
a Conflict of Interest.
“Capital Market Law" Law No. 8 of 1995 dated 10 November 1995 on Capital Market, State Gazette
of the Republic of Indonesia No. 64 Year 1995 as amended by Law Number 4
Year 2023 regarding Development and Strengthening of the Financial Sector
along with all of its implementing regulations.
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INTRODUCTION
In order to comply with the provisions of POJK 42/2020, the Company's Board of Directors announces a Disclosure
of Information to provide information to the Company's Shareholders that on 27 December 2024, by and between
the Company and Highland, an Amendment to the Acknowledgement of Indebtedness has been signed, with
details as described in the transaction summary below ("Transaction").
The Transaction carried out is an Affiliated Transaction as referred to in POJK 42/2020, where Highland is the
majority shareholder of the Company. However, this Affiliated Transaction is not a Transaction with a Conflict of
Interest as set forth in POJK 42/2020.
The Affiliated Transaction carried out by the Company has complied with the procedures set forth in Article 3 of
POJK 42/2020 and has been executed per generally accepted business practices.
In accordance with the provisions of Article 4 Paragraph 1 POJK 42/2020, this Transaction is an Affiliated
Transaction that is required to use an Independent Appraiser in determining the fairness of the Affiliated
Transaction which the fairness of the transaction needs to be announced to the public. The Company has received
the fairness value for this Transaction based on Appraisal Report from KJPP Kusnanto & Rekan Number
00183/2.0162-00/BS/02/0153/1/XII/2024 dated 27 December 2024 regarding Fairness Opinion on the Transaction
("Appraiser's Report").
Moreover, the Company is obliged to announce Information Disclosure to the public and submit the appraisal
report along with other supporting documents to OJK no later than the end of the 2nd (second) business days after
the date of the Transaction as referred to Article 4 of POJK 42/2020.
DESCRIPTION OF THE TRANSACTION
A. TRANSACTION DATE
Transaction Date is 27 December 2024.
B. OBJECT OF TRANSACTION
Amendment to the Acknowledgement of Indebtedness, where the Company and Highland have agreed to
amend the provisions of Article 2 (Interest and Interest Payment) and Article 3 (Repayment) as follows:
Provisions Amendment
Article 2 (Interest and Interest Payment) The change in interest rates from the previous 6.25% per
year, to 6.75% (six point seven five percent). This new
interest rate will be effective from 26 January 2025 to 25
January 2035. As for the period before 26 January 2025, no
changes in interest rates will be applied, and the previously
agreed interest rates will remain in effect.
Article 3 (Repayment) Change of the Repayment Date, which was previously 8
(eight) years from the date of the Agreement, to 18 (eighteen)
years from the date of the Agreement.
Other provisions in the Acknowledgment of Indebtedness which are not changed by the Amendment to the
Acknowledgment of Indebtedness, will continue to apply the same.
C. TRANSACTION VALUE
The Transaction Value is the amount of debt based on the Acknowledgement of Indebtedness of
US$25,772,898 (twenty five million seven hundred seventy two thousand eight hundred ninety eight United
States Dollars) together with the interest. Therefore, this Transaction is not a Material Transaction as referred
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to above in POJK 17/2020 because the Transaction value does not reach 20% (twenty percent) of the
Company's equity value based on the Company's Financial Report.
D. PARTIES CONDUCTING TRANSACTIONS AND RELATIONSHIPS WITH THE COMPANY
1. Company
Established under the name PT Buana Persada Gemilang, the Company was founded based on Deed No. 1
dated 3 August 2007, made before Notary Tintin Surtini, S.H., M.H., M.Kn, as a replacement for Surjadi SH, a
Notary in Jakarta. The Company's Articles of Association have received approval from the Minister of Law and
Human Rights (MOLHR) through Decision Letter No. AHU-04084.AH.01.01.TAHUN 2008 dated 28 January
2008 and have been registered in the Company Register No. AHU-0006192.AH.01.09.Tahun 2008 on 28
January 2008. The Company later changed its name from PT Buana Persada Gemilang to PT Toba Bara
Sejahtera based on Deed No. 173 dated July 22, 2010, made before Notary Jimmy Tanal, S.H., as a
replacement for Hasbullah Abdul Rasyid, S.H., M.Kn, Notary in Jakarta, which was approved by the Minister
of Law and Human Rights through Decision Letter No. AHU-40246.AH.01.02.Tahun 2010 dated 13 August
2010, and was registered in the Company Register No. AHU-0061023.AH.01.09.Tahun 2010 on 13 August
2010. However, based on Deed No. 110 dated 26 August 2020, made before Notary Aulia Taufani, S.H.,
Notary in South Jakarta, which received approval from the Minister of Law and Human Rights through Decision
Letter No. AHU-0061144.AH.01.02.Tahun 2020 dated 7 September 2020, along with the receipt of notification
by the Minister of Law and Human Rights No. AHU-AH.01.03-0382901 dated 7 September 2020, and was
registered in the Company Register No. AHU-0147460.AH.01.11.TAHUN 2020 on 7 September 2020, the
Company changed its name again from PT Toba Bara Sejahtera Tbk to PT TBS Energi Utama Tbk, effective
since 2020. The Company is officially listed as a public company on the Indonesia Stock Exchange (IDX) with
the stock code "TOBA" and a total of 2,012,491,000 shares.
The Company is domiciled in South Jakarta and has a permanent domicile at Treasury Tower Level 33, District
8, SCBD Lot. 28., Jl. Jend. Sudirman Kav.52-53, South Jakarta, Senayan, Kebayoran Baru, South Jakarta,
12190, Republic of Indonesia.
Purpose and Objectives and Business Activities
The business activities currently conducted by the Company are Other Management Consulting Activities
(KBLI 70209) and Holding Company Activities (KBLI 64200). These activities are listed in accordance with
Article 3 (Purpose and Objectives) of the Company’s Articles of Association, which have been adjusted to align
with KBLI 2020.
Capital Structure and Shareholders’ Composition
Based on Deed No. 58 dated 20 June 2024, made before Aulia Taufani, S.H., Notary in South Jakarta, which
has been notified to the Minister of Law and Human Rights under letter No. AHU-AH.01.03-0163993 dated 28
June 2024, and registered in the Company Register No. AHU-0128591.AH.01.11.TAHUN 2024 dated 28 June
2024, as well as the Shareholder Register dated 30 November 2024, issued by PT Datindo Entrycom as the
Securities Administration Bureau appointed by the Company, the composition of the Company’s share
ownership is as follows:
Nominal Value of Rp50 per Share
Description
Number of Shares Nominal Value %
Authorized Capital 24,000,000,000 1,200,000,000,000 -
Issued Capital and Paid-Up
Capital:
Shareholders >5%
1. Highland Strategic 4,983,799,956 249,189,997,800 61.017
Holdings Pte. Ltd
2. PT Toba Sejahtra 702,567,244 35,128,362,200 8.602
3. PT Bara Makmur Abadi 446,963,700 22,348,185,000 5.472
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Board of Directors of the
Company
1. Dicky Yordan, President
49,700,723 2,485,036,150 0.608
Director
2. Pandu Patria Sjahrir, Vice
49,700,723 2,485,036,150 0.608
President Director
3. Alvin Firman Sunanda,
2,146,845 2,146,845 0.026
Director
4. Juli Oktarina, Director 1,940,204 1,940,204 0.023
5. Mufti Utomo, Director 1,200 60,000 0.00001
6. Sudharmono Saragih,
219,200 10,960,000 0.002
Director
Shareholders <5%
1. Other Shareholders* 1,930,787,175 96,539,358,750 23.639
Treasury Shares 0 0 -
Total Issued and Paid-Up 100.00
8,167,826,970 408,391,348,500
Capital
Shares in Portfolio 15,832,173,030 791,608,651,500
* The other shareholders referred to are those holding less than 5% of the shares, which consist of the public (free float),
and scrip shares.
Management and Supervision
Based on: (i) Deed Number 24 dated 7 December 2023, made before Notary Aulia Taufani, S.H., along with
a notification receipt by the MOLHR No. AHU-AH.01.09-0196514 dated 15 December 2023; and (ii) Deed
Number 67 dated 26 April 2024, made before Notary Aulia Taufani, S.H., along with a notification receipt by
the MOLHR No. AHU-AH.01.09-0197324 dated 13 May 2024, the composition of the members of the
Company's Board of Commissioners and Board of Directors as of the date of this Information Disclosure is
as follows:
Board of Commissioners
President Commissioner/Independent Commissioner : Bacelius Ruru
Commissioner : Djamal Attamimi
Independent Commissioner : Dr. Ahmad Fuad Rahmany
Independent Commissioner : Prof. Bambang P.S Brodjonegoro, S.E.,
M.U.P., PH.D
Board of Directors:
President Director : Dicky Yordan
Vice President Director : Pandu Patria Sjahrir
Director : Alvin Firman Sunanda
Director : Juli Oktarina
Director : Mufti Utomo
Director : Sudharmono Saragih
2. Highland
Brief History
Highland Strategic Holdings Pte. Ltd. was incorporated on 1 November 2016 with registration number
201630006E (UEN). Highland Strategic Holdings Pte. Ltd. is a private limited company controlled, wholly
owned by Watiga Trust Ltd. (“Watiga Trust”) as trustee of a passive private investment trust consisting of
institutional investors and high net worth individuals, with a focus on investments in the energy sector for the
Southeast Asian region, including Indonesia. Watiga Trust is a Licensed Trust Company and Approved
Trustee for Collective Investment Schemes (CIS), regulated by the Monetary Authority of Singapore (MAS),
and registered with the MAS Financial Institutions Directory. Watiga Trust is a member of the Singapore
Institute of Banking and Finance, Singapore Trustees Association, Singapore Venture and Private Capital
Association, and the Asia Pacific Loan Market Association.
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Highland Address:
Highland has its registered address at 600 North Bridge Road, #08-01/02 Parkview Square, Singapore
188778.
Purpose and Objectives and Business Activities:
Highland's business activities are other holding companies (64202).
Capital Structure and Shareholder Composition:
As of the date of this Disclosure of Information, Highland's capital structure and shareholder composition are
as follows:
No. Shareholder Name Number of Shares Percentage of Share
Ownership
1. Watiga Trust Ltd 100,000 common shares 100%
and 20,000,000 preferred
shares
Management and Supervision:
As of the date of this Disclosure of Information, the composition of the Board of Directors of Highland is as
follows:
Director : Richards Matthew Paul
Director : Dicky Yordan
E. NATURE AND AFFILIATED RELATIONS WITH THE COMPANY
The nature of the Affiliate relationship between the Company and Highland is that Highland is the Company's
main shareholder, where Highland owns 4,983,799,956 shares in the Company, representing 61.017% (sixty
one point zero one seven percent) of the total shares issued by the Company.
SUMMARY OF THE FAIRNESS REPORT OF THE TRANSACTIONS
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.241108-001 dated 8 November 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. 00183/2.0162-
00/BS/02/0153/1/XII/2024 dated 27 December 2024:
A. TRANSACTING PARTIES
The parties involved in the transaction are the Company and Highland.
B. OBJECT OF THE FAIRNESS OPINION OF THE TRANSACTION
The transaction object in the fairness opinion on the transaction is which Highland acknowledges having a debt
to the Company amounting to USD 25.77 million, effective from 26 January 2025 to 25 January 2035, with an
interest rate of 6.75% per annum.
C. FAIRNESS OPINION DATE
The fairness opinion on the Transaction in the fairness opinion report was calculated as of 30 June 2024. This
date was selected based on the consideration of interests and the objective of the analysis of the fairness
opinion on the Transaction.
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D. PURPOSE AND OBJECTIVES OF FAIRNESS OPINION
Purpose and objective of the preparation of the fairness opinion on the Transaction is to provide an overview
on the fairness of the Transaction to the Company’s Directors from financial aspects and to comply with the
applicable regulations, i.e. OJK Regulation No. 42/2020.
This fairness opinion was prepared in compliance with the provisions of OJK Regulation No. 35/POJK.04/2020
concerning "Valuation and Presentation of Business Valuation Reports in the Capital Market" dated 25 May
2020 as well as the 2018 Indonesian Valuation Standards, Revised Edition SPI300, SPI310, SPI320, SPI330.
E. ASSUMPTIONS AND MAIN LIMIT 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 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 fairness opinion caused by changes in those data and information.
The Company's consolidated financial projections before and after the Transaction 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 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 SEPL based on the articles of
association of the Company and SEPL.
KJPP KR 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 fulfillment of all conditions
and obligations of the Company as well as all parties involved in the Transaction. The 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.
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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 opinion due
to the changes in the assumptions and conditions as well as events occurring after the letter date. The
calculation and analysis in the fairness opinion have been performed properly and KJPP KR are responsible
for the fairness opinion report.
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.
F. APPROACH AND PROCEDURE OF FAIRNESS OPINION ON THE TRANSACTION
In evaluating the fairness opinion on the Transaction, KJPP KR had performed analysis through the
approaches and procedures of the fairness opinion on the Transaction as follows:
I. Analysis of the Transaction;
II. Qualitative and quantitative analysis of the Transaction; and
III. Analysis of the fairness on the Transaction
G. CONCLUSION
Based on the scope of works, assumptions, data, and information acquired from the Company's management
which was used in the preparation of this 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.
THE IMPACT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
The Impact of the Transaction on the Company's Financial Condition
There is no impact of the Transaction on the Company's consolidated financial condition between the current state
and the proforma, as this Transaction constitute amendment to the existing Acknowledgement of Indebtedness.
The changes made are limited to the amendment concerning the adjustment of the interest rates and the
amendment of the Repayment Date.
DESCRIPTION, CONSIDERATIONS AND REASONS FOR THE TRANSACTION COMPARED WITH
OTHER SIMILAR TRANSACTIONS WHICH ARE NOT PERFORMED WITH AFFILIATED PARTIES
Acknowledgement of Indebtedness constitutes an agreement between the Company and Highland, arising that
the time when Highland became a shareholder of the Company by acquiring a 61.79% of the Company's shares
owned by PT Toba Sejahtra in January 2017. The acquisition of the 61.79% of shares by Highland from PT Toba
Sejahtra was also carried out by accepting the novation of the PT Toba Sejahtra’s debt (and its affiliates) to the
Company that had accrued prior to the transfer of shares. The amendment to the Acknowledgement of
Indebtedness that currently undertaking do not constitute a new transaction, but rather represent an alteration of
the previously existing Acknowledgement of Indebtedness agreement. The amendments are limited solely to the
term of the agreement and the applicable interest rate, while other provisions of the Acknowledgement of
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Indebtedness remain unchanged. The amendment to the Acknowledgement of Indebtedness are made based in
accordance with the arm's length basis principle.
STATEMENT OF THE BOARD OF DIRECTORS
AND THE BOARD OF COMMISSIONERSOF THE COMPANY
The Board of Commissioners and the Board of Directors of the Company, both individually and collectivelly, hereby
declare that all material information related to the Transaction has been disclosed and such information is not
misleading. The Transaction does not constitute a Conflict of Interest Transaction as referred to in POJK 42/2020
nor does it qualify as a Material Transaction as referred to in POJK 17/2020, as the value of the Transaction does
not exceeds 20% (twenty percent) of the Company's equity in accordance with the Financial Statements of the
Company and its subsidiaries for the year book ended 30 June 2024 which was limited review by Public
Accountant.
The Board of Directors of the Company hereby declares that the Transaction has undergore the procedures
established by the Company as required in POJK 42/2020 to ensure that the Affiliated Transaction has been
carried out in accordance with the provisions of applicable regulatory provisions and the prevailing business
practices.
ADDITIONAL INFORMATION
For further information, pleasecontact the Company at the following details of address:
PT TBS Energi Utama Tbk
Corporate Secretary
Treasury Tower Level 33, SCBD Lot.28,
Jl. Jend. Sudirman Kav.52-53, Jakarta Selatan 12190, Indonesia
Telephone: (62-21) 5020 0353,
Facsimile: (62-21) 5020 0352
Email : corsec@tbsenergi.com,
Website:www.tbsenergi.com
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Financial Services Authority
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Indonesia Stock Exchange
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Minister of Law and Human Rights
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Public Appraisal Services Office Kusnanto & Partners
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KJPP Kusnanto & Rekan
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KJPP Kusnanto
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PT Buana Persada Gemilang
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Notary Tintin Surtini
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Minister of Law
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Notary Jimmy Tanal
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Hasbullah Abdul Rasyid
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Notary Aulia Taufani
· Notaris
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Toba Bara Sejahtera Tbk
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PT Datindo Entrycom
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Holdings Pte. Ltd
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Dr. Ahmad Fuad Rahmany Independent
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Highland Brief History Highland Strategic Holdings Pte. Ltd.
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KJPP KR
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Ministry of Finance Decree
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