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20241220_ABMM_Laporan Informasi dan Fakta Material_31830377_lamp2.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PT ABM INVESTAMA Tbk ("PERSEROAN")
THIS DISCLOSURE OF INFORMATION TO SHAREHOLDERS IS PROVIDED BY THE COMPANY IN
COMPLIANCE WITH THE PROVISIONS OF FINANCIAL SERVICES AUTHORITY (“OJK”) REGULATION NO.
17/POJK.04/2020 ON MATERIAL TRANSACTIONS AND CHANGES OF BUSINESS ACTIVITIES (“POJK
17/2020”).
THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ
AND CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY. IF YOU HAVE ANY DIFFICULTY
UNDERSTANDING THE INFORMATION AS STATED IN THIS DISCLOSURE OF INFORMATION, YOU
SHOULD CONSULT WITH YOUR LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL ADVISOR OR
OTHER PROFESSIONALS.
THE BOARD OF DIRECTORS OF THE COMPANY PROVIDES THE INFORMATION AS STATED IN THIS
DISCLOSURE OF INFORMATION WITH THE PURPOSE OF PROVIDING COMPLETE INFORMATION AND
DESCRIPTION TO THE COMPANY’S SHAREHOLDERS REGARDING THE TRANSACTION AS PART OF THE
COMPLIANCE OF THE COMPANY TO POJK 17/2020.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY ARE SEVERALLY
AND JOINTLY FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE INFORMATION
AS STATED IN THIS DISCLOSURE OF INFORMATION. THE BOARD OF DIRECTORS AND THE BOARD OF
COMMISSIONERS OF THE COMPANY DECLARE THAT THE INFORMATION AS DISCLOSED IN THIS
DISCLOSURE OF INFORMATION IS COMPLETE AND AFTER MAKING DUE AND CAREFUL EXAMINATION,
EMPHAISES THAT THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS CORRECT
AND THERE IS NO OMMISSION OF ANY MATERIAL AND RELEVANT IMPORTANT FACTS THAT ARE NOT
DISCLOSED OR OMITTED IN THIS DISCLOSURE OF INFORMATION SO AS TO CAUSE THE INFORMATION
PROVIDED IN THIS DISCLOSURE OF INFORMATION TO BE UNTRUE AND/OR MISLEADING.
This Disclosure of Information is issued in Jakarta on 18 December 2024.
PT ABM INVESTAMA Tbk.
Core Business Activities:
Consulting management as well as leasing and operating leasing of mining machinery and energy equipment
Domiciled in South Jakarta, DKI Jakarta, Indonesia
Head Office
TMT Building 1, 18th Floor, Suite 1802
Jl. Cilandak KKO No. 1,
South Jakarta, 12560, Indonesia
Tel: +62-21-299-76767
Facsimile: 021-2997-6768
Email: corporate.secretary@abm-investama.co.id
Website: www.abm-investama.com
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DEFINITIONS AND ABBREVIATIONS Material Adverse Effect means an effect which in the opinion of the Facility Agent (acting on the written instructions of a majority of the Creditors) is reasonably likely to constitute a material adverse effect on or a material adverse change to: a. the business, operations, property, condition (financial or otherwise) or prospects of any Obligor as a whole, in excess of USD10,000,000 (ten million) US Dollars, which renders any Obligor materially unable to perform its obligations under the Financing Documents; or b. the validity or enforceability of, the Financing Documents or the rights or remedies of the Financing Party under the Financing Documents. Director means a member of the Board of Directors of the Company who is currently serving on the date of this Disclosure of Information. Financing Document means any of: a. Financing Facility Agreement; b. every Letter of Awareness; c. each Fee Letter; d. each Security Document; e. each Guarantee Agreement; f. Disbursement Request; and g. any other document determined to be a “Financing Document” by the Facility Agent and the Obligor. Financing Facility means the financing facility with a maximum value of USD395,000,000 from the Creditors provided to the Company and RJR based on the Financing Facility Agreement. As at the date of this Disclosure of Information, the Company has drawn down the entire Financing Facility. GEMS means PT Golden Energy Mines Tbk, a public limited liability company listed on the Indonesia Stock Exchange, established and operated under the laws of the Republic of Indonesia, domiciled in Central Jakarta. Disclosure of Information means Disclosure of Information submitted to the Company’s Shareholders in order to fulfil POJK 17/2020. Commissioner means the member of the Board of Commissioners of the Company who is currently serving on the date of this Disclosure of Information. Initial Creditor means PT Bank Mandiri (Persero) Tbk. The Company’s Financial Statements means the Company’s Consolidated Financial Statements as of 30 June 2024 which have been audited by KAP Purwantono, Sungkoro & Surja (a member firm of Ernst & Young Global Limited), with a fair opinion. Letter of Awareness means any letter of awareness governed by Indonesian law dated on or about the date of the Financing Facility Agreement, signed by the Sponsor as the controlling shareholder of RJR for and on behalf of the Sponsor's shareholders, issued to the Facility Agent for and on behalf of
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the parties to the Financing Facility Agreement in the form agreed by the parties to the Financing Facility Agreement. MOLHR means the Minister of Law and Human Rights of the Republic of Indonesia. Obligor means the Debtors and the Guarantors. OJK means the Financial Services Authority, an independent institution, which has the functions, duties and authorities to regulate, supervise, examine and investigate in the Capital Market, Insurance, Pension Funds, Financing Institutions and other Financial Services Institutions sectors as referred to in Law No. 21 of 2011 dated 22 November 2011 concerning the Financial Services Authority (which is the successor body to Bapepam-LK which came into effect on 31 December 2012). The Debtors means the Company and RJR under the Financing Facility Agreement. Creditors means (i) the Initial Creditors and (ii) any bank, financial institution or other party that has become a creditor of the Financing Facility under the Financing Facility Agreement. The Guarantors mean: a. CK; b. CKB; c. SSB; d. RMH; e. ATR; f. BDD; g. PWP; h. TIA; i. DDE; j. PBR; and k. ANN. Shareholders means the shareholders of the Company whose names are registered in the register of shareholders of the Company. Financing Facility Agreement means Deed of Credit Agreement No. 40 dated 22 October 2024, made before Muhammad Hanafi, S.H., Notary in South Jakarta City, executed by and between: (i) the Company as debtor; (ii) RJR as debtor; (iii) the Guarantors; (iv) the Initial Creditor as initial creditor; (v) PT Bank Mandiri (Persero) Tbk. as facility agent; (vi) PT Bank Mandiri (Persero) Tbk. as collateral agent; and (vii) PT Bank Mandiri (Persero) Tbk. as account bank. The Company means PT ABM Investama Tbk, domiciled in South Jakarta, a limited liability company whose shares are listed on the Indonesia Stock Exchange, established and operated under the laws of the Republic of Indonesia. POJK 17/2020 means OJK Regulation Number 17/POJK.04/2020 on Material Transactions and Changes of Business Activities.
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POJK 42/2020 means OJK Regulation Number 42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions. RMH means PT Reswara Minergi Hartama, domiciled in South Jakarta, a limited liability company established and operated under the laws of the Republic of Indonesia. RJR means PT Radhika Jananta Raya, domiciled in South Jakarta, a limited liability company established and operated under the laws of the Republic of Indonesia. GMS means general meeting of shareholders. SGD means Singapore Dollar, which is the legal currency of Singapore. Fee Letter means any letter made by reference to the Financing Facility Agreement between one or more administrative parties and the Debtors setting out the amount of fees referred to in the Financing Facility Agreement. Sponsor means PT Tiara Marga Trakindo, a limited liability company incorporated under the laws of the Republic of Indonesia with registered office at TMT Building 1, Jl. Cilandak KKO No. 1, Jakarta 12560 - Indonesia. USD means United States Dollar, which is the legal currency of the United States.
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INTRODUCTION
The information as contained in this Disclosure of Information is submitted to the Shareholders of the
Company in connection with the obtainment of the Financing Facility transaction.
On 22 October 2024, the Company, RJR and the Guarantors entered into the USD395,000,000 Term
Facility Credit Agreement whereby the Company and RJR received financing facilities from PT Bank
Mandiri (Persero) Tbk up to USD395,000,000 (the “Financing Facility Amount”). On 16 December
2024, RJR has fully drawn down the Financing Facility. The transaction of the Financing Facility was
carried out for the following purposes:
1) repayment of loans up to USD192,620,000 (one hundred ninety two million six hundred twenty
thousand United States Dollars), in connection with the Deed of Syndicated Credit Agreement
No. 19 dated 9 September 2022 made by RJR as debtor and PT Bank Mandiri (Persero) Tbk,
PT Bank Ekspor dan Impor Indonesia (Persero) and PT Bank JTrust Indonesia, before
Muhammad Hanafi, S.H., Notary in South Jakarta, as amended and restated based on the
amendment agreement dated 14 September 2023;
2) repayment of loans up to USD124,998,667 (one hundred and twenty-four million nine hundred
and ninety-eight thousand six hundred and sixty-seven United States Dollars), in relation to
related party agreements obtained by RJR, namely:
(i) Agreement No. 01/RWA-RJR/PERJ/VIII/2022 dated 6 November 2023 in the amount of
USD100,000,000 (one hundred million United States Dollars) and Rp400,000,000,000 (four
hundred billion Rupiah), made by and among (i) RJR as borrower; and (ii) RMH as lender,
which as of 30 September 2024 has an outstanding value of (i) USD35.600,000 (thirty-five
million six hundred thousand United States Dollars) and (ii) IDR 85,708,290,871 (eighty-five
billion seven hundred eight million two hundred ninety thousand eight hundred seventy-one
Rupiah);
(ii) Agreement No. 15A/TIA-RJR/PERJ/VIII/2022 dated 4 December 2023 in the amount of
USD90,000,000 (ninety million United States Dollars) and Rp600,000,000,000 (six hundred
billion Rupiah), made by and among (i) RJR as borrower; and (ii) TIA as lender, which as at
30 September 2024 has an outstanding value of USD63,120,917 (sixty-three million one
hundred twenty thousand nine hundred seventeen United States Dollars); and
(iii) non-trade payables:
(a) non-trade payables of RMH with an outstanding value as of 30 September 2024 of
USD5,837,238 (five million eight hundred thirty-seven thousand two hundred thirty-eight
United States Dollars) and IDR24,307,068,807 (twenty-four billion three hundred seven
million sixty-eight thousand eight hundred seven Rupiah); and
(b) non-trade payables of TIA with an outstanding value as of 30 September 2024 of
USD13,002,811 (thirteen million two thousand eight hundred eleven United States
Dollars) and IDR5,269,004,369 (five billion two hundred sixty nine million four thousand
three hundred sixty nine Rupiah).
3) repayment of loans/financing in aggregate up to USD77,381,333 (seventy-seven million three
hundred eighty-one thousand three hundred thirty-three United States Dollars), in respect of:
(i) Facility A, as defined in the Deed of Syndicated Credit Agreement No. 15 dated 26 October
2021 made by the Company and PT Cipta Kridatama as debtor, before Fathiah Helmi, S.H.,
Notary in South Jakarta;
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(ii) senior notes in the name of the Company as issuer listed on Singapore Exchange Securities
Trading Limited with Mandiri Securities Pte. Ltd. and Deutsche Bank as joint lead managers,
in the principal amount of USD200,000,000 (two hundred million United States Dollars), with
an interest rate of 9.500% maturing on 5 August 2026 of which as at 30 September 2024 the
outstanding principal amount was USD160,000,000 (one hundred sixty million United States
Dollars) (“Optional Redemption Transaction”);
(iii) payment of RJR dividends to shareholders; or
(iv) working capital of the Company and RJR (including the subsidiaries that are Guarantors
under this Financing Facility Agreement).
The transaction of Financing Facilities by the Debtors from the Financing Facility Agreement fulfils the
elements of a material transaction as stipulated in the provisions of POJK 17/2020 where the value of
the Financing Facility has a value of 50.16% (fifty point one six per cent) of the Company’s equity based
on the Company's Financial Statements. However, considering that the Financing Facility is obtained
from the Creditors, then based on Article 11 letter b POJK 17/2020 it is exempted to use an appraiser
to determine the fair value of the material transaction object and/or the fairness of the transaction and
obtain GMS approval. Furthermore, based on POJK 17/2020, the Company is only required to
announce disclosure of information to the public no later than 2 (two) business days after the
transaction.
Based on the above matters and in accordance with the provisions of POJK 17/2020, the Board of
Directors of the Company hereby announces this Disclosure of Information in accordance with the
procedures and procedures for implementing material transactions as stipulated in Article 17 of POJK
17/2020 with the intention of providing information and a more complete picture to the Shareholders of
the Company regarding the Financing Facility transaction.
DESCRIPTION ON THE FINANCING FACILITIES
BACKGROUND OF TAKING OUT THE FINANCING FACILITY
In connection with the Optional Redemption Transaction, the Company and RJR have entered into a
Financing Facility Agreement to obtain a Financing Facility with a maximum value of USD395,000,000
(three hundred ninety five million United States Dollars) from the Creditors which will be used by the
Company for the purposes permitted under the Financing Facility Agreement. This Financing Facility is
guaranteed by the Company and certain subsidiaries, and guaranteed by:
1) pledge of RJR’s accounts opened at PT Bank Mandiri (Persero) Tbk. as the account bank;
2) pledge of RJR shares held by RMH;
3) pledge of GEMS shares owned by RJR; and
4) other documents entered into from time to time pursuant to Article 20.31 of the Financing Facility
Agreement.
On 29 October 2024, all conditions precedent have been fulfilled and RJR and the Company have
disbursed the entire Financing Facility.
1. PARTIES INVOLVED IN THE FINANCING FACILITY
a. Lenders and Agents
PT Bank Mandiri (Persero) Tbk. as:
1) Initial Creditor;
2) facility agent;
3) the collateral agent (in this capacity will be referred to as the “Collateral Agent”); and
4) bank account.
b. Loan Recipient
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1) Company 2) RJR c. Guarantors 1) PT Cipta Kridatama (“CK”) CK, was established pursuant to Deed of Establishment No. 27 dated 08 April 1997, made before Ny. Poerbaningsih Adi Warsito, SH, Notary in Jakarta. The Deed was approved by the MOLHR based on Decree No. C2-7046 HT.01.01.Th.97 dated 25 July 1997 and registered in the Company Registration Office under No. 1827 dated 13 November 1997. The latest amendment to the articles of association of CK was made based on Deed No. 8 dated 17 April 2023, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which was approved by the MOLHR based on Decree No. AHU-0023734.AH.01.02.TAHUN 2023 dated 25 April 2023, as recorded in the Register of Companies No. AHU-0078517.AH.01.11.TAHUN 2023 dated 25 April 2023. Based on Deed No. 1 dated 1 November 2017, made before Djumini Setyoadi, S.H., M.Kn., Notary in Central Jakarta, which notification has been received by the MOLHR based on the Acceptance of Notification of Amendment of Articles of Association No. AHU-AH.01.03-018640 dated 1 November 2017, as recorded in the Register of Companies No. AHU-0137904.AH.01.11.TAHUN 2017 dated 1 November 2017, the following is the capital structure of CK: Authorised Capital : IDR3,800,000,000,000 Issued Capital : IDR1,031,496,316,000 Paid-up Capital : IDR1,031,496,316,000 The authorised capital of CK is divided into 3,800,000,000 shares, which have a nominal value of Rp1,000 per share. Based on Deed No. 59 dated 29 April 2022, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which notification has been received by MOLHR based on Letter of Acceptance of Notification of Changes in Company Data No. AHU-AH.01.03-0010761 dated 29 April 2022 and registered in the Company Register at MOLHR under No. AHU-0086601.AH.01..11.Tahun 2022 dated 29 April 2022 and Deed No. 6 dated 8 May 2024 made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which notification has been received by MOLHR based on Letter of Acceptance of Notification of Company Data No. AHU-AH.01.09-0189483 dated 8 May 2024, as registered in the Company Register No. AHU-0089030.AH.01.11.TAHUN 2024 dated 8 May 2024, the following is the composition of the Board of Directors and Board of Commissioners of CK: Directors President Director : Meidi Wibowo Director : Ir. Yul Farmansyah Rusli Board of Commissioners President Commissioner : Feriwan Sinatra Commissioner : Achmad Ananda Djajanegara 2) PT Cipta Krida Bahari (“CKB”) CKB, was established pursuant to Deed of Establishment No. 57 dated 9 May 1997, made before Ny. Poerbaningsih Adi Warsito, SH, Notary in Jakarta. The Deed was approved by the MOLHR based on
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Decree No. C2-9452 HT.01.01.TH.97 dated 15 September 1997 and registered in the Company Registration Office under No. 1826 dated 13 November 1997. The latest amendment to the articles of association of CKB was made pursuant to Deed No. 11 dated 13 December 2023, made before Bayu Nirwana Sari, SH, M.Kn., Notary in South Tangerang, which notification has been received by MOLHR based on Letter of Acceptance of Notification of Changes in Company Data No. AHU-0078060.AH.01.02.TAHUN 2023 dated 13 December 2023 and has been registered in the Register of Companies No. AHU-0252432.AH.01.11.TAHUN 2023 dated 13 December 2023. Based on Deed No. 22 dated 21 December 2020, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which notification has been received by MOLHR based on Acceptance of Notification of Amendment of Articles of Association No. AHU-AH.01.03-0424883 dated 30 December 2020, as recorded in the Register of Companies No. AHU-0220229.AH.01.11.TAHUN 2020 dated 30 December 2020, the following is the capital structure of CKB: Authorised Capital : IDR500,000,000,000 Issued Capital : IDR438,200,000,000 Paid-up Capital : IDR438,200,000,000 The authorised capital of CKB is divided into 500,000,000 shares, with a nominal value of Rp1,000 per share. Based on Deed No. 02 dated 4 July 2023, made before Bayu Nirwana Sari, SH, M.Kn., Notary in South Tangerang, which has been accepted by MOLHR based on Letter of Acceptance of Notification of Changes in Company Data No. AHU-AH.01.09-0134741 dated 5 July 2023 and registered in the Register of Companies at MOLHR under No. AHU-0125476.AH.01.11.TAHUN 2023 dated 05 July 2023, the following is the composition of the Board of Directors and Board of Commissioners of CKB: Directors President Director : Iman Sjafei Director : Ety Puspitasari Board of Commissioners President Commissioner : Antonius Roni Setyawan Commissioner : Achmad Ananda Djajanegara 3) PT Sanggar Sarana Baja (“SSB”) SSB, was established pursuant to Deed of Establishment No. 173 dated 19 March 1977, made before Kartini Muljadi, S.H., Notary in Jakarta. The Deed was approved by the MOLHR pursuant to Decree No. Y.A.5/167/7 dated 11 May 1977 and registered in the register of the Jakarta District Court under No. 2032 dated 24 May 1977, and was published in the State Gazette of the Republic of Indonesia No. 84 dated 21 October 1977, Supplement No. 635. The latest amendment to the articles of association of SSB was made based on Deed No. 62 dated 29 December 2022, made before Bayu Nirwana Sari, SH, M.Kn., Notary in South Tangerang, which was approved by the MOLHR based on Decree No. AHU-0000066.AH.01.02.TAHUN 2023 dated 2 January 2023, and has been registered in the Company Register No. AHU-0000174.AH.01.11.TAHUN 2023 dated 2 January 2023. Based on Deed No. 1 dated 4 June 2020, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which notification has been received by MOLHR based on the Acceptance of Notification of Amendment of Articles of Association No. AHU-AH.01.03-0236002 dated 4 June 2020, as recorded
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in the Register of Companies No. AHU-088987.AH.01.11.TAHUN 2020 dated 4 June 2020, the following is the capital structure of SSB: Authorised Capital : IDR400,000,000,000 Issued Capital : IDR395,315,700,000 Paid-up Capital : IDR395,315,700,000 The authorised capital of SSB is divided into 400,000,000 shares, with a nominal value of Rp1,000 per share. Based on the Deed of Resolution No. 03 dated 4 July 2023, made before Bayu Nirwana Sari, SH, M.Kn., Notary in South Tangerang, which has been notified to the MOLHR based on the Letter of Acceptance of Notification of Changes in Company Data No. AHU-AH.01.09-0134747 dated 5 July 2023 and has been registered in the Company Register at the MOLHR under No. AHU-0125484.AH.01.11.TAHUN 2023 dated 05 July 2023, the following is the composition of the Board of Directors and Board of Commissioners of SSB: Directors Director : Johan Timothy Budisusetija Board of Commissioners President Commissioner : Antonius Roni Setyawan Commissioner : Achmad Ananda Djajanegara 4) RMH RMH, was established pursuant to Deed of Establishment No. 38 dated 19 October 2010, made before Justriany Koni, S.H., Notary in Jakarta. The Deed has been approved by the MOLHR pursuant to Decree No. AHU-53760.AH.01.01.Year 2010 dated 16 November 2010 and registered in the Register of Companies at the MOLHR under No. AHU-0083042.AH.01.09.Year 2010 dated 16 November 2010. The latest amendment to the articles of association of RMH was made based on Deed No. 14 dated 7 August 2024, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which was approved by the MOLHR based on Decree No. AHU-0049259.AH.01.02.TAHUN 2024 dated 8 August 2024, as registered in the Register of Companies No. AHU-0165398.AH.01.11.TAHUN 2024 dated 8 August 2024. Based on Deed No. 8 dated 21 October 2019, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which was approved by the MOLHR based on Approval Letter No. AHU-AH.01.03- 0353140 dated 30 October 2019, as recorded in the Company Register No. AHU- 0207248.AH.01.11.TAHUN 2019 dated 30 October 2019, the following is the capital structure of RMH: Authorised capital : IDR1,150,000,000,000 Issued Capital : IDR1,131,349,500,000 Paid-up Capital : IDR1,131,349,500,000 The authorised capital of RMH is divided into 1,150,000,000 shares, which have a nominal value of Rp1,000 per share. Based on Deed No. 19 dated 20 May 2022, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which has been notified to the MOLHR as evident in the Letter of Acceptance of Notification of Amendment of Articles of Association No. AHU-AH.01.09-0014695 dated 23 May 2022 and has been registered in the Company Register No. AHU-0095116.AH.01.11.TAHUN 2022 dated 23
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May 2022, the following is the composition of the Board of Directors and Board of Commissioners of RMH: Directors Director : Iwan Hermawan Board of Commissioners Commissioner : Achmad Ananda Djajanegara 5) PT Alfa Trans Raya (“ATR”) ATR, was established pursuant to Deed of Establishment No. 32 dated 28 November 2006, made before Karlita Rubianti, S.H., Notary in Jakarta. The Deed has been approved by the Minister of Law and Human Rights of the Republic of Indonesia under Decree No. W7-03851 HT.01.01-TH.2006 dated 18 December 2006 and registered in the Company Registration Office of South Jakarta City under No. 999/BH.09.03/V/2007 dated 11 May 2007. The latest amendment to the articles of association of ATR was made based on Deed No. 36 dated 24 July 2024, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which was approved by the MOLHR based on Decree No. AHU-0046847 dated 31 July 2024, and has been registered in the Company Register No. AHU-0157281.AH.01.11.TAHUN 2024 dated 31 July 2024. Based on Deed No. 18 dated 28 March 2024, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, whose notification has been received by the MOLHR based on Letter of Acceptance of Notification of Amendment of Articles of Association No. AHU-AH.01.03-0079131 dated 2 April 2024, as recorded in the Register of Companies No. AHU-0067545.AH.01.11.TAHUN 2024 dated 2 April 2024, the following is the capital structure of ATR: Authrosied Capital : IDR350,000,000,000 Issued Capital : IDR292,500,000,000 Paid-up Capital : IDR292,500,000,000 The authorised capital of ATR is divided into 350,000,000 shares, with a nominal value of Rp1,000 per share. Based on Deed No. 27 dated 22 May 2024, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, whose notification has been received by the MOLHR based on Letter of Acceptance of Notification of Changes in Company Data No. AHU-AH.01.09-0207237 dated 29 May 2024, as registered in the Register of Companies No. AHU-0103578.AH.01.11.TAHUN 2024 dated 2 April 2024, the following is the composition of the Board of Directors and Board of Commissioners of ATR: Directors Director : Ety Puspitasari Board of Commissioners Commissioner : Iman Sjafei 6) PT Baruna Dirga Dharma (“BDD”) BDD, was established pursuant to Deed of Establishment No. 44 dated 24 May 2011, made before Ny. Djumini Setyoadi, SH, Notary in Jakarta. The Deed has been approved by the Minister of Law and Human Rights of the Republic of Indonesia pursuant to Decree No. AHU-26730.AH.01.01.Tahun 2011 dated 26 May 2011 and registered in the Company Register under No. AHU-0042848.AH.01.09.Tahun 2011 dated 26 May 2011.
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The latest amendment to the articles of association of BDD was made pursuant to Deed No. 12 dated 14 December 2023, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which (i) was approved by MOLHR based on Decree No. AHU-0079231.AH.01.02.TAHUN 2023, as registered in the Register of Companies No. AHU-0255819.AH.01..11.TAHUN 2023 dated 18 December 2023; and (ii) the notification has been received by MOLHR based on Letter of Acceptance of Notification of Amendment of Articles of Association No. AHU-AH.01.09-0197289 dated 18 December 2023 as registered in the Company Register No. AHU-0255819.AH.01.11.TAHUN 2023 dated 18 December 2023. Based on Deed No. 54 dated 25 August 2011, made before Djumini Setyoadi, S.H., M.Kn., Notary in Jakarta, which has been approved by the MOLHR based on Decree No. AHU-45955.AH.01.02.TAHUN 2011 dated 21 September 2011, as recorded in the Company Register No. AHU- 0075823.AH.10.09.TAHUN 2011 dated 21 September 2011, the following is the capital structure of BDD: Authorised Capital : IDR252,000,000,000 Issued Capital : IDR63,000,000,000 Paid-up Capital : IDR63,000,000,000 The authorised capital of BDD is divided into 252,000,000 shares, with a nominal value of Rp1,000 per share. Based on Deed No. 12 dated 14 December 2023, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which (i) has been approved by the MOLHR based on Decree No. AHU- 0079231.AH.01.02.TAHUN 2023 dated 18 December 2023, as registered in the Company Register No. AHU-0255819.AH.01.11.TAHUN 2023 dated 18 December 2023; and (ii) the notification has been received by the MOLHR based on Letter of Acceptance of Notification of Changes in Company Data No. AHU-AH.01.09-0197289 dated 18 December 2023..11.TAHUN 2023 dated 18 December 2023; and (ii) notification has been received by MOLHR based on Letter of Acceptance of Notification of Changes in Company Data No. AHU-AH.01.09-0197289 dated 18 December 2023, as registered in the Company Register No. AHU-0255819.AH.01.11.TAHUN 2023 dated 18 December 2023, the following composition of the Board of Directors and Board of Commissioners of BDD: Directors Director : Donny Indrasworo Board of Commissioners President Commissioner : Feriwan Sinatra Commissioner : Iman Sjafei 7) PT Prima Wiguna Parama (“PWP”) PWP, was established pursuant to Deed of Establishment No. 31 dated 20 June 2011, made before Ny. Djumini Setyoadi, S.H., M.Kn., Notary in Jakarta. The Deed has been approved by the MOLHR pursuant to Decree No. AHU-31681.AH.01.01.Tahun 2011 dated 23 June 2011 and registered in the Company Register under No. AHU-0051202.AH.01.09.Tahun 2011 dated 23 June 2011. The latest amendment to the articles of association of PWP was made based on Deed No. 13 dated 7 August 2024, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which was approved by the MOLHR based on Decree No. AHU-0049258.AH.01.02.TAHUN 2024 dated 8 August 2024, as registered in the Register of Companies No. AHU-0165396.AH.01.11.TAHUN 2024 dated 8 August 2024.
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Based on Deed No. 2 dated 2 May 2017, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which notification has been received by MOLHR based on Letter of Acceptance of Notification of Amendment of Articles of Association No. AHU.AH.01.03-0133567 dated 5 May 2017, as recorded in the Register of Companies No. AHU-0058231.TAHUN 2017 dated 5 May 2017, the following is the capital structure of PWP: Authorised Capital : IDR20,000,000,000 Issued Capital : IDR5,000,000,000 Paid-up Capital : IDR5,000,000,000 The authorised capital of PWP is divided into 20,000,000 shares, which have a nominal value of Rp1,000 per share. Based on (i) Deed No. 61 dated 29 April 2022, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which has been notified to the MOLHR based on Letter of Acceptance of Notification of Amendment of Articles of Association No. AHU-AH.01.09-0010759 dated 29 April 2022 and has been registered in the Register of Companies of the MOLHR under No. AHU-0086598.AH.01.Year 2022 dated 29 April 2022; and (ii) Deed No. 7 dated 10 June 2024 made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang..11.Tahun 2022 dated 29 April 2022; and (ii) Deed No. 7 dated 10 June 2024 made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which notification has been received by MOLHR based on Acceptance of Notification of Amendment of Company Data No. AHU-AH.01.09-0212821 dated 11 June 2024, as registered in the Register of Companies No. AHU- 0115163.AH.01.11.TAHUN 2024 dated 11 June 2024, the following composition of the Board of Directors and Board of Commissioners of PWP: Directors Director : Haris Mustarto Board of Commissioners Commissioner : Feriwan Sinatra 8) PT Tunas Inti Abadi (“TIA”) TIA, was established pursuant to Deed of Establishment of Limited Liability Company No. 28 dated 11 November 2003, made before Veronica Nataadmadja, S.H., M Corp Admin, M Com, Notary in Jakarta. The Deed has been approved by the MOLHR based on Decree No. C-09745 HT.01.01.TH.2004 dated 21 April 2004 and registered in the Banjarmasin City Company Registration Office under No. 163/BH/16-10/VI/2004 dated 1 June 2004. The latest amendment to the articles of association of TIA was made based on Deed No. 2 dated 2 August 2010, made before Justriany Koni S.H., Notary in Jakarta, which was approved by the MOLHR based on Decree No. AHU-45954.AH.01.02.TAHUN 2010 dated 28 September 2010, registered in the Company Register No. AHU-0070425.AH.01.09.TAHUN 2010 dated 28 September 2010. Based on Deed No. 17 dated 14 December 2010, made before Djumini Setyoadi, S.H., M.Kn., Notary in Jakarta, which notification has been received by MOLHR based on Letter of Acceptance of Notification of Amendment of Articles of Association No. AHU.AH.01.10-32129 dated 16 December 2010, as recorded in the Register of Companies No. AHU-0090744.AH.01.09.TAHUN 2010 dated 16 December 2010, the following is the capital structure of TIA: Authorised Capital : IDR200,000,000,000 Issued Capital : IDR150,000,000,000 Paid-up Capital : IDR150,000,000,000
Page 13
The authorised capital of TIA is divided into 200,000,000 shares, with a nominal value of Rp1,000 per share. Based on the Deed of Resolution of Shareholders No. 17 dated 20 May 2022, which was notified to the MOLHR as evident in the Letter of Acceptance of Notification of Amendment to the Articles of Association No. AHU-AH.01.09-0014699 dated 23 May 2022 and has been registered in the Company Register No. AHU-0095120.AH.01.11.Tahun 2022 dated 23 May 2022, the following is the composition of the Board of Directors and Board of Commissioners of TIA: Directors Director Dadik Kiswanto Board of Commissioners Commissioner : Feriwan Sinatra 9) PT Dianta Daya Embara (“DDE”) DDE, was established pursuant to Deed of Establishment No. 8 dated 15 June 2015, made before Muslim, S.H., M.Kn., Notary in Jakarta. The Deed has been approved by the MOLHR based on Decree No. AHU-2444037.AH.01.01.Tahun 2015 dated 17 June 2015 and registered in the Company Register under No. AHU-3520580.AH.01.11.Tahun 2015 dated 17 June 2015. The latest amendment to DDE's articles of association was made pursuant to Deed No. 15 dated 24 July 2020, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which notification has been received by MOLHR based on Letter of Acceptance of Notification of Amendment to Articles of Association No. AHU-AH.01.03-0341951 dated 11 August 2020 and has been registered in the Company Register No. AHU-0131556.AH.01.11.TAHUN 2020 dated 11 August 2020. Based on Deed No. 11 dated 30 April 2020, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which was approved by the MOLHR based on Decree No. AHU.AH.01.03-0209737 dated 5 May 2020, as recorded in the Company Register No. AHU-0077519.AH.01.11.TAHUN 2020 dated 5 May 2020, the following is the capital structure of TIA: Authorised Capital : IDR 40,000,000,000 Issued Capital : IDR28,400,000,000 Paid-up Capital : IDR28,400,000,000 The authorised capital of TIA is divided into 40,000,000 shares, with a nominal value of Rp1,000 per share. Based on (i) Deed No. 20 dated 27 December 2023 made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which notification has been received by the MOLHR based on the Acceptance of Notification of Changes in Company Data No. AHU-AH.01.09-0201093 dated 29 December 2023, as registered in the Company Register No. AHU-0263969.AH.01..11.TAHUN 2023 dated 29 December 2023; and (ii) Deed No. 9 dated 10 June 2024, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which notification has been received by MOLHR based on the Receipt of Notification of Changes in Company Data No. AHU-AH.01.09-0213006 dated 12 June 2024, as registered in the Company Register No. AHU-0115530.AH.01.11.TAHUN 2024 dated 12 June 2024, the following composition of the Board of Directors and Board of Commissioners of DDE: Directors Director : Donny Indrasworo Board of Commissioners
Page 14
Commissioner : Feriwan Sinatra 10) PT Pelabuhan Buana Reja (“PBR”) PBR, was established pursuant to Deed of Establishment of Limited Liability Company No. 3 dated 2 December 2010, made before Justriany Koni, S.H., Notary in Jakarta. The Deed has been approved by the MOLHR pursuant to Decree No. AHU-59284.AH.01.01.Year 2010 dated 20 December 2010 and registered in the Company Register under No. AHU-0091834.AH.01.09.Year 2010 dated 20 December 2010. The latest amendment to the articles of association of PBR was made based on Deed No. 45 dated 22 September 2021, made before Bayu Nirwana Sari, SH, M.Kn., Notary in South Tangerang, which was approved by the MOLHR based on Decree No. AHU- 0053352.AH.01.02.TAHUN 2021 dated 30 September 2021, as registered in the Company Register No. AHU-0168075.AH.01.11.TAHUN 2021 dated 30 September 2021. Based on Deed No. 23 dated 21 December 2020, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which notification has been received by MOLHR based on Letter of Acceptance of Notification of Amendment of Articles of Association No. AHU.AH.01.03-0007406 dated 8 January 2021, as recorded in the Register of Companies No. AHU-00002279.AH.01.11.TAHUN 2021 dated 8 January 2021, the following is the capital structure of PBR: Authorised Capital : IDR265,000,000,000 Issued Capital : IDR265,000,000,000 Paid-up Capital : IDR265,000,000,000 The authorised capital of PBR is divided into 265,000,000 shares, with a nominal value of Rp1,000 per share. Based on Deed No. 23 dated 9 September 2022, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in South Tangerang, which notification has been received by MOLHR based on Letter of Acceptance of Notification of Changes in Company Data No. AHU-AH.01.09-0054016 dated 13 September 2022, as registered in the Company Register No. AHU-0180939.AH.01.11.TAHUN 2022 dated 13 September 2022, the following is the composition of the Board of Directors and Board of Commissioners of PBR: Directors Director : Donny Indrasworo Board of Commissioners President Commissioner : Feriwan Sinatra Commissioner : Iman Sjafei 11) PT Agata Nugraha Nastari (“ANN”) ANN, was established pursuant to Deed of Establishment of Limited Liability Company No. 13 dated 28 October 2014, made before Pratiwi Handayani, S.H., Notary in Central Jakarta. The Deed has been approved by the MOLHR based on Decree No. AHU-32150.40.10.2014 dated 30 October 2014 and registered in the Company Register under No. AHU-0112107 dated 30 October 2014. The latest amendment to ANN's articles of association was made based on Deed No. 08 dated 24 April 2020, made before Bayu Nirwana Sari, SH, M.Kn., Notary in South Tangerang, which was approved by the MOLHR based on Decree No. AHU-0033221.AH.01.02.TAHUN 2020 dated 30 April 2020, as registered in the Company Register No. AHU-0076081.AH.01.11.TAHUN 2020 dated 30 April 2020.
Page 15
Based on Deed No. 09 dated 22 October 2019, made before Bayu Nirwana Sari, S.H., M.Kn., Notary
in South Tangerang, which notification has been (i) approved by MOLHR based on Decree No. AHU-
0089329..02.TAHUN 2019 dated 31 October 2019; and (ii) received by MOLHR based on Letter of
Acceptance of Notification of Amendment of Articles of Association No. AHU.AH.01.03-0353851 dated
31 October 2019, as registered in the Company Register No. AHU-0208591.AH.01.11.TAHUN 2019
dated 31 October 2019, the following is the capital structure of ANN:
Authorised Capital : IDR900,000,000,000
Issued Capital : IDR874,810,000,000
Paid-up Capital : IDR874,810,000,000
The authorised capital of ANN is divided into 900,000,000 shares, with a nominal value of Rp1,000 per
share.
Based on Deed No. 15 dated 20 May 2024, made before Bayu Nirwana Sari, S.H., M.Kn., Notary in
South Tangerang, which notification has been received by the MOLHR based on Letter of Acceptance
of Notification of Changes in Company Data No. AHU-AH.01.09-0204509 dated 21 May 2024, as
registered in the Company Register No. AHU-0097695.AH.01.11.TAHUN 2024 dated 21 May 2024, the
following is the composition of the Board of Directors and Board of Commissioners of ANN:
Directors
Director : Feriwan Sinatra
Board of Commissioners
Commissioner : Achmad Ananda Djajanegara
(the Debtors and the Guarantors are hereinafter referred to as “Obligors”).
2. VALUE, TERMS AND CONDITIONS OF THE FINANCING FACILITY TRANSACTION
TAKEN
a. Financing Facility Value
USD395,000,000 (three hundred ninety-five million United States Dollars).
b. Principal Debt Payment Due
84 (eighty four) months from the date of signing of the Financing Facility Agreement, or no later than
23 March 2031, whichever is earlier.
c. Interest and Interest Payment Term
The interest rate on each Financing Facility for each interest period is a percentage rate per annum of
the aggregate:
1) A margin of 2.50% (two point five zero per cent) per annum; and
2) The reference interest rate corresponds to the Secured Overnight Financing Rate (SOFR).
d. Restrictions
Restrictions in the Financing Facility Agreement, including among others:
1) The Obligor shall promptly obtain, enforce, renew, extend, comply with and do all things
necessary to maintain the full force and effect and provide the Facility Agent through the Obligors’
agent with a certified copy of any authorisation required under Indonesian law or regulation to
Page 16
enable the Obligor to carry on its business, business, trade and ordinary course of business and
perform its obligations under the Finance Documents to which it is a party and to ensure the
validity, enforceability, enforceability or admissibility in evidence in Indonesia, in respect of the
Finance Documents to which it is a party;
2) The Obligor shall (and cause each group member to) comply in all respects with all laws of the
place to which the relevant Obligor is subject;
3) The Obligor may not (and the Obligor will ensure that each member of the group) enter into a
transaction with any party (including with its affiliates) except on the condition that the transaction
is on an arm's length basis;
4) Prior to any material amendment to its articles of association, the Obligor shall notify the Facility
Agent in writing within a maximum period of 5 (five) Business Days of any request or proposal to
make a material amendment to its articles of association;
5) Prior to obtaining the prior written consent of the Creditors (which consent will not be
unreasonably withheld), the Obligor and, using its reasonable and best endeavours, any member
of the group may not change its legal entity status, principal line of business or make any
reduction in capital, including redeeming, repurchasing, returning, reducing or repaying any of its
share capital or making any distribution of assets or capital to its shareholders or entering into
any agreement to do so or making any repayment in respect of any loan or other debt to the
shareholders of the relevant Obligor;
6) The Obligor shall ensure that there is no change in shareholding by RMH in RJR and that the
shareholding held by RJR in GEMS is at least 30% (thirty per cent);
7) RJR will always have the ability to exercise its rights as a shareholder, directly or indirectly, of
GEMS and its subsidiaries, in accordance with the terms and rights granted to RJR;
8) The Obligor (and the Obligor will ensure that each member of the group) shall not without the
prior written consent of the Creditors create, attach or authorise any security over any of its
assets;
9) The Obligor (and the Obligor will ensure that each member of the group) shall not without the
prior written consent of the Creditors sell, transfer or otherwise dispose of any of its rights and
interests in any of its assets and sell, transfer or otherwise dispose of any of its material
receivables on a right of regression basis in the circumstances in which the arrangement or
transaction is entered into, including as a means of obtaining financial debt or financing the
purchase of an asset;
10) RJR will not make any dividends, distributions or any other payments (including management,
advisory or other fees) to its shareholders, except for authorised distributions; and
11) Anti-layering.
e. Security
This Financing Facility is guaranteed by the Company and certain subsidiaries, and guaranteed by:
1) pledge of RJR’s accounts opened at PT Bank Mandiri (Persero) Tbk. as the account bank;
2) pledge of RJR shares held by RMH;
3) pledge of GEMS shares owned by RJR; and
4) other documents entered into from time to time pursuant to Article 20.31 of the Financing Facility
Agreement.
On 22 October 2024, the Obligors have executed the relevant security documents for the benefit of the
Security Agent (acting for and on behalf of the Financing Parties under the Financing Facility
Agreement). The following is information regarding the guarantee documents signed by each Obligor:
1) Pledge Agreement on Accounts
The Account Pledge Agreement is made in Deed of Bank Account Pledge Agreement No. 41, dated 22
October 2024, made before Muhammad Hanafi, S.H., Notary in South Jakarta, signed by and between
Page 17
RJR as pledgor and Collateral Agent as pledgee, related to the pledge of RJR’s accounts opened at
PT Bank Mandiri (Persero) Tbk.
2) RJR Share Pledge Agreement
The pledge agreement on RJR's shares is made in Deed of Share Pledge Agreement No. 41 dated 22
October 2024, made before Muhammad Hanafi, S.H., Notary in South Jakarta, signed by and between
RMH as pledgor and Collateral Agent as pledgee, related to the pledge of all shares owned by RMH in
RJR. In addition, in relation to the pledge of RMH’s shares in RJR, Deed of Power of Attorney to Sell
Shares No. 43 dated 22 October 2024 and Deed of Irrevocable Power of Attorney to Vote No. 44 dated
22 October 2024, both made before Muhammad Hanafi, S.H., Notary in South Jakarta, were signed by
and between RMH as the pledgor and the Collateral Agent as the pledgee.
3) GEMS Share Pledge Agreement
The pledge agreement on GEMS shares is made in Deed of Share Pledge Agreement No. 45 dated 22
October 2024, made before Muhammad Hanafi, S.H., Notary in South Jakarta, signed by and between
RJR as pledgor and Collateral Agent as pledgee, related to the pledge of GEMS shares owned by RJR.
In addition, in relation to the pledge of RJR's shares in GEMS, Deed of Power of Attorney to Sell Shares
No. 46 dated 22 October 2024 and Deed of Irrevocable Power of Attorney to Vote No. 47 dated 22
October 2024, both made before Muhammad Hanafi, S.H., Notary in South Jakarta, were signed by
and between RJR as the pledgor and the Collateral Agent as the pledgee.
4) Financing Facility Agreement (related to the provision of coverage by the Guarantors)
The Guarantors participated in signing the Financing Facility Agreement which contained provisions
regarding the provision of corporate guarantees by the Guarantors jointly and severally, to guarantee
the obligations of the Debtors to the Financing Parties based on the Financing Facility Agreement.
3. PURPOSE OF USE OF FINANCING FACILITY
The Debtors shall utilise any amounts borrowed under the Financing Facility Agreement only for the
following purposes:
1) repay the loan up to USD192,620,000 (one hundred ninety two million six hundred twenty
thousand United States Dollars), in accordance with the Deed of Syndicated Credit Agreement
No. 19 dated 9 September 2022 made by RJR as debtor, before Muhammad Hanafi, S.H., Notary
in South Jakarta, as amended and restated based on the amendment agreement dated 14
September 2023;
2) repay loans up to USD124,998,667 (one hundred and twenty-four million nine hundred and
ninety-eight thousand six hundred and sixty-seven United States Dollars), in connection with the
related party agreements obtained by RJR, namely:
(i) Agreement No. 01/RWA-RJR/PERJ/VIII/2022 dated 6 November 2023 in the amount of
USD100,000,000 (one hundred million United States Dollars) and Rp400,000,000,000 (four
hundred billion Rupiah), made by and among (i) RJR as borrower; and (ii) RMH as lender,
which as of 30 September 2024 has an outstanding value of (i) USD35.600,000 (thirty-five
million six hundred thousand United States Dollars) and (ii) IDR 85,708,290,871 (eighty-five
billion seven hundred eight million two hundred ninety thousand eight hundred seventy-one
Rupiah);
(ii) Agreement No. 15A/TIA-RJR/PERJ/VIII/2022 dated 4 December 2023 in the amount of
USD90,000,000 (ninety million United States Dollars) and Rp600,000,000,000 (six hundred
billion Rupiah), made by and among (i) RJR as borrower; and (ii) TIA as lender, which as at
Page 18
30 September 2024 has an outstanding value of USD63,120,917 (sixty-three million one
hundred twenty thousand nine hundred seventeen United States Dollars); and
(iii) non-trade payables:
(a) non-trade payables of RMH with an outstanding value as of 30 September 2024 of
USD5,837,238 (five million eight hundred thirty-seven thousand two hundred thirty-eight
United States Dollars) and IDR24,307,068,807 (twenty-four billion three hundred seven
million sixty-eight thousand eight hundred seven Rupiah); and
(b) non-trade payables of TIA with an outstanding value as of 30 September 2024 of
USD13,002,811 (thirteen million two thousand eight hundred eleven United States
Dollars) and IDR5,269,004,369 (five billion two hundred sixty nine million four thousand
three hundred sixty nine Rupiah).
3) repay the loan/financing in its entirety up to USD77,381,333 (seventy-seven million three hundred
eighty-one thousand three hundred thirty-three United States Dollars), in respect of:
(i) Facility A, as defined in the Deed of Syndicated Credit Agreement No. 15 dated 26 October
2021 made by the Company and PT Cipta Kridatama as debtor, before Fathiah Helmi, S.H.,
Notary in South Jakarta;
(ii) senior notes in the name of the Company as issuer listed on Singapore Exchange Securities
Trading Limited with Mandiri Securities Pte. Ltd. and Deutsche Bank as joint lead managers,
in the principal amount of USD200,000,000 (two hundred million United States Dollars), with
an interest rate of 9.500% which will mature on 5 August 2026 of which as at 30 September
2024 the outstanding principal amount was USD160,000,000 (one hundred and sixty million
United States Dollars);
(iii) payment of RJR dividends to shareholders; or
(iv) working capital of the Company and RJR (including the subsidiaries that are Guarantors
under this Financing Facility Agreement).
4. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE CONTINUATION OF THE
FINANCIAL FACILITY TRANSACTION AND THE EFFECT OF THE FINANCIAL FACILITY
TRANSACTION ON THE FINANCIAL CONDITION OF THE COMPANY
Explanation, Consideration and Rationale for Financing Facilities Transaction
The Financing Facility of USD395,000,000 from PT Bank Mandiri (Persero) Tbk is expected to be a
source of funding for the Company to conduct Optional Redemption Transactions. In addition, with the
financing to repay the Company’s and RJR’s debt, it can reduce interest expense and extend maturity,
so that the Company and RJR can use the Company’s cash for the development of the Company's
activities.
Effect of Transaction on the Company’s Financial Condition
With the Optional Redemption Transaction, it will reduce the Company’s interest expense and extend
the maturity date, thus having a good impact on the financial condition of the Company and RJR, and
the Company and RJR can use the Company’s cash for development activities. The Company and RJR
are projected to be able to consistently fulfil all the restrictions of the Creditors.
5. AFFILIATION BETWEEN THE COMPANY, RJR, AND THE GUARANTORS
Page 19
The Company has an affiliation with RJR and the Guarantors where RJR and the Guarantors
are controlled companies of the Company, either directly or indirectly.
In addition, the similarity of the Board of Directors and Board of Commissioners between the
Company, RJR and the Guarantors is explained as follows:
Company RJR CK CKB SSB RMH ATR BDD PWP TIA DDE PBR ANN
AAD6 PD1 C C C C C C
HM7 D2 D
FS8 D D PC PC C C C PC D
HCM9 D
RHM10 KU3
MHA11 K4
ATS12 KI5
MTH13 KI
YFR14 D
IS15 DU C C C
EP16 D D
JTB17 D
IH18 D
AT19 D D D
DK20 D
MW21 DU
ARS22 PC
1
PD: President Director.
2
D: Director.
3
PC: President Commissioner.
4
C: Commissioner.
5
KI: Independent Commissioner.
6
AAD: Achmad Ananda Djajanegara.
7
HM: Haris Mustarto.
8
FS: Feriwan Sinatra.
9
HCM: Hans Christian Manoe.
10
RHM: Rachmat Mulyana Hamami.
11
MHA: Mivida Hamami.
12
ATS: Arief Tarunakarya Surowidjojo.
13
MTH: Manggi Taruna Habir.
14
YFR: Yul Farmansyah Rusli.
15
IS: Iman Sjafei.
16
EP: Ety Puspitasari.
17
JTB: Johan Timorhy Budisusetija.
18
IH: Iwan Hermawan.
19
DI: Donny Indrasworo.
20
DK: Dadik Kiswanto.
21
MW: Meidi Wibowo.
22
ARS: Antonius Roni Setyawan.
STATEMENT OF THE COMPANY’S BOARD OF COMMISSIONERS AND DIRECTORS
1. This Disclosure of Information is complete and in accordance with the provisions of POJK No.
17/2020.
2. The transaction of obtaining the Financing Facility is a material transaction as referred to in
POJK No. 17/2020. The provision of guarantees provided by the Company and its subsidiaries
in the Financing Facility Agreement constitutes an affiliated transaction as referred to in POJK
No. 42/2020. However, the Financing Facility transaction and the granting of guarantees are
exempted from the obligation to use an Appraiser and the obligation to obtain GMS approval
based on POJK No. 17/2020 and POJK 42/2020, considering that the Financing Facility is
received directly from the bank and the guarantee is given to the bank.
3. All material information has been disclosed and the information is not misleading.
Page 20
ADDITIONAL INFORMATION
If you need further information about the transaction, please contact the Company at the address:
PT ABM Investama Tbk.
Head Office
TMT Building 1, 18th Floor, Suite 1802
Jl. Cilandak KKO No. 1,
South Jakarta, 12560, Indonesia
Tel: +62-21-299-76767
Facsimile: 021-2997-6768
Email: corporate.secretary@abm-investama.co.id
Website: www.abm-investama.com
Names mentioned 50 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×3
unresolved
org
Indonesia Stock Exchange
p.2 ×2
unresolved
org
Purwantono
p.2
unresolved
org
Young Global Limited
p.2
unresolved
org
Minister of Law and Human Rights
p.3 ×2
unresolved
org
Bapepam-LK
p.3 ×2
unresolved
person
Muhammad Hanafi
· Notaris
p.3 ×15
unresolved
org
PT Reswara Minergi Hartama
p.4
unresolved
org
PT Cipta Kridatama
p.5 ×3
unresolved
person
Fathiah Helmi
· Notaris
p.5 ×3
unresolved
org
Singapore Exchange Securities Trading Limited
p.6 ×2
unresolved
org
Mandiri Securities Pte. Ltd.
p.6 ×2
unresolved
person
Poerbaningsih Adi Warsito
· Notaris
p.7 ×4
unresolved
person
Bayu Nirwana Sari
· Notaris
p.7 ×63
unresolved
person
Djumini Setyoadi
· Notaris
p.7 ×10
unresolved
person
Ir. Yul Farmansyah Rusli
p.7
unresolved
org
PT Cipta Krida Bahari
p.7
unresolved
org
PT Sanggar Sarana Baja
p.8
unresolved
person
Kartini Muljadi
· Notaris
p.8
unresolved
org
District Court
p.8
unresolved
person
Justriany Koni
· Notaris
p.9 ×4
unresolved
org
PT Alfa Trans Raya
p.10
unresolved
person
Karlita Rubianti
· Notaris
p.10
unresolved
org
PT Baruna Dirga Dharma
p.10
unresolved
org
Minister of Law
p.10
unresolved
org
PT Prima Wiguna Parama
p.11
unresolved
org
PT Tunas Inti Abadi
p.12
unresolved
person
Veronica Nataadmadja
p.12
unresolved
person
Dadik Kiswanto
· Director
p.13
unresolved
org
PT Dianta Daya Embara
p.13
unresolved
person
Muslim
· Notaris
p.13
unresolved
org
PT Pelabuhan Buana Reja
p.14
unresolved
org
PT Agata Nugraha Nastari
p.14
unresolved
person
Pratiwi Handayani
· Notaris
p.14
unresolved
org
Bank Account Pledge Agreement
p.16
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