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20241219_ADRO_Informasi Transaksi Afiliasi_31830150_lamp2.pdf
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INFORMATION DISCLOSURE TO THE SHAREHOLDERS ON AN
AFFILIATED-PARTY TRANSACTION OF
PT ALAMTRI RESOURCES INDONESIA TBK (“THE COMPANY”)
This information disclosure to the shareholders on the affiliated-party transaction (hereinafter referred
to as “Information Disclosure”) was prepared to inform the Company’s shareholders on the signing
of a loan agreement between PT Adaro Clean Energy Indonesia (“ACEI”), a limited-liability company
whose shares are 99.99% (ninety-nine point ninety-nine percent) directly owned by the Company, and PT
Batam Sarana Surya (“BSS”), a limited-liability company whose shares are 65.17% (sixty-five point one
seven percent) indirectly owned by the Company.
This transaction fulfills the definition of affiliated-party transaction as set forth in Indonesian Financial
Services Authority’s Regulation number 42/POJK.04/2020 on Affiliated-Party Transactions and Conflict
of Interest Transactions (“POJK 42/2020”).
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS, EITHER
SEVERALLY OR JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY OF THE
INFORMATION DISCLOSURE AND THE AMENDMENT AND/OR ADDITION TO THE
INFORMATION DISCLOSURE, IF ANY.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS HEREBY
DECLARE THAT THE INFORMATION AS DISCLOSED IN THIS INFORMATION DISCLOSURE
IS COMPLETE, AND AFTER A DUE AND CAREFUL EXAMINATION, EMPHASIZE THAT THE
INFORMATION STATED IN THIS INFORMATION DISCLOSURE IS TRUE, AND THAT THERE
ARE NO RELEVANT AND MATERIAL FACTS OMITTED OR ELIMINATED IN SUCH A WAY
THAT CAUSE THE INFORMATION PROVIDED HEREIN TO BE UNTRUE AND/OR
MISLEADING.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS DECLARE
THAT THIS AFFILIATED-PARTY TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF
INTEREST.
PT Alamtri Resources Indonesia Tbk
Business activities:
Operating head office activities and management consultation (for the businesses of subsidiaries operating in
mining, excavation, mining support services, large-scale trading, logistics, warehousing, and logistics support
activities, cargo handling (stevedoring), sea port service activities, plant agriculture, construction, engine repair
and installation, power provision, water treatment, forestry and industry)
Head office:
Menara Karya, 23rd floor
Jl. H.R. Rasuna Said, Blok X‐5, Kav. 1‐2, Jakarta 12950, Indonesia
Email: corsec@adaro.com, corsec@alamtri.com
Website: www.alamtri.com
This information is issued in Jakarta on Desember 19th 2024
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DEFINITION
Affiliation: defined as set forth by article 1 of the Capital Market Law or
POJK 42/2020
US$: United States dollar
Director(s): (a) member(s) of the Company’s Board of Directors holding such
position on the issuance date of this Information Disclosure
Commissioner(s): (a) member(s) of the Company’s Board of Commissioners
holding such position on the issuance date of this Information
Disclosure
SOFR: Secured Overnight Financing Rate
Independent Appraiser: the Office of Appraisal Services of Desmar, Susanto, Salman dan
Rekan, an independent appraiser registered with the FSA, which
has been appointed by the Company to appraise the fair value
and/or fairness of the Transaction
Company: PT Alamtri Resources Indonesia Tbk (formerly PT Adaro Energy
Indonesia Tbk), a publicly-listed company duly established and
organized under the law of the Republic of Indonesia and
domiciled in Jakarta, Indonesia
Controlled Company: as defined by POJK 42/2020
Affiliated-Party Transaction: as defined by POJK 42/2020
POJK 42/2020: FSA’s Regulation number 42/POJK.04/2020 on Affiliated-Party
Transactions and Conflict of Interest Transactions
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I. INTRODUCTION
ACEI and BSS executed an Affiliated-Party Transaction by signing a loan agreement on December
17th 2024 under which ACEI granted to BSS a loan amounting up to US$7,600,000 (seven million
six hundred thousand United States dollars) (“Loan Agreement”).
Pursuant to article 4 point (1) of POJK 42/2020, the execution of the Affiliated-Party Transaction
must employ an appraiser to determine the fair value of the object of the Affiliated-Transaction
and/or the fairness of the transaction, and needs to be published to the public. In order to fulfill the
provision of POJK 42/2020, the Company’s Board of Directors issued this Information Disclosure
to convey information to the Company’s shareholders on such Affiliated-Party Transaction.
The Independent Appraiser Report used a reference is the Report of Fairness Opinion of the Office
of Appraisal Services of Desmar, Susanto, Salman dan Rekan number 00066/2.0142-
00/BS/02/0177/1/XII/2024 of December 5th, 2024 (“Appraiser’s Report”). The Appraiser’s Report
gives a [fair] opinion on the Loan Agreement.
This Affiliated-Party Transaction has been through the procedure as set forth in article 3 of POJK
42/2020 and executed in accordance with the generally applicable business practices.
This Affiliated-Party Transaction is not a conflict-of-interest transaction as set forth in POJK 42/2020
and does not fulfil the definition of a Material Transaction as specified in the FSA regulation No.
17/POJK.04/2020 on Material Transactions and Changes to Business Activities (“POJK 17/2020”)
because the total value of this transaction is less than 20% (twenty percent) of the Company’s total
equity value as stated in the Company’s Financial Statements of June 30th, 2024 on which a limited
review has been conducted by Public Accountant Rintis, Jumadi, Rianto & Rekan, amounting to
US$7,700,589 (in thousand of United States dollars).
II. BRIEF DESCRIPTION ON THE TRANSACTION AND THE EFFECT OF THE TRANSACTION TO
THE COMPANY’S FINANCIAL CONDITION
A. DESCRIPTION OF THE TRANSACTION
i. Rationale, Background, and Benefits of the Transaction
The Company is committed to developing its business in the non coal mining sector. The aim
is to create more balanced business portfolio that contributes more to long-term value
creation. In this effort, the Company also plans to integrate renewable energy into its
business portfolio, which is in line with the global trend toward sustainability. By developing
green energy projects and capitalizing innovative technology, the Company will not only
strengthen its competitiveness, but also bring positive impacts on the environment and the
society.
The Company is developing renewable energy projects through ACEI and its subsidiaries.
BSS as one of ACEI’s subsidiaries is currently developing a renewable energy project at
Riau Islands. Therefore, ACEI is executing the Loan Agreement with BSS to realize the
development of the said project.
On the other side, currently renewable energy promises considerably high potential
profitability and liquidity.
ACEI and BSS also always ensure review of risk profile, good investment diversification, and
regular monitoring and balancing of investment portfolio.
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ii. Brief Description on the Transaction
On December 17th, 2024, ACEI and BSS signed the Loan Agreement whereby ACEI granted a
loan to BSS.
The details on the Loan Agreement are as follows:
• Loan principal value: US$7,600,000
• Interest rate: Term SOFR plus 1.70% per annum
• Maturity date: December 31st, 2025
• Loan purpose: for investments and BSS’ project development
Pursuant to article 5 point (e) of POJK 42/2020, the Company is not required to apply the
procedure as explained in article 3 of POJK 42/2020 and not obliged to fulfil the provision as
explained in article 4 point (1) of POJK 42/2020 in the event that on a future date there is any
transaction extending from this Loan Agreement, whereas this Loan Agreement serves as the
initial transaction that forms the basis of such future transaction provided that the terms and
conditions of this Loan Agreement do not encounter any change that may incur detrimental
effects to the Company.
iii. Parties to the Transaction
1. The Company as a controlling party of ACEI and BSS
Brief history
The Company was established based on the Deed of Establishment made before Notary
Sukawaty Sumadi, S.H., a Notary in Jakarta, number 25 of July 28 th, 2004. The
Company’s deed of incorporation was announced in the State Gazette of the Republic of
Indonesia number 59 of July 25th, 2006, Supplement to State Gazette number 8036, and
approved by the Minister of Law and Human Rights of the Republic of Indonesia by
Decree number C-21493 HT.01.01.TH.2004 of August 26th, 2004. The Company’s
Articles of Association have been amended several times with the latest amendment by
the Company’s Deed of Meeting Resolutions number 55 of November 18th, 2024 made
before Notary Humberg Lie, S.H., S.E., M.Kn., a Notary in North Jakarta. Such
amendment to the Articles of Association has been approved by the Minister of Law of
the Republic of Indonesia by the decree number AHU‐ 0074064.AH.01.02.TAHUN 2024
of November 19th, 2024.
Management and supervision
Based on the notarial deed number 44 of May 22nd, 2023 made before Humberg Lie,
S.H., S.E., M.Kn., a notary in North Jakarta, which has been received by the Minister of
Law and Human Rights of the Republic of Indonesia as confirmed by the Receipt of the
Notification on the Change in the Company’s Data number AHU-AH.01.09- 0121980 of
May 29th, 2023, and based on the Company’s Deed of Meeting Resolutions number 8 of
June 4th, 2024 made before Notary Humberg Lie, S.H., S.E., M.Kn., a Notary in North
Jakarta, which has been notified to the Minister of Law and Human Rights of the Republic
of Indonesia based on the Receipt of the Notification on the Change in the Company’s
Data number AHU‐AH.01.09‐0209993 of June 4th, 2024, the compositions of the
Company’s Board of Directors and Board of Commissioners are as follows:
Board of Commissioners
President Commissioner: Edwin Soeryadjaya
Vice President Commissioner: Theodore Permadi Rachmat
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Commissioner: Arini Saraswaty Subianto
Independent Commissioner: Mohammad Effendi
Independent Commissioner: Budi Bowoleksono
Board of Directors
President Director: Garibaldi Thohir
Vice President Director: Christian Ariano Rachmat
Director: Michael William P. Soeryadjaya
Director: Iwan Dewono Budiyuwono
Director: M. Syah Indra Aman
Director: Julius Aslan
2. ACEI
Brief history
ACEI is a Controlled Company of the Company. ACEI was established based on the Deed
of Establishment made before Notary Humberg Lie, S.H., S.E., M.Kn., a Notary in Jakarta,
number 28 of November 16th, 2021. ACEI’s deed of establishment was approved by the
Minister of Law and Human Rights of the Republic of Indonesia by Decree number AHU-
0072871.AH.01.01 of November 16th, 2021, which has been amended by a notarial deed
of Humberg Lie, S.H., S.E., M.Kn. No. 38 of December 12th, 2022. Such amendment to
the Articles of Association has been approved by the Minister of Law and Human Rights
of the Republic of Indonesia based on the Decree number AHU-0090284.AH.01.02.
Tahun 2022 of December 13th, 2022.
ACEI has the purposes and objectives to operate in the areas of management
consultancy, business consultancy and business brokerage, power utility plant
operations, other power supports, and power control and distribution equipment industry.
Management and supervision
Based on the notarial deed of Humberg Lie, S.H., S.E., M.Kn. number 28 of November
16th, 2021, which has been approved by the Minister of Law and Human Rights of the
Republic of Indonesia by Decree number AHU-0072871.AH.01.01 of November 16th,
2021, the compositions of ACEI’s Board of Commissioners and Board of Directors are as
follows:
Board of Commissioners
President Commissioner: Garibaldi Thohir
Commissioner: Mohammad Syah Indra Aman
Board of Directors
President Director: Christian Ariano Rachmat
Director: Susanti
3. BSS
Brief history
BSS is a Controlled Company of the Company. BSS was established based on a Notarial
Deed made before Notary Humberg Lie, S.E., M.Kn., a Notary in Jakarta, number 42, of
November 18th, 2021. BSS’ deed of establishment has been approved by the Minister of
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Law and Human Rights of the Republic of Indonesia by Decree number AHU-
0073555.AH.01.01. of November 18th, 2021, which has been amended several times with
the latest amendment by a notarial deed of Humberg Lie, S.H., S.E., M.Kn, number 73 of
December 20th, 2022. Such amendment has been approved by the Minister of Law and
Human Rights of the Republic of Indonesia as confirmed by decree number AHU-
0093303 of December 23rd, 2022.
BSS has the purposes and objectives to operate in the areas of management
consultancy, business consultancy and business brokerage, power utility plant
operations, other power supports, and power control and distribution equipment industry.
Management and supervision
Based on the notarial deed of Humberg Lie, S.H., S.E., M.Kn. number 15 of August 6th,
2024, which has been approved by the Minister of Law and Human Rights of the Republic
of Indonesia by Decree number AHU-AH.01.09-0237498 of 2024 of August 8th, 2024, the
compositions of BSS’ Board of Commissioners and Board of Directors are as follows:
Board of Commissioners
President Commissioner: Christian Ariano Rachmat
Commissioner: Susanti
Board of Directors
President Director: Dharma Hutama Djojonegoro
Director: Vivi Simampo
Director: Sylvia Trianasari Tambunan
B. NATURE OF THE AFFILIATION OF THE PARTIES CONDUCTING THE TRANSACTION
WITH THE COMPANY
This Loan Agreement transaction is categorized as an Affiliated-Party Transaction as defined
by POJK 42/2020. The following chart presents the Affiliated-Party relationship of ACEI and
BSS, as the parties executing the Affiliated-Party Transaction, with the Company:
The Company
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Notes:
(1) PT Adaro Clean Energy Indonesia
(2) PT Batam Surya Energi
(3) PT Batam Sarana Surya
C. EFFECTS OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION (PRO
FORMA)
The Company’s pro forma balance sheet (thousand of US$)
Balance Sheet Reviewed Transaction Pro forma
June 30th, 2024 June 30th, 2024
Current assets 3,743,451 ‐ 3,743,451
Non-current assets 6,521,012 ‐ 6,521,012
Total Assets 10,264,463 ‐ 10,264,463
Short-term liabilities 1,642,207 ‐ 1,642,207
Long-term liabilities 921,667 ‐ 921,667
Total liabilities 2,563,874 ‐ 2,563,874
Equity 7,700,589 ‐ 7,700,589
The Company’s pro forma profit and loss (thousand of US$)
Profit and Loss Reviewed Transaction Pro forma
June 30th, 2024 June 30th, 2024
Revenue 2,972,835 ‐ 2,972,835
Cost of revenue 1,765,110 ‐ 1,765,110
Gross profit 1,207,725 ‐ 1,207,725
Operating income 1,008,087 ‐ 1,008,087
Profit for the year 880,189 ‐ 880,189
D. EXPLANATION, CONSIDERATION AND RATIONALE FOR EXECUTING THE
TRANSACTION IN COMPARISON WITH THE CONDITION IF A SIMILAR TRANSACTION IS
EXECUTED WITH A NON-AFFILIATED PARTY
The Loan Agreement was executed because it would provide more efficient time and process
compared to executing a loan with a third party. The position of the Company as a holding
company is faced with a challenge in obtaining funding in quite a significant amount.
Therefore, this Loan Agreement will help the Company through ACEI and its subsidiaries to
execute and formulate the group’s strategies.
The documents associated with the Loan Agreement have been prepared to incorporate the
same terms and conditions as those incorporated in transactions made with an unaffiliated party,
thus the terms and conditions of the Affiliated-Party Transaction have been made on an arm’s
length basis.
III. SUMMARY OF THE APPRAISER’S REPORT
Pursuant to article 4 of POJK 42/2020, publicly-listed companies intending to execute an
Affiliated-Party Transaction must use an appraiser’s service to determine the fair value of the
object of the Affiliated-Party Transaction and/or the fairness of the transaction.
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To ensure the fairness of the intended Transaction, the Company appointed an Independent
Appraiser, i. e. the Office of Appraisal Services of Desmar, Susanto, Salman dan Rekan to
provide the fairness opinion on the Loan Agreement, based on the quotation no. 0006/2.0142-
00/PP-B/DSS-01/0177/VIII/2024 of August 12th, 2024, which has been approved by the
Company.
The statement of the appraiser’s report of fairness opinion as presented in the Report on the
Fairness Opinion No. 00066/2.0142-00/BS/02/0177/1/XII/2024 of December 5th, 2024.:
i. Identity of the parties
The Company is the assignor. The parties involved in the transaction are ACEI and BSS,
both of which are Controlled Companies of the Company.
ii. Object of the fairness analysis
The object of the fairness analysis herein is to provide a fairness opinion with regard to
the plan to execute the Loan Agreement between ACEI and BSS, whereby ACEI as the
Loan Creditor agrees to grant a loan in the amount up to US$7,600,000 (seven million six
hundred thousand United States dollars) to BSS with the interest rate of Term SOFR +
1.70% per annum and the maturity date December 31st, 2025 (hereinafter referred to as
“the Planned Transaction”).
iii. Purpose of providing a fairness opinion
The fairness opinion is required for complying with POJK 42/2020.
iv. Assumptions and limiting conditions
The Appraiser’s statement on several assumptions used in compiling this fairness
opinion is:
• This fairness opinion is a non-disclaimer opinion.
• All of the data, statements and information received by the Appraiser from the
management and the data and information available in the public domain, in
particular those concerning the economic and industry data, are deemed
accurate and obtained from the sources of credible accuracy.
• The Appraiser has reviewed the documents used in the process of rendering the
fairness opinion.
• This report of fairness opinion is compiled to fulfill the capital market purposes
and the FSA’s provision and not for tax or other purposes other than the capital
market purposes.
• In conducting the analysis, the Appraiser made a number of assumptions and
depended on the accuracy, reliability and completeness of all financial
information and other information provided by the Company or publicly available,
which in principle was true, complete and not misleading, and the Appraiser is
not responsible for conducting an independent examination on such information.
The Appraiser also relied on the warranty of the Company’s management that
they were not aware of any fact that may cause the information provided for the
Appraiser become incomplete or misleading.
• The Appraiser assumes that from the issuance date of this fairness opinion until the
execution date of the planned corporate action, there will be no changes that may
have material effects on the assumptions used in compiling this fairness opinion. The
Appraiser is not responsible for reaffirming or completing or updating the opinion due
to the changes to the assumptions and conditions or events occurring after the date
of this letter. All disputes in the forms of criminal or civil cases (in or out of court)
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associated with the appraisal object is not under the Appraiser’s responsibility.
• Changes made by the Government or private parties concerning the condition of
the appraisal object, on this matter the market condition, etc., are not within the
Appraiser’s responsibility.
v. Approaches and appraisal method
In compiling this fairness opinion on this Affiliated-Party Transaction, the Appraiser conducted
an analysis through the approaches and appraisal procedure on the planned Affiliated-Party
Transaction that include the following:
a. Analysis on the Planned Transaction
b. Qualitative and quantitative analyses on the Planned Transaction
c. Analyses on the fairness of the Planned Transaction
vi. Fairness opinion on the Loan Agreement
Based on the study and analysis conducted on all associated aspects for determining the positive
impacts of this Planned Transaction either qualitatively or quantitatively, the Appraiser is of the
opinion that the Planned Transaction of loan disbursement in the amount up to US$7,600,000
(seven million six hundred thousand United States dollars) by ACEI to BSS with the interest rate
of Term SOFR+1.70% per annum and maturity date December 31st, 2025 is fair.
IV. BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Directors declares that this Loan Agreement has been made with
sufficient procedure and ensures that the Loan Agreement is executed in accordance with the
generally applicable business practices, i. e. the procedure to compare it with the terms and
conditions of a transaction made between parties who do not have an Affiliated relationship and
made by fulfilling the arm’s-length principle.
V. BOARD OF COMMISSIONERS’ & BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Commissioners and Board of Directors hereby declare that this Loan
Agreement is an Affiliated-Party Transaction which does not contain any conflict of interest.
The Company’s Board of Commissioners and Board of Directors hereby declare that they have
carefully reviewed the information provided with regard to the Loan Agreement as presented in this
Information Disclosure, in addition to affirming that all material information regarding this Loan
Agreement has been disclosed in this Information Disclosure and the material information is true
and not misleading. Subsequently, the Company’s Board of Commissioners and Board of Directors
hereby declare that they hold full responsibility on the accuracy of all information provided in this
Information Disclosure.
VI. ADDITIONAL INFORMATION
The Company’s shareholders wishing to receive further information on the Loan Agreement
transaction explained in this Information Disclosure can contact:
PT Alamtri Resources Indonesia Tbk
Menara Karya 23rd Floor
Jl. H.R. Rasuna Said Block X-5, Kav. 1-2 Jakarta 12950
Indonesia
Email: corsec@adaro.com; corsec@alamtri.com
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Names mentioned 21 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
Salman dan Rekan
p.2 ×3
unresolved
org
Rianto & Rekan
p.3
unresolved
person
Notary Sukawaty Sumadi
· Notaris
p.4
unresolved
org
Minister of Law and Human Rights
p.4 ×7
unresolved
person
Notary Humberg Lie
· Notaris
p.4 ×12
unresolved
org
Minister of Law
p.4 ×2
unresolved
org
PT Batam Surya Energi
p.7
unresolved
org
PT Batam Sarana Surya C. EFFECTS
p.7
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