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The announcement will be made in Bahasa Indonesia and English version
If there is any inconsistency between this version and Indonesian language version,
the Indonesian language version will prevail
CHANGES AND/OR ADDITION TO THE DISCLOSURE OF
INFORMATION TO THE SHAREHOLDERS
IN CONNECTION WITH THE MATERIAL TRANSACTION OF
PT CIKARANG LISTRINDO Tbk
(“Company”)
THIS CHANGES AND/OR ADDITION TO THE DISCLOSURE OF INFORMATION IS PREPARED IN
THE FRAMEWORK OF FULFILLING THE FINANCIAL SERVICES AUTHORITY (“OJK”)
REQUIREMENTS AS REGULATED UNDER OJK REGULATION NO. 17/POJK.04/2020
CONCERNING MATERIAL TRANSACTION AND CHANGE OF BUSINESS ACTIVITIES (“OJK
REGULATION NO. 17/2020”) AND OJK REGULATION NO. 15/POJK.04/2020 CONCERNING PLAN
AND IMPLEMENTATION OF GENERAL MEETING OF SHAREHOLDERS OF PUBLIC COMPANIES
(“OJK REGULATION NO. 15/2020”).
THE CHANGES AND/OR ADDITION TO THE DISCLOSURE OF INFORMATION AND
INFORMATION CONTAINED HEREIN ARE NOT INTENDED TO CONSTITUTE AN OFFERING
DOCUMENT OR ANY OFFER TO SELL OR SUBSCRIPTION OF, OR SOLICITATION OF ANY
OFFER TO BUY OR SUBSCRIBE FOR, EITHER DIRECTLY OR INDIRECTLY, ANY SECURITIES
OF THE COMPANY IN ANY JURISDICTION
INCLUDING IN INDONESIA, SINGAPORE, HONGKONG, EUROPE, AND THE UNITED STATES.
THE NOTES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION OR AN APPLICABLE EXEMPTION
TO THE REGISTRATION.
THE NOTES IS NOT OFFERED OR SOLD IN INDONESIA OR TO ANY INDONESIAN OR ANY
INDONESIA CITIZEN, IN A WAY THAT CONSTITUTE A PUBLIC OFFERING OR DEBT
SECURITIES OFFERING CONDUCTED WITHOUT PUBLIC OFFERING AS SET FORTH IN LAW
NO. 8 OF 1995 REGARDING CAPITAL MARKET AS LASTLY AMENDED BY LAW NO. 4 OF 2023
REGARDING DEVELOPMENT AND STRENGTHENING THE FINANCIAL SECTOR AND EVERY
IMPLEMENTATION REGULATION (INCLUDING BUT NOT LIMITED TO THE OJK REGULATION
NO. 30/POJK.04/2019 REGARDING ISSUANCE OF DEBT AND/OR SUKUK SECURITIES
CONDUCTED WITHOUT PUBLIC OFFERING) AND INFORMATION CONTAINED HEREIN ARE
NOT INTENDED TO CONSTITUTE AN OFFERING DOCUMENT OR ANY OFFER TO BUY, EITHER
DIRECTLY OR INDIRECTLY, ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION
INCLUDING INDONESIA.
THE CHANGES AND/OR ADDITION TO THE DISCLOSURE OF INFORMATION AND
INFORMATION CONTAINED HEREIN ARE PRELIMINARY IN NATURE, AND IN THE EVENT THAT
THERE IS ANY CHANGE OR ADDITIONAL INFORMATION, THEN THE COMPANY MAY PROVIDE
OTHER CHANGES OR ADDITIONAL IMPORTANT INFORMATION AT LEAST 2 (TWO) BUSINESS
DAYS PRIOR TO THE DATE OF THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS (“EGMS”) OF THE COMPANY (“ADDITIONAL INFORMATION”).
THIS CHANGES AND/OR ADDITION TO THE DISCLOSURE OF INFORMATION AND
INFORMATION CONTAINED HEREIN REPRESENTS THE ENTIRETY OF THE INFORMATION,
WHICH IS IMPORTANT TO BE READ AND CONSIDERED BY THE SHAREHOLDERS OF THE
COMPANY IN MAKING A DECISION AT THE EGMS REGARDING THE PROPOSED
TRANSACTION.
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PT CIKARANG LISTRINDO Tbk
Domiciled in South Jakarta, Indonesia
Business Activities:
Generation, transmission, and distribution of electricity to end consumers.
Headquarter office:
World Trade Centre 1, 17th Floor
Jl. Jend. Sudirman Kav. 29-31
Jakarta 12920, Indonesia
Phone. +62 21 522 8122
email: corpsec@listrindo.com
website: www.listrindo.com
Jakarta, 18 November 2024
Board of Directors of the Company
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY,
SEVERALLY OR JOINTLY, SHALL BE FULLY RESPONSIBLE FOR THE ACCURACY AND
COMPLETENESS OF THE INFORMATION AS DISCLOSED IN THIS CHANGES AND/OR
ADDITION TO THE DISCLOSURE OF INFORMATION, AND CONFIRM(S) THAT THE
INFORMATION PROVIDED HEREIN IS TRUE AND THERE IS NO IMPORTANT FACT THAT IS
NOT DISCLOSED OR IS OMITTED, WHICH MAY RESULT IN THE INFORMATION CONTAINED
HEREIN BEING INCORRECT AND/OR MISLEADING.
THERE IS UNCERTAINTY AS TO WHETHER THE COMPANY MAY COMPLETE THE PROPOSED
TRANSACTION IN THE NEAR FUTURE. THE TIME, IMPLEMENTATION, AND OTHER TERMS OF
THE TRANSACTION ARE SUBJECT TO CHANGE DUE TO A NUMBER OF FACTORS,
INCLUDING BUT NOT LIMITED TO THE CONDITIONS IN THE OFFSHORE AND INDONESIAN
MARKETS.
IN COMPLIANCE WITH OJK REGULATION NO. 17/2020 AND THE ARTICLES OF ASSOCIATION
OF THE COMPANY, THE IMPLEMENTATION OF THE PROPOSED TRANSACTION CAN ONLY
BE CONDUCTED FOLLOWING THE APPROVAL OF THE SHAREHOLDERS IN THE EGMS OF
THE COMPANY.
IF YOU HAVE ANY DIFFICULTY UNDERSTANDING THE INFORMATION AS SET FORTH IN THIS
CHANGES AND/OR ADDITION TO THE DISCLOSURE OF INFORMATION, YOU SHOULD
CONSULT WITH LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL ADVISOR OR OTHER
PROFESSIONALS.
THE CHANGES AND/OR ADDITION TO THE DISCLOSURE OF INFORMATION DATED 1
NOVEMBER 2024 CONSTITUTES AS AN INTEGRAL PART OF THE DISCLOSURE OF
INFORMATION DATED 9 OCTOBER 2024.
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DEFINITIONS
Public Accountant : Public Accountant Ratnawati Setiadi and Public Accountant
Office of Purwantono, Sungkoro & Surja, an independent auditor,
which has conducted review over the Company’s Financial
Statements (as defined below).
Securities Administration : PT Datindo Entrycom as the securities administration bureau
Bureau administering the Company’s securities.
Shareholders Register : The Company’s shareholders register issued by the Securities
Administration Bureau.
Director : The incumbent members of the Board of Directors of the
Company at the time this Disclosure of Information is made.
Commissioner : The incumbent members of the Board of Commissioners of the
Company at the time this Changes and/or Addition to the
Disclosure of Information is made.
Company’s Financial : The Company’s unaudited interim consolidated financial
Statements statements as of 30 September 2024 and for the nine-month
period then ended reviewed by the Public Accountant with an
unqualified review results, in all material respects, and in
accordance with Financial Accounting Standards in Indonesia, as
stated in its report No. 00382/2.1032/JL.0/02/06984/1/X/2024
dated 31 October 2024.
MOLHR : Minister of Law and Human Rights of the Republic of Indonesia.
OJK : The Financial Service Authority as set forth under Law No. 21 of
2011 on the Financial Service Authority as lastly amended by Law
No. 4 of 2023 concerning Development and Strengthening of the
Financial Sector.
Initial Purchaser : The initial purchaser is the party whose role is to purchase the
Notes issued by the Company as the issuer and subsequently
resold to investors on a limited basis and not through a public
offering; in general, initial purchaser is an arranger/foreign bank
who is not an affiliated party of the Company.
OJK Regulation No. 42/2020 : OJK Regulation No. 42/POJK.04/2020 concerning Affiliated
Transaction and Conflict of Interest of Certain Transaction.
OJK Regulation No. 17/2020 : OJK Regulation No. 17/POJK.04/2020 concerning Material
Transaction and Amendment of Business Activities.
Company : PT Cikarang Listrindo Tbk, a public limited liability company duly
established and existing under and by virtue of the laws of the
Republic of Indonesia, domiciled in Jakarta Selatan.
Proposed Transaction : The proposed issuance of Notes by the Company which
constitutes a material transaction under OJK Regulation
No. 17/2020.
EGMS : Extraordinary General Meeting of Shareholders.
SGX-ST : Singapore Exchange Securities Trading Limited, the stock
exchange in Singapore.
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2026 Notes : US$550,000,000 in principal amount of 4.95% Notes which was
issued on 14 September 2016 by Listrindo Capital B.V., the
Company’s wholly-owned subsidiary at that time, which Listrindo
Capital B.V. has transferred all rights and obligations of the
2026Notes to the Company as of 25 September 2019.
Considering that this notes matures on 14 September 2026, thus,
it is called the 2026 Notes.
As of the date of this Changes and/or Addition to the Disclosure
of Information, the Company has repurchased US$50,000,000 of
the Senior Notes from open market and has arranged to cancel
the Senior Notes in several stages. The cancellation was effective
and the outstanding balance of the Senior Notes after the
cancellation was US$500,000,000.
Notes : The Notes which will be issued by the Company in the maximum
principal amount of US$500,000,000.
I. RECITAL
To fulfill the OJK Regulation No. 17/2020, the Board of Directors of the Company announces this
Changes and/or Addition to the Disclosure of Information to provide information to the shareholders of
the Company concerning the Company’s intention to issue Notes in the maximum principal amount of
US$500,000,000, which is considered as a material transaction as referred to in OJK Regulation
No. 17/2020. The proceeds will be utilized to partially or wholly redeem the 2026 Notes (including
interest and other fees). The 2026 Notes bear a fixed interest rate of 4.95% payable twice-annually on
14 March and 14 September of each year, and matures on 14 September 2026.
The Proposed Transaction which will be done by the Company constitutes a material transaction under
OJK Regulation No. 17/2020, which transaction is valued at more than 50% of the Company’s equity
value based on the Company’s Financial Statements.
Pursuant to OJK Regulation No. 17/2020, the Board of Directors is required to announce this Changes
and/or Addition to the Disclosure of Information in at least, the Company’s website and Indonesia Stock
Exchange website to provide information to the shareholders of the Company on the Proposed
Transaction which will be conducted by the Company, which must obtain approval at the EGMS of the
Company.
II. INFORMATION REGARDING THE PROPOSED TRANSACTION
A. THE PROPOSED TRANSACTION
1. Reasons and Background
The Proposed Transaction is conducted to increase the Company’s liquidity and to
support the Company’s general funding needs. The liquidity increase will be utilized
to partially or wholly redeem the 2026 Notes (including interest and other fees).
The Notes issuance will be carried out directly by the Company and offered to
non-affiliated parties to the Company, whom are Initial Purchaser of the 2026 Notes
and therefore the Proposed Transaction is not Affiliated Transaction and does not
constitute any Conflict of Interest as set forth in OJK Regulation No. 42/2020.
Listrindo Capital B.V., the Company’s wholly-owned subsidiary at that time, which
Listrindo Capital B.V., has transferred all rights and obligations of the 2026 Notes to
the Company as of 25 September 2019. The Company has disclosed this information
in the Disclosure of Information dated 27 September 2019 with a transaction value of
US$1,998,682.58. Thus, since that time, Listrindo Capital B.V., is not owned by the
Company. We have disclosed this in the Disclosure of Information dated 27
September 2019 and the disclosure of information on the sale of Listrindo Capital B.V.
shares, on 1 October 2019.
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The Notes issuance and the 2026 Notes repayment, including the timing, total value,
maturity, and interest, will depend on market conditions. The Company will consider
the most favorable conditions that align with the Company’s plan to issue Notes and
repay part or all of the 2026 Notes. The Company will also take into account potential
increases or decreases in interest rates and future macroeconomic conditions. The
2026 Notes themselves are still valid until 2026.
There are no objections from any specific parties concerning the Company’s
Proposed Transaction.
Except for listing approval from SGX-ST and approval of the Company’ shareholders
in EGMS, there is no approval from government, other entities or institutions, or any
other third parties are required for the Proposed Transaction.
2. Benefits of the Proposed Transaction to the Company
The Proposed Transaction is expected to extend the maturity period of the Company’s
notes, which may enhance the Company’s liquidity.
Below is the quantitative impact of the Proposed Transaction on the Company’s
financial condition for each account experiencing an increase.
30 Sep 2024 Adjustment 30 Sep 2024
Before transaction After transaction
Cash and cash 150,740,512 (17,773,366) 132,967,146
equivalents
Notes payable 496,714,165 (9,214,165) 487,500,000
Retained earnings 324,431,006 (8,559,201) 314,218,857
*calculated based on the assumption issuance costs of 2.5% of the principal amount.
3. Brief Summary of the Proposed Transaction
a. Object of the Proposed Transaction
The object of the Proposed Transaction is:
The issuance of Notes by the Company, through an international offering to
institutions or other investors outside of Indonesia on a limited basis, which
will be listed on the SGX-ST.
The following is the brief summary regarding the Notes being issued:
i. Issuer:
The Company.
ii. Security:
Notes will not be secured by a certain form of security.
The Company has sufficient funds to fulfill its principal and interest
obligations. The Company's fixed charge coverage ratio stands at 7.8
times. The Company also consistently maintains its financial covenants
as a protective measure for prospective buyers in the event of default.
iii. Total Amount of Notes:
The Notes will be issued in the maximum principal amount of
US$500,000,000.
The exact total amount of the Notes will be disclosed through the
announcement at the Company’s website and Indonesia Stock
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Exchange website by no later than 2 (two) business days as of the
completion of the issuance of the Notes.
iv. Use of Proceed:
The Notes to be issued by the Company in the maximum principal
amount of US$500,000,000 will be used for the refinancing of the 2026
Notes (including interest and other fees). The Company will further
disclose the use of proceed in an additional information published by the
Company by no later than 2 (two) business days as of the completion of
the issuance of the Notes.
v. Maturity of Payment of the Principal Obligation:
The maturity of the Notes is expected to be in a maximum of 10 (ten)
years as of the issuance of the Notes.
More detailed description on the Maturity of Payment of the Principal
Obligation will be disclosed through the announcement at the
Company’s website and Indonesia Stock Exchange website by no later
than 2 (two) business days as of the completion of the issuance of the
Notes.
vi. Interest:
The fixed interest rate is expected to be in a maximum of 7.0% (seven
percent) per annum.
Determination of interest rates is based on market and macroeconomic
conditions at the time the information disclosure was first announced by
the Company.
The exact interest rate of the Notes will be disclosed through the
announcement at the Company’s website and Indonesia Stock
Exchange website by no later than 2 (two) business days as of the
completion of the issuance of the Notes.
vii. Maturity for the Interest Payment:
Interest to be paid every 6 (six) months.
viii. Restrictions:
The restrictions in agreements related to the issuance of Notes are
standard restrictions applied to similar transactions intended to protect
the notes holders. These restrictions will be detailed in the Indenture or
Trust Deed to be signed by the Company. Details on these restrictions
will be disclosed through announcements on the Company’s website
and the Indonesia Stock Exchange website no later than two (2)
business days after the completion of the Proposed Transaction.
In negotiating the proposed agreements, the Company is committed to
considering the interests of public shareholders.
ix. Initial Purchasers:
Information regarding the initial purchasers will be available at the time
of the Notes offering. The Company will disclose a brief background of
the initial purchasers through announcements on the Company’s
website and the Indonesia Stock Exchange website no later than two
(2) business days after the completion of the Notes issuance.
b. Value of the Proposed Transaction
The value of the Proposed Transaction will be issued in the maximum
principal amount of US$500,000,000, which is valued at more than 50% (fifty
percent) of the Company’s equity value based on the Company’s Financial
Statements.
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c. Parties Involved in the Proposed Transaction
The following is a brief description on the Parties Involved in the Proposed
Transaction:
i. The Company as the Issuer
Brief Description
The Company is a public limited liability company duly established
and existing under the laws of the Republic of Indonesia based on
Deed of Establishment No. 187 dated 28 July 1990 as amended with
(i) Deed of Amendment No. 22 dated 22 June 1991 and (ii) Deed of
Amendment No. 29 dated 26 July 1991, all drawn up before Lukman
Kirana, S.H., Notary in Jakarta, which have been approved by
MOLHR based on Decree No. C2-5479.HT.01.01.TH’91 dated
5 October 1991, and registered on the District Court of Central Jakarta
under (i) No. 1657/1992, (ii) No. 1658/1992, and (iii) No. 1659/1992,
all dated 29 June 1992, and published in State Gazette No. 88 dated
2 November 1993, Supplement No. 5163 (“Company’s Deed of
Establishment”).
The Company’s Deed of Establishment has been amended several
times, lastly based on Deed of Meeting Resolution No. 09 dated 8
November 2021, drawn up before Edward Suharjo Wiryomartani,
S.H., M.Kn., Notary in West Jakarta, which have been approved by
MOLHR based on Decree No. AHU-0063287.AH.01.02.TAHUN 2021
dated 10 November 2021 and registered on the Companies Register
under No. AHU-0196981.AH.01.11.TAHUN 2021 dated 10 November
2021 (“Deed No. 09/2021”).
Business Activities
According to Article 3 of the Company's Articles of Association, most
recently amended by Deed No. 09 drawn up before Edward Suharjo
Wiryomartani, S.H., M.Kn. dated 8 November 2021 (“Articles of
Association”), the purpose and objectives of the Company is the
generation, transmission, and distribution of electrical energy to
consumers. The activities encompassed include operating generation
facilities that produce electrical energy, managing transmission
systems, and distributing to end consumers, as well as sales to
consumers and supporting electricity activities.
To achieve these purposes, the Company may conduct business
activities as detailed below: electricity generation; electricity
transmission; electricity distribution; electricity sales; generation,
transmission, distribution, and sales of electricity as a single business
entity; generation, transmission, and sales of electricity as a single
business entity; generation, distribution, and sales of electricity as a
single business entity; distribution and sales of electricity as a single
business entity; operation of electricity supply installations; operation
of electricity utilization installations; and other supporting electricity
activities.
As of the date of this Changes and/or Addition to the Disclosure of
Information, the Company has conducted all business activities in
accordance with Article 3 of the Company's Articles of Association,
except for the operation of electricity supply installations and the
operation of electricity utilization installations.
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Capital Structure and Shareholders Composition
Capital Structure
As stipulated under Deed No. 09/2021, the capital structure of the
Company is as follows:
Authorized Capital : IDR 11,582,752,000,000
Issued Capital : IDR 3,217,431,200,000
Paid-up Capital : IDR 3,217,431,200,000
The Authorized Capital of the Company consists of 57,913,760,000
shares with a nominal value of IDR 200 per share.
Shareholders Composition
The shareholders composition of the Company as of this Changes
and/or Addition to Disclosure of Information based on the
Shareholders Register dated 30 September 2024 issued by the
Securities Administration Bureau, is as follows:
Shareholder Number of Percentage of
Shares Ownership
PT Brasali Industri : 4,285,134,845 26.64%
Pratama
PT Pentakencana : 4,285,064,945 26.64%
Pakarperdana
PT Udinda Wahanatama : 4,903,778,030 30.48%
Public : 2,331,816,150 14.49%
Treasury shares : 281,362,030 1.75%
TOTAL : 16,087,156,000 100.000%
The composition of the Board of Directors and Board of
Commissioners
In accordance with the Deed of Shareholders Resolution No. 11 dated
12 June 2024, drawn up before Edward Suharjo Wiryomartani, S.H.,
M.Kn., Notary in West Jakarta, which has been notified to MOLHR
based on Acknowledgement Letter of Amendment of Company’s
Data No. AHU-AH.01.09-0216016 dated 20 June 2024 and registered
on the Companies Register under No. AHU-
0121623.AH.01.11.TAHUN 2024 dated 20 June 2024, the
composition of the Board of Directors and Board of Commissioners of
the Company is as follows:
Board of Commissioners
President Commissioner : Sutanto Joso
Commissioner : Iwan Putra Brasali
Commissioner : Fenza Sofyan
Commissioner : Djeradjat Janto Joso
Independent Commissioner : Ir. Kiskenda Suriahardja
Independent Commissioner : Drs. Josep Karnady
Board of Directors
President Director : Andrew Kukkutahlie Labbaika
Vice President Director : Png Ewe Chai
Director : Matius Sugiaman
Director : Christanto Pranata
Director : Richard Noel Flynn
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Financial Information Higlights
Unaudited interim consolidated financial information highlights as of
30 September 2024 and for the nine month period then ended have
been reviewed by Ratnawati Setiadi, Public Accountant from the
Public Accounting Firm of Purwantono, Sungkoro and Surja with the
review results that the consolidated financial statements presented
fairly in all material respects and in accordance with Financial
Accounting Standards, as stated in their report No.
00382/2.1032/JL.0/02/06984/1/X/2024 dated 31 October 2024.
PT Cikarang Listrindo Tbk and its Subsidiary
Interim Consolidated Statement of Financial Position as of 30 September 2024 (Reviewed)
30 September 2024 31 December 2023
(in US$) (in US$)
ASSET
CURRENT ASSETS
Cash and cash equivalents 150,740,512 244,291,095
Trade receivables – net 55,158,783 58,614,727
Other receivables 11,648,786 3,273,075
Finance lease receivables 249,904 230,574
Inventories – net 63,747,084 68,742,158
Advances 3,536,909 4,226,000
Prepaid expenses 1,480,278 766,878
Investments 312,772,444 176,163,985
TOTAL CURRENT ASSETS 599,334,700 556,308,492
NON-CURRENT ASSETS
Finance lease receivables – net of current 5,676,394 5.817.572
maturities
Advances for purchases of property, plant, 3,622,576 3.384.548
and equipment
Right-of-use assets – net 4,563,408 4.990.301
Property, plant and equipment – net 734,929,616 742.671.964
Investment property – net 9,364,580 9.672.175
Other non-current assets 1,042,853 1.384.236
TOTAL NON-CURRENT ASSETS 759,199,427 767.920.796
TOTAL ASSETS 1,358,534,127 1,324,229,288
LIABILITY AND EQUITY
LIABILITIES
CURRENT LIABILITIES
Trade payables 29,295,630 33.082.659
Other payables 386,375 497.229
Taxes payable 12,767,126 14.717.303
Accrued expenses 13,566,008 8.654.182
Current maturities of lease liabilities 1,479,518 865.019
TOTAL CURRENT LIABILITIES 57,494,657 57.816.392
NON-CURRENT LIABILITIES
Customers’ deposits 49,198,357 45,349,902
Notes payable 496,714,165 495,541,490
Lease liabilities 2,951,309 3,277,348
Net deferred tax liabilities 2,354,581 4,557,578
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Estimated liability for employee benefits 15,553,596 13,562,232
TOTAL NON-CURRENT LIABILITIES 566,772,008 562,288,550
TOTAL LIABILITIES 624,266,665 620,104,942
EQUITY
Share capital - Rp200 par value per share
Authorized – 57,913,760,000 shares
Issued and fully paid – 16,087,156,000 282,002,166 282,002,166
shares
Treasury shares – 328,937,710 shares (17,434,373) (17,434,373)
Additional paid-in capital 147,382,663 147,382,663
Translation adjustment (499,235) (785,664)
Changes in fair value of financial assets at (1,614,765) (2,004,253)
fair value through other
comprehensive income
Retained earnings
Appropriated for general reserve 1,652,948 1,575,971
Unappropriated 322,778,058 293,387,836
TOTAL EQUITY 734,267,462 704,124,346
TOTAL LIABILITIES AND EQUITY 1,358,534,127 1,324,229,288
Interim Consolidated Statement of Profit or Loss and Other Comprehensive Income For
the Year Ended 30 September 2024 (Reviewed)
30 September 2024 30 September 2023
(in US$) (in US$)
NET SALES
Industrial customers 351,483,803 353,799,975
PT Perusahaan Listrik Negara (Persero) 57,976,963 54,391,479
(PLN)
TOTAL NET SALES 409,460,766 408,191,454
Fuel expenses (203,068,629) (198,209,417)
Depreciation expenses (44,826,091) (43,544,086)
Employee expenses (42,532,260) (40,742,280)
Repair and maintenance expenses (11,472,133) (12,444,555)
Other operating expenses (12,149,536) (12,310,769)
Other income 2,886,089 4,947,694
Other expenses (4,896,077) (2,203,995)
PROFIT FROM OPERATIONS 93,402,129 103,684,046
Interest income 16,695,023 13,100,446
Final tax on interest income (2,305,945) (1,922,276)
Finance costs (20,141,856) (20,998,442)
PROFIT BEFORE INCOME TAX 87,649,351 93,863,774
INCOME TAX BENEFIT (EXPENSE)
Current (17,367,049) (18,911,422)
Deferred 2,312,852 1,862,630
INCOME TAX EXPENSES - NET (15,054,197) (17,048,792)
PROFIT FOR THE YEAR 72,595,154 76,814,982
OTHER COMPREHENSIVE INCOME:
Item that may be reclassified to profit or
loss:
Translation adjustment 286,429 49,505
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Changes in fair value of financial assets at 499,343 398,512
fair value through other
comprehensive income
Income tax relating to changes in fair value (109,855) (87,673)
of financial assets at fair value through
other comprehensive income
TOTAL OTHER COMPREHENSIVE 675,917 360,344
INCOME FOR THE PERIOD, NET OF
INCOME TAX
TOTAL COMPREHENSIVE INCOME FOR
THE PERIOD 73,271,071 77,175,326
EBITDA 157,934,699 159,811,279
Additional Operational Data
The table below shows the Company’s 30 September 2024 31 December 2023
operational data:
Installed Capacity (MW) 1,173.5 1,165.2
- Conventional (MW) 1,116 1,116
- Renewable Energy (MW) 57.5 49.2
Number of Customers (Customer) 2,711 2,650
Energized Capacity (MVA) 1,331 1,254
Electricity Supplied (GWh) 3,096 4,258
Availability Factor (%) 94.9 92.8
Net Capacity Factor (%) 54.2 55.8
Network Distribution and Transmission 0.5 0.5
Line Losses (%)
Key Financial Ratios
30 September 2024 31 December 2023 31 Decemb
Cash Ratio (times) 2.6 4.2
Quick Ratio (times) 9.0 8.3
Current Ratio (times) 10.4 9.6
Ratios Required by
Notes 2026
Fixed Charge 7.8 7.4
Coverage Ratio
(times)1
Net Debt to EBITDA 0.4 0.5
Ratio (times)2
Notes:
1
Fixed Charge Coverage Ratio is calculated by dividing Earnings Before Interest, Tax,
Depreciation and Amortization (EBITDA) with Fixed Charges. The minimum ratio
requirement is 1-2.5x.
2
Ratio requirements must be lower than 3.75x.
ii. the Initial Purchasers
The summary of descriptions of the Initial Purchaser will be disclosed
through the announcement at the Company’s website and Indonesia
Stock Exchange website by no later than 2 (two) business days as of
the completion of the issuance of the Notes.
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d. Use of Proceeds
To partially or wholly redeem the 2026 Notes (including interest and other
fees), as explained below. Other costs referred to include the issuance costs
of the new Notes.
The outstanding principal amount of 2026 Notes is US$500,000,000 as of this
Changes and/or Addition to the Disclosure of Information (excluding interest).
Below are the details of 2026 Notes which will be redeemed using the
proceeds from the issuance of Notes:
1. US$550,000,000 4.95% Senior Notes due 2026
Parties : Listrindo Capital B.V., as the issuer that has
transferred all rights and obligations of the 2026
Notes to the Company as of 25 September 2019.
The Bank of New York Mellon as Trustee.
The remaining : US$500,000,000
value as of 30
September
2024
Interest : 4.95%, payable twice-annually on 14 March and
14 September of each year, commencing
on 14 March 2017.
Period : 10 years since the issuance date.
Maturity date : 14 September 2026
Use of : The net proceeds of the issuance of 2026 Notes,
Proceeds of after deducting offering expenses, were used to
2026 Notes (i) redeem a substantial portion of the
US$500,000,000 principal amount of notes due
2019 which were issued in February 2012 by
Listrindo Capital B.V., the Company’s wholly-
owned subsidiary at that time, and which bore
interest at 6.95% per annum and were
unconditionally and irrevocably guaranteed by
the Company, including interest and expenses
due to repayment of 2026 Notes and (ii) general
corporate purposes.
Initial : 1. Barclays Bank PLC, and
Purchasers 2. Deutsche Bank AG, Hong Kong branch.
B. THE PROPOSED TRANSACTION CONSTITUTES A MATERIAL TRANSACTION
The Proposed Transaction constitutes a Material Transaction pursuant to OJK Regulation
No. 17/2020, considering that the value of the Proposed Transaction is more than 50%
(fifty percent) of the Company’s equity based on the Company’s Financial Statements. The
value of the Proposed Transaction is up to US$500,000,000 or equivalent to 68.10% of the
Company’s equity, which amounts to US$734,267,462, based on the Company’s Financial
Statements dated September 30, 2024.
Therefore, based on OJK Regulation No. 17/2020, the Proposed Transaction must obtain
prior approval at the EGMS of the Company.
Furthermore, considering that the Notes will be issued through international offering to
institutions or other investors outside the jurisdiction of Indonesia; and Notes to be issued
will not be offered to any of the Company’s affiliates, the Proposed Transaction is not an
affiliated transaction as set forth under OJK Regulation No. 42/2020. The Company
ensures that the Proposed Transaction will not harm the Company and hence does not
create a conflict of interest as set forth under OJK Regulation No. 42/2020.
12
Page 13
III. IMPACTS TO THE COMPANY’S FINANCIAL CONDITION AS A RESULT
OF THE PROPOSED TRANSACTION
After the completion of the Proposed Transaction, the Company will use the proceeds of the Notes
to partially or wholly redeem of the 2026 Notes (including interest and other expenses). The
proceeds of the Notes will enable the Company to maintain its liquidity and extend the maturity
profile of its debts, all of which will support the Company’s growth.
The impact of the Notes issuance on the Company’s Financial Statements, assuming the Notes
issuance with a principal amount of up to US$500,000,000, is as follows:
a) The Company’s cash ratio decreases from 2.6x to 2.3x;
b) The Company’s quick ratio decreases from 9.0x to 8.7x;
c) The Company’s current ratio decreases from 10.4x to 10.1x;
the changes in these ratios do not have a material impact on the Company’s performance.
Furthermore, with the implementation of the Proposed Transaction, the Company can pursue other
business developments, including the construction of power generation assets that address the
electricity demands of customers in industrial areas both now and in the future, by monitoring
potential business development in the industries served. The Company continually develops
production capacity periodically to fulfil the growth in electricity demand, which will ultimately benefit
the Company and create added value for stakeholders.
The Proposed Transaction is carried out to enhance the Company’s liquidity and support the
general working capital of the Company. The 2026 Notes will mature in September 2026, and thus,
the issuance of Notes is expected to extend the maturity period of the Company’s notes, which may
improve the Company’s liquidity.
The ratios required by the 2026 Notes are as follows:
a) Fixed charge coverage ratio, calculated by dividing Earnings Before Interest, Taxes,
Depreciation, and Amortization (EBITDA) by Fixed Charges. The minimum required ratio is set
at 1-2.5x. As of 30 September 2024, the fixed charge coverage ratio is 7.8x.
b) Net debt to EBITDA ratio. The required ratio must be less than 3.75x. As of 30 September
2024, the net debt to EBITDA ratio is 0.4x.
The Notes issuance does not create any potential violation of financial covenant on debt/loan
owned by the Company.
IV. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
(“EGMS”)
In accordance with the prevailing laws and regulations, the Proposed Transaction as described in
the Changes and/or Addition to the Disclosure of Information will be submitted for approval at the
Company’s EGMS to be held on Friday, 22 November 2024 at 10.00 a.m. Western Indonesian
Time.
The Company’s EGMS Agenda is “Approval from shareholders regarding the plan to issue debt
securities denominated in U.S. Dollars to be issued by the Company through an offering that is not
a public offering or a debt security offering conducted without a public offering based on Law No.
8 of 1995 regarding Capital Market, as lastly amended by Law No. 4 of 2023 regarding the
Development and Strengthening of the Financial Sector (including, but not limited to, the Financial
Services Authority Regulation No. 30/POJK.04/2019 regarding the Issuance of Debt Securities
and/or Sukuk Conducted Without a Public Offering) to investors outside the territory of the Republic
of Indonesia, which constitutes a material transaction based on the Financial Services Authority
Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business
Activities.”
Wednesday, 23 October 2024 at 16.15 Western Indonesia Time, is set as the date of the
Shareholders Register (“Recording Date”) to determine the shareholders of the Company who
are entitled to attend and issue votes in the EGMS. The shareholders registered in the Recording
13
Page 14
Date are entitled to issue one vote for each share that they own to approve the Proposed
Transaction mentioned above.
The following are the important dates in relation to the EGMS of the Company.
Event Date
Announcement of EGMS of the Company and Disclosure of Information 9 October 2024
regarding Material Transaction
Recording Date 23 October 2024
Invitation of EGMS 24 October 2024
Changes or additional information on the Disclosure of Information 20 November 2024
regarding Material Transaction (if any)
EGMS of the Company 22 November 2024
Announcement and submission of a summary of the Extraordinary 26 November 2024
General Meeting of Shareholders (EGMS) results on the e-GMS
provider's website, namely KSEI, the Indonesia Stock Exchange
website, and the Company's website.
Submission of a copy of the EGMS Minutes to the Financial Services 20 December 2024
Authority (OJK) and the Indonesia Stock Exchange
Pursuant to the Articles of Association of the Company, the EGMS may be convened if attended
by the shareholders or its authorized proxies representing more than 2/3 (two-third) of the amount
of issued shares with voting rights. The EGMS resolutions are valid if approved by more than 2/3
(two-thirds) of the total shares with voting rights present at the EGMS.
In the event that the quorum of attendance at the EGMS is not achieved in the first EGMS, the
second EGMS may be convened if attended by the shareholders or its authorized proxies
representing at least 3/5 (three-fifths) of the amount of issued shares with voting rights. The second
EGMS resolutions are valid if approved by more than 2/3 (two-thirds) of the total shares with voting
rights present at the second EGMS.
In the event that the quorum of attendance at the EGMS is not achieved in the second EGMS, the
third EGMS may be held provided that the third EGMS is valid and has the right to make decisions
if attended by shareholders of shares with valid voting rights in the attendance quorum and
resolution quorum determined by OJK at the Company's request.
The attendance and resolution quorum provisions for the first and second EGMS refer to the
Company's Articles of Association, which determines larger quorum than the quorum provisions
stipulated in Article 41 paragraph (1) OJK Regulation No. 15/2020.
If the Proposed Transaction does not obtain approval at the EGMS, then the proposal can
be re-submitted at the shortest 12 (twelve) months after the completion of EGMS that does
not approve of the Proposed Transaction.
V. RECOMMENDATION OF THE BOARD OF DIRECTORS AND BOARD OF
COMMISSIONERS
After conducting a comprehensive analysis, the Board of Directors and Board of Commissioners of
the Company recommend all shareholders of the Company to approve of the Proposed Transaction
at the EGMS to be held on Friday, 22 November 2024 at 10.00 a.m. Western Indonesian Time.
The Board of Directors and Board of Commissioners believe that the Proposed Transaction is in
the best interests of the Company and the shareholders of the Company.
14
Page 15
VI. STATEMENT OF BOARD OF COMMISSIONERS AND BOARD OF
DIRECTORS
1. The Changes and/or Addition to the Disclosure of Information is complete and in
accordance with the requirements stipulated in POJK 17/2020.
2. The Proposed Transaction is not an affiliated transaction and does not contain a conflict of
interest as set forth in POJK 42/2020.
3. The statements in the Changes and/or Addition to the Disclosure of Information do not
contain any false or misleading statements, information, or facts, and include all material
information or facts necessary for investors to make decisions regarding the Proposed
Transaction.
VII. ADDITIONAL INFORMATION
If the shareholders have any further questions regarding the Proposed Transaction, they may
contact the Company's Corporate Secretary during the Company’s business days and hours at the
address listed below:
PT CIKARANG LISTRINDO Tbk
World Trade Centre 1, 17th Floor
Jl. Jend. Sudirman Kav. 29-31
Jakarta 12920, Indonesia
Phone. +62 21 522 8122
email: corpsec@listrindo.com
website: www.listrindo.com
Jakarta, 1 November 2024
Board of Directors of the Company
15
Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×3
unresolved
org
PT Datindo Entrycom
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
Singapore Exchange Securities Trading Limited
p.3
unresolved
org
Listrindo Capital B.V.
p.4 ×8
unresolved
org
Indonesia Stock Exchange
p.4 ×8
unresolved
person
Lukman Kirana
· Notaris
p.7
unresolved
person
Edward Suharjo Wiryomartani
· Notaris
p.7 ×4
unresolved
person
Ir. Kiskenda Suriahardja Independent
p.8 ×2
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
3452 ms
12 Sep 2026 22:56
Raw output
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