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DISCLOSURE OF INFORMATION TO SHAREHOLDERS
PT TBS ENERGI UTAMA TBK (“COMPANY”)
IN RELATION TO A MATERIAL TRANSACTION
THIS DISCLOSURE OF INFORMATION IS PREPARED AND MADE IN COMPLIANCE WITH THE
FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 17/POJK.04/2020 ON MATERIAL
TRANSACTIONS AND CHANGE OF BUSINESS ACTIVITY (“OJK REGULATION NO. 17/2020”).
THE INFORMATION PRESENTED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE
READ AND TAKEN INTO CONSIDERATION BY THE SHAREHOLDERS OF THE COMPANY.
IF YOU ENCOUNTER ANY DIFFICULTIES IN UNDERSTANDING THE INFORMATION AS SET OUT
IN THIS DISCLOSURE OF INFORMATION, YOU ARE ENCOURAGED TO CONSULT A LEGAL
ADVISOR, A PUBLIC ACCOUNTANT, A FINANCIAL ADVISOR OR OTHER PROFESSIONALS.
PT TBS ENERGI UTAMA Tbk
(“COMPANY”)
Domiciled in South Jakarta
Line of Business:
Other Management Consulting Activities and Holding Company Activities (through investment in mining and
trading of coal, palm oil plantation and is developing its business as independent power producer, as well as
investing in renewable energy and waste management business and wholesale and retail trading of vehicles
through its subsidiaries).
Head Office:
Treasury Tower Level 33, SCBD Lot. 28, Jl. Jend. Sudirman Kav.52-53, South Jakarta 12190, Indonesia
Telephone: (62-21) 5020 0353, Facsimile: (62-21) 5020 0352
Email : corsec@tbsenergi.com, Website: www.tbsenergi.com
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY ARE,
SEVERALLY AS WELL AS JOINTLY, FULLY RESPONSIBLE FOR THE ACCURACY AND THE
COMPLETENESS OF THE INFORMATION DISCLOSED IN THIS DISCLOSURE OF INFORMATION
AND AFTER CARRYING OUT DUE AND CAREFUL INQUIRY, CONFIRM THAT TO THEIR
KNOWLEDGE AND BELIEF, THERE ARE NO MATERIAL INFORMATION THAT HAS BEEN
OMITTED, WHICH CAN RENDER THE INFORMATION STATED HEREIN UNTRUE AND/OR
MISLEADING.
THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ AND UNDERSTOOD BY THE
SHAREHOLDERS OF THE COMPANY IN ORDER TO MAKE ANY DECISIONS ON THE PROPOSED
MATERIAL TRANSACTION.
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THIS DISCLOSURE OF INFORMATION IS SIMULTANEOUSLY ANNOUNCED ON THE INDONESIAN
STOCK EXCHANGE WEBSITE WWW.IDX.CO.ID AND THE COMPANY’S WEBSITE
WWW.TBSENERGI.COM.
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO APPROVE THE
PROPOSED MATERIAL TRANSACTION OF THE COMPANY WILL BE CONVENED ON 20
DECEMBER 2024
This Disclosure of Information is published on 13 November 2024
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I. DEFINITIONS AND ABBREVIATIONS
Public Accountant : Public Accounting Firm (Kantor Akuntan Publik or KAP)
Purwantono, Sungkoro & Surja (Member Firm of the EY global
network).
Company’s Articles of : Deed Number 1 dated 3 August 2007, made before Notary Tintin
Association Surtini, S.H., M.H, M.Kn, a substitute of Surjadi S.H., Notary in
Jakarta, as amended by Deed Number 11 dated 14 January
2008, made before Surjadi, S.H., Notary in Jakarta which has
been approved by the MOLHR based on Decree Number AHU-
04084.AH.01.01.TAHUN 2008 dated 28 January 2008, and has
been registered in the Company Registry No. AHU-
0006192.AH.01.09.Tahun 2008 dated 28 January 2008, both
deed has been announced in the State Gazette number 70 of 2
September 2011, Supplement to State Gazette number 26707,
and have been amended several times with the latest amendment
based on Deed Number 58 dated 20 June 2024, made before
Aulia Taufani, S.H., Notary in the Administrative City of South
Jakarta, which has received notification acceptance from the
MOLHR based on decree No. AHU-AH.01.03-0163993 dated 28
June 2024, and has been registered in the Company Registry No.
AHU 012-8591.AH.01.11 Tahun 2024 dated 28 June 2024.
Board of Commissioners: : Members of the Company's Board of Commissioners who are in
office as of the date this Disclosure of Information is announced.
Board of Directors: : Members of the Company's Board of Directors who are in office
as of the date this Disclosure of Information is announced.
Disclosure of Information : This Disclosure of Information, which contains information related
to the Proposed Transaction, prepared for the purpose of
compliance with the provisions of OJK Regulation No. 17/2020.
Company’s Financial : The financial statements of the Company for the period ending on
Statements 30 June 2024 which has been reviewed on a limited basis by the
Public Accountant.
MOLHR : Minister of Law and Human Rights of the Republic of Indonesia
(formerly known as the Minister of Justice of the Republic of
Indonesia, Minister of Justice and Human Rights of the Republic
of Indonesia or Minister of Law and Legislation of the Republic of
Indonesia).
Financial Services Authority : An independent institution with regulatory, supervisory, inspection
or OJK and investigative functions, duties and authorities as referred to
in Article 1 number 1 of Law No. 21 of 2011 on Financial Services
Authority (“OJK Law”) in conjunction with the Decision of the
Constitutional Court of the Republic of Indonesia in Case No.
25/PUU-XII/2014 which was read on 4 August 2015.
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OJK Regulation No. 15/2020 : Financial Services Authority Regulation No. 15/POJK.04/2020 on
Preparation and Implementation of General Meetings of
Shareholders of Public Companies, which was enacted on 21
April 2020.
OJK Regulation No. 17/2020 : Financial Services Authority Regulation No. 17/POJK.04/2020 on
Material Transactions and Change of Business Activity, which
was enacted on 21 April 2020.
OJK Regulation No. 35/2020 Financial Services Authority Regulation No. 35/POJK.04/2020 on
Appraisal and Presentation of Business Appraisal Report in the
Capital Market.
Company : PT TBS Energi Utama Tbk, a public limited liability company
established and subject to the laws of the Republic of Indonesia,
domiciled in South Jakarta, and domiciled in Treasury Tower,
Level 33 District 8, SCBD Lot 28, Jl. Jend. Sudirman Kav. 52-53,
Jakarta 12190, Indonesia.
Controlled Company : Company that is controlled either directly or indirectly by the
Company. For this purpose, control means the power to
determine the direction of the management or material policies of
an entity, whether through ownership of voting shares, contract or
otherwise. Without limiting the foregoing, the direct or indirect
beneficial ownership of at least fifty percent (50%) of the voting
shares of an entity is deemed to constitute control.
PT SBT : PT Solusi Bersih TBS, a company incorporated in the Republic of
Indonesia, whose registered office is at Treasury Tower Lt.33,
District 8 SCBD Lot 28, Jl. Jend. Sudirman Kav 52-53, South
Jakarta, Indonesia.
SBT 1 : SBT Investment 1 Pte. Ltd, (Company Registration Number:
202435235C), a company incorporated in the Republic of
Singapore, whose registered office is at 8 Temasek Boulevard
#36-05, Suntec Tower Three, Singapore 038988.
SBT 2 : SBT Investment 2 Pte. Ltd, (Company Registration Number:
202435497H), a company incorporated in the Republic of
Singapore, whose registered office is at 8 Temasek Boulevard
#36-05, Suntec Tower Three, Singapore 038988.
SEPL : Sembcorp Environment Pte. Ltd., (Company Registration
Number: 199503447R), a company incorporated in the Republic
of Singapore whose registered office is at 30 Hill Street, #05-04,
Singapore 179360.
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SES Sembcorp Enviro Services Pte. Ltd., (Company Registration
Number: 199804675H), a company incorporated in the Republic
of Singapore whose registered office is at 30 Hill Street, #05-04,
Singapore 179360.
SIL : Sembcorp Industries Ltd, (Company Registration Number:
199802418D), a company incorporated in the Republic of
Singapore, whose registered office is at 30 Hill Street, #05-04,
Singapore 179360.
SW SembWaste Pte. Ltd., (Company Registration Number:
199507280G), a company incorporated in the Republic of
Singapore whose registered office is at 30 Hill Street, #05-04,
Singapore 179360.
SPA : Share Purchase Agreement dated 8 November 2024 between
Sembcorp Industries Ltd as the seller and SBT 2 as the
purchaser.
KJPP KR : Kantor Jasa Penilai Publik Kusnanto & Rekan, an independent
valuer who issued valuation report and fairness opinion in respect
of the Proposed Transaction as appointed by the Company.
EGMS : Extraordinary General Meeting of Shareholders.
II. INTRODUCTION
Information contained in this Disclosure of Information is prepared to fulfill the Company’s obligation to
announce details of a material transaction. The material transaction will be conducted by the Company
through SBT 2, which involves SBT 2’s purchase of 266,563,184 ordinary shares in SEPL, representing
100 per cent of SEPL’s issued ordinary shares (”Sale Shares”), with a corporate guarantee provided by
the Company (”Proposed Transaction”).
The Proposed Transaction is pivotal to the Company’s strategy of building a regionally integrated waste
management platform with operations across Southeast Asia, encompassing medial, industrial, and
domestic waste management. TBS has an ongoing commitment to transition into green and sustainable
business in alignment with TBS 2030 target. This commitment is elaborated upon in detail in Chapter IV
the Impact of The Transaction on the Company’s Financial Conditions.
The Proposed Transaction qualifies as a Material Transaction under OJK Regulation No.17/2020, based
on details from the Company's Financial Statements, which has been reviewed on a limited basis by the
Public Accountant. The transaction value is as described in Chapter III.C “Transaction Value”.
Further, the Proposed Transaction meets the criteria as stipulated in Article 6 paragraph (1) letter (d)
number (1) of OJK Regulation No.17/2020 (detailed in Chapter IV.A "The Impact of the Proposed
Transaction on the Company's Financial Conditions"). Accordingly, the Company is required to obtain
shareholder approval from the EGMS subject to the provisions and quorum that will be explained in Chapter
VII "Extraordinary General Meeting of Shareholders" and a fairness opinion from an independent appraiser.
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In connection with the Proposed Transaction, the Company is planning to hold the EGMS on 20 December
2024. The announcement of the EGMS will be made simultaneously with the announcement of this
Disclosure of Information as required in Article 6 paragraph (1) letter b and paragraph (3) letter b of OJK
Regulation No.17/2020.
The implementation of the Proposed Transaction will be carried out after the fulfillment of the conditions
precedent previously agreed between the parties based on the SPA, which are (i) obtaining approval for
the Proposed Transaction from the Company’s EGMS, and (ii) written consent/waivers of JTC Corporation
and the National Environment Agency of Singapore. Based on the SPA, all conditions precedent for the
closing of the Proposed Transaction must be fulfilled by the parties no later than 8 November 2025, which
date may be changed based on the agreement of the parties. The SPA may be terminated under certain
circumstances including where any of the conditions have not been satisfied and/or waived (as the case
may be) on or before the agreed cut-off date and/or failure of purchaser or seller, as applicable, to comply
with certain obligations under the SPA at Closing.
All staff of SEPL, SW and SES will be retained on the same employment for at least 24 months post
completion of the Proposed Transaction and will not be terminated without cause. The Company is of the
view that such retention is important and will ensure a seamless transition and integration thus protecting
shareholder value.
The Company has appointed KJPP KR as an independent appraiser to provide the appraisal report and
the fairness opinion of the Proposed Transaction.
III. DESCRIPTION OF THE PROPOSED TRANSACTION
A. EXPLANATION, CONSIDERATION AND REASONS FOR THE PROPOSED TRANSACTION
In November 2022, the Company launched its sustainability commitment, TBS 2030 – “Towards a
Better Society”, pledging to achieve carbon neutrality by 2030. As part of this commitment, the
Company is actively transitioning from a fossil fuel-based to a focus on green and sustainability
business.
The Company is delivering on its TBS 2030 commitment through significant strategic actions across
multiple sustainability sectors. This includes entering the electric vehicle market through Electrum, a
50-50 joint venture with Gojek, as well as securing a 46 MWp renewable energy Power Purchase
Agreement with PT PLN Batam for the Tembesi floating solar power plant in Batam, Indonesia. In
2023, the Company expanded into waste management by acquiring Asia Medical Enviro Services in
Singapore and ARAH Environmental Group in Indonesia.
The Proposed Transaction is pivotal to the Company’s strategy of building a regionally integrated
waste management platform with operations across Southeast Asia, encompassing medical,
industrial, and domestic waste management. The proposed transaction supports the Company’s long-
term vision to become a leader in waste management by consolidating and expanding its presence in
this essential sector. Through these strategic steps, the Company is aligning its business growth with
initiatives that promote positive environmental and societal impacts.
From an investment perspective, acquiring SEPL represents a strategic move by TBS to strengthen
its position in Southeast Asia’s rapidly growing waste management sector. TBS is confident that this
investment will contribute to sustainable, long-term growth for the Company which are expected to
increase the investment value for the Company’s shareholders.
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B. OBJECTS OF THE TRANSACTION
The object of the Proposed Transaction is the Sale Shares which is 266,563,184 ordinary shares in
SEPL, representing 100 per cent of SEPL’s issued ordinary shares, purchased by SBT 2.
The following constitutes a brief description of SEPL:
Brief History:
SEPL was duly incorporated as a private company limited by shares under the Companies Act on 19
May 1995, originally under the name of "Riau Petroleum Holdings Pte Ltd". SEPL subsequently
amended its name on multiple occasions: (i) to "Sembcorp Waste Management Pte Ltd" on 19 July
1999, (ii) to "Sembcorp Environmental Management Pte. Ltd." on 18 October 2002, and (iii) to
"Sembcorp Environment Pte. Ltd." on 28 March 2008.
SEPL is a leading environmental service provider in circular waste and waste-to-resource
management. Together with its subsidiaries, SEPL provide integrated environmental services with
broad range of capabilities, namely municipal solid waste, industrial and commercial waste, materials
recovery facility, as well as Energy-from-Waste.
SEPL Address:
SEPL has its registered address at 30 Hill Street #05-04, Singapore 179360.
Purpose and Objectives and Business Activities of SEPL:
SEPL’s business activity is treatment and disposal of waste (including remediation activities).
Capital Structure and Shareholding Composition:
As of the date of this Disclosure of Information, the capital structure and the shareholding composition
of SEPL is as follows:
No. Name of Shareholder Total Shares Shareholding Percentage
1. Sembcorp Industries Ltd 266,563,184 100%
Management and Supervision:
As of the date of this Disclosure of Information, the board composition of SEPL is as follows:
Director : Lee Kok Kin
Director : Eugene Cheng Chee Mun
Director : Wong Kim Yin
Financial Statement Overview
The table below shows a summary of the financial condition of SEPL as of 30 June 2024:
(in S$ thousands)
Description
30 June 2024
Cash and Cash Equivalents 10,255
Total Current Assets 32,402
Total Assets 325,847
Total Current Liabilities 13,929
Total Liabilities 48,631
Total Equity 277,216
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Note: Based on SEPL’s balance sheet as at 30 June 2024 and statements of comprehensive income, changes
in equity and cashflows for the six-month period ended 30 June 2024 audited by KPMG LLP pursuant to
Independent Auditor’s Report dated 30 October 2024.
Subsidiaries of SEPL
SEPL has two subsidiaries as below:
1. SW
SW was duly incorporated as a private company limited by shares under the Companies Act on
13 October 1995, under the former name of ”Semac Pte. Ltd.” and had amended it’s name to
”SembWaste Pte. Ltd.” on 13 August 2002.
SW Address:
SW has its registered address at 30 Hill Street #05-04, Singapore 179360.
Purpose and Objectives and Business Activities of SW:
SW’s business activity is collection of waste which covers refuse disposal, recycling & processing
services.
Capital Structure and Shareholding Composition:
As of the date of this Disclosure of Information, the capital structure and the shareholding
composition of SW is as follows:
No. Name of Shareholder Total Shares Shareholding Percentage
1. Sembcorp Environment 44,500,000 100%
Pte. Ltd.
Management and Supervision:
As of the date of this Disclosure of Information, the board composition of SW is as follows:
Director : Chong Kwang Cheong
Director : Koh Kok Sim
Director : Yap Siew Leng
Director : Lee Kok Kin
Financial Statement Overview
The table below shows a summary of the financial condition of SW as of 30 June 2024:
(in S$ thousands)
Description
30 June 2024
Cash and Cash Equivalents 55,414
Total Current Assets 92,553
Total Assets 170,503
Total Current Liabilities 37,982
Total Liabilities 67,794
Total Equity 102,222
Note: Based on SW’s balance sheet as at 30 June 2024 and statements of comprehensive income, changes
in equity and cashflows for the six-month period ended 30 June 2024 audited by KPMG LLP pursuant to
Independent Auditor’s Report dated 30 October 2024.
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2. SES
SES was duly incorporated as a private company limited by shares under the Companies Act on
25 September 1998, originally under the name of "Emerich Investment Pte. Ltd.". SES
subsequently amended its name on multiple occasions: (i) to "Sulo Environmental Corporation
Pte. Ltd. on 30 October 1998, (ii) to "Veolia Es Singapore Pte. Ltd." on 12 September 2008, and
(iii) to "Sembcorp Enviro Services Pte. Ltd." on 30 June 2020.
SES Address:
SES has its registered address at 30 Hill Street #05-04, Singapore (179360).
Purpose and Objectives and Business Activities of SES:
SES’s business activity is collection of waste, which covers solid waste management.
Capital Structure and Shareholding Composition:
As of the date of this Disclosure of Information, the capital structure and the shareholding
composition of SES is as follows:
No. Name of Shareholder Total Shares Shareholding Percentage
1. SembWaste Pte. Ltd. 6,200,000 100%
Management and Supervision:
As of the date of this Disclosure of Information, the board composition of SES is as follows:
Director : Yap Siew Leng
Director : Lee Kok Kin
Financial Statement Overview
The table below shows a summary of the financial condition of SES as of 30 June 2024:
(in S$ thousands)
Description
30 June 2024
Cash and Cash Equivalents 2,096
Total Current Assets 2,622
Total Assets 12,270
Total Current Liabilities 642
Total Liabilities 5,616
Total Equity 6,654
Note: Based on SES’s balance sheet as at 30 June 2024 and statements of comprehensive income, changes
in equity and cashflows for the six-month period ended 30 June 2024 audited by KPMG LLP pursuant to
Independent Auditor’s Report dated 30 October 2024.
C. TRANSACTION VALUE
The aggregate consideration for the purchase of the Sale Shares under the SPA shall be an amount
in cash equal to the sum of S$375,000,000, plus the closing cash, minus the closing debt, minus the
pre-closing distribution and minus the transaction closing bonus; and in the event that estimated cash
in the SEPL exceeds S$30,000,000, SEPL will distribute the amount of such excess as a dividend or
capital distribution to the seller prior to closing, and the estimated cash shall accordingly the amount
equivalent to the estimated cash less such pre-closing distribution, therefore the transaction value of
the Proposed Transaction is S$405,000,000.
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The Proposed Transaction is considered as a material transaction as referred in OJK Regulation
17/2020, which the value of the Proposed Transaction reached materiality threshold, of more than
50% (fifty) percent of the equity of the Company or equal to 65.69% (sixty five point six nine percent)
from the Company’s equity based on the Company’s Consolidated Financial Statements (the equity of
the Company based on the Company’s Financial Statements, which has been reviewed on a limited
basis by the Public Accountant is US$454,524,961).
D. THE PARTIES TO THE TRANSACTIONS
1. SBT 2 as the purchaser
Brief History:
SBT Investment 2 Pte. Ltd. was established on 29 August 2024 with the registration number
202435497H. SBT Investment 2 is a controlled company, fully owned by the Company through PT
Solusi Bersih TBS and SBT Investment 1 Pte. Ltd., which together hold 100% of the shares in SBT
Investment 2 Pte. Ltd.
SBT 2 Address:
SBT 2 has its registered address at 8 Temasek Boulevard #36-05, Suntec Tower Three, Singapore
038988.
Purpose and Objectives and Business Activities of SBT 2:
SBT 2’s business activity is other holding companies.
Capital Structure and Shareholding Composition:
As of the date of this Disclosure of Information, the capital structure and the shareholding
composition of SBT 2 is as follows:
No. Name of Shareholder Total Shares Shareholding Percentage
1. SBT Investment 1 Pte. Ltd 100 100%
Management and Supervision:
As of the date of this Disclosure of Information, the board composition of SBT 2 is as follows:
Director : Dicky Yordan
Director : Mufti Utomo
Director : Tan Hwee Hua
Director : Kong Chi-Nang
Financial Statement Overview
The table below shows a summary of the financial condition of SBT 2 as of 31 October 2024:
(in S$)
Description
31 October 2024
Total Assets 100
Total Liabilities -
Total Equity 100
Note: SBT 2 was established on 29 August 2024, therefore the financial statement overview is limited to the
financial condition since the establishment up to the date of this Disclosure of Information.
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2. SIL as the seller
Brief History:
SIL was established on 20 May 1998 with the registration number 199802418D. SIL is 49.4%
owned by Temasek Holdings (Private) Limited.
SIL Address:
SIL has its registered address at 30 Hill Street, #05-04, Singapore 179360.
Purpose and Objectives and Business Activities of SIL:
The business activities currently carried out by the Company are Other Holding Companies which
includes investment holding company as well as corporate headquarters.
Capital Structure and Shareholding Composition:
As of 30 October 2024, the capital structure and the shareholding composition of SIL is as follows:
No. Name of Shareholder Total Shares Shareholding Percentage
1. Temasek Holdings 881,444,603 49.37%
(Private) Limited
2. Public 903,953,512 50.63%
Management and Supervision:
As of the date of this Disclosure of Information, the board composition of SIL is as follows:
Director : Manu Bhaskaran
Director : Marina Chin Li Yuen
Director : Kunnasagaran Chinniah
Director : Nagi Adel Hamiyeh
Director : Uwe Krueger
Director : Kwa Lay Keng
Director : Lim Ming Yan
Director : Ong Chao Choon
Director : Tow Heng Tan
Director : Wong Kim Yin
Director : Yap Chee Keong
Financial Statement Overview
The table below shows a summary of the financial condition of SIL as of 30 June 2024:
(in S$ million)
Description
30 June 2024
Cash and cash equivalents 1,097
Total Current Assets 3,335
Total Assets 17,619
Total Current Liabilities 2,951
Total Liabilities 12,284
Total Equity 5,335
Note: SIL’s figure provided is based on SIL unaudited Interim Consolidated Financial Statements as of
30 June 2024.
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3. The Company
Brief History:
PT TBS Energi Utama Tbk, founded as PT Buana Persada Gemilang in 2007, has evolved
significantly over the years, changing names to PT Toba Bara Sejahtra in 2010 and finally to PT
TBS Energi Utama Tbk in 2020. The Company is officially listed as a publicly listed company on
the Indonesia Stock Exchange (IDX) with the stock code “TOBA” and with a total number of shares
of 2,012,491,000 shares.
Initially focused on thermal coal production in East Kalimantan, the Company expanded its portfolio
in 2013 by acquiring PT Perkebunan Kaltim Utama I for palm oil processing, later adding a mill with
a capacity of 30 tons per hour in 2016. In 2016, the Company took a strategic step into the power
sector, establishing PT Gorontalo Listrik Perdana (GLP) and PT Minahasa Cahaya Lestari (MCL)
for coal fired power plant (CFPP) projects in Gorontalo and North Sulawesi. The journey continued
in 2020 with acquisitions in renewable energy, including PT Adimitra Energi Hidro for hydroelectric
power and PT Bayu Alam Sejahtera for wind power projects.
Aligned with its sustainability goals, the Company ventured into the electric vehicle (EV) sector in
2021, launching PT Energi Kreasi Bersama under the brand "Electrum" in collaboration with GoTo
Group to build a robust EV ecosystem. In 2023, the Company advanced into waste management
by acquiring Asia Medical Enviro Services and ARAH Environmental Group in Indonesia,
underscoring its commitment to a diversified, green business portfolio.
The Company is domiciled in South Jakarta and has a permanent domicile at Treasury Tower Level
33, District 8, SCBD Lot. 28., Jl. Jend. Sudirman Kav.52-53, South Jakarta, Senayan, Kebayoran
Baru, South Jakarta, 12190, Republic of Indonesia.
Purpose and Objectives and Business Activities of the Company:
The business activities currently carried out by the Company are Other Management Consulting
Activities (KBLI 70209) and Holding Company Activities (KBLI 64200). These activities are listed in
accordance with Article 3 (Purpose and Objectives) of the Company's Articles of Association, which
have been adjusted to align with KBLI 2020.
Capital Structure and Shareholding Composition:
Based on Deed Number 58 dated 20 June 2024 made before Aulia Taufani, S.H., Notary in South
Jakarta, which has been notified to MOLHR based on letter number AHU-AH.01.03-0163993 dated
28 June 2024 and has been registered in the Company Registry Number AHU-
0128591.AH.01.11.TAHUN 2024 dated 28 June 2024, and Shareholders Register dated 31
October 2024 issued by PT Datindo Entrycom as the Share Registrar appointed by the Company,
the shareholding composition of the Company is as follows:
Nominal Value of IDR50 per share
Description Nominal Value
No. of Shares %
Authorized Capital 24,000,000,000 1,200,000,000,000 -
Issued Capital and Paid-Up
Capital:
Shareholders >5%
1. Highland Strategic
4,983,799,956 249,189,997,800 61.017
Holdings Pte. Ltd
2. PT Toba Sejahtra 702,567,244 35,128,362,200 8.602
3. PT Bara Makmur Abadi 446,963,700 22,348,185,000 5.472
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Nominal Value of IDR50 per share
Description Nominal Value
No. of Shares %
Board of Directors of the
Company
1. Dicky Yordan, President
49,700,723 2,485,036,150 0.608
Director
2. Pandu Patria Sjahrir,
49,700,723 2,485,036,150 0.608
Vice President Director
3. Alvin Firman Sunanda,
2,146,845 2,146,845 0.026
Director
4. Juli Oktarina, Director 1,940,204 1,940,204 0.023
5. Mufti Utomo, Director 1,200 60,000 0.00001
6. Sudharmono Saragih,
219,200 10,960,000 0.002
Director
Shareholders <5%
1. Other Shareholders* 1,930,787,175 96,539,358,750 23.639
Treasury Shares 0 0 -
Total Issued and Paid-Up 100.00
8,167,826,970 408,391,348,500
Capital
Shares in Portfolio 15,832,173,030 791,608,651,500
* The other shareholders referred to are those holding less than 5% of the shares, which consist of the public
(free float), and scrip shares.
Management and Supervision
Based on: (i) Deed Number 24 dated 7 December 2023, made before Notary Aulia Taufani, S.H.,
along with a notification receipt by the MOLHR No. AHU-AH.01.09-0196514 dated 15 December
2023; and (ii) Deed Number 67 dated 26 April 2024, made before Notary Aulia Taufani, S.H., along
with a notification receipt by the MOLHR No. AHU-AH.01.09-0197324 dated 13 May 2024, the
composition of the members of the Company's Board of Commissioners and Board of Directors as
of the date of this Information Disclosure is as follows:
Board of Commissioners:
President Commissioner/Independent Commissioner : Bacelius Ruru
Commissioner : Djamal Attamimi
Independent Commissioner : Dr. Ahmad Fuad Rahmany
Independent Commissioner : Prof. Bambang P.S
Brodjonegoro, S.E.,
M.U.P., PH.D
Board of Directors:
President Director : Dicky Yordan
Vice President Director : Pandu Patria Sjahrir
Director : Alvin Firman Sunanda
Director : Juli Oktarina
Director : Mufti Utomo
Director : Sudharmono Saragih
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Financial Statement Overview
The table below shows a summary of the financial condition of the Company as of 30 June 2024:
(in US$)
Description
30 June 2024
Cash and Cash Equivalents 72,123,329
Total Current Assets 253,974,653
Total Assets 938,695,280
Total Current Liabilities 130,794,058
Total Liabilities 484,170,319
Total Equity 454,524,961
Note: The information regarding the financial data summary of the Company as of 30 June 2024 refers to the
auditor's opinions No. 00345/2.1032/JL.0/02/0685-1/1/VIII/2024 dated 30 August 2024.
IV. THE IMPACT OF THE TRANSACTION ON THE COMPANY'S FINANCIAL CONDITIONS
A. THE IMPACT OF THE PROPOSED TRANSACTION ON THE COMPANY'S FINANCIAL
CONDITIONS
The following is the interim pro forma consolidated financial information of the Company as of 30 June
2024, and for the six-month period ending on that date. This information has been prepared by the
Company’s management based on the applicable criteria as described below for the purpose of
compliance with OJK Regulation No. 17/2020 (“Pro Forma Interim Consolidated Financial
Information”). This Pro Forma Interim Consolidated Financial Information is subject to a reasonable
assurance engagement by a Public Accountant in accordance with Assurance Engagement Standard
3420, 'Assurance Engagements to Report on the Compilation of Pro Forma Interim Financial
Information Included in a Prospectus,' issued by the Indonesian Institute of Certified Public
Accountants, with an unmodified opinion including an Other Matter paragraph explaining the purpose
of the issuance of the assurance report, as stated in the Independent Practitioner’s Assurance Report
No.00388/2.1032/JL.0/02/0685-1/1/XI/2024 dated 8 November 2024.
This interim pro forma consolidated financial information: (i) is presented based on the information,
estimates, and assumptions currently available and deemed reasonable by the Company's
management as of the issuance date of this interim pro forma consolidated financial information, (ii) is
intended to illustrate the impact of the sale transaction on the Company’s unadjusted consolidated
financial information, as if the Proposed Transaction had been implemented on 30 June 2024, and (iii)
does not reflect all decisions made by the Company after the completion of the Proposed Transaction.
The interim pro forma consolidated financial information as of 30 June 2024, indicates that the
Transaction value exceeds 50% of the Company’s total equity. Therefore, in accordance with Article
6 paragraph (1) letter (d) number (1) of OJK Regulation No.17/2020, the Company is required to obtain
shareholder approval for the Proposed Transaction at a duly convened Extraordinary General Meeting
of Shareholders. Hence, the Company must also comply with the provisions of Article 6 paragraph (1)
letter (d) number (1) of OJK Regulation No.17/2020.
14
Page 15
PT TBS ENERGI UTAMA TBK DAN ENTITAS ANAKNYA PT TBS ENERGI UTAMA TBK AND ITS SUBSIDIARIES
LAPORAN POSISI KEUANGAN KONSOLIDASIAN INTERIM PROFORMA UNAUDITED PRO FORMA INTERIM CONSOLIDATED
YANG TIDAK DIAUDIT STATEMENT OF FINANCIAL POSITION
Tanggal 30 Juni 2024 As of June 30, 2024
(Disajikan dalam Dolar Amerika Serikat, kecuali dinyatakan lain) (Expressed in United States Dollar, unless otherwise stated)
Saldo
konsolidasian
interim historis
30 Juni 2024
dari
Saldo Perusahaan
konsolidasian Target/
interim historis Interim
30 Juni 2024/ consolidated
Interim historical
consolidated balances as of Saldo interim historis 30 Juni 2024 dari
historical June 30, 2024 Saldo Objek Penjualan (diaudit)/Interim
balances as of from the Target konsolidasian historical balances as of June 30, 2024
June 30, 2024 Company interim proforma from the Sales Objects (audited)
setelah akuisisi
Sembcorp Perusahaan
Environment Target (tidak Saldo
Pte. Ltd. dan diaudit)/ konsolidasian
PT TBS Energi entitas Penyesuaian Pro forma interim Penyesuaian interim proforma
Utama Tbk dan anaknya/ proforma consolidated proforma (tidak diaudit)/
Entitas Anaknya/ Sembcorp (tidak diaudit)/ balance after PT Gorontalo PT Minahasa (tidak diaudit)/ Pro forma interim
PT TBS Energi Environment Pro forma acquisition of Listrik Perdana/ Cahaya Lestari/ Pro forma consolidated
Utama Tbk and Pte. Ltd. and adjustment Target Company PT Gorontalo PT Minahasa adjustment balance
Its Subsidiaries its subsidiaries (unaudited) (unaudited) Listrik Perdana Cahaya Lestari (unaudited) (unaudited)
Aset Assets
Aset Lancar 3.1.b.i
Current Assets
3.2.c.i
Kas dan setara kas 72.123.329 22.117.370 (21.801.133) 72.439.566 11.599.819 1.230.488 129.247.474 188.856.733 Cash and cash equivalents
Kas di bank yang
dibatasi penggunaannya 25.023.332 - - 25.023.332 - - - 25.023.332 Restricted cash in banks
Piutang usaha - pihak ketiga 36.766.453 - - 36.766.453 11.136.299 11.327.511 - 14.302.643 Trade receivables - third parties
Piutang lain - lain Other receivables
3.2.c.ii
Pihak berelasi 12.158 - - 12.158 - 5.922 5.922 12.158 Related parties
Pihak ketiga 8.547.908 37.627.543 - 46.175.451 81.682 46.020 - 46.047.749 Third parties
Persediaan 21.475.729 3.817.458 - 25.293.187 1.741.393 2.436.084 - 21.115.710 Inventories
Pajak dibayar di muka 4.718.159 - - 4.718.159 - - - 4.718.159 Prepaid taxes
Biaya dibayar di muka 4.734.584 - - 4.734.584 177.742 646.339 - 3.910.503 Prepaid expenses
Uang muka 13.929.608 - - 13.929.608 442.733 171.919 - 13.314.956 Advances
Piutang derivatif 56.119 - - 56.119 4.490 51.629 - - Derivative receivables
Piutang yang belum difakturkan - Unbilled receivables -
pihak ketiga 66.525.713 - - 66.525.713 34.062.761 32.462.952 - - third party
Aset lancar lainnya 61.561 - - 61.561 - - - 61.561 Other current assets
Total Aset Lancar 253.974.653 63.562.371 (21.801.133) 295.735.891 59.246.919 48.378.864 129.253.396 317.363.504 Total Current Assets
15
Page 16
PT TBS ENERGI UTAMA TBK DAN ENTITAS ANAKNYA PT TBS ENERGI UTAMA TBK AND ITS SUBSIDIARIES
LAPORAN POSISI KEUANGAN KONSOLIDASIAN INTERIM PROFORMA UNAUDITED PRO FORMA INTERIM CONSOLIDATED
YANG TIDAK DIAUDIT (lanjutan) STATEMENT OF FINANCIAL POSITION (continued)
Tanggal 30 Juni 2024 As of June 30, 2024
(Disajikan dalam Dolar Amerika Serikat, kecuali dinyatakan lain) (Expressed in United States Dollar, unless otherwise stated)
Saldo
konsolidasian
interim historis
30 Juni 2024
dari
Saldo Perusahaan
konsolidasian Target/
interim historis Interim
30 Juni 2024/ consolidated
Interim historical
consolidated balances as of Saldo interim historis 30 Juni 2024 dari
historical June 30, 2024 Saldo Objek Penjualan (diaudit)/Interim
balances as of from the Target konsolidasian historical balances as of June 30, 2024
June 30, 2024 Company interim proforma from the Sales Objects (audited)
setelah akuisisi
Sembcorp Perusahaan
Environment Target (tidak Saldo
Pte. Ltd. dan diaudit)/ konsolidasian
PT TBS Energi entitas Penyesuaian Pro forma interim Penyesuaian interim proforma
Utama Tbk dan anaknya/ proforma consolidated proforma (tidak diaudit)/
Entitas Anaknya/ Sembcorp (tidak diaudit)/ balance after PT Gorontalo PT Minahasa (tidak diaudit)/ Pro forma interim
PT TBS Energi Environment Pro forma acquisition of Listrik Perdana/ Cahaya Lestari/ Pro forma consolidated
Utama Tbk and Pte. Ltd. and adjustment Target Company PT Gorontalo PT Minahasa adjustment balance
Its Subsidiaries its subsidiaries (unaudited) (unaudited) Listrik Perdana Cahaya Lestari (unaudited) (unaudited)
Aset (lanjutan) Assets (continued)
Aset Tidak Lancar Non-current Assets
Kas di bank yang
dibatasi penggunaannya 20.236.462 - - 20.236.462 4.414.215 15.822.247 - - Restricted cash in banks
Piutang yang belum difakturkan -
pihak ketiga 428.939.186 - - 428.939.186 220.242.350 208.696.836 - - Unbilled receivables - third party
Uang muka 4.432.766 - - 4.432.766 - 38.910 - 4.393.856 Advances
Investasi saham 9.630.040 - - 9.630.040 - - - 9.630.040 Investment in shares
Estimasi tagihan pajak 2.885.099 - - 2.885.099 - - - 2.885.099 Estimated claims for tax refund
Aset hak guna 3.842.825 - - 3.842.825 285.812 282.093 - 3.274.920 Right-of-use-assets
Piutang lain-lain Other receivables
Pihak berelasi 36.920.490 - - 36.920.490 - - - 36.920.490 Related party
Pihak ketiga 3.336.756 - - 3.336.756 - - - 3.336.756 Third parties
Investasi pada entitas asosiasi 4.716.177 - - 4.716.177 - - - 4.716.177 Investment in associates
Aset pajak tangguhan 9.221.839 - - 9.221.839 - - - 9.221.839 Deferred tax assets
Aset tak berwujud 12.872.902 91.350 - 12.964.252 - - - 12.964.252 Intangible assets
Properti investasi 6.811.052 7.762.737 - 14.573.789 - - - 14.573.789 Investment properties
Aset tetap 33.307.154 223.154.186 - 256.461.340 4.370.747 983.169 - 251.107.424 Fixed assets
Aset eksplorasi dan evaluasi 4.846.532 - - 4.846.532 - - - 4.846.532 Exploration and evaluation assets
Properti pertambangan 51.310.440 - - 3.1.b.ii 51.310.440 - - - 51.310.440 Mine properties
Goodwill 41.435.923 13.411.973 78.284.696 133.132.592 - - - 133.132.592 Goodwill
Aset tidak lancar lainnya 9.974.984 - -. 9.974.984 24.831 27.817 - 9.922.336 Other non-current assets
Total Aset Tidak Lancar 684.720.627 244.420.246 78.284.696 1.007.425.569 229.337.955 225.851.072 - 552.236.542 Total Non-current Assets
Total Aset 938.695.280 307.982.617 56.483.563 1.303.161.460 288.584.874 274.229.936 129.253.396 869.600.046 Total Assets
16
Page 17
PT TBS ENERGI UTAMA TBK DAN ENTITAS ANAKNYA PT TBS ENERGI UTAMA TBK AND ITS SUBSIDIARIES
LAPORAN POSISI KEUANGAN KONSOLIDASIAN INTERIM PROFORMA UNAUDITED PRO FORMA INTERIM CONSOLIDATED
YANG TIDAK DIAUDIT (lanjutan) STATEMENT OF FINANCIAL POSITION (continued)
Tanggal 30 Juni 2024 As of June 30, 2024
(Disajikan dalam Dolar Amerika Serikat, kecuali dinyatakan lain) (Expressed in United States Dollar, unless otherwise stated)
Saldo
konsolidasian
interim historis
30 Juni 2024
dari
Saldo Perusahaan
konsolidasian Target/
interim historis Interim
30 Juni 2024/ consolidated
Interim historical
consolidated balances as of Saldo interim historis 30 Juni 2024 dari
historical June 30, 2024 Saldo Objek Penjualan (diaudit)/Interim
balances as of from the Target konsolidasian historical balances as of June 30, 2024
June 30, 2024 Company interim proforma from the Sales Objects (audited)
setelah akuisisi
Sembcorp Perusahaan
Environment Target (tidak Saldo
Pte. Ltd. dan diaudit)/ konsolidasian
PT TBS Energi entitas Penyesuaian Pro forma interim Penyesuaian interim proforma
Utama Tbk dan anaknya/ proforma consolidated proforma (tidak diaudit)/
Entitas Anaknya/ Sembcorp (tidak diaudit)/ balance after PT Gorontalo PT Minahasa (tidak diaudit)/ Pro forma interim
PT TBS Energi Environment Pro forma acquisition of Listrik Perdana/ Cahaya Lestari/ Pro forma consolidated
Utama Tbk and Pte. Ltd. and adjustment Target Company PT Gorontalo PT Minahasa adjustment balance
Its Subsidiaries its subsidiaries (unaudited) (unaudited) Listrik Perdana Cahaya Lestari (unaudited) (unaudited)
Liabilitas dan Ekuitas Liabilities and Equity
Liabilitas Liabilities
Liabilitas Jangka Pendek Current Liabilities
Utang bank jangka pendek 19.293.377 - - 19.293.377 6.647.295 6.346.082 - 6.300.000 Short-term bank loans
Utang usaha - pihak ketiga 38.848.813 - - 38.848.813 3.729.325 5.261.389 - 29.858.099 Trade payables - third parties
Utang lain-lain Other payables
Pihak ketiga 1.784.844 1.784.844 486.000 34.477 - 3.2.c.iii 1.264.367 Third parties
Pihak berelasi 2.338 27.683.143 - 27.685.481 5.825 - 5.825 27.685.481 Related party
Biaya yang masih harus dibayar 11.739.331 - - 11.739.331 4.278.905 2.195.746 - .©© 5.264.680 Accrued expenses
Utang derivatif 2.627.087 - - 2.627.087 - - - 2.627.087 Derivative payables
Liabilitas imbalan kerja Short-term employee
jangka pendek 896.770 - - 896.770 43.943 58.825 - 794.002 benefits liability
3.2.c.iv
Utang pajak 10.606.865 3.914.037 - 14.520.902 16.845 28.831 10.543.157 25.018.383 Taxes payable
Liabilitas kontrak 4.261.025 - - 4.261.025 - - - . 4.261.025 Contract liabilities
Bagian lancar atas: 3.1.b.iii
Current maturities of:
Utang bank 39.952.744 - 7.962.253 47.914.997 12.056.422 15.806.173 - 20.052.402 Bank loans
Liabilitas sewa 780.864 4.496.639 - 5.277.503 59.596 79.435 - 5.138.472 Lease liabilities
Total Liabilitas Jangka Pendek 130.794.058 36.093.819 7.962.253 174.850.130 27.324.156 29.810.958 10.548.982 128.263.998 Total Current Liabilities
17
Page 18
PT TBS ENERGI UTAMA TBK DAN ENTITAS ANAKNYA PT TBS ENERGI UTAMA TBK AND ITS SUBSIDIARIES
LAPORAN POSISI KEUANGAN KONSOLIDASIAN INTERIM PROFORMA UNAUDITED PRO FORMA INTERIM CONSOLIDATED
YANG TIDAK DIAUDIT (lanjutan) STATEMENT OF FINANCIAL POSITION (continued)
Tanggal 30 Juni 2024 As of June 30, 2024
(Disajikan dalam Dolar Amerika Serikat, kecuali dinyatakan lain) (Expressed in United States Dollar, unless otherwise stated)
Saldo
konsolidasian
interim historis
30 Juni 2024
dari
Saldo Perusahaan
konsolidasian Target/
interim historis Interim
30 Juni 2024/ consolidated
Interim historical
consolidated balances as of Saldo interim historis 30 Juni 2024 dari
historical June 30, 2024 Saldo Objek Penjualan (diaudit)/Interim
balances as of from the Target konsolidasian historical balances as of June 30, 2024
June 30, 2024 Company interim proforma from the Sales Objects (audited)
setelah akuisisi
Sembcorp Perusahaan
Environment Target (tidak Saldo
Pte. Ltd. dan diaudit)/ konsolidasian
PT TBS Energi entitas Penyesuaian Pro forma interim Penyesuaian interim proforma
Utama Tbk dan anaknya/ proforma consolidated proforma (tidak diaudit)/
Entitas Anaknya/ Sembcorp (tidak diaudit)/ balance after PT Gorontalo PT Minahasa (tidak diaudit)/ Pro forma interim
PT TBS Energi Environment Pro forma acquisition of Listrik Perdana/ Cahaya Lestari/ Pro forma consolidated
Utama Tbk and Pte. Ltd. and adjustment Target Company PT Gorontalo PT Minahasa adjustment balance
Its Subsidiaries its subsidiaries (unaudited) (unaudited) Listrik Perdana Cahaya Lestari (unaudited) (unaudited)
Liabilitas dan Ekuitas (lanjutan) Liabilities and Equity
(continued)
Liabilitas (lanjutan) Liabilities (continued)
Liabilitas Jangka Panjang Non-current Liabilities
Liabilitas sewa 2.362.834 22.642.530 - 25.005.364 197.086 176.723 - 24.631.555 Lease liabilities
Utang lain-lain 3.2.c.v3.
Other payables
Pihak ketiga - 4.420.525 - 4.420.525 28.106.862 537.015 28.643.877 2.c.v 4.420.525 Third parties
Pihak berelasi 3.204.689 - - 3.204.689 281.751 - - 2.922.938 Related parties
3.1.b.iii
Utang bank jangka panjang 271.839.558 - 241.094.073 512.933.631 127.638.455 87.255.743 - 298.039.433 Long-term bank loans
Utang jangka panjang - pihak 3.1.b.iv
Long-term payables -
ketiga - - 36.862.283 36.862.283 - - - 36.862.283 third parties
Utang obligasi 32.150.420 - - 32.150.420 - - - 32.150.420 Bonds payable
Liabilitas kontrak 462.201 - - 462.201 - - - 462.201 Contract liabilites
Liabilitas pajak tangguhan 27.230.073 24.525.951 - 51.756.024 12.952.060 11.343.205 - 27.460.759 Deferred tax liabilities
Provisi untuk reklamasi Provision for mine reclamation
dan penutupan tambang 10.519.906 - - 10.519.906 - - - 10.519.906 and mine closure
Liabilitas imbalan kerja 5.606.580 - - 5.606.580 111.587 226.010 - 5.268.983 Employee benefits liability
Total Liabilitas Jangka Panjang 353.376.261 51.589.006 277.956.356 682.921.623 169.287.801 99.538.696 28.643.877 442.739.003 Total Non-current Liabilities
Total Liabilitas 484.170.319 87.682.825 285.918.609 857.771.753 196.611.957 129.349.654 39.192.859 571.003.001 Total Liabilities
18
Page 19
PT TBS ENERGI UTAMA TBK DAN ENTITAS ANAKNYA PT TBS ENERGI UTAMA TBK AND ITS SUBSIDIARIES
LAPORAN POSISI KEUANGAN KONSOLIDASIAN INTERIM PROFORMA UNAUDITED PRO FORMA INTERIM CONSOLIDATED
YANG TIDAK DIAUDIT (lanjutan) STATEMENT OF FINANCIAL POSITION (continued)
Tanggal 30 Juni 2024 As of June 30, 2024
(Disajikan dalam Dolar Amerika Serikat, kecuali dinyatakan lain) (Expressed in United States Dollar, unless otherwise stated)
Saldo
konsolidasian
interim historis
30 Juni 2024
dari
Saldo Perusahaan
konsolidasian Target/
interim historis Interim
30 Juni 2024/ consolidated
Interim historical
consolidated balances as of Saldo interim historis 30 Juni 2024 dari
historical June 30, 2024 Saldo Objek Penjualan (diaudit)/Interim
balances as of from the Target konsolidasian historical balances as of June 30, 2024
June 30, 2024 Company interim proforma from the Sales Objects (audited)
setelah akuisisi
Sembcorp Perusahaan
Environment Target (tidak Saldo
Pte. Ltd. dan diaudit)/ konsolidasian
PT TBS Energi entitas Penyesuaian Pro forma interim Penyesuaian interim proforma
Utama Tbk dan anaknya/ proforma consolidated proforma (tidak diaudit)/
Entitas Anaknya/ Sembcorp (tidak diaudit)/ balance after PT Gorontalo PT Minahasa (tidak diaudit)/ Pro forma interim
PT TBS Energi Environment Pro forma acquisition of Listrik Perdana/ Cahaya Lestari/ Pro forma consolidated
Utama Tbk and Pte. Ltd. and adjustment Target Company PT Gorontalo PT Minahasa adjustment balance
Its Subsidiaries its subsidiaries (unaudited) (unaudited) Listrik Perdana Cahaya Lestari (unaudited) (unaudited)
Liabilitas dan Ekuitas (lanjutan) Liabilities and Equity
(continued)
Ekuitas Equity
Ekuitas yang Dapat
Diatribusikan kepada Equity Attributable to the
Pemilik Entitas Induk Owners of the Parent Entity
Modal saham – nilai nominal
Rp50 per saham (angka Share capital - Rp50 par value
penuh) per share (full amount)
- Modal dasar 24.000.000.000 Authorized -
saham 24,000,000,000 shares
- Modal ditempatkan dan Issued and fully paid -
disetor penuh 8.167.826.970 3.1.b..v 3.2.c.vi,3.2.c.vii
share capital 8,167,826,970
saham 44.450.566 196.522.412 (196.522.412) 44.450.566 200.000 50.607.000 50.807.000 44.450.566 shares
3.2.c.vi,3.2.c.vii
Tambahan modal disetor 134.004.586 - - .vi,3.1.b.vi 134.004.586 1.456.315 2.665.407 4.121.722 3.2.c.vi 134.004.586 Additional paid-in capital
Utang wajib konversi - - - i - 13.600.000 - 13.600.000 - Mandatory convertible debt
.vi,3.1.b.vii
3.2.c.vi,3.2.c.vii
Advance for future shares
3.1.b.vi,3.
Uang muka setoran modal - - - 1.b.vii - 17.891.709 52.965 17.944.674 - subscriptions
Saham bonus 424.671 - - 424.671 14.283 14.301 - 3.1.b.vi,3.1.b.vii
3.2.c.viii
396.087 Bonus shares
Saham treasuri - - - .vi,3.1.b.vi - - - (10.962.526).vi,3.1.b.vii (10.962.526) Treasury shares
.
i
Difference arising from
.vi,3.1.b.vii
Selisih transaksi dengan 3.1.b..vii
transactions with
pihak nonpengendali (94.547.286) - 4.839.750 (89.707.536) - - -
.
(89.707.536) non-controlling interests
Saldo laba .vi,3.1.b.vi Retained earnings
3.2.c.vi,3.2.c.vii
Dicadangkan 4.809.830 - - i 4.809.830 160.000 1.510.000 1.670.000 4.809.830 Appropriated
3.1.b.v 3.2.c.iv,3.2.c.vi,
Belum dicadangkan 277.800.540 22.699.527 (22.699.527) 277.800.540 58.623.949 89.917.932 60.992.524 190.251.183 Unappropriated
3.1.b.v
3.1.b.vi,3.
Penghasilan komprehensif lain (12.694.086) 1.077.853 (1.077.853) .vi,3.1.b.vii (12.694.086) 26.661 112.677 - 3.2.c.vii,3.2.c.x (12.833.424) Other comprehensive income
1.b.vii
354.248.821 220.299.792 (215.460.042).vi,3.1.b.vi 359.088.571 91.972.917 144.880.282 138.173.394 260.408.766
3.1.b.vi,3.1.
i
.vi,3.1.b.vi
Kepentingan Nonpengendali 100.276.140 - (13.975.004) b.vii
3.1.b.vi 86.301.136 - - (48.112.857) 3.2.c.ix 38.188.279 Non-controlling Interest
i
3.1.b.vi,3.
Total Ekuitas 454.524.961 220.299.792 (229.435.046) .vi,3.1.b.vii
1.b.vii
445.389.707 91.972.917 144.880.282 90.060.537 . 298.597.045 Total Equity
Total Liabilitas dan Ekuitas 938.695.280 307.982.617 56.483.563 .vi,3.1.b.vi 1.303.161.460 288.584.874 274.229.936 129.253.396 3.1.b.vi,3.1.b 869.600.046 Total Liabilities and Equity
.vii
i
.vi,3.1.b.vii
19
Page 20
PT TBS ENERGI UTAMA TBK DAN ENTITAS ANAKNYA PT TBS ENERGI UTAMA TBK AND ITS SUBSIDIARIES
LAPORAN LABA RUGI DAN PENGHASILAN UNAUDITED PRO FORMA INTERIM CONSOLIDATED STATEMENT OF
KOMPREHENSIF LAIN KONSOLIDASIAN INTERIM PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
PROFORMA YANG TIDAK DIAUDIT For the six-month period ended June 30, 2024
Untuk periode enam bulan yang berakhir pada tanggal 30 Juni 2024 (Expressed in United States Dollar, unless otherwise stated)
(Disajikan dalam Dolar Amerika Serikat, kecuali dinyatakan lain)
Periode Enam Bulan yang Berakhir pada Tanggal 30 Juni 2024/
Six-Month Period Ended June 30, 2024
Saldo
konsolidasian
interim historis
30 Juni 2024/ Konsolidasi
Interim Perusahaan
consolidated Target/
historical Consolidated Saldo
balances as of Target konsolidasian
June 30, 2024 Company interim proforma Objek Penjualan/Sales Objects
setelah akuisisi
Sembcorp Perusahaan
Environment Target (tidak Saldo
Pte. Ltd. dan diaudit)/ konsolidasian
PT TBS Energi entitas Penyesuaian Pro forma interim Penyesuaian interim proforma
Utama Tbk dan anaknya/ proforma consolidated proforma (tidak diaudit)/
Entitas Anaknya/ Sembcorp (tidak diaudit)/ balance after PT Gorontalo PT Minahasa (tidak diaudit)/ Pro forma interim
PT TBS Energi Environment Pro forma acquisition of Listrik Perdana/ Cahaya Lestari/ Pro forma consolidated
Utama Tbk and Pte. Ltd. and adjustment Target Company PT Gorontalo PT Minahasa adjustment balance
Its Subsidiaries its subsidiaries (unaudited) (unaudited) Listrik Perdana Cahaya Lestari (unaudited) (unaudited)
Pendapatan dari kontrak Revenues from contracts
dengan pelanggan 248.679.356 - - 248.679.356 - - - 248.679.356 with customers
Beban pokok pendapatan (193.970.517) - - (193.970.517) - - - (193.970.517) Cost of revenues
Laba Bruto 54.708.839 - - 54.708.839 - - - 54.708.839 Gross profit
Beban penjualan (1.337.726) - - (1.337.726) - - - (1.337.726) Selling expenses
General and administrative
Beban umum dan administrasi (24.002.088) - - (24.002.088) - - - (24.002.088) expenses
Pendapatan operasi lain 37.809.864 - - 37.809.864 - - - 37.809.864 Other operating income
Beban operasi lain (1.271.509) - - (1.271.509) - - - 3.2.c.x (1.271.509) Other operating expenses
Rugi atas divestasi entitas anak - - - - - - (77.028.895) (77.028.895) Loss on divestment of subsidiaries
Laba/(rugi) usaha 65.907.380 - - 65.907.380 - - (77.028.895) (11.121.515) Operating profit/(loss)
Pendapatan keuangan 1.486.129 - - 1.486.129 - - - 1.486.129 Finance income
Beban keuangan (18.169.608) - - (18.169.608) - - - (18.169.608) Finance costs
Bagian atas laba entitas asosiasi 25.325 - - 25.325 - - - 25.325 Share in profits of associates
Laba/(rugi) sebelum beban Profit/(loss) before
pajak penghasilan 49.249.226 - - 49.249.226 - - (77.028.895) (27.779.669) income tax expense
3.2.c.iv
Beban pajak penghasilan (8.759.425) - - (8.759.425) - - (10.543.157) (19.302.582) Income tax expense
Laba/(rugi) periode berjalan 40.489.801 - - 40.489.801 - - (87.572.052) (47.082.251) Profit/(loss) for the period
20
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PT TBS ENERGI UTAMA TBK DAN ENTITAS ANAKNYA PT TBS ENERGI UTAMA TBK AND ITS SUBSIDIARIES
LAPORAN LABA RUGI DAN PENGHASILAN UNAUDITED PRO FORMA INTERIM CONSOLIDATED STATEMENT OF
KOMPREHENSIF LAIN KONSOLIDASIAN INTERIM PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (continued)
PROFORMA YANG TIDAK DIAUDIT (lanjutan) For the six-month period ended June 30, 2024
Untuk periode enam bulan yang berakhir pada tanggal 30 Juni 2024 (Expressed in United States Dollar, unless otherwise stated)
(Disajikan dalam Dolar Amerika Serikat, kecuali dinyatakan lain)
Periode Enam Bulan yang Berakhir pada Tanggal 30 Juni 2024/
Six-Month Period Ended June 30, 2024
Saldo
konsolidasian
interim historis
30 Juni 2024/ Konsolidasi
Interim Perusahaan
consolidated Target/
historical Consolidated Saldo
balances as of Target konsolidasian
June 30, 2024 Company interim proforma Objek Penjualan/Sales Objects
setelah akuisisi
Sembcorp Perusahaan
Environment Target (tidak Saldo
Pte. Ltd. dan diaudit)/ konsolidasian
PT TBS Energi entitas Penyesuaian Pro forma interim Penyesuaian interim proforma
Utama Tbk dan anaknya/ proforma consolidated proforma (tidak diaudit)/
Entitas Anaknya/ Sembcorp (tidak diaudit)/ balance after PT Gorontalo PT Minahasa (tidak diaudit)/ Pro forma interim
PT TBS Energi Environment Pro forma acquisition of Listrik Perdana/ Cahaya Lestari/ Pro forma consolidated
Utama Tbk and Pte. Ltd. and adjustment Target Company PT Gorontalo PT Minahasa adjustment balance
Its Subsidiaries its subsidiaries (unaudited) (unaudited) Listrik Perdana Cahaya Lestari (unaudited) (unaudited)
Pos-pos yang tidak akan Items that will be reclassified to
direklasifikasi ke laba rugi: profit or loss:
Laba atas pengukuran kembali Gain on re-measurement of
liabilitas imbalan kerja 27.502 - - 27.502 - - - 27.502 employee benefits liability
Perubahan nilai wajar investasi Change in fair value of
saham (520.000) - - (520.000) - - - (520.000) investment in shares
Pajak penghasilan terkait
perubahan nilai wajar Income tax relating to change in
investasi saham 114.400 - - 114.400 - - - 114.400 fair value investment in share
(378.098) - - (378.098) - - - (378.098)
Pos-pos yang akan Items that will be reclassified to
direklasifikasi ke laba rugi: profit or loss:
Selisih kurs karena Exchange differences on
penjabaran laporan translation of the financial
keuangan entitas anak 121.169 - - 121.169 - - - 121.169 statements of subsidiaries
Change in fair value of
Perubahan nilai wajar instrumen derivative instruments
derivatif lindung nilai arus kas (1.743.339) - - (1.743.339) - - - (1.743.339) cash flows hedge
(1.622.170) - - (1.622.170) - - - (1.622.170)
Penghasilan komprehensif lain
periode berjalan, setelah Other comprehensive income
pajak (2.000.268) - - (2.000.268) - - - (2.000.268) for the period, net of tax
Total penghasilan komprehensif Total comprehensive income for
periode berjalan 38.489.533 - - 38.489.533 - - (87.572.052) (49.082.519) the period
21
Page 22
PT TBS ENERGI UTAMA TBK DAN ENTITAS ANAKNYA PT TBS ENERGI UTAMA TBK AND ITS SUBSIDIARIES
LAPORAN LABA RUGI DAN PENGHASILAN UNAUDITED PRO FORMA INTERIM CONSOLIDATED STATEMENT OF
KOMPREHENSIF LAIN KONSOLIDASIAN INTERIM PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (continued)
PROFORMA YANG TIDAK DIAUDIT (lanjutan) For the six-month period ended June 30, 2024
Untuk periode enam bulan yang berakhir pada tanggal 30 Juni 2024 (Expressed in United States Dollar, unless otherwise stated)
(Disajikan dalam Dolar Amerika Serikat, kecuali dinyatakan lain)
Periode Enam Bulan yang Berakhir pada Tanggal 30 Juni 2024/
Six-Month Period Ended June 30, 2024
Saldo
konsolidasian
interim historis
30 Juni 2024/ Konsolidasi
Interim perusahaan
consolidated target/
historical Consolidated Saldo
balances as of target konsolidasian
June 30, 2024 company interim proforma Objek Penjualan/Sales Objects
setelah akuisisi
Sembcorp Perusahaan
Environment Target (tidak Saldo
Pte. Ltd. dan diaudit)/ konsolidasian
PT TBS Energi entitas Penyesuaian Pro forma interim Penyesuaian interim proforma
Utama Tbk dan anaknya/ proforma consolidated proforma (tidak diaudit)/
Entitas Anaknya/ Sembcorp (tidak diaudit)/ balance after PT Gorontalo PT Minahasa (tidak diaudit)/ Pro forma interim
PT TBS Energi Environment Pro forma acquisition of Listrik Perdana/ Cahaya Lestari/ Pro forma consolidated
Utama Tbk and Pte. Ltd. and adjustment Target Company PT Gorontalo PT Minahasa adjustment balance
Its Subsidiaries its subsidiaries (unaudited) (unaudited) Listrik Perdana Cahaya Lestari (unaudited) (unaudited)
Laba/(rugi) periode berjalan yang Profit/(loss) for the period
dapat diatribusikan kepada: attributable to:
Pemilik entitas induk 26.492.710 - - 26.492.710 - - (87.572.052) (61.079.342) Owners of the parent
Kepentingan nonpengendali 13.997.091 - - 13.997.091 - - - 13.997.091 Non-controlling interests
40.489.801 - - 40.489.801 - - (87.572.052) (47.082.251)
Total penghasilan komprehensif Total comprehensive income
periode berjalan yang dapat for the period
diatribusikan kepada: attributable to:
Pemilik entitas induk 24.541.344 - - 24.541.344 - - (87.572.052) (63.030.708) Owners of the parent
Kepentingan nonpengendali 13.948.189 - - 13.948.189 - - - 13.948.189 Non-controlling interests
38.489.533 - - 38.489.533 - - (87.572.052) (49.082.519)
Laba/(rugi) per saham dasar Profit/(loss) for the period
dapat diatribusikan kepada: attributable to:
Pemilik entitas induk 0,0033 0,0033 (0,0075) Owners of the parent
22
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V. SUMMARY OF INDEPENDENT APPRAISER'S REPORT
KJPP KR as registered Kantor Jasa Penilai Publik (Public Appraisal Office) based on the Ministry of
Finance Decree No. 2.19.0162 dated 15 July 2019 and listed as a capital market supporting profession
of the OJK under Registered Letter of Capital Market Supporting Profession of OJK No. STTD.PB-
01/PJ-1/PM.223/2023 (business appraiser), has appointed by the Company’s management to give an
opinion as independent appraisers on the market value of 100.00% shares of SEPL and fairness of the
Company’s Proposed Transaction in accordance to the engagement letter No. KR.241002-002 dated 2
October 2024 which was approved by the Company’s management.
VALUATION REPORT OF 100.00% SHARES OF SEPL
The following is a summary of the valuation report of 100.00% shares of SEPL as stated in report
No. 00165/2.0162-00/BS/02/0153/1/XI/2024 dated 6 November 2024:
A. PARTIES IDENTITY
The parties involved in the proposed transaction are SBT 2 and SIL.
B. THE VALUATION OBJECT
The valuation object in this valuation is the market value of 100.00% shares of SEPL.
C. THE EFFECTIVE DATE OF VALUATION
The market value of the valuation object in the valuation was calculated as of
30 June 2024. This date was selected based on the consideration of interests and the objective of
the valuation as well as the financial data of SEPL that KJPP KR have received. The financial data
was SEPL’s financial statements for the six months period ended 30 June 2024, which became the
basis of this valuation.
D. THE OBJECTIVE AND PURPOSE OF THE VALUATION
The objective of the valuation is to obtain an independent opinion on the market value of the
valuation object stated in Singapore Dollar (S$) and/or its equivalency as of 30 June 2024.
The purpose of the valuation is to provide an overview of the market value of the valuation
object, which will subsequently be used as a reference and consideration by the Company's
management in implementing the Company's Proposed Transaction and to comply with OJK
Regulation No.17/2020.
This valuation is conducted in compliance with the provisions of OJK Regulation
No. 35/POJK.04/2020 concerning "Valuation and Presentation of Business Valuation Reports in the
Capital Market" dated 25 May 2020 ("OJK Regulation No.35/2020") as well as the 2018 Indonesian
Valuation Standards, Revised Edition SPI300, SPI310, SPI320, SPI330 ("SPI").
E. LIMITING CONDITIONS AND MAJOR ASSUMPTIONS
This valuation was prepared based on the market and economic conditions, general business and
financial conditions as well as applicable government regulations until the date of issuance of this
valuation report.
23
Page 24
The valuation was performed using the discounted cash flow method was based on SEPL, SW, and
SES’s financial statements projections prepared by the management of SEPL, SW, and SES. In
preparing the financial statements projections, various assumptions were developed based on the
performance of SEPL, SW, and SES in previous year and management’s plan for the future. We
have made some adjustments to the financial statements projections in order to describe the
operating conditions and performance of SEPL, SW, and SES more fairly during the valuation.
Overall, there were not any significant adjustments that have been applied to the performance
targets of SEPL, SW, and SES and reflect its fiduciary duty. We are responsible for the valuation
and the fairness of the financial statements projections based on the historical performance of SEPL,
SW, and SES and the information from the management of SEPL, SW, and SES to such financial
statements projections. We are also responsible for the valuation report of SEPL, SW, and SES and
the final value conclusion.
In the valuation assignment, KJPP KR assumed the fulfillment of all conditions and obligations of
the Company. We also assumed that from the date of the valuation until the date of issuance of the
valuation report, there were no changes that could materially affect the assumptions used in the
valuation. We are not responsible to reaffirm or to supplement or to update KJPP KR opinion due
to the changes in the assumptions and conditions as well as events occurring after the report date.
In performing the analysis, KJPP KR assumed and relied on the accuracy, reliability, and
completeness of all financial information and other information provided to us by the Company and
SEPL or publicly available which were essentially true, complete and not misleading and KJPP KR
are not responsible to perform an independent investigation of such information. We also relied on
assurances from the management of the Company and SEPL that they did not know the facts which
led to the information given to us to be incomplete or misleading.
The valuation analysis of the valuation object was prepared using the data and information as
disclosed above. Any changes to the data and information may materially affect the outcome of
KJPP KR opinion. We are not responsible for the changes in the conclusions of KJPP KR valuation
as well as any losses, damages, costs or expenses caused by undisclosed information which led
the data obtained to be incomplete and/or could be misinterpreted.
Since the result of KJPP KR valuation extremely depended on the data and the underlying
assumptions, the changes in the data and assumptions based on market data would change the
result of KJPP KR valuation. Therefore, KJPP KR stated that the changes to the data used could
affect the result of the valuation and that such differences could be material. Although the content
of this valuation report had been prepared in good faith and in a professional manner, KJPP KR are
unable to accept the responsibility for the possibility of the differences in KJPP KR conclusion
caused by additional analysis, the application of the valuation result as a basis to perform the
analysis of the transaction or any changes in the data used as the basis of the valuation. The
valuation report of the valuation object represents a non-disclaimer opinion and is an open-for-public
report unless there was confidential information on such a report, which might affect the operation
of the Company and SEPL.
24
Page 25
KJPP KR work related to the valuation of the valuation object was not and could not be interpreted
in any form, a review or an audit or implementation of certain procedures of financial information.
The work was also not intended to reveal weaknesses in internal control, errors or irregularities in
the financial statements or violation of the law. Furthermore, KJPP KR have also obtained the
information on the legal status of SEPL based on the articles of association of SEPL.
F. THE VALUATION METHOD APPLIED
The valuation methods applied in the valuation of the valuation object were discounted cash flow
method, adjusted net asset method, and capitalized excess earning method.
The discounted cash flow method was used considering that the operations carried out by SEPL,
SW, and SES in the future will still fluctuate according to the estimated SEPL, SW, and SES’s
business development. In performing the valuation through this method, SEPL, SW, and SES’s
operations were projected based on the estimated SEPL, SW, and SES’s business development.
Future cash flows generated by financial statements projections were converted into the present
value using an appropriate discount rate to the level of risks. The indicative value was the total
present value of future cash flows.
In performing the valuation using adjusted net asset method, the value of all components of assets
and liabilities should be adjusted to its market value, except for component that has indicated its
market value (such as cash/bank or bank loan). Overall market value of the company was then
obtained by calculating the difference between the market value of all assets (tangible and
intangible) and the market value of liabilities.
The capitalized excess earning method used in SW and SES valuation is a valuation method based
on an asset approach. With this method, the value of all components of assets and liabilities must
be adjusted to their market value, except for components that have shown market value (such as
cash/bank or bank loans).
In addition to tangible assets, the market value of intangible assets such as patents, licenses,
research and development costs, trained and ready-to-work employees and subscription lists, must
also be calculated. The market value of these intangible assets is obtained by evaluating each of
these assets separately. The market value of equity (net worth) is then obtained by calculating the
difference between the adjusted values of all assets and liabilities.
As a next step, it is necessary to calculate the net cash flow of the company being assessed. The
difference between net cash flow and expected income is the excess income generated by net
tangible assets. The value of the intangible asset is then calculated by capitalizing the excess
income with the appropriate capitalization level. The next step is to calculate the indication of the
market value of the shares by adding up the value of net tangible assets and the value of intangible
assets.
The approaches and valuation methods above were considered to be the most suitable to be applied
in this assignment and had been approved by the management of the Company and SEPL. It is
possible that the application of other valuation approaches and methods may give different results.
Furthermore, the values obtained from each of these methods are reconciled by weighting.
25
Page 26
G. THE VALUATION CONCLUSION
Based on the analysis of all data and information that KJPP KR have received and by considering
all relevant factors affecting the valuation, therefore in KJPP KR opinion, the market value of the
valuation object as of 30 June 2024 was S$393.65 million.
VI. SUMMARY OF THE FAIRNESS REPORT OF THE TRANSACTIONS
The following is a summary of the fairness opinion report of the Company’s Proposed Transaction as
stated in report No. 00166/2.0162-00/BS/02/0153/1/XI/2024 dated 8 November 2024:
A. PARTIES IDENTITY
The parties involved in the proposed transaction are the Company and SIL.
B. TRANSACTION OBJECT OF THE FAIRNESS OPINION
The transaction object in the fairness opinion on the proposed transaction is the Company plans to
acquire 266,563,184 shares or equivalent to 100.00% shares of SEPL from SIL for a transaction
value of S$405.00 million.
C. THE FAIRNESS OPINION DATE
The fairness opinion on the Company’s Proposed Transaction in the fairness opinion report was
calculated as of 30 June 2024. This date was selected based on the consideration of interests and
the objective of the analysis of the fairness opinion on the Company’s Proposed Transaction.
D. PURPOSE AND OBJECTIVE OF THE FAIRNESS OPINION
Purpose and objective of the preparation of the fairness opinion on the Company’s Proposed
Transaction is to provide an overview on the fairness of the Company’s Proposed Transaction to
the Company’s Directors from financial aspects and to comply with the applicable regulations, i.e.
OJK Regulation No. 17/2020.
This fairness opinion was prepared in compliance with the provisions of OJK Regulation No. 35/2020
as well as SPI.
E. LIMITING CONDITIONS AND MAJOR ASSUMPTIONS
The fairness opinion analysis on the Company’s Proposed Transaction was prepared using the data
and information as disclosed above, such data and information of which KJPP KR have reviewed.
In performing the analysis, KJPP KR relied on the accuracy, reliability and completeness of all
financial information, information on the legal status of the Company and other information provided
to KJPP KR by the Company or publicly available and KJPP KR are not responsible for the accuracy
of such information. Any changes to the data and information may materially influence the outcome
of KJPP KR opinion. KJPP KR also relied on assurances from the management of the Company
that they did not know the facts which led to the information given to KJPP KR to be incomplete or
misleading. Therefore, KJPP KR are not responsible for the changes in the conclusions of KJPP KR
fairness opinion caused by changes in those data and information.
The Company's consolidated financial projections before and after the Company’s Proposed
Transaction was prepared by the Company's management. KJPP KR have reviewed such financial
projections and those financial projections have described the operating conditions and
performance of the Company. Overall, there were not any significant adjustments to be made to the
performance targets of the Company.
26
Page 27
KJPP KR did not perform an inspection of the Company's fixed assets or facilities. In addition,
KJPP KR also did not give an opinion on the tax impact of the Company’s Proposed Transaction.
The service KJPP KR provided to the Company in connection with the Company’s Proposed
Transaction merely was the provision of the Fairness Opinion on the Company’s Proposed
Transaction, not accounting services, auditing or taxation. KJPP KR did not perform observation on
the validity of the Company’s Proposed Transaction from legal aspects and implication of taxation
aspects. The Fairness Opinion on the Company’s Proposed Transaction was only performed from
economic and financial aspects. The fairness opinion report on the Company’s Proposed
Transaction represented a non-disclaimer opinion and was an open-for-public report unless there
was confidential information on such report, which might affect the Company's operations.
Furthermore, KJPP KR have also obtained the information on the legal status of the Company and
SEPL based on the articles of association of the Company and SEPL.
KJPP KR work related to the Company’s Proposed Transaction was not and could not be interpreted
in any form, a review or an audit or an implementation of certain procedures of financial information.
The work was also not intended to reveal weaknesses in internal control, errors or irregularities in
the financial statements or violation of law. In addition, KJPP KR did not have the authority and was
not in a position to obtain and analyze a form of other transactions that existed and might be
available to the Company other than the Company’s Proposed Transaction and the effect of these
transactions to the Company’s Proposed Transaction.
This fairness opinion was prepared based on the market and economic conditions, general business
and financial conditions as well as government regulations related to the Company’s Proposed
Transaction on the issuance date of this Fairness Opinion.
In preparing the fairness opinion, KJPP KR applied several assumptions, such as the fulfillment of
all conditions and obligations of the Company as well as all parties involved in the Company’s
Proposed Transaction. The Company’s Proposed Transaction would be executed as described
accordingly to a predetermined time period and the accuracy of the information regarding the
Company’s Proposed Transaction which was disclosed by the Company's management.
The fairness opinion should be viewed as a whole and the use of partial analysis and information
without considering other information and analysis as a whole may cause a misleading view and
conclusion on the process underlying the fairness opinion. The preparation of the fairness opinion
was a complicated process and might not be possible to perform through incomplete analysis.
KJPP KR also assumed that from the issuance date of the fairness opinion until the execution date
of the Company’s Proposed Transaction, there were no changes that could materially affect the
assumptions used in the preparation of the fairness opinion. KJPP KR are not responsible to reaffirm
or to supplement or to update KJPP KR opinion due to the changes in the assumptions and
conditions as well as events occurring after the letter date. The calculation and analysis in the
fairness opinion have been performed properly and KJPP KR are responsible for the fairness
opinion report.
The conclusion of the fairness opinion is applicable for no changes that might materially impact on
the Company’s Proposed Transaction. Such changes include, but not limited to, the changes in
conditions both internally on the Company and externally on the market and economic conditions,
general conditions of business, trading and financial as well as government regulations of Indonesia
and other relevant regulations after the issuance date of the fairness opinion report. Whenever after
the issuance date of the fairness opinion report such changes occur, the fairness opinion on the
Company’s Proposed Transaction might be different.
27
Page 28
F. THE APPROACHES AND PROCEDURES OF THE FAIRNESS OPINION ON THE COMPANY’S
PROPOSED TRANSACTION
In evaluating the fairness opinion on the Company’s Proposed Transaction, KJPP KR had
performed analysis through the approaches and procedures of the fairness opinion on the
Company’s Proposed Transaction as follows:
I. Analysis of the Company’s Proposed Transaction;
II. Qualitative and quantitative analysis of the Company’s Proposed Transaction; and
III. Analysis of the fairness on the Company’s Proposed Transaction.
G. CONCLUSION
Based on the scope of works, assumptions, data, and information acquired from the Company's
management which was used in the preparation of this fairness opinion report, a review of the
financial impact on the Company’s Proposed Transaction as disclosed in the fairness opinion report,
therefore in KJPP KR opinion, the Company’s Proposed Transaction is fair, with the analysis are
as follow:
• As stated in SPA, SBT 2 plans to conduct an acquisition of 266,563,184 shares or equivalent to
100% shares of SEPL from SIL with the base purchase price amounting to S$ 375.00 million.
With considering the closing cash of S$30.00 million, therefore the transaction value of the
Proposed Transaction is S$405.00 million.
Based on share valuation conducted by KJPP KR for 100% shares of SEPL as stated in its
report No. 00165/2.0162-00/BS/02/0153/1/XI/2024 dated 6 November 2024, the market value
of 100% shares of SEPL is S$ 393.65 million. With considering the closing cash of S$ 30.00
million, therefore the market value of 100% shares of SEPL is S$ 423.65 million.
Therefore, the transaction value of the Proposed Transaction amounting to S$405.00 million is
less than the market value of 100% shares of SEPL amounting to S$ 423.65 million, so that the
Company could potentially record profit. The difference of the transaction value of 4.40% is in
accordance with OJK Regulation No. 35/2020, which percentage does not exceed 7.50% of the
market value of 100% shares of SEPL amounting to S$423.65 million.
VII. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Below is the indicative timeline for the execution of the Company’s EGMS in connection with the Proposed
Transaction:
Notification of the EGMS agenda to OJK : 31 October 2024
Announcement of the plan to convene EGMS and Disclosure of : 13 November 2024
Information on Material Transaction
Recording date : 26 November 2024
EGMS Invitation : 28 November 2024
EGMS : 20 December 2024
Announcement of the summary of the minutes of EGMS : 24 December 2024
Submission of the minutes of EGMS : 20 January 2025
28
Page 29
The EGMS will be held both physically and electronically through the Electronic General Meeting System
provided by KSEI on:
Day/Date : Friday / 20 December 2024
Agenda of : Approval in relation to the Company’s intention to conduct on Material Transaction
EGMS pursuant to Financial Services Authority Regulation No. 17/POJK.04/2020 on Material
Transactions and Change of Business Activity.
Quorum for : The quorum for attendance and quorum for the resolutions of the EGMS is carried out
Attendance by the following provisions:
and Voting
a. The EGMS may be held if at the EGMS, more than ½ (one half) of the total shares
with valid voting rights are present or represented.
b. In the event that the quorum as referred to in letter a is not reached, a second
EGMS may be held provided that the second EGMS is valid and entitled to make
decisions if at the EGMS at least 1/3 (one third) of the total shares with voting
rights are present or represented.
c. The resolutions of the EGMS as referred to in letters a and b are valid if they are
approved by more than 1/2 (one half) of the total shares with voting rights present
at the EGMS.
d. In the event that the quorum of attendance at the second EGMS as referred to in
letter b is not reached, the third EGMS may be held provided that the third EGMS
is valid and entitled to make decisions if attended by shareholders of shares with
valid voting rights in the attendance quorum and decision quorum determined by
OJK at the request of the Company.
VIII. STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
OF THE COMPANY
The Company's Board of Directors and Board of Commissioners hereby state that:
1. The purchase of the Sale Shares by the Company in the Proposed Transaction is not an affiliated
transaction and does not contain a conflict of interest as referred to in Financial Services Authority
Regulation No. 42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions,
enacted on 2 July 2020 ("OJK Regulation No. 42/2020"). Therefore, the Company is not required to
comply with the provisions in OJK Regulation No. 42/2020 in connection with the purchase of the Sale
Shares. The provision of the guarantee by the Company in the Proposed Transaction is an affiliated
transaction that is exempted from obligations under Article 4 paragraph 1 of OJK Regulation No.
42/2020, since the guarantee is provided by the Company to SBT 2, a Controlled Company which
shares are owned by the Company by more than 99% of the paid-up capital of SBT 2, as provided
under Article 6 paragraph (1) letter b point number 1 of OJK Regulation No. 42/2020. The provision of
the guarantee in the Proposed Transaction does not contain a conflict of interest as referred to in OJK
Regulation No. 42/2020.
29
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2. The Board of Directors and Board of Commissioners of the Company have (i) carefully studied the
information available in connection with the Proposed Transaction as described in this Disclosure of
Information, and (ii) conducted due diligence and to the best knowledge and belief of the Board of
Commissioners and the Board of Directors, all material information in connection with the Proposed
Transaction has been disclosed in this Disclosure of Information and such material information is not
misleading.
3. The Company's Board of Directors and Board of Commissioners are fully responsible for the accuracy
of all information contained in this Disclosure of Information.
IX. ADDITIONAL INFORMATION
To obtain additional information in connection with the Proposed Transaction, the Company's shareholders
may contact the Company's Corporate Secretary everyday during the Company's business hours at the
Company's head office at this address:
PT TBS Energi Utama Tbk
Treasury Tower Level 33, SCBD Lot. 28,
Jl. Jend. Sudirman Kav.52-53, South Jakarta 12190, Indonesia
Email : corsec@tbsenergi.com
Jakarta, 13 November 2024
PT TBS Energi Utama Tbk
Board of Directors of the Company
30
Names mentioned 73 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×8
unresolved
person
Surtini
p.3
unresolved
person
Surjadi
· Notaris
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
Minister of Justice
p.3
unresolved
org
Minister of Justice and Human Rights
p.3
unresolved
org
Minister of Law and Legislation
p.3
unresolved
org
PT SBT
p.4
unresolved
org
PT Solusi Bersih TBS
p.4 ×2
unresolved
org
Pte. Ltd
p.4 ×15
unresolved
org
Sembcorp Environment Pte. Ltd.
p.4 ×2
unresolved
org
Sembcorp Enviro Services Pte. Ltd.
p.5 ×2
unresolved
org
Sembcorp Industries Ltd
p.5 ×3
unresolved
org
SembWaste Pte. Ltd.
p.5 ×3
unresolved
org
KJPP KR
p.5 ×44
unresolved
org
Kantor Jasa Penilai Publik Kusnanto & Rekan
p.5
unresolved
org
Kantor Jasa Penilai Publik Kusnanto
p.5
unresolved
org
JTC Corporation
p.6
unresolved
org
PT PLN Batam
p.6
unresolved
org
Riau Petroleum Holdings Pte Ltd
p.7
unresolved
org
Sembcorp Waste Management Pte Ltd
p.7
unresolved
org
Sembcorp Environmental Management Pte. Ltd.
p.7
unresolved
org
KPMG LLP
p.8 ×3
unresolved
org
Semac Pte. Ltd.
p.8
unresolved
org
Emerich Investment Pte. Ltd.
p.9
unresolved
org
Sulo Environmental Corporation Pte. Ltd.
p.9
unresolved
org
Veolia Es Singapore Pte. Ltd.
p.9
unresolved
org
H. SBT Investment
p.10
unresolved
org
SBT Investment 1 Pte. Ltd
p.10
unresolved
person
Tan Hwee Hua
· Director
p.10
unresolved
person
Kong Chi-Nang
· Director
p.10
unresolved
person
Manu Bhaskaran
· Director
p.11
unresolved
person
Marina Chin Li Yuen
· Director
p.11
unresolved
person
Kunnasagaran Chinniah
· Director
p.11
unresolved
person
Nagi Adel Hamiyeh
· Director
p.11
unresolved
person
Uwe Krueger
· Director
p.11
unresolved
person
Kwa Lay Keng
· Director
p.11
unresolved
person
Lim Ming Yan
· Director
p.11
unresolved
person
Ong Chao Choon
· Director
p.11
unresolved
person
Tow Heng Tan
· Director
p.11
unresolved
person
Wong Kim Yin
· Director
p.11
unresolved
person
Yap Chee Keong
· Director
p.11
unresolved
org
PT Buana Persada Gemilang
p.12
unresolved
org
PT Toba Bara Sejahtra
p.12
unresolved
org
Indonesia Stock Exchange
p.12
unresolved
org
PT Perkebunan Kaltim Utama I
p.12
unresolved
org
PT Gorontalo Listrik Perdana
p.12
unresolved
org
PT Minahasa Cahaya Lestari
p.12
unresolved
org
PT Adimitra Energi Hidro
p.12
unresolved
org
PT Bayu Alam Sejahtera
p.12
unresolved
org
PT Energi Kreasi Bersama
p.12
unresolved
org
PT Datindo Entrycom
p.12
unresolved
org
Holdings Pte. Ltd
p.12
unresolved
person
Notary Aulia Taufani
· Notaris
p.13 ×5
unresolved
person
Dr. Ahmad Fuad Rahmany Independent
p.13 ×2
unresolved
person
Brodjonegoro
p.13
unresolved
org
PT TBS Energi
p.15 ×16
unresolved
org
PT Gorontalo
p.15 ×16
unresolved
org
PT Minahasa
p.15 ×16
unresolved
org
Ministry of Finance Decree
p.23
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
7097 ms
12 Sep 2026 22:56
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}