Back to announcement
20241024_GMFI_Laporan Informasi dan Fakta Material_31749428_lamp1.pdf
Other Text extracted GMFISource file signed link, expires in 15 minutes
Extracted text 33
Page 1
AMENDMENT AND/OR ADDITION TO DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS
OF
PT GARUDA MAINTENANCE FACILITY AERO ASIA TBK ON THE PROPOSED CAPITAL INCREASE
WITH PRE-EMPTIVE RIGHTS
INFORMATION AS CONTAINED IN THIS AMENDMENT AND/OR ADDITION TO DISCLOSURE OF INFORMATION
IS IMPORTANT TO BE READ AND CONSIDERED BY SHAREHOLDERS OF PT GARUDA MAINTENANCE FACILITY
AERO ASIA TBK.
AMENDMENT AND/OR ADDITION TO THIS DISCLOSURE OF INFORMATION IS PREPARED IN ORDER TO
COMPLY WITH THE FINANCIAL SERVICES AUTHORITY REGULATION NO. 32/POJK.04/2015 ON CAPITAL
INCREASE OF PUBLIC COMPANIES WITH PRE-EMPTIVE RIGHTS AS AMENDED BY THE FINANCIAL SERVICES
AUTHORITY REGULATION NO. 14/POJK.04/2019 ON AMENDMENT TO THE FINANCIAL SERVICES AUTHORITY
REGULATION NO. 32/POJK.04/2015 ON CAPITAL INCREASE OF PUBLIC COMPANIES WITH PRE-EMPTIVE
RIGHTS.
IF YOU FIND DIFFICULTIES IN UNDERSTANDING THE INFORMATION CONTAINED HEREIN, AMENDMENT
AND/OR ADDITION TO THIS DISCLOSURE OF INFORMATION YOU SHOULD CONSULT WITH YOUR BROKER,
INVESTMENT MANAGER, LEGAL COUNSEL, PUBLIC ACCOUNTANT, FINANCIAL ADVISOR OR OTHER
PROFESSIONAL ADVISOR.
PT GARUDA MAINTENANCE FACILITY AERO ASIA TBK
Business Activities:
Engaged in aircraft maintenance, repair and overhaul services, wholesale trade in air transport
equipment and supplies, airport activities and leasing and rental activities.
Domiciled in Tangerang, Indonesia
Head Office
2nd Floor, South Lobby, Hangar 4 PT Garuda Maintenance Facility Aero Asia Tbk
Soekarno-Hatta International Airport Office Area
Tangerang 15125, Indonesia
Phone: (021) 550 8717
Fax.: (021) 550 10461
Website: www.gmf-aeroasia.co.id
E-mail: corporate.secretary@gmf-aeroasia.co.id
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, BOTH INDIVIDUALLY
AND COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE
INFORMATION AS DISCLOSED IN THE AMENDMENT AND/OR ADDITION TO THIS DISCLOSURE OF
INFORMATION AND AFTER CAREFUL RESEARCH, CONFIRM THAT THE INFORMATION CONTAINED IN THE
AMENDMENT AND/OR ADDITION TO THIS DISCLOSURE OF INFORMATION IS CORRECT AND THERE ARE NO
IMPORTANT MATERIAL AND RELEVANT FACTS THAT ARE NOT DISCLOSED OR OMITTED IN THE AMENDMENT
AND/OR ADDITION TO THIS DISCLOSURE OF INFORMATION SO AS TO CAUSE THE INFORMATION PROVIDED
IN THE AMENDMENT AND/OR ADDITION TO THIS DISCLOSURE OF INFORMATION TO BE UNTRUE AND/OR
MISLEADING.
Amendment and/or Addition to this Disclosure of Information issued in Tangerang, 24 October 2024
Page 2
DEFINITION
“Affiliate” : 1. Family relationship by marriage up to the second degree, both
horizontally and vertically, namely the relationship between a
person and:
a. husband or wife;
b. parents of the husband or wife and husband or wife of the
child;
c. grandparents of the husband or wife and the husband or wife
of the grandchild;
d. siblings of the husband or wife and the husband or wife of
such relatives; or
e. the husband or wife of the siblings of the person concerned;
2. family relationship by descent up to the second degree, both
horizontally and vertically, namely a person's relationship with:
a. parents and children;
b. grandparents and grandchildren; or
c. siblings of the person concerned;
3. the relationship between a party and employees, directors, or
commissioners of the said party;
4. relationship between 2 (two) or more companies in which there
are 1 (one) or more members of the same Board of Directors,
management, Board of Commissioners, or supervisors;
5. the relationship between a company and a party, either directly
or indirectly, in any way, controlling or controlled by the company
or the party in determining the management and/or policy of the
company or the party concerned;
6. the relationship between 2 (two) or more companies that are
controlled, either directly or indirectly, in determining the
management and/or policies of the company by the same party;
or
7. the relationship between a company and its major shareholder,
which is a party that directly or indirectly owns at least 20%
(twenty percent) of the voting shares of the said company.
as defined in P2SK Law.
“BAE” or “Securities : Securities Administration Bureau.
Administration Bureau”
“IDX” : PT Bursa Efek Indonesia.
“BNRI” : State Gazette of the Republic of Indonesia.
1
Page 3
“Board of Comissioners” : An organ of the company that is in charge of conducting general
and/or special supervision in accordance with the company's articles
of association and advising the Board of Directors.
“Board of Directors” : An organ of the company which is authorized and fully responsible
for the management of the company for the benefit of the company,
in accordance with the purposes and objectives of the company and
represents the company, both inside and outside the court in
accordance with the provisions of the company's articles of
association.
“DPS” or “Shareholders : Shareholders Register.
Register”
“GIAA” : PT Garuda Indonesia (Persero) Tbk.
“HMETD” : Pre-emptive Rights.
“KBLI” The Indonesian Standard Business Field Classification as stated in
the Central Statistics Agency Regulation No. 2 of 2020 concerning
the Indonesian Standard Business Field Classification.
“MLHR” : Ministry of Law and Human Rights of the Republic of Indonesia.
“Disclosure of : This Disclosure of Information dated 9 September 2024 which
Information” contains information related to the Rights Issue Plan (as defined
below) prepared in order to comply with the provisions of POJK
32/2015 (as defined below), as amended by the Amendment and/or
Addition to the Disclosure of Information dated 14 October 2024 and
as lastly contained in the Amendment and/or Addition to this
Disclosure of Information.
“KSEI” : PT Kustodian Sentral Efek Indonesia.
“KJPP” : Public Appraisal Services Office.
“MOLHR” : Minister of Law and Human Rights of the Republic of Indonesia.
“OJK” : Financial Services Authority, an independent institution as referred
to in Law No. 21 of 2011 on the Financial Services Authority as
amended by the P2SK Law (“OJK Law”), whose duties and
authorities include regulating and supervising financial services
activities in the banking, capital markets, insurance, pension funds,
financing institutions and other financial institutions sectors, in which
since 31 December 2012, the Financial Services Authority is an
institution that replaces and accepts the rights and obligations to
carry out regulatory and supervisory functions from the Capital
Market and Financial Institutions Supervisory Agency in accordance
with the provisions of Article 55 of the OJK Law..
“Rule I-A” : IDX Regulation No. I-A, Attachment to the Decree of the Board of
Directors of IDX No. Kep-00101/BEI/12-2021 on the Listing of Shares
and Equity Securities Other than Shares Issued by Listed
Companies.
“Company” : PT Garuda Maintenance Facility Aero Asia Tbk, a public limited
liability company listed on the IDX, domiciled in Tangerang.
“PMHMETD” : Capital Increase with Pre-emptive Rights.
2
Page 4
“POJK 32/2015” : OJK Regulation No. 32/POJK.04/2015 on the Capital Increase of
Public Companies with Pre-emptive Rights as amended by OJK
Regulation No. 14/POJK.04/2019 on the Amendment to the OJK
Regulation No. 32/POJK.04/2015 on the Capital Increase of Public
Companies with Pre-emptive Rights.
“POJK 15/2020” : OJK Regulation No. 15/POJK.04/2020 on the Organization and
Implementation of General Meeting of Shareholders of Publicly
Traded Companies.
“POJK 16/2020” : OJK Regulation No. 16/POJK.04/2020 on the Implementation of the
Electronic General Meeting of Shareholders of Publicly Traded
Companies.
“POJK 17/2020” : OJK Regulation No. 17/POJK.04/2020 on the Material Transactions
and Changes of Business Activities.
“POJK 28/2021” : OJK Regulation No. 28/POJK.04/2021 on the Property Assessments
and the Presentation of the Property Assessment Reports within the
Capital Market Sector.
“POJK 42/2020” : OJK Regulation No. 42/POJK.04/2020 on the Affiliated Transactions
and Conflict of Interest Transactions.
“Proposed Transaction” : Proposed Rights Issue and Proposed Inbreng as described in
Disclosure of Information.
“Rupiah” or “IDR” : A reference to the legal currency of the Republic of Indonesia, the
Rupiah.
“GMS” : General Meeting of Shareholders.
“EGMS” : Extraordinary GMS.
“SEOJK 33/2021” : OJK Circular Letter No. 33/SEOJK.04/2021 on the Guidelines for the
Property Assessments and the Presentation of the Property
Assessment Reports within the Capital Market Sector.
“Affiliated Transaction” : Any activity and/or transaction carried out by a publicly traded
company or a controlled company with an Affiliate of a publicly traded
company or an Affiliate of a member of the board of directors, a
member of the board of commissioners, a major shareholder, or a
controller, including any activity and/or transaction carried out by a
publicly traded company or a controlled company for the benefit of
an Affiliate of a publicly traded company or an Affiliate of a member
of the board of directors, a member of the board of commissioners,
a major shareholder, or a controller, as defined in POJK 42/2020..
“Conflict of Interest : Transactions carried out by a publicly traded company or controlled
Transaction” company with any party, either with Affiliates or parties other than
Affiliates that contain conflicts of interest, as defined in POJK
42/2020.
“Material Transaction” : Any transaction carried out by a publicly traded company or
controlled company that meets the threshold as stipulated in POJK
17/2020.
“P2SK Law” : Law No. 4 of 2023 on the Development and Strengthening of
Financial Sector.
3
Page 5
INTRODUCTION
As a subsidiary of GIAA engaged in aircraft maintenance and repair, most of the business activities
carried out by the Company utilize GIAA’s Assets (as defined below), especially in the maintenance
and repair activities of GIAA's aircraft fleet as well as other airlines or customers in the Company
operational activities.
In an attempt to improve and develop its business, the Company continues to improve its equity
position, one of which is through the acquisition of fixed assets in the form of hangars and their
supporting facilities that will be transferred by GIAA to the Company. The transfer of ownership of the
hangars and their supporting facilities is carried out through the mechanism of share issuance by the
Company to GIAA, which can be categorized as non-cash capital participation (inbreng). Thus, the
amount of GIAA's shares in the Company will increase.
In accordance with such background, the Company plans to:
1. issue New Shares (as defined below); and
2. carry out Rights Issue which in such Proposed Rights Issue, GIAA will subscribe in the
Proposed Rights Issue (as defined below) by making a non-cash deposit (inbreng) in the form
of GIAA’s Assets (“Proposed Inbreng”).
Up to the date of Amendment and/or Addition to this Disclosure of Information, there is no objection
from certain parties related to the Proposed Transaction to be carried out by the Company.
INFORMATION OF THE COMPANY
Brief History of the Company
The Company, a publicly listed limited liability company established under the laws of the Republic of
Indonesia and domiciled in Tangerang, was established pursuant to Deed of Establishment No. 93
dated 26 April 2002, drawn up before Arry Supratno, S.H., Notary in Jakarta, as ratified by the Minister
of Justice of the Republic of Indonesia (currently MLHR) based on Decree No. C-11685
HT.01.01.TH.2002 dated 28 June 2002 and announced in BNRI No. 78 dated 27 September 2002 and
Supplement to BNRI No. 11677 (“Deed of Establishment”).
The Company’s articles of association have been amended several times and lastly amended by the
Deed of Meeting Resolution of Amendment to the Articles of Association of PT Garuda Maintenance
Facility Aero Asia Tbk or abbreviated as PT GMF Aero Asia Tbk No. 13 dated 28 June 2024, drawn up
before Shanti Indah Lestari, S.H., M.Kn., Notary in Tangerang Regency, which (i) has obtained approval
from the MLHR based on Decree No. AHU-0044842.AH.01.02.Tahun 2024 dated 23 July 2024 and (ii)
has been notified to and received by MLHR based on Notification Receipt of the Amendment of Articles
of Association No. AHU-AH.01.03.0175124 dated 23 July 2024, both of which have been registered in
the Company Register at MLHR under No. AHU-0150451.AH.01.11.Tahun 2024 dated 23 July 2024
(“Deed No. 13/2024”).
The Deed of Establishment, together with the Company's articles of association as lastly amended by
Deed No. 13/2024, and all amendments thereof from time to time are hereinafter referred to as the
“Company’s Articles of Association”.
Business Activities of the Company
The Company's business activities based on the Articles of Association and/or KBLI are Aircraft Repair
(KBLI:33153); Aircraft and Equipment Industry (KBLI:30300); Repair of Electric Motors, Generators and
Transformers (KBLI:33141); Repair of Measuring Instruments, Test Equipment and Navigation and
Control Equipment (KBLI:33131); Repair of Machinery for General Purposes (KBLI:33121); Wholesale
Trade of Various Goods (KBLI: 46900); Wholesale Trade in Air Transport Equipment, Parts and
Supplies (KBLI:46594); Wholesale Trade in Electronic Parts (KBLI:46521); Wholesale Trade in Other
Machinery, Equipment and Supplies (KBLI:46599); Warehousing and Storage (KBLI:52101); Bounded
4
Page 6
Warehousing Activities (KBLI:52103); Multimodal Transport (KBLI: 52295); Airport Activities
(KBLI:52231); Transportation Management Services (JPT) (KBLI:52291); Air Transport Support
Services (KBLI:52296); Transportation Consultancy Activities (KBLI:70202); Technology and
Engineering Research and Development (KBLI: 72102); Periodic Inspection Services (KBLI:71203);
Calibration/Metrology Services (KBLI:71205); Rental and Leasing Activities without Option Rights,
Employment, Travel Agencies and Other Business Support (KBLI: 77309); and Private Technical
Education (KBLI: 85497), but the business activities that have been actually carried out at this
time are engaged in aircraft maintenance, repair and overhaul services, wholesale trade in air transport
equipment and equipment, airport activities and leasing and leasing activities.
The details of each business activity that is actually carried out by the Company are:
1. Aircraft Maintenance:
a. Repair of aircraft and equipment
b. Repair of electric motors, generators and transformers
c. Repair of measuring instruments, test instruments and navigation control equipment
d. Repair of machinery for general purposes
2. Wholesale trade in air transport equipment:
a. Wholesale trade in air transport equipment, spare parts and supplies
b. Wholesale trade in electronic spare parts
c. Wholesale trade in aircraft engines, tools and equipment
3. Airport activities:
a. Bounded warehousing or bonded zone area
b. Arrangement of modes of transport and air transport support
4. Transport consultancy:
a. Airport technology research and development
b. Periodic inspection
c. Aircraft calibration
Capital Structure and Shareholding Composition
Based on the Deed of Minutes of Extraordinary General Meeting of Shareholders of PT Garuda
Maintenance Facility Aero Asia No. 82 dated 16 June 2017, drawn up before Fathiah Helmi, S.H.,
Notary in Jakarta, which (i) has been approved by the MLHR under Decree No. AHU-
0013178.AH.01.02.Tahun 2017 dated 19 June 2017 and (ii) has been notified to and received by the
MOLHR under Notification Receipt of Amendment of Articles of Association No. AHU-AH.01.03-
0147338 dated 19 June 2017, both of which have been registered in the Company Register at the
MLHR under No. AHU-0078426.AH.01.11.Tahun 2017 dated 19 June 2017 and the Company's
Shareholders Register dated 31 August 2024, issued by PT Datindo Entrycom as the Company's
Securities Administration Bureau, the Company's capital structure and shareholding composition are
as follows:
Nominal Value of IDR 100 per Share
Description %
Total Nominal Value
Number of Shares
(in Rupiah)
Authorized Capital 100,000,000,000 10,000,000,000,000 -
Issued and Paid-up Capital
1. GIAA 25,156,058,796 2,515,605,879,600 89.1
2. PT Aero Wisata 254,101,604 25,410,160,400 0.9
3. Pudjo Sarwoko 89,200 8,920,000 0
4. Andi Fahrurrozi 144,400 14,440,000 0
5. Irvan Pribadi 62,800 6,280,000 0
6. Public ownership under 5% 2,823,054,700 282,305,470,000 10
Total Issued and Paid-up Capital 28,233,511,500 2,823,351,150,000 100
Shares in Portfolio 71,766,488,500 7,176,648,850,000 -
The Company's ownership structure as of 30 June 2024 is as follows:
5
Page 7
As of 30 June 2024, the controller of the Company is GIAA.
The Company's Board of Directors and Board of Commissioners
Based on (i) Deed of Meeting Resolution of PT Garuda Maintenance Facility Aero Asia Tbk or
abbreviated as PT GMF Aero Asia Tbk No. 1 dated 2 September 2022, drawn up before Shanti Indah
Lestari, S.H., M.Kn., Notary in Tangerang Regency, which has been notified to and received by MLHR
based on Notification Receipt of Changes of Company Data No. AHU-AH.01.09-0056776 dated 20
September 2022 and has been registered in the Company Register at the MLHR under No. AHU-
0186888.AH.01.11.Tahun 2022 dated 20 September 2022, (ii) Deed of Meeting Resolution of PT
Garuda Maintenance Facility Aero Asia Tbk or abbreviated as PT GMF Aero Asia Tbk No. 16 dated 28
June 2023, drawn up before Shanti Indah Lestari, S.H., M.Kn., Notary in Tangerang Regency, which
has been notified to and received by the MLHR based on Notification Receipt of Changes of Company
Data No. AHU-AH.01.09-0144480 dated 17 July 2023 and has been registered in the Company
Register at the MLHR under No. AHU-0141925.AH.01.11.Tahun 2023 dated 17 July 2023, and (iii)
Deed of Meeting Resolution of PT Garuda Maintenance Facility Aero Asia Tbk or abbreviated as PT
GMF Aero Asia Tbk No. 12 dated 28 June 2024, drawn up before Shanti Indah Lestari, S.H., M.Kn.,
Notary in Tangerang Regency, which has been notified to and received by the MLHR based on the
Notification Receipt of Changes of Company Data No. AHU-AH.01.09-0227660 dated 17 July 2024 and
has been registered in the Company Register at the MLHR under No. AHU-0145119.AH.01.11.Tahun
2024 dated 17 July 2024, the composition of the members of the Board of Directors and Board of
Commissioners of the Company is as follows :
6
Page 8
Board of Directors
President Director : Andi Fahrurrozi
Director of Finance : Salusra Satria
Director of Human Capital & Corporate Affairs : Pudjo Sarwoko
Director of Line Operation : Mukhtaris
Director of Base Operation : Irvan Pribadi
Board of Commissioners
President Commissioner/Independent Commissioner : Dharmadi
Commissioner : Rahmat Hanafi
Independent Commissioner : Ali Gunawan
Independent Commissioner : Abhan
Independent Commissioner : Agit Atriantio
Summary of Key Financial Data
The summary of significant financial data set out below has been extracted from the audited
consolidated statement of financial position of the Group as at 30 June 2024 and the consolidated
statement of profit or loss and other comprehensive income and consolidated statement of cash flows
of the Group for the six-month period ended 30 June 2024 (with the consolidated statements of financial
position of the Group as at 31 December 2023 and 2022 and the consolidated statements of profit or
loss and other comprehensive income and consolidated cash flows for the six-month period ended 30
June 2023 and for the years ended 31 December 2023 and 2022 presented as comparatives), along
with the notes to the consolidated financial statements. The consolidated financial information for the
six-month period ended 30 June 2023 is unaudited and unreviewed.
The consolidated financial statements of the Group as at and for the six-month period ended 30 June
2024 (with the consolidated financial statements of the Group as at and for the six-month period ended
30 June 2023 and for the years ended 31 December 2023 and 2022 presented as comparatives), have
been prepared and presented by the Management of the Group in accordance with Indonesian
Financial Accounting Standards. The consolidated financial statements of the Group as at and for the
six-month period ended 30 June 2024 have been audited by KAP Rintis, Jumadi, Rianto & Rekan (a
member firm of PwC global network) in accordance with the auditing standards established by IAPI,
with an unmodified opinion in its report dated 14 October 2024 signed by Ade Setiawan Elimin, CPA
(Public Accountant Registration No. AP 0225).
Consolidated Statement of Financial Position
(Written in US Dollars)
30 June 31 December
Description
2024 2023 2022
ASSETS
Current Assets
Cash and cash equivalents 14,647,634 21,051,033 5,103,013
Restricted cash and cash 154,312 358.975 351.784
equivalents
Short-term investments 58,840 58.840 -
Trade Receivables
-Related Parties 37,564,475 46.302.407 24.549.797
-Third Parties 10,260,176 10.694.831 13.550.285
Other Receivables 279,292 - 189.549
-Third Parties
Contract Assets
-Related Parties 33,423,193 39.738.525 49.252.149
-Third Parties 21,710,338 10,966,104 11,055,490
Inventory 63,495,315 74,018,579 56,518,433
Advances and prepaid 38,119,733 40,704,250 34,598,310
expenses
Other Prepaid taxes 2,722,004 2,722,004 5,796,487
7
Page 9
30 June 31 December
Description
2024 2023 2022
Total Current Assets 222,435,312 246,615,548 200,965,297
Non-current Assets
Trade receivables from 14,495,083 15,049,694 2,317,043
related parties
Other receivables from 2,979,994 3,163,691 -
related parties
Advances and prepaid 933,967 413,668 692,400
expenses
Fixed Assets 126,343,701 131,755,518 135,236,551
Right of use assets 33,548,322 34,732,996 39,299,445
Prepaid Taxes
-Corporate income tax 5,867,819 5,043,171 5,237,716
-Other taxes 8,912,308 5,815,021 -
Deferred Tax Assets 7,386,554 7,417,592 6,887,569
Other non-current assets 14,108 14,204 22,689
Total non-current assets 200,481,856 203,405,555 189,693,413
Total Assets 422,917,168 450,021,103 390,658,710
LIABILITIES AND
EQUITY
Short-term Liabilities
Accounts Payable
-Related Parties 6,182,611 10,391,617 10,349,689
-Third Parties 64,230,875 67,128,735 88,742,068
Tax Payable 7,211,237 6,489,143 1,882,230
Accruals 61,493,708 55,408,500 64,014,727
Utang lain-lain 4,462,626 6,143,838 6,371,130
Other Payables
-Related Parties 64,391,900 89,556,217 30,912,936
-Third Parties 19,053,930 21,438,368 8,393,792
Short-term loans 958,449 194,603 16,490,706
Borrowings, current portion 14,624,271 9,913,139 7,843,550
Lease liabilities, current 12,360,797 9,778,332 11,125,566
portion
Short-term employee 3,641,223 3,274,853 2,704,588
benefit liabilities
Total short-term 258,611,627 279,717,345 248,830,982
liabilities
Long-term Liabilities
Accounts Payable
-Related Parties 8,015,841 9,755,745 -
-Third Parties 11,029,290 14,340,693 19,409,349
Loan 381,514,747 390,562,375 391,120,982
Lease liabilities 38,577,180 42,353,284 40,256,079
Long-term employee 23,298,190 24,453,563 22,062,638
benefit liabilities
Total long-term liabilities 462,435,248 481,465,660 472,849,048
Total Liabilities 721,046,875 761,183,005 721,680,030
EQUITY
Equity Attributable to
Owners of the Parent
Entity:
Share Capital - authorised 219,015,655 219,015,655 219,015,655
capital 100,000,000,000
shares; issued and fully
paid 28,233,511,500
8
Page 10
30 June 31 December
Description
2024 2023 2022
shares with par value Rp
100 per share
Additional paid-up capital 62,417,236 62,417,236 62,417,236
Other comprehensive loss (16,569,080) (16,353,693) (16,118,527)
Retained
earnings/(accumulated
losses)
-Preserved 7,492,540 7,492,540 7,492,540
-Not yet reserved (570,591,642) (583,893,153) (604,169,616)
Equity attributable to (298,235,291) (311,321,415) (331,362,712)
owners of the parent
entity
Non-controlling interests 105,584 159,513 341,392
Total Equity (298,129,707) (311,161,902) (331,021,320)
Total Liabilities & Equity 422,917,168 450,021,103 390,658,710
Consolidated Statements of Profit or Loss and Other Comprehensive Income
30 June 31 December
Description
2024 2023 2023 2022
INCOME 216,478,455 166,905,872 373,206,984 238,703,893
Business Expenses:
Employee Expenses (59,745,288) (50,412,846) (101,486,732) (95,233,650)
Material Expenses (50,189,816) (52,689,473) (97,791,734) (58,065,592)
Subcontracting Expenses (61,828,647) (28,135,971) (105,611,422) (46,579,381)
Depreciation Expenses (9,512,158) (10,265,798) (20,372,753) (23,270,926)
Operational Expenses (9,205,326) (10,464,433) (22,284,253) (20,951,343)
(Expense)/Other operating (3,788,033) (666,377) 2,041,310 30,264,218
income, net
Income from debt restructuring - - 6,876,476 -
(Loss)/Gain on restructuring (445,278) - 6,711,538 5,084,206
payments
Finance Income 197,013 86,552 238,867 141,760
Finance expense (11,747,105) (10,690,050) (23,619,058) (22,087,788)
Other income/(expense), net 3,069,403 1,562,469 1,820,801 (2,502,092)
Profit before income tax 13,283,220 5,229,945 19,730,024 5,503,305
Income tax benefit/(expense) (26,804) (3,187,021) 438,665 (1,874,974)
Profit for the period/year 13,256,416 2,042,924 20,168,689 3,628,331
(LOSS)/OTHER
COMPREHENSIVE INCOME:
Items that will not be reclassified
to profit or loss:
Gains/(losses) on revaluation of - - 614,713 (61,491)
property, plant and equipment
Remeasurement of post- (161,621) 1,018,461 (1,001,046) 4,946,373
employment benefits
Related Income Tax 35,557 (224,061) 84,993 (1,074,674)
Items that will be reclassified to
profit or loss
Exchange differences on (89,323) 39,663 66,174 (91,586)
translation of financial statements
(Loss)/other comprehensive (215,387) 834,063 (235,166) 3,718,622
income for the year, net of tax
9
Page 11
30 June 31 December
Description
2024 2023 2023 2022
TOTAL COMPREHENSIVE 13,041,029 2,876,987 19,933,523 7,346,953
INCOME FOR THE
PERIOD/YEAR
PROFIT ATTRIBUTABLE TO:
Owners of the parent entity 13,301,511 2.027.011 20,276,463 3,571,764
Non-controlling Interest (45,095) 15,913 (107,774) 56,567
13,256,416 2,042,924 20,168,689 3,628,331
TOTAL COMPREHENSIVE
INCOME ATTRIBUTABLE TO:
Owners of the parent entity 13,086,124 2,861,074 20,041,297 7,290,386
Non-controlling Interest (45,095) 15.913 (107.774) 56,567
13,041,029 2,876,987 19,933,523 7,346,953
NET INCOME PER SHARE : 0,0005 0,0001 0,0007 ,.0001
Basic and diluted
Key Financial Ratios
30 June 31 December
D
2024 2023 2023 2022
I. Liquidity
Cash Ratio (%) 5.66 1.69 7.53 2.05
Current Ratio (%) 86.01 92.58 88.17 80.76
Quick Ratio (%) 61.46 69.23 61.70 58.05
II. Profitability
Gross Profit Margin (%) n.m n.m n.m n.m
Operating Profit Margin (%) 10.26 8.55 7.42 10.42
Net Profit Margin (%) 6.12 1.22 5.40 1.52
EBITDA Margin (%) 15.87 15.64 17.01 21.25
Return on Asset (ROA) (%) 3.13 0.49 4.48 0.93
Return on Equity (ROE) (%) n.m n.m n.m n.m
Return on Investment (ROI) (%) 8.17 6.24 14.16 13.02
III. Leverage
Debt to Equity (DER) (2.42) (2.28) (2.45) (2.18)
Debt to Total Asset (DAR) 1.70 1.78 1.69 1.85
Equity to Asset Ratio (0.70) (0.78) (0.69) (0.85)
Liability to Asset Ratio 1.70 1.78 1.69 1.85
Gearing Ratio 1.89 1.33 1.17 1.13
Debt Service Coverage Ratio (DSCR) 1.43 1.76 2.74 1.02
Interest Service Coverage Ratio 1.89 1.33 1.17 1.13
(ISCR)
Interest Bearing Debt to EBITDA 11.56 15.76 6.31 8.19
IV. Efficiency
Collection Period (excl. Tagbrut) 44 45 46 67
Collection Period (incl. Tagbrut) 88 111 99 147
Inventory Turnover 247 202 240 361
Total Asset Turnover (%) 12.40 10.30 22.20 15.14
V. Growth
Sales Growth (%) 29.70 74.22 56.35 13.35
Cost of Sales Growth (%)
(4,74) 134,05 68,42 (51,10)
Gross Profit Growth (%) n.m n.m n.m n.m
Total Comprehensive Growth (%) n.m n.m n.m n.m
Operating Profit Growth (%) 55.62 331.82 11.40 126.32
10
Page 12
Net Profit Growth (%) 548.89 118.64 455.87 102.85
Total Asset Growth (%) (6.02) 7.45 15.20 (1.70)
Total Liability Growth (%) (5.27) 3.64 5.47 (1.92)
Total Equity Growth %) 4.19 0.85 6.00 2.17
VI. Business Ratios
Gross Profit / Total Assets %) n.m n.m n.m n.m
Gross Profit / Total Equity %) n.m n.m n.m n.m
DESCRIPTION OF THE PROPOSED RIGHTS ISSUE
A. Maximum Amount of the Proposed Share Issuance with Pre-emptive Rights
In connection with the Company's plan to carry out Rights Issue as disclosed in this Disclosure
of Information, the Company intends to issue the maximum of 11,736,512,323 (eleven billion
seven hundred and thirty six million five hundred twelve thousand three hundred and twenty
three) Series B shares with a nominal value of IDR 25 (twenty five Rupiah) per share or
representing a maximum of 41.57% (forty one point five seven percent) of the Company's
issued and fully paid-up capital as of the date of this Disclosure of Information (“New Shares”)
(hereinafter referred to as the “Proposed Rights Issue”). This maximum amount of shares is
indicative and the determination will be further set out in accordance with applicable laws.
The exercise price of the Proposed Rights Issue will be determined and announced later in the
prospectus of the Proposed Rights Issue. This is with due observance of the prevailing laws
and regulations, including POJK 32/2015 and Rule I-A.
The New Shares shall have the same and equal rights in respects with all issued and fully paid-
up shares of the Company, including the right to dividends.
B. Indicative Period of Rights Issue Implementation
The Company intends to carry out a capital increase by granting HMETD after obtaining an
effective statement from OJK, which based on the provision of Article 8 paragraph (3) of POJK
32/2015, the period between the date of approval of this EGMS to the date of the effective
statement from OJK does not exceed 12 (twelve) months. The Company plans to carry out the
capital increase within that period while still taking into account the provisions regarding the
period between the appraisal date and the date of share deposit in the form other than money
as described above.
C. Analysis on the Effect of Capital Increase on the Company's Financial Performance and
Shareholders
The Company estimates that the Proposed Rights Issue to the Company's shareholders will
have a positive impact on the Company's financial condition, including optimizing the asset
management which brings a positive impact on the Company's operational activities, improving
the Company's equity, developing the Company's business and ultimately such Rights Issue
as a whole will provide an added value to the Company's shareholders.
Through this Rights Issue, the Company has high expectations from the shareholders to
exercise the HMETD owned by the shareholders.
Based on the analysis of the impact of the inbreng on equity, there is an improvement as of
June 30, 2024 of negative US$ 298.1 million to negative US$ 270.6 million for the inbreng of
GIAA assets to the Company. Proposed use of proceeds from the capital increase for capability
development and aircraft maintenance operations.
The implementation of Rights Issue will have a direct impact in the form of an increase in the
Company's fixed assets in the amount of at least IDR 418,289,300,000 (four hundred eighteen
billion two hundred eighty nine million three hundred thousand Rupiah) or equivalent to
USD25,472,827 (Twenty Five Million Four Hundred Seventy Two Thousand Eight Hundred
11
Page 13
Twenty Seven United States Dollars) originating from non-cash capital participation in the form
of GIAA’s Assets. Apart from fixed assets, the implementation of this Rights Issue will also have
an impact on improving the Company's cash and cash equivalents position by the participation
of other shareholders.
The effect of the capital increase on the company's financial performance with reference to the
accounts in the affected financial statements and financial ratios is as follows:
1. Equity improved by US$27,500,885.
2. Assuming the public shareholders exercise the Rights Issue, the addition of cash and
equivalents for the impact of the Rights Issue is estimated at US$1,500,000.
3. Addition of fixed assets based on appraisal calculation amounting to Rp
418,289,300,000 or equivalent to US$ 25,472,827.
4. Net off GA hangar lease ROU asset and GA hangar lease payable amounting to US$
528,058.
Impacted financial ratios such as current ratio from 86.01% to 86.71%, return on assets (ROA)
from 3.13% to 2.96%, return on equity (ROE) from -4.45% to -4.90% and return on investment
(ROI) from 8.17% to 7.72%.
The impact of the implementation of Rights Issue on the Company's shareholders who do not
exercise their HMETD is dilution of the percentage of share ownership in the Company in a
maximum amount of 29.36% (twenty nine point three six percent) if all of the HMETD issued
by the Company are exercised by the entitled HMETD holders.
D. General Estimation of The Use of Proceeds
A general estimation of the use of proceeds obtained from Rights Issue after deducted by
emission fees is as follows:
1. Acquisition of GIAA’s Assets (as defined below) by the Company, which is carried out
through GIAA's capital participation in the Company on a non-cash basis (inbreng) with
GIAA’s Assets at Rights Issue.
2. The remaining amount will be used by the Company as working capital to support the
Company's business activities including the fulfillment of basic operational needs to
ensure maintenance and quality of work in accordance with applicable authority
standards. The operational costs include the purchase of raw materials, service
improvement, and ensuring the continuity of the Company's operations..
Final information in relation to the use of proceeds will be disclosed in the prospectus that will
be issued with respect to the Rights Issue which will be provided to shareholders in due time,
in accordance with applicable laws and regulations.
E. Form of Capital Injection
The capital injection for the exercise of HMETD will be carried out through the following
mechanism:
1. GIAA as the controlling shareholder of the Company, with current ownership of 89.1%
(eighty nine point one percent) will subscribe all of its HMETD by transferring GIAA’s
Assets (as defined below) by way of inbreng as the payment of the new shares issued
by the Company in relation to this Rights Issue.
For the purpose of Disclosure of Information, the above Proposed Inbreng is based on
the Audited Consolidated Financial Statements for the Period Ending on 30 June 2024.
2. The portion of the exercise of HMETD from the public’s portion will be deposited to the
Company in cash.
12
Page 14
INFORMATION ON THE PROPOSED INBRENG THAT WILL BE CARRIED OUT BY GIAA IN THE
PROPOSED RIGHTS ISSUE
A. Background
As a company that began as part of the Technical Directorate of Garuda Indonesia which later
became the strategic business unit of Garuda Maintenance Facility (SBU-GMF) and eventually
spun-off into a subsidiary of GIAA, the Company is an inseparable part of GIAA. As a company
whose business activities are carrying out aircraft maintenance and repair, especially for GIAA's
aircraft fleet, the Company in carrying out operational activities utilizes GIAA’s Assets.
Referring to the financial restructuring program carried out by GIAA, which among others
includes a plan to improve equity in the entire GIAA business group, the Company's equity
improvement program can be carried out by increasing non-cash capital participation through
the transfer of fixed assets in the form of GIAA’s Assets to the Company.
In the Proposed Rights Issue, GIAA will carry out an additional non-cash capital participation in
the form of GIAA’s Assets to the Company by referring to the provisions stipulated in the POJK
32/2015. GIAA intends to exercise all of its Rights Issue in the Proposed Rights Issue in
accordance with the transaction value specified in this Disclosure of Information.
B. Information on the Proposed Inbreng that Will be Implemented in the Proposed Rights
Issue
1. Date of Transaction
The Proposed Inbreng by GIAA will be carried out at the completion of the payment of
the HMETD subscribed by GIAA by way of execution of the deed of inbreng by the
Company and GIAA.
2. Object of Transaction
The object of the Proposed Inbreng is GIAA's assets in the form of buildings,
complementary facilities and complementary building machinery in the form of hangars
and other supporting buildings, including
a. hangar I building and annex I (“Hangar I”);
b. hangar II building and annex II (“Hangar II”);
c. hangar III building and annex III (“Hangar III”); and
d. supporting facilities in the form of other supporting buildings, complementary
facilities such as driveway pavement, fences and complementary building
machinery (“Supporting Facilities”),
all of them located in the Area Garuda Maintenance Facility (GMF) Soekarno-Hatta
International Airport, Benda Village, Benda Subdistrict, Tangerang City, Banten
Province.
The transaction objects are Hangar I and annex I building (Hangar I), Hangar II and
annex II building (Hangar II), Hangar III and annex III building (Hangar III), and
supporting facilities in the form of other supporting buildings, complementary facilities
such as driveway pavement, fences and complementary building machinery
(Supporting Facilities) owned by GIAA, with a total area of 142,880 square meters.
Hangar I, Hangar II, Hangar III, and Supporting Facilities are hereinafter collectively
referred to as the “GIAA’s Assets”.
13
Page 15
GIAA's assets are located on land owned by PT Angkasa Pura II which is utilized by
the Company based on the Head of Agreement of Cooperation Agreement for
Utilization of Commercial Facilities of PT Angkasa Pura II No.
PJJ.04.04/00/03/2024/0069 and No. GMF/PERJ./DC-3023/2024 dated March 25,
2024, between the Company and PT Angkasa Pura II (currently PT Angkasa Pura
Indonesia (post merger) (“AP”) jo. General Terms of Cooperation Agreement on
Utilization of Commercial Facilities of PT Angkasa Pura II (Non-negotiable) (“General
Terms of Lease Agreement”) jo. Minutes of Agreement on the Extension of
Cooperation in the Utilization of Commercial Facilities of PT Angkasa Pura II No.
BAC.15.04/00/11/2022/A.5469 dated 23 November 2022, as amended by the
Addendum to the Minutes of Agreement on Cooperation in the Utilization of Commercial
Facilities of PT Angkasa Pura II No. BAC.15.04/00/12/2023/7072 dated 22 December
2023 (“AP Lease Agreement”), with the following provisions:
1. Parties a. Company; dan
b. AP.
2. Scope of Agreement Cooperation in the utilization of commercial facilities owned
by AP by the Company in the form of land / land to be used
as maintenance repair overhaul by the Company with the
form of cooperation in the form of lease / utilization and
business concession, with the following locations:
a. Land, Soekarno-Hatta International Airport covering an
area of 972,123 m2.
b. Business Concessions, among others:
i. Soekarno-Hatta International Airport;
ii. Sultan Iskandar Muda Airport;
iii. Sultan Mahmud Badaruddin II Airport;
iv. Sultan Syarif Kasim II Airport;
v. Minangkabau Airport;
vi. Depati Amir Airport;
vii. Sultan Thaha Airport;
viii. Raja Haji Fisabilillah Airport;
ix. Supadio Airport;
x. Husein Sastranegara Airport;
xi. Silangit Airport;
xii. Banyuwangi Airport;
xiii. Tjilik Riwut Airport;
xiv. Fatmawati Soekarno Airport;
xv. Radin Inten II Airport; and
xvi. H.A.S. Hanandjoeddin Airport.
3. Time Period 1 January 2022 until 31 December 2026.
In the event that the Company intends to extend the term of
the AP Lease Agreement, the Company shall give notice to
AP in writing, at the latest 90 days before the validity period
of the AP Lease Agreement expires.
4. Termination of The agreement terminates if:
Agreement a. the term of the agreement has expired;
b. one of the parties is declared bankrupt or insolvent by a
court decision that has permanent legal force;
c. the government / authorized institution no longer allows
the implementation or continuation of this agreement;
d. canceled / terminated by AP because the Company is
proven to have committed corruption, collusion and
nepotism both in the negotiation process, approval and
in the implementation of the agreement;
e. imposition of sanctions and/or fines;
f. The Company at its own will submits an application for
termination of the agreement before the expiration of
the agreement period;
14
Page 16
g. during the agreement period, if there are aspects of
business changes, airport regulatory/operational
interests, including airport structuring/development,
aviation security and safety, requiring AP to close part
or all of the commercial facility locations utilized by the
Company and have an impact on the termination of part
or all of the agreement, then AP will notify the intention
in writing to the Company and the Company releases
AP for the time being and/or in the future from all claims
and/or demands either from the Company and/or other
parties for and/or on behalf of the Company; and
h. force majeure situation lasts more than 30 days.
At the end of the AP Lease Agreement, the
building/business facility constructed by the Company
remains the property of the Company and the Company is
obliged to vacate the commercial facility in a condition at
least as it was at the commencement of the AP Lease
Agreement. The managed location must be returned in good
condition no later than 14 days after the termination of the
agreement.
5. Governing Law and Law of the Republic of Indonesia, with dispute resolution at
Dispute Resolution the Tangerang District Court.
Based on the AP Lease Agreement, (i) there are no restrictions and/or obligations that
must be fulfilled by the Company in connection with the Proposed Transaction,
including but not limited to the delivery of notification, obtaining approval and/or waiver
from AP on the Inbreng Plan and (ii) the Proposed Transaction does not affect the
continuity of the AP Lease Agreement, including no change in the status of the land
lease leased by the Company from AP in the event that the implementation of the
Inbreng Plan is completed.
The Company plans to continue to extend the AP Lease Agreement, and up to the date
of the Amendment and/or Addition to this Disclosure of Information, the Company has
communicated with AP in connection with the extension of the lease term.
In connection with the GIAA’s Asset located on the leased land owned by AP and the
lease period will expire on 31 December 2026, the Company assures that the land
lease agreement can be extended by the Company and AP prior to the expiration of
the lease period, as the Company has submitted a request for adjustment of the
contract period for the land lease based on the Letter of Director of Human Capital &
Corporate Affairs of PT Garuda Maintenance Facility Aero Asia Tbk Number: GMF/DC-
2004/2024 dated 8 January 2024 regarding the Request for Adjustment of the GMF
Cengkareng Land Lease Contract Period (“Company Letter: Request for
Adjustment of Contract Period”), and with the receipt of a reply from AP based on
AP Letter No. AP1.7525/X/2024/DC-B dated 17 October 2024 regarding Response to
Request for Adjustment of GMF Land Lease Contract Period in Cengkareng (“AP
Response Letter”).
AP Response Letter states that in connection with the proposed adjustment of the land
lease contract period and the end of the cooperation in the provision of Maintenance,
Repair & Overhaul facilities between AP and the Company at Soekarno Hatta
International Airport on 31 December 2026, in principle the Company can submit an
application for the extension at the latest 90 (ninety) calendar days before 31 December
2026, and referring to the Company's Letter: Request for Adjustment of Contract
Period, as responded by AP Response Letter, AP will conduct an internal evaluation of
the proposed extension of the lease period, which includes the following aspects:
a. The Company does not have any outstanding loan in relation to the cooperation
within AP group;
15
Page 17
b. The commercial aspect and/or financial condition of the Company;
c. Compliance level of GMF against the provisions of AP Lease Agreement;
d. Better commercial benefits compared to the previous cooperation.
With respect to the evaluation aspects as referred to the AP Response Letter, the
Company has assurance to extend the AP Lease Agreement, with the following
considerations and basis:
a. The Company does not have any outstanding loan for the cooperation within
AP group
Regarding the Company's outstanding status with AP, the Company has no
outstanding that has matured. The Company has regularly paid the current land
lease bills to AP, while for bills that have been included in the Minutes of
Agreement on Rescheduling (Reschedule) of Debt between PT Angkasa Pura
II (before the implementation of the AP merger) and the Company number
BAC.05.03/00/12/2023/7350 and DF/BA-001/24 dated 20 December 2023
(“Minutes of Agreement”) have been paid on time.
This matter is aligned with the decrease in the value of loan confirmed by AP
in the audit of the Financial Statements as of 30 June 2024, where the value of
confirmed loan has decreased to IDR 172,923,245,678. Going forward, the
Company continues to be committed to paying all obligations to AP on time.
The payment details for the last 6 months are as follows:
Month Value of Payment Remarks
April 2024 IDR 3,137,389,656 Payment of Minutes of Agreement
May 2024* Payment of Minutes of Agreement and
IDR 22,543,284,390
current invoices
June 2024 IDR 3,137,467,778 Payment of Minutes of Agreement
July 2024 IDR 3,137,506,844 Payment of Minutes of Agreement
August 2024* Payment of Minutes of Agreement and
IDR 22,709,748,696
current invoices
September Payment of Minutes of Agreement
IDR 3,137,584,985
2024
*) Invoices on the current transaction are issued every 3 months.
b. Commercial aspect and/or financial condition of the Company
In line with the improvement of the aviation business, the financial condition of
the Company has been improving from year to year. In 2020, the Company
began to record a decline in revenue and profit due to the COVID-19 pandemic,
but with various revenue and cost improvement initiatives, successfully driving
increased profitability and cash flow, so that the company's financial
performance can improve with revenue growing consistently and recording a
CAGR of 13.7% from 2020 to 2023. Where Net Profit also showed a positive
performance, signaling the Company's success in adapting and recovering
from the pandemic. The Company's performance is projected to continue to
grow until 2026 and beyond.
Actual Actual Actual Actual
2020 2021 2022 2023
Revenue (USD) 253,841,435 210,593,315 238,703,891 373,206,984
Net Profit (USD) (328,760,804) (127,351,803) 3,628,331 20,168,689
2024 Budget* 2025 2026
Projection* Projection*
16
Page 18
Revenue (USD) 389,146,240 395,751,265 413,001,690
Net Profit (USD) 17,373,324 19,781,899 22,732,956
*) using conservative projection
Financial Ratio
Improvements in the Company's financial performance can also be seen from
the following financial ratio indicators:
Looking at the prospects for 2024, the company targets to maintain revenue
growth, as well as profit. Until YTD June 2024, in accordance with the results
of the audited financial statements, the Company managed to record revenue
of 216 MUSD with a Net Profit Margin of 6.12%. This illustrates that the
Company's business is growing sustainably, both from revenue and net profit
from year to year. This is also reflected in the financial indicators above, where
the Company's performance growth is growing with an improving trend.
With a stronger business foundation, well-targeted strategies, and a growing
customer portfolio, the Company is well positioned to continue to grow and
develop in the future. The future outlook shows opportunities supported by
adaptability by strengthening the core business, solid business diversification,
and commitment to innovation and high quality services.
c. Compliance level of the Company against the provisions of AP Lease
Agreement
The Company will always and is obliged to fulfill and/or comply with all terms
and conditions of the AP Lease Agreement. If there are matters that have not
or cannot be fulfilled and/or complied with, the Company, in good faith, will
communicate with AP regarding such matters and, with best efforts, will fulfill
and/or comply with such matters in accordance with the results of
communication with AP. The compliance with the AP Lease Agreement is
proven by the land lease that has been carried out by the Company and AP in
previous years and extended annually.
d. Better commercial benefits compared to the previous cooperation
Referring to the agreement with AP, which is contained in the AP Lease
Agreement, there are 2 components of payment from the Company paid to AP
which include rental fees and business concession fees. The business
concession fee is calculated based on a percentage of the Company's total
revenue. Along with the growth of the Company's performance, AP's income
as a landowner will also increase, reflecting a mutually beneficial synergy
between the two parties. With the growth and improvement of the Company's
financial performance, AP will also enjoy an increase in revenue from the
Company, especially through the business concession fee component, which
is directly related to the Company's revenue growth.
The Company's future prospects are projected to grow until 2026 when the AP
Lease Agreement will be extended and will continue to grow with a projected
5% increase annually. This growth will provide better commercial benefits
compared to the previous cooperation through an increase in business
concession fee income that AP will receive from the Company.
Actual Actual Actual Budget Actual Projection
YTD
Juni
2021 2022 2023 2024 2024 2025 2026 2027 2028
Revenue 210,59 238,70 373,21 389,15 216,48 395,75 413,00 439,68 471,83
(MUSD)
17
Page 19
And for the AP Response Letter, AP also said that the well-established
cooperation between API and the Company can continue to be improved in
order to have a positive impact on API and the Company and support the
progress of the Aviation Industry in Indonesia.
AP also conveyed that the cooperation that has been well established between AP and
the Company can continue to be improved in order to have a positive impact on AP
and the Company and support the progress of the Aviation Industry in Indonesia.
Furthermore, in order to ensure the extension of the Land Lease, the Company has
also submitted Letter No. GMF/DT 2186/24 dated October 23, 2024 (“GMFI Letter No.
2186/2024”) which in essence, the Company submitted a request to AP to provide
confirmation of support and/or views on the aspect of the extension of the AP Lease
Agreement, as well as on the sustainability of the Company to continue to be able to
carry out its business activities at the location currently used by the Company, in this
case the land as referred to in the AP Lease Agreement, in connection with the
following aspects:
a. Commercial Aspect
1. Cooperation that has been running for a long period of time, e.g. since
2002;
2. The Company's role as a maintenance, repair and overhaul (MRO)
company in the tourism and aviation industry and the smooth operation
of airlines operating in Indonesia;
3. The Company's contribution to AP's revenue through the land lease
that the Company has entered into to date with AP;
4. The Company's track record in working on strategic projects of the
government of the Republic of Indonesia; and
5. The Company's business activities have an impact on revenue from
MRO customer take-off and landing activities, as well as from the
aspect of increasing foreign exchange for overseas customers.
b. Financial Aspect
1. The financial condition of the Company according to the audited
financial statements by the Public Accountant Office; and
2. Status of the Company’s payment obligations to API in relation to the
land lease fee.
Upon the request for affirmation based on GMFI Letter No. 2186/2024, AP has provided
responses and affirmations as contained in AP Letter No. API.7619/X/2024/DC-B
dated 23 October 2024 Regarding Submission of Responses to the Request for
Extension of Cooperation of PT Garuda Maintenance Facility Aero Asia Tbk (“AP
Response Letter”), where AP provides the view that:
a. The cooperation between AP and the Company has been running well since
2002 until now;
b. The Company as an MRO company, has an important role in supporting the
program to improve air connectivity and encourage the growth of the tourism
industry that has been launched by the Government, so as to have a positive
impact on the smooth operation of flights and increased passenger traffic at
airports in Indonesia;
18
Page 20
c. The Company is one of AP's strategic partners that currently manages 97.2
hectares of land at Soekarno-Hatta International Airport and contributes
positively to AP's revenue through land lease and concession income;
d. The business activities carried out by the Company also have a positive impact
on the company's revenue through airport service revenues and increase the
contribution of foreign exchange earnings to the state for take-off & landing
activities without passengers carried out by the Company’s customers both
from within and outside the country;
e. The Company through the hangar facilities it manages, has served
maintenance to support the operations of various airlines and governments
such as the Presidential Aircraft, Ministry of Defense, TNI Transport Aircraft,
Police Aircraft and so on;
f. As of now, there is no payment obligation that is past due and GMF must keep
commitment to ensure accuracy in the settlement of current obligations within
the API.
In connection with the above, based on AP Response Letter, AP stated that AP is
always committed to supporting the development of the aviation industry by always
establishing good cooperation with all stakeholders, in principle, the application for
extension of the land lease which will expire on 31 December 2026, can be extended
as long as it meets the applicable provisions in the AP environment while still paying
attention to the principles of Good Corporate Governance ( GCG).
Based on the AP Lease Agreement, there are no legal consequences in connection
with the condition of the building, complementary facilities and complementary
machinery in the form of hangars and other supporting buildings standing on the leased
land. Based on the General Conditions of the Lease Agreement, the Company at its
own cost and responsibility can equip the object of the AP Lease Agreement with the
necessary business facilities in accordance with the nature of the business.
3. Transaction Value
The deposit of GIAA’s Assets into the Company which will be carried out in connection
with the Proposed Rights Issue for the purpose of this Disclosure of Information is
carried out by referring to the Asset Appraisal Report by KJPP Fuadah, Rudi dan
Rekan, with an appraisal result in the amount of IDR 418,289,300,000 (four hundred
eighteen billion two hundred eighty nine million three hundred thousand Rupiah) or
equivalent to USD25,472,827 (Twenty Five Million Four Hundred Seventy Two
Thousand Eight Hundred Twenty Seven United States Dollars) as of 30 June 2024,
and using the date of the Audited Consolidated Financial Statements for the Period
Ending on 30 June 2024 which has been audited by the Public Accounting Firm of
Rintis, Jumadi, Rianto dan Rekan.
4. Parties Involved and Nature of Affiliate Relationship
The Proposed Inbreng that will be carried out by the Company and GIAA is categorized
as the Affiliated Transaction because the Company and GIAA have an Affiliated
relationship such as a relationship between the company and its major shareholder.
C. Benefits of the Transaction to the Company and GIAA
The benefits of the Proposed Transaction to the Company are as follows:
1. the Company experienced an improvement in equity condition through an increase in
fixed assets with the inbreng of GIAA Assets.
19
Page 21
2. the Company will be more flexible in the utilization, reparation, and management of
assets that are related to its business and supporting activities;
3. the Company is able to optimize the assets that may support the development of
business activities; and
4. there is a potential for additional funds resulting from the issuance of shares that can
be used for additional working capital. In addition, there are savings arising from the
payment of contribution fees from the use of GIAA’s Assets that were previously leased
by the Company.
With the acquisition of inbreng assets, the Company will have better flexibility in the use, repair,
and management of assets related to its business and supporting activities. The Company is
exploring several aircraft repair lead time acceleration programs, including but not limited to
changes in hangar layout to accelerate work lead time, asset improvements to meet regulatory
rules, and others, which will lead to improved operational efficiency and service quality. This
can support the quality of service to customers and strengthen the Company's position as a
complete and reliable MRO service provider.
In addition, the Company will continue to explore other programs that have the potential to
support business development or have a positive impact on the Company. With the transfer of
asset ownership to the Company, the Company can optimize assets that support the
development of business activities, one of which is to develop warehousing rental services.
With integrated storage space and facilities, the Company can offer warehousing services to
store spare parts, equipment and aircraft materials owned by third parties. In addition, the
consignment model will allow customers to leave their spare parts at the Company's facilities,
which can then be used flexibly according to operational needs. The Company will be more
flexible in the use, repair, and management of assets related to its business and supporting
activities. This flexibility not only provides a new source of revenue, but also has the potential
to reduce logistics costs for customers by reducing the delivery time of urgent spare parts. The
development of the warehousing business is projected to generate additional revenue for the
Company of approximately USD 150 thousand to USD 250 thousand per year.
In the context of this Transaction Plan, the Company has ensured that the implementation of
Rights Issue is carried out with the principle of Disclosure of Information to all shareholders, so
that shareholders have the same opportunity to participate.
The benefits of the Proposed Transaction to GIAA are as follows:
1. support the financial balance corrections program of GIAA and all GIAA’s group
company;
2. optimize non-productive assets into productive assets; and
3. reduction of depreciation costs that must be borne by GIAA on GIAA’s Assets.
D. Compliance with Applicable Capital Market Provisions
1. Based on the provision of Article 8 paragraph (1) of the POJK 32/2015, the
implementation of Rights Issue can be carried out after:
a. the Company obtained approval from the EGMS with respect to the Rights
Issue;
b. the Company submits a registration statement for Rights Issue along with its
supporting documents to the OJK; and
c. the Company's registration statement that will be submitted to the OJK in
relation to the Rights Issue is declared effective by OJK .
20
Page 22
In relation to the Proposed Inbreng, the period between the date of the appraisal report
and the date of share deposit shall not exceed 6 (six) months.
2. Based on the provision of Article 9 paragraph (2) of the POJK 32/2015, the Proposed
Inbreng must fulfill the following provisions:
a. directly related to the use of proceeds; and
b. use an appraiser to determine the fair value of the forms other than money
used as deposit and the fairness of the deposit transaction for shares in the
forms other than money
3. The Proposed Inbreng meets the criteria of an Affiliated Transaction, but is not a
Conflict of Interest Transaction and does not result in the disruption of the Company's
business continuity. The Affiliated relationship between the Company and GIAA is the
relationship between a company and a major shareholder.
Based on Article 23 POJK 42/2020, in the event that an Affiliated Transaction is carried
out through a public offering, the Company is only required to comply with the
provisions of laws and regulations in the capital market sector regarding public
offerings. Given the Proposed Transaction will be carried out through a public offering,
the Affiliated Transaction obligations are sufficiently subject to the provisions of POJK
32/2015 which regulates the procedures for implementing the HMETD.
Furthermore, the Proposed Inbreng is not a Material Transaction because the inbreng
value does not exceed 10% (ten percent) of the Company's total assets or IDR
418,289,300,000 (four hundred eighteen billion two hundred eighty nine million three
hundred thousand Rupiah) or equivalent to USD25,472,827 (Twenty Five Million Four
Hundred Seventy Two Thousand Eight Hundred Twenty Seven United States Dollars)
or 6.02% (six point zero two percent) of the Company's total assets.
SUMMARY OF INDEPENDENT PARTY’S OPINION
A. Summary of GIAA’s Asset Appraisal
The Company has appointed KJPP Fuadah, Rudi dan Rekan (“FRR”), in accordance with the
Work Agreement Letter No. FR/UM No. FR/PP.24.07.0430 dated 9 August 2024 as an
independent appraiser to carry out the appraisal of GIAA’s Assets.
FRR is an authorized KJPP with a KJPP Business License from the Minister of Finance of the
Republic of Indonesia No. 2.12.00100 in accordance with the Decree of the Minister of Finance
No. 102/KM.1/2012 dated 8 February 2012, with Herie Darmawan, S.T., M.M., MAPPI (Cert)
as the person in charge with the Public Appraiser License No. P-1.14.00394 and registered as
a capital market supporting profession with a Registered Certificate of Profession in the Capital
Market No. STTD.PP-108/PJ-1/PM.2/2023.
The following is a summary of GIAA's property appraisal report as outlined in the Report File
No.: 00376/2.0100-00/PI/05/0394/1/X/2024 dated 24 October 2024 signed by Herie
Darmawan, S.T., M.M., MAPPI (Cert).
1. Object of Appraisal
The object of appraisal consists of 3 (three) units of hangar and annex buildings, other
supporting buildings, complementary facilities and complementary building machinery
owned by GIAA. The object of appraisal is located in the area Garuda Maintenance
Facility (GMF), Kompleks Bandara Soekarno - Hatta, Jalan Raya Bandara, Kelurahan
Benda, Kecamatan Benda, Kota Tangerang, Provinsi Banten (“Appraisal Object”).
2. Purpose and Objective
21
Page 23
The purpose of this appraisal is to provide a market value opinion for the existing use
of the Appraisal Object, for the purpose of GIAA’s Asset transaction in the context of
capital injection in the form of other than money (inbreng) into the Company with
respect to the Proposed Rights Issue.
3. Inspection Date and Appraisal Date
We conducted a physical inspection of the condition of the Appraisal Object on 13
August 2024, and the appraisal date was determined as of 30 June 2024.
4. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in this assessment are as follows:
a. The Valuation and the Valuation Report are confidential and are restricted to
the intended Assignor and its professional advisors. This report is presented
only for the purposes and purposes as stated in other parts of this valuation
report. The Appraiser is not responsible to any party other than the Assignor.
Other parties using this report are responsible for any risks arising;
b. Information that has been provided by other parties to the Appraiser as
mentioned in the appraisal report is considered appropriate and reliable.
Information stated without mentioning its source is the result of our review of
existing data, examination of documents or information from authorized
government institutions;
c. The appraiser has obtained a written statement on the accuracy of information,
data and documents provided by the Assignor. The appraiser relies on
confirmation from the owner, management and other third parties regarding the
value and condition of usefulness of the assets of the individual and/or
partnership and/or company that are the object of appraisal, unless otherwise
stated in this report. The appraiser does not attempt to obtain confirmation
whether the assets that are the object of appraisal are free and clear of liens or
pledges or that the individual and/or partnership and/or company has legal title
to all its assets;
d. This report has been prepared based on market and economic conditions,
general business and financial conditions and government regulations related
to asset valuation in effect at the valuation date;
e. We have obtained public and industry information and statistical information
from reliable sources, but we have not confirmed the accuracy or completeness
of such information, and we have not performed procedures to confirm such
information;
f. The land lease agreement is assumed to extend continuously until the end of
the economic life of the asset being valued;
g. The assets being valued constitute a single business unit that is reasonably
managed and maintained by competent management during use;
h. The values included in this report as well as any other values in the report that
are part of the assets being valued are valid only for the purpose of the
Valuation. The values used in this Valuation report may not be used for other
Valuation purposes that may result in errors;
i. The appraiser does not verify the legality, we assume that the appraised asset
is free from all legal claims;
j. The physical inspections we conducted and described in this report are only of
the visible condition of the assets, and are not intended to inspect the condition
of parts of the assets that are closed, invisible or unreachable. We are unable
to provide an opinion or advice on the condition of uninspected parts of the
asset and this report is not intended to provide a description or statement on
those parts of the asset. In addition, we also do not investigate the feasibility of
construction (building audit) and do not investigate the detailed technical
condition of the asset that is the object of the valuation;
k. The appraiser does not investigate environmental issues related to pollution
caused by the object of appraisal or that affect the object of appraisal. If not
22
Page 24
informed otherwise, our assessment is based on the assumption of the
absence of pollution that may affect the value of the object of assessment;
l. The value referred to in this report reflects the actual value without taking into
account any liability for taxes or costs associated with the sale transaction;
m. The sum total of the asset values arrived at in this report essentially reflects the
unitary value of all assets within the scope of the valuation. Attempts to isolate
one or more asset values for specific purposes and interests will render this
valuation report invalid, unless previously considered and elaborated in the
valuation report;
n. In this assessment we consider that the data and information provided by the
assignor are correct and not in doubt;
o. Further services required in the future in relation to the appraisal conducted as
per this report, which are not limited to providing testimony or court
appearances are not required of the Appraiser, unless there is a prior written
agreement;
p. If in the future the Appraiser is requested to provide explanations and
presentations outside the working area of our office, as well as to parties other
than the assignor and service users, then all forms of costs incurred will be
borne by the assignor;
q. No changes to this appraisal report may be made except by the Appraiser, and
the Appraiser is not responsible for any changes made without authorization
from the Appraiser;
r. The validity of the valuation is limited to the date of the valuation and opinions
on condition, use and otherwise are based on observations as of the date
written in the report;
s. This report is not valid if it does not bear the signature of an authorized party of
KJPP Fuadah, Rudi dan Rekan (Lead Partner or Partner who has an appraisal
license);
t. The use of all and/or part of the contents of this report (especially the conclusion
of value, the identity of the appraiser, or the company or any reference to his
professional title) may not be disseminated to the public through advertising,
public relations, news media, sales media, mailings, or other means of
communication without the prior knowledge and written consent of the
Appraiser;
u. This valuation does not take into account the costs and taxes associated with
the sale and transfer to another party;
v. The value of assets reported in rupiah and US dollars (USD) is in accordance
with the prevailing value in Indonesia, where for imported machinery and
equipment the middle rate of Bank Indonesia (BI) as of June 30, 2024 is used,
namely USD 1$ = 16,421 (Sixteen Thousand Four Hundred Twenty One
Rupiah); and
w. Any information derived from Personal Data obtained and/or used by the
Appraiser in this assignment is only used for the purposes of the appraisal, and
furthermore, the data and information in question are excluded as Personal
Data as stipulated in the provisions and laws related to Personal Data
Protection.
5. Assumptions
a. The object of assessment is equipped with ownership documents that are valid
and legally valid, transferable and free from bonds, demands or obstacles of
any kind;
b. The Assignor provides information and data related to the object of appraisal
thoroughly, accurately and correctly;
c. The appraisal is conducted with access to conduct adequate investigation;
d. The object of valuation is assumed to be free from disputes and legal issues
(free & clear);
e. The valuation does not take into account the costs and taxes associated with
the sale and transfer to another party;
f. The object of valuation is assumed to be free from environmental pollution;
23
Page 25
g. The land lease agreement between PT Angkasa Pura II (the lessee) and PT
Garuda Maintenance Facility Aero Asia Tbk (the lessee - GMF) which will
expire on 31 December 2026 can be extended continuously until the end of the
economic life of the asset being valued. The basis of these assumptions
include:
1) With a large area of land owned by PT Angkasa Pura II (AP II) in the
Cengkareng area that has not been fully leased to other parties, in
terms of maintaining its company performance AP II has no reason to
replace GMF's presence on the land currently leased to GMF.
2) The SPPT PBB issued by the local government has been recorded in
the name of Garuda Maintenance Facility (the Company) and paid by
the Company, so it can be understood that the Company is the tax
object on the land owned by AP II which is currently leased to GMF.
Thus, AP II has an interest in continuing the business relationship
with GMF to avoid additional costs for the PBB.
3) There is a Debt Rescheduling agreement for Angkasa Pura's bills to
GMF arising during the COVID 19 pandemic which is carried out for 5
years from January 2024 to 31 December 2028, which is currently
going well. Angkasa Pura has an interest in ensuring GMF's
continuous business continuity to fulfill all payment obligations
under the agreement, one of which is by continuing to lease its
land to GMF.
4) In the context of synergy between State Owned Enterprises (“SOE”),
referring to Article 137 letter c of Minister of SOE Regulation Number
2 of 2023, it is stipulated that cooperation prioritizes the synergy of
SOE, SOE Subsidiaries, SOE Affiliated Companies.
Considering that GMF is a SOE Subsidiary of Garuda Indonesia
engaged in aircraft MRO and there are no SOEs or SOE Subsidiaries
engaged in aircraft MRO other than the Company, with this provision,
land lease cooperation owned by AP can be prioritized with GMF.
5) Referring to the Letter from PT Angkasa Pura Indonesia (API) to PT
GMF AeroAsia Tbk No. API.7525/X/2024/DC-B Dated October 17,
2024 Regarding Response to Request for Adjustment of GMF Land
Lease Contract Period in Cengkareng. In the letter, there are several
aspects that will be evaluated by API, so GMFI needs to conduct an
assessment of some of these aspects. We have received the
assessment results from the Company and can conclude as follows:
a. The Company has no outstanding debt for cooperation within
AP;
The information we received from the Assignor (the Company) is
that currently the Company has no outstanding that has matured,
and the Company has routinely paid land lease bills to AP.
b. Commercial aspect and/or financial condition of the
Company;
Based on the Company’s current financial condition which shows
good growth, according to the results of the audited financial
statements of June 2024, the Company managed to record
revenue of 216 MUSD with a Net Profit Margin of 6.12%. This
illustrates that the Company's business is growing sustainably,
both from revenue and net profit from year to year. This is also
reflected in the financial indicators mentioned, where the
Company's performance growth is growing with an improving
trend.
c. The Company’s level of compliance with the provisions in the
AP Lease Agreement;
The compliance with the AP Lease Agreement is proven by the
land lease that has been executed by the Company and AP in the
previous years and extended every 5 years.
d. Better commercial benefits compared to the previous
cooperation.
24
Page 26
• Referring to the agreement with Angkasa Pura II, contained in
the Commercial Facility Utilization Cooperation Agreement
with number PJJ.04.04/00/03/2024/0069 and
GMF/PERJ./DC-3023/2024 between AP and the Company, it
is stated that in addition to paying land rent, the Company also
pays business concessions that are directly related to the
Company's revenue growth.
• Referring to the projections made by the Company that
revenue will increase by an average of 5% each year. So that
it will provide better commercial benefits compared to the
previous cooperation, namely through an increase in business
concession income that AP will receive from the Company.
6) Referring to the letter from API to the Company No.
API.7619/X/2024/DC-B dated 23 OCtober 2024 Regarding
Submission of Responses to the Request for Extension of Cooperation
of PT Garuda Maintenance Facility Aero Asia Tbk.
In relation to the above, we can conclude that the lease agreement on
the land utilized by the Company can be extended.
h. The analysis, opinion and conclusion of value stated in this appraisal report are
limited by the assumptions and limitations disclosed in the appraisal report,
which are the results of the independent Appraiser's analysis, opinion and
conclusion. This Appraisal Report has complied with Regulation No.
28/POJK.04/2021 regarding the Appraisal and Presentation of Property
Valuation Reports in the Capital Market, Circular Letter No. 33/SEOJK.04/2021
regarding Guidelines for the Appraisal and Presentation of Property Valuation
Reports in the Capital Market, the Indonesian Appraisal Code of Ethics (KEPI)
and the 2018 Indonesian Appraisal Standards (SPI 2018 7th Edition);
i. Any information derived from Personal Data obtained and/or used by the
Appraiser in this assignment is only used for the purposes of the appraisal, and
furthermore, the data and information in question are excluded as Personal
Data as stipulated in the provisions and laws related to Personal Data
Protection.
6. Assessment Approach and Methods
The appraised assets in the form of hangar buildings and other supporting buildings
have certain characteristics and are built on a leased land, which in our opinion can be
categorized as a special property, which is defined as properties that have certain
characteristics, have the benefits that are limited to certain uses or users and are rarely
traded on the open market, except as a part of the sale of the whole property. Based
on SEOJK 33/SEOJK.04/2021, in conducting this appraisal, we use the Cost Approach
with the Depreciated Replacement Cost Method.
The cost approach is an appraisal approach to obtain an indicative value of the
Appraisal Object based on new replacement cost, on the date of the appraisal after
deducted by the depreciation (SEOJK 33/SEOJK.04/2021, Point I.19).
7. Conclusion
Based on the above appraisal approach and method and taking into account all
relevant data and information and the analysis conducted as well as the various
factors affecting the market value of property, in our opinion, the amount of IDR
418,289,300,000 (Four Hundred Eighteen Billion Two Hundred Eighty Nine
Million Three Hundred Thousand Rupiah) or equivalent to USD 25.472.827
(Twenty Five Million Four Hundred Seveny Two Thousand Eight Hundred
Twenty Seven United States Dollar) represents the market value of GIAA's
Assets, in accordance with the abovementioned Appraisal Object that are appraised
as of 30 June 2024.
B. Summary of the Fairness of the Proposed Inbreng
25
Page 27
Company has appointed FRR, in accordance with Work Agreement Letter No.
FR/PB.24.07.0014 dated 9 August 2024 as an independent auditor to provide a fairness opinion
on the Proposed Transaction.
FRR is an authorized KJPP with the KJPP Business License from the Minister of Finance of
the Republic of Indonesia No. 2.12.00100 in accordance with the Decree of the Minister of
Finance No. 102/KM.1/2012 dated 8 February 2012, with Ir. Fuadah, M. Ec.Dev., MAPPI (Cert.)
as the person in charge with the Public Appraiser License No. PB-1.08.00066 and registered
as a capital market supporting profession with a Registered Certificate of Profession in the
Capital Market No. STTD.PPB-35/PJ-1/PM.02/2023.
The following is a summary of the fairness opinion report on the Proposed Transaction as set
out in Report No. File: 00377/2.0100-00/BS/05/0066/1/X/2024 dated 24 October 2024.
1. Parties to the Transaction
a. The Company
Line of Business : Aircraft maintenance
Address : Lantai 2, Lobby Selatan, Hanggar 4 PT Garuda
Maintenance Facility Aero Asia Tbk. Area Perkantoran
Bandar Udara Internasional Soekarno-Hatta. Tangerang
15125.
b. GIAA
Line of Business : Air Transportation
Address : Gedung Manajemen Garuda Indonesia, Garuda City Area
Perkantoran Bandar Udara Internasional Soekarno Hatta
Cengkareng 19120.
GIAA as the controller of the Company, with current ownership of 89.1% (eighty nine
point one percent) therefore there is an Affiliate relationship between GIAA and the
Company.
2. Object of Transaction
The object of analysis is the Company's plan to accept the transfer of assets from GIAA
for capital injection in the form other than money (inbreng) to the Company in
connection with the Proposed Rights Issue.
The object of the Proposed Inbreng is the GIAA’s Assets.
3. Date of Fairness Opinion
The date of fairness opinion in this assignment is as of 30 June 2024.
4. Purpose and Objective of Providing Fairness Opinion
The purpose of this assignment is to provide an opinion on the fairness of the Proposed
Transaction in the form of transfer of ownership of GIAA’s Assets with the mechanism
of share issuance by the Company to GIAA in the context of capital injection in the form
of other than money (inbreng) to the Company in connection with the Proposed Rights
Issue.
26
Page 28
The purpose of providing this fairness opinion is for the benefit of the capital market
related to the fulfillment of POJK 17 of 2020 and POJK 42 of 2020. The fairness opinion
is not used outside the context or purpose of the fairness opinion.
5. Nature of the Proposed Transaction and Relevance to the OJK Regulation
The Proposed Inbreng amounting to IDR 418,289,300,000 (four hundred eighteen
billion two hundred eighty-nine million three hundred thousand Rupiah) or equivalent
to USD 25.472.827 (twenty five million four hundred seveny two thousand eight
hundred twenty seven United States Dollar) thatis equivalent to 6.02% (six point zero
two) of the Company's total assets as of 30 June 2024, thus the transaction value does
not exceed 10% (ten percent) of the Company's total assets, so the transaction is
categorised as a non-Material Transaction as stated in Article 3 paragraph (3) of the
POJK 17/2020.
GIAA as the controller of the Company, with current ownership of 89.1% (eighty nine
point one percent). Therefore, the Company and GIAA are Affiliated companies so that
the transaction carried out is categorised as an Affiliated Transaction as regulated
under POJK 42/2020.
Based on management’s information, such Affiliated Transaction does not have a
conflict of interest because there is no difference between the economic interests of
the Company and the personal economic interests of members of the Board of
Directors, members of the Board of Commissioners, and major shareholders of the
Company which may harm the Company.
6. Methodology of the Transaction Fairness Analysis
In conducting the fairness analysis of the Proposed Transaction, we use the analysis
method in the form of (i) transaction analysis, (ii) qualitative and quantitative analysis
of the Proposed Transaction, (iii) analysis of the fairness of the transaction value, and
(iv) analysis of other relevant factors.
a. Transaction Analysis
i. The parties involved in the Proposed Transaction are the Company and
GIAA as the controller of the Company, with the current ownership of
89.1% (eighty nine point one percent) and the object to be transacted is
the inbreng of GIAA’s Assets in the context of capital injection in the form
other than money to the Company.
ii. This transaction is an Affiliated Transaction but is not categorised as a
Material Transaction.
iii. This transaction has no conflict of interest because there is no difference
between the economic interests of the Company and the personal
economic interests of members of the Board of Directors, members of the
Board of Commissioners, and major shareholders of the Company which
may harm the Company.
b. Qualitative and Quantitative Analysis
Qualitative Analysis
The business consideration used by the Company in relation to the asset
Transaction (inbreng) are as follows:
i. this inbreng asset is the main facility in supporting operational activities,
both in maintenance, repair, logistics, and other supporting activities;
27
Page 29
ii. the Company will be more flexible in developing or modifying these assets
according to the needs of the Company’s future business development;
iii. through inbreng assets, it is a support from the Company’s main capital
owner to increase the capital/equity of the Company.
Analysis of the benefits of the transaction are as follows:
i. the Company will be more flexible in the use, repair, and management of
assets related to its business activities and supports;
ii. the Company can optimize assets that support the development of
business activities;
iii. the potential for additional funds from the issuance of shares which can be
used for additional working capital; and
iv. in addition, savings arising from the payment of contribution fees for the
use of GIAA’s Assets previously leased by the Company.
In terms of operations and market share, the Company not only earns revenue
from GIAA as its main customer, but also serves various other airlines both
domestic and international. Until June 2024, the proportion of the Company's
revenue is 74% from Group (GIAA and Citilink) and 26% from Non Group. This
revenue is derived from the commercial aviation, government and industrial
solutions business segments.
As for the Government segment, the Company has clients including the
Ministry of State Secretariat and the Ministry of Defense. For the Industrial
Solutions segment, the Company has clients including Pertamina Group, PLN
Group and Indonesian Railways.
Quantitative Analysis
The effect of the capital increase on the financial performance of this
transaction, the Company's equity increased by US$27,500,885 (Twenty
Seven Million Five Hundred Thousand Eight Hundred Eighty Five United
States Dollars) due to the recognition of additional capital through inbreng
amounting to Rp418,289,300,000 or equivalent to US$25,472,827, the
addition of cash and cash equivalents amounting to US$1,500,000, as well as
net off asset ROU on GIAA hangar lease and GIAA hangar lease payable
amounting to US$528,058.
c. Fairness Analysis of Transaction Value
i. Analysis of the fairness of the market value of assets with the transaction
plan value in the transaction is carried out by comparing the market value
of assets to be inbreng with the value of the Proposed Transaction. Based
on the calculation of the fairness analysis of the transaction plan value,
where the market value of the inbreng assets is the same as the value of
the Proposed Transaction, so it is still within the fairness threshold of +/-
7.5% (seven point five percent) of the market value.
ii. For the purpose of this Rights Issue, the Company intends to issue a
maximum of 11,736,512,323 (eleven billion seven hundred thirty-six
million five hundred twelve thousand three hundred twenty three) shares.
iii. Analysis of the fairness of the Transaction is also carried out by calculating
the fairness of the difference between the theoretical value of the
transaction and the valuation of the inbreng assets. Based on the equity
valuation report from KJPP Fuadah Rudi dan Rekan No. File
00293/2.0100-00/BS/05/0066/1/IX/2024 dated 05 September 2024, the
market value of the Company's equity is USD 62.253.456 (Sixty Two
Million Two Hundred Fifty Three Thousand Four Hundred and Fifty Six
28
Page 30
United States Dollars), resulting in a calculation of the theoretical value of
the transaction of USD25.878.412 (Twenty Five Million Eight Hundred
Seventy Eight Thousand Four Hundred and Twelve United States Dollar).
While the value of the Proposed Inbreng is USD25.472.827 (twenty five
million four hundred seventy two thousand eight hundred twenty seven
United States Dollar). The calculation of the reasonableness of the
difference between the theoretical value of the transaction and the
valuation of the inbreng assets is still within the fairness threshold of +/-
7.5% of the market value.
d. Analysis of Other Relevant Factors
1. Incremental Analysis
Analysis of other relevant factors is carried out through incremental
analysis, incremental analysis is carried out by looking at the
contribution of added value to the Company from the transactions
carried out. The incremental of the Proposed Transaction is reflected
in the increase in the Company's assets, which is sourced from the
receipt of inbreng assets. In line with the increase in assets, the
Company's equity increases due to additional capital in the form of
inbreng. The Company is projected to experience an increase in sales
and profits, an increase in sales due to the warehousing of the inbreng
assets, as well as a decrease in costs due to expense reduction on the
right of use (ROU) assets of the previous inbreng assets and gain on
net off lease liabilities and ROU.
The decrease in asset items in 2025 compared to 2024 was influenced
by a decrease in current assets in the form of trade receivables,
Advances expenses, and a decrease in non-current assets in the form
of a decrease in the book value of property & equipment and right-of-
use. Meanwhile, assets in 2026 increased compared to 2025, this was
due to an increase in current assets in the form of cash and cash
equivalents, trade receivables, contract assets, and prepaid taxes.
Sales in 2025 compared to 2024 decreased, this was influenced by a
decrease in the revenue component, namely retail / TMB (time material
base) maintenance to GIAA. While assets in 2026 increased compared
to 2025, this was due to an increase in the repair and overhaul / PBTH
(power by the hours) revenue component to GIAA and maintenance
revenue to Non-GIAA. The TMB revenue assumption, the Company
projects the TMB revenue segment to target the market to Non GIAA,
where so far the target market portion is mostly to GIAA.
2. Analysis of the Value Corresponding to the Deposit of the
Transaction Object (Theoretical Transaction Value)
A separate analysis related to the transaction plan to be carried out
through the inbreng mechanism including and not limited to the value
of shares issued in this transaction has a transfer contribution or value
in accordance with the deposit of this transaction object. This is in
accordance with the analysis carried out through the analysis of the
fairness of the transaction value where the theoretical transaction value
analysis is carried out on the value transacted on the inbreng. Where
the value of the transaction plan is USD25,472,827 (Twenty Five
Million Four Hundred Seventy Two Thousand Eight Hundred
Twenty Seven United States Dollars) and the theoretical transaction
value of USD25,878,412 Twenty Five Million Eight Hundred
Seventy Eight Thousand Four Hundred Twelve United States
Dollars) with a difference in value of 1.59%. By considering the
29
Page 31
reasonableness between the theoretical transaction value and the
transacted value, the transaction value has an appropriate contribution
to the value of the shares issued. This conformity provides the principle
of fairness for the transaction plan so that there is no favoritism for
minority shareholders or majority shareholders.
7. Assumptions and Limiting Conditions
a. The Fairness Opinion Report is confidential and intended only for the intended
Assignor and its professional advisors. This report is presented only for the
purposes and objectives as stated in other parts of this Fairness Opinion report.
The Appraiser is not responsible to any party other than the Assignor. Other
parties who use this report are responsible for any risks that arise;
b. Information provided by other parties to the Appraiser as mentioned in the
Fairness Opinion report is considered appropriate and reliable. Information
stated without mentioning its source is the result of our review of existing data,
examination of documents or information from authorized government agencies;
c. The Appraiser has obtained written statement on the accuracy of information,
data and documents provided by the Assignor. The Appraiser relies on
affirmation from the owner, management and other third parties regarding the
value and condition of usefulness of the assets of the individual and/or
partnership and/or company that become the object of Fairness Opinion, unless
otherwise stated in this report. The appraiser does not attempt to obtain
confirmation whether the assets that are the object of the Fairness Opinion are
free and clear of pledge or guarantee or that the individual and/or partnership
and/or company has legal rights over all its assets;
d. This report is prepared based on market and economic conditions, general
business and financial conditions and relevant government regulations as of the
date of the Fairness Opinion;
e. Public and industry information and statistical information have been obtained by
us from reliable sources, however, we make no assertion as to the accuracy or
completeness of such information, and we do not perform procedures to confirm
such information;
f. In this Fairness Opinion we assume that the data and information provided by
the assignor are correct and not in doubt;
g. Further services required in the future in relation to the Fairness Opinion
conducted pursuant to this report, which are not limited to providing testimony or
court appearances are not required of the Appraiser, unless there is a prior
written agreement;
h. If in the future the Appraiser is requested to provide explanations and
presentations conducted outside the working area of our office, as well as to
parties other than the assignor and service users, then all forms of costs incurred
will be borne by the assignor;
i. No changes to this Fairness Opinion report can be made except by the
Appraiser, and the Appraiser is not responsible for any changes made without
authorization from the Appraiser;
j. The Fairness Opinion is limited to the date of the Fairness Opinion and the
opinions on conditions, usage and others are based on the observations as of
the date written in the report;
k. This report is not valid if it does not bear the signature of an authorized party of
KJPP Fuadah, Rudi dan Rekan (Head of Partner or Partner who has a public
appraisal license);
l. The use of all and/or part of the contents of this report (especially the conclusion
of value, the identity of the appraiser, or the company or any reference to his
professional title) may not be disseminated to the public through advertising,
public relations, news media, sales media, mail, or other means of
communication without the prior knowledge and written consent of the Appraiser;
m. Any information derived from Personal Data obtained and/or used by the
Appraiser in this assignment is only used for the purpose of the Fairness Opinion,
30
Page 32
and furthermore the data and information in question are excluded as Personal
Data as stipulated in the provisions and laws related to Personal Data Protection.
8. Conclusion of Fairness Opinion
By considering the fairness analysis of the Proposed Transaction, which includes (i)
transaction analysis, (ii) qualitative and quantitative analysis of the Proposed
Transaction, (iii) analysis of the fairness of the transaction value, and (iv) analysis of
other relevant factors, we are of the opinion that the Proposed Transaction in the form
of transfer of ownership of GIAA’s Assets with the mechanism of share issuance by the
Company to GIAA in the context of capital injection in the form other than money
(inbreng) to the Company in connection with the Proposed Rights Issue is Fair.
INDEPENDENT PARTIES INVOLVED IN THE PROPOSED TRANSACTION
The independent parties involved in the Proposed Transaction are as follows:
1. Public Accounting Firm Rintis, Jumadi, Rianto dan Rekan (PWC), as the independent auditor
who conducts the audit of the Audited Consolidated Financial Statements of the Company and
its Subsidiaries for the Period Ending on 30 June 2024 signed by Bapak de Setiawan Elimin,
CPA on September 4, 2024 with Public Accountant License No. AP 0225, in accordance with
Work Agreement Letter No.GMF/PERJ./DT-3102/2024;
2. KJPP Fuadah, Rudi dan Rekan, as an independent KJPP registered with OJK with the following
appraiser qualifications:
a. As an independent appraiser who conducted an assessment of the assets of PT
Garuda Indonesia (Persero) Tbk with Herie Darmawan, S.T., M.M., MAPPI (Cert.) as
the person in charge with Public Appraiser License No. P-1.14.00394 and registered
as a capital market supporting profession with a Registered Certificate of Profession in
the Capital Market. No. STTD.PP-108/PJ-1/PM.2/2023, in accordance with Work
Agreement Letter No. FR/UM No. FR/PP.24.07.0430 dated August 9, 2024 as an
independent appraiser to conduct valuation of GIAA Assets.
b. As an independent appraiser who provides a fairness opinion on the Affiliated
Transaction Plan between PT Garuda Maintenance Facility Aero Asia Tbk and PT
Garuda Indonesia (Persero) Tbk with Ir. Fuadah, M.Ec.Dev., MAPPI (Cert.) as the
person in charge with qualifications in the field of Property and Business Appraisal
services, with Appraisal License No. PB-1.08.00066 and registered as a supporting
profession at the Capital Market Financial Services Authority (“OJK”) with number
STTD.PPB-35/PJ-1/PM.02/2023, as the person in charge based on, according to Work
Agreement Letter No. FR/PB.24.07.0014 dated August 09, 2024.
3. TnP Law Firm, as a legal consultant who provides legal advice to the Company regarding the
Proposed Transaction, with Ken Prasadtyo, S.H., LL.M. as the responsible partner with a
Registered Certificate of Capital Market Support Professional No. STTD.KH-454/PM.223/2022
dated March 9, 2022 in the name of Ken Prasadtyo, in accordance with the Appointment Letter
No. 111/TnP-KY/III/2024 dated March 26, 2024.
4. Notary Office of Shanti Indah Lestari, on behalf of Shanti Indah Lestari, S.H., M.Kn. as the
notary who prepares and drafts the deeds of the minutes of the EGMS of the Company and the
agreements in connection with the Proposed Transaction; and
5. PT Datindo Entrycom, as the Securities Administration Bureau who carries out the share
administration in the Proposed Rights Issue.
STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISIONERS
The Board of Directors and Board of Commissioners of the Company recommend all shareholders of
the Company to approve the proposal on the Proposed Transaction as described in this Disclosure of
31
Page 33
Information. In providing such recommendation to the shareholders, the Board of Directors and Board
of Commissioners of the Company have considered the benefits and financial impact of the Proposed
Transaction. Therefore, the Board of Directors and the Board of Commissioners believe that the
implementation of the proposal of the Proposed Transaction is the best option at this time for the
Company and all shareholders of the Company.
EGMS
To comply with the provisions of the prevailing laws and regulations, the Proposed Transaction as
described above will seek approval of the Company's shareholders at the EGMS, namely the
Company's shareholders whose names are registered in the Company's Securities Administration
Bureau on 23 September 2024 at 16.00 Western Indonesian Time and/or the owners of the Company's
shares in the securities sub-account at KSEI at the close of trading of the Company's shares on the IDX
on 23 September 2024.
The following are important dates in relation to the Company’s EGMS:
Agenda Date
Written Notification to the OJK on the agenda of the EGMS 2 September 2024
Announcement to the Company's shareholders on the EGMS 9 September 2024
Disclosure of Information on the Rights Issue 9 September 2024
Recording date of the Shareholders Register of the Company 23 September 2024
Invitation of the EGMS 24 September 2024
Announcement of the Postponement of EGMS 15 October 2024, 17
October 2024 & 22
October 2024
EGMS 28 October 2024
Announcement of the summary of EGMS 30 October 2024
The Company will seek approval from the EGMS with due observance of the provisions of POJK
15/2020 and POJK 16/2020, to carry out the Rights Issue as described in this Disclosure of Information.
ADDITIONAL INFORMATION
To obtain information in connection with the Rights Issue, the Company’s shareholders may convey to
the Company, from Monday – Friday on 08.00 – 17.00 WIB at the following address:
PT Garuda Maintenance Facility Aero Asia Tbk
2nd Floor, Lobby Selatan Hanggar 4 PT Garuda Maintenance Facility Aero Asia Tbk
Area Perkantoran Bandar Udara Internasional Soekarno-Hatta
Tangerang 15125, Indonesia
Phone: (021) 550 8737
Fax: (021) 550 10461
Website: www.gmf-aeroasia.co.id
E-mail: corporate.secretary@gmf-aeroasia.co.id
Tangerang, 24 October 2024
Board of Directors
32
Names mentioned 43 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×7
unresolved
org
Ministry of Law and Human Rights
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
person
Arry Supratno
· Notaris
p.5
unresolved
org
GMF Aero Asia Tbk
p.5 ×8
unresolved
person
Shanti Indah Lestari
· Notaris
p.5 ×8
unresolved
person
Fathiah Helmi
· Notaris
p.6
unresolved
org
PT Datindo Entrycom
p.6 ×2
unresolved
org
Rintis
p.8
unresolved
org
Rianto & Rekan
p.8
unresolved
person
Ade Setiawan Elimin
p.8 ×3
unresolved
org
PT Angkasa Pura Indonesia
p.15 ×2
unresolved
org
PT Angkasa Pura II No. BAC.
p.15 ×2
unresolved
person
H.A.S. Hanandjoeddin Airport.
p.15
unresolved
org
Tangerang District Court
p.16
unresolved
org
government of the Republic of Indonesia
p.19
unresolved
org
Ministry of Defense
p.20
unresolved
org
KJPP Fuadah
p.20 ×8
unresolved
org
Rudi dan Rekan
p.20 ×5
unresolved
org
Rianto dan Rekan
p.20 ×2
unresolved
org
KJPP Business License
p.22 ×2
unresolved
org
Minister of Finance
p.22 ×4
unresolved
person
Herie Darmawan
p.22 ×3
unresolved
org
Bank Indonesia
p.24
unresolved
org
Minister of SOE Regulation
p.25
unresolved
org
GMF AeroAsia Tbk
p.25 ×2
unresolved
org
Ministry of State Secretariat
p.29
unresolved
org
Ministry of Defense. For
p.29
unresolved
org
KJPP Fuadah Rudi dan Rekan
p.29
unresolved
org
KJPP Fuadah Rudi
p.29
unresolved
person
Ken Prasadtyo
p.32
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.