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20241016_ADRO_Rencana Transaksi Material Dengan Persetujuan RUPS_31746836_lamp1.pdf
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AMENDMENT AND/OR ADDITION TO
INFORMATION DISCLOSURE TO THE SHAREHOLDERS
ON MATERIAL TRANSACTION
PT ADARO ENERGY INDONESIA TBK (“THE COMPANY”)
This amendment and/or addition to the information disclosure on the affiliated-party transaction (hereinafter
referred to as “Information Disclosure”) has been prepared to explain to all of the Company’s shareholders
regarding a planned transaction to sell up to all of the shares of PT Adaro Andalan Indonesia (“AAI”) owned
the Company amounting to 7,008,202,240 shares.
This transaction fulfills the definition of material transaction as set forth in Indonesian Financial Services
Authority (FSA) Regulation number 17/POJK.04/2020 on Material Transactions and Changes of Business
Activities (“POJK 17/2020”).
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS, EITHER SEVERALLY OR
JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION DISCLOSURE AND
THE AMENDMENT AND/OR ADDITION TO THE INFORMATION DISCLOSURE, IF ANY.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS HEREBY DECLARE
THAT THE INFORMATION AS DISCLOSED IN THIS INFORMATION DISCLOSURE IS COMPLETE, AND
AFTER A DUE AND CAREFUL EXAMINATION, EMPHASIZE THAT THE INFORMATION STATED IN THIS
INFORMATION DISCLOSURE IS TRUE, AND THAT THERE ARE NO RELEVANT AND MATERIAL FACTS
OMITTED OR ELIMINATED IN SUCH A WAY THAT CAUSE THE INFORMATION PROVIDED HEREIN TO
BE UNTRUE AND/OR MISLEADING.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS DECLARE THAT THIS
TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST.
PT Adaro Energy Indonesia Tbk
Business activities:
Operating head office activities and management consultation (for the businesses of subsidiaries operating in mining,
excavation, mining support services, large-scale trading, logistics, warehousing, and logistics support activities, cargo
handling (stevedoring), sea port service activities, plant agriculture, construction, engine repair and installation, power
provision, water treatment, forestry and industry)
Head office:
Menara Karya, 23rd floor
Jl. H.R. Rasuna Said, Blok X‐5,
Kav. 1‐2, Jakarta 12950,
Indonesia
Email: corsec@adaro.com
Website: www.adaro.com
Telephone: +62 21 2553 3000
This information is issued in Jakarta on October 16th, 2024 and replaces the information disclosure published
on September 11th, 2024 in its entirety.
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DEFINITION
Affiliation: defined as set forth by article 1 of Law number 8 of 1995 on Capital Market
as amended by Law number 4 of 2023 on the Development and
Strengthening of the Financial Sector or FSA Regulation number 42/2020.
AI: PT Adaro Indonesia.
US$: United States dollar.
Director(s): (a) member(s) of the Company’s Board of Directors holding such position
on the issuance date of this Information Disclosure.
Commissioner(s): (a) member(s) of the Company’s Board of Commissioners holding such
position on the issuance date of this Information Disclosure.
Financial Statements: the Company’s Financial Statements as at June 30th, 2024, which have
been subjected to a limited review performed by Public Accounting Firm
Rintis, Jumadi, Rianto & Rekan.
Appraiser’s Reports: i. Appraisal Report number 00150/2.0162-00/BS/02/0153/1/X/2024 of
October 14th, 2024 on Appraisal on the Object of the Planned
Transaction; and
ii. Appraisal Report number 00151/2.0162-00/BS/02/0153/1/X/2024 of
October 14th, 2024 on Report on Fairness Opinion on the Transaction.
LSA: PT Laskar Semesta Alam.
MIP: PT Mustika Indah Permai.
Amount of the Planned a total of minimum US$2,445,950 thousand, or equivalent to 31.8% of the
Transaction: Company’s total equity and maximum US$2,629,396 thousand, or
equivalent to 34.1% of the Company’s total equity, under the assumption
that each of the Company’s shareholders subscribes to the Shares Offered
under the Public Offering by Existing Shareholders mechanism based on
Subscription Ratio (as defined below).
PCS: PT Paramitha Cipta Sarana.
Independent Appraiser: the Office of Appraisal Services of Kusnanto dan Rekan, an independent
appraiser registered with the Indonesian FSA, which has been appointed
by the Company to appraise the fair value and/or fairness of the transaction
as explained in this Information Disclosure.
POJK 17/2020: FSA Regulation number 17/POJK.04/2020 on Material Transactions and
Changes of Business Activities.
POJK 35/2020: FSA Regulation number 35/POJK.04/2020 on Appraisal and presentation
of business appraisal report in the capital market.
POJK 42/2020: FSA Regulation number 42/POJK.04/2020 on Affiliated-Party Transactions
and Conflict-of-Interest Transactions.
POJK 76/2017: FSA Regulation number 76/POJK.04/2017 on Public Offering by Existing
Shareholders.
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Pro Forma Financial the Company’s Pro Forma Consolidated Financial Statements of June 30th,
Statements of June 30th, 2024 yang diterbitkan kembali dan telah ditelaah secara terbatas oleh
2024: Kantor Akuntan Publik Rintis, Jumadi, Rianto & Rekan.
Public Offering by Public Offering by Existing Shareholders in accordance with POJK
Existing Shareholders 76/2017.
(POES):
Subscription Ratio: the ratio applied for AAI share subscription based on the share ownership
of the Company’s shareholders on the Recording Date.
Shares Offered: up to all of AAI shares owned by the Company, totaling 7,008,202,240
shares.
SCM: PT Semesta Centramas.
Recording Date: the recording date for the eligible Company’s shareholders to participate
and subscribe to the Shares Offered under POES mechanism.
Material Transaction: as defined by POJK 17/2020.
Affiliated-party as defined by POJK 42/2020.
Transaction:
Law of General Law number 6 of 1983 on the General Provisions and Procedures on
Provisions and Taxes, as amended from time to time.
Procedures on Taxes:
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I. INTRODUCTION
The Company intends to conduct a transaction to sell up to all of the shares under its ownership in AAI
(previously PT Alam Tri Abadi) totaling 7,008,202,240 shares (the “Planned Transaction”) under the
POES mechanism based on POJK 76/2017. On the date of this Information Disclosure, AAI is a
limited-liability company whose shares are 99.9999% (ninety-nine point nine nine nine nine percent)
directly owned by the Company. The POES will be executed simultaneously or following AAI’s initial
public offering (IPO), whereby upon such AAI’s IPO, the Company’s share ownership in AAI is
predicted to be diluted to 90% of AAI’s total issued and paid-up capital.
The Planned Transaction fulfils the definition of material transaction of POJK 17/2020 because AAI’s
total assets, net income, and revenue is individually greater than 50% (fifty percent) of the Company’s
total assets, net income, and revenue as stated in the Financial Statements, with the following details:
No. Value Components of the AAI The Company Percentage
Material Transaction (in US$ ‘000) (in US$ ‘000)
(i) AAI’s total assets divided by the US$5,433,038 US$10,264,463 52.9%
Company’s total assets is equal
to or greater than 20% (twenty
percent)
(ii) AAI’s net income divided by the US$922,767*) US$880,189 104.8%
Company’s net income is equal
to or greater than 20% (twenty
percent)
(iii) AAI’s revenue divided by the US$2,656,511 US$2,972,835 89.4%
Company’s revenue is equal to
or greater than 20% (twenty
percent)
*) including the non recurring gain of US$322.936 thousand eliminated on the Company’s net income.
The offering price under POES mechanism shall be equivalent to the Volume-weighted Average Price
established after the market close on AAI shares’ IPO date on the exchange, provided that the final
offering price shall be:
i. minimum equivalent to the fair market price of AAI shares based on the appraisal of the
Independent Appraiser; and
ii. maximum 107.5% of the appraised value determined by the Independent Appraiser, within the
fairness threshold as set forth in POJK 35/2020.
Therefore, the total value of the Planned Transaction shall be minimum US$2,445,950 thousand,
which is equivalent to 31.8% of the Company's total equity and maximum US$2,629,396 thousand,
which is equivalent to 34.1% of the Company’s total equity, under the assumption that each of the
Company’s shareholders subscribes to the Shares Offered under POES mechanism based on
Subscription Ratio.
Pursuant to article 6 of POJK 17/2020, the Company shall first obtain the approval of its shareholders
because AAI’s total assets, net income, and revenue is individually greater than 50% (fifty percent) of
the Company’s total assets, net income, and revenue. The Company is also required to engage an
appraiser for determining the fair value of the object of the material transaction and/or the fairness of
such material transaction and publish this Information Disclosure on its website as well as IDX website
to convey information to its shareholders on the Planned Transaction to be proposed in the
Extraordinary General Meeting of Shareholders (“EGMS”) for approval.
The Company intends to conduct EGMS both offline and online (hybrid) to obtain the approval for the
Planned Transaction in Jakarta on October 18th, 2024. The EGMS announcement is published
together with the publication of the information disclosure of the Planned Transaction as stipulated in
article 6 point 1 letter b of POJK 17/2020.
For executing the Planned Transaction, no approval from the government or other governmental
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bodies or institutions is required to be obtained by the Company other than the Statement of
Effectiveness from FSA with regard to: (i) the Statement on the Registration for Initial Public Offering
submitted by AAI; and (ii) the Statement on the Registration for POES submitted by the Company.
The Company and its relevant subsidiaries are currently processing the proposal and/or notification to
the Company’s and the subsidiaries’ creditors (as applicable) on the plan to conduct POES and will
ensure that the approval for such proposal is obtained before the execution of the Planned
Transaction.
The Company has appointed the Public Appraiser Firm (“KJPP”) Kusnanto dan Rekan, which is
registered as a capital market supporting profession of FSA to conduct appraisal on the object of the
Planned Transaction based on the appraisal report number 00150/2.0162-00/BS/02/0153/1/X/2024 of
October 14th, 2024 on the Appraisal of the Object of the Planned Transaction and provide opinion on
the fairness of the Company’s Planned Transaction based on the appraisal report number
00151/2.0162-00/BS/02/0153/1/X/2024 of October 14th, 2024 on the Report on the Fairness of the
Transaction (the “Appraiser’s Report”).
The Planned Transaction is a transaction exempted from the stipulation of affiliated-party transactions
based on article 23 of POJK 42/2020, which sets forth that in the event that an affiliated transaction is
executed through public offering, a public company is only required to fulfill the capital market statutory
provisions on public offering. This Planned Transaction is not a conflict-of-interest transaction as
stipulated by POJK 42/2020 since the transaction is executed fairly for the Company’s interest and
there is no different economic interest between the Company and each member of the Board of
Directors, Board of Commissioners, and the Company’s shareholders.
The Planned Transaction does not have the potential to disturb the Company’s business continuity,
since based on the Pro Forma Financial Statements of June 30th, 2024, after the divestment, the
Company will still have net income and revenue around 35% of the revenue before AAI divestment.
Therefore, the Company is not subject to the provision of article 14 of POJK 17/2020 to obtain approval
from the Company’s independent shareholders.
II. BRIEF DESCRIPTION ON THE TRANSACTION AND THE EFFECT OF THE TRANSACTION TO
THE COMPANY’S FINANCIAL CONDITION
A. DESCRIPTION OF THE TRANSACTION
i. Background, Rationale and Benefits of Conducting the Transaction
The Company is an integrated mining and energy company in Indonesia. The Company has
business segments in the thermal and metallurgical coal mining, energy, utilities, supporting
infrastructure, and metal processing as its main growth drivers, operated by leveraging its
resources and potentials. The Company’s diverse businesses are classified into three growth
pillars: Adaro Energy, Adaro Minerals, and Adaro Green. Initially the Company built the vertically
integrated supply chain from mines to power plants, and continued the supply chain to green
businesses thereafter.
The Company is currently developing green business supply chain as the next extension, to
support and capture the opportunities from green economy being developed in Indonesia.
Through AAI, the Company owns shares in several thermal coal mining companies, i.e. AI, PCS,
SCM, LSA, and MIP, which produce thermal coal of medium calorific value and low pollutant
content. In addition, the Company through AAI also owns shares in two thermal coal mining
companies under development, i.e. PT Pari Coal and PT Ratah Coal.
To ensure that coal is delivered at the ship-loading locations or customers’ locations in
accordance with the agreed schedule, specifications, and quality, AAI runs a logistics business,
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which consists of coal barging and ship loading, river channel dredging and maintenance,
stevedoring, land and sea port operations, and barge maintenance and repair.
Furthermore, to complete its coal mining businesses, AAI also has supporting businesses
operated through its subsidiaries in the land, water, investment, and power generation segments.
These supporting operations are essential to secure smooth operations of the mining business,
as well as business sustainability in the long run.
The Company intends to continue pursuing strategic expansions and diversifications in the non-
coal mining segments. This will create a more balanced business portfolio and stronger protection
for the Company in all phases of the business cycles and contribute significantly to the long-term
value creation.
The Company is also committed to fully supporting the Indonesian government’s commitment to
reduce greenhouse gas emission, including the initiatives to achieve net-zero emissions in 2060
or earlier through various measures. The Company has a commitment to have around 50% of its
total revenue generated by non thermal coal businesses by 2030. This target will be achieved by
expanding businesses in the areas that support Indonesia’s green ecosystem. The Company is
currently developing an aluminum smelter (in construction) and a hydropower plant (in pre
construction stage). This aluminum smelter is expected to commence operations in 2025 while
the hydropower plant is expected to commence operations in 2030. Therefore, the revenues from
these two projects are projected to add to the Company’s revenue and help to achieve the target
of generating 50% revenue from non thermal coal businesses.
Aluminum is an essential component of various products that support green economy, such as
batteries and electric cars. Meanwhile, the hydropower plant will produce the clean energy
needed by the supply chain of those products.
To fulfill this commitment, the Company intends to separate the businesses under the mining
segment and a number of supporting businesses under AAI from the Adaro Mineral and Adaro
Green pillars to maintain the strong synergy generated by the integration of businesses that
belong to more closely related industrial sectors. This measure is perceived to be effective in
maximizing the performance of AAI and those non thermal coal business pillars since it will allow
each company to focus on developing their core strengths.
The Company’s Planned Transaction is expected to help AAI and the non thermal coal business
segments to strengthen the focus on development and performance. This separation will also
help the Company’s green business to gain larger financing access, more competitive funding
cost, and better access to green projects with high-level potential business partners, in addition
to offering more investment options to the public investors to make investments according to their
interests and perspectives.
Currently, the Company’s new and renewable energy projects are still on the initial stage and
have not obtained financing. This segregation is expected to allow the Company to access more
competitive financing from financing institutions that focus more on green energy funding. While
coking coal is not yet recognized in Indonesian Taxonomy for Sustainable Finance, it can still
obtain financing from several financing institutions because coking coal is a raw material for steel
production, which is required for transitioning to green economy.
The Company is still exploring various funding potentials from international financing institutions.
It is expected that this segregation will provide the access to more competitive financing from
financing institutions that focus more on green energy funding. Until now, the Company has not
made any commitment with any financing company to fund its projects in the green business
being explored, and the Company is still calculating for project development, including the
financial capability to fulfil the financial obligation on the funding of the associated projects.
The following table presents the analysis on the benefits and challenges from executing the
Planned Transaction:
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By Executing the Planned Without Executing the Planned
Transaction Transaction
Potential • Supporting the government’s initiative • The Company still has investments
benefits to transition to green economy in thermal coal business and still
• Making Indonesia more attractive for generate revenues from thermal
investments by offering the investors coal business.
with more options and opportunities in
the green and sustainable business
sector
• Strengthening the development focus
and more focused business
performance for the thermal coal
mining business and non thermal coal
business, especially for developing
various projects in the green business.
• Obtaining better access to partnership
potentials with blue-chip potential
business partners for the
environmentally friendly projects being
developed by the Company.
• Obtaining the access to wider and
more competitive funding potentials
for developing green businesses.
Challenges • The considerably large project costs • The constraints on funding and
and greenfield projects require large investments for developing the
funding amounts and excellent project green business being developed by
management to ensure that the Company because of the
operations will run within the planned association with the Company’s
time and calculated economics. thermal coal business, which
possesses the challenges related to
climate change and the global
initiative toward net-zero emission.
The percentages of AAI’s revenue and net income to the Company’s consolidated revenue and
income are 89.4% and 104.8%, respectively. With AAI divestment, according to the Pro Forma
Financial Statements of June 30th, 2024, the Company still has consolidated net income and
revenue around 35% of the revenue prior to AAI divestment, contributed by the Company’s
businesses outside AAI. Even though coking coal is not yet recognized in Indonesian Taxonomy
for Sustainable Finance, it can still obtain financing from several financing institutions because
coking coal is a raw material for steel production, which is required for transitioning to green
economy. Going forward, the Company is confident that the green-economy associated
businesses it is developing are promising significantly larger revenue and profit potentials in the
future, supported by more competitive funding. In addition, by participating in green-economy
related businesses, the Company participates in supporting the efforts to control climate change.
ii. Brief Description on the Transaction
Object of the transaction
The object of the transaction is up to all of the shares owned by the Company in AAI, totaling
7,008,202,240 shares. On the date of this Information Disclosure, AAI is a limited-liability
company whose shares are 99.9999% (ninety-nine point nine nine nine nine percent) directly
owned by the Company. The POES will be executed simultaneously or following AAI’s initial
public offering (IPO), whereby upon such AAI’s IPO, the Company’s share ownership in AAI is
predicted to be diluted to 90% of AAI’s total issued and paid-up capital.
Value of the transaction
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The offering price for the POES is equivalent to the volume-weighted average price established
after the closure of the trading on AAI’s share listing day on the stock exchange, while taking into
account the fairness of the transaction as stipulated in POJK 35/2020, provided that the final
offering price shall be:
i. minimum equivalent to the fair market price of AAI shares based on the appraisal of the
Independent Appraiser; and
ii. maximum 107.5% of the appraised value determined by the Independent Appraiser, within
the fairness threshold as set forth in POJK 35/2020.
Therefore, the total value of the Planned Transaction shall be minimum US$2,445,950 thousand,
which is equivalent to 31.8% of the Company's total equity and maximum US$2,629,396
thousand, which is equivalent to 34.1% of the Company’s total equity, under the assumption that
each of the Company’s shareholders subscribes to the Shares Offered under POES mechanism
based on Subscription Ratio.
The Planned Transaction fulfils the definition of material transaction of POJK 17/2020 because
AAI’s total assets, net income, and revenue is individually greater than 50% (fifty percent) of the
Company’s total assets, net income, and revenue as stated in the Financial Statements, with the
following details:
No. Value Components of the AAI The Company Percen
Material Transaction (in US$ ‘000) (in US$ ‘000) tage
(i) AAI’s total assets divided by US$5,433,038 US$10,264,463 52.9%
the Company’s total assets is
equal to or greater than 20%
(twenty percent)
(ii) AAI’s net income divided by the US$922,767*) US$880,189 104.8%
Company’s net income is equal
to or greater than 20% (twenty
percent)
(iii) AAI’s revenue divided by the US$2,656,511 US$2,972,835 89.4%
Company’s revenue is equal to
or greater than 20% (twenty
percent)
*) including the non recurring gain of US$322.936 thousand eliminated on the Company’s net income.
Mechanism of the Planned Transaction
The Planned Transaction is conducted through a public offering of AAI shares in accordance with
the applicable capital market regulations, including POJK 76/2017.
Subject to the FSA’s statement that the Company’s registration statement on the public offering by
the shareholders based on POJK 76/2017 has become effective (“PUPS”), the Company will offer
the opportunities to its shareholders to participate in the Planned Transaction as buyers, during the
same period as or subsequent to the process of AAI’s public offering.
The sales of shares will be conducted under the following terms:
Item Description
Seller The Company
Buyer The Company will offer the Shares Offered to all its shareholders
who are registered on the Company’s list of shareholders on the
date currently estimated to be November 27th, 2024, or another
date to be announced in the POES prospectus (“Recording Date”).
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The buyers are the Company’s shareholders who are registered on
the Recording Date and choose to buy AAI shares from the
Company.
In the event that AAI’s shareholders are not the Company’s
shareholders registered in the Company’s shareholders’ list on the
certain date which will be announced in the POES Prospectus, such
AAI’s shareholders are not categorized as the shareholders who
are entitled to buy AAI shares offered by the Company under the
POES mechanism.
Shares Offered Up to all of the shares owned by the Company in AAI, totaling
7,008,202,240 shares (“Shares Offered”). The POES will be
executed simultaneously or following AAI’s initial public offering
process, whereby after such AAI’s initial public offering, the Shares
Offered are predicted to be equivalent to 90% of AAI’s issued and
paid-up capital.
The Company will determine the ratio to be used for ordering AAI
shares based on the shareholders’ share ownership on the
Recording Date (“Subscription Ratio”).
Subscription Ratio will be granted proportionally only to all of the
Company’s shareholders. No shareholder is entitled to any certain
rights. The Subscription Ratio will be announced in the POES
prospectus.
Offering Price The POSS offering price shall be equivalent to the volume-weighted
average price established after the market close on the trading day
of AAI’s share listing on the stock exchange, while taking into
account the fairness of the transaction as stipulated in POJK
35/2020, provided that the final offering price shall be:
i. minimum equivalent to the fair market price of AAI shares based
on the appraisal of the Independent Appraiser; and
ii. maximum 107.5% of the appraised value determined by the
Independent Appraiser, within the fairness threshold as set forth
in POJK 35/2020.
Tax Aspect Based on the tax analysis prepared by the firm Purwantono
Suherman Surja Consult (a member of Ernst & Young Global
Limited) of October 11th, 2024, it is concluded as follows:
a. the tax implications on AAI’s initial public offering process are:
(i) the additional final tax of 0.5% on the sales of AAI’s
founder shares, which shall be paid to the tax authority
within one month after AAI shares are traded on
Indonesia Stock Exchange; and
(ii) the final tax of 0.1% of the gross transaction value of AAI
share sales on IDX, provided that the final tax of 0.5% has
been paid by the owners of the founder shares.
b. The tax implication on POSS execution on AAI shares by the
Company to the Company’s shareholders is the final tax of
0.1% of the gross transaction value of the sales of AAI shares
on IDX, which will be covered by the Company as the selling
shareholder.
c. The share offering price determined for POSS execution has
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fulfilled the arm’s length principle as set forth by the applicable
tax regulations.
d. Article 12 of Law of General Provisions and Procedures on
Taxes stipulates that tax payers are obliged to calculate and
report the tax based on the self-assessment mechanism
without awaiting the assessment or tax assessment letter
issued by the tax authority. All relevant tax paying entities
associated with the transaction including the Company and
AAI have fulfilled the tax calculation and reporting in
accordance with this regulation.
e. AAI shares’ initial public offering and the POSS on AAI shares
by the Company have fulfilled the applicable tax regulations.
Public offering period To be determined in the POSS prospectus.
and ordering
procedure
Remaining shares The unsold remaining shares will be kept by the Company.
iii. Parties to the Transaction
1. The Company as the shareholder of AAI
Brief history
The Company was established based on the notarial deed number 25 made before Sukawaty
Sumadi, S.H., a Notary in Jakarta. The Company’s deed of incorporation was announced in
the State Gazette of the Republic of Indonesia number 59 of July 25th, 2006, Supplement to
State Gazette number 8036, and approved by the Minister of Law and Human Rights of the
Republic of Indonesia by Decree number C-21493 HT.01.01.TH.2004 of August 26th, 2004.
The Company’s Articles of Association have been amended several times with the latest
amendment based on Deed number 10 of June 4th, 2024 made before Humberg Lie, S.H.,
S.E., M.Kn., a Notary in North Jakarta. Such amendment to the Articles of Association has
been approved by the Minister of Law and Human Rights of the Republic of Indonesia by the
decree number AHU-0043080.AH.01.02.TAHUN 2024 of July 17th, 2024.
The Company started operating commercially in July 2005. The Company is domiciled in
Jakarta and located at Gedung Menara Karya, 23rd floor, Jl. H.R. Rasuna Said Blok X‐5, Kav.
1‐ 2, South Jakarta.
The Company’s purpose and objectives are to operate head office activities and management
consultation (for the businesses of subsidiaries operating in mining, excavation, mining
support services, large-scale trading, logistics, warehousing, and logistics support activities,
cargo handling (stevedoring), sea port service activities, plant agriculture, construction, engine
repair and installation, power provision, water treatment, forestry and industry).
Management and supervision
Based on the notarial deed number 8 of June 4th, 2024 made before Humberg Lie, S.H., S.E.,
M.Kn., a notary in North Jakarta, which has been received by the Minister of Law and Human
Rights of the Republic of Indonesia as confirmed by the Receipt of the Notification on the
Change in the Company’s Data number AHU-AH.01.09-029993 of June 4th, 2024, the
compositions of the Company’s Board of Directors and Board of Commissioners are as
follows:
Board of Commissioners
President Commissioner: Edwin Soeryadjaya
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Vice President Commissioner: Theodore Permadi Rachmat
Commissioner: Arini Saraswaty Subianto
Independent Commissioner: Mohammad Effendi
Independent Commissioner: Budi Bowoleksono
Board of Directors
President Director: Garibaldi Thohir
Vice President Director: Christian Ariano Rachmat
Director: Michael William P. Soeryadjaya
Director: M. Syah Indra Aman
Director: Julius Aslan
Director: Iwan Dewono Budiyuwono
2. AAI
Brief history
AAI is a subsidiary company of the Company. AAI was established based on the notarial deed
number 2 of December 1st, 2004 made before Ir. Rusli, S.H., a Notary in Bekasi. AAI’s deed
of establishment was approved by the Minister of Law and Human Rights of the Republic of
Indonesia by Decree number C-31123 HT.01.01.TH.2004 of December 23rd, 2004 and
announced in the State Gazette of the Republic of Indonesia number 52 of July 1st, 2005,
Supplement to State Gazette number 6922. Its Articles of Association have been amended
several times with the latest amendment based on the Deed of Shareholders’ Resolution
number 1 of September 3rd, 2024 made before Humberg Lie, S.H., S.E., M.Kn., a Notary in
North Jakarta, which has been approved by the Minister of Law and Human Rights of the
Republic of Indonesia based on the Decree of the Approval for the Change in Articles of
Association number AHU-0055647.AH.01.02.TAHUN 2024 of September 3rd, 2024, which has
been registered in the Company List of the Ministry of Law and Human Rights of the Republic
of Indonesia number AHU-0186922.AH.01.11.TAHUN 2024 of September 3rd, 2024, and
notified to the Minister of Law and Human Rights of the Republic of Indonesia as confirmed
by (i) the Receipt of the Notification on the Change in Articles of Association number AHU-
AH.01.03-0188887 of September 3rd, 2024, which has been registered in the Company List of
the Ministry of Law and Human Rights of the Republic of Indonesia number AHU-
0186922.AH.01.11.TAHUN 2024 of September 3rd, 2024 and (ii) the Receipt of the Notification
on the Change in Company Data number AHU-AH.01.09-0247706 of September 3rd, 2024,
which has been registered in the Company List of the Ministry of Law and Human Rights of
the Republic of Indonesia number AHU-0186922.AH.01.11.TAHUN 2024 of September 3rd,
2024 (“Deed number 1/2024”).
AAI’s head office is domiciled in Jakarta and located at Cyber Tower 2, 26th floor, Jl. H.R.
Rasuna Said Blok X‐5, No. 13, Jakarta 12950 Indonesia.
AAI’s purpose and objectives are to engage in the plantation businesses of oil palm, rubber,
and other latex producing plants, holding company activities, and other management
consultation activities.
Management and supervision
Based on Deed number 1/2024, the compositions of AAI’s Board of Directors and Board of
Commissioners are as follows:
Board of Commissioners
President Commissioner (Independent): Budi Bowoleksono
Commissioner: Primus Dorimulu
Board of Directors
President Director: Julius Aslan
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Director: Priyadi
Director: Lie Luckman
Director: Susanti
Capital Structure
On the date of this Information Disclosure, based on Deed number 1/2024, AAI’s capital
structure and shareholder composition are as follows:
Authorized capital Rp40,000,000,000,000
Issued and paid-up capital Rp21,900,633,000,000
AAI’s authorized capital consists of 12,800,000,000 shares of Rp3,125 par value per share.
AAI’s shareholder composition on the date of this Information Disclosure is as follows:
Shareholder Number of Amount (Rp) Percentage
Shares (%)
The Company 7,008,202,240 Rp21,900,632,000,000 99.9999
PT Adaro 320 Rp1,000,000 0.001
Strategic
Investments (ASI)
Total 7,008,202,560 Rp21,900,633,000,000 100.00
The Company is AAI’s shareholder holding 7,008,202,240 shares that represent 99.9999% of
AAI shares.
The following chart presents AAI’s share ownership composition:
The following table lists AAI’s share ownership in subsidiaries, percentage of ownership,
operational status, and business activities:
Subsidiary Entity Business Year of Operational Percentage
under Direct Activity Commencing Status of Effective
Ownership Commercial Ownership
Operations
PT Adaro Indonesia Mining 1992 Operational 88%
("AI")
PT Dianlia Investment - Non operational 100%
Setyamukti ("Dianlia")
PT Viscaya Investment - Non operational 100%
Investments
("Viscaya")
Arindo Holdings Investment - Holding 90%
(Mauritius) Ltd
("Arindo Holdings")a)
PT Adaro Logistics Service 2015 Operational 100%
("AL")a)
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PT Mustika Indah Mining 2019 Operational 75%
Permai ("MIP")
PT Bukit Enim Energi Mining - Non operational 61%
("BEE")b)
PT Adaro Persada Service 2006 Operational 91%
Mandiri ("APM")a)
PT Adaro Mining Service 2023 Operational 100%
Technologies
("AMT")a)
PT Paramitha Cipta Mining 2024 Operational 75%
Sarana ("PCS")
PT Adaro Tirta Trading 2019 Operational 100%
Mandiri ("ATM")a)
PT Semesta Mining 2014 Operational 75%
Centramas ("SCM")
PT Laskar Semesta Mining 2016 Operational 75%
Alam ("LSA")
PT Pari Coal ("PC") Mining - Non operational 65%
PT Ratah Coal ("RC") Mining - Non operational 100%
PT Indoprima Niaga Investment - Holding 65%
Sejahtera ("INS")a)
PT Kaltara Power Power provision - Non operational 84%
Indonesia ("KPI")
Subsidiary Entity Business Year of Operational Percentage
under Indirect Activity Commencing Status of Effective
Ownership Commercial Ownership
Operations
PT Sarana Daya Service 2009 Operational 30%
Mandiri ("SDM")
PT Rehabilitasi Service 2016 Operational 91%
Lingkungan Indonesia
("RLI")a)
PT Adaro Jasabara Service 2007 Operational 100%
Indonesia ("AJI")
PT Indonesia Bulk Terminal 1997 Operational 100%
Terminal ("IBT") management
service
Vindoor Investments Investment - Non operational 90%
(Mauritius) Ltd
("Vindoor")a)
Adaro International Coal trading 2001 Operational 90%
(Singapore) Pte Ltd
("AIS")
PT Maritim Barito Sea transport 2005 Operational 100%
Perkasa ("MBP")
PT Harapan Bahtera Sea transport 2004 Operational 100%
Internusa ("HBI")
PT Purdika Bongkar Service 2013 Operational 100%
Muat Makmur
("PBMM")
PT Indonesia Multi Terminal 2013 Operational 100%
Purpose Terminal management
("IMPT") service
Subsidiary Entity Business Year of Operational Percentage
under Direct Activity Commencing Status of Effective
Ownership Commercial Ownership
Operations
Orchard Maritime Coal handling 2006 Non operational 100%
Logistics Pte Ltd and transport
("OML")
PT Agri Multi Lestari Animal farming 2016 Operational 91%
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("AML")
PT Adaro Tirta Mining support 2021 Operational 99%
Sarana ("ATS")a) service
PT Drupadi Tirta Water treatment 2016 Operational 99%
Intan ("DTI")
PT Adaro Tirta Gresik Water treatment 2016 Operational 99%
("ATG")
Adaro Capital Limited Investment 2017 Non operational 90%
("ACL")
PT Alam Sukses Forestry 2018 Operational 91%
Lestari ("ASL")
PT Barito Galangan Sea transport 2018 Operational 100%
Nusantara ("BGN") construction,
repair and
maintenance
PT Hutan Amanah Forestry 2018 Non operational 68%
Lestari ("HAL")
PT Adaro Tirta Water treatment 2021 Operational 89%
Mentaya ("ATME")
PT Adaro Wamco Water and mud 2019 Operational 59%
Prima ("AWP") treatment
Adaro Australia Pty Investment - Non operational 90%
Ltd
PT Sarana Mekar Investment - Holding 55%
Pratama ("SMP")a)
PT Sarana Multi Service - Operational 100%
Talenta ("SMT")
PT Adaro Tirta Water 2023 Operational 99%
Wening ("ATW") management
support service
PT Adaro Tirta Water treatment - Operational 99%
Brayan ("ATB")
PT Persada Wana Forestry - Non operational 91%
Lestari ("PWL")
PT Cakra Wana Forestry - Non operational 91%
Lestari ("CWL")
PT Mandiri Wana Forestry - Non operational 91%
Lestari ("MWL")
PT Indotama Mining Service - Non operational 65%
Semesta Manunggal
("INDOTAMA")
PT Indovisi Sentosa Port - Non operational 65%
Mandiri ("ISM")
PT Mitra Rimba Forestry - Non operational 65%
Indoprima ("MRI") business
PT Indo Mitra Mining Service - Non operational 65%
Konstruksi ("IMK")
a)
and subsidiaries
b)
On August 8th, 2024, the Company divested its entire share ownership in BEE
The summary of AAI’s consolidated balance sheet based on the consolidated financial
statements of AAI and subsidiaries as at June 30th, 2024, December 31st, 2023 and
December 31st, 2022, and the summary of AAI’s consolidated profit and loss and other
comprehensive revenue based on the consolidated financial statements of AAI and
subsidiaries for the period ended June 30th, 2024 and June 30th, 2023 (unaudited), and for
the year ended on December 31st, 2023 and December 31st, 2022, audited by Public
Accounting Firm Rintis, Jumadi, Rianto & Rekan (a member of PwC global network) with
unqualified opinion, are as follows:
in thousand of US dollar
December 31st, December 31st,
Balance Sheet June 30th, 2024
2023 2022
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Assets
Current assets 1,875,992 3,270,164 4,326,775
Non current assets 3,557,046 3,792,752 3,639,311
Total assets 5,433,038 7,062,916 7,966,086
Liabilities and equity
Liabilities
Short-term liabilities 1,519,862 1,798,306 2,117,564
Long-term liabilities 1,192,208 474,146 1,340,306
Total liabilities 2,712,070 2,272,452 3,457,870
Equity
Total equity attributed to 2,383,041 4,366,000 4,115,713
the owners of the parent
entity
Non-controlling interests 337,927 424,464 392,503
Total Equity 2,720,968 4,790,464 4,508,216
Total liabilities and 5,433,038 7,062,916 7,966,086
equity
in thousand of US dollar
Profit & Loss and June 30th, June 30th, December December
Other 2024 2023 31st, 2023 31st, 2022
Comprehensive (Unaudited)
Revenue
Revenue 2,656,511 3,255,246 5,915,408 7,725,933
Cost of revenue (1,879,339) (2,134,097) (4,186,532) (3,776,856)
Gross profit 777,172 1,121,149 1,728,876 3,949,077
Operating income 944,331 924,455 1,391,359 3,625,905
Profit before 1,035,168 993,560 1,559,975 3,848,074
income tax
Profit for the 922,767 804,759 1,285,891 2,349,572
period/year
Total 911,232 822,588 1,300,332 2,375,106
comprehensive
revenue for the
period/year, after
tax
*) including nonrecurring gain of US$322,936 thousand.
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B. EFFECTS OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION (PRO FORMA)
(Stated in thousand of US dollar, except share par values and data)
Pro Forma Financial Statements of June 30th, 2024
Historical Adjustments Pro forma
June 30th, 2024 related to the June 30th, 2024
PT Adaro Energy Transaction PT Adaro Energy
Indonesia Tbk and Indonesia Tbk
Subsidiaries(1) and Subsidiaries
ASSETS
CURRENT ASSETS
Cash and cash equivalents* 2,793,958 1,365,930 4,159,888
Restricted cash and time deposits – current 4,110 - 4,110
portion
Trade receivables 510,954 (237,331) 273,623
Other investments – current portion 57,507 (57,507) -
Inventories 199,297 (88,961) 110,336
Prepaid taxes – current portion 96,011 (76,758) 19,253
Other receivables – current portion 20,070 (12,022) 8,048
Loans to related parties – current portion 2,129 - 2,129
Advances and prepayments – current portion 59,021 (43,931) 15,090
Other current assets 394 3,323 3,717
Total current assets 3,743,451 852,743 4,596,194
NON-CURRENT ASSETS
Restricted cash and time deposits – non 57,099 (37,340) 19,759
current portion
Other investments – non current portion 499,592 (499,592) -
Other receivables – non current portion 114,754 (51,340) 63,414
Investments in associates and joint ventures 1,405,472 (767,127) 638,345
Loans to third parties 187,248 (2,271) 184,977
Loans to related parties – non current portion 143,450 773,176 916,626
Advances and prepayments – non current 196,252 (112,982) 83,270
portion
Prepaid taxes – non current portion 32,195 (15,051) 17,144
Mining properties 970,994 (419,583) 551,411
Fixed assets 2,007,817 (688,702) 1,319,115
Goodwill 776,943 (737,278) 39,665
Intangible assets 4,253 (2,135) 2,118
Concession service receivables 28,539 (28,539) -
Deferred tax assets 90,772 (47,531) 43,241
Other non current assets 5,632 (3,996) 1,636
Total non current assets 6,521,012 (2,640,291) 3,880,721
TOTAL ASSETS 10,264,463 (1,787,548) 8,476,915
Notes:
(1) The historical consolidated financial information of PT Adaro Energy Indonesia Tbk (“the Company”) and subsidiaries
(collectively referred to as “the Group”) is obtained from the Financial Statements.
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Historical Adjustments Proforma
June 30th, 2024 related to the June 30th, 2024
PT Adaro Energy Transaction PT Adaro Energy
Indonesia Tbk and Indonesia Tbk
Subsidiaries(1) and Subsidiaries
LIABILITIES AND EQUITY
LIABILITIES
CURRENT LIABILITIES
Trade payables 365,669 (185,884) 179,785
Dividend payable 31,584 (31,584) -
Accrued expenses 267,816 (171,133) 96,683
Short-term employee benefits liabilities 1,111 (829) 282
Tax payables
- Corporate income tax 60,562 (33,767) 26,795
- Other taxes 49,319 (42,418) 6,901
Royalty payable 18,038 (2,673) 15,365
Current portion of long-term borrowings
- Lease liabilities 29,563 (1,434) 28,129
- Bank loans 111,064 (61,412) 49,652
Senior notes 698,887 (698,887) -
Provision for decommissioning, rehabilitation,
reclamation and mine closure – current portion 3,993 - 3,993
Other liabilities – current portion 4,601 (4,268) 333
Total current liabilities 1,642,207 (1,234,289) 407,918
NON-CURRENT LIABILITIES
Loans from third parties 5,738 (5,738) -
Long-term borrowings, net of current
maturities:
- Lease liabilities 76,800 (218) 76,582
- Bank loans 385,735 (116,888) 268,847
Deferred tax liabilities 152,639 (62,526) 90,113
Loans from related parties - 5,195 5,195
Post-employment benefit liabilities 70,699 (23,334) 47,365
Provision for decommissioning, rehabilitation,
reclamation and mine closure – non current
portion 230,056 (204,276) 25,780
Other liabilities – non current portion - 39 39
Total non current liabilities 921,667 (407,746) 513,921
TOTAL LIABILITIES 2,563,874 (1,642,035) 921,839
Note:
(1) The historical consolidated financial information of the Group is obtained from the Financial Statements.
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Historical Adjustments Proforma
June 30th, 2024 related to the June 30th, 2024
PT Adaro Energy Transaction PT Adaro Energy
Indonesia Tbk and Indonesia Tbk
Subsidiaries(1) and Subsidiaries
EQUITY
Equity attributable to owners of the parent
entity
Share capital – authorized capital
80,000,000,000 shares; issued and fully paid
31,985,962,000 shares at Rp100 par value per
share 342,940 - 342,940
Additional paid-in capital, net 1,154,494 910,600 2,065,094
Treasury shares (177,019) - (177,019)
Difference in value from transactions with non-
controlling interests 157,815 (361,001) (203,186)
Retained earnings
- Appropriated 68,588 - 68,588
- Unappropriated* 5,530,729 (496,186) 5,034,543
Other comprehensive income 35,391 5,395 40,786
Total equity attributed to owners of the 7,112,938 58,808 7,171,746
parent entity
Non-controlling interests 587,651 (204,321) 383,330
TOTAL EQUITY 7,700,589 (145,513) 7,555,076
TOTAL LIABILITIES AND EQUITY 10,264,463 (1,787,548) 8,476,915
Notes:
(1) The historical consolidated financial information of the Group is obtained from the Financial Statements.
*) Unappropriated retained earnings and cash and cash equivalents will decrease in an amount equivalent to total
cash dividend distributed by the Company.
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PRO FORMA CONSOLIDATED PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME FOR THE SIX
MONTHS’ PERIOD ENDING ON JUNE 30th, 2024
(Stated in thousand of US dollar)
Historical Adjustments Proforma
June 30th, 2024 related to the June 30th, 2024
PT Adaro Energy Transaction PT Adaro Energy
Indonesia Tbk and Indonesia Tbk
Subsidiaries(1) and Subsidiaries
Revenue 2,972,835 (1,919,130) 1,053,705
Cost of revenue (1,765,110) 1,174,186 (590,924)
Gross profit 1,207,725 (744,944) 462,781
Operating expenses (178,984) 102,304 (76,680)
Other (expenses)/income, net (20,654) 20,687 33
Operating income 1,008,087 (621,953) 386,134
Finance cost (48,020) 15,154 (32,866)
Finance income 80,464 (43,977) 36,487
Share in profits
of associates and joint ventures 38,613 (20,676) 17,937
71,057 (49,499) 21,558
Profit before income tax 1,079,144 (671,452) 407,692
Income tax expense (198,955) 112,273 (86,682)
Profit for the year 880,189 (559,179) 321,010
Comprehensive (loss)/income for the period:
Items to be reclassified to profit or loss
Exchange difference due to financial statement (35,020) 53,158 18,138
translation
Share of other comprehensive income/(loss)
from associates and joint ventures 15,043 (16,477) (1,434)
(19,977) 36,681 16,704
Notes:
(1) The Group’s historical consolidated financial information is obtained from the Financial Statements.
Historical Adjustments Proforma
June 30th, 2024 related to the June 30th, 2024
PT Adaro Energy Transaction PT Adaro Energy
Indonesia Tbk and Indonesia Tbk
Subsidiaries(1) and Subsidiaries
Comprehensive (loss)/income for the period:
(continued)
Items that will not be reclassified to profit or loss:
Changes in fair value of investment in funds at
fair value through other comprehensive income (198) (25,218) (25,416)
Remeasurement of post-employment benefit
liabilities 542 (542) -
Income tax related to this item (112) 112 -
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232 (25.648) (25.416)
(19,745) 11,033 (8,712)
Total comprehensive income for the period, 860,444 (548,146) 312,298
net of tax
Profit for the period attributed to:
Owners of the parent entity 778,773 (499,144) 279,629
Non-controlling interests 101,416 (60,035) 41,381
Profit for the period 880,189 (559,179) 321,010
Total comprehensive income of the period
attributed to:
Owners of the parent entity 758,985 (490,791) 268,194
Non-controlling interests 101,459 (57,355) 44,104
Total comprehensive income of the period, 860,444 (548,146) 312,298
net of tax
Notes:
(1) The Group’s historical consolidated financial information refers to the Group’s interim consolidated financial statements of
June 30th, 2024, which have been reviewed.
Assumptions for the execution of the material transaction in Pro Forma Financial Statements of June
30th, 2024:
• The management assumes that the Company does not recognize the portion of profit and loss and other
comprehensive revenue from AAI Group from the time of losing control on January 1st, 2024 and assumes
that the material transaction has been executed on January 1st, 2024.
• The management assumes that the transaction value used for the pro forma of the Material Transaction
plan is the appraiser’s appraisal value on up to all the shares owned by the Company in AAI as stated in
the Appraiser’s Report.
• The management applies the accountancy on the sales of AAI shares based on the Indonesia’s financial
accounting standard number 338, “Controlling Entities’ Business Combination”, where the difference
between the amount of cash received from the share sales and the recorded net asset value of the AAI
Group in the divestment of common control entities is presented in equity as “Additional paid-up capital,
net” for US$910,600 thousand value.
Based on Pro Forma Financial Statements of June 30th, 2024 as presented in the table hereinabove, AAI
divestment shall lead to lower consolidated revenue and net income of the Company, or 65% and 64%
respectively, based on the amounts in Pro Forma June 30th, 2024, as presented in the calculation below.
(in thousand US$)
June 30th, 2024
The Company’s consolidated revenue 2,972,835
The Company’s Pro Forma consolidated revenue 1,053,705
Decrease (1,919,130)
% decrease 65%
The Company’s consolidated income in the current period 880,189
The Company’s Pro Forma consolidated income for the current 321,010
period
Decrease (559,179)
% decrease -64%
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In the other words, in consolidation the Company still has net income and revenue around 35% of the
revenue prior to AAI divestment, whereby the Company in consolidation still has investments in
metallurgical coal and rock mining, mineral processing, energy, utilities, and supporting infrastructure
supported by its resources and potentials. If AAI is divested by the Company, based on the Pro Forma
Financial Statements of June 30th, 2024, the Company in consolidation still has total assets, revenue
and net income of US$8,476,915 thousand, US$1,053,705 thousand and US$321,010 thousand from
the Company’s business excluding AAI. Going forward, the Company will be more focused on
developing the existing energy projects that support the Indonesian government green economy
programs. This means, if the Planned Transaction is executed, the Company’s business sustainability
will not be disturbed.
The Company’ total thermal coal reserves owned through consolidated subsidiaries, i.e. the subsidiaries
of the AAI Group (AI, SCM, LSA, PCS, and MIP), is 917.4 million tonnes. With AAI divestment, based
on the objective of the Planned Transaction, the Company no longer has thermal coal reserves and still
has metallurgical coal reserves, with this product being the raw material in steel making, through a
consolidated subsidiary PT Adaro Minerals Indonesia Tbk Group amounting to 173 million tonnes.
The Company’s Consolidated Financial Ratio based on Pro Forma Financial Statements of June 30th,
2024:
Financial Ratio Pro Forma Analysis
June 30th,
2024
Gross Profit Margin (%) 43.92% Gross Profit Margin (%) of 43.92% indicates that the Company
has good capability to generate profit from revenue after
deducting production costs. This ratio represents the Company’s
efficiency in carrying out operations and profitability.
Operational EBITDA 48.41% Operational EBITDA margin of 48.41% indicates that the
Margin (%) Company has a high profitability level, not taking into account
the non-operational costs. This operational EBITDA margin
reflects excellent performance and operational efficiency, as well
as the ability to consistently generate income.
Operating Margin (%) 36.65% Operating margin of 36.65% indicates that the Company has
excellent operational profitability. This is also an indication that
the Company can manage the operational cost well out of the
revenue generated.
Return on Equity (%) 8.50% ROE calculated based on the pro forma consolidated financial
performance for the six months ended June 30th, 2024 and
annualized to project the relevant financial ratio of 8.50% shows
that the Company has the strong ability to generate returns for
the shareholders’ investment.
Return on Assets (%) 7.57% ROA calculated based on the pro forma consolidated financial
performance for the six months ended June 30th, 2024 and
annualized to project the relevant financial ratio of 7.57% shows
that the Company has the strong ability to generate net income
of 7.57% out of its total assets. This provides the Company’s
excellent performance in utilizing the assets for generating
income.
Net Debt to Equity (x) (0.50) The negative ratio indicates the Company’s very high liquidity
level, meaning the Company has the ability to serve all of its
debts since it has very high cash balance (very liquid).
Net Debt to Operational (3.67) The negative ratio indicates the Company’s very high liquidity
EBITDA (x) level. This means the Company is not only able to serve the
debts with its operational EBITDA, but also has very high cash
balance.
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Financial Ratio Pro Forma Analysis
June 30th,
2024
Cash from Operations to 1.85 The ratio of 1.85 indicates that the Company has generated cash
Capex (x) from operations more than double the amount of capital
expenditure. This is a strongly positive indication, showing that
the Company has more than enough operational cash to fund
the capital expenditure.
Current Ratio (x) 11.27 The ratio of 11.27 indicates that the Company has very strong
liquidity, with current assets far exceeding short-term liabilities.
This means the Company has very strong capability to serve its
short-term liabilities.
Earnings per Share 0.00908 Earnings per share (EPS) of 0.00908 based on the pro forma
(AS$) financial statements of June 30th, 2024 is attributable to the 64%
decrease in net income after AAI’s planned divestment. Going
forward, the Company’s profit is expected to continue rising on
the back of the potential growth of the projects in the green
business, which will provide good returns.
Price to Book Value (x) 0.69 PBV of 0.69 indicates that the market values the Company below
its net asset value. With the future potential of its green projects,
the Company’s share price in the market will better reflect its
future business growth.
The Company is considering to distribute cash dividends to all of its shareholders registered on the
recording date, which shall be 8 (eight) business days following the General Meeting of Shareholders
that approves such cash dividend distribution. The shareholders, on their own decision, can use the
cash dividend to fund their participation in the Planned Transaction, subject to the shareholders’
approval in the General Meeting of Shareholders to be held on a future date.
III. SUMMARY OF THE REPORT ON THE OBJECT OF THE PLANNED TRANSACTION
KJPP Kusnanto & Rekan is an official Public Appraisal Office under the Finance Minister’s Decree
number 2.19.0162 of July 15th, 2019 and registered at FSA as an office of capital market supporting
profession by Registered License of the Capital Market Supporting Profession issued by FSA number
STTD.PB-01/PJ-1/PM.223/2023 (business appraiser). It has been appointed by the Company by
Assignment Letter number KR/240718- 003 of July 18th, 2024 to submit the appraisal for the market
value of 99.9999% AAI shares and provide a fairness opinion on the Planned Transaction.
The following is the summary of the appraisal report on 99.9999% AAI shares as stated in its report
number No. 00150/2.0162-00/BS/02/0153/1/X/2024 of October 14th, 2024.
i. Parties to the Planned Transaction
The parties to the transaction based on the Company’s Information Disclosure are the Company
and all of its shareholders whose names are registered on the Company’s list of shareholders on
the date to be announced in the POES prospectus by the Selling Shareholder, who decide to buy
AAI shares from the Company.
ii. Object of the appraisal
The object of the appraisal is the Company’s shares in AAI totaling 21,900,632 shares recorded
on June 30th, 2024 or equivalent to 7,008,202,240 after the stock split executed on September
3rd, 2024, which represents the Company’s ownership in AAI of 99.9999% of the shares.
iii. Objective of the appraisal
The objective of the appraisal is to obtain an independent opinion on the market value of the
object of the appraisal on June 30th, 2024 stated in US dollar currency.
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The purpose of the appraisal is to provide description on the market value of the object of the
appraisal, which will be used as a reference and consideration by the Company’s management
for the implementation of the Planned Transaction, and to fulfil POJK 17/2020.
iv. Assumptions and limiting conditions
a. Preparing a business appraisal report of non-disclaimer opinion;
b. Representing that the business appraiser has reviewed the documents used in the
appraisal process;
c. Representing that the data and information received are obtained from sources of reliable
accuracy;
d. Using adjusted financial projection representing the fair financial projections prepared by
the management under fiduciary duty;
e. Representing that the business appraiser is responsible for the appraisal and the fairness
of the adjusted financial projections;
f. Generating business appraisal report available for the public, except in the event of
confidential information potentially impacting the Company’s operations;
g. Representing that the business appraiser is responsible for the business appraisal report
and conclusion on value; and
h. Indicating that the business appraiser has received the information on the legal status of
the object of the appraisal and the assignor.
v. Approaches and appraisal method
The appraisal on the Object of Appraisal was based on internal and external analyses. Internal
analysis was based on data provided by management, historical analysis of the financial position
report, and AAI's comprehensive income and loss statement, review of the operating conditions
and the management and resources owned by AAI. KJPP KR evaluated AAI's future prospects
based on the business plans and financial statement projections provided by management that
KJPP KR reviewed for fairness and consistency. External analysis was based on a brief review
of external factors considered as value drivers including a brief review of the prospects of the
relevant industry.
In applying the appraisal method to determine the indication of the market value of a "business
interest" it is necessary to refer to the representative financial statements (financial position report
and comprehensive profit and loss statement), therefore it was necessary to adjust the book value
of the financial position report and normalization of the profit of the comprehensive profit and loss
statement usually prepared by management based on historical value. However, the book value
of a company reflected in the financial position report and comprehensive profit and loss
statement is the acquisition value and does not reflect the economic value that can be fully used
as a reference as the market value at the time of the appraisal.
The appraisal methods used in the appraisal of the Object of the Appraisal were the discounted
cash flow (DCF) method, the adjusted net asset method, and the guideline for publicly traded
company method.
The discounted cash flow method was chosen considering that the business activities carried out
by AAI's operating subsidiaries in the future would still fluctuate in accordance with estimates of
the business development of AAI's operating subsidiaries. In carrying out the appraisal using this
method, the operations of AAI's operating subsidiaries were projected in accordance with
estimates of the business development of AAI's operating subsidiaries. The cash flows generated
based on the projection was converted into present value with a discount rate that is appropriate
to the risk level. The indicated value is the total present value of the cash flows.
In carrying out the appraisal using the net asset adjustment method, the value of all components
of assets and liabilities/debts must be adjusted to their market value, except for components that
show their market value (such as cash/bank or bank debt). The overall market value of the
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company was then obtained by calculating the difference between the market value of all assets
(tangible and intangible) and the market value of liabilities.
The comparative method of listed companies on the stock exchange was used in this appraisal
because although in the public company’s stock market there is no information regarding similar
companies with equivalent business scale and assets, it is estimated that the existing public
companies’ stock data can be used as comparative data for AAI share value.
The above appraisal approach and method are those that KJPP KR considered most appropriate
to be applied in this assignment and have been agreed upon by the Company's management and
AAI.
Subsequently, the values obtained from each method were reconciled by weighting.
vi. Conclusion on value
Based on the results of the analysis of all data and information that KJPP KR received and taking
into account all relevant factors that influenced the appraisal, KJPP KR is of the opinion that the
market value of the Object of the Appraisal on June 30 th, 2024 was USD2,445,950 thousand.
With the total of 21,900,632 shares recorded on June 30th, 2024, the price per share is
US$111.68. With the total of 7,008,202,240 shares after AAI shares’ par value split, the price per
share is US$0.35.
IV. SUMMARY OF THE FAIRNESS OPINION
The following is the summary of the fairness opinion on the Planned Transaction as stated in its report
number 00151/2.0162-00/BS/02/0153/1/X/2024 of October 14th, 2024.
i. Identity of the parties
The parties to the transaction based on the Company’s Information Disclosure are the Company
and all of its shareholders whose names are registered on the Company’s list of shareholders
on the date to be announced in the PUPS prospectus by Selling Shareholder, who decide to
buy AAI shares from the Company.
ii. Object of the fairness opinion
The transaction in which the Company plans to sell up to 99.9999% of AAI shares (or up to
21,900,632 shares recorded in the Company’s Financial Statements of June 30 th, 2024, or up
to 7,008,202,240 shares of the Company based on the Deed of Shareholders’ Resolution of the
Company of September 30th, 2024) through the POES mechanism to all the Company’s
shareholders for an offering price determined using the volume-weighted average price (VWAP)
generated after the close of trading on the day of AAI’s share listing on the stock exchange while
taking into account the fairness of the transaction as stipulated in POJK 35/2020 as disclosed
in this Information Disclosure, on which the total amount of the transaction shall be no less than
US$2,445,950 thousand and no greater than US$2,629,396 thousand.
iii. Purpose of the fairness opinion
The purpose and objective of preparing the fairness opinion report on the Planned Transaction
are to provide the description to the Company’s Board of Directors on the fairness of the Planned
Transaction from the financial aspect and to fulfill the applicable provision, i.e. POJK 17/2020.
iv. Assumptions and limiting conditions
i. Preparing a business appraisal report of non-disclaimer opinion;
24
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j. Representing that the business appraiser has reviewed the documents used in the
appraisal process;
k. Representing that the data and information received are obtained from sources of reliable
accuracy;
l. Using adjusted financial projection representing the fair financial projections prepared by
the management under fiduciary duty;
m. Representing that the business appraiser is responsible for the appraisal and the fairness
of the adjusted financial projections;
n. Generating business appraisal report available for the public, except in the event of
confidential information potentially impacting the Company’s operations;
o. Representing that the business appraiser is responsible for the business appraisal report
and conclusion on value; and
p. Indicating that the business appraiser has received the information on the legal status of
the object of the appraisal and the assignor.
v. Approaches and appraisal method
In compiling the fairness opinion report on this Planned Transaction, the Independent Appraiser
has conducted an analysis through the appraisal approaches and procedure on the Planned
Transaction, which include the following:
I. Analysis on the Planned Transaction
The analysis on the Planned Transaction has been made based on the information
regarding the Planned Transaction provided by the Company’s management,
identification and analysis on the relationship between the parties of the transaction, the
analysis on the agreements and conditions agreed on the Planned Transaction, and the
analysis on the benefits and risks of the Planned Transaction. The Planned Transaction
qualifies as a material transaction according to POJK 17/2020.
II. Qualitative and quantitative analyses on the Planned Transaction
The qualitative and quantitative analyses on the Planned Transaction have been made
by reviewing the coal industry, which would provide the general description on the
development of the coal industry performance globally and in Indonesia, by analyzing
the Company’s operational activities and business prospects, the rationale of the
Planned Transaction, the costs and benefits of the Planned Transactions, and by
analyzing AAI’s historical financial performance based on its consolidated financial
statements for the six months ended June 30th, 2024 and for the year ended December
31st, 2019 – 2023.
III. Analysis on the fairness of the Planned Transaction
The analysis on the fairness of the Planned Transaction has been made by conducting
qualitative and quantitative analyses on the Planned Transaction. The qualitative
analysis took into account the risks and benefits as well as the potential gains from the
Planned Transaction for all the Company’s shareholders. The quantitative analysis was
made by considering the potential gains before and after the execution of the Planned
Transaction from the Company’s financial projections and the potential gains from the
difference between the transaction value and the market value, with the price ranging
from minimum US$2.45 billion and maximum US$2.63 billion, with the value not
exceeding 7.50% of the market value of 99.9999% of AAI shares of US$2.45 billion.
vi. Fairness opinion on the transaction
Based on the scope of the assignment, assumptions, data, and information obtained from the
Company’s management used in preparing this report, the review on the financial impact of the
Planned Transaction as disclosed in this Fairness Opinion report, we are of the opinion that the
Planned Transaction is fair.
25
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V. GENERAL MEETING OF SHAREHOLDERS (GMS) TO OBTAIN THE APPROVAL FOR MATERIAL
TRANSACTION BASED ON POJK 17/2020
The Planned Transaction is a material transaction requiring the shareholders' approval in GMS in
accordance with POJK 17/2020. The GMS to obtain the approval for the Planned Transaction is
planned to be held on October 18th, 2024. The shareholders who are entitled to attend the GMS are
those registered in the Company's list of shareholders and/or securities sub-account holders at the
closure of the share trading on the stock exchange one day prior to the GMS invitation, or their
legitimate proxies with power of attorney.
Attendance quorum and GMS resolutions
Referring to the Company’s Article of Association juncto article 41 POJK number 15/POJK.04/2020 on
the Plan and Implementation of Publicly-listed Companies’ General Meeting of Shareholders (POJK
15/2020) and article 6 of POJK 17/2020, the provision on attendance quorum is that the GMS may be
implemented if attended by the shareholders or their legitimate proxies representing more than ½ (one
half) of the total outstanding shares with voting rights. Meanwhile, the provision on the quorum of GMS
resolution is that a GMS resolution is valid if it is approved by the shareholders representing more than
½ (one half) of the total outstanding shares with voting rights that attend the GMS.
Second Meeting
In the event that the attendance quorum is not fulfilled, the second GMS may be implemented and
declared valid if attended by the shareholders representing at least 1/3 (one third) of total number of
shares with valid voting rights and the resolution is valid if approved by more than 1/2 (one half) of the
total number of shares with valid voting rights attending the GMS.
Third Meeting
In the event that the attendance quorum of the second GMS is not fulfilled, the third GMS may be
implemented under the condition that this third GMS is valid and entitled to make resolutions if attended
by the shareholders with valid voting rights under the attendance quorum and resolution quorum as
stipulated by FSA on the Company’s proposal.
VI. BOARD OF COMMISSIONERS’ & BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Commissioners and Board of Directors hereby declare that:
1. This Information Disclosure is to be complete and in compliance with the requirements as
stipulated in POJK 17/2020.
2. This Planned Transaction qualifies as a material transaction as defined in POJK 17/2020.
3. This Planned Transaction is a transaction exempted from the affiliated-party transaction based on
article 23 of POJK 42/2020 and does not contain any conflict of interest as defined in POJK
42/2020.
4. The Company’s Board of Commissioners and Board of Directors hereby declare that they have
carefully reviewed the entire information provided with regard to the Planned Transaction as
presented in this Information Disclosure, and all material information with regard to the Planned
Transaction has been disclosed in this Information Disclosure and such material transaction is true
and not misleading. Subsequently, the Company’s Board of Commissioners and Board of
Directors hereby declare that they hold full responsibility on the accuracy of all information
provided in this Information Disclosure.
26
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VII. ADDITIONAL INFORMATION
The Company’s shareholders wishing to receive further information on this Planned Transaction can
contact:
PT Adaro Energy Indonesia Tbk
Menara Karya 23rd Floor
Jl. H.R. Rasuna Said Block X-5, Kav. 1-2 Jakarta 12950
Indonesia
Email: corsec@adaro.com
Telephone: +62 21 2553 3000
27
Names mentioned 80 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT Adaro Indonesia. US
p.2
unresolved
org
Rianto & Rekan
p.2 ×3
unresolved
org
PT Laskar Semesta Alam. MIP
p.2
unresolved
org
PT Mustika Indah Permai. Amount
p.2
unresolved
org
PT Paramitha Cipta Sarana. Independent Appraiser
p.2
unresolved
org
Kusnanto dan Rekan
p.2 ×2
unresolved
org
Kantor Akuntan Publik Rintis
p.3
unresolved
org
PT Semesta Centramas. Recording
p.3
unresolved
org
PT Ratah Coal. To
p.5
unresolved
org
Young Global Limited
p.9
unresolved
org
Indonesia Stock Exchange
p.9
unresolved
person
Sukawaty Sumadi
· Notaris
p.10
unresolved
org
Minister of Law and Human Rights
p.10 ×6
unresolved
person
Humberg Lie
· Notaris
p.10 ×4
unresolved
org
Ministry of Law and Human Rights
p.11 ×3
unresolved
org
PT Adaro
p.12
unresolved
org
PT Dianlia
p.12
unresolved
org
PT Viscaya
p.12
unresolved
org
PT Adaro Logistics
p.12
unresolved
org
PT Mustika Indah
p.13
unresolved
org
PT Bukit Enim Energi
p.13
unresolved
org
PT Adaro Persada
p.13
unresolved
org
PT Paramitha Cipta
p.13
unresolved
org
PT Adaro Tirta
p.13 ×5
unresolved
org
PT Semesta
p.13
unresolved
org
PT Laskar Semesta
p.13
unresolved
org
PT Ratah Coal
p.13
unresolved
org
PT Indoprima Niaga
p.13
unresolved
org
PT Kaltara Power
p.13
unresolved
org
PT Sarana Daya
p.13
unresolved
org
PT Rehabilitasi
p.13
unresolved
org
PT Adaro Jasabara
p.13
unresolved
org
PT Indonesia Bulk
p.13
unresolved
org
Pte Ltd
p.13
unresolved
org
PT Maritim Barito
p.13
unresolved
org
PT Harapan Bahtera
p.13
unresolved
org
PT Purdika Bongkar
p.13
unresolved
org
PT Indonesia Multi
p.13
unresolved
org
PT Agri Multi Lestari
p.13
unresolved
org
PT Drupadi Tirta
p.14
unresolved
org
PT Adaro Tirta Gresik
p.14
unresolved
org
Adaro Capital Limited
p.14
unresolved
org
PT Alam Sukses
p.14
unresolved
org
PT Barito Galangan
p.14
unresolved
org
PT Hutan Amanah
p.14
unresolved
org
PT Adaro Wamco
p.14
unresolved
org
PT Sarana Mekar
p.14
unresolved
org
PT Persada Wana
p.14
unresolved
org
PT Cakra Wana
p.14
unresolved
org
PT Mandiri Wana
p.14
unresolved
org
PT Indotama
p.14
unresolved
org
PT Indovisi Sentosa
p.14
unresolved
org
PT Mitra Rimba
p.14
unresolved
org
PT Indo Mitra
p.14
unresolved
org
Indonesia Tbk
p.16 ×5
unresolved
org
OBJECT OF THE PLANNED TRANSACTION KJPP Kusnanto & Rekan
p.22
unresolved
org
KJPP Kusnanto
p.22
unresolved
org
KJPP KR
p.23 ×5
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
5876 ms
12 Sep 2026 22:56
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}