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20241007_TOBA_Rencana Transaksi Material Dengan Persetujuan RUPS_31733057_lamp2.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS
PT TBS ENERGI UTAMA TBK (“COMPANY”)
IN RELATION TO A MATERIAL TRANSACTION
THIS DISCLOSURE OF INFORMATION IS PREPARED AND MADE IN COMPLIANCE WITH THE
FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 17/POJK.04/2020 ON MATERIAL
TRANSACTIONS AND CHANGE OF BUSINESS ACTIVITY (“OJK REGULATION NO.17/2020”).
THE INFORMATION PRESENTED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE
READ AND TAKEN INTO CONSIDERATION BY THE SHAREHOLDERS OF THE COMPANY.
IF YOU ENCOUNTER ANY DIFFICULTIES IN UNDERSTANDING THE INFORMATION AS SET OUT
IN THIS DISCLOSURE OF INFORMATION, YOU ARE ENCOURAGED TO CONSULT A LEGAL
ADVISOR, A PUBLIC ACCOUNTANT, A FINANCIAL ADVISOR OR OTHER PROFESSIONALS.
PT TBS ENERGI UTAMA Tbk
(“COMPANY”)
Domiciled in South Jakarta
Line of Business:
Investment in mining and trading of coal, palm oil plantation and is developing its business as independent
power producer, as well as investing in renewable energy and waste management business and wholesale and
retail trading of vehicles through its Subsidiaries.
Head Office:
Treasury Tower Level 33, SCBD Lot. 28, Jl. Jend. Sudirman Kav.52-53, South Jakarta 12190, Indonesia
Telephone: (62-21) 5020 0353, Facsimile: (62-21) 5020 0352
Email : corsec@tbsenergi.com, Website: www.tbsenergi.com
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY ARE,
SEVERALLY AS WELL AS JOINTLY, FULLY RESPONSIBLE FOR THE ACCURACY AND THE
COMPLETENESS OF THE INFORMATION DISCLOSED IN THIS DISCLOSURE OF INFORMATION
AND AFTER CARRYING OUT DUE AND CAREFUL INQUIRY, CONFIRM THAT TO THEIR
KNOWLEDGE AND BELIEF, THERE ARE NO MATERIAL INFORMATION THAT HAS BEEN
OMITTED, WHICH CAN RENDER THE INFORMATION STATED HEREIN UNTRUE AND/OR
MISLEADING.
THE GENERAL MEETING OF SHAREHOLDERS TO APPROVE THE PROPOSED TRANSACTIONS
OF THE COMPANY WILL BE CONVENED ON 14 NOVEMBER 2024
This Disclosure of Information is published on 7 October 2024
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I. DEFINITIONS AND ABBREVIATIONS
Public Accountant : Public Accounting Firm (Kantor Akuntan Publik or KAP)
Purwantono, Sungkoro & Surja (Member Firm of the EY global
network).
Company’s Articles of : Deed No.1 dated 3 August 2007, made before Notary Tintin
Association Surtini, S.H., M.H, M.Kn, a substitute of Surjadi S.H., Notary in
Jakarta, as amended by Deed No.11 dated 14 January 2008,
made before Surjadi, S.H., Notary in Jakarta which has been
approved by the MOLHR based on Decree No.AHU-
04084.AH.01.01.TAHUN 2008 dated 28 January 2008, and has
been registered in the Company Registry No. AHU-
0006192.AH.01.09.Tahun 2008 dated 28 January 2008, as has
been amended through Deed No.65 dated 30 March 2012, made
before Dina Chozie, S.H., C.N a substitute of Fathiah Helmi S.H.,
Notary in Jakarta, which has been approved by the MOLHR
based on Decree No.AHU-17595.AH.01.02.Tahun 2012 dated 5
April 2012 and has been registered in the Company Registry No.
AHU-0029340.AH.01.09.Tahun 2012 dated 5 April 2012, and has
been restated through Company Registry No.56 dated 21
January 2016, made before Aryanti Artisari, S.H., M.Kn., Notary
in the Administrative City of South Jakarta, which has received
notification acceptance from the MOLHR based on decree
No.AHU-AH.01.03-0932267 dated 15 May 2015, such articles of
association having been amended several times and most
recently amended by Deed of the Company No. 58 dated 20 June
2024, made before Aulia Taufani, S.H., Notary in the
Administrative City of South Jakarta, which has received
notification acceptance from the MOLHR based on decree No.
AHU-AH.01.03-0163993 dated 28 June 2024.
CSPA : (i) Conditional Sale and Purchase Agreement entered into on 9
September 2024 by the Company as seller and KSA as
purchaser, and (ii) Conditional Sale and Purchase Agreement
entered into on 9 September 2024 between TBAE as seller and
KSA as purchaser in connection with the Company’s Proposed
Transactions (as defined below) where the Company’s Proposed
Transactions are subject to the conditions set out in the CSPA.
Board of Commissioners: : Members of the Company's Board of Commissioners who are in
office as of the date this Disclosure of Information is announced.
Board of Directors: : Members of the Company's Board of Directors who are in office
as of the date this Disclosure of Information is announced.
Reducing Factors : The reducing factors of the transaction value in the Company’s
Proposed Transactions under the CSPA, which are calculated
from the period of 31 December 2023 until the completion date of
the Company’s Proposed Transactions, including, among other
things, the distribution of dividends to be paid by GLP and/or MCL
to the Company.
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GLP : PT Gorontalo Listrik Perdana, a limited liability company, a
subsidiary of the Company whose shares are 80.00% (eighty
percent) owned by the Company, domiciled in South Jakarta and
having its address at Treasury Tower, Level 33 District 8, SCBD
Lot 28, Jl. Jend. Sudirman Kav. 52-53, Jakarta 12190, Indonesia.
Business Day : Every day, except for Saturday, Sunday, or national holidays,
when commercial banks in Indonesia are open for business.
Disclosure of Information : This Disclosure of Information, which contains information related
to the Company’s Proposed Transactions, prepared for the
purpose of compliance with the provisions of OJK Regulation
No.17/2020.
KSA : PT Kalibiru Sulawesi Abadi, a limited liability company, domiciled
in Jakarta and having its address at The Energy Building Level
33, SCBD Lot 11A, Jl. Jend. Sudirman Kav.52-53, Senayan,
Kebayoran Baru, South Jakarta, 12190, Indonesia.
Company’s Financial : The financial statements of the Company for the period ending on
Statements 30 June 2024 which has been reviewed on a limited basis by the
Public Accountant.
MCL : PT Minahasa Cahaya Lestari, a subsidiary of the Company whose
shares are 90.00% (ninety percent), indirectly owned by the
Company through TBAE, domiciled in South Jakarta and having
its address at Treasury Tower, Level 33 District 8, SCBD Lot 28,
Jl. Jend. Sudirman Kav. 52-53, Jakarta 12190, Indonesia
MOLHR : Minister of Law and Human Rights of the Republic of Indonesia
(formerly known as the Minister of Justice of the Republic of
Indonesia, Minister of Justice and Human Rights of the Republic
of Indonesia or Minister of Law and Legislation of the Republic of
Indonesia).
Financial Services Authority : An independent institution with regulatory, supervisory, inspection
or OJK and investigative functions, duties and authorities as referreed to
in Article 1 number 1 of Law No.21 of 2011 on Financial Services
Authority (“OJK Law”) in conjunction with the Decision of the
Constitutional Court of the Republic of Indonesia in Case No.
25/PUU-XII/2014 which was read on 4 August 2015.
Independent Shareholders : Independent Shareholders are shareholders who do not have
personal economic interests in connection with a particular
transaction and: (a) are not members of the board of directors,
members of the board of commissioners, main shareholders and
controllers; or (b) are not affiliated with members of the board of
directors, members of the board of commissioners, main
shareholders and controllers.
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OJK Regulation No.15/2020 : Financial Services Authority Regulation No.15/POJK.04/2020 on
Preparation and Implementation of General Meetings of
Shareholders of Public Companies, which was enacted on 21
April 2020.
OJK Regulation No.17/2020 : Financial Services Authority Regulation No.17/POJK.04/2020 on
Material Transactions and Change of Business Activity, which
was enacted on 21 April 2020.
Company : PT TBS Energi Utama Tbk, a public limited liability company
established and subject to the laws of the Republic of Indonesia,
domiciled in South Jakarta, and domiciled in Treasury Tower,
Level 33 District 8, SCBD Lot 28, Jl. Jend. Sudirman Kav.52-53,
Jakarta 12190, Indonesia.
KJPP KR : Public Appraisal Office (Kantor Jasa Penilai Publik) Kusnanto &
partners.
GMS : General Meeting of Shareholders.
EGMS : Extraordinary General Meeting of Shareholders.
TBAE : PT Toba Bara Energi, a subsidiary of the Company, whose shares
are 100% (one hundred percent) held by the Company, domiciled
in South Jakarta, and having its address at Treasury Tower, Level
33 District 8, SCBD Lot 28, Jl. Jend. Sudirman Kav.52-53, Jakarta
12190, Indonesia.
II. INTRODUCTION
This Disclosure of Information is made in connection with proposed transactions that will be undertaken by
the Company pursuant to the CSPA namely (i) the sale of the entire shares held by the Company in GLP and
assignment of the entire receivables of the Company to GLP, to KSA ("GLP Proposed Transaction"), and
(ii) the sale of the entire shares held by TBAE (as a subsidiary controlled by the Company) in MCL to KSA
("MCL Shares Proposed Transaction") (hereinafter GLP Proposed Transaction and MCL Shares Proposed
Transaction shall collectively be referred to as the "Company’s Proposed Transactions").
The Company’s Proposed Transactions are one of the forms of implementation of the Company's sustainability
commitment to achieve carbon neutrality by 2030 (TBS 2030) and to accelerate growth in green
transformation, which is explained in detail in Chapter IV Explanation, Consideration and Reasons for the
Company's Proposed Transactions as well as the Impact of the Transaction on the Company's Financial
Conditions.
The Company’s Proposed Transactions as a whole is a Material Transaction as regulated in OJK Regulation
No.17/2020 with the following details, referring to the Company's Financial Statements which has been
reviewed on a limited basis by the Public Accountant as well as (i) Interim Financial Statements dated 30 June
2024 of PT Minahasa Cahaya Lestari, which was audited by the Public Accountant, and (ii) Interim Financial
Statements dated 30 June 2024 of PT Gorontalo Listrik Perdana, which was audited by the Public
Accountant:
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No. Category of Material Total Value of the Company Value Percentage
Transaction Company’s (in US$)
Proposed
Transactions
(in US$)
1. Transaction value divided by the 144,800,000.- 454,524,961.- 31.86%
equity value of the Company
2. Total value of the assets of GLP 562,814,498.- 938,695,280.- 59.96%
and MCL that are the objects of
the transactions divided by the
total assets of the Company
3. Total value of the net profits of 11,567,476.- 40,489,801.- 28.57%
MCL and GLP that are the
oobjects of the transactions
divided by the net profit of the
Company
Further, the implementation of the Company’s Proposed Transactions meet the criteria as stipulated in Article
14 letter (c) of OJK Regulation No.17/2020 (as will be explained in more detail in Chapter IV.B "The Impact of
the Transaction on the Company's Financial Conditions"), therefore for the implementation of the Company’s
Proposed Transactions, the Company is required to obtain approval from the Independent Shareholders in
the Company's general meeting of shareholders ("Independent GMS") subject to the provisions and quorum
that will be explained in more detail in Chapter VII "General Meeting of Shareholders".
In order to comply with the provisions of Article 14 letter (c) of OJK Regulation No.17/2020, the Company has
appointed KJPP KR which is registered as a capital market supporting profession at the Financial Services
Authority to carry out appraisal on the objects of the Company’s Proposed Transactions in accordance with
appraisal report No.00125/2.0162-00/BS/02/0153/1/IX/2024 dated 5 September 2024 regarding appraisal
report on 80% of GLP shares and debt to GLP shareholders to the Company and appraisal report
No.00126/2.0162-00/BS/02/0153/1/IX/2024 dated 5 September 2024 regarding appraisal report on 90% of
MCL shares as well as to provide a fairness opinion on the Company’s Proposed Transactions in accordance
with the appraisal report No.00144.2.0162-00.BS.02.0153.1.X.2024 dated 2 October 2024 regarding fairness
opinion on the Company’s Proposed Transactions.
In addition to an approval from an Independent GMS in accordance with OJK Regulation No.17/2020, in
relation to the implementation of the Company’s Proposed Transactions, the Company also requires an
approval from the EGMS (subject to the provisions and the quorum as explained in more detail in Chapter VII
"General Meeting of Shareholders") to transfer Company's assets that constitute more than 50% (fifty percent)
of the Company's net assets in one or more transactions with reference to Article 14 paragraph 6 of the
Company's Articles of Association.
In connection with the Company’s Proposed Transactions, the Company is planning to hold the Independent
GMS and the EGMS on 14 November 2024. The announcement of the Independent GMS and the EGMS will
be made simultaneously with the announcement of this Disclosure of Information as required in Article 6
paragraph (1) b and paragraph (3) letter b of OJK Regulation No.17/2020.
The implementation of the Company’s Proposed Transactions will be carried out after the fulfillment of the
conditions precedent previously agreed between the parties based on the CSPA, including obtaining approval
for the Company’s Proposed Transactions from (i) PT PLN (Persero), and (ii) the Company’s GMS. Based on
the CSPA, all conditions precedent for the closing of the Company’s Proposed Transactions must be fulfilled
by the parties no later than 30 June 2025, which date may change based on the agreement of the parties.
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III. DESCRIPTION OF THE COMPANY'S PROPOSED TRANSACTIONS
A. EXPLANATION, CONSIDERATION AND REASONS FOR THE COMPANY'S PROPOSED
TRANSACTIONS
In November 2022, the Company launched its sustainability commitment, namely TBS 2030 – “Towards
a Better Society in 2030” where the Company is committed to achieving carbon neutrality in 2030. As a
form of such commitment, the Company continues to strive to make a transition from a fossil fuel-based
business to a green energy-based business sector by “recycling” income derived from investments in the
fossil fuel sector to investments in green energy-based business sector and business sector in the field
of sustainability. The Company demonstrates this commitment by acquiring several companies in the
waste management sector in Indonesia and Singapore, which was carried out in 2023 and followed by
the signing a Power Purchase Agreement (PPA) with PT Pelayanan Listrik Nasional Batam for the solar
power plant (pembangkit listrik tenaga surya or PLTS) Tembesi 46 MWp in Batam, Indonesia in early
2024.
Furthermore, as one of the Company's strategies to accelerate transition of business to green energy
business sector and sustainability business sector, the Company has decided to carry out divestment of
two steam power plant (pembangkit listrik tenaga uap or “PLTU”) business units owned by the Company
by implementing the Company’s Proposed Transactions. The sale of the Company's two PLTU assets
from the perspective of TBS 2030 sustainability target can significantly reduce the Company's carbon
emissions. From the investment side, the sale of two PLTU business units will provide a good return on
investment to the Company. The funds that the Company will generate from the implementation of the
Company’s Proposed Transactions can strengthen the Company's capital structure to provide flexibility
and to accelerate the Company in making investments in green energy-based business sector and
sustainable industry sector.
By implementing the Company’s Proposed Transactions, the Company can continue to focus on
reallocating profits and capital from fossil fuel-based operations to more environmentally friendly sectors,
such as renewable energy, electric vehicles and waste management. The implementation of the
Company’s Proposed Transactions will also improve the Company's financial structure by reducing the
amount of loans and increasing financial flexibility. The Company also intends to use part of the proceeds
from the implementation of the Company’s Proposed Transactions for the Company's share buyback
plan.
The implementation of the Company’s Proposed Transactions, in addition to accelerating the Company
to achieve TBS 2030 sustainability target, will also indirectly help the Company to gain access to more
varied sources of financing, more competitive funding costs and greater investment opportunities in the
sustainable business sector, and at the end is expected to increase the investment value of the
Company's shareholders.
A. OBJECTS OF THE TRANSACTION
The objects of the Company’s Proposed Transactions under the CSPA are divided into 2 (two)
transactions as follows:
1. GLP Proposed Transaction
The entire shares held by the Company in GLP and the assignment of the entire receivables of the
Company to GLP (including rights and obligations attached thereto). On the date of this Disclosure
of Information, the Company directly holds 1,600 (one thousand and six hundred) shares in GLP,
which represents 80% (eighty percent) of the total shares issued by GLP.
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The following is a brief description of GLP:
Brief History
GLP was established based on Deed No. 33 dated 21 January 2016, made before Aryanti Artisari,
S.H., M.Kn., a Notary in the Administrative City of South Jakarta. The establishment deed of GLP
has been approved by the MOLHR based on decree No. AHU0006253.AH.01.01.TAHUN 2016 dated
3 February 2016.
GLP began its commercial operations in 2021. GLP is domiciled in South Jakarta and is permanently
located at Treasury Tower Level 33, District 8, SCBD Lot. 28, Jl. Jend. Sudirman Kav. 52-53, South
Jakarta, Senayan, Kebayoran Baru, South Jakarta 12190, Indonesia.
Purpose and Objectives of Business Activities
In accordance with Deed No. 03 dated 10 June 2022, made before Fessy Farizqoh Alwi, S.H., M.Kn.,
a Notary in South Jakarta, along with the decree of the MOLHR No. AHU-0039923.AH.01.02.TAHUN
2022 dated 13 June 2022(“Deed No. 03/2022”), the purpose and business activities of GLP are in
the field of electricity generation.
The current business activities carried out by GLP are activities related to the generation of electricity
and the operation of power plants that produce electricity, which comes from coal with a capacity of
2x50 MW located in Tanjung Karang Village, Tomilito District, North Gorontalo Regency, Gorontalo
Province.
Capital Structure and Shareholding
As of the date of this Information Disclosure, based on Deed No. 09 dated 7 September 2023, made
before Hartini Antasari, S.H., M.Kn., a substitute of Wenda Taurusita Amidjaja, S.H., Notary in
Jakarta, along the Notification Receipt of the Change of Company Data by the MOLHR No. AHU-
AH.01.09.1060532 dated 7 September 2023, the capital structure and shareholding composition of
GLP are as follows:
Nominal Value of IDR1,402,800- per share
Description Nominal Value
No. of Shares %
(IDR)
Authorized Capital 8,000 11,222,400,000
Issued and Paid-Up Capital
1. Company 1,600 2,244,480,000 80%
2. Shanghai Electric Power
400 561,120,000 20%
Construction Co. Ltd.
Total Issued and Paid-Up 100%
2,000 2,805,600,000
Capital
Shares in Portfolio - - -
Management and Supervision
Based on: (i) Deed No. 03/2022; (ii) Deed No.65 dated 19 December 2023 made before Wenda
Taurusita Amidjaja, S.H., Notary in Jakarta along its notification receipt by the MOLHR No. AHU-
AH.01.09-0199146 dated 21 December 2023; and (iii) Deed No. 41 dated 12 July 2024, made before
Hartini Antasari, S.H., M.Kn., a Notary in the Administrative City of West Jakarta, a substitute of
Wenda Taurusita Amidjaja, S.H., Notary in Jakarta, along with its notification receipt by the MOLHR
No. AHU-AH.01.09-0227289 dated 17 July 2024, the composition of the Board of Directors and Board
of Commissioners of GLP is as follows:
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Board of Commissioners
President Commissioner : Pria Fardio Syaiful Dinar
Commissioner : Dimas Adi Wibowo Board of Directors
Board of Directors
President Director : Juli Oktarina
Director : Emery Purwana
Director : Zhang Yingnuo
2. MCL Shares Proposed Transaction
The entire shares held by TBAE (as a subsidiary controlled by the Company) in MCL. On the date of
this Disclosure of Information, TBAE owns 455,463 (four hundred fifty-five thousand four hundred
and sixty-three) shares in MCL, which represents 90% (ninety percent) of the total shares issued by
MCL.
The following is a brief description of MCL:
Brief History
MCL was established based on Deed No. 81 dated 29 March 2017, made before Aryanti Artisari,
S.H., M.Kn., a Notary in the Administrative City of South Jakarta (“Deed No. 81/2017”). The
establishment deed of MCL has been approved by the MOLHR based on decree No. AHU-
0015313.AH.01.01.TAHUN 2017 dated 31 March 2017.
MCL began its commercial operations in 2021. MCL is domiciled in South Jakarta and is permanently
located at Treasury Tower Level 33, District 8, SCBD Lot. 28, Jl. Jend. Sudirman Kav. 52-53, South
Jakarta, Senayan, Kebayoran Baru, South Jakarta 12190, Indonesia.
Purpose and Objectives of Business Activities
In accordance with Deed No. 85 dated 31 May 2022, made before Aulia Taufani, S.H., a Notary in
the Administrative City of South Jakarta, along with the MOLHR decree No. AHU-
0038361.AH.01.12.TAHUN 2022 dated 8 June 2022, the purpose and business activities of MCL are
in the field of electricity generation.
The current business activities carried out by MCL are activities related to the generation of electricity
and the operation of power plants that produce electricity, which comes from coal with a capacity of
2x50 MW located in Kema I Village, Kema Subdistrict, North Minahasa Regency, North Sulawesi
Province.
Capital Structure and Shareholding
As of the date of this Information Disclosure, based on Deed No. 64 dated 19 December 2023, made
before Wenda Taurusita, S.H., a Notary in Jakarta, along with the MOLHR decree No. AHU-
0080658.AH.01.02.TAHUN 2023 dated 22 December 2023 along its notification receipt by the
MOLHR No. AHU-AH.01.03.0160905 dated 22 December 2023, the capital structure and
shareholding composition of MCL are as follows:
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Nominal Value of IDR1,333,600- per share
Description Nominal Value
No. of Shares %
(IDR)
Authorized Capital 506,070 674,894,952,000
Issued Capital and Paid-Up
Capital
1. TBAE 455,463 607,405,456,800 90%
2. Sinohydro Corporation
50,607 67,489,495,200 10%
Limited
Total Issued and Paid-Up 100.00
506,070 674,894,952,000
Capital
Shares in Portfolio - - -
Management and Supervision
Based on Deed No. 42 dated 12 July 2024, made before Hartini Antasari, S.H., M.Kn., a Notary in
the Administrative City of West Jakarta, along with its notification receipt by the MOLHR No. AHU-
AH.01.09-0227416 dated 17 July 2024, the composition of the Board of Directors and Board of
Commissioners of MCL is as follows:
Board of Commissioners
President Commissioner : Dimas Adi Wibowo
Commissioner : Pria Fardio Syaiful Dinar
Commissioner : Yan Zongfeng
Board of Directors
President Director : Emery Purwana
Director : Dedy Setiawan
Director : Guo Xiaodan
B. TRANSACTION VALUE
The transaction values of the Company’s Proposed Transactions based on the CSPA are as follows:
1. GLP Proposed Transaction
The transaction value is US$51,200,000.- (fifty one million two hundred thousand United States
Dollars) while taking into account the Reducing Factors.
2. MCL Shares Proposed Transaction
The transaction value is US$93,600,000.- (ninety three million six hundred thousand United States
Dollars) while taking into account the Reducing Factors.
C. THE PARTIES TO THE TRANSACTIONS
GLP Proposed Transaction is carried out by the Company as the seller and KSA as the purchaser, while
the MCL Shares Proposed Transaction is carried out by TBAE as the seller and KSA as the purchaser.
Below are the details of the Company, TBAE and KSA:
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1. Company as Seller
Brief History
Established with the name PT Buana Persada Gemilang, the Company was established based on
Deed No. 1 dated 3 August 2007 made before Notary Tintin Surtini, S.H., M.H, M.Kn, a substitute of
Surjadi S.H., Notary in Jakarta. The deed of establishment of the Company has been approved by
the MOLHR based on decree No. AHU-04084.AH.01.01.TAHUN 2008 dated 28 January 2008. The
Company subsequently changed its name from PT Buana Persada Gemilang to PT Toba Bara
Sejahtra based on Deed No. 173 dated 22 July 2010 made before notary Jimmy Tanal, S.H.,
substitute of Hasbullah Abdul Rasyid, S.H., M.Kn., Notary in Jakarta, which has been approved by
the MOLHR based on decree No. AHU-40246.AH.01.02.Tahun 2010 dated 13 August 2010.
However, based on Deed No. 110 dated 26 August 2020, made before Notary Aulia Taufani S.H.,
Notary in South Jakarta, which has been approved by the MOLHR based on decree No. AHU-
0061144.AH.01.02.TAHUN 2020 dated 07 September 2020 along with its notification acceptance by
the MOLHR No. AHU-AH.01.03-0382901 dated 7 September 2020, the Company changed its name
again from PT Toba Bara Sejahtra Tbk to PT TBS Energi Utama Tbk effective from 2020. The
Company is officially listed as a publicly traded company on the Indonesia Stock Exchange (IDX)
with the stock code “TOBA” and with a total number of shares of 2,012,491,000 shares.
The Company is domiciled in South Jakarta and has a permanent domicile at Treasury Tower Level
33, District 8, SCBD Lot. 28., Jl. Jend. Sudirman Kav.52-53, South Jakarta, Senayan, Kebayoran
Baru, South Jakarta, 12190, Republic of Indonesia.
Purpose and Objectives of Business Activities
Under Article 3 of the Company’s Articles of Association, the scope of the Company’s business is in
wholesale and retail trading, repair and maintenance of automobiles and motorcycles, construction
(including mining as well as procurement of electricity, gas, steam/hot water and cold air), processing
industry, transportation and warehousing, professional, scientific and technical activities (services),
as well as financial and insurance activities.
The business activities currently carried out by the Company is investment activities in the sectors
of coal mining and trading, palm oil plantations and development of its business as an independent
power plant producer, as well as investments in renewable energy and waste management
businesses as well as wholesale and retail trade of vehicles through Subsidiaries.
Capital Structure and Shareholding
Based on a Letter from PT Datindo Entrycom No. DE/IX/2024-4348 dated 3 October 2024 regarding
the Monthly Report, the shareholding composition of the Company as of 30 September 2024 is as
follows:
Nominal Value of IDR50 per share
Description Nominal Value
No. of Shares %
Authorized Capital 24,000,000,000,000 1,200,000,000,000 -
Issued Capital and Paid-Up
Capital
1. Highland Strategic
4,983,799,956 249,189,997,800 61,017
Holdings Pte. Ltd
2. PT Toba Sejahtra 705,317,244 35,265,862,200 8, 8,635
3. PT Bara Makmur Abadi 446,963,700 22,348,185,000 5,472
4. Other Shareholders 2,031,746,070 101, 587, 303,500 24, 875
Total Issued and Paid-Up 100.00
8,167,826,970 408,391,348,500
Capital
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Management and Supervision
Based on: (i) Deed No. 24 dated 7 December 2023, made before Notary Aulia Taufani, S.H., along
with a notification receipt by the MOLHR No. AHU-AH.01.09-0196514 dated 15 December 2023;
and (ii) Deed No. 67 dated 26 April 2024, made before Notary Aulia Taufani, S.H., along with a
notification receipt by the MOLHR No. AHU-AH.01.09-0197324 dated 13 May 2024, the composition
of the members of the Company's Board of Commissioners and Board of Directors as of the date of
this Information Disclosure is as follows:
Board of Commissioners:
President Commissioner/Independent Commissioner : Bacelius Ruru
Commissioner : Djamal Attamimi
Independent Commissioner : Dr. Ahmad Fuad Rahmany
Independent Commissioner : Prof. Bambang P.S
Brodjonegoro, S.E.,
M.U.P., PH.D
Board of Directors:
President Director : Dicky Jordan
Vice President Director : Pandu Patria Shahrir
Director : Alvin Firman Sunanda
Director : Juli Oktarina
Director : Mufti Utomo
Director : Sudharmono Saragih
2. TBAE as Seller
Brief History
TBAE was established pursuant to Deed No. 35 dated 29 November 2016 made before Aryanti
Artisari, S.H., M.Kn., Notary in the Administrative City of South Jakarta (“Deed No. 35/2016”). Deed
No. 35/2016 has obtained the approval from the MOLHR by virtue of decree No. AHU‐
0053705.AH.01.01.TAHUN 2016 dated 1 December 2016.
TBAE commenced its commercial operations in 2018. TBAE is domiciled in South Jakarta and has
a permanent domicile at Treasury Tower Level 33, District 8, SCBD Lot 28, Jl. Jend. Sudirman
Kav.52-53, South Jakarta, Senayan, Kebayoran Baru, South Jakarta, 12190, Republic of Indonesia.
Purpose and Objectives of Business Activities
In accordance with Deed No. 11 dated 15 July 2022, made before Liestiani Wang, S.H., M.Kn.,
Notary in the Administrative City of South Jakarta, which has been approved by the MOLHR based
on decree No. 0050207.AH.01.02.TAHUN 2022 dated 19 July 2022 along with its notification
acceptance by the MOLHR No. AHU-AH.01.09-0034610 dated 19 July 2022, the purpose and
objectives as well as the business activities of TBAE are to engage in financial and insurance
activities, professional, scientific and technical activities, procurement of electricity, gas, steam/hot
water and cold air, water treatment, wastewater treatment, treatment of waste material recovery, and
remediation activities, processing industry, wholesale and retail trading, repair and maintenance of
automobiles and motorcycles, and construction.
The business activities currently carried out by TBAE are the activities of a holding company.
11
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Capital Structure and Shareholding
As of the date of this Disclosure of Information, based on Deed No. 48 dated 25 January 2023, made
before Aulia Taufani, S.H., Notary in the Administrative City of South Jakarta, along with its
notification acceptance by the MOLHR No. AHU-AH.01.03-0016912 dated 30 January 2023, the
capital structure and shareholding composition of TBAE are as follows:
Nominal Value IDR1,000,000- per share
Description No. of Shares Nominal Value %
(IDR)
Authorized Capital 1,576,218 1,576,218,000,000
Issued Capital and Paid-Up Capital
1. Company 1,466,943 1,466,943,000,000 99.999932
2. PT Toba Bumi Energi 1 1,000,000 0.000068
Total Issued and Paid-Up Capital 1,466,944 1,466,944,000,000 100,000000
Shares in Portfolio - - -
Management and Supervision
Based on Deed No. 26 dated 26 June 2024 made before Alifia Annisaa, S.H., M.Kn., a substitute of
Liestiani Wang, S.H., M.Kn., Notary in the Administrative City of South Jakarta along with the
notification receipt by the MOLHR No. AHU-AH.01.09-0218743 dated 26 June 2024, the composition
of the members of the Board of Directors and Board of Commissioners of TBAE is as follows:
Board of Commissioners:
Commissioner : Alvin Firman Sunanda
Board of Directors:
President Director : Juli Oktarina
Director : Emery Purwana
3. PT Kalibiru Sulawesi Abadi as Purchaser
Brief History
KSA was established based on Deed No. 07 dated 13 August 2024 made before Mardiana Arfah,
Sarjana Hukum, S.H., M.Kn., Notary in the City of Bogor (“Deed No.07/2024”). The Deed of
Establishment of KSA has obtained approval from the MOLHR by virtue of decree No. AHU‐
0061335.AH.01.01.TAHUN 2024 dated 13 August 2024.
KSA is domiciled in Jakarta and is permanently domiciled at The Energy Building 33rd Floor, SCBD
Lot 11A, Jl. Jend. Sudirman Kav.52-53, South Jakarta, Senayan, Kebayoran Baru, South Jakarta,
12190, Republic of Indonesia.
Purpose and Objectives of Business Activities
The purpose and objective of KSA is to engage in the field of holding company. In order to achieve
the purpose and objective, KSA carries out activities including the activities of a holding company,
namely company that controls the assets of a group of subsidiaries and whose main activity is
ownership of the group.
The business activities currently carried out by KSA are the activities of a holding company.
Capital Structure and Shareholding
As of the date of this Disclosure of Information, based on Deed No.07/2024, the capital structure
and shareholding composition of KSA are as follows:
12
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Nominal Value IDR1,000.- per share
Description No. of Shares Nominal Value %
(IDR)
Authorized Capital 51,000 51,000,000
Issued and Paid-Up Capital
1. PT Kalibiru Daya Abadi 50,999 50,999,000 99,998
2. PT Kalibiru Energi Lestari 1 1,000 0.002
Total Issued and Paid-Up Capital 51,000 51,000,000 100.000
Shares in Portfolio - - -
Management and Supervision
According to Deed No.07/2024, the composition of the members of the Board of Directors and Board
of Commissioners of KSA is as follows:
Board of Commissioners:
Commissioner : Hannibal Sjamsoe Anwar
Board of Directors:
Director : Benny Setiawan
IV. THE IMPACT OF THE TRANSACTIONS ON THE COMPANY'S FINANCIAL CONDITIONS
B. THE IMPACT OF THE COMPANY'S PROPOSED TRANSACTIONS ON THE COMPANY'S FINANCIAL
CONDITIONS
The following is the Company's proforma interim consolidated financial information as of 30 June 2024
and for the six-months period ending on such date, which has been prepared by the Company's
management based on applicable criteria as explained below for the purpose of complying with the
provisions of OJK Regulation No. 17/2020 ("Company's Financial Proforma"). The Proforma Interim
Consolidated Financial Information is subject to a reasonable assurance engagement by the Public
Accountant in accordance with the Assurance Engagement Standard 3420, "Assurance Engagement for
Reporting on a Compilation of Proforma Financial Information Included in a Prospectus", established by
the Indonesian Institute of Certified Public Accountants (Institut Akuntan Publik Indonesia) with an
unmodified opinion with an Other Matters paragraph explaining the purpose of the issuance of the
assurance report, as set forth in the Independent Practitioner's Assurance Report No.
00373/2.1032/JL.0/02/0685-1/1/X/2024 dated 1 October 2024.
This proforma interim consolidated financial information: (i) is presented based on currently available
information, estimates and assumptions that the Company's management believes are fair as of the date
of issuance of this pro forma interim consolidated financial information, (ii) is intended to give illustration
on the impact of the sale transaction on the Company's unadjusted consolidated financial information, as
if the Implementation of the Proposed Transactions had occurred on 30 June 2024, and (iii) does not
reflect all of the decisions taken by the Company subsequent to the completion of the Transaction.
13
Page 14
PT TBS ENERGI UTAMA TBK PT TBS ENERGI UTAMA TBK
DAN ENTITAS ANAKNYA AND ITS SUBSIDIARIES
LAPORAN POSISI KEUANGAN UNAUDITED PRO FORMA INTERIM
KONSOLIDASIAN INTERIM PROFORMA CONSOLIDATED STATEMENT OF
YANG TIDAK DIAUDIT FINANCIAL POSITION
Tanggal 30 Juni 2024 As of 30 June 2024
(Disajikan dalam Dolar Amerika Serikat, (Expressed in United States Dollar,
kecuali dinyatakan lain) unless otherwise stated)
Saldo konsolidasian
interim historis
30 Juni 2024/
Interim consolidated
historical balances Saldo interim historis 30 Juni 2024
dari Objek Penjualan (diaudit)/
as of 30 June 2024 Interim historical balances as of 30 June
2024 from the Sales Objects (Audited) Saldo
konsolidasian
PT TBS Energi Utama Penyesuaian interim proforma
Tbk dan Entitas proforma (Tidak diaudit)/
Anaknya/ PT Gorontalo PT Minahasa (Tidak diaudit)/ Pro forma interim
PT TBS Energi Utama Listrik Perdana/ Cahaya Lestari/ Pro forma consolidated
Tbk and its PT Gorontalo PT Minahasa adjustment balance
Subsidiaries Listrik Perdana Cahaya Lestari (Unaudited) (Unaudited)
Aset Assets
Aset Lancar Current Assets
Kas dan setara kas 72.123.329 11.599.820 1.230.487 140.210.000 199.503.022 Cash and cash equivalents
Kas di bank yang dibatasi penggunaanya 25.023.332 - - - 25.023.332 Restricted cash in banks
Piutang usaha - pihak ketiga 36.766.453 11.136.300 11.327.510 - 14.302.643 Trade receivables - third parties
Piutang lain-lain Other receivables
Pihak berelasi 12.158 - 5.922 5.922 12.158 Related parties
Pihak ketiga 8.547.908 81.681 46.019 - 8.420.208 Third parties
Persediaan 21.475.729 1.741.393 2.436.085 - 17.298.251 Inventories
Pajak dibayar di muka 4.718.159 - - - 4.718.159 Prepaid taxes
Biaya dibayar di muka 4.734.584 177.742 646.339 - 3.910.503 Prepaid expenses
Uang muka 13.929.608 442.733 171.919 - 13.314.956 Advances
Piutang derivatif 56.119 4.490 51.629 - - Derivative receivables
Piutang yang belum difakturkan - Unbilled receivables -
pihak ketiga 66.525.713 34.062.761 32.462.952 - - third party
Aset lancar lainnya 61.561 - - - 61.561 Other current assets
Total Aset Lancar 253.974.653 59.246.920 48.378.862 140.215.922 286.564.793 Total Current Assets
Aset Tidak Lancar Non-current Assets
Kas di bank yang dibatasi penggunaanya 20.236.462 4.414.215 15.822.247 - - Restricted cash in banks
Piutang yang belum difakturkan - Unbilled receivables -
pihak ketiga 428.939.186 220.242.350 208.696.836 - - third party
Uang muka 4.432.766 - 38.910 - 4.393.856 Advances
Investasi saham 9.630.040 - - - 9.630.040 Investment in shares
Estimasi tagihan pajak 2.885.099 - - - 2.885.099 Estimated claims for tax refund
Aset hak guna 3.842.825 285.812 282.093 - 3.274.920 Right-of-use-assets
Piutang lain-lain Other receivables
Pihak berelasi 36.920.490 - - - 36.920.490 Related party
Pihak ketiga 3.336.756 - - - 3.336.756 Third parties
Investasi pada entitas asosiasi 4.716.177 - - - 4.716.177 Investment in associates
Aset pajak tangguhan 9.221.839 - - - 9.221.839 Deferred tax assets
Aset tak berwujud 12.872.902 - - - 12.872.902 Intangible assets
Properti investasi 6.811.052 - - - 6.811.052 Investment properties
Aset tetap 33.307.154 4.370.746 983.170 - 27.953.238 Fixed assets
Aset eksplorasi dan evaluasi 4.846.532 - - - 4.846.532 Exploration and evaluation assets
Properti pertambangan 51.310.440 - - - 51.310.440 Mine properties
Goodwill 41.435.923 - - - 41.435.923 Goodwill
Aset tidak lancar lainnya 9.974.984 24.519 27.818 - 9.922.647 Other non-current assets
Total Aset Tidak Lancar 684.720.627 229.337.642 225.851.074 - 229.531.911 Total Non-current Assets
Total Aset 938.695.280 288.584.562 274.229.936 140.215.922 516.096.704 Total Assets
14
Page 15
PT TBS ENERGI UTAMA TBK PT TBS ENERGI UTAMA TBK
DAN ENTITAS ANAKNYA AND ITS SUBSIDIARIES
LAPORAN POSISI KEUANGAN UNAUDITED PRO FORMA INTERIM
KONSOLIDASIAN INTERIM PROFORMA CONSOLIDATED STATEMENT OF
YANG TIDAK DIAUDIT (lanjutan) FINANCIAL POSITION (continued)
Tanggal 30 Juni 2024 As of 30 June 2024
(Disajikan dalam Dolar Amerika Serikat, (Expressed in United States Dollar,
kecuali dinyatakan lain) unless otherwise stated)
Saldo konsolidasian
interim historis
30 Juni 2024/
Interim consolidated
historical balances Saldo interim historis 30 Juni 2024
dari Objek Penjualan (diaudit)/
as of 30 June 2024 Interim historical balances as of 30 June
2024 from the Sales Objects (Audited) Saldo
konsolidasian
PT TBS Energi Utama Penyesuaian interim proforma
Tbk dan Entitas proforma (Tidak diaudit)/
Anaknya/ PT Gorontalo PT Minahasa (Tidak diaudit)/ Pro forma interim
PT TBS Energi Utama Listrik Perdana/ Cahaya Lestari/ Pro forma consolidated
Tbk and its PT Gorontalo PT Minahasa adjustment balance
Subsidiaries Listrik Perdana Cahaya Lestari (Unaudited) (Unaudited)
Liabilitas dan Ekuitas Liabilities and Equity
Liabilitas Liabilities
Liabilitas Jangka Pendek Current Liabilities
Utang bank jangka pendek 19.293.377 6.647.295 6.346.082 - 6.300.000 Short-term bank loans
Utang usaha - pihak ketiga 38.848.813 3.729.326 5.261.388 - 29.858.099 Trade payables - third parties
Utang lain-lain Other payables
Pihak ketiga 1.784.844 540.000 34.476 - 1.210.368 Third parties
Pihak berelasi 2.338 5.825 265.267 271.092 2.338 Related party
Biaya yang masih harus dibayar 11.739.331 4.278.904 2.195.846 - 5.264.581 Accrued expenses
Utang derivatif 2.627.087 - - - 2.627.087 Derivative payables
Liabilitas imbalan kerja Short-term employee
jangka pendek 896.770 43.943 58.825 - 794.002 benefits liability
Utang pajak 10.606.865 16.848 28.831 10.543.157 21.104.343 Taxes payable
Liabilitas kontrak 4.261.025 - - - 4.261.025 Contract liabilities
Bagian lancar atas: Current maturities of:
Utang bank 39.952.744 12.056.424 15.806.173 - 12.090.147 Bank loans
Liabilitas sewa 780.864 59.596 67.914 - 653.354 Lease liabilities
Total Liabilitas Jangka Pendek 130.794.058 27.378.161 30.064.802 10.814.249 84.165.344 Total Current Liabilities
Liabilitas Jangka Panjang Non-current Liabilities
Liabilitas sewa 2.362.834 197.086 188.244 - 1.977.504 Lease liabilities
Utang lain-lain Other payables
Pihak ketiga 3.204.689 281.751 - - 2.922.938 Third parties
Pihak berelasi - 28.106.862 273.860 28.380.722 - Related parties
Utang bank jangka panjang 271.839.558 127.638.455 87.255.744 - 56.945.359 Long-term bank loans
Utang obligasi 32.150.420 - - - 32.150.420 Bonds payable
Liabilitas kontrak 462.201 - - - 462.201 Contract liabilities
Liabilitas pajak tangguhan 27.230.073 12.855.345 11.347.169 - 3.027.559 Deferred tax liabilities
Provisi untuk reklamasi Provision for mine reclamation
dan penutupan tambang 10.519.906 - - - 10.519.906 and mine closure
Liabilitas imbalan kerja 5.606.580 113.401 226.010 - 5.267.169 Employee benefits liability
Total Liabilitas Jangka Panjang 353.376.261 169.192.900 99.291.027 28.380.722 113.273.056 Total Non-current Liabilities
Total Liabilitas 484.170.319 196.571.061 129.355.829 39.194.971 197.438.400 Total Liabilities
15
Page 16
PT TBS ENERGI UTAMA Tbk PT TBS ENERGI UTAMA Tbk
DAN ENTITAS ANAKNYA AND ITS SUBSIDIARIES
LAPORAN POSISI KEUANGAN UNAUDITED PRO FORMA INTERIM
KONSOLIDASIAN INTERIM PROFORMA CONSOLIDATED STATEMENT OF
YANG TIDAK DIAUDIT (lanjutan) FINANCIAL POSITION (continued)
Tanggal 30 Juni 2024 As of 30 June 2024
(Disajikan dalam Dolar Amerika Serikat, (Expressed in United States Dollar,
kecuali dinyatakan lain) unless otherwise stated)
Saldo konsolidasian
interim historis
30 Juni 2024/
Interim consolidated
historical balances Saldo interim historis 30 Juni 2024
dari Objek Penjualan (diaudit)/
as of 30 June 2024 Interim historical balances as of 30 June
2024 from the Sales Objects (Audited) Saldo
konsolidasian
PT TBS Energi Utama Penyesuaian interim proforma
Tbk dan Entitas proforma (Tidak diaudit)/
Anaknya/ PT Gorontalo PT Minahasa (Tidak diaudit)/ Pro forma interim
PT TBS Energi Utama Listrik Perdana/ Cahaya Lestari/ Pro forma consolidated
Tbk and its PT Gorontalo PT Minahasa adjustment balance
Subsidiaries Listrik Perdana Cahaya Lestari (Unaudited) (Unaudited)
Liabilitas dan Ekuitas (lanjutan) Liabilities and Equity (continued)
Ekuitas Equity
Ekuitas yang Dapat Equity Attributable to
Diatribusikan kepada the Owners of the
Pemilik Entitas Induk Parent Entity
Modal saham - nilai nominal Share capital - Rp50 par value
Rp50 per saham (angka penuh) per share (full amount)
Modal dasar - Authorized -
24.000.000.000 saham 24,000,000,000 shares
Modal ditempatkan dan Issued and
disetor penuh - fully paid share capital -
8.167.826.970 saham 44.450.566 200.000 50.607.000 50.807.000 44.450.566 8,167,826,970 shares
Tambahan modal disetor 134.004.586 1.456.315 2.665.407 4.121.722 134.004.586 Additional paid-in capital
Utang wajib konversi - 13.600.000 - 13.600.000 - Mandatory convertible debt
Advance for future
Uang muka setoran modal - 17.891.709 52.965 17.944.674 - shares subscriptions
Saham bonus 424.671 14.284 14.301 - 396.086 Bonus shares
Difference arising from
Selisih transaksi dengan transactions with
pihak nonpengendali (94.547.286) - - - (94.547.286 ) non-controlling interests
Saldo laba Retained earnings
Dicadangkan 4.809.830 60.000 1.010.000 1.070.000 4.809.830 Appropriated
Belum dicadangkan 277.800.540 58.732.581 90.429.883 61.590.412 190.228.488 Unappropriated
Penghasilan Other comprehensive
komprehensif lain (12.694.086) 58.612 94.551 - (12.847.249 ) income
354.248.821 92.013.501 144.874.107 149.133.808 266.495.021
Kepentingan Non-controlling
Nonpengendali 100.276.140 - - (48.112.857) 52.163.283 Interests
Total Ekuitas 454.524.961 92.013.501 144.874.107 101.020.951 318.658.304 Total Equity
Total Liabilitas Total Liabilities
dan Ekuitas 938.695.280 288.584.562 274.229.936 140.215.922 516.096.704 and Equity
16
Page 17
PT TBS ENERGI UTAMA Tbk PT TBS ENERGI UTAMA Tbk
DAN ENTITAS ANAKNYA AND ITS SUBSIDIARIES
LAPORAN LABA RUGI DAN PENGHASILAN UNAUDITED PRO FORMA INTERIM
KOMPREHENSIF LAIN KONSOLIDASIAN INTERIM CONSOLIDATED STATEMENT OF PROFIT OR
PROFORMA YANG TIDAK DIAUDIT (lanjutan) LOSS AND OTHER COMPREHENSIVE INCOME
Untuk periode enam bulan yang berakhir (continued) For the six-month period ended
pada tanggal 30 Juni 2024 30 June 2024
(Disajikan dalam Dolar Amerika Serikat, (Expressed in United States Dollar,
kecuali dinyatakan lain) unless otherwise stated)
Periode Enam Bulan yang Berakhir pada Tanggal 30 Juni 2024/
Six-Month Period Ended 30 June 2024
Saldo konsolidasian
interim historis
30 Juni 2024/
Interim consolidated
historical balances Saldo interim historis 30 Juni 2024
dari Objek Penjualan (diaudit)/
as of 30 June 2024 Interim historical balances as of 30 June
2024 from the Sales Objects (Audited) Saldo
konsolidasian
PT TBS Energi Utama Penyesuaian interim proforma
Tbk dan Entitas proforma (Tidak diaudit)/
Anaknya/ PT Gorontalo PT Minahasa (Tidak diaudit)/ Pro forma interim
PT TBS Energi Utama Listrik Perdana/ Cahaya Lestari/ Pro forma consolidated
Tbk and its PT Gorontalo PT Minahasa adjustment balance
Subsidiaries Listrik Perdana Cahaya Lestari (Unaudited) (Unaudited)
Pendapatan dari kontrak Revenues from contracts
dengan pelanggan 248.679.356 - - - 248.679.356 with customers
Beban pokok pendapatan (193.970.517) - - - (193.970.517) Cost of revenues
Laba bruto 54.708.839 - - - 54.708.839 Gross profit
Beban penjualan (1.337.726) - - - (1.337.726) Selling expenses
General and administrative
Beban umum dan administrasi (24.002.088) - - - (24.002.088) expenses
Pendapatan operasi lain 37.809.864 - - - 37.809.864 Other income
Beban operasi lain (1.271.509) - - - (1.271.509) Other expenses
Rugi atas divestasi entitas anak - - - (77.028.895) (77.028.895) Loss on divestment of subsidiaries
Laba/(rugi) usaha 65.907.380 - - (77.028.895) (11.121.515) Operating profit/(loss)
Pendapatan keuangan 1.486.129 - - - 1.486.129 Finance income
Beban keuangan (18.169.608) - - - (18.169.608) Finance costs
Bagian atas laba entitas asosiasi 25.325 - - - 25.325 Share in profits of associates
Laba/(rugi) sebelum Profit/(loss) before income
beban pajak penghasilan 49.249.226 - - (77.028.895) (27.779.669) tax expense
Beban pajak penghasilan (8.759.425) - - (10.543.157) (19.302.582) Income tax expense
Laba/(rugi) periode berjalan 40.489.801 - - (87.572.052) (47.082.251) Profit/(loss) for the period
Penghasilan Other comprehensive
komprehensif lain income
Pos-pos yang tidak akan Items that will not be
direklasifikasi ke laba rugi: reclassified to profit or loss:
Laba atas pengukuran kembali liabilitas Gain on re-measurement of
imbalan kerja 27.502 - - - 27.502 employee benefits liability
Perubahan nilai wajar Change in fair value of
investasi saham (520.000) - - - (520.000) investment in shares
Pajak penghasilan terkait Income tax relating to
perubahan nilai wajar change in fair value
investasi saham 114.400 - - - 114.400 investment in share
(378.098) - - - (378.098)
17
Page 18
PT TBS ENERGI UTAMA Tbk PT TBS ENERGI UTAMA Tbk
DAN ENTITAS ANAKNYA AND ITS SUBSIDIARIES
LAPORAN LABA RUGI DAN PENGHASILAN UNAUDITED PRO FORMA INTERIM
KOMPREHENSIF LAIN KONSOLIDASIAN INTERIM CONSOLIDATED STATEMENT OF PROFIT OR
PROFORMA YANG TIDAK DIAUDIT (lanjutan) LOSS AND OTHER COMPREHENSIVE INCOME
Untuk periode enam bulan yang berakhir (continued) For the six-month period ended
pada tanggal 30 Juni 2024 30 June 2024
(Disajikan dalam Dolar Amerika Serikat, (Expressed in United States Dollar,
kecuali dinyatakan lain) unless otherwise stated)
Periode Enam Bulan yang Berakhir pada Tanggal 30 Juni 2024/
Six-Month Period Ended 30 June 2024
Saldo konsolidasian
interim historis
30 Juni 2024/
Interim consolidated
historical balances Saldo interim historis 30 Juni 2024
dari Objek Penjualan (diaudit)/
as of 30 June 2024 Interim historical balances as of 30 June
2024 from the Sales Objects (Audited) Saldo
konsolidasian
PT TBS Energi Utama Penyesuaian interim proforma
Tbk dan Entitas proforma (Tidak diaudit)/
Anaknya/ PT Gorontalo PT Minahasa (Tidak diaudit)/ Pro forma interim
PT TBS Energi Utama Listrik Perdana/ Cahaya Lestari/ Pro forma consolidated
Tbk and its PT Gorontalo PT Minahasa adjustment balance
Subsidiaries Listrik Perdana Cahaya Lestari (Unaudited) (Unaudited)
Pos-pos yang akan Items that will be
direklasifikasi ke laba rugi: reclassified to profit or loss:
Selisih kurs karena Exchange differences on
penjabaran laporan translation of the financial
keuangan entitas anak 121.169 - - - 121.169 statements of subsidiaries
Perubahan nilai wajar Change in fair value of
instrumen derivatif - derivative instriments -
lindung nilai arus kas (1.743.339) - - - (1.743.339) cash flows hedge
(1.622.170) - - - (1.622.170)
Penghasilan komprehensif Other comprehenive
lain periode berjalan, income for the
setelah pajak (2.000.268) - - - (2.000.268) period, net of tax
Total penghasilan Total comprehensive
komprehensif periode income for the
berjalan 38.489.533 - - (87.572.052) (49.082.519) period
Laba/(rugi) periode berjalan yang dapat Profit/(loss) for the period
diatribusikan kepada: attributable to:
Pemilik entitas induk 26.492.710 - - (87.572.052) (61.079.342) Owners of the parent
Kepentingan nonpengendali 13.997.091 - - - 13.997.091 Non-controlling interests
40.489.801 - - (87.572.052) (47.082.251)
Total penghasilan komprehensif Total comprehensive income
periode berjalan yang for the period
dapat diatribusikan kepada: attributable to:
Pemilik entitas induk 24.541.344 - - (87.572.052) (63.030.708) Owners of the parent
Kepentingan nonpengendali 13.948.189 - - - 13.948.189 Non-controlling interests
38.489.533 - - (87.572.052) (49.082.519)
Laba/(rugi) per saham dasar Basic earnings/(loss) per share
yang dapat diatribusikan kepada: attributable to:
Pemilik entitas induk 0,0033 (0,0075) Owner of the parent
18
Page 19
The Proposed Transaction is a business strategy of the Company in order to realize the Company's
commitment to become a pioneer in the green business revolution in Indonesia. Furthermore, the
Company strives to carry out sustainable business transformation, both in terms of profitability and
improving the quality of life of the community and the environment. In order to achieve this, the
Company continues to expand into the energy industry, including renewable energy and electric
vehicles, and waste management, which is expected to be able to improve the Company's consolidated
financial performance in the future.
By implementing the Proposed Transaction, the Company is expected to be able to determine specific,
measurable, relevant steps from year 2024 – 2030. During the period of 2024 – 2025, the Company is
expected to be able to aggressively reinvest from fossil fuel-based businesses into green energy
business sectors, such as clean and renewable energy and electric vehicles. Furthermore, in the period
of 2026 – 2030, the Company will gradually end fossil fuel-based business activities to create a greener
business culture in the future.
Once the Proposed Transaction becomes effective, the Company can use the funds obtained from the
Proposed Transaction to carry out business transition with inorganic and organic growth strategies
across environmentally friendly businesses and projects. This is expected to ensure a strategic
direction that is aligned with global sustainability trends, commitments and best practices for the
Company. Furthermore, the Proposed Transaction is expected to selectively integrate companies with
environmentally friendly business activities into the Company's portfolio so as to assist the Company
in rapidly developing its capabilities in various fields of renewable energy, electric vehicles and waste
management.
Considering the above factors, the Company believes that this will strengthen and have a positive
impact on the Company’s finances.
V. SUMMARY OF INDEPENDENT APPRAISER'S REPORT
KJPP KR as an official KJPP based on the Decree of the Minister of Finance No. 2.19.0162 dated 15 July
2019 and registered as a capital market supporting professional office at the OJK with a Capital Market
Supporting Professional Registration Certificate from the OJK No. STTD.PB-01/PJ-1/PM.223/2023
(business appraiser), has been appointed by the Company's management to determine the market value
of 80.00% GLP shares and debt to GLP shareholders to the Company, the market value of 90.00% MCL
shares, and to provide a fairness opinion on the Company’s Proposed Transactions in accordance with the
assignment letter No. KR/240703-002 dated 3 July 2024 which has been approved by the Company's
management. The following is a summary of the appraisal report on 80.00% GLP shares and debt to GLP
shareholders to the Company, appraisal report on 90.00% MCL shares, as well as the fairness opinion on
the Company’s Proposed Transactions.
1. VALUATION REPORT OF 80.00% GLP SHARES AND DEBT TO GLP SHAREHOLDERS TO THE
COMPANY
The following is a summary of the appraisal report on 80.00% GLP shares and debt to GLP
shareholders to the Company based on report No. 00125/2.0162-00/BS/02/0153/1/IX/2024 dated 5
September 2024:
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A. IDENTITIES OF PARTIES
The parties involved in the GLP Proposed Transaction are the Company and KSA.
B. APPRAISAL OBJECT
The object being appraised in this appraisal is the market value of 80.00% GLP shares and debt to
GLP shareholders to the Company.
C. PURPOSE AND OBJECTVIVES OF THE APPRAISAL
The purpose of the appraisal is to obtain an independent opinion on the market value of the
Appraisal Object as expressed in USD and/or its equivalent on 30 June 2024.
The purpose of the appraisal is to provide an overview of the market value of the Appraisal Object
which will then be used as a reference and consideration by the Company's management in the
implementation of the Company’s Proposed Transactions as well as to comply with OJK Regulation
No. 17/2020.
This appraisal is carried out in accordance with the provisions of OJK Regulation No.
35/POJK.04/2020 on Appraisal and Presentation of Business Appraisal Report in the Capital Market
on 25 May 2020 (“OJK Regulation No. 35/2020”) and the 2018 Indonesian Appraisal Standards,
Revised Edition SPI300, SPI310, SPI320, SPI330 (“SPI”).
D. LIMITING CONDITIONS AND PRINCIPAL ASSUMPTIONS
This appraisal is prepared based on market and economic conditions, general business and
financial conditions and regulations of the Government that are in effect up to the date of issuance
of this appraisal report.
The appraisal of the Appraisal Object that was carried out using the discounted cash flow method
is based on the GLP financial report projections prepared by GLP management. In preparing the
financial report projections, various assumptions were developed based on GLP's performance in
previous years and based on the management's plans for the future. KJPP KR has made
adjustments to the financial report projections to more fairly describe the operating conditions and
performance of GLP that was appraised at the time of this appraisal. In general, there were no
significant adjustments made by KJPP KR to the GLP performance targets that were appraised and
they have reflected their abilities to achieve them (fiduciary duty). KJPP KR is responsible for the
implementation of the appraisal and the fairness of the financial report projections based on GLP's
historical performance and information from GLP’s management on GLP's financial report
projections. KJPP KR is also responsible for GLP appraisal report and conclusion on the final value.
In this appraisal assignment, KJPP KR assumes that all conditions and obligations of the Company
have been fulfilled. KJPP KR also assumes that from the appraisal date until the date of issuance
of the appraisal report, no changes have occurred that may have a material impact on the
assumptions used in the appraisal. KJPP KR is not responsible to reconfirm or to complete, update
KJPP KR's opinion due to changes in assumptions and conditions and events occurring after the
date of this report.
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In carrying out the analysis, KJPP KR assumes and relies on the accuracy, reliability and
completeness of all financial information and other information provided to KJPP KR by the
Company and GLP or which is generally available which is essentially true, complete and not
misleading and KJPP KR is not responsible for carrying out an independent appraisal on such
information. KJPP KR also relies on the warranties from the management of the Company and GLP
that they are not aware of any facts that would result in the information provided to KJPP KR to be
incomplete or misleading.
The appraisal analysis of the Appraisal Object is prepared using the data and information as
disclosed above. Any changes to the data and information may materially affect the final results of
the KJPP KR opinion. KJPP KR is not responsible for any changes to the conclusion of KJPP KR's
appraisal or for any losses, damages, costs or expenses resulting from the lack of disclosure of
information which renders the data obtained by KJPP KR incomplete and/or can be misinterpreted.
Since the results of the KJPP KR appraisal are highly dependent on the data and the underlying
assumptions, changes to the data sources and assumptions according to market data will change
the result of the KJPP KR’s appraisal. Therefore, KJPP KR conveys that changes to the data used
can affect the appraisal result and that differences that occur can be material. Although the content
of this appraisal report has been carried out in good faith and in a professional manner, KJPP KR
cannot accept responsibility for the possibility of differences to occur in the conclusion caused by
additional analysis, the application of the appraisal result as a basis for carrying out transaction
analysis or changes in the data used as the basis for the appraisal. The appraisal report on the
Appraisal Object is a non-disclaimer opinion and is a report that is open to the public unless there
is confidential information that may affect the operations of the Company and GLP.
The work of the KJPP KR relating to the appraisal of the Appraisal Object does not constitute and
cannot be interpreted in any form as a review or an audit, or the implementation of certain
procedures on financial information. The work also cannot be intended to reveal weaknesses in
internal control, errors or irregularities in financial reporting, or violations of law. Furthermore, KJPP
KR has also obtained information on the legal status of GLP based on GLP's articles of association.
E. APPRAISAL METHODS THAT ARE BEING USED
The appraisal methods used in the appraisal of the Appraisal Object are the discounted cash flow
[DCF] method and the guideline publicly traded company method.
The cash flow discount method was selected in consideration that the business activities carried out
by GLP in the future will still fluctuate in accordance with estimates of GLP's business development.
In carrying out the appraisal using these method, GLP operations are projected in accordance with
estimates of GLP's business development. Cash flows that are generated based on projections are
converted into present value at a discount rate appropriate to the risk level. The value indication is
the total present value of such cash flows.
The comparative method of companies listed on the stock exchange is used in this appraisal
because although in the public company stock market no information is obtained regarding similar
companies with equivalent business scale and assets, it is estimated that the existing public
company stock data can be used as comparative data for the value of shares held by GLP.
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The approaches and methods for appraisal above are methods that KJPP KR considers most
appropriate to apply in this assignment and have been agreed upon by the Company's management
and GLP. It is possible to apply other appraisal approaches and methods that may provide different
results.
Further, the values obtained from each of those method are reconciled by weighting.
F. VALUE CONCLUSION
Based on the results of the analysis of all data and information that KJPP KR has received and by
considering all relevant factors that influence the appraisal, in KJPP KR's opinion, the market value
of the Appraisal Object on 30 June 2024 is USD47.92 million.
2. APPRAISAL REPORT ON 90.00% MCL SHARES
The following is a summary of the appraisal report on 90.00% MCL shares based on report No.
00126/2.0162-00/BS/02/0153/1/IX/2024 dated 5 September 2024:
A. IDENTITIES OF THE PARTIES
The parties involved in the MCL Shares Proposed Transaction are TBAE and KSA.
B. APPRAISAL OBJECT
The object being appraised in this appraisal is the market value of 90.00% MCL shares.
C. PURPOSE AND OBJECTIVES OF THE APPRAISAL
The purpose of the appraisal is to obtain an independent opinion on the market value of the
Appraisal Object as expressed in USD and/or its equivalent on 30 June 2024.
The purpose of the appraisal is to provide an overview of the market value of the Appraisal Object
which will then be used as a reference and consideration by the Company's management in the
implementation of the Company’s Proposed Transactions as well as to comply with OJK Regulation
No. 17/2020.
This appraisal is carried out in accordance with the provisions of OJK Regulation No.
35/POJK.04/2020 and the 2018 Indonesian Appraisal Standards, Revised Edition SPI300, SPI310,
SPI320, SPI330.
D. LIMITING CONDITIONS AND PRINCIPAL ASSUMPTIONS
This appraisal is prepared based on market and economic conditions, general business and
financial conditions and regulations of the Government that are in effect up to the date of issuance
of this appraisal report.
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The appraisal of the Appraisal Object that was carried out using the discounted cash flow method
is based on the MCL financial report projections prepared by MCL management. In preparing the
financial report projections, various assumptions were developed based on MCL's performance in
previous years and based on the management's plans for the future. KJPP KR has made
adjustments to the financial report projections to more fairly describe the operating conditions and
performance of MCL that was appraised at the time of this appraisal. In general, there were no
significant adjustments made by KJPP KR to the MCL performance targets that were appraised
and they have reflected their abilities to achieve them (fiduciary duty). KJPP KR is responsible for
the implementation of the appraisal and the fairness of the financial report projections based on
MCL's historical performance and information from MCL’s management on MCL's financial report
projections. KJPP KR is also responsible for MCL appraisal report and conclusion on the final value.
In this appraisal assignment, KJPP KR assumes that all conditions and obligations of the Company
have been fulfilled. KJPP KR also assumes that from the appraisal date until the date of issuance
of the appraisal report, no changes have occurred that may have a material impact on the
assumptions used in the appraisal. KJPP KR is not responsible to reconfirm or to complete, update
KJPP KR's opinion due to changes in assumptions and conditions and events occurring after the
date of this report.
In carrying out the analysis, KJPP KR assumes and relies on the accuracy, reliability and
completeness of all financial information and other information provided to KJPP KR by the
Company and MCL or which is generally available which is essentially true, complete and not
misleading and KJPP KR is not responsible for carrying out an independent appraisal on such
information. KJPP KR also relies on the warranties from the management of the Company and
MCL that they are not aware of any facts that would result in the information provided to KJPP KR
to be incomplete or misleading.
The appraisal analysis of the Appraisal Object is prepared using the data and information as
disclosed above. Any changes to the data and information may materially affect the final results of
the KJPP KR opinion. KJPP KR is not responsible for any changes to the conclusion of KJPP KR's
appraisal or for any losses, damages, costs or expenses resulting from the lack of disclosure of
information which renders the data obtained by KJPP KR incomplete and/or can be misinterpreted.
Since the results of the KJPP KR appraisal are highly dependent on the data and the underlying
assumptions, changes to the data sources and assumptions according to market data will change
the result of the KJPP KR’s appraisal. Therefore, KJPP KR conveys that changes to the data used
can affect the appraisal result and that differences that occur can be material. Although the content
of this appraisal report has been carried out in good faith and in a professional manner, KJPP KR
cannot accept responsibility for the possibility of differences to occur in the conclusion caused by
additional analysis, the application of the appraisal result as a basis for carrying out transaction
analysis or changes in the data used as the basis for the appraisal. The appraisal report on the
Appraisal Object is a non-disclaimer opinion and is a report that is open to the public unless there
is confidential information that may affect the operations of the Company and MCL.
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The work of the KJPP KR relating to the appraisal of the Appraisal Object does not constitute and
cannot be interpreted in any form as a review or an audit, or the implementation of certain
procedures on financial information. The work also cannot be intended to reveal weaknesses in
internal control, errors or irregularities in financial reporting, or violations of law. Furthermore, KJPP
KR has also obtained information on the legal status of MCL based on MCL's articles of association.
E. APPRAISAL METHODS THAT ARE BEING USED
The appraisal methods used in the appraisal of the Appraisal Object are the discounted cash flow
[DCF] method and the guideline publicly traded company method listed on the stock exchange.
The cash flow discount method was selected in consideration that the business activities carried
out by MCL in the future will still fluctuate in accordance with estimates of MCL's business
development. In carrying out the appraisal using these method, MCL operations are projected in
accordance with estimates of MCL's business development. Cash flows that are generated based
on projections are converted into present value at a discount rate appropriate to the risk level. The
value indication is the total present value of such cash flows.
The comparative method of companies listed on the stock exchange is used in this appraisal
because although in the public company stock market no information is obtained regarding similar
companies with equivalent business scale and assets, it is estimated that the existing public
company stock data can be used as comparative data for the value of shares held by MCL.
The approaches and methods for appraisal above are methods that KJPP KR considers most
appropriate to apply in this assignment and have been agreed upon by the Company's
management and MCL. It is possible to apply other appraisal approaches and methods that may
provide different results.
Further, the values obtained from each of those method are reconciled by weighting.
F. VALUE CONCLUSION
Based on the results of the analysis of all data and information that KJPP KR has received and by
considering all relevant factors that influence the appraisal, in KJPP KR's opinion, the market value
of the Appraisal Object on 30 June 2024 is USD85.55 million.
VI. SUMMARY OF THE FAIRNESS REPORT OF THE TRANSACTIONS
The following is a summary of the fairness opinion report on the Company’s Proposed Transactions
based on report No. 00144/2.0162-00/BS/02/0153/1/X/2024 dated 2 October 2024:
A. IDENTITIES OF THE PARTIES
The parties involved in the Company’s Proposed Transactions are the Company, TBAE and KSA.
B. OBJECT OF FAIRNESS OPINION
The transaction object in the Fairness Opinion on the Company’s Proposed Transactions is (i) The
sale of all shares owned by the Company in GLP and the transfer of all receivables owned by the
Company to GLP, to KSA, and (ii) the sale of all shares owned by the Company in MCL to KSA.
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C. PURPOSES AND OBJECTIVES OF THE FAIRNESS OPINION
The purpose and objective of preparing the fairness opinion report on the Company’s Proposed
Transactions is to provide an overview to the Company's Board of Directors regarding the fairness
of the Company’s Proposed Transactions from a financial aspect and to comply with applicable
provisions, namely OJK Regulation No. 17/2020.
This Fairness Opinion is prepared in accordance with the provisions of OJK Regulation No. 35/2020
and SPI.
D. LIMITING CONDITIONS AND PRINCIPAL ASSUMPTIONS
The Fairness Opinion Analysis of the Company’s Proposed Transactions was prepared using the
data and information as disclosed above, which data and information has been reviewed by KJPP
KR. In carrying out the analysis, KJPP KR relies on the accuracy, reliability and completeness of
all financial information, information on the Company's legal status and other information provided
to KJPP KR by the Company or which is publicly available and KJPP KR is not responsible for the
accuracy of such information. Any changes to the data and information may materially affect the
final results of the KJPP KR opinion. KJPP KR also relies on the warranties from the management
of the Company that they are not aware of facts that would result in the information provided to
KJPP KR to be incomplete or misleading. Therefore, KJPP KR is not responsible for changes to
the conclusion of KJPP KR’s Fairness Opinion due to changes in the data and information.
The Company's consolidated financial statement projections before and after the Company’s
Proposed Transactions are prepared by the Company's management. KJPP KR has conducted a
review on the financial report projections and it has reflected the Company's operational conditions
and performance. In general, there is no significant adjustment that KJPP KR needs to make to the
Company's performance targets.
KJPP KR does not conduct inspections on the Company's fixed assets or facilities. In addition,
KJPP KR also does not provide an opinion on the tax impact of the Company’s Proposed
Transactions. The services provided by KJPP KR to the Company in relation to the Company’s
Proposed Transactions are only the provision of a Fairness Opinion on the Company’s Proposed
Transactions and not accounting, auditing or taxation services. KJPP KR does not carry out any
research on the validity of the Company’s Proposed Transactions from a legal aspect and the tax
implications thereof. The Fairness Opinion on the Company’s Proposed Transactions is only
reviewed from economic and financial perspectives. The Fairness Opinion Report on the
Company’s Proposed Transactions is a non-disclaimer opinion and is a report that is open to the
public unless there is any confidential information that may affect the Company's operations.
Further, KJPP KR has also obtained information on the legal status of the Company, GLP, and
MCL based on the articles of association of the Company, GLP, and MCL.
The work of KJPP KR relating to the Company’s Proposed Transactions does not constitute and
cannot be interpreted in any form, as a review or audit, or the implementation of certain procedures
on financial information. The work also cannot be intended to reveal weaknesses in internal control,
errors or irregularities in financial reporting, or violations of law. In addition, KJPP KR does not have
the authority and is not in a position to obtain and analyze any other form of transactions outside
the Company’s Proposed Transactions that exist and may be available to the Company and the
impact of these transactions on the Company’s Proposed Transactions.
This Fairness Opinion is prepared based on market and economic conditions, general business
and financial conditions, and Government regulations relating to the Company’s Proposed
Transactions on the date this Fairness Opinion is issued.
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In preparing this Fairness Opinion, KJPP KR uses several assumptions, such as the fulfillment of
all conditions and obligations of the Company and all parties involved in the Company’s Proposed
Transactions. The Company’s Proposed Transactions will be implemented as explained in
accordance with the time period that has been determined and the accuracy of the information
regarding the Company’s Proposed Transactions disclosed by the Company's management.
This Fairness Opinion must be viewed as a whole and the use of any parts of the analysis and
information without considering the other information and analysis as a whole may lead to
misleading views and conclusions regarding the process underlying the Fairness Opinion. The
preparation of this Fairness Opinion is a complex process and may not be possible to be carried
out using incomplete analysis.
KJPP KR also assumes that from the date of issuance of the Fairness Opinion until the date of the
Company’s Proposed Transactions, there are no changes that have a material impact on the
assumptions used in preparing this Fairness Opinion. KJPP KR is not responsible to reconfirm or
to complete, update KJPP KR's opinion due to changes in assumptions and conditions and events
occurring after the date of this report. The calculations and analysis for the purpose of providing a
Fairness Opinion have been carried out correctly and KJPP KR is responsible for the Fairness
Opinion Report.
The conclusion of this Fairness Opinion is valid if there are no changes that would have a material
impact on the Company’s Proposed Transactions including, but not limited to, changes in conditions
both internally in the Company and externally, namely market and economic conditions, general
business, trade and financial conditions, as well as Indonesian government regulations and other
related regulations after the date this Fairness Opinion Report is issued. If after the date this
Fairness Opinion Report is issued the abovementioned changes occur, the Fairness Opinion on
the Company’s Proposed Transactions may be different.
E. APPROACH AND PROCEDURE FOR FAIRNESS OPINION ON THE COMPANY'S PROPOSED
TRANSACTIONS
In evaluating the Fairness Opinion of the Company’s Proposed Transactions, KJPP KR has carried
out an analysis using the Fairness Opinion approach and procedure on the Company’s Proposed
Transactions on the following matters:
I. Analysis on the Company’s Proposed Transactions;
II. Qualitative and Quantitative Analysis on the Company’s Proposed Transactions; and
III. Analysis on the Fairness of the Company’s Proposed Transactions.
F. CONCLUSION
Based on the scope of work, the assumptions, the data and the information obtained from the
Company's management that are used in preparing this report, the assessment on the financial
impact of the Company’s Proposed Transactions as disclosed in this Fairness Opinion Report, we
are of the opinion that the Company’s Proposed Transactions are fair.
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VII. GENERAL MEETING OF SHAREHOLDERS
To comply with the provisions of OJK Regulation No. 17/2020, the Company is planning to convene an
Independent GMS and an EGMS as follows:
Day/Date : Thursday / 14 November 2024
Agenda of Independent GMS : Approval on Material Transaction pursuant to Financial Services
Authority Regulation No. 17/POJK.04/2020 on Material
Transactions and Change of Business Activity.
Agenda of the EGMS : Approval on the transfer the Company's assets, which constitute
more than 50% (fifty percent) of the Company's net assets in one
or more transactions.
Quorum for Attendance and : Agenda of Independent GMS
Voting The First Agenda is the implementation of Independent GMS in
accordance with OJK Regulation No. 15/2020. Independent
Shareholders who are entitled to attend the First Agenda are
Independent Shareholders who are registered in the Company's
register of shareholders 1 (one) Business Day before the date of
the invitation to the Independent GMS or their authorized
representatives by virtue of powers of attorney by taking into
account the applicable laws and regulations and the provisions of
the Indonesia Stock Exchange.
Quorum for Attendance and Voting for the Independent GMS
a. In accordance with Article 14 paragraph 7 letter a of the
Company's Articles of Association in conjunction with Article
41 of OJK Regulation No. 15/2020, an Independent GMS may
be held if attended by more than ½ (one half) of the total
number of shares with valid voting rights held by Independent
Shareholders, and the resolutions are valid if approved by
more than ½ (one half) of the total number of shares with valid
voting rights held by Independent Shareholders.
b. In the event that the attendance quorum as referred to in letter
a is not achieved, then, in accordance with Article 14
paragraph 7 letter b of the Company’s Articles of Association,
a second Independent GMS may be held if the second
Independent GMS is attended by more than ½ (one half) of
the total number of shares with valid voting rights held by
Independent Shareholders, and the resolutions of the second
Independent GMS are valid if approved by more than ½ (one
half) of the total number of shares with valid voting rights held
by Independent Shareholders who are present at the
Independent GMS.
c. In the event that the attendance quorum of the second
Independent GMS is not achieved, then, in accordance with
Article 14 paragraph 7 letter c of the Company’s Articles of
Association, a third GMS may be held provided that the third
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Independent GMS shall be valid and entitled to adopt
resolutions if it is attended by independent shareholders of
shares with valid voting rights, with attendance quorum as
determined by the Financial Services Authority at the
Company's request, and the resolutions of the third
Independent GMS shall be valid if approved by Independent
Shareholders representing more than 50% of the shares held
by Independent Shareholders who are present at the GMS.
Agenda of the EGMS
The First Agenda is the implementation of EGMS. Shareholders
who are entitled to attend the Second Agenda are shareholders
who are registered in the Company's register of shareholders 1
(one) Business Day before the date of the invitation of the EGMS
or their authorized representatives by virtue of powers of attorney,
taking into account applicable laws and regulations and the
provisions of the Indonesia Stock Exchange.
Quorum for Attendance and Voting of the EGMS
a. In accordance with Article 14 paragraph 6 letter a of the
Company's Articles of Association in conjunction with Article
43 of OJK Regulation No. 15/2020, the GMS may be held if
attended by shareholders representing at least 3/4 (three
fourths) of the total number of shares with valid voting rights
and the resolutions are valid if approved by more than 3/4
(three fourths) of the total number of shares with valid voting
rights present at the GMS.
b. In the event that the attendance quorum as referred to in
Article 14 paragraph 6 letter a of the Company’s Articles of
Association is not achieved, then, in accordance with Article
14 paragraph 6 letter b of the Company’s Articles of
Association, a second GMS may be held provided that the
second GMS shall be valid and entitled to adopt resolutions if
it is attended by shareholders representing at least 2/3 (two
thirds) of the total number of shares with valid voting rights
and resolutions are valid if approved by more than 3/4 (three
quarters) of total number of shares with voting rights present
at the GMS.
c. In the event that the attendance quorum for the second GMS
is not achieved, then, in accordance with Article 14 paragraph
6 letter c of the Company’s Articles of Association, at the
Company's request, a third GMS may be held provided that
the third GMS shall be valid and entitled to adopt resolutions
if attended by shareholders of shares with valid voting rights
with attendance quorum and voting quorum as determined by
the Financial Services Authority.
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VIII. STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
OF THE COMPANY
The Company's Board of Directors and Board of Commissioners state that:
1. The Company’s Proposed Transactions is not an affiliated transaction and does not contain a conflict
of interest as referred to in Financial Services Authority Regulation No. 42/POJK.04/2020 on Affiliated
Transactions and Conflict of Interest Transactions, enacted on 2 July 2020 ("OJK Regulation No.
42/2020"). Therefore, the Company is not required to comply with the provisions in OJK Regulation
No. 42/2020 in connection with the Company’s Proposed Transactions.
2. The Board of Directors and Board of Commissioners of the Company have (i) carefully studied the
information available in connection with the Company’s Proposed Transactions as described in this
Disclosure of Information, and (ii) conducted due diligence and to the best knowledge and belief of the
Board of Commissioners and the Board of Directors, all material information in connection with the
Company’s Proposed Transactions has been disclosed in this Disclosure of Information and such
material information is not misleading.
3. The Company's Board of Directors and Board of Commissioners are fully responsible for the accuracy
of all information contained in this Disclosure of Information.
IX. ADDITIONAL INFORMATION
To obtain aditional information in connection with the Company’s Proposed Transactions, the Company's
shareholders may contact the Company's Corporate Secretary everyday during the Company's business
hours at the Company's head office at this address:
PT TBS Energi Utama Tbk
Treasury Tower Level 33, SCBD Lot. 28,
Jl. Jend. Sudirman Kav.52-53, South Jakarta 12190, Indonesia
Email : corsec@tbsenergi.com
Jakarta, 7 October 2024
PT TBS Energi Utama Tbk
Board of Directors of the Company
29
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Construction Co. Ltd.
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PT Buana Persada Gemilang
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Jimmy Tanal
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Hasbullah Abdul Rasyid
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12 Sep 2026 22:57
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}