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20241002_MBMA_Laporan Informasi dan Fakta Material_31731035_lamp1.pdf
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INFORMATION DISCLOSURE TO SHAREHOLDERS RELATED
TO AFFILIATED TRANSACTION
PT MERDEKA BATTERY MATERIALS TBK (THE “COMPANY”)
This Disclosure of Information to Shareholders (as defined below) is made to provide an explanation to the public
in connection with the service provision agreement between PT Merdeka Mining Servis which is a Controlled Entity
of PT Merdeka Copper Gold Tbk., as controlling entity of the Company, with PT Sulawesi Cahaya Mineral which is
a Controlled Entity of the Company.
The Transaction is an Affiliated Transaction as stipulated in the Regulation of the Financial Services Authority of
Republic of Indonesia No. 42/POJK.04/2020 on Affiliated Transcation and Conflict of Interest Transaction.
THE INFORMATION AS STATED IN THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE READ AND
ATTENTION BY THE COMPANY'S SHAREHOLDERS.
IF YOU HAVE DIFFICULTIES UNDERSTAND THE INFORMATION AS SET FORTH IN THIS INFORMATION
DISCLOSURE, YOU SHOULD CONSULT WITH A LEGAL COUNSEL, A PUBLIC ACCOUNTANT, A FINANCIAL
ADVISOR OR ANY OTHER PROFESSIONAL.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY DECLARE THAT ALL
INFORMATION OR MATERIAL FACTS CONTAINED IN THIS INFORMATION DISCLOSURE ARE COMPLETE
AND TRUE AND NOT MISLEADING.
THE COMPANY'S BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS DECLARE THAT THIS
AFFILIATED TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST.
PT MERDEKA BATTERY MATERIALS TBK
Business Activities
Holding company for business groups engaged in nickel and other mineral mining, processing and other related
business activities that are vertically integrated
Domiciled in South Jakarta, DKI Jakarta, Indonesia
Headquarter Office
Treasury Tower, 69th Floor, District 8 SCBD Lot. 28.,
Jl. Jend. Sudirman Kav. 52-53, South Jakarta 12190
Telephone: +62 21 3952 5581; Facsimile: +62 21 3952 5582
E-mail: corsec@merdekabattery.com
Website: www.merdekabattery.com
This Information Disclosure
is issued in Jakarta on 2 October 2024
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DEFINITION
“Affiliation” : Means the parties as reffered in Article 1 number 1 UUPM as amended by
UUP2SK, namely:
a. family relationships due to marriage up to the second degree, both
horizontally and vertically, namely the relationship of a person with:
1. husband or wife;
2. parents of the husband or wife and the husband or wife of the
children;
3. grandparents of the husband or wife and the husband or wife of the
grandchildren;
4. siblings of the husband or wife along with the husband or wife from
their siblings; or
5. the husband or wife of the sibiling of the person concerned.
b. family relationships due to descent up tp the second degree, both
horizontally and vertically, namely the relationship of a person with:
1. parents and childres;
2. grandparents and grandchildren; or
3. siblings of the person concerned.
c. relationship between a party and employees, directors or
commissioner of the party;
d. relationship between 2 (two) companies which there is 1 (one) or more
members of the same board of directors, management, board of
commissioners, or supervisors are the same;
e. relationship between a company and a party, whether direct or indirect,
by any means, controlling or controlled by the company or that party in
determining the management and/or policies of the company or the
concerned party;
f. relationship between 2 (two) or more companies controlled, whether
direct or indirect, by any means, in determining the management
and/or policies of the company by the same party; or
g. relationship between the company and a major shareholder, that is a
party that direct or indirect own at least 20% (twenty percent) of the
shares with voting rights of the company.
“Conflict of Interest” : The difference between the economic interests of a public company and
the personal economic interests of members of the board of directors,
members of the board of commissioners, major shareholders, or
controlling entities that may be harm to the public company concerned.
“Indonesia Stock : The regulator in the capital market for stock exchange transactions, which
Exchange” in this case is held by PT Bursa Efek Indonesia, is domiciled in South
Jakarta.
“MDKA” : PT Merdeka Copper Gold Tbk, controlling entity of the Company which
is domiciled in South Jakarta, is a public company whose shares are
listed on the Indonesian Stock Exchange, which was established and
operated based under the laws of the Republic of Indonesia.
“MOLHR” : Minister of Law and Human Rights of the Republic of Indonesia.
“MMS” : PT Merdeka Mining Servis, domiciled in South Jakarta, is a limited
liability company established and operated under the laws of the
Republic of Indonesia.
“Financial Services : An independent state institution, which has the functions, duties and
Authority” or “OJK” authorities to regulate, supervise, examine and investigate as referred to
the Law No. 21 Year 2011 on the Financial Services Authority, as amended
by UUP2SK.
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“Shareholders” : Parties who have the benefit of the Company's shares, both in the form of
scripts and in collective custody which is keep and administered in the
securities account at the Indonesian Central Securities Depository, which
registered in the Shareholders Register of the Company which is
administered by the Securities Administration Bureau appointed by the
Company.
“Independent : Public Appraisal Services Office of Ferdinand, Danar, Ichsan dan Rekan
Appraiser” or “KJPP” an independent appraiser registered with the OJK who have been
appointed by the Company to conduct an assessment of the fair value
and/or fairness of the Transaction.
“Controlling Entity” : Means the Controlling Entity as reffered in POJK 9/2018, namely the party
who, either directly or indirectly:
a. owns shares in a public company of more than 50% (fifty percent) of
all shares with voting rights that have been fully paid up; or
b. has the ability to determine, either directly or indirectly, in any way the
management and/or policies of a public company
“Agreement” : Service Provider Agreement made by and between MMS with SCM which
is effective on 30 September 2024, along with any changes, additions and
replacements, which may be made later.
“Company” : PT Merdeka Battery Materials Tbk, domiciled in South Jakarta, is a
publicly listed company whose shares are listed on the Indonesian Stock
Exchange, which is established and operated based on the laws of the
Republic of Indonesia.
“POJK 9/2018” OJK Regulation No. 9/POJK.04/2018 regarding Public Company
Takeover.
“POJK 17/2020” : OJK Regulation No. 17/POJK.04/2020 regarding Material Transactions
and Changes in Business Activities.
“POJK 35/2020” OJK Regulation No. 35/POJK.04/2020 regarding Assessment of Material
Transactions and Changes in Business Activities.
“POJK 42/2020” : OJK Regulation No. 42/POJK.04/2020 regarding Affiliated Transactions
and Conflict of Interest Transactions.
“Rupiah” or “Rp” or : References to Rupiah which is the legal currency of the Republic of
“IDR” Indonesia.
“SCM” : PT Sulawesi Cahaya Mineral, domiciled in South Jakarta, is a limited
liability company established and operated under the laws of the
Republic of Indonesia.
“Affiliated : Any activity and/or transaction conducted by a public company or a
Transaction” controlled entity with an Affiliation of a public company or an Affiliation of a
member of the board of directors, member of the board of commissioners,
the major shareholders, or the controlling entity, including any activity
and/or transaction conducted by a public company or controlled entities for
the benefit of affiliation of public company or Affiliation of member of the
board of directors, member of the board of commissioners, major
shareholders or Controlling Entities.
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“Conflict of Interest : Transactions that are carried out by public companies or controlled entities
Transaction” with any party, both with affiliation and parties other than affiliations that
contain a conflict of interest.
“USD” or “US$” : Reference to the United States Dollar which is the legal currency of the
United States.
“UUP2SK” : Law No. 4 of Year 2023 dated 12 January 2023 on Financial Sector
Development and Strengthening, State Gazette of the Republic of
Indonesia No. 4 of Year 2023, along with all its implementing regulations.
“UUPM” Law No. 8 of Year 1955 on Capital Markets and its implementing
regulations.
INTRODUCTION
In order to comply with the provisions of POJK 42/2020, the Board of Directors of the Company announces
Information Disclosure to provide information to the Shareholders of the Company that effective on 30
September 2024, MMS and SCM have signed an Agreement with details as described in the Transaction
Agreement Summary below ("Transaction”).
The transaction carried out is an Affiliated Transaction as referred to POJK 42/2020, in which MMS is a
controlled entity of MDKA, which is the Controlling Entity of the Company and SCM is a company controlled by
the Company. However, this Affiliated Transaction is not a Conflict of Interest Transaction as set forth in POJK
42/2020.
The Affiliated Transaction carried out by the Company complied with the procedures set forth in Article 3 of
POJK 42/2020 and has been executed accordingly per generally accepted business practices.
In accordance with the provisions of Article 4 Paragraph 1 POJK 42/2020, this Transaction is an Affiliated
Transaction which is required to use an Independent Appraiser in determining the fairness of the Affiliated
Transaction, which the fairness of the transaction needs to be announced to the public. Furthermore, the
Company has received the fair value for this Transaction based on the Appraisal Report from KJPP No.
00109/2.0176-00/BS/02/0453/1/IX/2024 dated 24 September 2024 on the Opinion on the Fairness of the
Provision of Construction Services and/or Mining Services (“Appraisal Report”).
Moreover, the Company is obliged to announce Information Disclosure to the public and submit the Appraisal
Report along with other supporting documents to OJK no later than the end of 2 (two) business days after the
Transaction date as referred to in Article 4 POJK 42/2020.
DESCRIPTION OF THE TRANSACTION
Information Regarding the Parties Involved
1. MMS
MMS, domiciled in South Jakarta, is a limited liability company established under the Deed of
Establishment No. 114 dated 21 December 2017, made before Darmawan Tjoa, S.H., S.E., Notary ini
Jakarta, which has been ratified by MOLHR by virtue of its Decree No. AHU-0058435.AH.01.01.TAHUN
2017 dated 22 December 2017.
Article of Association of MMS has been amended several times, as lastly amended by Deed of Statement
of Circular Resolution in Lieu of Extraordinary General Meeting of Shareholder No. 36 dated 15 July 2024
made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been ratified by the MOLHR based
on its Decree No. AHU-0042482.AH.01.02.TAHUN 2024 dated 15 July 2024.
Based on Article 3 of the Article of Association of MMS, the purposes and objective of are to engage in
services activities of architectural and engineering activities, building construction, construction, special
construction, and civil building construction and other management consulting activities.
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To achieve the abovementioned purposed and objectives, MMS may carry out the business activites as
follows:
a. Other Mining and Quarrying Support Activities (KBLI 09900)
This group includes support service activities on a fee basis or contract basis that are required in
mining activities, such as exploration services for example by traditional methods such as taking ore
samples and making geological observations, pumping and distribution services for mining products
and trial excavation and drilling services for mining fields or wells;
b. Engineering and Technical Consulting Activities Related (KBLI 71102)
This group includes engineering design and consultancy activities such as machinery, plants and
industrial processes. Projects involving civil engineering, hydraulic, traffic engineering; technical
engineering advisory and consulting services, construction engineering services for residential and
non-residential building, engineering services water resources civil engineering work, engineering
services for mechanical work in buildings, engineering services sports facilities, environmental
engineering consulting services, construction related consulting services for traffic control system,
engineering services for the construction of power transmission, substations,and distribution networks
and engineering services for industrial processes, production and production facilities, other
engineering services, expansion and realization of projects related to electrical and electrical
engineering, mining engineering, chemical engineering, mechanical engineering, industrial
engineering and systems engineering and security engineering; water management projects; and
project management activities and field investigation services related to construction; project
expansion activities using air conditioning, refrigeration, hygiene and pollution control techniques,
acoustic techniques and others; geophysical survey activities, geology and seismic or earthquake
surveys including prospectus creation services and geological and geophysical interpretation services
in the construction sector; geodetic survey activities include boundary and land survey activities,
hydrological surveys, surveys of condition above and below the ground surface and spatial information
and cartographic activities including mapping activities and map making services. Including
engineering services for transportation civil engineering works, technical facilitation services for public
infrastructure and facilities in the construction sector;
c. Industrial Building Construction (KBLI 41013)
This group includes business of construction, maintenance, and/or rebuilding of buildings used for
industry, such as industrial/factory buildings, workshop /workshops buildings, factory buildings for the
management and processing of nuclear materials. Including industrial building alteration and
renovation;
d. Civil Road Building Construction (KBLI 42101)
carrying out business activities for the construction, maintenance, and/or rebuilding of road buildings
(high, medium, and small), expressway/toll roads, and airstrip roads (runway, taxi, and parking), and
container yards. Include supporting activities for the construction, improvement, and maintenance of
fence/retaining wall construction. Does not include flyovers;
e. Civil Building Construction of Bridges, Overpasses, Flyover, and Underpass (KBLI 42102)
This group includes business of construction, maintenance and/or rebuilding of bridges (including rail
bridges), overpasses, underpasses and flyovers. Including construction, improvements, maintenance
of supporting, complementary and equipment for bridges and flyovers, such as fences/retaining walls,
road drainage, road markings, and signs;
f. Mining Civil Building Construction (KBLI 42916)
This group includes business of construction, maintenance and/or redevelopment of mining
exploration and production operations facilities, including environmental impacts control;
g. Civil Building Prefabricated Construction Work Services (KBLI 42930)
This group includes activities of installing factory-produced materials such as precast concrete, steel,
plastic, rubber, and other factory-produced products with fabrication, erection, and/or assembly
methods for civil buildings;
h. Mechanical Installation (KBLI 43291)
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This group includes activities of installation and maintenance of mechanical installation of conveyance
and lifting equipment in residential and non-residential buildings and other civil buildings, such as
elevators, escalators, conveyors, conveyor belts, travellator, gondolas, and automatic doors including
fire safety ladder equipment work;
i. Land Preparation (KBLI 43120)
This group includes activities to prepare land for subsequent construction activities, such as the
clearing and maturation of construction land, clearing shrubs; land clearing/soil stabilization,
(excavating, sloping, backfilling, leveling construction land, digging trenches, moving, crushing or
blasting rocks and so on); execution of earthworks and/or rocky soil, excavation, grading, land leveling
by excavation and embankment for the construction of roads (high, medium and small), expressways,
railways and airstrip (runways, taxiways, and parking lots), factories, power generation, transmission,
substations,and distribution production facilities, as well as buildings and other civil structures;
installation, removal and protection of utilities, tests/tests using sondirs and drills, boring, material
extraction, and field investigations/sample taking for construction, geophysical, geological or similar
purposes; and land preparation for nuclear facilities. Supporting activities for land preparation such as
installation of construction equipment facilities (installation of sheet piles, project signboards, and
culverts for cable installation, construction of office, basecamps, director's kit, warehouse, project
workshop), re-measurement, construction/diversion of temporary roads, repair and maintenance of
public roads, dewatering/drying, mobilization and demobilization, and other similar work;
j. Other Construction Installation Non-Related (KBLI 43299)
This group includes other building installation activities and installation activities, maintenance and
repair activities of other civil building installations. Including installation and maintenance of mining
and manufacturing facilities such as loading and discharging stations, winding shafts, chemical plants,
iron foundaries, blast furnaces and coke ovens; installation of processing systems and equipment for
purifying sea water, brackish water, fresh water into pure water at power plants.
k. Other Management Consulting Activities (KBLI 70209)
This group includes the provision of advice, guidance and business operational assistance and other
organizational and management issues, such as strategic and organizational planning; decisions
relating to finances; marketing objectives and policies; human resource planning, practices and
policies; scheduling planning and production control. The provision of these business services can
include advice, guidance and operational assistance for various management functions, management
consultations for agronomists and agricultural economists in the agricultural and similar fields, design
of accounting methods and procedures, cost accounting programs, budget monitoring procedures,
providing advice and assistance to business and community services in planning, organizing,
efficiency and supervision, management information and others. Including infrastructure investment
study services.
Capital Structure and Shareholder Compostion of MMS
Based on the Deed No. 60 dated 18 December 2023 made before Darmawan Tjoa, S.H., S.E., Notary in
Jakarta, which has obtained approval from the MOLHR based on its Decree No. AHU-
0079150.AH.01.02.TAHUN 2023 dated 18 December 2023 and has been notified to the MOLHR based on
the Letter of Acceptance of Notification of Amendments to Articles of Association No. AHU-AH.01.03-
0157689 dated 18 December 2023, the capital structure and share ownership composition of MMS is as
follows:
Details Number of Shares Nominal Value (IDR) %
Authorized Capital 200,000 200,000,000,000
Issued and Paid-up Capital
MDKA 169,369 169,369,000,000 99.99%
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Details Number of Shares Nominal Value (IDR) %
Authorized Capital 200,000 200,000,000,000
Issued and Paid-up Capital
PT Mitra Daya Mustika 3 3,000,000 0.01%
Total 169,372 169,372,000,000 100.00%
Portfolio Shares 30,628 30,628,000,000
Composition of the Board of Commissioner and Board of Directors of MMS
Based on the Deed of Statement of Circular Resolution in Lieu of Extraordinary General Meeting of
Shareholders No. 58 dated 28 April 2023, made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta,
which has been notified to MOLHR based on the Letter of Notifcation of Change of the Company’s Data
No. AHU-AH.01.09-0120740 dated 25 May 2023, the composition of the Board of Directors and Board of
Commissioners of MMS is as follows:
Board of Commissioners
Commissioner : Adi Adriansyah Sjoekri
Board of Directors
President Director : Priyadi
Director : Cahyono Seto
2. SCM
SCM, domiciled in South Jakarta, is a limited liability company established under the Deed of Article of
Association No. 12 dated 27 January 2010, made before Ny. Etty Roswhita Moelia, S.H., Notary in Jakarta
which has been ratified by MOLHR by its Decree No. AHU-08010.AH.01.01. Tahun 2010 dated 15
February 2010 and announced in the State Gazette of the Republic of Indonesia No. 88 dated 2 November
2010, Supplement to the State Gazette of the Republic of Indonesia No. 37099.
Article of Association of SCM has been amended several times, as lastly amended by Deed of Circular
Shareholder Decision Statement No. 16 dated 5 April 2023, made before Darmawan Tjoa, S.H., S.E.,
Notary in Jakarta. This change has been notified to the MOLHR as stated in the Letter of Acceptance of
Notification of Changes to the Articles of Association No. AHU-AH.01.03-0049562 dated 5 April 2023.
Based on Article 3 of Article of Association of SCM, the purposes and objective of SCM are to carry out
businesses in the field of Nickel Ore Mining and Specific Telecommunication Activities for Self-Purposes.
To achieve the abovementioned purposed and objectives, SCM may carry out the business activites as
follows:
1. Nickel ore mining; and
2. Conduting telecommunication specifically used for self purposes for hobbies development and self
practices.
Capital Structure and Shareholder Compostion of SCM
Based on the Deed of Statement of Shareholder Resolution No. 102 dated 26 October 2018 made before
Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta, which has been approved by the MOLHR under
Decree No. AHU-0024766.AH.01.02.Tahun 2018 dated 8 November 2018 and has been notified to the
MOLHR based on Receipt of Notification of the Amendment of Articles of Association No. AHU-AH.01.03-
0261994 and the Receipt of Notification of the Change of Company’s Data No. AHU-AH.01.03.0261995
both dated 8 November 2018 juncto Deed of Statement of Shareholedr Resolution No. 100 dated 26 March
2019, made before Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta, has been notified to the
MOLHR based on Receipt of Notification of the Amendment of Articles of Association No. AHU-AH.01.03-
0184503 and the Receipt of Notification of the Change of Company’s Data No. AHU-AH.01.03-0184505
both dated 2 April 2019, the capital structure and share ownership composition of SCM is as follows:
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Shares Number of Nominal Value
Details (%)
Classification Shares (IDR
Series A 143,000
Authorized Capital 1,124,752,000,000
Series B 857,000
Issued and Paid-up Capital
PT Merdeka Industri Series A 72,930
262,253,475,000 51%
Mineral Series B 168,300
Series A 70,070
HT Asia Industry Limited 251,969,025,000 49%
Series B 161,700
Total 473,000 514,222,500,000 100%
Portofolio Shares 527,000 610,529,500,000
Capital Structure and Shareholder Compostion of SCM
Based on the Deed of Statement of Circular Resolutions of Shareholders in Lieu of the Extraordinary General
Meeting of Shareholders No. 95 dated 30 September 2024, made before Darmawan Tjoa, S.H., S.E., Notary
in Jakarta, which has been notified to the MOLHR based on Receipt of Notification of the Change of
Company’s Data No. AHU-AH.01.09-0257610 dated 30 September 2024, the composition of the Board of
Commissioners and Board of Directors of SCM as of the date of the issuance of this Information Disclosure
is as follows:
Board of Commissioners
President Commissioner : Xiang Jinyu
Commissioner : Lin Jiqun
Commissioner : Wang Renhui
Commissioner : I Ketut Pradipta Wirabud
Commissioner : Andrew Phillip Starkey
Board of Directors
President Director : Adi Adriansyah Sjoekri
Director : Boyke Poerbaya Abidin
Director : Shi, Hongchao
Director : Wu Huadi
Director : Zhang, Fan
Transaction Value and Scope of the Agreement
Pursuant to the Agreement, MMS as a service provider of construction services and/or mining services to SCM
with a total value of Rp79,615,509,117 (seventy-nine billion six hundred fifteen million five hundred nine
thousand one hundred and seventeen rupiah) of the total project amount Rp506,633,696,088 (five hundred six
billion six hundred thirty-three million six hundred ninety-six thousand eighty-eight rupiah)
The scope of work of MMS service providers to SCM includes but is not limited to:
1. Services and Project Implementation Management Support;
2. Comersial;
3. Operasional;
4. Construction;
5. Services Quality Standard;
6. Work Schedule;
7. Drawings; and
8. the consulting, planning, and/or implementation activities of mining services.
The Transaction is not a material transaction as referred in POJK 17/2020 considering that the value of
Transaction does not reach 20% (twenty percent) of the Company's equity value in accordance with the
Financial Statements of the Company and its subsidiaries for the three-month period ended 31 March 2024
audited by KAP Tanubrata Sutanto Fahmi Bambang & Rekan
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Nature and Affiliated Relationships
The nature of the affiliation relationship between MMS and SCM with the Company is as follows:
a. MMS is a controlled entity of MDKA which shares are directly owned by MDKA in the amount of 99.99%
(ninety-nine point nine nine percent);
b. MDKA is the Controlling Entity of the Company where the Company's shares, indirectly, are owned by
MDKA amounting to 50.04% (fifty point zero four percent); and
c. SCM is a controlled entity of MDKA, which shares are owned by the Company through PT Merdeka
Industri Mineral in the amount of 51% (fifty one percent).
SUMMARY OF APPRAISER’S REPORT
KJPP who has been appointed by the Board of Directors of the Company as the independent appraiser in
accordance with approval No. 019/FDI/PB-FO/II/2024 dated 22 February 2024 and addendum No. 018/FDI/PB-
ADD/IX/2024 dated 18 September 2024, has been requested to provide an assessment of and provide an
opinion of the Transaction’s fairness.
Fairness Opinion Report on Transaction
The following is a summary of the KJPP’s fairness opinion report on the Transaction as stated in its report No.
No. 00109/2.0176-00/BS/02/0453/1/IX/2024 dated 26 September 2024
a. Transacting Parties
The transacting parties are MMS and SCM, which MMS is a company that provides services and SCM is
a company that uses professional services.
b. Appraisal Object
The object of the Transaction is a transaction providing construction services and/or mining services to
SCM by MMS.
c. Purpose and Objective of Appraisal
The purpose of the assessment is to provide a fairness opinion on the Affiliated Transaction Plan and in
order to fulfill POJK 42/2020, not for taxation, banking and not for other forms of Transaction Plan.
d. Principal Limiting Assumptions and Conditions
1. This appraisal report is a non-disclaimer opinion.
2. The appraiser reviews the legal status of the documents used in the fairness assessment/opinion
process.
3. Data and information come from sources whose accuracy can be trusted.
4. KJPP uses financial projections made by management based on their achievement capabilities
(fiduciary duty).
5. KJPP is responsible for carrying out the fairness opinion assessment.
6. The business assessment report is open to the public.
7. KJPP has obtained information on the legal status (Service Provision Agreement) of the
Assessment Object/Transaction Plan from the Assignor.
8. KJPP is responsible for all contents of this fairness assessment report.
e. Methodology and Fairness Analysis of Transaction Plans
In accrodance with POJK 35/2020, the Transaction fairness assessment analysis is carried out through
an analysis that includes the following:
1. Analysis of the Transaction;
2. Qualitative and quantitative analysis of the Transaction;
3. Analysis of the fairness of the Transaction value; and
4. Analysis of the other relevant factors.
f. Conclusion
Based on the transaction analysis, qualitative analysis, quantitative analysis and fairness analysis of the
Transaction Plan, KJPP is of the opinion that the Transaction Plan is in the form of Providing Construction
Services and/or Mining Services with an estimated project budget of Rp506,633,696,088 (five hundred
and six billion six hundred thirty-three million six hundred ninety-six thousand eighty-eight Rupiah) which
is equivalent to US$31,958,222 (thirty-one million nine hundred fifty-eight thousand two hundred and
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twenty-two US Dollars) (BI middle rate as at 28 March 2024 USD 1 = Rp15,853, source: www.bi.go.id).
The total value of the project includes service fees that will be paid by SCM to MMS amounting to
Rp79,615,509,117 (seventy nine billion six hundred fifteen million five hundred nine thousand one hundred
and seventeen Rupiah) which is equivalent to US$5,022,110 (five million two twenty-two thousand one
hundred and ten US Dollars) (BI middle rate as of 28 March 2024 USD 1 = Rp15,853, source: www.bi.go.id)
and the remainder is costs to sub-contractors/other service providers. Transactions between SCM and
MMS as affiliated parties as of 31 March 2024, is "Fair".
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THE EFFECT OF THE TRANSACTION ON THE FINANCIAL CONDIITION OF THE COMPANY
The Effect of the Transaction on the Financial Condition of the Company
The table below shows an overview of the financial condition of the Company and its subsidiaries as of 31 March
2024 before and after carrying out the Affiliated Transaction.
BEFORE AFTER
DESCRIPTION CURRENCY TRANSACTION ADJUSTMENT* TRANSACTION
ASSETS
CURRENT ASSETS
Cash and cash equivalents USD
285,648,196 (31,958,222) 253,689,974
Trade receivables – third parties USD
139,079,786 139,079,786
Other receivables - third parties USD
1,551,862 1,551,862
Inventories USD
200,846,111 200,846,111
Advances and prepayments – current portion USD
17,889,618 17,889,618
Prepaid taxes – current portion USD
69,725,096 69,725,096
Estimated claims for tax refund USD
63,825,520 63,825,520
Assets of disposal group classified as held for sale USD
104,765,655 104,765,655
Total current assets USD
883,331,844 (31,958,222) 851,373,622
NON-CURRENT ASSETS
Advances and prepayments – non-current portion USD
53,616,479 53,616,479
Advances of investments USD
8,769,706 8,769,706
Investment in associates USD
224,284 224,284
Right-of-use assets USD
7,495,694 7,495,694
Property, plant and equipment USD
1,462,032,086 31,958,222 1,493,990,308
Mining properties USD
519,304,322 519,304,322
Goodwill USD
358,694,581 358,694,581
Prepaid taxes – non-current portion USD
4,116,215 4,116,215
Deferred tax assets USD
3,702,236 3,702,236
Intangible assets USD
755,281 755,281
Other non-current assets USD
514,148 514,148
Total non-current assets USD
2,419,225,032 31,958,222 2,451,183,254
TOTAL ASSETS USD
3,302,556,876 - 3,302,556,876
LIABILITIES AND EQUITY
LIABILITIES
CURRENT LIABILITIES
Trade payables
USD
- third parties 233,711,636 233,711,636
USD
- related parties 7,922,845 7,922,845
USD
Accrued expenses – current portion 51,926,360 51,926,360
USD
Taxes payable 7,083,347 7,083,347
11
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USD
Contract liabilities 1,372,606 1,372,606
Borrowings – current portion: USD
USD
- Bank loans and credit facility 79,632,111 79,632,111
USD
- Lease liabilities 2,260,166 2,260,166
Liabilities of disposal group classified as held for
USD
sale 3,029,005 3,029,005
USD
Total current liabilities 386,938,076 - 386,938,076
NON-CURRENT LIABILITIES
USD
Accrued expenses – non-current portion 5,213,056 5,213,056
Borrowings – net of current portion:
USD
- Bank loans and credit facility 282,802,905 282,802,905
USD
- Loans from shareholder 160,000,000 160,000,000
USD
- Loans from shareholder of subsidiary 20,271,300 20,271,300
USD
- Lease liabilities 3,093,063 3,093,063
USD
Deferred tax liabilities 92,859,856 92,859,856
USD
Post-employment benefits liabilities 1,956,220 1,956,220
Provision for rehabilitation, reclamation and mine
USD
closure 7,019,837 7,019,837
USD
Total non-current liabilities 573,216,237 - 573,216,237
USD
TOTAL LIABILITIES 960,154,313 - 960,154,313
EQUITY
Equity attributable to owners of the parent
entity
Share capital USD
739,792,644 739,792,644
Additional paid-in capital - net USD
765,552,075 765,552,075
Difference in value from transactions with non-
USD
controlling interest (151,301) (151,301)
Other comprehensive loss USD
(365,412) (365,412)
Retained earnings USD
30,625,815 30,625,815
Total equity attributable to owners of the parent
USD
entity 1,535,453,821 - 1,535,453,821
Non-controlling interests USD
806,948,742 806,948,742
TOTAL EQUITY USD
2,342,402,563 - 2,342,402,563
TOTAL LIABILITIES AND EQUITY USD
3,302,556,876 - 3,302,556,876
Expressed in US Dollar and refer to Financial Statements of the Company and subsidiaries for the three-month
period ended 31 March 2024 which was audited by KAP Tanubrata Sutanto Fahmi Bambang & Rekan.
* The estimated project budget is Rp506,633,696,088 which is equivalent to US$31,958,222. The total value of
the project includes service fees that will be paid by SCM to MMS amounting to Rp79,615,509,117 which is
equivalent to US$5,022,110 and the remainder is fees to sub-contractors/other service providers.
DESCRIPTION, CONSIDERATION, AND REASON FOR THE AFFILIATED TRANSACTION COMPARED WITH
OTHER SIMILIAR TRANSACTION WHICH ARE NOT PERFOMED WITH AFFILIATED PARTIES
By implementing the Transaction, SCM can utilize the services of MMS which already have a good and long
track record in providing similar services as described in the Transaction Value and Scope of Agreement to the
other subsidiaries of the Company. Furthermore, it is expected that the Transaction can provide support and
12
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assistance to SCM in the successful development of its business, which ultimately creates added value for
Shareholders.
Transactions have also been assessed by internal procedures with using similar terms and conditions as if the
Transaction were conducted with a non-affiliated party, hence the terms and conditions of the Transaction are
carried out by commomnly accepted business practices. Furthermore, the Transactions is also more effective
and efficient if it is carried out between parties affiliated of the Company.
STATEMENTT OF THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY
The Board of Commissioners and Board of Directors of the Company, individually and jointly, state that all
material information related to the Transaction has been disclosed and the information is not misleading and
the Transaction is not a Conflict of Interest Transaction as referred to POJK 42/2020 and is not a material
transaction as referred to POJK 17/2020 considering that the Transaction value does not reach 20% (twenty
percent) of the Company's equity value in accordance with the Financial Statements of the Company and its
subsidiaries for the three-month period ended 31 March 2024 which was audited by KAP Tanubrata Sutanto
Fahmi Bambang & Rekan.
The Board of Directors of the Company stated that the Transaction was carried out in accordance with the
procedures as required by POJK 42/2020 to ensure that Affiliated Transactions have been carried out in
accordance with prevailing regulation and generally accepted business practices.
[this page intentionally left blank]
13
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ADDITIONAL INFORMATION
For further information, you can contact the Company at the following address:
PT Merdeka Battery Materials Tbk
Corporate Secretary
Treasury Tower, 69th Floor, District 8 SCBD Lot. 28
Jl. Jend. Sudirman Kav. 52-53, South Jakarta 12190
Telephone: +62 21 3952 5581
Facsimile: +62 21 3952 5582
E-mail: corsec@merdekabattery.com
Website: www.merdekabattery.com
Initial:
14
Names mentioned 20 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Merdeka Mining Servis
p.1 ×2
unresolved
org
PT Sulawesi Cahaya Mineral
p.1 ×2
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
Ichsan dan Rekan
p.3
unresolved
org
KJPP
p.4
unresolved
person
Darmawan Tjoa
· Notaris
p.4 ×11
unresolved
person
Etty Roswhita Moelia
· Notaris
p.7
unresolved
person
Humberg Lie
· Notaris
p.7 ×3
unresolved
org
HT Asia Industry Limited
p.8
unresolved
org
Tanubrata Sutanto Fahmi Bambang & Rekan
p.8 ×3
unresolved
org
Tanubrata Sutanto Fahmi Bambang
p.8 ×3
unresolved
org
PT Merdeka Industri Mineral
p.9
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
3481 ms
12 Sep 2026 22:58
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}