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INFORMATION DISCLOSURE TO THE SHAREHOLDERS
ON MATERIAL TRANSACTION
PT ADARO ENERGY INDONESIA TBK (“THE COMPANY”)
This information disclosure on the affiliated-party transaction (hereinafter referred to as “Information
Disclosure”) has been prepared to explain to all of the Company’s shareholders regarding a planned transaction
to sell up to all of the shares of PT Adaro Andalan Indonesia (“AAI”) owned the Company. On the date of this
information disclosure, AAI is a limited-liability company whose shares are 99.9999% directly owned by the
Company.
This transaction fulfills the definition of material transaction as set forth in Indonesian Financial Services
Authority (FSA) Regulation number 17/POJK.04/2020 on Material Transactions and Changes of Business
Activities (“POJK 17/2020”).
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS, EITHER SEVERALLY OR
JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION DISCLOSURE AND
THE AMENDMENT AND/OR ADDITION TO THE INFORMATION DISCLOSURE, IF ANY.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS HEREBY DECLARE THAT
THE INFORMATION AS DISCLOSED IN THIS INFORMATION DISCLOSURE IS COMPLETE, AND AFTER A
DUE AND CAREFUL EXAMINATION, EMPHASIZE THAT THE INFORMATION STATED IN THIS
INFORMATION DISCLOSURE IS TRUE, AND THAT THERE ARE NO RELEVANT AND MATERIAL FACTS
OMITTED OR ELIMINATED IN SUCH A WAY THAT CAUSE THE INFORMATION PROVIDED HEREIN TO BE
UNTRUE AND/OR MISLEADING.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS DECLARE THAT THIS
TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST.
PT Adaro Energy Indonesia Tbk
Business activities:
Operating head office activities and management consultation (for the businesses of subsidiaries operating in mining,
excavation, mining support services, large-scale trading, logistics, warehousing, and logistics support activities, cargo
handling (stevedoring), sea port service activities, plant agriculture, construction, engine repair and installation, power
provision, water treatment, forestry and industry)
Head office:
Menara Karya, 23rd floor
Jl. H.R. Rasuna Said, Blok X‐5,
Kav. 1‐2, Jakarta 12950,
Indonesia
Email: corsec@adaro.com
Website: www.adaro.com
This information is issued in Jakarta on September 11th, 2024.
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DEFINITION
Affiliation: defined as set forth by article 1 of Law number 8 of 1995 on
Capital Market as amended by Law number 4 of 2023 on the
Development and Strengthening of the Financial Sector or POJK
42/2020.
US$: United States dollar.
Director(s): (a) member(s) of the Company’s Board of Directors holding such
position on the issuance date of this Information Disclosure.
Commissioner(s): (a) member(s) of the Company’s Board of Commissioners
holding such position on the issuance date of this Information
Disclosure.
Independent Appraiser: the Office of Appraisal Services of Kusnanto dan Rekan, an
independent appraiser registered with the Indonesian FSA,
which has been appointed by the Company to appraise the fair
value and/or fairness of the transaction as explained in this
Information Disclosure.
POJK 17/2020: FSA Regulation number 17/POJK.04/2020 on Material
Transactions and Changes of Business Activities.
POJK 35/2020: FSA Regulation number 35/POJK.04/2020 on Appraisal and
presentation of business appraisal report in the capital market.
POJK 42/2020: FSA Regulation number 42/POJK.04/2020 on Affiliated-Party
Transactions and Conflict-of-Interest Transactions.
POJK 76/2017: FSA Regulation number 76/POJK.04/2017 on Public Offering by
Selling Shareholders.
Material Transaction: as defined by POJK 17/2020.
Affiliated-party as defined by POJK 42/2020.
Transaction:
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I. INTRODUCTION
The Company intends to conduct a transaction to sell up to all of the shares under its ownership in AAI
(previously PT Alam Tri Abadi) (the ”Planned Transaction”). On the date of this Information Disclosure,
AAI is a limited-liability company whose shares are 99.9999% (ninety-nine point nine nine nine
nine percent) directly owned by the Company.
The Planned Transaction fulfils the definition of material transaction of POJK 17/2020 because AAI’s
total assets, net income, and revenue is individually greater than 50% (fifty percent) of the Company’s
total assets, net income, and revenue as stated in the Company’s Financial Statements as at June 30th,
2024, on which a limited review has been performed by the Public Accounting Firm Rintis, Jumadi,
Rianto & Rekan (“Financial Statements of June 30th, 2024”), with the following details:
N Value Components of the AAI The Company Percent
o Material Transaction (in US$ ‘000) (in US$ ‘000) age
.
(i) AAI’s total assets divided by the US$5,433,038 US$10,264,46 52.9%
Company’s total assets is equal to 3
or greater than 20% (twenty
percent)
(ii) AAI’s net income divided by the US$922,767*) US$880,189 104.8%
Company’s net income is equal to
or greater than 20% (twenty
percent)
(iii) AAI’s revenue divided by the US$2,656,511 US$2,972,835 89.4%
Company’s revenue is equal to or
greater than 20% (twenty percent)
*) including the non recurring gain of US$322.936 thousand eliminated on the Company’s net income.
Meanwhile, the value of the Planned Transaction shall take into account the share valuation by the
independent appraiser, i.e. in the amount of US$2,450,224 thousand, which is equivalent to 31.8% of
the Company's total equity. Pursuant to POJK 35/2020 on the Valuation and Presentation of Business
Valuation Reports in the Capital Market with regard to fairness threshold, the maximum transaction
value shall be no greater than 34.2% of the Company's total equity.
Pursuant to article 6 of POJK 17/2020, the Company shall first obtain the approval of its shareholders
because AAI’s total assets, net income, and revenue is individually greater than 50% (fifty percent) of
the Company’s total assets, net income, and revenue. The Company is also required to engage an
appraiser for determining the fair value of the object of the material transaction and/or the fairness of
such material transaction and publish this Information Disclosure on its website as well as IDX website
to convey information to its shareholders on the Planned Transaction to be proposed in the Extraordinary
General Meeting of Shareholders (“EGMS”) for approval.
The Company intends to conduct EGMS both offline and online (hybrid) to obtain the approval for the
Planned Transaction in Jakarta on October 18th, 2024. The EGMS announcement is published together
with the publication of the information disclosure of the Planned Transaction as stipulated in article 6
point 1 letter b of POJK 17/2020.
The Company has appointed the Public Appraiser Firm (“KJPP”) Kusnanto dan Rekan, which is
registered as a capital market supporting profession of FSA to conduct appraisal on the object of the
Planned Transaction based on the appraisal report number 00120/2.0162-00/BS/02/0153/1/IX/2024 of
September 2nd, 2024 on the Appraisal of the Object of the Planned Transaction and provide opinion on
the fairness of the Company’s Planned Transaction based on the appraisal report number
00127/2.0162-00/BS/02/0153/1/IX/2024 of September 11th, 2024 on the Report on the Fairness of the
Transaction (the “Appraiser’s Report”).
The Planned Transaction is a transaction exempted from the stipulation of affiliated-party transactions
based on article 23 of POJK 42/2020, and is not a conflict-of-interest transaction as stipulated by POJK
42/2020. This transaction does not have the potential to disturb the Company’s business continuity.
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II. BRIEF DESCRIPTION ON THE TRANSACTION AND THE EFFECT OF THE TRANSACTION TO THE
COMPANY’S FINANCIAL CONDITION
A. DESCRIPTION OF THE TRANSACTION
i. Background, Rationale and Benefits of Conducting the Transaction
The Company is an integrated mining and energy company in Indonesia. The Company has
business segments in the thermal and metallurgical coal mining, energy, utilities, supporting
infrastructure, and metal processing as its main growth drivers, operated by leveraging its
resources and potentials. The Company’s diverse businesses are classified into three growth
pillars: Adaro Energy, Adaro Minerals, and Adaro Green. Initially the Company built the vertically
integrated supply chain from mines to power plants, and continued the supply chain to green
businesses thereafter.
The Company is currently developing green business supply chain as the next extension, to support
and capture the opportunities from green economy being developed in Indonesia.
Through AAI, the Company owns shares in several thermal coal mining companies, i.e. PT Adaro
Indonesia, PT Paramitha Cipta Sarana, PT Semesta Centramas, PT Laskar Semesta Alam, and
PT Mustika Indah Permai, which produce thermal coal of medium calorific value and low pollutant
content. In addition, the Company through AAI also owns shares in two thermal coal mining
companies under development, i.e. PT Pari Coal and PT Ratah Coal.
To ensure that coal is delivered at the ship-loading locations or customers’ locations in accordance
with the agreed schedule, specifications, and quality, AAI runs a logistics business, which consists
of coal barging and ship loading, river channel dredging and maintenance, stevedoring, land and
sea port operations, and barge maintenance and repair.
Furthermore, to complete its coal mining businesses, AAI also has supporting businesses operated
through its subsidiaries in the land, water, investment, and power generation segments. These
supporting operations are essential to secure smooth operations of the mining business, as well as
business sustainability in the long run.
The Company intends to continue pursuing strategic expansions and diversifications in the non-
coal mining segments. This will create a more balanced business portfolio and stronger protection
for the Company in all phases of the business cycles and contribute significantly to the long-term
value creation.
The Company is also committed to fully supporting the Indonesian government’s commitment to
reduce greenhouse gas emission, including the initiatives to achieve net-zero emissions in 2060 or
earlier through various measures. The Company has a commitment to have around 50% of its total
revenue generated by non thermal coal businesses by 2030. This target will be achieved by
expanding businesses in the areas that support Indonesia’s green ecosystem.
To fulfill this commitment, the Company intends to separate the businesses under the mining
segment and a number of supporting businesses under AAI from the Adaro Mineral and Adaro
Green pillars to maintain the strong synergy generated by the integration of businesses that belong
to more closely related industrial sectors. This measure is perceived to be effective in maximizing
the performance of AAI and those non thermal coal business pillars since it will allow each company
to focus on developing their core strengths.
The Company’s Planned Transaction is expected to help AAI and the non thermal coal business
segments to strengthen the focus on development and performance. This separation will also help
the Company’s green business to gain larger financing access, more competitive funding cost, and
better access to green projects with high-level potential business partners, in addition to offering
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more investment options to the public investors to make investments according to their interests
and perspectives.
ii. Brief Description on the Transaction
Object of the transaction
The object of the transaction is up to all of the shares owned by the Company in AAI. On the date
of this Information Disclosure, AAI is a limited-liability company whose shares are 99.9999%
(ninety-nine point nine nine nine nine percent) directly owned by the Company.
Value of the transaction
The sales value is equal to the volume-weighted average price generated after the closure of the
trading on AAI’s share listing day on the stock exchange, while taking into account the fairness of
the transaction as stipulated in FSA Regulation number 35/2020.
Mechanism of the Planned Transaction
The Planned Transaction is conducted through a public offering of AAI’s shares in accordance with
the applicable capital market regulations, including POJK 76/2017.
Subject to the FSA’s statement that the Company’s registration statement on the public offering by
the shareholders based on POJK 76/2017 has become effective (“PUPS”), the Company will offer
the opportunities to its shareholders to participate in the Planned Transaction as buyers, during the
same period as or subsequent to the process of AAI’s public offering.
The sales of shares will be conducted under the following terms:
Item Description
Seller The Company
Buyer The Company will offer the Offered
Shares (as defined below) to all its
shareholders who are registered on the
Company’s list of shareholders on a
certain date to be announced in the
prospectus of the public offering by the
selling shareholder (“Recording Date”).
The buyers are the Company’s
shareholders who are registered on the
Recording Date and choose to buy AAI’s
shares from the Company.
Shares offered Up to all of the shares owned by the
Company in AAI (“Offered Shares”).
The Company will determine the ratio to
be used for ordering AAI’s shares based
on the shareholders’ share ownership on
the Recording Date (“Ordering Ratio”).
The Ordering Ratio will be announced in
the PUPS prospectus.
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Offering price Volume-weighted average price
generated after the close of trading on
the day of AAI’s share listing on the
stock exchange, while taking into
account the fairness of the transaction
as stipulated in 35/2020.
Tax aspect The transaction will be settled through
crossing on the Indonesian stock
exchange so that the Seller will be
charged with final income tax of 0.1%
(zero point one percent) of the gross
transaction value.
Public offering period and ordering To be determined in the PUPS
procedure prospectus.
Remaining shares The unsold remaining shares will be kept
by the Company.
iii. Parties to the Transaction
1. The Company as the shareholder of AAI
Brief history
The Company was established based on the notarial deed number 25 made before Sukawaty
Sumadi, S.H., a Notary in Jakarta. The Company’s deed of incorporation was announced in the
State Gazette of the Republic of Indonesia number 59 of July 25th, 2006, Supplement to State
Gazette number 8036, and approved by the Minister of Law and Human Rights of the Republic
of Indonesia by Decree number C-21493 HT.01.01.TH.2004 of August 26th, 2004. The
Company’s Articles of Association have been amended several times with the latest amendment
based on Deed number 10 of June 4th, 2024 made before Humberg Lie, S.H., S.E., M.Kn., a
Notary in North Jakarta. Such amendment to the Articles of Association has been approved by
the Minister of Law and Human Rights of the Republic of Indonesia by the decree number AHU-
0043080.AH.01.02.TAHUN 2024 of July 17th, 2024.
The Company started operating commercially in July 2005. The Company is domiciled in
Jakarta and located at Gedung Menara Karya, 23rd floor, Jl. H.R. Rasuna Said Blok X‐5, Kav.
1‐ 2, South Jakarta.
The Company’s purpose and objectives are to operate head office activities and management
consultation (for the businesses of subsidiaries operating in mining, excavation, mining support
services, large-scale trading, logistics, warehousing, and logistics support activities, cargo
handling (stevedoring), sea port service activities, plant agriculture, construction, engine repair
and installation, power provision, water treatment, forestry and industry).
Management and supervision
Based on the notarial deed number 8 of June 4th, 2024 made before Humberg Lie, S.H., S.E.,
M.Kn., a notary in North Jakarta, which has been received by the Minister of Law and Human
Rights of the Republic of Indonesia as confirmed by the Receipt of the Notification on the
Change in the Company’s Data number AHU-AH.01.09-029993 of June 4th, 2024, the
compositions of the Company’s Board of Directors and Board of Commissioners are as follows:
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Board of Commissioners
President Commissioner: Edwin Soeryadjaya
Vice President Commissioner: Theodore Permadi Rachmat
Commissioner: Arini Saraswaty Subianto
Independent Commissioner: Mohammad Effendi
Independent Commissioner: Budi Bowoleksono
Board of Directors
President Director: Garibaldi Thohir
Vice President Director: Christian Ariano Rachmat
Director: Michael William P. Soeryadjaya
Director: M. Syah Indra Aman
Director: Julius Aslan
Director: Iwan Dewono Budiyuwono
2. AAI
Brief history
AAI is a subsidiary company of the Company. AAI was established based on the notarial deed
number 2 of December 1st, 2004 made before Ir. Rusli, S.H., a Notary in Bekasi. AAI’s deed of
establishment was approved by the Minister of Law and Human Rights of the Republic of
Indonesia by Decree number C-31123 HT.01.01.TH.2004 of December 23rd, 2004 and
announced in the State Gazette of the Republic of Indonesia number 52 of July 1st, 2005,
Supplement to State Gazette number 6922. Its Articles of Association have been amended
several times with the latest amendment based on the Deed of Shareholders’ Resolution
number 1 of September 3rd, 2024 made before Humberg Lie, S.H., S.E., M.Kn., a Notary in
North Jakarta, which has been approved by the Minister of Law and Human Rights of the
Republic of Indonesia based on the Decree of the Approval for the Change in Articles of
Association number AHU-0055647.AH.01.02.TAHUN 2024 of September 3rd, 2024, which has
been registered in the Company List of the Ministry of Law and Human Rights of the Republic
of Indonesia number AHU-0186922.AH.01.11.TAHUN 2024 of September 3 rd, 2024, and
notified to the Minister of Law and Human Rights of the Republic of Indonesia as confirmed by
(i) the Receipt of the Notification on the Change in Articles of Association number AHU-
AH.01.03-0188887 of September 3rd, 2024, which has been registered in the Company List of
the Ministry of Law and Human Rights of the Republic of Indonesia number AHU-
0186922.AH.01.11.TAHUN 2024 of September 3rd, 2024 and (ii) the Receipt of the Notification
on the Change in Company Data number AHU-AH.01.09-0247706 of September 3rd, 2024,
which has been registered in the Company List of the Ministry of Law and Human Rights of the
Republic of Indonesia number AHU-0186922.AH.01.11.TAHUN 2024 of September 3rd, 2024
(“Deed number 1/2024”).
AAI’s head office is domiciled in Jakarta and located at Cyber Tower 2, 26th floor, Jl. H.R.
Rasuna Said Blok X‐5, No. 13, Jakarta 12950 Indonesia.
AAI’s purpose and objectives are to engage in the plantation businesses of oil palm, rubber, and
other latex producing plants, holding company activities, and other management consultation
activities.
Management and supervision
Based on Deed number 1/2024, the compositions of AAI’s Board of Directors and Board of
Commissioners are as follows:
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Board of Commissioners
President Commissioner (Independent): Budi Bowoleksono
Commissioner: Primus Dorimulu
Board of Directors
President Director: Julius Aslan
Director: Priyadi
Director: Lie Luckman
Director: Susanti
Capital Structure
On the date of this Information Disclosure, based on Deed number 1/2024, AAI’s capital
structure and shareholder composition are as follows:
Authorized capital Rp40,000,000,000,000
Issued and paid-up capital Rp21,900,633,000,000
AAI’s authorized capital consists of 12,800,000,000 shares of Rp3,125 par value per share.
AAI’s shareholder composition on the date of this Information Disclosure is as follows:
Shareholder Number of Amount (Rp) Percentage
Shares (%)
The Company 7,008,202,240 Rp21,900,632,000,000 99.9999
PT Adaro 320 Rp1,000,000 0.001
Strategic
Investments (ASI)
Total 7,008,202,560 Rp21,900,633,000,000 100.00
The Company is AAI’s shareholder holding 7,008,202,240 shares that represent 99.9999% of
AAI’s shares.
The following chart presents AAI’s share ownership composition:
The summary of AAI’s consolidated balance sheet based on the consolidated financial
statements of AAI and subsidiaries as at June 30th, 2024 and December 31st, 2023 and the
summary of AAI’s consolidated profit and loss and other comprehensive revenue based on the
consolidated financial statements of AAI and subsidiaries for the period ended June 30th, 2024
and June 30th, 2023 audited by Public Accounting Firm Rintis, Jumadi, Rianto & Rekan (a
member of PwC global network) with unqualified opinion, are as follows:
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in thousand of US dollar
Balance Sheet June 30th, 2024 December 31st, 2023
Assets
Current assets 1,875,992 3,270,164
Non current assets 3,557,046 3,792,752
Total assets 5,433,038 7,062,916
Liabilities and equity
Liabilities
Short-term liabilities 1,519,862 1,798,306
Long-term liabilities 1,192,208 474,146
Total liabilities 2,712,070 2,272,452
Equity
Total equity attributed to 2,383,041 4,366,000
the owners of the parent
entity
Non-controlling interests 337,927 424,464
Total Equity 2,720,968 4,790,464
Total liabilities and 5,433,038 7,062,916
equity
in thousand of US dollar
Profit & Loss and Other June 30th, 2024 June 30th, 2023
Comprehensive
Revenue
Revenue 2,656,511 3,255,246
Cost of revenue (1,879,339) (2,134,097)
Gross profit 777,172 1,121,149
Operating income 944,331 924,455
Profit before income tax 1,035,168 993,560
Profit for the period/year 922,767 804,759
Total comprehensive 911,232 822,588
revenue for the
period/year, after tax
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B. EFFECTS OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION (PRO FORMA)
PRO FORMA CONSOLIDATED BALANCE SHEET AS AT JUNE 30TH, 2024
(Stated in thousand of US dollar, except share par values and data)
Historical Adjustments Proforma
June 30th, 2024 related to the June 30th, 2024
PT Adaro Energy Transaction PT Adaro Energy
Indonesia Tbk and Indonesia Tbk
Subsidiaries(1) and Subsidiaries
ASSETS
CURRENT ASSETS
Cash and cash equivalents* 2,793,958 1,370,204 4,164,162
Restricted cash and time deposits – current 4,110 - 4,110
portion
Trade receivables 510,954 (237,331) 273,623
Other investments – current portion 57,507 (57,507) -
Inventories 199,297 (88,961) 110,336
Prepaid taxes – current portion 96,011 (76,758) 19,253
Other receivables – current portion 20,070 (12,022) 8,048
Loans to related parties – current portion 2,129 - 2,129
Advances and prepayments – current portion 59,021 (43,931) 15,090
Other current assets 394 3,323 3,717
Total current assets 3,743,451 857,017 4,600,468
NON-CURRENT ASSETS
Restricted cash and time deposits – non 57,099 (37,340) 19,759
current portion
Other investments – non current portion 499,592 (499,592) -
Other receivables – non current portion 114,754 (51,340) 63,414
Investments in associates and joint ventures 1,405,472 (767,127) 638,345
Loans to third parties 187,248 (2,271) 184,977
Loans to related parties – non current portion 143,450 773,176 916,626
Advances and prepayments – non current 196,252 (112,982) 83,270
portion
Prepaid taxes – non current portion 32,195 (15,051) 17,144
Mining properties 970,994 (419,583) 551,411
Fixed assets 2,007,817 (688,702) 1,319,115
Goodwill 776,943 (737,278) 39,665
Intangible assets 4,253 (2,135) 2,118
Concession service receivables 28,539 (28,539) -
Deferred tax assets 90,772 (47,531) 43,241
Other non current assets 5,632 (4,204) 1,428
Total non current assets 6,521,012 (2,640,499) 3,880,513
TOTAL ASSETS 10,264,463 (1,783,482) 8,480,981
Notes:
(1) The historical consolidated financial information of PT Adaro Energy Indonesia Tbk (“the Company”) and subsidiaries
(collectively referred to as “the Group”) is obtained from the interim consolidated financial statements of June 30th, 2024
which have been reviewed.
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Historical Adjustments Proforma
June 30th, 2024 related to the June 30th, 2024
PT Adaro Energy Transaction PT Adaro Energy
Indonesia Tbk and Indonesia Tbk
Subsidiaries(1) and Subsidiaries
LIABILITIES AND EQUITY
LIABILITIES
CURRENT LIABILITIES
Trade payables 365,669 (185,884) 179,785
Dividend payable 31,584 (31,584) -
Accrued expenses 267,816 (171,133) 96,683
Short-term employee benefits liabilities 1,111 (829) 282
Tax payables
- Corporate income tax 60,562 (33,767) 26,795
- Other taxes 49,319 (42,418) 6,901
Royalty payable 18,038 (2,673) 15,365
Current portion of long-term borrowings
- Lease liabilities 29,563 (1,434) 28,129
- Bank loans 111,064 (61,412) 49,652
Senior notes 698,887 (698,887) -
Provision for decommissioning, rehabilitation,
reclamation and mine closure – current portion 3,993 - 3,993
Other liabilities – current portion 4,601 (4,268) 333
Total current liabilities 1,642,207 (1,234,289) 407,918
NON-CURRENT LIABILITIES
Loans from third parties 5,738 (5,738) -
Long-term borrowings, net of current
maturities:
- Lease liabilities 76,800 (218) 76,582
- Bank loans 385,735 (116,888) 268,847
Deferred tax liabilities 152,639 (62,526) 90,113
Loans from related parties - 5,195 5,195
Post-employment benefit liabilities 70,699 (23,334) 47,365
Provision for decommissioning, rehabilitation,
reclamation and mine closure – non current
portion 230,056 (204,276) 25,780
Other liabilities – non current portion - 39 39
Total non current liabilities 921,667 (407,746) 513,921
TOTAL LIABILITIES 2,563,874 (1,642,035) 921,839
Note:
(1) The historical consolidated financial information of the Group is obtained from the Group’s interim consolidated financial
statements of June 30th, 2024 which have been reviewed.
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Historical Adjustments Proforma
June 30th, 2024 related to the June 30th, 2024
PT Adaro Energy Transaction PT Adaro Energy
Indonesia Tbk and Indonesia Tbk
Subsidiaries(1) and Subsidiaries
EQUITY
Equity attributable to owners of the parent
entity
Share capital – authorized capital
80,000,000,000 shares; issued and fully paid
31,985,962,000 shares at Rp100 par value per
share 342,940 - 342,940
Additional paid-in capital, net 1,154,494 62,814 1,217,308
Treasury shares (177,019) - (177,019)
Difference in value from transactions with non-
controlling interests 157,815 - 157,815
Retained earnings
- Appropriated 68,588 - 68,588
- Unappropriated* 5,530,729 (5,040) 5,525,689
Other comprehensive income 35,391 5,100 40,491
Total equity attributed to owners of the 7,112,938 62,874 7,175,812
parent entity
Non-controlling interests 587,651 (204,321) 383,330
TOTAL EQUITY 7,700,589 (141,447) 7,559,142
TOTAL LIABILITIES AND EQUITY 10,264,463 (1,783,482) 8,480,981
Notes:
(1) The historical consolidated financial information of PT Adaro Energy Indonesia Tbk (“the Company”) and subsidiaries
(collectively referred to as “the Group”) is obtained from the interim consolidated financial statements of June 30th, 2024
which have been reviewed.
*) Unappropriated retained earnings and cash and cash equivalents will decrease in an amount equivalent
to total cash dividend distributed by the Company.
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PRO FORMA CONSOLIDATED PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME FOR THE SIX
MONTHS’ PERIOD ENDING ON JUNE 30TH 2024
(Stated in thousand of US dollar)
Historical Adjustments Proforma
June 30th, 2024 related to the June 30th, 2024
PT Adaro Energy Transaction PT Adaro Energy
Indonesia Tbk and Indonesia Tbk
Subsidiaries(1) and Subsidiaries
Revenue 2,972,835 - 2,972,835
Cost of revenue (1,765,110) - (1,765,110)
Gross profit 1,207,725 - 1,207,725
Operating expenses (178,984) - (178,984)
Other (expenses)/income, net (20,654) (27,915) (48,569)
Operating income 1,008,087 (27,915) 980,172
Finance cost (48,020) - (48,020)
Finance income 80,464 - 80,464
Share in profits
of associates and joint ventures 38,613 - 38,613
71,057 - 71,057
Profit before income tax 1,079,144 (27,915) 1,051,229
Income tax expense (198,955) - (198,955)
Profit for the year 880,189 (27,915) 852,274
Comprehensive (loss)/income for the period:
Items to be reclassified to profit or loss
Exchange difference due to financial statement (35,020) - (35,020)
translation
Share of other comprehensive income/(loss)
from associates and joint ventures 15,043 - 15,043
(19,977) - (19,977)
Notes:
(1) The Group’s historical consolidated financial information refers to the Group’s interim consolidated financial statements of
June 30th, 2024, which have been reviewed.
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Historical Adjustments Proforma
June 30th, 2024 related to the June 30th, 2024
PT Adaro Energy Transaction PT Adaro Energy
Indonesia Tbk and Indonesia Tbk
Subsidiaries(1) and Subsidiaries
Comprehensive (loss)/income for the period:
(continued)
Items that will not be reclassified to profit or loss:
Changes in fair value of investment in funds at
fair value through other comprehensive income (198) - (198)
Remeasurement of post-employment benefit
liabilities 542 - 542
Income tax related to this item (112) - (112)
232 - 232
(19,745) - (19,745)
Total comprehensive income for the period, 832,529
net of tax 860,444 (27,915)
Profit for the period attributed to:
Owners of the parent entity 778,773 (27,915) 750,858
Non-controlling interests 101,416 - 101,416
Profit for the period 880,189 (27,915) 852,274
Total comprehensive income of the period
attributed to:
Owners of the parent entity 758,985 (27,915) 731,070
Non-controlling interests 101,459 - 101,459
Total comprehensive income of the period, 860,444 (27,915) 832,529
net of tax
Notes:
(1) The Group’s historical consolidated financial information refers to the Group’s interim consolidated financial statements of
June 30th, 2024, which have been reviewed.
The Company is considering to distribute cash dividends to all of its shareholders registered on the
recording date, which shall be 8 (eight) business days following the General Meeting of Shareholders
that approves such cash dividend distribution. The shareholders, on their own decision, can use the
cash dividend to fund their participation in the Planned Transaction, subject to the shareholders’
approval in the General Meeting of Shareholders to be held on a future date.
III. SUMMARY OF THE REPORT ON THE PLANNED TRANSACTION
KJPP Kusnanto & Rekan (”KJPP KR”), an official Public Appraisal Office under the Finance Minister’s
Decree number 2.19.0162 of July 15th, 2019 and registered at FSA as an office of capital market
supporting profession by Registered License of the Capital Market Supporting Profession issued by FSA
number STTD.PB-01/PJ-1/PM.223/2023 (business appraiser), which had been appointed by the
Company by Assignment Letter number KR/240718- 003 of July 18th, 2024, submitted the appraisal on
the market value of 99.9999% AAI shares and provided a fairness opinion on the Planned Transaction.
The following is the summary of the appraisal report on 99.9999% AAI’s shares as stated in its report
number No. 00120/2.0162-00/BS/02/0153/1/IX/2024 of September 2nd, 2024.
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i. Parties to the Planned Transaction
The parties to the transaction based on the Company’s Information Disclosure are the Company
and all of its shareholders whose names are registered on the Company’s list of shareholders
on the date to be announced in the PUPS prospectus by Selling Shareholders who decide to
buy AAI’s shares from the Company.
ii. Object of the appraisal
The object of the appraisal is the market value of 99.9999% of AAI’s shares owned by the
Company.
iii. Objective of the appraisal
The objective of the appraisal is to obtain an independent opinion on the market value of the
object of the appraisal on June 30th, 2024 stated in US dollar currency.
The purpose of the appraisal is to provide description on the market value of the object of the
appraisal, which will be used as a reference and consideration by the Company’s management
for the implementation of the Planned Transaction, and to fulfil POJK 17/2020.
iv. Assumptions and limiting conditions
This appraisal is prepared based on the market and economic condition, business and financial
general condition, and government regulations applicable until the date this appraisal report is
published.
The appraisal on the Object of the Appraisal performed using the discounted cash flow method
was based on the financial statement projections of AAI's operating subsidiaries prepared by
the management of AAI's operating subsidiaries. In preparing the financial statement
projections, various assumptions were developed based on the performance of AAI's operating
subsidiaries in the previous years and based on the management’s plans in the future. KJPP
KR has made adjustments to the financial statement projections in order to describe the
condition of the operations and performance of AAI's operating subsidiaries appraised at the
time of this appraisal more fairly. In general, there are no significant adjustments made by KJPP
KR to the performance targets of AAI's operating subsidiaries appraised and they have reflected
their achievement ability (fiduciary duty). KJPP KR is responsible for the implementation of the
appraisal and the fairness of the financial statement projections based on the historical
performance of AAI's operating subsidiaries and the information from AAI’s management on the
financial statement projections of AAI's operating subsidiaries. KJPP KR is also responsible for
AAI's appraisal report and the conclusion on the final value.
In this appraisal assignment, KJPP KR assumed that all conditions and obligations of the
Company have been fulfilled. KJPP KR also assumed that from the appraisal date to the date
of issuance of the appraisal report, there have been no changes that have a material effect on
the assumptions used in the appraisal. KJPP KR is not responsible for reaffirming or completing,
updating its opinion due to changes in assumptions and conditions and events that occur after
the date of this report.
In carrying out the analysis, KJPP KR assumed and relied on the accuracy, reliability, and
completeness of all financial information and other information provided to KJPP KR by the
Company and AAI or which was publicly available, which was essentially true, complete, and
not misleading and KJPP KR is not responsible for conducting an independent examination of
such information. KJPP KR also relied on assurances from the management of the Company
and AAI that they were not aware of the facts that cause the information provided to KJPP KR
to be incomplete or misleading.
15
Page 16
The appraisal analysis of the Object of Appraisal was prepared using the data and information
as disclosed above. Any changes to the data and information may materially affect the final
opinion of KJPP KR. KJPP KR is not responsible for changes in the conclusions of the KJPP
KR appraisal or any loss, damage, costs, or expenses caused by the lack of transparency of
information so that the data obtained by KJPP KR becomes incomplete and/or misinterpreted.
Because the results of the KJPP KR appraisal were highly dependent on the data and underlying
assumptions, changes to the data sources and assumptions according to market data will
change the results of the KJPP KR appraisal. Therefore, KJPP KR conveys that changes to the
data used may affect the appraisal results and that the differences that occur may be material.
Although the contents of this appraisal report have been carried out in good faith and in a
professional manner, KJPP KR cannot accept responsibility for the possibility of differences in
conclusions caused by additional analysis, the application of the appraisal results as a basis for
conducting transaction analysis or changes in the data used as the basis for the appraisal. The
appraisal report of the Object of Appraisal is a non-disclaimer opinion.
The work of KJPP KR related to the appraisal of the Object of Appraisal does not constitute and
cannot be interpreted in any form, 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 statements, or violations of the law. Furthermore,
KJPP KR has also obtained information on the legal status of AAI based on AAI's articles of
association.
v. Approaches and appraisal method
The appraisal on the Object of Appraisal was based on internal and external analyses. Internal
analysis was based on data provided by management, historical analysis of the financial position
report, and AAI's comprehensive income and loss statement, review of the operating conditions
and the management and resources owned by AAI. KJPP KR evaluated AAI's future prospects
based on the business plans and financial statement projections provided by management that
KJPP KR reviewed for fairness and consistency. External analysis was based on a brief review
of external factors considered as value drivers including a brief review of the prospects of the
relevant industry.
In applying the appraisal method to determine the indication of the market value of a "business
interest" it is necessary to refer to the representative financial statements (financial position
report and comprehensive profit and loss statement), therefore it was necessary to adjust the
book value of the financial position report and normalization of the profit of the comprehensive
profit and loss statement usually prepared by management based on historical value. However,
the book value of a company reflected in the financial position report and comprehensive profit
and loss statement is the acquisition value and does not reflect the economic value that can be
fully used as a reference as the market value at the time of the appraisal.
The appraisal methods used in the appraisal of the Object of the Appraisal were the discounted
cash flow (DCF) method, the adjusted net asset method, and the guideline for publicly traded
company method.
The discounted cash flow method was chosen considering that the business activities carried
out by AAI's operating subsidiaries in the future would still fluctuate in accordance with estimates
of the business development of AAI's operating subsidiaries. In carrying out the appraisal using
this method, the operations of AAI's operating subsidiaries were projected in accordance with
estimates of the business development of AAI's operating subsidiaries. The cash flows
generated based on the projection was converted into present value with a discount rate that is
appropriate to the risk level. The indicated value is the total present value of the cash flows.
In carrying out the appraisal using the net asset adjustment method, the value of all components
of assets and liabilities/debts must be adjusted to their market value, except for components
that show their market value (such as cash/bank or bank debt). The overall market value of the
16
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company was then obtained by calculating the difference between the market value of all assets
(tangible and intangible) and the market value of liabilities.
The comparative method of listed companies on the stock exchange was used in this appraisal
because although in the public company’s stock market there is no information regarding similar
companies with equivalent business scale and assets, it is estimated that the existing public
companies’ stock data can be used as comparative data for AAI’s share value.
The above appraisal approach and method are those that KJPP KR considered most
appropriate to be applied in this assignment and have been agreed upon by the Company's
management and AAI.
Subsequently, the values obtained from each method were reconciled by weighting.
vi. Conclusion on value
Based on the results of the analysis of all data and information that KJPP KR received and
taking into account all relevant factors that influenced the appraisal, KJPP KR is of the opinion
that the market value of the Object of the Appraisal on June 30th, 2024 was USD2,450,224
thousand.
IV. SUMMARY OF THE FAIRNESS OPINION
The following is the summary of the fairness opinion on the Planned Transaction as stated in its report
number 00127/2.0162-00/BS/02/0153/1/IX/2024 of September 11, 2024.
i. Identity of the parties
The parties to the transaction based on the Company’s Information Disclosure are the Company
and all of its shareholders whose names are registered on the Company’s list of shareholders on
the date to be announced in the PUPS prospectus by Selling Shareholders who decide to buy
AAI’s shares from the Company.
ii. Object of the fairness opinion
The transaction in which the Company plans to sell up to 99.9999% of AAI's shares (or up to
21,900,632 shares recorded in the Company’s Financial Statements of June 30 th, 2024, or up to
7,008,202,240 shares of the Company based on the Deed of Shareholders’ Resolution of the
Company of September 30th, 2024) through public offering by selling shareholders mechanism to
all the Company’s shareholders for an offering price determined using the volume-weighted
average price (VWAP) generated after the close of trading on the day of AAI’s share listing on the
stock exchange while taking into account the fairness of the transaction as stipulated in 35/2020
as disclosed in this Information Disclosure, on which the total amount of the transaction shall be
no less than US$2,450,224 thousand and no greater than US$2,633,991 thousand.
iii. Purpose of the fairness opinion
The purpose and objective of preparing the fairness opinion report on the Planned Transaction
are to provide the description to the Company’s Board of Directors on the fairness of the Planned
Transaction from the financial aspect and to fulfill the applicable provision, i.e. POJK 17/2020.
iv. Assumptions and limiting conditions
The analysis for the Fairness Opinion on the Planned Transaction was prepared using the data
and information as disclosed above, which have been reviewed by KJPP KR. In carrying out the
analysis, KJPP KR relied 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
17
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Company or which is publicly available. Any changes to such data and information may materially
affect the final result of KJPP KR's opinion. KJPP KR also relied on assurances from the
Company's management that they were not aware of any fact that may cause the information
provided to KJPP KR to be incomplete or misleading. Therefore, KJPP KR is not responsible for
changes in the conclusion of KJPP KR's Fairness Opinion due to changes in such data and
information.
The Company's consolidated financial statement projections before and after the Planned
Transaction were prepared by the Company's management. KJPP KR has reviewed the financial
statement projections and the financial statement projections have described the Company's
operating conditions and performance. In general, there were no significant adjustments that
KJPP KR needs to make to the Company's performance targets.
KJPP KR did not inspect the Company's fixed assets or facilities. In addition, KJPP KR also did
not provide an opinion on the tax impact of the Planned Transaction. The services that KJPP KR
provides to the Company in relation to the Planned Transaction are only the provision of a
Fairness Opinion on the Planned Transaction and not accounting, auditing, or taxation services.
KJPP KR did not conduct research on the validity of the Planned Transaction from a legal aspect
and the implications of the taxation aspect. The Fairness Opinion on the Planned Transaction
was only reviewed from an economic and financial perspective. The Fairness Opinion Report on
the Planned Transaction is a non-disclaimer opinion. Furthermore, KJPP KR has also obtained
information on the legal status of the Company and AAI based on the articles of association of
the Company and AAI.
The work of KJPP KR related to the Planned Transaction does not constitute and cannot be
interpreted as in any form, a review or audit, or the implementation of certain procedures on
financial information. The work is also not intended to reveal weaknesses in internal control, errors
or irregularities in financial statements, or violations of the 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 Planned Transaction that exist and may be available to the Company and the effects
of these transactions on the Planned Transaction.
This Fairness Opinion was prepared based on market and economic conditions, general business
and financial conditions, and Government regulations related to the Planned Transaction on the
date this Fairness Opinion was issued.
In preparing this Fairness Opinion, KJPP KR used several assumptions, such as the fulfillment of
all conditions and obligations of the Company and all parties involved in the Planned Transaction.
The Planned Transaction will be implemented as explained in accordance with the time period
that has been determined and the accuracy of the information regarding the Planned Transaction
disclosed by the Company's management.
This Fairness Opinion must be viewed as a whole and the use of part of the analysis and
information without considering other information and analysis as a whole as a whole can lead to
misleading views and conclusions regarding the process underlying the Fairness Opinion. The
preparation of this Fairness Opinion is a complicated process and may not be possible through
incomplete analysis.
KJPP KR also assumes that from the date of issuance of the Fairness Opinion until the date of
the Planned Transaction, there have been no changes that have a material effect on the
assumptions used in the preparation of this Fairness Opinion. KJPP KR is not responsible for
reaffirming or completing, updating the opinion of KJPP KR due to changes in assumptions and
conditions, as well as events that occur after the date of this report. The calculations and analysis
in the context of providing the 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 have a material impact
on the Planned Transaction. Such changes include, but are not limited to, changes in conditions
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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 of issuance of this Fairness Opinion Report. If after the date of
issuance of this Fairness Opinion Report the above changes occur, the Fairness Opinion on the
Planned Transaction may be different.
v. Approaches and appraisal method
In compiling the fairness opinion report on this Planned Transaction, the Independent Appraiser
has conducted an analysis through the appraisal approaches and procedure on the Planned
Transaction, which include the following:
I. Analysis on the Planned Transaction;
II. Qualitative and quantitative analyses on the Planned Transaction; and
III. Analyses on the fairness of the Planned Transaction.
vi. Fairness opinion on the transaction
Based on the scope of the assignment, assumptions, data, and information obtained from the
Company’s management used in preparing this report, the review on the financial impact of the
Planned Transaction as disclosed in this Fairness Opinion report, we are of the opinion that the
Planned Transaction is fair.
V. GENERAL MEETING OF SHAREHOLDERS (GMS) TO OBTAIN THE APPROVAL FOR MATERIAL
TRANSACTION BASED ON POJK 17/2020
The Planned Transaction is a material transaction requiring the shareholders' approval in GMS in
accordance with POJK 17/2020. The GMS to obtain the approval for the Planned Transaction is planned
to be held on October 18th, 2024. The shareholders who are entitled to attend the GMS are those
registered in the Company's list of shareholders and/or securities sub-account holders at the closure of
the share trading on the stock exchange one day prior to the GMS invitation, or their legitimate proxies
with power of attorney.
Attendance quorum and GMS resolutions
Referring to the Company’s Article of Association juncto article 41 POJK number 15/POJK.04/2020 on
the Plan and Implementation of Publicly-listed Companies’ General Meeting of Shareholders (POJK
15/2020) and article 6 of POJK 17/2020, the provision on attendance quorum is that the GMS may be
implemented if attended by the shareholders or their legitimate proxies representing more than ½ (one
half) of the total outstanding shares with voting rights. Meanwhile, the provision on the quorum of GMS
resolution is that a GMS resolution is valid if it is approved by the shareholders representing more than
½ (one half) of the total outstanding shares with voting rights that attend the GMS.
Second Meeting
In the event that the attendance quorum is not fulfilled, the second GMS may be implemented and
declared valid if attended by the shareholders representing at least 1/3 (one third) of total number of
shares with valid voting rights and the resolution is valid if approved by more than 1/2 (one half) of the
total number of shares with valid voting rights attending the GMS.
Third Meeting
In the event that the attendance quorum of the second GMS is not fulfilled, the third GMS may be
implemented under the condition that this third GMS is valid and entitled to make resolutions if attended
by the shareholders with valid voting rights under the attendance quorum and resolution quorum as
stipulated by FSA on the Company’s proposal.
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VI. BOARD OF COMMISSIONERS’ & BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Commissioners and Board of Directors hereby declare that:
1. This Information Disclosure is to be complete and in compliance with the requirements as stipulated
in POJK 17/2020.
2. This Planned Transaction qualifies as a material transaction as defined in POJK 17/2020.
3. This Planned Transaction is a transaction exempted from the affiliated-party transaction based on
article 23 of POJK 42/2020 and does not contain any conflict of interest as defined in POJK 42/2020.
4. The Company’s Board of Commissioners and Board of Directors hereby declare that they have
carefully reviewed the entire information provided with regard to the Planned Transaction as
presented in this Information Disclosure, and all material information with regard to the Planned
Transaction has been disclosed in this Information Disclosure and such material transaction is true
and not misleading. Subsequently, the Company’s Board of Commissioners and Board of Directors
hereby declare that they hold full responsibility on the accuracy of all information provided in this
Information Disclosure.
VII. ADDITIONAL INFORMATION
The Company’s shareholders wishing to receive further information on this Planned Transaction can
contact:
PT Adaro Energy Indonesia Tbk
Menara Karya 23rd Floor
Jl. H.R. Rasuna Said Block X-5, Kav. 1-2 Jakarta 12950
Indonesia
Email: corsec@adaro.com
20
Names mentioned 38 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
Kusnanto dan Rekan
p.2 ×2
unresolved
org
Rianto & Rekan
p.3 ×2
unresolved
org
PT Paramitha Cipta Sarana
p.4
unresolved
org
PT Semesta Centramas
p.4
unresolved
org
PT Laskar Semesta Alam
p.4
unresolved
org
PT Mustika Indah Permai
p.4
unresolved
org
PT Ratah Coal. To
p.4
unresolved
person
Sukawaty Sumadi
· Notaris
p.6
unresolved
org
Minister of Law and Human Rights
p.6 ×6
unresolved
person
Humberg Lie
· Notaris
p.6 ×4
unresolved
org
Ministry of Law and Human Rights
p.7 ×3
unresolved
org
PT Adaro
p.8
unresolved
org
Indonesia Tbk
p.10 ×5
unresolved
org
ON THE PLANNED TRANSACTION KJPP Kusnanto & Rekan
p.14
unresolved
org
KJPP Kusnanto
p.14
unresolved
org
KJPP KR
p.14 ×45
unresolved
org
KJPP KR. KJPP KR
p.16
unresolved
org
KJPP KR. In
p.17
unresolved
org
KJPP KR's
p.18
unresolved
org
KJPP KR's Fairness Opinion
p.18
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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12 Sep 2026 22:58
Raw output
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'object_text': '',
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'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
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'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}