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20240902_PANI_Informasi Transaksi Afiliasi_31720670_lamp3.pdf
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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT PANTAI INDAH KAPUK DUA Tbk (“COMPANY”)
(“DISCLOSURE OF INFORMATION”)
THIS DISCLOSURE OF INFORMATION IS PUBLISHED BY THE COMPANY IN RELATION TO THE AFFILIATED
TRANSACTION AS REFFERED TO IN THE FINANCIAL SERVICES AUTHORITY REGULATION NO.
42/POJK.04/2020 CONCERNING AFFILIATED TRANSACTIONS AND CONFLICT OF INTEREST TRANSACTION
PT Pantai Indah Kapuk Dua Tbk
Main Business Activities:
Engaged in the Activities of Holding Company and Canned Packaging Industry, and through it subsidiaries in the form
of (i) Real Estate, and (ii) Fishery Products Processing Industry and Freezing/Cold Storage Services
Domiciled at North Jakarta
Head Office:
Office Tower Agung Sedayu Group 8th dan 10th Floor, Unit G
Jl. Marina Raya, Kelurahan Kamal Muara, Kecamatan Penjaringan, Jakarta Utara 11470, Indonesia
Phone: (021) 3973 4100
Website: www.pantaiindahkapukdua.com
Email: corporate.secretary@pantaiindahkapukdua.com /corporate.secretary@agungsedayu.com
This Disclosure of Information is published in Jakarta
on 3 September 2024
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DEFINITION
BKS : means PT Bangun Kosambi Sukses, which constitutes as majority
shareholder of MAS and also subsidiary of the Company
Company : means PT Pantai Indah Kapuk Dua Tbk
MAS : means PT Mega Andalan Sukses, which constitutes subsidiary of BKS.
Menkumham : means Menteri Hukum dan Hak Asasi Manusia Republik Indonesia or Minister
of Law and Human Right of Republic of Indonesia
OJK : means Otoritas Jasa Keuangan or Financial Services Authority
OJK Regulation 17/2020 : OJK Regulation Number 17/POJK.04/2020 on Material Transactions and
Changes in Business Activities.
OJK Regulation 42/2020 : OJK Regulation Number 42/POJK.04/2020 on Affiliated Transactions and
Conflict of Interest Transactions.
Transaction : means the increasing of paid up capital of MAS by its issuance of new shares
which are entirely subscribed by BKS, hence there’s increase of capital in
MAS and share investment by BKS in MAS as described in Description of
Transaction
I. INTRODUCTION
This Disclosure of Information is made in relation to the Transaction with a total value of IDR108,480,000,000,-, with the
increasing of paid up capital of MAS and issuance of new shares by MAS which are entirely subscribed by BKS, hence there
will be increase of capital in MAS and the share investment by BKS in MAS from 51 % to 55.89%
Prior to this Transaction, MAS has been already the subsidiary of BKS with the ownership of 51 %, whilst BKS constitutes
the subsidiary of the Company with the ownership of 51 % also, hence the Transaction is an Affiliated Transaction which
should fulfill the provisions and procedures based on OJK Regulation No. 42/2020.
II. DESCRIPTION OF THE TRANSACTION
1. Date of Transaction
The date of Transaction is the date of issuance of approval and proof of notification to the Ministry of Law And Human
Right of Republic of Indonesia on the Deed of Restatement of Circular Resolution of Shareholders of MAS No. 233 dated
30 Agustus 2024, made before Edison Jingga, SH, MH, Notary in Kota Administrasi Jakarta Utara, in accordance to
Decision of Minister of Law and Human Right of Republic of Indonesia No. AHU-0054857.AH.01.02 TAHUN 2024, dated
30 Agustus 2024, and Letter of Receipt of Notification on the change of Articles of Association No. AHU-AH.01.03-
0187828, dated 30 Agustus 2024.
2. Object of Transaction
The Capital payment injected by BKS to MAS with the paid up capital increase of MAS and issuance of new shares by
MAS which are entirely subscribed by BKS
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3. Value of the Transaction and Information On the Change of Share Ownership of BKS in MAS
Value of Transaction The Value of the Transaction is in the amount of IDR108,480,000,000,-
Change of Percentage of Share COMPOSITION OF INITIAL SHAREHOLDING
Ownership in MAS - PT Bangun Kosambi Sukses, in the number of 104,082 shares, or equal
to 51% of issued and paid up capital;
- PT Agung Sedayu, in the number of 50,000 shares, or equal to 24,5% of
issued and paid up capital; and
- PT Tunas Mekar Jaya, in the number of 50,000 shares, or equal to 24,5%
of issued and paid up capital.
SUSUNAN PEMEGANG SAHAM SETELAH PENINGKATAN MODAL
- PT Bangun Kosambi Sukses, in the number of 126,682 shares, or equal
to 55.89 % of issued and paid up capital;
- PT Agung Sedayu, in the number of 50,000. shares, or equal to 22.06 %
of issued and paid up capital; and
- PT Tunas Mekar Jaya, in the number of 50,000 shares, or equal to 22.06
% of issued and paid up capital.
LEGAL BASE OF THE CHANGE OF SHARE OWNERSHIP
Deed of Restatement of Circular Resolution of Shareholders of MAS No. 233 dated
30 Agustus 2024, made before Edison Jingga, SH, MH, Notary in Kota
Administrasi Jakarta Utara, with the approval on the change of Articles of
Association from Ministry of Law and Human Right of Republic of Indonesia in
accordance to Decision of Minister of Law and Human Right of Republic of
Indonesia No. AHU-0054857.AH.01.02 TAHUN 2024, dated 30 Agustus 2024, and
receipt of notification on the change of Articles of Association to Ministry of Law
and Human Right of Republic of Indonesia in accordance to Letter of Receipt of
Notification on the change of Articles of Association No. AHU-AH.01.03-0187828,
dated 30 Agustus 2024.
4. Transactions Parties and Relation with the Company
The Parties carried out the Transactions are consisting of:
a. The issuer of New Shares
MAS, which constitues the subsidiary of BKS, whilst BKS is the subsidiary of the Company
b. The Subcriber of the New Shares
BKS, constitutes the majority shareholder of MAS and also the subsidiary of the Company
5. Nature of the Affiliated Relationships of Transaction Parties with the Company
a. From the Issuer of Share Side:
51% shares of MAS owned by BKS, whereby 51% shares of BKS owned by the Company
b. From the Subscriber of Share Side:
BKS as the holder/owner of 51% shares of MAS and BKS is also the subsidiary of the Company with the
ownership of 51% also.
6. Considerations and Reasons for Conducting the Transaction Compared to Other Similar Transaction with
Non-Affiliated Parties
The Transaction was carried out with an Affiliated party and not with other third parties with the consideration for
maintaining or even increasing the share ownership of BKS and the Company in MAS, hence it could be avoided from
dilution of share ownership of BKS and the Company in MAS.
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III. SUMMARY OF APPRAISER’S REPORT ON THE SHARE VALUATION
Referring to the provisions in POJK 42/2020, to ensure the fairness of the Transaction carried out by the Company’s group,
the Company has appointed Kantor Jasa Penilai Publik (KJPP) Kusnanto & rekan (KR) to give valuation of 100.00% minority
shares of MAS, which has been stated in valuation report of 100.00% minority shares of MAS No. 00116/2.0162-
00/BS/05/0153/1/VIII/2024 dated 26 August 2024.
1. Transaction Parties
The transacting parties in the Transaction are BKS and MAS
2. The Valuation Object
The valuation object is the market value of 100.00% minority shares of MAS.
3. The Objective and Purpose of The Valuation
The objective of the valuation is to obtain an independent opinion on the market value of the valuation object stated in
Rupiah and/or its equivalency as of 30 June 2024.
The purpose of the valuation is to provide an overview on the market value of the valuation object which would then be
used as a reference and consideration by the Company's management in accordance to the implementation of the
Transaction and to comply with the applicable regulations, i.e. OJK Regulation 42/2020.
This valuation was performed in compliance with the provisions of OJK Rule No. 35/POJK.04/2020 concerning
Valuation and Presentation of Business Valuation Report in Capital Markets and Indonesian Valuation Standards
2018, Revised Edition SPI300, SPI310, SPI320, SPI330.
4. Assumptions and Limiting Conditions
This valuation was prepared based on the market and economic conditions, general business and financial conditions
as well as applicable Government regulations until the date of issuance of this valuation report.
The valuation of the valuation object performed with the discounted cash flow method was based on MAS’s financial
statements projections prepared by the management of MAS. In preparing the financial statements projections, various
assumptions were developed based on the performance of MAS in previous years and management’s plan for the future.
KJPP KR have made some adjustments to the financial statements projections in order to describe the operating
conditions and performance of MAS more fairly during the valuation. Overall, there were not any significant adjustments
that have been applied to the performance targets of MAS and reflect its fiduciary duty. KJPP KR are responsible for the
valuation and the fairness of the financial statements projections based on the historical performance of MAS and the
information from the management of MAS to such financial statements projections. KJPP KR are also responsible for the
valuation report of MAS and the final value conclusion.
In the valuation assignment, KJPP KR assumed the fulfillment of all conditions and obligations of the Company. KJPP
KR also assumed that from the date of the valuation until the date of issuance of the valuation report, there were no
changes that could materially affect the assumptions used in the valuation. KJPP KR are not responsible to reaffirm or
to supplement or to update KJPP KR opinion due to the changes in the assumptions and conditions as well as events
occurring after the report date.
In performing the analysis, KJPP KR assumed and relied on the accuracy, reliability, and completeness of all financial
information and other information provided to us by the Company and MAS or publicly available which were essentially
true, complete and not misleading and KJPP KR are not responsible to perform an independent investigation of such
information. KJPP KR also relied on assurances from the management of the Company and MAS that they did not know
the facts which led to the information given to us to be incomplete or misleading.
The valuation analysis of the valuation object was prepared using the data and information as disclosed above. Any
changes to the data and information may materially affect the outcome of KJPP KR opinion. KJPP KR are not responsible
for the changes in the conclusions of KJPP KR valuation as well as any losses, damages, costs or expenses caused by
undisclosed information which led the data obtained to be incomplete and/or could be misinterpreted.
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Since the result of KJPP KR valuation extremely depended on the data and the underlying assumptions, the changes in
the data sources and assumptions based on market data would change the result of our valuation. Therefore, KJPP KR
stated that the changes to the data used could affect the result of the valuation and that such differences could be
material. Although the content of this valuation report had been prepared in good faith and in a professional manner,
KJPP KR are unable to accept the responsibility for the possibility of the differences in KJPP KR conclusion caused by
additional analysis, the application of the valuation result as a basis to perform the analysis of the transaction or any
changes in the data used as the basis of the valuation. The valuation report of the Valuation Object represents a
non-disclaimer opinion and is an open-for-public report unless there was confidential information on such a report, which
might affect the operation of the Company and MAS.
KJPP KR work related to the valuation of the valuation object was not and could not be interpreted in any form, a review
or an audit or implementation of certain procedures of financial information. The work was also not intended to reveal
weaknesses in internal control, errors or irregularities in the financial statements or violation of the law. Furthermore,
KJPP KR have also obtained the information on the legal status MAS based on the articles of association of MAS.
5. The Valuation Methods Applied
The valuation methods applied in the valuation of the valuation object were discounted cash flow method and adjusted
net asset method.
The discounted cash flow method was used considering that the operations carried out by MAS in the future will still
fluctuate according to the estimated MAS’s business development. In performing the valuation through this method,
MAS’s operations were projected based on the estimated MAS’s business development. Future cash flows generated by
financial statements projections were converted into the present value using an appropriate discount rate to the level of
risks. The indicative value was the total present value of future cash flows.
In performing the valuation using adjusted net asset method, the value of all components of assets and liabilities should
be adjusted to its market value, except for component that has indicated its market value (such as cash/bank or bank
loan). Overall market value of the 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 approaches and valuation methods above KJPP KR considered to be the most suitable to be applied in this
assignment and had been approved by the management of the Company and MAS. It is possible that the application of
other valuation approaches and methods may give different results.
Furthermore, the values obtained from each of these methods are reconciled by weighting.
6. The Valuation Conclusion
Based on the analysis of all data and information that KJPP KR have received and by considering all relevant factors
affecting the valuation, therefore in KJPP KR opinion, the market value of the valuation object as of 30 June 2024 was
Rp 1,023.50 billion.
IV. SUMMARY OF THE FAIRNESS OPINION REPORT
Referring to the provisions in POJK 42/2020, to ensure the fairness of the Transaction carried out by the Company’s group,
the Company has appointed a KJPP KR to give fairness opinion on the Transaction, which has been stated in fairness opinion
report of the Transaction No. 00118/2.0162-00/BS/05/0153/1/VIII/2024 dated 30 August 2024.
1. Identities of the Transaction Parties
The transacting parties in the Transaction are BKS and MAS.
2. Object of Fairness Analysis
The transaction object in the fairness opinion of the Transaction is the transaction where MAS has increased its
authorized capital from 800,000 shares, equivalent to Rp 400.00 billion, to 906,728 shares with a nominal value of
Rp 500,000 per share, equivalent to Rp 453.36 billion. Subsequently, it has increased its issued and paid-up capital,
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which will be subscribed by BKS for 22,600 shares with a nominal value of Rp 500,000 per share, equivalent to 9.97%
of MAS shares, at an exercise price of Rp 4.80 million per share, resulting in a total transaction value of
Rp 108.48 billion.
3. Purpose of Fairness Opinion
Purpose and objective of the preparation of the fairness opinion on the Transaction is to provide an overview on the
fairness of the Transaction to the Company’s Directors from financial aspects and to comply with the applicable
regulations, i.e. OJK Regulation 42/2020.
4. Assumption and Limiting Conditions
The fairness opinion analysis on the Transaction was prepared using the data and information as disclosed above, such
data and information of which KJPP KR have reviewed. In performing the analysis, KJPP KR relied on the accuracy,
reliability and completeness of all financial information, information on the legal status of the Company and other
information provided to us by the Company or publicly available and KJPP KR are not responsible for the accuracy of
such information. Any changes to the data and information may materially influence the outcome of our opinion. KJPP
KR also relied on assurances from the management of the Company that they did not know the facts which led to the
information given to us to be incomplete or misleading. Therefore, KJPP KR are not responsible for the changes in the
conclusions of our fairness opinion caused by changes in those data and information.
The Company's financial projections before and after the Transaction was prepared by the Company's management.
KJPP KR have reviewed such financial projections and those financial projections have described the operating
conditions and performance of the Company. Overall, there were not any significant adjustments to be made to the
performance targets of the Company.
KJPP KR did not perform an inspection of the Company's fixed assets or facilities. In addition, KJPP KR also did not give
an opinion on the tax impact of the Transaction. The service KJPP KR provided to the Company in connection with the
Transaction merely was the provision of the fairness opinion on the Transaction, not accounting services, auditing or
taxation. KJPP KR did not perform observation on the validity of the Transaction from legal aspects and implication of
taxation aspects. The fairness opinion on the Transaction was only performed from economic and financial aspects. The
fairness opinion report on the Transaction represented a non-disclaimer opinion and was an open-for-public report unless
there was confidential information on such report, which might affect the Company's operations. Furthermore, KJPP KR
have also obtained the information on the legal status of the Company and BKS based on the articles of association of
the Company and BKS.
KJPP KR’s work related to the Transaction was not and could not be interpreted in any form, a review or an audit or an
implementation of certain procedures of financial information. The work was also not intended to reveal weaknesses in
internal control, errors or irregularities in the financial statements or violation of law. In addition, KJPP KR did not have
the authority and was not in a position to obtain and analyze a form of other transactions that existed and might be
available to the Company other than the Transaction and the effect of these transactions to the Transaction.
This fairness opinion was prepared based on the market and economic conditions, general business and financial
conditions as well as government regulations related to the Transaction on the issuance date of this fairness opinion.
In preparing the fairness opinion, KJPP KR applied several assumptions, such as the fulfillment of all conditions and
obligations of the Company as well as all parties involved in the Transaction. Transaction would be executed as described
accordingly to a predetermined time period and the accuracy of the information regarding the Transaction which was
disclosed by the Company's management.
The fairness opinion should be viewed as a whole and the use of partial analysis and information without considering
other information and analysis as a whole may cause a misleading view and conclusion on the process underlying the
fairness opinion. The preparation of the fairness opinion was a complicated process and might not be possible to perform
through incomplete analysis.
KJPP KR also assumed that from the issuance date of the fairness opinion until the execution date of the Transaction,
there were no changes that could materially affect the assumptions used in the preparation of the fairness opinion. KJPP
KR are not responsible to reaffirm or to supplement or to update our opinion due to the changes in the assumptions and
conditions as well as events occurring after the letter date. The calculation and analysis in the fairness opinion have been
performed properly and KJPP KR are responsible for the fairness opinion report.
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The conclusion of the fairness opinion is applicable for no changes that might materially impact on the Transaction. Such
changes include, but not limited to, the changes in conditions both internally on the Company and externally on the market
and economic conditions, general conditions of business, trading and financial as well as government regulations of
Indonesia and other relevant regulations after the issuance date of the fairness opinion report. Whenever after the
issuance date of the fairness opinion report such changes occur, the fairness opinion on the Transaction might be
different.
5. The Approach and Valuation Method
In evaluating the fairness opinion on the Transaction, KJPP KR had performed analysis through the approaches and
procedures of the fairness opinion on the Transaction as follows:
• Analysis of the Transaction;
• Qualitative and quantitative analysis of the Transaction; and
• Analysis of the fairness on the Transaction.
6. Fairness Opinion on the Transaction
Based on the scope of works, assumptions, data, and information acquired from the Company's management which was
used in the preparation of this fairness opinion report, a review of the financial impact on the Transaction as disclosed in
the fairness opinion report, therefore in KJPP KR’s opinion, the Transaction is fair.
V. STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
1. Statement of the Board of Directors
The Board of Directors declares that this Affiliated Transaction has fulfilled adequate procedures in accordance with
the Company's internal policies in order to ensure that Affiliated Transactions are carried out in accordance with good
and generally accepted business practices; and
The Board of Directors declares that Transaction is Affiliated Transaction as referred in OJK Regulation No. 42/2020,
however, is not Material Transaction as referred in OJK Regulation No. 17/2020.
2. Statement of the Board of Commissioners and Board of Directors
The Board of Commissioners and the Board of Directors declare that:the Transaction is not a Conflict of Interest
Transactions as referred to in OJK Regulation No. 42/2020 and all material information has been disclosed in this
Disclosure of Information and the information is not misleading and can be properly accountable.
VI. ADDITIONAL INFORMATION
If the shareholders require further information on the Transaction, the shareholders may contact the Company at the address,
as follows:
PT Pantai Indah Kapuk Dua Tbk
Office Tower Agung Sedayu Group 8th dan 10th Floor, Unit G
Jl. Marina Raya, Kamal Muara, Penjaringan, Jakarta Utara 11470, Indonesia
Phone: (021) 3973 4100
Website: www.pantaiindahkapukdua.com
Email: corporate.secretary@pantaiindahkapukdua.com /corporate.secretary@agungsedayu.com
Names mentioned 13 people and organisations named in the text · linked when the evidence is strong
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FINANCIAL SERVICES AUTHORITY
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Menteri Hukum dan Hak Asasi Manusia Republik Indonesia
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Ministry of Law And Human Right of Republic of Indonesia
p.2 ×3
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Edison Jingga
· Notaris
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Minister of Law and Human Right of Republic of Indonesia No. AHU-
p.2
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KJPP KR
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KJPP KR’s
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