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20240801_GMTD_Rencana Transaksi Material Dengan Persetujuan RUPS_31690323_lamp1.pdf
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DISCLOSURE OF INFORMATION
PT GOWA MAKASSAR TOURISM DEVELOPMENT TBK (“COMPANY”)
THIS DISCLOSURE OF INFORMATION IS INTENDED TO THE COMPANY'S
SHAREHOLDERS IN ORDER TO COMPLY WITH THE FINANCIAL SERVICES
AUTHORITY REGULATION NO. 17/POJK.04/2020 CONCERNING MATERIAL
TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES.
THE INFORMATION AS CONTAINED IN THIS INFORMATION DISCLOSURE IS
IMPORTANT FOR THE COMPANY'S SHAREHOLDERS TO READ AND NOTE.
IF YOU EXPERIENCE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION AS
CONTAINED IN THIS INFORMATION DISCLOSURE OR DOUBT IN MAKING A
DECISION, YOU SHOULD CONSULT WITH A SECURITIES BROKER, INVESTMENT
MANAGER, LEGAL ADVISOR, PUBLIC ACCOUNTANT OR OTHER PROFESSIONAL
ADVISOR.
PT. Gowa Makassar Tourism Development Tbk
Kegiatan Usaha Utama:
Real Estate and Tourism Areas
Kantor Pusat:
Mall GTC GA-9 No. 1B
Jl. Metro Tanjung Bunga
Makassar 90134, Sulawesi Selatan,Indonesia
Telepon: +62 411 811 3456
Website: www.tanjungbunga.com
Email: coRporate.secretary@tanjungbunga.com
THE COMPANY'S BOARD OF DIRECTORS PROVIDE INFORMATION AS CONTAINED
IN THIS INFORMATION DISCLOSURE WITH THE INTENTION TO PROVIDE MORE
COMPLETE INFORMATION AND DESCRIBE TO THE COMPANY'S SHAREHOLDERS
ON THE PROPOSED TRANSACTIONS DUE TO THE COMPANY'S COMPLIANCE WITH
FINANCIAL SERVICES AUTHORITY REGULATION NO. 17/POJK.04/2020
CONCERNING MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS
ACTIVITIES.
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THE COMPANY'S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS,
SOLELY OR JOINTLY, DECLARE THAT THEY ARE FULLY RESPONSIBLE FOR THE
ACCURATENESS AND COMPLETENESS OF ALL INFORMATION OR MATERIAL
FACTS AS DISCLOSED IN THIS DISCLOSURE AND ACKNOWLEDGE THAT AFTER
CONDUCTING A CAREFUL AND COMPLETE ASSESSMENT TO THE BEST OF THEIR
KNOWLEDGE AND BELIEFS, AFFIRM THAT THE MATERIAL INFORMATION
CONTAINED IN THIS DISCLOSURE IS CORRECT AND THERE ARE NO OTHER
MATERIAL FACTS THAT ARE NOT BEING DISCLOSED OR OMMITED SO THAT IT
CAUSE THE INFORMATION PROVIDED IN THIS DISCLOSURE TO BE INCORRECT
AND/OR MISLEADING.
This Disclosure is published on August 1, 2024
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DEFINISI
Securities Administration Bureau or BAE means PT Sharestar Indonesia domiciled in
Jakarta, Indonesia.
Indonesian Stock Exchange or BEI means the stock exchange as defined in Article 1
number 4 Capital Market Law, in this case organized by PT Bursa Efek Indonesia, domiciled
in Jakarta, or another exchange to be decided later, where the Company's shares are listed.
Director means a member of the Company's Board of Directors who is currently serving on
the date of this Disclosure.
Transaction Proposed Document means every document, agreement, agreement, deed,
minutes and other written documents that will be made in connection with the Proposed
Transaction.
MOLHR means the Ministry of Law and Human Rights of the Republic of Indonesia.
Commissioner means a member of the Company's Board of Commissioners who is currently
serving on the date of this Disclosure.
OJK means the abbreviation of Otoritas Jasa Keuangan (the Financial Services Authority), an
independent institution, which has the functions, duties and authority of regulation, supervision,
inspection and investigation as intended in Law Number 21 of 2011 concerning the Financial
Services Authority ("Law Number 21 of 2011" ). As of 31 December 2012, the functions,
duties and authority for the regulation and supervision of financial services activities in the
Capital Markets sector have shifted from the Minister of Finance and the Capital Markets and
Financial Institutions Supervisory Agency to the OJK, in accordance with Article 55 of Law
Number 21 of 2011.
Shareholders mean the Company's shareholders whose names are registered in the
Company's shareholder list issued by the Securities Administration Bureau.
Company means PT Gowa Makassar Tourism Development Tbk, a public limited company
whose shares are listed on the Indonesian Stock Exchange, which was established and
operated under the laws of the Republic of Indonesia, domiciled in Makassar City.
POJK No. 15/2020 means OJK Regulation Number 15/POJK.04/2020, dated 20 April 2020
concerning Plans and Implementation of the General Meeting of Shareholders of Public
Companies.
POJK No. 17/2020 means Financial Services Authority Regulation Number 17/POJK.04/2020,
dated 20 April 2020 concerning Material Transactions and Changes in Business Activities.
POJK No. 42/2020 means OJK Regulation Number 42/POJK.04/2020, dated 1 July 2020
concerning Affiliate Transactions and Conflicts of Interest in Certain Transactions.
PT SLD means PT Surya Land Development, a limited liability company, established and
operated under the laws of the Republic of Indonesia, domiciled in Makassar City.
PT SMM means PT Sulawesi Multi Molindo, a limited liability company, established and
operated under the laws of the Republic of Indonesia, domiciled in Makassar City.
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Proposed Transaction means the propsed transaction that will be conducted between the
Company and PT SMM and PT SLD as will be further described in the Preliminary Section of
this Information Disclosure.
GMS means Extraordinary General Meeting of Shareholders.
Affiliate Transaction means any activity and/or transaction carried out by a public company
or controlled company with an Affiliate of a public company or an Affiliate of a member of the
Board of Directors, member of the Board of Commissioners, main shareholder or controller,
including any activity and/or transaction carried out by the company public or controlled
companies for the benefit of affiliates of public companies or affiliates of members of the
Board of Directors, members of the Board of Commissioners, major shareholders or
controllers as intended in Article 1 number 3 POJK No. 42/2020.
Material Transaction means any transaction carried out by a public company or controlled
company that meets the value threshold as set out in POJK No. 17/2020.
INTRODUCTION
The information as stated in this Disclosure was prepared in connection with the Company's
proposed plan to sell 463,213 m2 of land located in Tanjung Mardeka Village and Barombong
Village, Tamalate District, Makassar City, South Sulawesi Province, which is divided as
follows:
- 224,466 m2 will be sold to PT SMM and
- 238,747 m2 sold to PT SLD
which is part of the inventory land ("Proposed Transaction").
In principal, this Proposed Transaction is a Material Transaction which is excluded pursuant
Article 13 paragraph 1 POJK No. 17/2020 because the Proposed Transaction is part of the real
estate business activities carried out by the Company in order to generate business income
that is performed routinely, repeatedly and/or sustainably. However, due to obtainment of
approval from the Company's Shareholders in the GMS and fulfilling the procedures as
regulated in POJK No. 17/2020 is a prerequisite condition from the proposed buyers to sign
the Proposed Transaction Document, so the Company intends to comply with the provisions of
POJK No. 17/2020, including the implementation of procedures to obtain approval from the
Company's Shareholders through the GMS.
Therefore, before implementing the Proposed Transaction, the Company will comply with the
provisions of POJK No. 17/2020 in connection with the implementation of the Proposed
Transaction.
Considering that the Company and PT SLD and PT SMM as well as the directors, board of
commissioners and controllers of each company do not have an affiliate relationship as
regulated in POJK No. 42/2020, therefore this Proposed Transaction is not an Affiliate
Transaction and does not contain a conflict of interest as referred to in POJK No. 42/2020.
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BRIEF DESCRIPTION OF THE PROPSED TRANSACTION
I. REASON AND BACKGROUND
The Company pioneered the development of the Tanjung Bunga area first by
groundbreaking the construction of the Tanjung Bunga Metro Road which connects
Makassar City with Gowa Regency and Takalar Regency for approximately 7.5
kilometers. Two years later after the initial investment and infrastructure development,
precisely in 1997-1998, the Company began to operate commercially, which was marked
by the start of construction of several housing clusters. The first housing cluster
developments in the Tanjung Bunga area at that time were Taman Toraja and Taman
Losari. The Tanjung Bunga area has now developed into an independent city with
various complete and modern facilities. The Company has also completed a master plan
for the development of the area which includes increasing accessibility, sustainable
spatial planning and extensive use of the landscape.
As a leading property company pioneer in the Eastern Indonesia region, the Company
intends to continue to strengthen its various capabilities on an ongoing basis and expand
regionally. This is a manifestation of the Company's strategic plan to develop business in
the integrated property sector.
Seeing the dynamics of macroeconomic developments which are still shrouded in
uncertainty, the Company agrees that in the future there will be several challenges that
must be anticipated. In line with the Company's initiative to embark its journey towards a
sustainable future, which was hindered when the global pandemic happened in March
2020, the Company is embarking on a new chapter in its journey to realize the Company's
vision, namely building a pilot model for a city of the future equipped with supporting
facilities and infrastructure. In order for t the Company to continue to grow its business in
the future, improve its infrastructure, complete and expand its land supply (land bank
enhancement and replenishment), the Company feels it is necessary to acquire land, as
well as develop new clusters, both in the area around Tanjung Bunga as well as other
areas that are considered potential and have good economic benefits, and of course
doing all these things while maintaining the health of the balance sheet and the zero-
leverage position (zero debt level) which has been achieved so far.
Therefore, the Company intends to sign a Proposed Transaction Document with PT SMM
and PT SLD, where later on the use of proceeds obtained from this Proposed Transaction
will be used for the following matters:
1. Development of the Company's business activities; And
2. Complement and expand the Company's land ownership, which is currently spread
across several areas in Makassar City, with the objective of integrated or one unit
Company's land ownership areas.
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II. BENEFITS OF PROPOSED TRANSACTION
The Company has considered that the impact of implementing the Proposed Transaction
will provide several positive benefits, especially for the Company's financial performance
as explained as follows:
The Company ascertains the need for a comprehensive development plan so that the
Company can continue its business growth in the future, improve infrastructure, complete
and expand land supplies (land bank enhancement and replenishment), carry out land
acquisition, as well as develop new clusters, and of course carry out all of these things
while maintaining the sounds of the balance sheet and the zero-leverage position (zero
debt level) which has so far been achieved well.
Based on the pro forma financial report, the Company's total equity will increase to
approximately RP 4,153,014,198,083. In terms of profitability, the Company will record
additional profits in the current year amounting to approximately RP 3,569,030,857,061.
Net profit for the current year will increase from RP 119,734,030,582 to RP
3,688,764,887,643. This increases shareholder value for the Company's Shareholders.
With a stronger cash balance structure after the implementation of the Proposed
Transaction, it allows the Company to develop long-term strategic plans.
III. INFORMATION ABOUT THE PARTIES TO THE TRANSACTION
1. COMPANY
a. Brief History
The Company was originally established under the name PT Gowa Makassar
Tourism Development CoRporation based on the Deed of Establishment No. 34
dated May 14, 1991, made before Notary Haji Abdullah Ashal, S.H., Notary in
Makassar, which was later amended by Deed No. 5 dated August 7, 1998 made
before Notary Dorcas Latanna, S.H., Notary in Makassar and has obtained
approval from the Minister of Justice of the Republic of Indonesia based on
Decree No. C-2288 HT.01.01.Th 99 dated February 3, 1999 and announced in the
State Gazette of the Republic of Indonesia No. 44, Supplement No. 3221 dated
June 1, 1999.
The Company's Articles of Association have undergone several changes, most
recently with the Deed of Statement of GMTD Meeting Resolution No. 4 dated
December 13, 2023 made before Ridwan Nawing, S.H., Notary in Makassar City,
who has obtained a Notification Receipt from the Minister of Law and Human
Rights in letter No. AHU-AH.01.03-0155814 dated December 13, 2023 which has
been registered in the Company's Register No. AHU-0252665. AH.01.11.YEAR
2023 dated December 13, 2023 ("Deed No. 4/2023")
b. Business Activities
Based on the provisions of Article 3 of the Company's Articles of Association as
stipulated in Deed No. 4/2023, the Company's Proposed and objectives are to do
business in the field of Real Estate and Tourism Areas, including carrying out
business activities, one of which is self-owned real estate which includes the
purchase, sale of purchases, sales, rentals and operations of real estate both
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owned and leased, such as apartment buildings, residential buildings and non-
residential buildings (such as storage facilities/warehouses, malls, shopping
centers and others) as well as the provision of houses and flats or apartments with
or without furniture for permanent use, either monthly or yearly. This includes land
sales activities, development of buildings to be operated by themselves (for the
rental of spaces in the building), division of real estate into kapling land without
land development and operation of residential areas for movable houses.
c. Capital Structure and Composition of Shareholders
The Company's Capital Structure and Shareholder Structure based on Deed No.
4/2023 and the Register of Shareholders ("DPS") prepared by BAE dated 30 June
2024 are as follows:
Par Value of
Number of
Information Shares %
Shares
(RP)
Authorized Capital (@RP50) 2,400,000,000
Authorized Capital 2,400,000,000 120,000,000,000
Issued and Fully Paid-up Capital
1,015,380,000 50,769,000,000
(@RP50)Total Paid-up Capital
1,015,380,000 50,769,000,000
Register of Shareholders:
PT Makassar Permata Sulawesi 330,000,000 16,500,000,000
Pemerintah Daerah Tingkat I 132,000,000 6,600,000,000
32.5
Sulawesi Selatan 66,000,000 3,300,000,000
13
Pemerintah Daerah Tingkat II
6.5
Kotamadya Makassar 66,000,000 3,300,000,000
Pemerintah Daerah Tingkat II 66,000,000 3,300,000,000
6.5
Kabupaten Gowa
6.5
Yayasan Partisipasi Pembangunan 355,380,000 17,769,000,000
Sulawesi Selatan
35
Publik (masing-masing kurang dari
5%)
1,015,380,000 50,769,000,
Issued and Fully Paid-up Capital 100
000
Remaining Shares in the Portfolio - - -
d. Management and Supervision
Based on the Deed of Statement of the Decision of the GMTD Meeting No. 8
dated 14 June, 2024 made before Ridwan Nawing, S.H., Notary in Makassar City,
who has obtained the Receipt of Notification from the Minister of Law and Human
Rights in letter No. AHU-AH.01.09-0220673 dated 1 July, 2024, the composition of
the Board of Directors and the Board of Commissioners of the Company is as
follows:
Board of Commissioners
President Commissioner/Independent : Didik Junaedi Rachbini
Independent Commissioner : Irawan Yusuf
Independent Commissioner : Hinca Ikara Putra Pandjaitan XIII
Independent Commissioner : Primus Dorimulu
Commissioner : Theo L. Sambuaga
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Commissioner : Muhammad Firda
Commissioner : Maqbul Halim
Commissioner : Haripuddin
Director
President Director : Ali Said
Director : Danang Kemayanjati
Director : Iqbal Farabi
1. PT SMM
a. Brief History
PT SMM was established pursuant to the Deed of Establishment of PT SMM No.
278 dated 18 May 2010, made before Notary Abdul Muis, S.H., M.H., Notary in
Makassar, has obtained approval from the Minister of Law and Human Rights
based on Decree No. AHU-03153.AH.01.01.Year 2011 dated 20 January 2011
(“Deed of Establishment of PT SMM”).
The Articles of Association of PT SMM have taken several changes, most recently
with the Deed of Minutes of the Extraordinary General Meeting of Shareholders
No. 14 dated 7 March 2024 made before Notary Betsy Sirua, S.H., Notary in
Makassar, who has obtained Approval for Amendments to the Articles of
Association from the Minister of Law and Human Rights ("Menkumham") in letter
No. AHU-0018786.AH.01.02.TAHUN 2024 dated March 23 2024 and receipt of
notification from the Minister of Law and Human Rights in letter No. AHU-
AH.01.09-0116945 dated 23 March 2024 which has been registered in the
Company Register No. AHU-0060981.AH.01.11.TAHUN 2024 dated 23 March
2024 (“Deed No. 14/2024”).
b. Business activities
Based on the provisions of Article 3 of PT SMM's Articles of Association as
contained in Deed No. 14/2024, puRpose and objectives of PT SMM are to
operate in the Real Estate and Construction sector.
c. Capital Structure and Shareholder Composition
Capital Structure and Shareholder Composition of the Company based on Deed
No. 14/2024 are as follows:
Par Value of
Number of
Information Shares %
Shares
(Rp)
Authorized Capital
5,000
(@Rp1,000,000)
Authorized Capital 5,000 5,000,000,000
Issued and Fully Paid Up Capital
2,500 2,500,000,000
(@Rp1,000,000)
2,500 2,500,000,000
Total Paid-in Capital
List of Shareholders:
Tun Fendy Unggul 2,450 2,450,000,000 98
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Heriady 50 50,000,000 2
Issued and Fully Paid Up Capital 2,500 2,500,000,000 100
Remaining Shares in Portepel - - -
a. Management and Supervision
Based on Deed no. 14/2024, the composition of the Board of Directors and Board
of Commissioners of PT SMM is as follows:
Board of Directors
President Director : Heriady
Director : Cheah Siew Ching
Board of Commissioners
Comissioner : Tun Fendy Unggul
2. PT SLD
a. Brief History
PT SLD was established based on Deed of Establishment No. 01 dated February
1 2024, made before Notary Soewandi Michael Barya Sugiyo, S.H., M.Kn., Notary
in Gowa Regency, has received approval from the Minister of Law and Human
Rights based on Decree No. AHU-0009954.AH.01.01.TAHUN 2024 dated
February 5 2024 and registered in the company register No. AHU-
0026167.AH.01.11.YEAR 2024 (“Deed of Establishment of PT SLD”).
b. Busieness Activities
Based on the provisions of Article 3 of PT SLD's Articles of Association as
contained in the Deed of Establishment of PT SLD, the purspose and objectives of
PT SLD are to operate in the field of Real Estate and Professional, Scientific and
Technical Activities.
c. Capital Structure and Shareholder Composition
The Capital Structure and Shareholder Composition of PT SLD based on the
Deed of Establishment of PT SLD is as follows:
Par Value of
Number of
Informatoin Shares %
Shares
(Rp)
Authorized Capital
11,000
(@Rp1,000,000)
Authorized Capital 11,000 11,000,000,000
Issued and Fully Paid up Capital
10,010 10,010,000,000
(@Rp1,000,000)
10,010 10,010,000,000
Total Paid-in Capital
List of Shareholders
Ivana Sumawi Ng 9,710 9,710,000,000 97
Wong Kum Loong 300 300,000,000 3
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Issued and Fully Paid up Capital 10,010 10,010,000,000 100
Remaining Shares in Portepel - - -
d. Management and Supervision
Based on the Deed of Establishment of PT SLD, the composition of the Directors
and Board of Commissioners of PT SLD is as follows:
Board o Directors
President Director : Ivana Sumawi Ng
Director : Cheah Siew Ching
Board of Commissioners
Comissioner : Wong Kum Loong
IV. INFORMATION OF THE PROPOSED TRANSACTION
Brief description of the Proposed Transaction between the Company, PT SMM, and
PT SLD
a. The Parties
(i) The Company as proposed Seller; and
(ii) PT SMM and PT SLD as proposed Buyer
b. Object of the Proposed Transaction
Several land plots with total area of 463,213 m2 located in Tanjung Mardeka dan
Barombong Regency, Subdistrict Tamalate, Makassar City, South Sulawesi
Province, divided as follows:
- 224,466 m2 to be entered into transaction by the Company and PT SMM; and
- 238,747 m2 to be entered into transaction by the Company and PT SLD.
c. Amount of the Proposed Transaction
Total amount of the Proposed Transaction is Rp3,781,056,000,000, divided as
follows:
- Rp3,064,815,000,000 for proposed sale and purchase of 224,466 m2 to be
entered into transaction by the Company and PT SMM; and
- Rp716,241,000,000 for proposed sale and purchase of 238,747 m2 to be
entered into transaction by the Company and PT SLD.
d. Condition Precedent
The Proposed Transaction will be executed upon the completion of due diligence
od the land ownership documents and the Company had announced Disclosure of
Information as stipulated under POJK No. 17/2020 and had obtained coRporate
approval of the Company as the proposed seller, among others approval from the
Shareholders of the Company by GMS.
V. NATURE OF THE PROPOSED TRANSACTION
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Referring to Financial Statement for the period ended 30 April 2024 audited by Public
Accountant Amir Abadi Jusuf, Aryanto, Mawar & Rekan, the total equity of the Company
amounting Rp816,484,596,726. The Proposed Transaction is part of the real estate
business of the Company to generate revenue which performed regularly, reccuring
and/or continuously. However, in order to comply with the prerequisite to sign the
Proposed Transaction Document which to obtain approval of Proposed Transaction from
the Shareholders by GMS, and considering the amount of Proposed Transaction Rp
Rp3,781,056,000,000, where the amount of Proposed Transaction is 463.09% of the
equity of the Company, therefore the Company abide to comply to the procedure of
Material Transaction as regulated under POJK No. 17/2020 including to obtain approval
from Shareholders in the Extraordinary GMS of the Company.
VI. THE AFFILIATION OF THE PARTIES IN THE TRANSACTION
The Company, has no affiliation with PT SMM and PT SLD as stipulated under POJK No.
42/2020.
THE IMPACT OF THE TRANSACTION TO THE COMPANY
The performance of the Proposed Transaction may affect the financial condition of the
Company. The financial condition of the Company before and after the performance of the
Proposed Transaction shall be elaborated below. Here is the overview of the Company
financial condition before the performance of the Proposed Transation and proforma of the
financial condition of the Company after the performanc of the Proposed Transaction.
(in million Indonesia Rupiah)
30 April Adjustment 30 April
24 24
(prior the (after the
Description
Proposed Db Cr Proposed
Transacti Transacti
on) on)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalent 32,253 31,056 63,309
Other Current Financial Assets 306 306,
Inventories 549,651 205,473 755,125
Advances 18,409 18,409
Prepaid Taxes 13,594 13,594
Prepaid Expenses 6,508 6,508
Total Current Assets 620,724 236,529 857,254
NON-CURRENT ASSETS
Other Non-Current Financial
136,291 136,291
Assets
Investment in Associate 117,231 117,231
Property and Equipment 16,195 16,195
Intagible Asset 54 54
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30 April Adjustment 30 April
24 24
(prior the (after the
Description
Proposed Db Cr Proposed
Transacti Transacti
on) on)
Deferred Tax Assets 203 203
3,100,00
Land for Development 290,864 3,390,864
0
3,100,00
Total Non-Current Assets 560,842 3,660,842
0
3,336,52
TOTAL ASSETS 1,181,567 4,518,096
9
LIABILITIES AND EQUITY
CURRENT LIABILITY
Trade Accounts Payable 19,157 19,157
Accrued Expenses 32,068 32,068
Taxes Payable 1,013 1,013
Short-Term Bank Loan 10,000 10,000
Contract Liabilities 212,605 212,605
Deferred Income 207 207
Total Current Liabilities 275,052 275,052
NON-CURRENT LIABILITIES
Due to Related Parties Non-
66 66
Trade
Post-employment Benefits
5,647 5,647
Liabilities
Contract Liabilities 84,317 84,317
Total Non-Current Liabilities 90,030 90,030
Total Liabilities 365,082 365,082
EQUITY
Capital Stock 50,769 50,769
Additional Paid-in Capital 5,600 5,600
Other Equity Component 25 25
3,336,52
Retained Earnings 760,089 4,096,619
9
Total Equity Attributable to
816,484 816,484
Owners of the Parent
Non-Controlling Interest - -
3,336,52
Total Equity 816,484 4,153,014
9
3,336,52
Total Liabilities and Equity 1,181,567 4,518,096
9
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Based on the financial proforma of the Company as setforth above, the Proposed
Transaction shall have positive impact to the financial position of the Company.
SUMMARY OF THE ASSESSOR'S REPORT
The Company has appointed the Public Valuation Services Office of Febriman, Siregar &
Rekan ("KJPP FSR") as an official KJPP that has obtained a Business License from the
Minister of Finance based on the Decree of the Minister of Finance No. 459/KM.1/2020 dated
17 September 2020 which is registered as a capital market support profession at the OJK
with a Registered Certificate (STTD) of the Capital Market Support Profession from the OJK
Number: STTD. PPB-41/PM.223/2019 dated 31 July 2019 as an Appraiser of
Property/Assets and Business in the Capital Market.
A. Summary of the Independent Appraiser's Report based on Report No. 00329/2.0109-
08/PI/10/0646/1/VII/2024 dated 31 July 2024
1. Party Identity
Company
2. Assessment Object
1. Land Only, with a total area of 172,640 m², which is located on Jalan Metro
Tanjung Bunga, Tanjung Mardeka Village, Tamalate District, Makassar City, South
Sulawesi Province.
2. Vacant land, with a total area of 14,639 m², which is located on Jalan Metro
Tanjung Bunga, Tanjung Mardeka Village, Tamalate District, Makassar City, South
Sulawesi Province.
3. Vacant Land, with a total area of 33,331 m², which is located on Tanjung Bunga
Metro Street, Tanjung Mardeka Village, Tamalate District, Makassar City, South
Sulawesi Province.
4. Vacant Land, with a total area of 238,747 m², located on Jalan Abd. Rauf Daeng
Bani, Barombong Village, Tamalate District, Makassar City, South Sulawesi
Province.
5. Vacant land, with a total area of 3,856 m², located on Jalan Metro Tanjung Bunga,
Tanjung Mardeka Village, Tamalate District, Makassar City, South Sulawesi
Province.
3. Assessment Objectives
This Property Valuation Report aims to examine the market value of the Valuation
Object, with the aim of buying and selling transactions. This assessment is carried out
and used for the benefit of the Financial Services Authority (OJK).
4. Assumptions and Limiting Conditions
In the preparation of the Property Valuation Report, KJPP FSR uses several
assumptions and limiting conditions, including:
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a. This assessment report is a non-disclaimer opinion;
b. This property valuation has conducted a review of the documents used in the
valuation process;
c. The data and information obtained are sourced from or validated by the Indonesia
Appraiser Professional Society (MAPPI);
d. This assessment report is open to the public;
e. The Property Appraiser is responsible for the Property Valuation Report and the
conclusion of the final Value;
f. Assets covered by this valuation are considered to be under legal ownership;
g. All ongoing claims, disputes and mortgages, if any are negligible and assets that
are valued as if they were clean under the owner's responsibility;
h. This assessment has been carried out in accordance with OJK Regulation
Number 28/POJK.04/2021 concerning the Assessment and Presentation of
Property Valuation Reports in the Capital Market and OJK SE Number
33/SEOJK.04/2021 concerning Guidelines for the Valuation and Presentation of
Property Valuation Reports in the Capital Market;
i. The valuation standards in this valuation report are the standards applicable in
OJK Regulation Number 28/POJK.04/2021 concerning Valuation and Presentation
of Property Valuation Reports in the Capital Market and OJK SE Number
33/SEOJK.04/2021 concerning Guidelines for Valuation and Presentation of
Property Valuation Reports in the Capital Market;
j. The information that has been provided by other parties to KJPP FSR as
mentioned in the assessment report is considered worthy and reliable, but KJPP
FSR is not responsible if it turns out that the information provided is proven to be
inconsistent with the real thing. Information that is stated without mentioning the
source is the result of our review of existing data, examination of documents or
information from authorized government agencies. The responsibility to double-
check the correctness of such information lies entirely on the client's part;
k. We have no interest either now or in the future in the property assessed, nor in the
value reported;
l. The amount of the valuation service fee does not depend on the amount of value
reported;
m. The values listed in this report as well as any other values in the report that are
part of the assessment object are valid only in accordance with the intent and
Proposed of the assessment. The values used in this assessment report must not
be used for other assessment Proposeds that may result in errors;
n. KJPP FSR does not permit the use in whole or in part or as a reference of the
Assessment of this Report in any document, circular, statement, reference or
published in any form without the express written permission of KJPP FSR;
o. The FSR KJPP is not obliged to testify or appear before a court or government
official, if it is not related to the Proposed and Proposed of this report, and is
outside the scope of the assignment;
p. If in the future the Assessor is asked to provide explanations and presentations
that are carried out outside the work area of our office, as well as to parties other
than the assignor and service users, then all forms of costs incurred become the
burden of the assignor;
q. This Assessment Report is invalid if it is not affixed with the signature of the
Leader of the Associate or Associate and the seal of the public valuation service
office (coRporate seal) from KJPP FSR;
r. The data and information provided by the Assignor and/or the Owner of the
Valuation Object to us for the Proposed of valuation of this property is true,
accurate, complete and in accordance with the actual circumstances, and has not
been changed until the date of issuance of this valuation report;
s. The designation of objects, sizes and specifications by the Assignor or on our
behalf assumes to be the object of assessment..
14
Page 15
5. Assessment Approaches and Methods
By paying attention to the scope of work and referring to OJK Regulation Number
28/POJK.04/2021 concerning the Assessment and Presentation of Property Valuation
Reports in the Capital Market and OJK Circular Letter Number 33/SEOJK.04/2021
concerning Guidelines for the Valuation and Presentation of Property Valuation Reports
in the Capital Market and the 2018 Indonesia Valuation Standards (SPI), KJPP uses a
relevant approach used in this assessment, namely the Market Approach (Market
Approach). The method used in making adjustments is the Overall Adjusment / Pluses
Minuses. Adjustments are made by directly comparing the overall advantages and
disadvantages of the assessment object with the comparative property
6. Kesimpulan Nilai
By using the usual valuation methods, as well as taking into account all factors that
affect and based on the assumptions and conditions of the applicable restrictions, KJPP
is of the opinion that the Market Value Indication of the Transaction Object above, as of
April 30, 2024, is Rp3,773,350,000,000
B. Summary of the Fairness Opinion Report based on Report No. 00659/2.0109-
05/BS/03/0069/1/VIII/2024 dated 1 August 2024
1. Party Identity
a. Company;
b. PT SMM; and
c. PT SLD
2. Assessment Object
The Asset Sale and Purchase Proposed Transaction in the form of land owned by the
Company is worth RP 3,781,056,000,000.
3. Assessment Objectives
This Fairness Opinion Report aims to examine the fairness of the Proposed
Transaction related to the Financial Services Authority Regulation
No.17/POJK.04/2020 concerning Material Transactions and Changes in Main
Business Activities.
4. Assumptions and Limiting Conditions
In the preparation of the Fairness Opinion Report, the FSR KJPP uses several
assumptions and limiting conditions, namely:
a. This Fairness Opinion Report is a non-disclaimer opinion.
b. KJPP FSR has conducted a review of the documents used in the assessment
process.
c. The data and information obtained by KJPP FSR come from sources that can be
trusted and accurate.
d. KJPP FSR uses adjusted financial projections that reflect the fairness of financial
projections made by management with the ability to achieve them (fiduciary duty).
e. KJPP FSR is responsible for the implementation of the Assessment and fairness
of the adjusted financial projections.
15
Page 16
f. KJPP FSR produces a Business Valuation Report that is open to the public,
unless there is confidential information that may affect the company's operations.
g. KJPP FSR is responsible for the Business Valuation Report and Conclusions of
the Fair Opinion.
h. KJPP FSR has obtained information on the legal status of the object of
assessment from the assignee.
i. KJPP FSR assumes that since the Proposed Transaction until the issuance of this
reasonableness opinion, there has not been any change that materially affects the
Proposed Transaction.
j. KJPP FSR assumes that the Company complies with all regulations set by the
government, especially those related to the Company's operations, both in the
past and in the future.
k. KJPP FSR assumes that the legality owned by the Company is not a problem
either legally or other problems both before and after the Proposed Transaction.
l. KJPP FSR assumes that the Company has fulfilled and will fulfill its obligations
related to taxation, levies and other levies in accordance with applicable
regulations.
m. KJPP FSR has obtained information on the terms and conditions in the
agreements related to the Proposed Transaction from the Company.
n. Reports are prepared only for the Proposeds and Proposeds stated in the report.
We are not responsible to any party other than the Assignor in question. Other
parties who use this report are responsible for all risks incurred.
o. The appraiser does not conduct research and investigations related to the truth of
legality and debts and receivables that result in losses on the appraised property
because it is not the scope of the appraiser's work. We assume that the object
assessed is free from all lawsuits.
p. The field inspection that we carried out only on the condition of the assets stated
in this report is a visible condition. So it is not intended to check the condition of
the property below the ground/water level, does not investigate the feasibility of
construction (building audit) and does not investigate the technical condition in
detail.
q. We do not conduct investigations into environmental issues related to pollution. If
not informed otherwise. Our assessment is based on assumptions regarding the
absence of pollution that could affect the value.
r. The FSR KJPP is not obliged to testify or appear before a court or government
official if it is not related to the Proposed and Proposed of this report and is outside
the scope of the assignment.
s. If in the future the Appraiser is asked to provide explanations and presentations
that are carried out outside the work area of our office or to parties other than the
assignor and service users, then all forms of costs incurred will be borne by the
assignee.
t. This report is invalid if it is not affixed with the signature of the Leader and the
office seal from the FSR KJPP.
5. Pendekatan Dan Metode Analisis atas Rencana Transaksi
In the preparation of the Fairness Opinion Report, the FSR KJPP conducts an
analysis with the following stages:
a. Analysis of the Proposed Transaction which includes the identification and
relationship between the parties involved in the Proposed Transaction, analysis of
agreements and requirements in the Proposed Transaction, analysis of the
benefits and risks of the Proposed Transaction.
16
Page 17
b. Qualitative analysis of the Proposed Transaction which includes the Company's
history and the Company's business activities, industry analysis, operational
analysis and prospects of the Company, analysis of the reasons for the Proposed
Transaction, advantages and losses of the Proposed Transaction.
c. Quantitative analysis of the Proposed Transaction which includes analysis of the
Company's historical financial statements, analysis of financial ratios, analysis of
financial projections, financial analysis before and after the Proposed Transaction,
and analysis of added value.
d. Proposed Transaction Fairness Analysis.
6. Opinion on Fairness of the Proposed Transaction
• Based on the history of the parties to the transaction above, it is known that there
is no affiliation relationship between PT Gowa Makassar Tourism Development
Tbk. and PT Sulawesi Multi Molindo and PT Surya Land Development.
• Based on the draft Proposed Transaction, there are no special requirements that
will be detrimental to the parties to the transaction so that the conditions in the
Proposed Transaction are reasonable.
• Based on financial projections, the Company is still able to generate revenue with
positive growth. Thus, the Proposed Transaction carried out is reasonable.
• Based on financial projections without a Proposed Transaction and with a
Proposed Transaction, it is known that the Company has an average added value
of Rp728,000,000,000.
• Based on the comparison of the price of the Proposed Transaction with the
market value, it is known that the price of the Proposed Transaction is 0.2%
above the market value and within the limit of ±7.5%, so the price set is
reasonable
Based on the results of the above feasibility study and analysis, which has been carried out
on all related aspects in order to determine the fairness of the Proposed Transaction, KJPP
FSR is of the opinion that based on the analysis of the Proposed Transaction, qualitative
analysis of the Proposed Transaction, quantitative analysis of the Proposed Transaction, and
analysis of the fairness of the Proposed Transaction, the Proposed Transaction to be carried
out by the Company is "REASONABLE".
STATEMENT OF THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
1) This Disclosure of Information is complete and made in accordance with the requirements
stated in OJK Regulation No. 17/2020.
2) The statement in the submitted Disclosure of Information does not contain any statements
or information or facts that are false or misleading and contains all material information or
facts necessary for investors to make decisions regarding the Transaction Plan.
3) Whereas the Material Transaction is not an affiliated transaction as referred in the Financial
Services Authority Regulations regarding Affiliated Transactions and Conflict of Interest
Transactions.
4) The Material Transaction does not contain any conflict of interests as referred to in the
Financial Services Authority Regulations regarding Affiliated Transactions and Conflict of
Interest Transactions and therefore each member of the Company's Board of Directors and
17
Page 18
Board of Commissioners declares that they have no conflict of interest with the Proposed
Transaction.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Shareholders whose names are registered in the Shareholders Register on 15 August 2024
at the latest by 4.00 PM Western Indonesia Time or Shareholders whose shares are in
collective custody of Indonesian Central Securities Depository based on the record of share
account balance at the closing of Indonesia Stock Exchange trading session on 15 August
2024 at the latest by 4.00 PM Western Indonesia Time or its proxies are urged to attend the
Extraordinary GMS (“GMS”) which will be held on:
Day/date : Monday, 9 September 2024
Time : 10.00 Central Indonesia Time until finish
Location : Hotel Rinra, Jalan Metro Tanjung Bungan No. 2, 90121 – Makassar
Selatan
Agenda of the Meeting
Approval of the Company’s plan to execute sale and purchase of land that is part of the
Company’s business activity, however to fulfill the preliminary requirement for the sale and
purchase of land, the Company requests approval for the plan of sale and purchase of land
by complying with the provisions of the Financial Services Authority Regulation No.
17/POJK.04/2020 regarding Material Transaction and Change of Business Activity.
The Company urges Shareholders who are entitled to attend the Meeting whose shares are
held in the collective custody of KSEI, to provide power of attorney to the Company's
Securities Administration Bureau, namely PT Sharestar Indonesia, through the eASY.KSEI
facility at the link https.//akses.ksei.co.id provided by KSEI as a mechanism to electronically
grant power of attorney for the Meeting.
In accordance with Article 43 sub-paragraph (a) and (b) of OJK Regulation No. 15/2020 and
Article 14 paragraph 5 sub-paragraph (a) Articles of Associations of the Company, for the
agenda of the Meeting, the prevailing attendance quorum is more than ¾ (three fourth) of
the total of the total number of shares with voting rights present or represented, and the
resolution is valid if approved by more than ¾ (three fourth) of the total number of shares
present in the Meeting.
In accordance with Article 43 sub-paragraph (c) and (d) of OJK Regulation No. 15/2020 and
Article 14 paragraph 5 sub-paragraph (b) of the Articles of Association of the Company, if the
attendance quorum is not reached, a second Meeting may be convened with an attendance
quorum of more than ⅔ (two thirds) of the total number of shares with voting rights present
or represented, and the resolution is valid if approved by more than ¾ (three fourth) of the
total number of shares present in the Meeting.
In accordance with Article 43 sub-paragraph (e) of OJK Regulation No. 15/2020 and Article
14 paragraph 5 sub-paragraph (c) of the Articles of Association of the Company, if the
attendance quorum is not reached for the Second Meeting, based on the request of the
Company, the attendance and voting quorum to approve the resolutions, invitation, and time
to convene the Third Meeting may be determined by OJK.
In the event that the Company does not obtain the approval of the GMS for the Proposed
Transaction, the plan may only be resubmitted within 12 (twelve) months after the GMS was
convened.
18
Page 19
INDEPENDENT PARTIES APPOINTED BY THE COMPANY
Independent parties appointed by the Company to assist the Company are as follows:
1. Nindyo & Associates, Attorney At Law and Capital Market Consultant.
2. Public Accountant Office Amir Abadi Jusuf, Aryanto, Mawar & Rekan, as the appointed
public accountant of the Company to assist the Company in conducting audit of the
Company’s Financial Statements in relation with the Proposed Transaction.
3. Public Appraisal Services Office Febriman, Siregar & Rekan, as the appointed public
appraiser of the Company to provide market value opinion and fairness opinion in relation
to the Proposed Transaction
ADDITIONAL INFORMATION
Shareholders of the Company that may require further information regarding the Proposed
Transaction please contact the following:
PT. Gowa Makassar Tourism Development Tbk
CoRporate Secretary
Mall GTC GA-9 No. 1B
Jl. Metro Tanjung Bunga
Makassar 90134
Sulawesi Selatan,Indonesia
Telepon: +62 411 811 3456
Website: www.tanjungbunga.com
Email: coRporate.secretary@tanjungbunga.com
19
Names mentioned 39 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×8
unresolved
org
PT Sharestar Indonesia
p.3 ×2
unresolved
org
Ministry of Law and Human Rights
p.3
unresolved
org
Minister of Finance
p.3 ×3
unresolved
org
PT SLD
p.3 ×20
unresolved
org
PT Surya Land Development
p.3 ×2
unresolved
org
PT SMM
p.3 ×18
unresolved
org
PT Sulawesi Multi Molindo
p.3 ×2
unresolved
org
PT Gowa Makassar Tourism Development CoRporation
p.6
unresolved
person
Notary Haji Abdullah Ashal
· Notaris
p.6
unresolved
person
Notary Dorcas Latanna
· Notaris
p.6
unresolved
org
Minister of Justice
p.6
unresolved
person
Ridwan Nawing
· Notaris
p.6 ×3
unresolved
org
Minister of Law and Human Rights
p.6 ×6
unresolved
org
PT Makassar Permata Sulawesi
p.7
unresolved
org
Yayasan Partisipasi Pembangunan
p.7
unresolved
person
Notary Abdul Muis
· Notaris
p.8 ×2
unresolved
person
Notary Betsy Sirua
· Notaris
p.8
unresolved
org
PT SMM's Articles
p.8
unresolved
person
Notary Soewandi Michael Barya Sugiyo
· Notaris
p.9
unresolved
org
PT SLD's Articles
p.9
unresolved
org
Mawar & Rekan
p.11 ×2
unresolved
org
Siregar & Rekan
p.13 ×2
unresolved
org
KJPP FSR
p.13 ×20
unresolved
org
Indonesia Stock Exchange
p.18
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
2752 ms
12 Sep 2026 23:00
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
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'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}