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20240718_RMKE_Rencana Transaksi Material Dengan Persetujuan RUPS_31685359_lamp2.pdf
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DISCLOSURE INFORMATION TO THE
SHAREHOLDERS OF PT RMK ENERGY TBK.
IN ORDER TO COMPLY WITH FINANCIAL SERVICE AUTHORITY REGULATION
NO. 17/POJK.04/2020 REGARDING MATERIAL TRANSACTION AND CHANGES IN
BUSIMESS ACTIVITY AND NO. 42/POJK.04/2020 REGARDING TAFFILIATED
TRANSACTION AND CONFLICT OF INTEREST TRANSACTION
PT RMK ENERGY TBK.
(“Company”)
Based in di West Jakarta
Main Business Activities:
Engage in mining service & other excavation, river & lake port services and holding companies.
Head Office
Wisma RMK Lt. 2, Puri Kencana Blok M4 No.1
Kembangan, West Jakarta
Jakarta 11610, Indonesia
Phone (62-21) 582 2555
Fax. (62-21) 582 7555
Website: www.rmkenergy.com
Email: corsec@rmkenergy.com
In connection with the Transaction Plan, the Company intends to seek approval from
shareholders through the Extraordinary General Meeting of Shareholders which will be held on
Monday, August 26, 2024.
The Board of Commissioners and the Board of Directors of the Company, both individually
and collectively, are responsible for the completeness and accuracy of all information or
material facts contained in this Information Disclosure and emphasize that the information
stated is correct and there are no material facts that are not stated which may cause this
information to be misleading.
This disclosure information is published in Jakarta on July 18, 2024.
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I. DEFINITION AND ABBREVIATION
Affiliation : Means:
(a) Family relationship by reason of marriage up to the second degree,
both horizontal and vertical, namely the relationship of the person
with:
1. husband and wife;
2. parent of the husband or wife and the husband or wife of
children;
3. grandparent of the husband or wife and the husband or wife of
grandchildren;
4. siblings of the husband or wife along with their husband or wife
of the sibling concerned; or
5. husband or wife of the sibling of the person concerned;
(b) Family relationship by reason of descent up to the second degree,
both horizontally and vertically namely the relationship of the
person with:
1. parent and children;
2. grandparent and grandchildren; or
3. sibling of the person concerned;
(c) Relationship between a party and employees, directors, or
commissioners of said parties;
(d) Relationship between 2 (two) or more companies in which there are
one or more members of the board of directors, management,
board of commissioners of supervisors who are the same;
(e) Relationship between a company and a party, either directly or
indirectly, by any means whatsoever, controls or is controlled by the
company or party in question in determining the management
and/or policy of the company or party concerned;
(f) Relationship between 2 (two) or more companies that are
controlled, either direct or indirect, by any means whatsoever, in
determining the management and/or policy of the company by the
same party; or
(g) Relationship between a company and its substantial shareholder,
i.e. a party directly or indirectly own at least 20% (twenty percent)
of the share with voting rights of the said company.
Deed of share transfer to be signed by NBT, NEL dan NS appear before a
AJB Saham :
notary in the context of implementing the share transfer plan.
PT Anugerah Jambi Coalindo, a limited liability company established by
AJC :
virtue of the law of the Republic of Indonesia and domiciled in South
Jakarta.
PT Artha Nusantara Mining, a limited liability company established by
ANM :
virtue of the law of the Republic of Indonesia and domiciled in South
Jakarta.
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PT Artha Nusantara Resources, a limited liability company established by
ANR :
virtue of the law of the Republic of Indonesia and domiciled in South
Jakarta.
A difference between the economic of interest of publicly traded
Conflict of :
companies and personal economic interest of members of the board of
Interest
directors, member of the board of commissioners, majority shareholders
or controllers that may be harmful to the publicly traded companies
concerned.
PT Bakti Sarolangun Sejahtera, a limited liability company established by
BSS :
virtue of the law of the Republic of Indonesia and domiciled in South
Jakarta.
Company Financial Statement that have been audited by registered
Financial :
public accountant Teramihardja, Pradhono & Chandra for the period
Statement
ended March 31, 2024 based on report
No.00557/2.0851/AU.1/02/1208-2/1/VII/2024 dated July 16, 2024.
Minister of Law and Human Rights of the Republic of Indonesia.
Menkumham :
PT Nusantara Bara Tambang, a limited liability company established by
NBT :
virtue of the law of the Republic of Indonesia and domiciled in West
Jakarta.
Nusantara Energy Limited, a limited liability company established by
NEL :
virtue of the law of England and Wales and domiciled in London.
Nusantara (Luxembourg) Sarl, a limited liability company established by
NS :
virtue of the law of Luxembourg and domiciled in Luxembourg.
Means an independent institution with function, duties, and authority in
OJK :
regulatory, supervisory, examination, and investigation as stipulated in
Law No. 21 of 2011 on Financial Service Authority, as amended by P2SK
Law.
PT RMK Energy Tbk.
Company :
OJK regulation No. 15/POJK.04/2020 regarding Planning and Organizing
POJK No. 15/2020 :
General Meeting of Shareholders of Public Company.
OJK regulation No. 17/POJK.04/2020 regarding Material Transaction and
POJK No. 17/2020 :
Change of Business Activity.
OJK regulation No. 42/POJK.04/2020 regarding Affiliated Transactions
POJK No. 42/2020 :
and Conflict of Interest Transactions.
Share Purchase Agreement dated 16 Juli 2024 signed by NBT, NEL and
SPA :
NS, along with any changes or additions made from time to time.
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Has the definition as gives in Part III of Disclosure of Information.
Transaction Plan :
PT Rantaimulia Kerncana, a limited liability company established by
RMK :
virtue of the law of the Republic of Indonesia and domiciled in West
Jakarta.
PT Royaltama Mulia Tambang, a limited liability company established by
RMT :
virtue of the law of the Republic of Indonesia and domiciled in West
Jakarta.
General Meeting of Shareholders.
GMS :
Company Extraordinary General Meeting of Shareholders which will be
EGMS :
held on August 20 2024 to approve, among other, Transaction Plan.
PT Sinar Anugerah Sukses, a limited liability company established by
SAS :
virtue of the law of the Republic of Indonesia and domiciled in South
Jakarta.
Any activities and/or transactions that are carried out by publicly traded
Affiliated :
companies or a controlled company with Affiliations of publicly traded
Transactions
companies or Affiliations of members of the board of directors,
members of the board of commissioners, majority shareholders, or
controllers, including any activities and/or transactions that are carried
out by publicly traded companies or controlled companies in the
interests of Affiliations publicly traded companies or Affiliations of
members of the board of directors, members of the board of
commissioners, majority shareholders, or controllers.
means the date which is the later of:
Transaction :
(a) the first (1st) BusinessDay of the calendar month immediately
Completion Date
following the calendar month in which the final Condition is
satisfied pursuant to Clause 4 (or waived in accordance with Clause
4.4); and
(b) (b) the fifth (5th) Business Day after the date on which the final
Condition is satisfied pursuant to Clause 4 (or waived in accordance
with Clause 4.4), or such later date as may be extended in
accordance with this Agreement or such other date as the Parties
may agree in writing.
Every transaction carried out by a public company that meets the value
Material :
limits are regulated in POJK No. 17/2020.
Transaction
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II. BACKGROUND
This Disclosure Information is conveyed to the Company’s shareholders in connection with the plan of
NBT, a subsidiary owned indirectly by the Company, to acquireall ANM and ANR share. On July 16,
2024, a Share Purchase Agreement was signed by NBT, NEL and NS.
Based on Agreement, the aggregate consideration payable by the Buyer for the Sale Shares shall be
US Dollars eighty million (USD 80,000,000), consist of:
1. The Commitment Fee USD 500,000 which was carried out on May 8, 2024.
2. The Signing Deposit USD 1,000,000 which will be made when signing the SPA.
3. The Initial Consideration USD 28,500,000 which will be carried out on the completion date.
4. The Deferred Consideration USD 50,000,000 which will paid in installments until
September 30, 2031. This obligation will be provided with a Corporate Guarantee by the
Company.
NBT's source of funds for acquisitions is obtained through capital deposits and loans with the following
details:
1. Amounting to USD836,833 (or the equivalent of IDR 13,750,000,000 assuming the average Bank
Indonesia transaction rate on June 25 2024) from the capital contribution by RMT.
2. Amounting to USD 684,681 (or the equivalent of Rp. 11,250,000,000 assuming the average Bank
Indonesia transaction rate on June 25 2024) from the capital contribution by RMK.
3. Amounting to USD 15,663,167 (or the equivalent of IDR 257,361,500,000 assuming the average
Bank Indonesia transaction rate on June 25 2024) will be distributed by RMT to NBT in the form of
a loan. On July 16 2024, was signed Loan Agreement No. 02.52/SPK/NBT-RMT/VII/2024 with a
maximum amount of IDR. 275,000,000,000 (two hundred and seventy five billion Rupiah)
4. Amounting to USD 12,815,319 (or the equivalent of IDR 210,568,500,000 assuming the average
Bank Indonesia transaction rate on June 25 2024) will be distributed by RMK to NBT in the form of
a loan. On July 16 2024, was signed Loan Agreement No. 02.51/SPK/NBT-RMK/VII/2024 with a
maximum amount of IDR. 225,000,000,000 (two hundred and twenty five billion Rupiah)
The total transaction value is USD 80,000,000 (or equivalent to IDR 1,314,480,000,000 assuming the
average transaction rate of Bank Indonesia on June 25 2024) which is 86.33% of the Company's equity
based on the Company's Consolidated Financial Statements, which is IDR 1,522,675,640,301.
Therefore, the Company must fulfill the material transaction provisions as regulated in Regulation
17/2020, namely, among other things, the obligation to obtain GMS approval and use an appraiser to
determine the fair value of the material transaction object and/or the fairness of the material
transaction in question.
The obligation to be provided with a Company Guarantee of USD 50,000,000 (or the equivalent of IDR
821,550,000,000 assuming the average Bank Indonesia transaction rate on June 25 2024) which is
53.95% of the Company's equity based on the Company's Consolidated Financial Statements, is equal
to IDR 1,522,675,640,301. Therefore, the Company must fulfill the provisions for material transactions
as regulated in Regulation 17/2020 and Affiliated Transactions as regulated in POJK 42/2020, namely,
among other things, the obligation to obtain approval from Independent Shareholders at the GMS and
use an appraiser to determine the fair value of the object of the material transaction and/or the
fairness of the material transaction in question.
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The value of the NBT Loan to RMT amounting to IDR 257,361,500,000 is 16.90% of the Company's
equity based on the Company's Consolidated Financial Report, namely IDR 1,522,675,640,301, which
is not a material transaction, but is an Affiliate Transaction as regulated in POJK 42/2020 because RMT
is a 55% shareholder of NBT.
The value of the NBT Loan to RMK amounting to IDR 210,568,500,000 is 13.83% of the Company's
equity based on the Company's Consolidated Financial Report, namely IDR 1,522,675,640,301, which
is not a material transaction, but is an Affiliate Transaction as regulated in POJK 42/2020 because RMK
is a 45% shareholder in NBT and RMK is under the same control, namely PT RMK Group Indonesia.
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III. TRANSACTION PLAN INFORMATION
A. DESCRIPTION OF THE TRANSACTION PLAN
1. Parties and Governing Law
Name of Agreement : Share Purchase Agreement dated July 12, 2024 (“Agreement”).
Parties : 1. NEL;
2. NS;
3. NBT
(together being the “Parties” and each a “Party”)
Dispute Resolution : Singapore International Arbitration Centre (SIAC)
Governing Law : Singapore Law
2. Transaction Plan Object
a. ANM shares consisting of:
Number of Par Vaue Total
Series
Shares USD IDR USD IDR
A 250,000 1 9,317 250,000 2,329,250,000
B 27,346,474 1 14,122 27,346,474 386,186,905,828
C 805,000 1 14,718 805,000 11,847,990,000
D 750,000 1 14,171 750,000 10,628,257,500
E 28,178,773 1 14,320 28,178,773 403,520,029,360
F 5,750,000 1 15,742 5,750,000 90,516,500,000
Total 63,080,247 63,080,247 905,028,932,688
b. ANR shares consisting of:
Number of Par Vaue Total
Series
Shares USD IDR USD IDR
A 5,000,000 1 9,039 5,000,000 45,195,000,000
B 2,160,000 1 14,122 2,160,000 30,503,520,000
C 460,000 1 14,718 460,000 6,770,280,000
D 350,000 1 14,171 350,000 4,959,853,500
E 16,560,312 1 14,320 16,560,312 237,143,667,840
F 515,000 1 15,742 515,000 8,107,130,000
Total 25,045,312 25,045,312 332,679,451,340
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3. Transaction plan consideration and Payment Dates
The total amount to be paid by the buyer is USD80,000,000 consisting of:
1. The Commitment Fee USD 500,000 which was carried out on May 8, 2024.
2. The Signing Deposit USD 1,000,000 which will be made when signing the SPA.
3. The Initial Consideration USD 28,500,000 which will be carried out on the completion date.
4. The Deferred Consideration USD 50,000,000 which will paid in installments with the
following details:
Payment Date Amount
Within 5 Business Days after 31 March 2025 USD 500,000
Within 5 Business Days after 30 June 2025 USD 500,000
Within 5 Business Days after 30 September 2025 USD 500,000
Within 5 Business Days after 31 December 2025 USD 500,000
Within 5 Business Days after 31 March 2026 USD 1,500,000
Within 5 Business Days after 30 June 2026 USD 1,500,000
Within 5 Business Days after 30 September 2026 USD 1,500,000
Within 5 Business Days after 31 December 2026 USD 1,500,000
Within 5 Business Days after 31 March 2027 USD 2,250,000
Within 5 Business Days after 30 June 2027 USD 2,250,000
Within 5 Business Days after 30 September 2027 USD 2,250,000
Within 5 Business Days after 31 December 2027 USD 2,250,000
Within 5 Business Days after 31 March 2028 USD 2,250,000
Within 5 Business Days after 30 June 2028 USD 2,250,000
Within 5 Business Days after 30 September 2028 USD 2,250,000
Within 5 Business Days after 31 December 2028 USD 2,250,000
Within 5 Business Days after 31 March 2029 USD 2,250,000
Within 5 Business Days after 30 June 2029 USD 2,250,000
Within 5 Business Days after 30 September 2029 USD 2,250,000
Within 5 Business Days after 31 December 2029 USD 2,250,000
Within 5 Business Days after 31 March 2030 USD 2,250,000
Within 5 Business Days after 30 June 2030 USD 2,250,000
Within 5 Business Days after 30 September 2030 USD 2,250,000
Within 5 Business Days after 31 December 2030 USD 2,250,000
Within 5 Business Days after 31 March 2031 USD 2,250,000
Within 5 Business Days after 30 June 2031 USD 2,250,000
Within 5 Business Days after 30 September 2031 USD 1,500,000
Total USD 50,000,000
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4. Conditions
4.1 Conditions Precedent
Completion is conditional on each of the following conditions (together the “Conditions”
and each a “Condition”) being satisfied, or waived in accordance with Clause 4.4, prior to
the Longstop Date (and continuing to be satisfied up to Completion):
(a) the duly executed RMKE’s Extraordinary General Meeting of Shareholders Deed
approving the Transaction and the RMKE Guarantee, is received by the Sellers from
the Buyer; and
(b) the Sellers’ confirmation that no objection to the Transaction has been raised by any
of ANM’s creditors or ANR’s creditors within the pre-acquisition newspaper
announcement period stipulated in Article 127 paragraph (8) of Law No. 40 of 2007
concerning Limited Company (as amended from time to time), is received by the
Buyer from the Sellers.
4.2 Responsibility for Satisfaction
(a) The Buyer shall, at its own cost, use its best endeavours to ensure the satisfaction of
the Condition in Clause 4.1(a) as soon as possible following the Signing Date and in
any event prior to the Longstop Date. The Sellers shall, at their own cost, use their
best endeavours to ensure the satisfaction of the Condition in Clause 4.1(b) as soon
as possible following the Signing Date and in any event prior to the Longstop Date.
(b) Each Party shall cooperate with the other Parties and shall promptly provide the other
Parties with any information relating to such Party (or (in respect of the Buyer) any
other member of the Buyer’s Group or (in respect of the Sellers) any other member
of the Sellers Group or the Group) as may be reasonably required, in order to facilitate
the satisfaction of the Conditions.
(c) The Sellers’ obligation to cooperate and provide information under Clause 4.2(b) is
subject to sharing any competitively sensitive or confidential business information
solely on an “outside counsel only” basis and provided that such obligation to
cooperate shall not require any action that would unreasonably interfere with the
business or operations of any Group Company.
(d) Each Party shall keep the other Party informed of its progress with regard to the
satisfaction of the Conditions for which it is responsible to ensure satisfaction.
(e) Neither the Buyer nor the Sellers shall (and the Buyer shall procure that no other
member of the Buyer's Group shall, and the Sellers shall procure that no other
member of the Seller Group shall) take any action or enter into any transaction that
is likely to make it more difficult to obtain, or lead to a material delay in respect of
obtaining, any consent or approval relating to the Conditions.
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4.3 Notice of Satisfaction
The Party or Parties responsible for the satisfaction of a Condition pursuant to this Clause
4 shall give notice:
(a) of the satisfaction of such Condition to the Buyer (where the Sellers are responsible
for the satisfaction of the Condition) or to the Sellers (where the Buyer is responsible
for the satisfaction of the Condition) as soon as practicable and in any event within
two (2) Business Days of such Party becoming aware that the relevant Condition has
been satisfied; and
(b) to the other Parties if it becomes aware of any fact or circumstance that is likely to
prevent such Condition from being satisfied prior to the Longstop Date.
4.4 Waiver of Conditions
The Parties agree that no Condition may be waived in whole or in part or conditionally or
unconditionally, except with the prior written consent of each of the Parties.
4.5 Longstop Date
(a) Subject to Clause 4.5(b) if any of the Conditions has not been satisfied (or waived in
accordance with Clause 4.4) by the Longstop Date, then any Party may (at any time
following the Longstop Date) by written notice to the other Parties terminate this
Agreement with immediate effect.
(b) If the Condition set out in Clause 4.1(a) has not been satisfied by the Longstop Date
but all the other Conditions set out in Clause 4.1 have been satisfied (or waived in
accordance with Clause 4.4) by the Longstop Date, NEL may, in its sole discretion, by
way of one or more written notices to the Buyer, extend the Longstop Date by an
aggregate period of up to six (6) months following the original Longstop Date.
(c) If the Longstop Date is extended pursuant to Clause 4.5(b), this Agreement shall apply
as if such extended date is the Longstop Date.
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5. Structure Before and After the Effectiveness of the Transaction Plan
Structure prior to the effectiveness of the transaction plan:
Structure after the effectiveness of the transaction plan:
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6. Information on the parties carrying out the Transaction Plan
a. PT RMK Energy Tbk (“Company”)
Short History
PT RMK Energy Tbk (the “Company”) was established based on Notarial Deed No. 60 of
Roslina Sari Hendarto, S.H., dated June 22, 2009. The Deed of Establishment was approved
by the Minister of Law and Human Rights of the Republic of Indonesia in his Decision Letter
No. AHU.33663.AH.01.01.Tahun 2009 dated July 17, 2009.
The Company's Articles of Association have been amended several times, most recently by
Notarial Deed No.29 of Christina Dwi Utami, S.H., M.Hum., M.Kn., dated December 5, 2023.
Notification of amendment to the Articles of Association was approved by the Ministry of
Law and Human Rights of the Republic of Indonesia based on its Decree No. AHU-
0076862.AH.01.02 Tahun 2023 dated December 8, 2023.
In accordance with Article 3 of the Company’s Articles of Association, the scope of the
Company’s activities is to engage in trading, mining and transportation. The Company started
its operations in March 2011. Currently, the main scope of the Company’s activities is coal
trading, unloading, loading and crushing of coal services.
The Company’s main office is located at Wisma RMK Blok M4 No. 1, 2nd Floor, Jl. Puri
Kencana RT/RW 002/007 Kel. South Kembangan Kec. Kembangan Kota, West Jakarta.
The Company’s Subsidiaries
Subsidiaries Domicile Nature of Start of Percentage of Total Asset
business commercial ownership March 31, 2024
operations March 31, (In thousands)
2024
Direct Ownership
PT Royaltama Mulia Jakarta Services 2022 99,90% Rp.425.976.923
Kencana
PT Royaltama Multi Jakarta Coal trading and 2020 99,90% Rp.818.013.194
Komoditi Nusantara services
PT Royaltama Marga Jakarta Services Not Yet 99,90% Rp.250.000.000
Kencana Operational
PT Truba Bara Banyu Jakarta Coal mining 2008 62% Rp.198.315.983
Enim
Indirect Ownership through PT Royaltama Multi Komoditi Nusantara
Pisteuo Commodities Singapore Coal trading and 2024 100% Rp.31.123.478
Pte. Ltd. services
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Companies established after March 31, 2024:
Subsidiaries Domicile Nature of business Start of Percentage of ownership
commercial
operations
Direct Ownership
PT Royaltama Mulia Jakarta Jasa Not Yet 99,99%
Tambang Operational
Indirect Ownership through PT Royaltama Mulia Tambang
PT Nusantara Bara Jakarta Jasa Not Yet 55%
Tambang Operational
The Company's capital structure and shareholders
The capital structure and shareholders of the Company at the time this information
disclosure was published in accordance with the statement letter from the Biro Administrasi
Efek of PT Adimitra Jasa Korpora as of 31 May 2024 were as follows:
Par Value Rp100 per share
Percentage
Description
Number of Shares
Total Nominal Value (Rp) (%)
(Shares)
Authorized Capital 14.000.000.000 1.400.000.000.000
Issued and fully paid
- PT. RMK Investama 3.360.000.000 336.000.000.000 76,80
- Tony Saputra 70.000.000 7.000.000.000 1,60
- Suriani 42.000.000 4.200.000.000 0,96
- Vincent Saputra 14.000.000 1.400.000.000 0,32
- William Saputra 14.000.000 1.400.000.000 0,32
- Masyarakat 875.000.000 87.500.000.000 20,00
Total Issued and fully paid 4.375.000.000 437.500.000.000 100,00
Shared in Portepel 9.625.000.000 962.500.000.000
Management and Supervision
Based on the Deed of Statement of Meeting Decisions of PT. RMK Energy Tbk. No. 29 dated
5 December 2023, made before Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in the
Administrative City of West Jakarta, who has obtained the Decree of the Minister of Law
and Human Rights of the Republic of Indonesia No. AHU-0076862.AH.01.02.TAHUN 2023
concerning Approval of Amendments to the Articles of Association of the Limited Liability
Company PT. RMK Energy, Tbk. dated 8 December 2023, which has been registered in the
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Company Register No. AHU-0248906.AH.01.11.TAHUN 2023 dated 8 December 2023, the
composition of the members of the Company's Board of Commissioners and Directors is as
follows:
Board of Commissioners
President Commissioner : Tony Saputra
Independent Commissioner : F Saud Tamba Tua
Independent Commissioner : Rokhmad Sunanto
Board of Directors
President Director : Vincent Saputra
Director : William Saputra
Director : Sugiyanto
Financial Position
Summary of Consolidated Financial Position of the Company based on Consolidated
Financial Statement is as follow :
FINANCIAL POSITION March 2024 December 2023
(Rp) (Rp)
Asset
Current Asset 1.127.327.000.074 1.208.747.284.784
Non-Current Asset 1.082.474.090.308 1.038.947.696.746
Total Asset 2.209.801.090.382 2.247.694.981.530
Liabilities and equity
Current Liabilities 606.100.681.699 655.292.772.942
Non-Current Liabilities 81.024.768.382 106.969.702.655
Total Liabilities 687.125.450.081 762.862.475.597
Equity 1.522.675.640.301 1.484.832.505.933
Total liabilities dan equity 2.209.801.090.382 2.247.694.981.530
STATEMENT OF PROFIT March 2024 December 2023
OR LOSS (Rp) (Rp)
Net Revenue 585.855.230.310 761.864.738.988
Cost of Revenue (514.329.706.372) (576.480.673.792)
Gross Profit 71.525.523.938 185.384.065.196
Profit for the Year 37.764.639.322 129.131.135.133
Total comprehensive income for 37.843.134.368 129.154.856.241
the year
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b. PT Royaltama Mulia Tambang
Short History
PT Royaltama Mulia Tambang was established based on Notarial Deed No. 02 from Yasmine
Nurul Fitriasti, S.H. M.Kn., dated 8 May 2024. The Deed of Establishment has been approved
by the Minister of Law and Human Rights of the Republic of Indonesia in Decree No. AHU-
0092644.AH.01.11.Year 2024 dated 14 May 2024
In accordance with Article 3 of the Company's Articles of Association, the scope of the
Company's activities includes activities in the service sector.
The Company's head office is located at Wisma RMK Blok M4 No. 1, Floor 2, Jl. Puri Kencana
RT/RW 002/007 Kel. South Kembangan District. City Development, West Jakarta.
Capital structure and shareholders
Capital structure based on the latest changes by notarial deed No. 02 dated 8 May 2024
from Yasmine Nurul Fitriasti, S.H. M.Kn, are as follows:
Par Value Rp1.000.000 per share
Percentage
Description
Number of Shares
Total Nominal Value (Rp) (%)
(Shares)
Authorized Capital 800.000 800.000.000.000
Issued and fully paid
- PT. RMK Energy Tbk 199.999 199.999.000.000 99,99
- PT. RMK Investama 1 1.000.000 0,01
Total Issued and fully paid 200.000 200.000.000.000 100,00
Shared in Portepel 600.000 600.000.000.000
Management and Supervision
Based on Notarial Deed No. 02 from Yasmine Nurul Fitriasti, S.H. M.Kn., dated May 8 2024,
which has been received and recorded in the Legal Entity Administration System of the
Ministry of Law and Human Rights of the Republic of Indonesia with No. AHU-
0092644.AH.01.11,TAHUN 2024 May 14 2024 is as follows:
Board of Commissioner
Commissioner : Tony Saputra
Board of Directors
President Director : Vincent Saputra
Director : William Saputra
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c. PT Nusantara Bara Tambang
Short History
PT Nusantara Bara Tambang was established based on Notarial Deed No. 05 from Yasmine
Nurul Fitriasti, S.H. M.Kn., dated 17 May 2024. The Deed of Establishment has been
approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decree
No. AHU-0100669.AH.01.11.Year 2024 dated 24 May 2024
In accordance with Article 3 of the Company's Articles of Association, the scope of the
Company's activities includes activities in the service sector.
The Company's head office is located at Wisma RMK Blok M4 No. 1, Floor 2, Jl. Puri Kencana
RT/RW 002/007 Kel. South Kembangan District. City Development, West Jakarta.
Capital structure and shareholders
Capital structure based on the latest changes by notarial deed No. 05 dated 17 May 2024
from Yasmine Nurul Fitriasti, S.H. M.Kn, are as follows:
Par Value Rp1.000 per share
Percentage
Description Number of Shares Total Nominal Value
(%)
(Shares) (Rp)
Authorized Capital 100.000.000 100.000.000.000
Issued and fully paid
- PT. Royaltama Mulia 13.750.000 13.750.000.000 55,00
Tambang
- PT. RMK Investama 11.250.000 11.250.000.000 45,00
Total Issued and fully paid 25.000.000 25.000.000.000 100,00
Shared in Portepel 75.000.000 75.000.000.000
Management and Supervision
Based on Notarial Deed No. 05 from Yasmine Nurul Fitriasti, S.H. M.Kn., dated May 8 2024,
which has been received and recorded in the Legal Entity Administration System of the
Ministry of Law and Human Rights of the Republic of Indonesia with No. AHU-
0100669.AH.01.11,TAHUN 2024 May 24 2024 is as follows:
Board of Commissioner
Commissioner : Tony Saputra
Board of Directors
President Director : Vincent Saputra
Director : William Saputra
16
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d. PT Artha Nusantara Mining
Short History
PT Artha Nusantara Mining (“the Company”) was established based on notarial deed No. 06
dated June 25, 2009 of notary Shella Falianti, S.H., and amended by deed No. 01 dated July
10, 2009 of the same notary. The deed of establishment and its amendment were approved
by the Minister of Justice and Human Rights of the Republic of Indonesia with his decision
letter No. AHU-36675.AH.01.01.TH 2009 dated July 31, 2009. The Company’s Articles of
Association have been amended several times, most recently based on notarial deed No.
10 dated December 21, 2022 of Aditya Putra Patria, S.H., M.Kn., notary in Bekasi, regarding
the changes of the Company’s office address, the conversion of advance paid in capital into
issued and paid-in capital, addition of the classification of the Company’s shares, increase
in the authorized, issued and paid in capital of the Company, and issuance of new shares
which will be fully subscribed by Nusantara Energy. The amendment was accepted by the
Minister of Law and Human Rights of the Republic of Indonesia in his Decree No. AHU-
0259589.AH.01.11.Tahun 2022 dated December 22, 2022.
The scope of the Company’s activity as set out in its Articles of Association, is to engage in
mining services.
The Company is domiciled in Jakarta, with its office located at Tokopedia Tower 36A Floor,
Ciputra World 2, Jl. Prof. Dr. Satrio Kav. 11, South Jakarta.
Capital structure and shareholders
Capital structure based on the latest changes based on notarial deed No. 11 dated 21
December 2022 from Aditya Putra Patria, S.H., M.Kn, is as follows:
Par Value USD 1 per share
Description Number of Shares Total Nominal Value Percentage
(Shares) (USD) (%)
Authorized Capital 63.080.247 63.080.247
Issued and fully paid
- Nusantara Energy Ltd 63.067.747 63.067.747 99,98%
- Nusantara (Luxembourg) 12.500 12.500 0,02%
Total Issued and fully paid 63.080.247 63.080.247 100%
Shared in Portepel - -
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Management and Supervision
Based on the Deed of Circular Decision Statement in Lieu of the Extraordinary General
Meeting of Shareholders of PT Artha Nusantara Mining No. 19 dated 22 October 2019,
made before Aditya Putra Patria, S.H., M.Kn, Notary in Bekasi Regency, whose Notification
of Data Changes was received and recorded in the Legal Entity Administration System of the
Ministry of Law and Human Rights of the Republic of Indonesia on 23 October 2019 with
No. AHU-AH.01.03-0349984, and registered in Company Register No. AHU-
0201675.AH.01.11.TAHUN 2019 Date 23 October 2019 is as follows:
Board of Commissioner
Commissioner : Bobby Robert Steven Mere
Board of Director
Director : David Andre Pratama
Financial Position
Summary of Financial Position of the Company based on Financial Statement is as follow :
FINANCIAL POSITION March 2024 December 2023
(USD) (USD)
Asset
Current Asset 4.111.362 5.353.075
Non-Current Asset 54.937.108 55.017.950
Total Asset 59.048.470 60.371.025
Liabilities and equity
Current Liabilities 8.770.863 9.658.006
Non-Current Liabilities 93.267 97.532
Total Liabilities 8.864.130 9.755.538
Equity 50.184.340 50.615.487
Total liabilities dan equity 59.048.470 60.371.025
STATEMENT OF PROFIT March 2024 December 2023
OR LOSS (USD) (USD)
Net Revenue 425.168 7.444.437
Cost of Revenue (408.757) (5.655.888)
Gross Profit 16.411 1.788.549
Profit for the Year (431.147) 1.291.153
Total comprehensive income (431.147) 1.291.153
for the year
18
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e. PT Artha Nusantara Resources
Short History
PT Artha Nusantara Resources (“the Company”) was established based on Notarial Deed
No. 11 dated July 5, 2007 of notary Siti Safarijah, S.H. The deed of establishment was
approved by the Minister of Justice and Human Rights of the Republic of Indonesia with his
decision letter No. W7-09601 HT.01.01-TH.2007 dated August 31, 2007.
The Company’s Articles of Association have been amended several times, most recently by
Notarial Deed No. 11 dated December 21, 2022 of Aditya Putra Patria, S.H., M.Kn., notary
in Bekasi, regarding conversion of capital in advance amounting to USD515,000 to become
the issued and paid-up capital and classified as series F with par value of US$1 per share or
equivalent to Rp15,742. This deed has been approved by the Ministry of Law and Human
Rights of the Republic of Indonesia under his Decree No.AHU-0259594.AH.01.11.Tahun
2022 dated December 22, 2022.
In accordance with article 3 of the Company’s Articles of Association, the Company’s
objective and purpose is to engage in mining services and other management consultation.
The Company is domiciled in Jakarta, with its office located at Tokopedia Tower 36A Floor,
Ciputra World 2, Jl. Prof. Dr. Satrio Kav. 11, South Jakarta.
Capital structure and shareholders
Capital structure based on the latest changes based on notarial deed No. 11 dated 21
December 2022 from Aditya Putra Patria, S.H., M.Kn, is as follows:
Par Value USD 1 per share
Percentag
Description Number of Shares Total Nominal Value
e
(Shares) (USD)
(%)
Authorized Capital 25.045.312 25.045.312
Issued and fully paid
Nusantara Energy Ltd. 25.044.112 25.044.112 99,995
PT Artha Nusantara Mining 1.200 1.200 0,005
Total Issued and fully paid 25.045.312 25.045.312 100,000
Shared in Portepel - -
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Management and Supervision
Based on the Deed of Statement of Shareholders' Decisions Outside the Extraordinary
General Meeting of Shareholders of PT Artha Nusantara Resources No. 13 dated 21
November 2019, made before Aditya Putra Patria, S.H., M.Kn Notary in Bekasi district, which
was notified to the Minister of Law and Human Rights of the Republic of Indonesia as
received and recorded on 22 November 2019 with No. AHU-AH.01.03-0363291, and
registered in Company Register No. AHU-0225245.AH.01.11.TAHUN2019 dated 22
November 2019 is as follows:
Board of Commissioner
Commissioner : Fardan Fauzan
Board of Director
Director : David Andre Pratama
Financial Position
Summary of Financial Position of the Company based on Financial Statement is as follow :
FINANCIAL POSITION March 2024 December 2023
(USD) (USD)
Asset
Current Asset 3.150.519 3.431.379
Non-Current Asset 129.265 89.095
Total Asset 3.279.784 3.520.474
Liabilities and equity
Current Liabilities 3.186.278 3.179.304
Non-Current Liabilities 187.895 197.866
Total Liabilities 3.374.173 3.377.170
Equity (94.389) 143.304
Total liabilities dan equity 3.279.784 3.520.474
STATEMENT OF PROFIT March 2024 December 2023
OR LOSS (USD) (USD)
Net Revenue
Cost of Revenue - -
Gross Profit - -
Profit for the Year (237.693) (115.829)
Total comprehensive income for (237.693) (115.829)
the year
20
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f. PT Bakti Sarolangun Sejahtera
Short History
PT Bakti Sarolangun Sejahtera (“the Company”) was established based on notarial deed No.
8 dated June 23, 2004 of notary Nany Ratna Wirdanialis, S.H. The deed of establishment
was approved by the Minister of Justice and Human Rights of the Republic of Indonesia with
his decision letter No. C-21731 HT 01.01 Th.2004 dated August 30, 2004. The Company’s
Articles of Association have been amended several times, with the latest amendment based
on notarial deed No. 13 dated December 11, 2023 of Aditya Putra Patria, S.H., M.Kn., notary
in Jakarta, in connection with changes in the composition of the Company's share
ownership and changes in the composition of the board of directors and commissioners.
This amendment was registered with notification receipt No. AHU-
0079628.AH.01.02.Tahun 2023, dated December 19, 2023, issued by the Minister of Law
and Human Rights of the Republic of Indonesia.
The scope of the Company’s activity, as set out in its Articles of Association, is to engage in
coal mining.
The Company is domiciled in Jambi, with the office located at Jalan Lintas Timur KM.12
RT/RW 07/001, Mendalo Darat Village, Jambi Luar Kota Subdistrict, Muaro Jambi Regency,
Jambi Province, at 36361.
Capital structure and shareholders
Capital structure based on the latest changes by notarial deed No. 13 dated 11 December
2023 from Aditya Putra Patria, S.H., M.Kn, is as follows:
Par Value USD 1 per share
Percentag
Description Number of Shares Total Nominal Value
e
(Shares) (USD)
(%)
Authorized Capital 93.968 3.415.326
Issued and fully paid
PT Artha Nusantara Mining 93.948 3.414.292 99,98
PT Artha Nusantara Resources 20 1.034 0,02
Total Issued and fully paid 93.968 3.415.326 100,000
Shared in Portepel - -
Management and Supervision
Based on Deed no. 13 dated 11 December 2023, made before Aditya Putra Patria, S.H., M.Kn
Notary in Bekasi district, which was notified to the Minister of Law and Human Rights of the
Republic of Indonesia as received and recorded on 19 December 2023 with AHU-0079628.
AH.01.02.Year 2023 dated 19 December 2023 is as follows:
Board of Commissioner
Commissioner : Bobby Robert Steven Mere
Board of Director
President Director : David Andre Pratama
Director : Fardan Fauzan
21
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Financial Position
Summary of Financial Position of the Company based on Financial Statement is as follow :
FINANCIAL POSITION March 2024 December 2023
(USD) (USD)
Asset
Current Asset 25.092 24.861
Non-Current Asset 5.765.466 5.766.353
Total Asset 5.790.558 5.791.214
Liabilities and equity
Current Liabilities 2.408.759 2.455.090
Non-Current Liabilities 10.304 10.249
Total Liabilities 2.419.063 2.465.339
Equity 3.371.495 3.325.875
Total liabilities dan equity 5.790.558 5.791.214
STATEMENT OF PROFIT March 2024 December 2023
OR LOSS (USD) (USD)
Net Revenue - -
Cost of Revenue - -
Gross Profit - -
Profit for the Year 22.927 (39.938)
Total comprehensive income for 22.927 (39.938)
the year
g. PT Sinar Anugerah Sukses
Short History
PT Sinar Anugerah Sukses (“the Company”) was established based on notarial deed No. 7
dated June 23, 2004 of notary Nany Ratna Wirdanialis, S.H. The deed of establishment was
approved by the Minister of Justice and Human Rights of the Republic of Indonesia with his
decision letter No. C-21028.HT.01.01.TH.2004 dated August 20, 2004. The Company’s
Articles of Association have been amended several times, with the latest amendment
effected by Notarial Deed No. 7 dated December 8, 2023 of Aditya Putra Patria, S.H., M.Kn.,
notary in Jakarta, in connection with the changes of the Company’s directors and
commissioner. This amendment was registered with notification receipt No. AHU-
0250051.AH.01.11.Tahun 2023 dated December 11, 2023, issued by the Minister of Law
and Human Rights of the Republic of Indonesia.
The scope of the Company’s activity as set out in its Articles of Association, is to engage in
coal mining.
22
Page 23
The Company is domiciled in Jambi, with the office located in Jl. Lintas Jambi Ma. Bulian KM.
12 RT. 07/01 Dusun Kenali Kecil, Desa Mendalo Darat, Kecamatan Jambi Luar Kota,
Kabupaten Muaro Jambi 36361.
Capital structure and shareholders
Capital structure based on the latest changes by notarial deed No. 7 dated 8 December
2023 from Aditya Putra Patria, S.H., M.Kn, is as follows:
Par Value USD 1 per share
Percentag
Description Number of Shares Total Nominal Value
e
(Shares) (USD)
(%)
Authorized Capital 873.410 30.573.042
Issued and fully paid
PT Artha Nusantara Mining 873.390 30.572.008 99,98
PT Artha Nusantara Resources 20 1.034 0,02
Total Issued and fully paid 873.410 30.573.042 100,000
Shared in Portepel - -
Management and Supervision
Based on Deed no. 7 dated 8 December 2023, made before Aditya Putra Patria, S.H., M.Kn
Notary in Bekasi district, which was notified to the Minister of Law and Human Rights of the
Republic of Indonesia as received and recorded on 11 December 2023 with AHU-0250051.
AH.01.11.Year 2023 dated 11 December 2023 is as follows:
Board of Commissioner
Commissioner : Bobby Robert Steven Mere
Board of Director
President Director : David Andre Pratama
Director : Fardan Fauzan
Financial Position
Summary of Financial Position of the Company based on Financial Statement is as follow :
FINANCIAL POSITION March 2024 December 2023
(USD) (USD)
Asset
Current Asset 957.277 1.189.628
Non-Current Asset 38.537.794 38.556.130
Total Asset 39.495.071 39.745.758
Liabilities and equity
Current Liabilities 5.305.331 5.405.248
Non-Current Liabilities 58.920 59.822
Total Liabilities 5.364.251 5.465.070
Equity 34.130.820 34.280.688
Total liabilities dan equity 39.495.071 39.745.758
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STATEMENT OF PROFIT March 2024 December 2023
OR LOSS (USD) (USD)
Net Revenue - -
Cost of Revenue - -
Gross Profit - -
Profit for the Year (149.868) (75.687)
Total comprehensive income for (149.868) (75.687)
the year
h. PT Anugerah Jambi Coalindo
Short History
PT Anugerah Jambi Coalindo (“the Company”) was established based on notarial deed No.
6 dated June 23, 2004 of notary Nany Ratna Wirdanialis, S.H. The deed of establishment
was approved by the Minister of Justice and Human Rights of the Republic of Indonesia with
decision letter No. C-21756.HT.01.01.Th.2004 dated August 30, 2004. The Company’s
Articles of Association have been amended several times, with the latest amendment by
notarial deed No. 6 dated December 8, 2023 of Aditya Putra Patria, S.H., M.Kn., notary in
Jakarta, in connection with the changes of the Company’s directors and commissioner. This
amendment was registered with notification receipt No. AHU-0250042.AH.01.11.TAHUN
2023, dated December 11, 2023, issued by the Minister of Law and Human Rights of the
Republic of Indonesia.
The scope of the Company’s activity as set out in its Articles of Association, is to engage in
coal mining.
The Company is domiciled in Jambi, with the office located at Jl. Lintas Timur Km. 12, RT.007
RW.001 Mendalo Darat Village, Jambi Luar Kota Subdistrict, Muaro Jambi Regency, Jambi
36361
Capital structure and shareholders
Capital structure based on the latest changes by notarial deed No. 6 dated 8 December 2023
from Aditya Putra Patria, S.H., M.Kn, is as follows:
Par Value USD 1 per share
Percentag
Description Number of Shares Total Nominal Value
e
(Shares) (USD)
(%)
Authorized Capital 240.266 8.035.606 100,000
Issued and fully paid
PT Artha Nusantara Mining 240.209 8.033.396 99,98
PT Artha Nusantara Resources 57 2.210 0,02
Total Issued and fully paid 240.266 8.035.606 100,000
Shared in Portepel - -
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Management and Supervision
Based on Deed no. 7 dated 8 December 2023, made before Aditya Putra Patria, S.H., M.Kn
Notary in Bekasi district, which was notified to the Minister of Law and Human Rights of the
Republic of Indonesia as received and recorded on 11 December 2023 with AHU-0250051.
AH.01.11.Year 2023 dated 11 December 2023 is as follows:
Board of Commissioner
Commissioner : Bobby Robert Steven Mere
Board of Director
President Director : David Andre Pratama
Director : Fardan Fauzan
Financial Position
Summary of Financial Position of the Company based on Financial Statement is as follow :
FINANCIAL POSITION March 2024 December 2023
(USD) (USD)
Asset
Current Asset 4.968.092 6.651.138
Non-Current Asset 5.469.157 5.529.627
Total Asset 10.437.249 12.180.765
Liabilities and equity
Current Liabilities 2.672.545 4.128.499
Non-Current Liabilities 25.463 27.171
Total Liabilities 2.698.008 4.155.670
Equity 7.739.241 8.025.095
Total liabilities dan equity 10.437.249 12.180.765
STATEMENT OF PROFIT March 2024 December 2023
OR LOSS (USD) (USD)
Net Revenue 425.168 7.444.437
(Cost of Revenue (408.757) (5.655.888)
Gross Profit 16.411 1.788.549
Profit for the Year (285.854) 1.420.282
Total comprehensive (285.854) 1.420.282
income for the year
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B. EXPLANATION, CONSIDERATIONS AND REASONS FOR THE TRANSACTION PLAN
The Company provides integrated coal transportation services to coal mining companies in South
Sumatra and coal trading from South Sumatra and Jambi. South Sumatra has one of the largest
untapped reserves of low-medium calorie coal, making it ideal for government electrification and
for export. Most coal mining companies rely heavily on the transportation infrastructure available
in South Sumatra, unlike mining companies in Kalimantan which develop and utilize their own
assets. Coal in South Sumatra can usually be transported via train or private coal transportation
roads. For long-distance transportation, train transportation is a more cost-effective and practical
option. South Sumatra's underdeveloped infrastructure poses several challenges for coal mining
companies that do not have their own infrastructure assets or are not large enough to meet PT
KAI's rail transportation needs.
With limited coal transportation infrastructure in South Sumatra, there is a great opportunity for
RMKE to capture the captive market and gain further competitive advantages over competitors.
RMKE provides an integrated range of services, with strategically located facilities making it a cost-
effective option for coal mining companies. Rail transportation is a cheaper mode of transportation
than truck transportation, so transporting coal via provincial roads is no longer possible. RMKE
services include: train loading and unloading, truck transportation to ports, stockpiling, coal
crushing, barge loading and unloading and other port support services.
Currently coal transportation in Jambi still uses public roads and the condition is congested and
difficult to repair. The company sees the potential if it has a private road connected to the port so
that there is certainty of coal delivery. The project will involve infrastructure development, in
particular the construction of haul roads to improve logistics and coal transportation from the
mining site to the port.
Planned acquisition of ANM and ANR, a holding which has 3 subsidiaries engaged in the coal mining
sector. The three mines have resources of around 500 million tons and proven reserves of around
180 million tons. This acquisition aims to increase the Company's resource base and ensure the
sustainability of coal production in the long term and is expected to make a significant contribution
to the Company's overall output and improve its competitive position in the market. Apart from
that, the acquisition target company has also acquired most of the land needed to build a port and
a special road for transporting coal along 110 km, so that infrastructure development can be
carried out quickly. This is very important for the efficiency and sustainability of coal transportation
from the mine to the port.
26
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C. IMPACT OF THE TRANSACTION PLAN ON TRHE COMPANY’S FINANCIAL CONDITION
The following summary of pro forma financial information presents the impact of the Proposed
Transaction on the Company's financial information assuming the transaction occurs on March 31,
2024, which is taken from unaudited pro forma financial information along with independent
practitioner assurance reports from KAP Teramihardja, Pradhono & Chandra based on established
Assurance Engagement Standards by the Indonesian Institute of Public Accountants, based on its
report No. 0001/TPC-AS/HRK/24 dated July 17th, 2024.
A summary of the significant basic assumptions used in preparing the pro forma consolidated
financial information as of March 31, 2024 is as follows:
a. On May 8 2024, RMKE established a subsidiary, namely PT Royaltama Mulia Tambang ("RMT")
with 55% ownership. The 45% share ownership portion of RMT is owned by (a related party).
On May 8 2024, RMKE, through RMT, established PT Nusantara Bara Tambang (“NBT”). RMT's
ownership of NBT is 99.9%.
b. On July 16 2024, a Share Sale and Purchase Agreement was signed by NBT, NEL and NS, which
acquired 99.9% of the shares in ANM and ANR.
For the purposes of preparing pro forma consolidated financial information as of March 31, 2024,
RMT, NBT, ANM, ANR, AJC, BSS and SAS are assumed to have been consolidated as subsidiaries of
RMKE.
Before Transaction
Plan Proforma After
(Audited) Adjustment Transaction Plan
ASSET
CURRENT ASSETS
Cash on hand and in banks 19,774,884,584 13,015,436,897 32,790,321,481
Restricted cash and time
deposit 123,208,594,782 - 123,208,594,782
Trade receivables - net
Related parties 7,480,563,669 - 7,480,563,669
Third parties 198,449,359,480 - 198,449,359,480
Other receivables
Related parties 375,798,802,036 1,000,000 375,799,802,036
Third parties 4,830,202,998 - 4,830,202,998
Inventories 22,102,560,952 31,009,280,297 53,111,841,249
Short-term advances
and prepaid expenses 159,187,300,404 8,491,554,646 167,678,855,050
Prepaid taxes 216,361,888,948 15,577,043,328 231,938,932,276
Other current assets 132,842,221 - 132,842,221
Total Current Assets 1,127,327,000,074 68,094,315,168 1,195,421,315,242
NON-CURRENT ASSETS
Long-term advances 20,103,523,774 548,574,975,512 568,678,499,286
Restricted cash and time
deposit 13,950,978,109 20,811,662,577 34,762,640,686
Invesment in associate 83,498,354,039 89,943,267 83,588,297,306
Deferred tax assets 16,668,009,555 201,246,827 16,869,256,382
Fixed assets - net 807,688,544,349 28,198,906,481 835,887,450,830
Right-of-use asset - net 3,364,302,499 - 3,364,302,499
Mining properties - net 134,147,723,983 833,419,895,132 967,567,619,115
Tax amnesty assets - net 3,052,654,000 - 3,052,654,000
Total Non-Current Assets 1,082,474,090,308 1,431,296,629,796 2,513,770,720,104
TOTAL ASSETS 2,209,801,090,382 1,499,390,944,964 3,709,192,035,346
27
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Before Transaction
Plan Proforma After
(Audited) Adjustment Transaction Plan
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term bank loans 315,995,937,349 - 315,995,937,349
Trade payables
Related parties 71,972,867,798 - 71,972,867,798
Third parties 110,551,692,694 72,140,546,443 182,692,239,137
Other payables
Related parties - 506,697,865,849 506,697,865,849
Third parties 1,944,220,103 8,215,497,500 10,159,717,603
Taxes payable 25,725,076,550 1,504,241,161 27,229,317,711
Accrued expenses 4,915,111,068 9,246,279,540 14,161,390,608
Unearned revenues 4,056,939,395 7,581,441,834 11,638,381,229
Provision for mine rehabilitation,
mine closure and decommissioning - 29,214,703,454 29,214,703,454
Current maturities of
long-term liabilities:
Bank loans 65,698,500,000 - 65,698,500,000
Consumer financing payables 4,599,966,060 - 4,599,966,060
Lease liabilities 640,370,682 535,880,471 1,176,251,153
Total Current Liabilities 606,100,681,699 635,136,456,252 1,241,237,137,951
NON-CURRENT LIABILITIES
Provision for mine rehabilitation,
mine closure and decommissioning 5,794,000,000 - 5,794,000,000
Other payables third party - 813,334,252,500 813,334,252,500
Deferred tax liabilities - 555,055,442 555,055,442
Long-term liabilities - net of
current maturities:
Bank loans 64,245,000,000 - 64,245,000,000
Consumer financing payables 4,818,031,851 - 4,818,031,851
Lease liabilities 1,572,980,953 244,624,654 1,817,605,607
Employee benefits obligation 4,594,755,578 3,820,091,321 8,414,846,899
Total Non-Current Liabilities 81,024,768,382 817,954,023,917 898,978,792,299
Total Liabilities 687,125,450,081 1,453,090,480,169 2,140,215,930,250
EQUITY
Share capital - Rp 100 par value per share
Authorized - 14,000,000,000 shares, Issued
and fully paid - 4,375,000,000 shares 437,500,000,000 - 437,500,000,000
Additional paid-in capital 125,581,359,766 - 125,581,359,766
Foreign currency translation 40,870,499 - 40,870,499
Retained earnings
Appropriated 87,500,000,000 - 87,500,000,000
Unappropriated 857,088,086,480 35,049,464,795 892,137,551,275
Equity attributable to owners
of the Company 1,507,710,316,745 35,049,464,795 1,542,759,781,540
Non-controlling interests 14,965,323,556 11,251,000,000 26,216,323,556
Total Equity 1,522,675,640,301 46,300,464,795 1,568,976,105,096
TOTAL LIABILITIES AND EQUITY 2,209,801,090,382 1,499,390,944,964 3,709,192,035,346
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Before Transaction
Plan Proforma After
(Audited) Adjustment Transaction Plan
REVENUE 585,855,230,310 6,754,473,234 592,609,703,544
COST OF REVENUE (514,329,706,372) (408,757) (514,330,115,129)
GROSS PROFIT 71,525,523,938 78,279,588,415
General and administrative expenses (18,524,788,179) (12,361,139,739) (30,885,927,918)
Provision for impairment losses (1,970,272,022) - (1,970,272,022)
Discount purchase gain on
acquisition of subsidiaries - 35,049,464,795 35,049,464,795
Finance costs (9,840,609,412) (47,375,266) (9,887,984,678)
Finance Income 430,877,222 77,455,428 508,332,650
Other income (expense) - net 7,029,596,353 1,445,616,901 8,475,213,254
PROFIT BEFORE INCOME TAX 48,650,327,900 79,568,414,496
INCOME TAX EXPENSE (10,885,688,578) (873,763) (10,886,562,341)
PROFIT FOR THE YEAR 37,764,639,322 68,681,852,155
TOTAL OTHER COMPREHENSIVE INCOME
Item that will not be reclassified to profit or loss
Remeasurement of defined
benefits obligation 42,147,798 - 42,147,798
Related income tax expenses (9,272,516) - (9,272,516)
Items that may be reclassified
to profit or loss in subsequent period:
Exchange differences on translation
of accounts of foreign operations 45,619,764 - 45,619,764
Total comprehensive income - after tax 78,495,046 78,495,046
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR 37,843,134,368 68,760,347,201
The financial ratios affected before and after the Transaction Plan is carried out are as follows:
Before Transaction After Transaction
Financial Ratio Plan Plan
Return on Equity 2.48% 4.38%
Net Profit Margin 6.45% 4.38%
29
Page 30
IV. APPRAISAL REPORT SUMMARY
1. Summary of Stock Valuation Report
KJPP Syarif, Endang and Partners as Appraisers appointed by the Company to carry out an
assessment of the Transaction Object have submitted Share Appraisal Report No. 00031/2.0113-
03/BS/02/0340/1/VII/2024 dated 09 July 2024 and No. 00032/2.0113-03/BS/02/0340/1/VII/2024
dated 09 July 2024, with the following summary:
Assessment Object
c. 100% ANM shares
d. 100% ANR shares
Assessment Objectives
a. Providing an opinion on the Market Value of 100% of ANM shares including its Subsidiaries.
b. Providing an opinion on the Market Value of 100% of ANR shares
Assessment Date
The assessment date is March 31, 2024, where the limit is taken based on considerations of
interests and the purpose of the assessment.
Assessment Approaches and Methods
There are several generally accepted approaches, and calculation methods. All these methods and
procedures can generally be summarized into 3 categories of calculation approaches that are often
used, namely the Market Approach, Income Approach and Asset Approach.
We use three approaches used in stock valuation, namely: Income Approach with the Discounted
Cash Flow (“DCF”) method, Asset Approach with the Adjusted Book Value (“ABV”) Method and
Market Approach. Approach) using the Guideline Publicly Traded Company Method (“GPTC”).
Assumptions and Limiting Conditions
In this assessment there are several assumptions and limiting conditions that we use in connection
with value conclusions, including:
• The Assessment Report that we produce is a non-disclaimer opinion;
• We have reviewed the documents used in the Assessment process;
• The data and information obtained comes from external and internal sources whose accuracy
we believe can be trusted;
• We use adjusted financial projections that reflect the fairness of the financial projections
made by management and their ability to achieve them (fiduciary duty);
• We are responsible for the implementation of the Assessment and the fairness of the adjusted
financial projections;
• We produce Assessment Reports that are open to the public, unless there is confidential
information that could affect the company's operations;
• We are responsible for the Valuation Report and Value conclusions; And
• We have obtained information on the legal status of the Appraisal object from the assignor.
30
Page 31
Value Conclusion:
Based on the results of studies and analyzes that have been carried out to determine the stock
market value, in our opinion that:
a. Market Value of 100% of PT Artha Nusantara Minning Shares including its Subsidiaries on
March 31, 2024 USD 82,133,131 (Eighty Two Million One Hundred Thirty Three Thousand One
Hundred Thirty One United States Dollars).
b. The Share Market Value of 100.00% of PT Artha Nusantara Resources Shares on March 31 2024
is USD 0 (Zero United States Dollar).
These are the results of the assessment that we carried out while still referring to the applicable
assessment standards and code of ethics.
2. Summary of the Fairness Opinion Report on the Transaction Plan
KJPP Syarif, Endang and Partners as Appraisers appointed by the Company to carry out an
assessment to provide a Fairness Opinion on Transaction Objects have submitted Share Appraisal
Report No. 00034/2.0113-03/BS/02/0340/1/VII/2024 dated 17 July 2024, with the following
summary:
Assessment Date
The assessment date in this fairness opinion report is March 31, 2024.
Assessment Object
The object of the Fairness Opinion in this assignment is the Transaction Plan for the takeover of share
ownership in ANM and share ownership in ANR by NBT (a company with indirect ownership of RMKE
through RMT).
Purpose and objectives of valuation
The aim and objective of this assessment report is to provide a Fairness Opinion on the Transaction
Plan for the takeover of share ownership in ANM and share ownership in ANR by NBT (a company
with indirect ownership of RMKE through RMT). This fairness opinion is given in order to comply with
Regulation no. 17/POJK.04/2020 concerning Material Transactions and Changes in Business
Activities.
Conflict of Interest Regarding Transactions to Be Carried Out
The Transaction Plan involves parties whose economic interests of each party are known to have no
conflict of interest regarding the Transaction Plan to be carried out.
Assessment Approaches and Methods
In accordance with the scope of the assessment, the approaches and methods used are:
a. Transaction analysis;
b. Qualitative analysis and quantitative analysis of transaction plans;
c. Analysis of the fairness of the transaction value; And
d. Analysis of other relevant factors.
Assumptions and Limiting Conditions
The assumptions and limiting conditions used in preparing this Fairness Opinion are:
• This Fairness Opinion Report is a non-disclaimer opinion.
• We have reviewed the documents used in the Fairness Opinion.
31
Page 32
• In preparing this report, the assessor relied on the accuracy and completeness of the information
provided by RMKE or data obtained from publicly available information and other information
and research that we consider relevant.
• The appraiser uses financial projections before and after the Transaction Plan and the Proforma
Financial Report submitted by RMKE to reflect the fairness of the financial projections and their
ability to achieve (fiduciary duty).
• The appraiser is responsible for the implementation of the Appraisal and the fairness of the
adjusted financial projections.
• The reports produced are open to the public unless there is confidential information that could
affect RMKE's operations.
• The appraiser is responsible for the Fairness Opinion Report and the resulting conclusions.
• The appraiser has obtained information on the legal status of the Fairness Opinion object from
the assignor.
Conclusion:
Based on the analysis we conducted on the fairness of the Transaction Plan which includes
transaction analysis, qualitative analysis and quantitative analysis of the Transaction Plan, analysis
of the fairness of the transaction value and analysis of other relevant factors, we are of the opinion
that the Transaction Plan takes over share ownership in ANM and ownership shares in ANR by NBT
(a company with indirect ownership of RMKE through RMT) is Fair.
3. Summary of Fairness Opinion Report on Loan Transaction
KJPP Syarif, Endang and Partners as Appraisers appointed by the Company to carry out an
assessment to provide a Fairness Opinion on Loan Transactions have submitted Share Appraisal
Report No. 00035/2.0113-03/BS/02/0340/1/VII/2024 dated 17 July 2024, with the following
summary:
Assessment Date
The assessment date in this fairness opinion report is March 31, 2024.
Assessment Object
The object of the Fairness Opinion in this assignment is the Transaction of Providing RMKE Loans to
RMT which is a Company with Direct Ownership of RMKE amounting to IDR 90,000,000,000,- (Ninety
Billion Rupiah), as well as Providing RMT Loans and Obtaining Loans from RMK to NBT which is a
Company with RMKE's indirect ownership through RMT is IDR 275,000,000,000,- (Two Hundred
Seventy Five Billion Rupiah) and IDR 225,000,000,000,- (Two Hundred Twenty Five Billion Rupiah),
respectively.
Purpose and objectives of valuation
The purpose and objective of this assessment report is to provide a Fairness Opinion on Providing
RMKE Loans to RMT which is a Company with Direct Ownership of RMKE, as well as Providing RMT
Loans and Obtaining Loans from RMK to NBT which is a Company with Indirect Ownership of RMKE
through RMT.
Conflict of Interest Regarding Transactions to Be Carried Out
Transactions involve parties whose economic interests of each party are known to have no conflict
of interest regarding the Transaction.
32
Page 33
Assessment Approaches and Methods
In accordance with the scope of the assessment, the approaches and methods used are:
a. Transaction analysis;
b. Qualitative analysis and quantitative analysis of transaction plans;
c. Analysis of the fairness of the transaction value; And
d. Analysis of other relevant factors.
Assumptions and Limiting Conditions
The assumptions and limiting conditions used in preparing this Fairness Opinion are:
• This Fairness Opinion Report is a non-disclaimer opinion.
• We have reviewed the documents used in the Fairness Opinion.
• In preparing this report, the assessor relied on the accuracy and completeness of the
information provided by TRIN or data obtained from publicly available information and other
information and research that we consider relevant.
• The appraiser uses financial projections before and after the Transaction as well as Proforma
Financial Reports submitted by TRIN to reflect the fairness of the financial projections and their
ability to achieve (fiduciary duty).
• The appraiser is responsible for the implementation of the Appraisal and the fairness of the
adjusted financial projections.
• The reports produced are open to the public unless there is confidential information that could
affect TRIN's operations.
• The appraiser is responsible for the Fairness Opinion Report and the resulting conclusions.
• The appraiser has obtained information on the legal status of the Fairness Opinion object from
the assignor.
Conclusion:
On the basis of the analysis, we conducted on Transaction Fairness which includes transaction
analysis, qualitative analysis and quantitative analysis of Transactions, analysis of the fairness of
transaction values and analysis of other relevant factors, we are of the opinion that the Loan
Transaction from RMT (Company with Direct Ownership of RMKE) and Obtaining Loans from RMK
(Company with Direct Ownership of RMKE) to NBT (Company with Indirect Ownership of RMKE) is
Fair.
4. Summary of the Fairness Opinion Report on Providing Corporate Guarantee.
KJPP Syarif, Endang and Partners as Appraisers appointed by the Company to carry out an
assessment to provide a Fairness Opinion on Transaction Providing Corporate Guarantee have
submitted Share Appraisal Report No. 00038/2.0113-03/BS/02/0340/1/VII/2024 dated 17 July 2024,
with the following summary:
Assessment Date
The assessment date in this fairness opinion report is March 31, 2024.
Assessment Object
The object of the Fairness Opinion in this assignment is the Transaction Plan to Provide Corporate
Guarantee by RMKE to NEL in the amount of US$ 50,000,000 (Fifty Million United States Dollars).
33
Page 34
Purpose and objectives of valuation
Purpose and objectives of valuation
The purpose and objective of this assessment report is to provide a Fairness Opinion on the
Transaction Plan to provide a Corporate Guarantee by RMKE to NEL in the amount of US$ 50,000,000
(Fifty Million United States Dollars).
Conflict of Interest Regarding Transactions to Be Carried Out
Regarding Transactions to Be Carried Out the Transaction Plan involves parties whose economic
interests of each party are known to have no conflict of interest regarding the Transaction.
Assessment Approaches and Methods
In accordance with the scope of the assessment, the approaches and methods used are:
a. Transaction analysis;
b. Qualitative analysis and quantitative analysis of transaction plans;
c. Analysis of the fairness of the transaction value; And
d. Analysis of other relevant factors.
Assumptions and Limiting Conditions
The assumptions and limiting conditions used in preparing this Fairness Opinion are:
• This Fairness Opinion Report is a non-disclaimer opinion.
• We have reviewed the documents used in the Fairness Opinion.
• In preparing this report, the assessor relied on the accuracy and completeness of the information
provided by RMKE or data obtained from publicly available information and other information
and research that we consider relevant.
• The appraiser uses financial projections before and after the Transaction Plan and the Proforma
Financial Report submitted by RMKE to reflect the fairness of the financial projections and their
ability to achieve (fiduciary duty).
• The appraiser is responsible for the implementation of the Appraisal and the fairness of the
adjusted financial projections.
• The reports produced are open to the public unless there is confidential information that could
affect RMKE's operations.
• The appraiser is responsible for the Fairness Opinion Report and the resulting conclusions.
• The appraiser has obtained information on the legal status of the Fairness Opinion object from
the assignor.
Conclusion:
Based on the analysis we have carried out on the Fairness of the Transaction which includes
transaction analysis, qualitative analysis and quantitative analysis of the Transaction, analysis of the
fairness of the transaction value and analysis of other relevant factors, we are of the opinion that
the Transaction Provides a Corporate Guarantee by PT RMK Energy Tbk is Fair.
34
Page 35
V. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (EGMS) OF THE COMPANY
The Company intends to hold an EGMS, among other things, within the framework of the
Transaction Plan with the following schedule:
1 Report EGM Agenda to OJK : July 2, 2024
.2 EGM Announcement : July 18, 2024
.3 Recording date shareholder who are entitled to attend the EGMS : August 1, 2024
4 Invitation to the EGMS : August 2, 2024
.
5 Organizing the EGMS : August 26, 2024
.
The EGMS agenda in connection with the Transaction Plan is as follows:
1. Approval of the acquisition to be carried out by the subsidiary PT Nusantara Bara Tambang of all
shares of PT Artha Nusantara Mining and PT Artha Nusantara Resources.
2. Approval to provide a corporate guarantee for the obligations in the conditional sale and
purchase agreement for the acquisition to be carried out by a subsidiary, namely PT Nusantara
Bara Tambang, of all shares of PT Artha Nusantara Mining and PT Artha Nusantara Resources.
Based on POJK No. 15/2020, an EGMS can be held provided that it is attended by shareholders or
their legal proxies representing more than 1/2 (one half) of the total number of shares that have been
issued by the Company with valid voting rights and approved by more than 1 /2 (one half) part of the
number of votes validly cast at the EGMS.
35
Page 36
VI. INDEPENDEN PARTIES
Independent parties appointed by the Company to assist the Company in the Transaction Plan:
1. Budiarto Law Partnership, Legal Consultant appointed by the Company to assist the Company
in connection with the Transaction Plan;
2. Syarif, Endang & Partners Public Appraisal Services Office, a public appraiser appointed by the
Company to assess ANM and ANR shares and provide a fairness opinion on the Transaction and
Loan Plan.
3. Teramiharja, Pradhono & Chandra Public Accounting Firm, public accountant appointed to
audit the Company's Financial Report and prepare a proforma of the Company's financial
report in connection with the Transaction Plan.
36
Page 37
VII. STATEMENT OF THE BOARD OF DIRECTORS AND BOARDS OF COMMISSIONERS
The Company's Board of Commissioners and Directors declare that the Proposed Transaction is not an
Affiliate Transaction and is not a Conflict of Interest Transaction as referred to in POJK No. 42/2020.
The Company's Board of Commissioners and Directors declare that the Loan Transaction is an Affiliate
Transaction and is not a Conflict of Interest Transaction as intended in POJK No. 42/2020.
The information presented in this Information Disclosure has been approved by the Company's Board
of Commissioners and the Company's Directors are responsible for the correctness of this information.
The Board of Commissioners of the Company and the Directors of the Company declare that all
material information presented in this Disclosure of Information is correct and can be accounted for
and that there is no other material information relating to the Transaction Plan that has not been
disclosed so that it could cause the information presented in this Disclosure of Information to be
incorrect or misleading.
37
Page 38
VIII. ADDITIONAL INFORMATION
To obtain further information regarding the Transaction Plan, the Company's shareholders can contact
the Company at the following correspondence address:
PT RMK ENERGY TBK.
Wisma RMK Lt. 2, Puri Kencana Blok M4 No.1
Kembangan, Jakarta Barat
Jakarta 11610, Indonesia
Tel. (62-21) 582 2555
Fax. (62-21) 582 7555
Website: www.rmkenergy.com
Email: corsec@rmkenergy.com
38
Names mentioned 51 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Anugerah Jambi Coalindo
p.2 ×2
unresolved
org
PT Artha Nusantara Mining
p.2 ×9
unresolved
org
PT Artha Nusantara Resources
p.3 ×8
unresolved
org
PT Bakti Sarolangun Sejahtera
p.3 ×2
unresolved
org
Minister of Law and Human Rights
p.3 ×13
unresolved
org
PT Nusantara Bara Tambang
p.3 ×5
unresolved
org
West Jakarta. Nusantara Energy Limited
p.3
unresolved
org
PT Rantaimulia Kerncana
p.4
unresolved
org
PT Royaltama Mulia Tambang
p.4 ×4
unresolved
org
PT Sinar Anugerah Sukses
p.4 ×2
unresolved
org
Bank Indonesia
p.5 ×6
unresolved
org
PT RMK Group Indonesia.
p.6
unresolved
person
Roslina Sari Hendarto
p.12
unresolved
person
Christina Dwi Utami
· Notaris
p.12 ×2
unresolved
org
Ministry of Law and Human Rights
p.12 ×5
unresolved
org
PT Royaltama Mulia
p.12 ×2
unresolved
org
PT Royaltama Multi
p.12
unresolved
org
PT Royaltama Marga
p.12
unresolved
org
PT Truba Bara Banyu
p.12
unresolved
org
PT Royaltama Multi Komoditi Nusantara Pisteuo Commodities
p.12
unresolved
org
Pte. Ltd.
p.12
unresolved
org
PT Nusantara Bara
p.13
unresolved
org
PT Adimitra Jasa Korpora
p.13
unresolved
org
PT Royaltama Mulia Tambang Short History
p.15
unresolved
person
Yasmine Nurul Fitriasti
p.15 ×6
unresolved
org
PT Nusantara Bara Tambang Short History
p.16
unresolved
org
PT Artha Nusantara Mining Short History
p.17
unresolved
person
Shella Falianti
p.17
unresolved
org
Minister of Justice and Human Rights
p.17 ×5
unresolved
person
Aditya Putra Patria
· Notaris
p.17 ×19
unresolved
org
Nusantara Energy Ltd
p.17 ×2
unresolved
org
PT Artha Nusantara Resources Short History
p.19
unresolved
person
Siti Safarijah
p.19
unresolved
org
PT Bakti Sarolangun Sejahtera Short History
p.21
unresolved
person
Nany Ratna Wirdanialis
p.21 ×3
unresolved
org
PT Sinar Anugerah Sukses Short History
p.22
unresolved
org
PT Anugerah Jambi Coalindo Short History
p.24
unresolved
org
PT KAI's
p.26
unresolved
org
Teramihardja
p.27
unresolved
org
KJPP Syarif
p.30 ×4
unresolved
org
PT Artha Nusantara Minning
p.31
unresolved
org
PT Artha Nusantara Resources. Based
p.35
unresolved
org
Endang & Partners
p.36
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
6449 ms
12 Sep 2026 23:00
Raw output
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'appraiser_name': '',
'assets': [],
'currency': None,
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'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
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'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}