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CORPORATE DISCLOSURE TO SHAREHOLDERS
PT MITRA ADIPERKASA TBK
(“DISCLOSURE”)
In order to comply with the Financial Service Authority Regulation No. 42/POJK.04/2020
concerning Affiliated Transactions and Conflict of Interest Transactions (“POJK 42/2020”).
THE INFORMATION CONTAINED IN THIS DISCLOSURE IS IMPORTANT TO READ AND CONSIDER FOR
SHAREHOLDERS OF PT MITRA ADIPERKASA TBK ("Company")
Main Business Activities:
Engaged in the business of general trade including wholesale trade, retail trade and acting as
distributor for other parties.
Domiciled in Central Jakarta, Indonesia
Headquarter:
Sahid Sudirman Center, 29th Fl.
Jl. Jend. Sudirman Kav. 86
Jakarta 10220, Indonesia
Telephone: +62 21 8064 8498
Website: www.map.co.id
Email: corporate.secretary@map.co.id
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY, BOTH
INDIVIDUALLY AND COLLECTIVELY, DECLARE FULL RESPONSIBILITY FOR THE ACCURACY AND
COMPLETENESS OF THE INFORMATION DISCLOSED IN THIS DISCLOSURE INFORMATION. AFTER
CONDUCTING THOROUGH RESEARCH, CONFIRM THAT THE INFORMATION DISCLOSED HEREIN IS
TRUE AND THAT THERE ARE NO MATERIAL AND RELEVANT FACTS THAT HAVE NOT BEEN
DISCLOSED OR OMITTED WHICH WOULD RENDER THE DISCLOSED INFORMATION INACCURATE OR
MISLEADING.
This Disclosure is published in Jakarta
on July 2nd, 2024
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I. INTRODUCTION
The information stipulated in this Information Disclosure is made to fulfil the Company's obligation to
announce information disclosure pertaining to the Affiliate Transactions that the Company has carried
out with detail as detailed hereunder.
On June 28th, 2024, PT Mitra Adiperkasa Tbk, headquartered in Central Jakarta (hereinafter referred
to as "the Company"), PT Map Boga Adiperkasa Tbk, also based in Central Jakarta (hereinafter referred
to as "MAPB"), and Starbucks Coffee International, Inc, headquartered in the United States and its
affiliates (hereinafter referred to as "Starbucks"), entered into a Guarantee Agreement (hereinafter
referred to as "GA") to guarantee the entire obligations of PT Sari Coffee Indonesia, based in Central
Jakarta (hereinafter referred to as "SCI"), to Starbucks pursuant to the Area Development and
Operation License Agreement signed by and between SCI and Starbucks which has been signed on
October 17th, 2016, and other related agreements (hereinafter referred to as "ADOLA").
The Company indirectly owns 71,91% of the shares in SCI thru MAPB.
In accordance with the applicable laws and regulations, particularly the provisions of POJK 42/2020,
the Board of Directors of the Company hereby announces this Disclosure of Information with the
intention of providing an explanation, considerations, and reasons for conducting the Transaction to
the Company’s Shareholders as part of fulfilling the provisions of POJK 42/2020.
II. INFORMATION REGARDING THE TRANSACTION
A. Transaction, Object, and Transaction Value
1. Transaction
The transaction referred to in this Information Disclosure is the provision of a corporate
guarantee from the Company to Starbucks to guarantee SCI payment obligations arising under
ADOLA as regulated in GA dated June 28, 2024.
2. Object of Transaction
The provision of corporate guarantees by the Company to ensure SCI's compliance with its
obligations to Starbucks that arose from ADOLA. (hereinafter referred to as the
"Transaction").
3. Value of Transaction
The entire amount owed by SCI to Starbucks that arose from ADOLA.
4. Validity Period
The provision of corporatey guarantees by the Company starts from the date the GA is signed
on June 28th 2024 until December 31st 2025.
5. Involving Parties:
a. The Company as the guarantor
b. Starbucks as the beneficiary of the guarantee
c. SCI as the guaranteed party
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B. Information on the Parties Involved in the Transaction
1. The Company
a. Company Overview
The Company was established based on Deed of Establishment No.105 dated January 23rd,
1995, executed before Julia Mensana, SH, a Notary in Jakarta. The Company's deed of
establishment was approved by the Minister of Justice of the Republic of Indonesia under
Decree No. C2-9243.HT.01.01.TH.95 dated July 31st, 1995.
The Articles of Association of the Company lastly amended by the Deed of Meeting
Decision Statement No. 114 dated 19 August 2021 which was made before Hannywati
Gunawan, SH, Notary in Jakarta. This deed has been published in the State Gazette of the
Republic of Indonesia dated 19 November 2021 No.93, Supplement No. 36228.
b. Objectives, Purposes, and Business Activities
Based on Article 3 The Company’s Articles of Association, the Company’s objective and
purpose is to conduct business in the field of:
i. Wholesale and retail trade; repair and maintenance of automobiles and
motorcycles;
ii. Transportation and warehouse;
iii. Professional, science and technical activities;
iv. Education
To achieve the above purposes and objectives, the Company may engage in the following
business activities:
Key Business Activities:
i. engaging in wholesale trade, excluding automobiles and motorcycles, as well as retail
trade, excluding automobiles and motorcycles;
ii. acting as agent, supplier, franchisee, and/or distributor for other entities and
companies, both domestic and international;
Supporting Business Activities That Support Key Business Activities:
i. engaging in import and export activities, of all kinds of tradeable goods across the
island/region as well as local trade, both for one’s calculation and for the calculation
of other individuals or legal entities on a commission basis.
ii. engaging in industrial (manufacturing) activities of all materials producible
domestically, including ready-made garments, footwear, and handicrafts;
iii. engaging in transportation services using motor vehicles, both for passenger and
freight transport;
iv. engaging in business providing general services and consultations, including
management consulting, production methods, accounting procedures, human
resources development, as well as educational tutoring and counseling services
(excluding travel services and consulting in legal and taxation fields);
v. engaging in the field of education.
c. Capital Structure and Share Ownership
As of the date of this Disclosure of Information, the capital structure, composition of
shareholders, and share ownership of the Company are in accordance with the
Shareholders Register of the Company as of May 31st, 2024, issued by PT Datindo
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Entrycom, the Company’s Share Registration Bureau, as follows:
INFORMATION TOTAL SHARE NOMINAL VALUE
@Rp50.00 %
PER SHARE
(Rp)
Authorized Capital 40,000,000,000 2,000,000,000,000.00
Issued and Paid-up Capital:
1. PT Satya Mulia Gema Gemilang 8,466,000,000 423,300,000,000.00 51
2. Public 8,134,000,000 406,700,000,000.00 49
Total Issued and Paid-up Capital 16,600,000,000 830.000,000,000.00 100
d. Management and Supervision
As of the date of this Information Disclosure, the composition of the members of the Board
of Commissioners and Board of Directors of the Company is as follows are as stipulated in
the Deed of Shareholders Resolutions No 225 dated 27 June 2024 made before Hannywati
Gunawan, S.H., Notary in Jakarta:
Board of Directors
President Director : Herman Bernhard Leopold Mantiri
Vice President Director : Virendra Prakash Sharma
Director : Susiana Latif
Director : Sean Gustav Standish Hughes
Director : Handaka Santosa
Director : Sjeniwati Gusman
Board of Commissioners
Independent President Commissioner : Sri Indrastuti Hadiputranto
Independent Vice President Commissioner : GBPH Prabukusumo, S.Psi.
Commissioner : Sintia Kolonas
Commissioner : Zoee Ho Ziwei
Commissioner : Johanes Ridwan
e. Address
The Company is domiciled at Sahid Sudirman Center, 29th Floor, Jl. Jenderal Sudirman Kav.
86, Central Jakarta, Jakarta 10220.
2. Starbucks Coffee International, Inc.
a. Company Overview
Starbucks was founded based on Articles of Association No: U.B.I. 601 663 980,
Washington Profit Corporation.
b. Objectives, Purposes, and Business Activities
Based on Starbucks' Articles of Association, Starbucks' aims and objectives are to operate
in the field of: Holding Company, this corporation is organized for the purposes of
transacting any and all lawful business for which a corporation may be incorporated
under Title 23B of the Revised Code of Washington, as amended.
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c. Capital Structure and Share Ownership
As of the date of this Disclosure of Information, the authorized capital stock of this
corporation shall consist of 1,000 shares of common stock without par value.
Starbucks Corporation is the sole (i.e. 100%) shareholder of Starbucks Coffee
International, Inc.
d. Management
As of the date of this Information Disclosure, the composition of the members of the
Directors of Starbucks is as follows:
Direksi
Direktur : Brady Brewer
Direktur : Rachel Ruggeri
e. Address
Starbucks is domiciled at 2401 Utah Avenue South, Seattle, Washington 98134.
3. SCI
a. Company Overview
As per Deed of Establishment No. 30 dated December 7th, 2001, made before Eliwaty
Tjitra S.H., Notary in Jakarta, SCI has been established. As amended based on Deed No.
50 dated December 12th, 2001, made before Eliwaty Tjitra, S.H. The Deed of
Establishment along with the amendment has been announced in the State Gazette of
the Republic of Indonesia dated May 24th, 2002 No.42, Addition No. 5026.
SCI’s Article of Association’s latest amendments, as stated in the Deed No. 137 dated
March 18th, 2021 made before Hannywati Gunawan, S.H., Notary in Jakarta, which
contains SCI’s objectives and purposes. The Article of Association amendment has been
reported and obtained approval from the Indonesian Minister of Law and Human Rights
with Decree No. AHU-0017353.AH.01.02. Year 2021 dated March 22nd, 2021.
b. Objectives, Purposes, and Business Activities
According to Article 3 regarding SCI’s Articles of Association, SCI's objectives and purposes
are to conduct business in the field:
i. Wholesale and retail trade;
ii. Processing industry;
iii. Accommodation and food and beverages provider;
iv. Electronic money issuer;
v. Transfer of funds issuer;
vi. Website Portal.
To achieve the above purposes and objectives, SCI may engage in the following business
activities:
i. Operating wholesale and retail business, including:
- wholesale trade of agricultural and livestock products,
- wholesale trade of fruits,
- wholesale trade of vegetables,
- wholesale trade of coffee, tea, and cacao,
- wholesale trade of oil and vegetable fat,
- wholesale trade of other agricultural products,
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- wholesale trade of sugar, chocolate, and candy,
- wholesale trade of bread products,
- wholesale trade of non-alcoholic beverages excluding milk,
- wholesale trade of other food and beverage products,
- wholesale trade of various other household goods and supplies not classified
elsewhere,
- wholesale trade of various goods,
- retail trade of various goods especially food, beverage, or tobacco in
supermarkets/minimarkets,
- retail trade of various goods especially traditional food, beverage, or tobacco in
supermarkets/minimarkets,
- retail trade of non-alcoholic beverages,
- retail trade of bread, cookies, cakes, and similar items,
- retail trade of coffee, sugar, and brown sugar,
- retail trade of meat and processed fish,
- retail trade of other food,
- retail trade of bags, wallets, suitcases, backpacks, and similar items,
- retail trade of mixed goods through media,
- retail trade of mixed goods through media, as in 47911 to 47913.
ii. operating business of processed industry including:
- other milk processing industry,
- bread and cookie products industry,
- food from the chocolate and candy processing industry,
- coffee processing industry,
- herbal processing industry,
- tea processing industry,
- other food product industry,
- soft drink industry;
iii. operating accommodation and food and beverages suppliers including:
- restaurant,
- event catering,
- other food supply,
- bistro/café,
- beverage shop;
iv. digital platform/website portal for commercial purposes;
v. acting as an agent, supplier, franchise, and/or distributor of other institutions and
companies, from either domestic or overseas;
vi. engaging in import and export activities, of all kinds of tradeable goods across the
island/region as well as local trade, both for one’s calculation and for the calculation of
other individuals or legal entities on a commission basis.
c. Capital Structure and Share Ownership
On the day of the Disclosure published, SCI’s capital structure, shareholders composition,
and share ownership SCI, namely as follows:
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INFORMATION TOTAL SHARE NOMINAL VALUE %
Rp1,000,000.00
PER SHARE
Authorized Capital 900,000 900,000,000,000.00
Issued and Paid-up Capital
1. PT Map Boga Adiperkasa Tbk 554,998 554,998,000,000.00 99.99
2. PT Premier Capital Investment 2 2,000,000.00 0.01
Total Issued and Paid-up Capital 555,000 555,000,000,000.00 100
d. Management and Supervision
On the day of the Disclosure published, the Company’s Board of Directors and Board of
Commissioners structure are as stipulated in the Deed of Resolutions of Shareholders No.
10 dated 1st March 2024 made before Hanny Gunawan, S.H. as notified to the MOLHR as
stipulated in its Decision Letter No. AHU-AH.01.09.0094726 dated 6 Maret 2024, as
follows:
Board of Directors
President Director : Anthony Valentine Mc Evoy
Director : Sjeniwati Gusman
Director : Handaka Santosa
Director : Derwin Wirawan
Board of Commissioner
President Commissioner : Herman Bernhard Leopold Mantiri
Commissioner : Susiana Latif
Commissioner : Hendry Hasiholan Batubara
e. Address
The Company is domiciled at Sahid Sudirman Center, 27th Floor, Jl. Jenderal Sudirman Kav.
86, Central Jakarta, Jakarta 10220.
A. Nature of the Affiliate Relationship
- The Company indirectly owns 71,91% of the shares in SCI thru MAPB.
- Shared management personnel between the Company and SCI.
- Starbucks is the party receiving the corporate guarantee from the Company to secure the
fulfilment of SCI's payment obligations as stipulated in the ADOLA. Starbucks is a third party
not affiliated with the Company and SCI.
III. SUMMARY OF APPRAISAL’ REPORT
A. Independent Party Appointed relating to the Transaction
The Company appointed a Kantor Jasa Penilai Publik (hereinafter referred to as “KJPP”) Kusnanto
& rekan (hereinafter referred to as “KR”) to provide a fairness opinion over the Transaction based
on assignment letter No. KR/240517-003 dated 17 Mei 2024 which has been approved by the
management of the Company. Furthermore, KR as KJPP based on the Decree of the Minister of
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Finance No. 2.19.0162 dated 15 th July 2019 and registered as a capital market supporting
professional service office at Otoritas Jasa Keuangan
(hereinafter referred to as “OJK”) with a Capital Market Supporting Professional Registration
Certificate No. STTD.PB-02/PJ-1/PM.223/2023 (business appraiser).
B. Independent Appraiser's Opinion
1. Summary of the Fairness Opinion Report
Summary of Fairness Opinion Report No. 00102/2.0162-00/BS/05/0382/1/VI/2024 dated
June 28, 2024 prepared by KR:
a. Involving Parties
Involving Parties are the Company, MAPB, and Starbucks.
b. Object of Fairness Opinion
The object of the Fairness Opinion of the Transaction is the provision of corporate
guarantees by the Company and MAPB to secure the payment obligations of the
total amount payable by SCI to Starbucks, effective from the date of signing the GA
until December 31, 2025.
2. Purpose and Objective of the Fairness Opinion
The purpose and objective of the preparation of the Fairness Opinion on the Transaction is
to provide an overview to the Company’s Directors regarding the fairness of the
Transaction from a financial aspect and to comply with the applicable regulations, i.e. POJK
42/2020.
3. Main Assumptions and Limiting Conditions
The Fairness Opinion analysis on the Transaction was prepared using the data and
information disclosed above, such as the data and information that KJPP KR have reviewed.
In performing the analysis, KJPP KR relied on the accuracy, reliability and completeness of
all financial information, information on the legal status of the Company and other
information provided to KJPP KR by the Company or publicly available and KJPP KR are not
responsible for the accuracy of such information. Any changes to the data and information
may materially influence the outcome of KJPP KR's opinion. KJPP KR also relied on
assurances from the management of the Company that they did not know the facts, which
led to the information given to KJPP KR being incomplete or misleading. Therefore, KJPP
KR are not responsible for the changes in the conclusions of KJPP KR Fairness Opinion
caused by changes in those data and information.
The Company's financial projections before and after the Transaction were prepared by
the Company's management. KJPP KR has reviewed such financial projections, and they
describe the operating conditions and performance of the Company. Overall, KJPP KR not
any significant adjustments to be made to the performance targets of the Company.
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KJPP KR’s did not perform an inspection of the Company's fixed assets or facilities. In
addition, KJPP KR also did not give an opinion on the tax impact of the Transaction. The
service KJPP KR provided to the Company in connection with the Transaction merely was
the provision of the Fairness Opinion on the Transaction, not accounting services, auditing
or taxation. KJPP KR did not perform observation on the validity of the Transaction from
legal aspects and implication of taxation aspects. The Fairness Opinion on the Transaction
was only performed from economic and financial aspects. The fairness opinion report on
the Transaction represented a non-disclaimer opinion and was an open-for-public report
unless there was confidential information on such report, which might affect the
Company's operations. Furthermore, KJPP KR have also obtained the information on the
legal status of the Company based on the articles of association of the Company.
KJPP KR’s work related to the Transaction was not and could not be interpreted in any form,
a review or an audit or an implementation of certain procedures of financial information.
The work was also not intended to reveal weaknesses in internal control, errors or
irregularities in the financial statements or violation of law. In addition, KJPP KR did not
have the authority and was not in a position to obtain and analyze a form of other
transactions that existed and might be available to the Company other than the
Transaction and the effect of these transactions to the Transaction.
This Fairness Opinion was prepared based on the market and economic conditions,
general business and financial conditions as well as government regulations related to the
Transaction on the issuance date of this Fairness Opinion.
In preparing the Fairness Opinion, KJPP KR applied several assumptions, such as the
fulfillment of all conditions and obligations of the Company as well as all parties involved
in the Transaction. Transaction would be executed as described accordingly to a
predetermined time period and the accuracy of the information regarding the Transaction
which was disclosed by the Company's management.
The Fairness Opinion should be viewed as a whole and the use of partial analysis and
information without considering other information and analysis as a whole may cause a
misleading view and conclusion on the process underlying the Fairness Opinion. The
preparation of the Fairness Opinion was a complicated process and might not be possible
to perform through incomplete analysis.
KJPP KR also assumed that from the issuance date of the Fairness Opinion until the
execution date of the Transaction, there were no changes that could materially affect the
assumptions used in the preparation of the Fairness Opinion. KJPP KR are not responsible
to reaffirm or to supplement or to update KJPP KR opinion due to the changes in the
assumptions and conditions as well as events occurring after the letter date. The
calculation and analysis in the Fairness Opinion have been performed properly and KJPP
KR are responsible for the fairness opinion report.
The conclusion of the Fairness Opinion is applicable for no changes that might materially
impact on the Transaction. Such changes include, but not limited to, the changes in
conditions both internally on the Company and externally on the market and economic
conditions, general conditions of business, trading and financial as well as government
regulations of Indonesia and other relevant regulations after the issuance date of the
fairness opinion report. Whenever after the issuance date of the fairness opinion report
such changes occur, the Fairness Opinion on the Transaction might be different.
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4. Methodology and Procedure of Fairness Opinion on Transaction
In evaluating the Fairness Opinion on Transaction, KJPP KR KR had performed analysis
through the approaches and procedures of the Fairness Opinion on Transaction as follows:
I. Analysis of the Transaction;
II. Qualitative and quantitative analysis of the Transaction; and
III. Analysis of the fairness on Transaction.
5. Fairness Opinion Conclusion
Based on the scope of works, assumptions, data, and information acquired from the
Company's management, which was used in the preparation of this fairness opinion
The report, a review of the financial impact on the Transaction as disclosed in the fairness
opinion report; therefore, in KJPP KR's opinion, the Transaction is fair.
IV. EXPLANATION, CONSIDERATION, AND REASON FOR UNDERTAKING THE AFFILIATE
TRANSACTION COMPARED TO SIMILAR TRANSACTIONS CONDUCTED WITH NON-AFFILIATED
PARTIES
A. Transaction Purposes
The implementation of this Transaction is due to the request of Starbucks as the owner of the
Starbucks brand in connection with the payment relief facilities provided by Starbucks to SCI with
regard to licensing fees and other costs borne by SCI.
B. Consideration for Transactions Conducted with Affiliated Parties
This transaction involves the Company providing a corporate guarantee as the parent company to
secure the payment obligations of its subsidiary.
V. BOARD OF DIRECTORS’ STATEMENT
This transaction has undergone appropriate procedures to ensure that it is conducted in accordance
with general business practices and adheres to the principle of arm's length transactions.
VI. BOARD OF COMMISSIONERS’ STATEMENT
This Affiliate Transaction:
1. Does not contain any conflicts of interest; and
2. All material information has been disclosed and the information is not misleading.
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VII. ADDITIONAL INFORMATION
To all shareholders who need further information regarding the Transaction as stipulated in this
Corporate Disclosure, please contact:
PT Mitra Adiperkasa Tbk.
Corporate Secretary
Sahid Sudirman Center, 29th floor
Jl. Jend. Sudirman Kav. 86
Jakarta 10220, Indonesia
Telephone: +62 21 8064 8498
Website: www.map.co.id
Email: corporate.secretary@map.co.id
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Names mentioned 31 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Julia Mensana
· Notaris
p.3
unresolved
org
Minister of Justice
p.3
unresolved
person
Hannywati Gunawan
· Notaris
p.3 ×5
unresolved
—
Sintia Kolon
· Commissioner
p.4
unresolved
org
Washington Profit Corporation
p.4
unresolved
org
Starbucks Corporation
p.5
unresolved
person
Eliwaty Tjitra
· Notaris
p.5
unresolved
org
Minister of Law and Human Rights
p.5
unresolved
org
PT Premier Capital Investment
p.7
unresolved
person
Hanny Gunawan
p.7
unresolved
org
KJPP KR
p.8 ×19
unresolved
org
KJPP KR's
p.8 ×4
unresolved
org
KJPP KR Fairness Opinion
p.8
unresolved
org
KJPP KR KR
p.10
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