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20240701_INDY_Informasi Transaksi Afiliasi_31677940_lamp4.pdf
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DISCLOSURE OF INFORMATION
IN RELATION TO AFFILIATED PARTY TRANSACTION
THIS DISCLOSURE OF INFORMATION IS MADE AND PROVIDED WITH REGARDS IN COMPLIANCE WITH
THE FINANCIAL SERVICE AUTHORITY REGULATION NO.42/POJK.04/2020 DATED 2 JULY 2020 ON
AFFILIATED PARTY TRANSACTION AND CONFLICT OF INTEREST ("POJK 42/2020") AND FINANCIAL
SERVICE AUTHORITY NO.31/POJK.04/2015 DATED 22 DECEMBER 2015 ON DISCLOSURE OF
INFORMATION OR MATERIAL FACT BY ISSUERS OR PUBLIC COMPANIES.
THE INFORMATION AS STATED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ
AND CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY.
IF YOU FIND ANY DIFFICULTY TO UNDERSTAND THE INFORMATION AS STATED IN THIS DISCLOSURE
OF INFORMATION PLEASE CONSULT WITH YOUR LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL
ADVISOR OR OTHER PROFESSIONALS.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, SEVERALLY
AND JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND THE COMPLETENESS OF THE
INFORMATION AS STATED IN THIS DISCLOSURE OF INFORMATION. THE BOARD OF DIRECTORS AND
THE BOARD OF COMMISSIONERS DECLARE THAT THE INFORMATION STATED IN THIS DISCLOSURE
OF INFORMATION IS COMPLETE AND AFTER GIVING DUE AND CAREFUL EXAMINATION, EMPHASIZE
THAT THE INFORMATION STATED IN THIS DISCLOSURE OF INFORMATION IS CORRECT AND THAT
THERE ARE NO MATERIAL AND RELEVANT FACTS OMITTED TO BE DISCLOSED IN THIS DISCLOSURE
OF INFORMATION WHICH CAN CAUSE THE INFORMATION STATED HEREIN TO BE UNTRUE AND/OR
MISLEADING.
AFTER DUE CONSIDERATION, THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE
COMPANY, INDIVIDUALLY AND COLLECTIVELY, STATE THAT THIS TRANSACTION IS NOT CONSIDERED
AS CONFLICT OF INTEREST AS GOVERNED IN POJK 42/2020.
THE BOARD OF DIRECTORS OF THE COMPANY, INDIVIDUALLY OR COLLECTIVELY, STATES THAT THIS
AFFILIATED PARTY TRANSACTION HAS PASSED THE RELEVANT PROCEDURES TO ENSURE THAT THE
AFFILIATED PARTY TRANSACTION IS CONDUCTED IN ACCORDANCE WITH THE APPLICABLE
BUSINESS PRACTICE.
PT INDIKA ENERGY TBK.
Line of Business
Trading, Construction, Real Estate, Mining and Excavation, Shipping, Procurement of Electricity, and Service
Domiciled in South Jakarta, DKI Jakarta, Indonesia
Office
Graha Mitra 11th Floor
Jl. Jenderal Gatot Subroto Kav.21
Jakarta 12930, Indonesia
Telp. +6221 25579888 Fax. +6221 25579800
corporate.secretary@indikaenergy.co.id
www.indikaenergy.co.id
This Disclosure of Information is issued in Jakarta on 2 July 2024
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DEFINITION AND ABBREVIATION
Director means the member of Board of Directors serving in the Company as of the date of this
Disclosure of Information.
Rp means Rupiah, the currency of the Republic of Indonesia.
EMB means PT Energi Makmur Buana, a limited liability company established under laws of Republic
of Indonesia and domiciled in South Jakarta and is owned 51% indirectly by the Company.
Public Accounting Firm means Public Accounting Firm Imelda & Rekan (member of the Deloitte Asia
Pacific network and the Deloitte Network).
Disclosure of Information means this Disclosure of Information provided to the shareholders.
Independent Appraiser or KJPP means Public Appraisal Service Firm (Kantor Jasa Penilai Publik)
Iskandar & Rekan.
Commissioner means member of the Board of Commissioners serving in the Company as of the date
of this Disclosure of Information.
Consolidated Financial Statements of the Company means the consolidated financial statement of
the Company for the year ended 31 December 2023, audited by Public Accounting Firm, with partner
Muhammad Irfan, who has provided an unmodified opinion.
MOLHR means Minister of Law and Human Rights of the Republic of Indonesia.
Financial Services Authority or OJK means Financial Services Authority, an independent institution,
which duties and authorities covers regulatory, supervisory, inspection, and investigation within the
sector of Capital Markets, Insurance, Pension Funds, Financial Institution and other Financial Service
Bodies as stipulated in the Law No. 21 of 2011 dated 22 November 2011 (on Financial Services
Authority as the substitute body of Bapepam-LK which came into effect since 31 December 2012).
Company means PT Indika Energy Tbk., domiciled in Graha Mitra, 11th Floor, Jl. Jend. Gatot Subroto
Kav. 21, Jakarta Selatan 12930, a publicly listed company which shares are traded in Indonesia Stock
Exchange, which established and governd under laws of Republic of Indonesia.
POJK 42/2020 means OJK Regulation No. 42/POJK.04/2020 on Affiliated Party Transaction and
Conflict of Interest.
Transactions means transaction as defined in Recitals of this Disclosure of Information.
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RECITALS
The information stated in this Disclosure of Information is conveyed to the shareholders in relation to
the provision of an intercompany loan facility by the Company to EMB in the amount of
Rp72,000,000,000 (seventy-two billion Rupiah) (the "Transaction"). The Loan Agreement between the
companies related to this Transaction was signed by the Company and EMB (the Company and EMB
hereinafter referred to as the "Parties") on 28 June 2024 ("Loan Agreement").
In this case, there is a share ownership relationship between the Company and EMB, in which EMB is
a subsidiary which is indirectly owned 51% by the Company. Because the implementation of this
Transaction is an affiliated transaction that is not excluded based on POJK 42/2020, this Transaction
must use a fairness opinion issued by KJPP as an independent appraiser registered with OJK.
DETAILS ON AFFILIATED PARTY TRANSACTION
1. BACKGROUND, REASON AND BENEFIT OF THE TRANSACTION
EMB is a subsidiary of the Company engaged in four-wheeled electric vehicles. The main focus
of EMB is the distribution of four-wheeled electric vehicles and the development of electric
charging infrastructure in Indonesia.
To support EMB's business activities, this Transaction was made in order to assist EMB's
funding needs in accordance with EMB's annual plan and budget. The development of EMB
business activities is an implementation of the Company's business diversification program,
especially in the electric vehicle sector, and supports the Company's target of achieving Net
Zero by 2050.
2. DATE OF AFFILIATED PARTY TRANSACTION
The Loan Agreement was signed by the Parties on date 28 June 2024.
3. OBJECT OF THE AFFILIATED PARTY TRANSACTION
The object of the affiliated transaction conducted by the Parties is an inter-company loan
agreement for working capital and financing other operational activities at EMB.
4. VALUE OF THE AFFILIATED PARTY TRANSACTION
The Transaction value is Rp72,000,000,000 (seventy-two billion Rupiah).
5. PARTIES CONDUCTING THE AFFILIATED PARTY TRANSACTION
(a) The Company as the Lender
Brief Summary
The Company is duly established by virtue of Deed of Establishment No. 31 dated 19
October 2000, drawn up before Hasanal Yani Ali Amin, S.H., Notary in Jakarta, the said
deed has been ratified by the MOLHR by virtue of its Decree No. C-13115
HT.01.01.Th.2001 dated 18 October 2001. The Articles of Association of the Company
has been amended several times and lastly amended by the Deed No. 8 dated 22 April
2022, drawn up before Aryanti Artisari, S.H., M.Kn., Notary in South Jakarta
Administrative City, such amendment has been approved by the MOLHR by virtue of
its Decree No. AHU-0034135.AH.01.02.Tahun 2022 dated 20 May 2022 and has been
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registered in the Company Registry No. AHU-0093799.AH.01.11.Tahun 2022 dated 20
May 2022 and the latest composition of Board of Directors and Board of Commissioners
by the virtue of Deed No. 11 dated 19 April 2023, drawn up before Aryanti Artisari,
S.H., M.Kn., Notary in South Jakarta Administrative City, which has been notifed by the
MOLHR by virtue of Letter of Notification Receipt of Amendment of Company Data No.
AHU-AH-01.09-0118385 dated 15 May 2023 and has been registered in the Company
Registry No. AHU-0091075.AH.01.11.Tahun 2023 dated 15 May 2023.
The Company is currently domiciled in South Jakarta with a registered office at Graha
Mitra, 11th Floor, Jl. Jenderal Gatot Subroto Kav. 21, South Jakarta 12930, Indonesia.
Objective and Purpose
The purposes and objectives of the Company are to carry out business in the sectors
of Trading, Construction, Real Estate, Mining and Excavation, Shipping, Procurement
of Electricity, and Services.
Capital and Shareholding Composition
Capital and shareholding composition of the Company are as follows:
Authorized capital : Rp 1,700,000,000,000
Issued and paid-up capital : Rp 521,019,200,000
Nominal value per share : Rp 100
The composition of the shareholders of the Company based on the Register of
Shareholders as of 31 May 2024 issued by PT Datindo Entrycom as the Securities
Administration Bureau of the Company is as follows:
Total Nominal
Number of
Shareholder Name Value %
shares
(US$)
PT Indika Inti Investindo 1,968,882,699 21,499,012 37.84%
PT Teladan Resources 1,463,155,591 15,976,777 28.12%
Agus Lasmono 10,156,000 110,897 0.20%
Indracahya Basuki 1,403,500 15,325 0.03%
M. Arsjad Rasjid P. M. 1,208,000 13,191 0.02%
Azis Armand 1,208,000 13,191 0.02%
PT Indika Mitra Holdiko 10 0,11 0,00%
Community 1,756,678,200 18,903,816 33.76%
Number of outstanding shares 5,202,692,000 56,532,209 100%
Treasury stocks 7,500,000 359,945
Amount of issued and paid-up capital 5,210,192,000 56,892,154 100%
Management and Supervision
The current composition of the Board of Commissioners and Board of Directors of the
Company is as follows:
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Board of Commissioners
President Commissioner : Agus Lasmono
Vice President Commissioner : Richard Bruce Ness
Commissioner : Indracahya Basuki
Independent Commissioner : Farid Harianto
Independent Commissioner : Eko Putro Sandjojo
Board of Directors
President Director : M. Arsjad Rasjid P. M.
Vice President Director : Azis Armand
Director : Retina Rosabai
Director : Purbaja Pantja
Director : Kamen Kamenov Palatov
(b) EMB as Borrower
Brief Summary
EMB was established based on the Deed of Establishment No. 16 dated 14 April 2015
drawn up before Yousfrita, S.H., M.Kn., Notary in Jakarta, which deed has been
approved by the MOLHR based on Decree No. AHU-2418155.AH.01.01.TAHUN 2015
dated 15 April 2015, whereby the EMB's articles of association have undergone several
amendments, and the latest amendments are contained in the Deed No. 19 dated
17 October 2022 made by Notary Ungke Mulawanti, S.H., M.Kn. Notary in Bekasi
Regency, West Java, which has been obtained (i) approval from from the MOLHR
through letter No. AHU-0075337.AH.01.02.Tahun 2022 dated 18 October 2022 , (ii)
receipt of notification from the MOLHR through letter number AHU-AH.01.03-0303424
dated 18 October 2022 and (iii) receipt of notification of changes to company data
number AHU-AH.01.09-0066762 dated 18 October 2022 (“Articles of Association of
EMB”). The latest change to the Board of Commissioners and the Board of Directors
composition of EMB is as set forth in Deed No. 94 dated 27 June 2024, made before
Ungke Mulawanti, S.H., M.Kn., Notary in Bekasi Regency.
EMB is currently domiciled at Graha Mitra, 10th Floor, Jl. Jenderal Gatot Subroto Kav.
21, South Jakarta 12930, Indonesia.
Objective and Purpose
Objective and Purpose of EMB are to do business in the manufacturing industry,
including procurement of electricity, gas, steam, water, and cold air, as well as
wholesale and retail trade, repair and maintenance of cars and motorcycles.
Capital and Shareholding Composition
The current capital structure of EMB are as follows:
Authorized capital : Rp 28,572,000,000
Issued/Paid-up capital : Rp 28,572,000,000
Amount per share : Rp 1,000,000
Shareholders composition of EMB based on the Articles of Association of EMB are as
follows:
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Number of
Name of Shareholder Nominal Value (Rp) %
Shares
PT Mitra Motor Group 14,572 14,572,000,000 51.00
PT Buana Auto Sejahtera 14,000 14,000,000,000 49.00
Total 28,572 28,572,000,000 100
Management and Supervision
Current composition of EMB’s Board of Directors and Board of Commissioners are as
follows:
Board of Commissioners
President Commissioner : Johanes Ispurnawan
Commissioner : Purbaja Pantja
Commissioner : Albert Aulia Ilyas
Board of Directors
President Director : Alif Sasetyo
Director : Yusa Oktavia
6. AFFILIATE RELATION OF THE PARTIES CONDUCTED THE AFFILIATED PARTY
TRANSACTION
The nature of the Affiliate relation between the Company and EMB is that EMB is a controlled
company of the Company whose shares are indirectly owned 51% by the Company.
MATERIAL INFORMATION IN RELATION TO THE AFFILIATED PARTY TRANSACTION
1. Explanation, consideration, and background of the transaction
The implementation of the Transaction supports the Company's diversification program,
particularly in the electric vehicle sector. EMB, which is a subsidiary of the Company, intends
to develop the penetration of four or more wheeled electric vehicles in Indonesia, including but
not limited to four or more wheeled electric vehicles and electric charging infrastructure.
EMB funding through this Transaction is carried out by utilizing the Company's internal liquidity.
The use of this Transaction is for working capital and other operational activities at EMB.
2. Effect of transaction to financial condition
By carrying out this Transaction, the Company optimizes its internal liquidity. The following is
an analysis of the Transaction on the Company's financial condition:
(a) Analysis to the Consolidated Financial Statements of the Company
The proforma (loss) of the Company's net profit has not changed in connection with the
Transaction.
Overall, the proforma of the Company's assets, liabilities, and equity after the Transaction
has not changed.
(b) Analysis on Impact to the Company’s Consolidated Financial Statements with or without
the Transaction
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Based on the projected profit and loss, the calculation of the value-added contribution to
the Company's profit is as follows:
With the transaction, the contribution of added value contribution to revenue during 2024 –
2028 amounts to US$167,451 and the Company's EBITDA, EBIT, EBT, and EAT profits
are US$15,605, US$15,605, US$15,605, and US$15,550, respectively. This transaction
will provide the Company with increased revenue and profit, benefiting the overall financial
performance.
Liquidity Impact Analysis
Historical Projection
Description
2023 2024 2025 2026 2027 2028
After/With Proforma
Transaction
-CR 151.06% 95.06% 102.37% 138.53% 174.69% 211.39%
Before/Without Historical
Transaction
-CR 151.06% 94.89% 101.80% 137.54% 173.59% 210.13%
Historical Projection
Description
2023 2024 2025 2026 2027 2028
After/With Proforma
Transaction
-DER 126.06% 89.73% 53.62% 39.05% 35.54% 32.40%
-DAR 55.76% 47.29% 34.91% 28.08% 26.22% 24.47%
Before/Without Historical
Transaction
-DER 126.06% 89.80% 53.64% 39.04% 35.48% 32.36%
-DAR 55.76% 47.31% 34.91% 28.08% 26.19% 24.45%
Industry Average
-DER 58.65%
-DAR 34.88%
3. Summary of the Transaction
Parties : 1. The Company as the Lender.
2. EMB as the Borrower.
Amount of Facility : Rp72,000,000,000
Tenor : 5 years
Use of Proceeds : Working capital and other operational activities of EMB
Interest : 8.4% per annum, payable annually on 31 December
Repayment : At the end of the tenor, with the option of early
repayment
SUMMARY OF VALUER REPORT IN RELATION TO FAIRNESS TO THE OBJECT OF
TRANSACTION
1. Identity of the Valuer
KJPP is a consultant, business and property valuer, who has obtained business license from
Ministry of Finance of the Republic of Indonesia under Decree of the Finance Ministry of the
Republic of Indonesia No. 772/KM.1/2013 dated 12 November 2013, and registered as Profesi
Penunjang Pasar Modal in OJK under letter No. S-774/PM.25/2013 dated 27 November 2013
under Surat Tanda Terdaftar Profesi Penunjang Pasar Modal No. STTD.PPB-43/PM.223/2021
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dated 22 September 2021, to prepare an independent Fairness Opinion (as defined in Object
to the Fairness Opinion as below).
2. Summary of Valuation
(a) Party
i. The Company as lender; and
ii. EMB as borrower.
(b) Object of Fairness Opinion
The object of the fairness analysis is the proposed intercompany loan transaction from
the Company to EMB in Rupiah, where the Company is the indirect owner of 51% of the
shares in EMB (hereinafter referred to as the "Transaction Plan" in the Fairness Opinion
Report).
(c) Objective and Purpose of the Proposed Transaction
The assessment conducted by KJPP aims to provide an opinion on the fairness of the
Proposed Transaction, namely the plan to provide intercompany loan facility from the
Company to EMB in Rupiah, where the Company is the indirect owner of 51% of EMB,
as defined in this report to comply with OJK regulation in the capital market sector, and
not for taxation, banking purpose and not for other forms of transaction.
(d) Valuation Date
Valuation is conducted as per 31 December 2023.
(e) Assumption and Limiting Conditions
a. This Fairness Opinion Report is a non-disclaimer opinion in which KJPP has
conducted a review of the legal status of the documents used in the appraisal
process, data and information obtained from the Company's management or other
reliable resources.
b. This Fairness Opinion Report has been prepared using adjusted financial
projections that reflect the fairness of financial projections made by management
with their fiduciary duty.
c. KJPP is responsible for opinions, the implementation of assessments, and the
fairness of financial projections.
d. KJPP is responsible for opinion in fairness opinion report, and this fairness opinion
report is publicly available, unless there is confidential information which may affect
the Company’s operational activity.
e. KJPP has obtained information on the legal status of the object of the fairness object
from the Company.
f. Assumptions and other Limiting Conditions disclosed in the report.
(f) Approach and Procedure of Fairness Opinion
In assessing fairness of the proposed Transaction, KJPP is using analysis method as
follows:
a. Perform analysis on Proposed Transaction.
b. Conduct a qualitative analysis of the Proposed Transaction.
c. Conduct a quantitative analysis of the Proposed Transaction.
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d. Perform analysis of guarantees related to the Proposed Transaction.
e. Perform analysis of the fairness of the value of the Proposed Transaction.
f. Perform analysis on other relevant factors.
(g) Analysis on Proposed Transaction
The amount of the loan facility from the object of the Proposed Transaction in the form of
providing a loan facility to EMB by the Company can be repaid at maturity, so it can be
concluded that the amount of the loan facility from the object of the Proposed Transaction
is fair.
The results of the analysis of the interest rate on the loan facility from the Company as
the creditor charged to EMB for the working capital loan facility are still within the range
of interest rates in the market, so it can be concluded that the interest rate on the loan
facility charged by the Company to EMB is fair.
The results of an analysis of the financial impact of the Proposed Transaction to be
carried out on the interests of shareholders conclude that the implementation of the
Proposed Transaction will increase revenue and profits, thereby adding value to the
Company, hence aligns with the interests of shareholders.
The results of the analysis of business considerations used by the Company’s
management related to the Proposed Transaction to be carried out for the interests of
shareholders are to support the Company's diversification program, especially in the
electric vehicle sector through EMB in accordance with the interests of shareholders.
Based on the conclusions from the results of the above analysis, KJPP is of the opinion
that the transaction is fair.
(h) Summary
Based on fairness analysis of the Proposed Transaction as reflected in Fairness Opinion
Report No. 00185/2.0118-00/BS/05/0520/1/VI/2024 dated 27 June 2024, KJPP is on the
opinion that the Proposed Transaction is FAIR.
ADDITIONAL INFORMATION
For further information, please send your request to the Company’s address as follows:
PT Indika Energy Tbk.
Graha Mitra 11th Floor
Jl. Jenderal Gatot Subroto Kav.21
Jakarta 12930, Indonesia
Telp. +6221 25579888 Fax. +6221 25579800
E-Mail: corporate.secretary@indikaenergy.co.id
www.indikaenergy.co.id
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Names mentioned 31 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Energi Makmur Buana
p.2
unresolved
org
Public Accounting Firm Imelda & Rekan
p.2
unresolved
org
Iskandar & Rekan
p.2
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
Financial Services Authority
p.2 ×3
unresolved
org
Bapepam-LK
p.2 ×2
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
person
Hasanal Yani Ali Amin
· Notaris
p.3
unresolved
person
Aryanti Artisari
· Notaris
p.3 ×3
unresolved
org
PT Datindo Entrycom
p.4
unresolved
org
PT Indika Mitra Holdiko
p.4
unresolved
—
Treasury stocks
p.4
unresolved
person
Yousfrita
· Notaris
p.5
unresolved
person
Notary Ungke Mulawanti
· Notaris
p.5 ×2
unresolved
—
Nominal Value (Rp)
· Name of Shareholder
p.6
unresolved
org
PT Buana Auto Sejahtera
p.6
unresolved
org
Ministry of Finance
p.7
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