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20240701_INDY_Informasi Transaksi Afiliasi_31677939_lamp3.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 was published in Jakarta on 1 July 2024
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DEFINITIONS AND ABBREVIATIONS
Affiliates are:
1. Family relationships due to marriage and lineage up to the second degree, both horizontally
and vertically;
2. Relationships between a party with their employees, directors, or commissioners of the relevant
party;
3. Relationships between 2 (two) companies where there are 1 (one) or more members of the
same Board of Directors or Board of Commissioners;
4. Relationships between a company and a party, whether directly or indirectly, controlled or
controlled by the company;
5. Relationships between 2 (two) companies that are controlled, either directly or indirectly, by the
same party; or
6. The relationship between the company and the majority shareholders.
Director means a member of the Board of Directors of the Company who is currently in office at the
date of this Disclosure of Information.
Subscription Price means the subscription price of Series B Shares paid by the Investor to IPA in
connection with the Transaction in the amount of Rp23,700,000,000,- (twenty-three billion seven
hundred million Rupiah).
Investor or ISA means PT Infura Sejahtera Abadi, a limited liability company established under the
laws of the Republic of Indonesia.
IPA means PT Interport Patimban Agung, a Controlled Company of the Company whose financial
statements are consolidated in the Financial Statements of the Company.
Public Accounting Firm means Imelda & Partners Public Accounting Firm.
Disclosure of Information means this Disclosure of Information that is submitted to the shareholders.
KJPP means Public Appraisal Service Firm (Kantor Jasa Penilai Publik) Iskandar and Partners.
Commissioner means a member of the Board of Commissioners of the Company who is currently in
office as of the date of this Disclosure of Information.
The Financial Statements of the Company means the Consolidated Financial Statements of the
Company as of 31 December 2023 which have been audited by a Public Accounting Firm.
MOLHR means the 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).
Shareholders means the shareholders of the Company whose names are registered in the
shareholders register of the Company.
Agreement means the Shares Subscription Agreement effective from the date of 28 June 2024 signed
by and between the IPA and the Investor.
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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.
Controlled Company means a company that is controlled either directly or indirectly by the Company
as defined in POJK 42/2020.
POJK 42/2020 means OJK Regulation No. 42 /POJK.04/2020 concerning Affiliated Party Transactions
and Conflict of Interest Transactions.
PPI means PT Pelabuhan Patimban International, a limited liability company incorporated under the
laws of the state of Indonesia, and is an associate entity of IPA where IPA has a 29% (twenty-nine
percent) ownership in PPI.
Rupiah or Rp means Rupiah.
Series B Shares mean 120 (one hundred and twenty) new series B shares with a nominal value of
Rp197,500,000 (one hundred and ninety-seven million five hundred thousand Rupiah) per Series B
share, representing 48.98% (forty-eight point nine eight percent) issued by IPA to Investor.
Transaction means the transaction described in the Introduction section as set forth in this Disclosure
of Information.
Affiliated Party Transaction means any activity and/or transaction conducted by a public company or
a controlled company with an Affiliate of a public company or an Affiliate of a member of the Board of
Directors, a member of the Board of Commissioners, majority shareholder, or a Controller, including
any activity and/or transaction conducted by a public company or a controlled company for the benefit
of an Affiliate of a public company or an Affiliate of a member of the Board of Directors, a member of
the Board of Commissioners, majority shareholder, or a Controller.
RECITALS
In order to comply with the provisions of POJK 42/2020, the Board of Directors of the Company
announces the Disclosure of Information to provide information to Shareholders of the Company that
IPA and the Investor have signed the Agreement effective on 28 June 2024.
The Transaction that has been executed is the issuance of 120 (one hundred and twenty) new Series
B Shares by IPA with a nominal value of Rp197,500,000,- (one hundred and ninety-seven million five
hundred thousand Rupiah) per Series B Share, representing 48.98% (forty-eight point nine eight
percent) to the Investor (the "Transaction"), with a Transaction value of Rp23,700,000,000,- (twenty-
three billion seven hundred million Rupiah).
The Transaction is an Affiliated Party Transaction as referred to in POJK 42/2020, where there is a
management relationship between the Company and ISA. The Affiliated Party Transaction is conducted
and carried out in accordance with the procedures as stipulated in Article 3 of POJK 42/2020 and the
generally accepted business practices.
In accordance with the provisions of Article 4 paragraph (1) POJK 42/2020, this Transaction is an
Affiliated Party Transaction that is required to use the services of an Independent Appraiser in
determining the fairness of the Affiliated Party Transaction which needs to be announced to the public.
The Company has obtained a fair value assessment for this Transaction based on the Valuer's Report
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from KJPP No. 00170/2.0118-00/BS/02/0596/1/VI/2024 dated 14 June 2024 concerning Laporan
Pendapat Kewajaran Rencana Transaksi Penerimaan Setoran Modal pada PT Infura Sejahtera Abadi
oleh PT Interport Patimban Agung (Perusahaan Terkendali PT Indika Energy Tbk.) (the "KJPP
Report").
Furthermore, the Company is also obliged to announce the Disclosure of Information to the public and
submit the KJPP Report and other supporting documents to the OJK no later than 2 (two) business
days as of the date of the Transaction as referred to in Article 4 of POJK 42/2020.
DETAILS ON AFFILIATED PARTY TRANSACTION
1. BACKGROUND, REASONS AND BENEFITS OF THE TRANSACTION
The Transaction is carried out in accordance with the strategic plans of the Company and/or
IPA, namely as part of the risk management strategy of the Company, as well as sharing the
potential for payment of operational costs in connection with the concession agreement of PPI
that must be carried out by the shareholders of PPI. Therefore, IPA entered into the Transaction
that is categorized as an Affiliated Party Transaction, namely the issuance of Series B Shares
to the Investor.
2. DATE OF THE AFFILIATED PARTY TRANSACTION
The Share Subscription Agreement between IPA and ISA was signed and effective on 28 June
2024.
3. OBJECT OF THE AFFILIATED PARTY TRANSACTION
The object of the Affiliated Party Transaction conducted by IPA and ISA, is the subscription of
120 (one hundred and twenty) new series B shares by ISA in IPA (a Controlled Company of
the Company) with a nominal value of Rp197,500,000 (one hundred and ninety-seven million
five hundred thousand Rupiah) per Series B Share.
4. VALUE OF THE AFFILIATED PARTY TRANSACTION
Based on the Agreement, the value of the shares subscription Transaction by ISA in IPA is IDR
23,700,000,000,- (twenty-three billion seven hundred million Rupiah) with a value of IDR
197,500,000 (one hundred and ninety-seven million five hundred thousand Rupiah) per Series
B Share.
5. PARTIES CONDUCTING THE AFFILIATED PARTY TRANSACTION
1. IPA as a Shares Issuer or Recipient of Capital Participation
Brief Summary
PT Interport Patimban Agung, domiciled in Jakarta, is a limited liability company
established in and under the laws of the Republic of Indonesia by virtue of Deed of
Establishment No. 01 dated 1 February 2021 made before Ungke Mulawanti, S.H., M.Kn.,
Notary in Bekasi Regency, as ratified by the MOLHR under Decree No. AHU-0009596.
AH.01.01.Tahun 2021 dated 9 February 2021. The Articles of Association set out in the
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Deed of Establishment have been amended lastly by virtue of Deed of Restatement of
Circular Resolution of Shareholders of IPA No. 104 dated 28 June 2024, made before
Ungke Mulawanti S.H., M.Kn., Notary in Bekasi ("Articles of Association of IPA").
Objective and Purpose
In accordance with Article 3 of the Articles of Association of IPA, the objective and purpose
of IPA is to engage in the fields of:
a. Wholesale and retail trading; and
b. Professional, scientific, and technical activities.
To achieve the objectives and purposes as mentioned above, IPA can carry out the
following business activities:
a. Wholesale and Retail Trading Business
- Wholesale Trading on the Basis of Fees or Contracts (KBLI 46100)
b. Professional, Scientific, and Technical Activities
- Head Office Activities (KBLI 70100);
- Transportation Consultation Activities (KBLI 70202); and
- Other Management Consulting Activities (KBLI 70209).
Capital and Shareholding Composition
Before Transaction
Based on Deed of Establishment No. 01 dated 1 February 2021 made before Ungke
Mulawanti, S.H., M.Kn., Notary in Bekasi Regency, as ratified by the MOLHR under Decree
No. AHU-0009596. AH.01.01.Tahun 2021 dated 9 February 2021, the capital structure and
shareholding composition of IPA are as follows:
Authorized Capital : Rp500,000,000
Issued Capital : Rp125,000,000
Paid-up Capital : Rp125,000,000
The authorized capital of IPA is divided into 500 (five hundred) shares with a nominal value
of Rp1,000,000 (one million Rupiah) per share. Thus, the shareholders composition of IPA
is as follows:
Number Nominal Total Nominal
Shareholder Name of per Share Value %
shares (Rp) (Rp)
PT Interport Mandiri Utama 124 1,000,000 124,000,000 99.2
PT Indika Logistic & Support 1 1,000,000 1,000,000 0.8
Services
Total 125 23,825,000,000 100
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After the Transaction
Based on the Deed of Restatement of Circular Resolution of Shareholders of IPA No. 104
dated 28 June 2024, made before Ungke Mulawanti S.H., M.Kn., Notary in Bekasi, the
capital structure and shareholders composition of IPA are as follows:
Authorized Capital : Rp95,300,000,000
Issued Capital : Rp23,825,000,000
Paid-up Capital : Rp23,825,000,000
The authorized capital of IPA is divided into 980 (nine hundred and eighty) shares
consisting of (i) 500 (five hundred) Series A Shares with a nominal value of Rp1,000,000
(one million Rupiah) per Series A Share; and (ii) 480 (four hundred and eighty) Series B
Shares with a nominal value of Rp197,500,000 (one hundred and ninety-seven million five
hundred thousand Rupiah) per Series B Share. Thus, the shareholders composition of IPA
is as follows:
Nominal Total Nominal
Numbe
Name of Class of Value per Value
r of %
Shareholder Shares Share (Rp)
shares
(Rp)
PT Interport Series A 124 1,000,000 124,000,000 50.612
Mandiri Utama Share
PT Indika Logistic Series A 1 1,000,000 1,000,000 0.408
& Support Share
Services
PT Infura Series B 120 197,500,000 23,700,000,000 48.980
Sejahtera Abadi Share
Total 245 23,825,000,000 100
Management and Supervision
Based on the Deed of Restatement of Shareholders Resolution of IPA No. 16 dated 13
May 2024, made before Ungke Mulawanti, S.H., M.Kn., Notary in Bekasi Regency, which
has been notified to the MOLHR by virtue of Receipt of Notification concerning Changes
in Company Data No. AHU-AH.01.09-0202125 dated 14 May 2024, the current
composition of the Board of Commissioners and the Board of Directors of IPA is as follows:
Board of Commissioners
Commissioner : Adi Darma Shima
Board of Directors
President Director : Yukki Nugrahawan Hanafi
Director : Alif Sasetyo
Director : Djuniardi Christanto
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2. ISA as an Investor or Subscriber
Brief Summary
PT Infura Sejahtera Abadi, domiciled in Jakarta, is a limited liability company established
in and under the laws of the Republic of Indonesia by virtue of Deed of Establishment No.
20 dated 29 July 2021, made by Ungke Mulawanti S.H., M.Kn., Notary in Bekasi Regency.
The Deed of Establishment has been ratified by the MOLHR under Decree No. AHU-
0048437. AH.01.01.Tahun 2021 dated 4 August 2021 ("Deed of Establishment of ISA").
Objective and Purpose
In accordance with Article 3 of the Deed of Establishment of the ISA, the objective and
purpose of the ISA is to engage in the field of Professional, Scientific, and Technical
Activities.
To achieve the aforementioned objective and purpose, ISA can carry out the following
business activities:
- Other Management Consulting Activities (KBLI 70209)
Capital and Shareholding Composition
Based on the Deed of Establishment of an ISA, the capital and shareholding composition
of ISA are as follows:
Authorized Capital : Rp100,000,000,000
Issued Capital : Rp25,000,000,000
Paid-up Capital : Rp25,000,000,000
The authorized capital of ISA is divided into 25,000 (twenty-five thousand) shares with a
nominal value of Rp1,000,000 (one million Rupiah) per share. Thus, the shareholders
composition of ISA is as follows:
Number Total Nominal
Nominal per
Shareholder Name of Value %
Share (Rp)
shares (Rp)
PT Mohammad 8,250 1,000,000 8,250,000,000 33.00
Mangkuningrat
PT Basis Utama Prima 8,500 1,000,000 8,500,000,000 34.00
Alvin Reynaldi 8,250 1,000,000 8,250,000,000 33.00
Setiawan
Total 25,000 25,000,000,000 100
Management and Supervision
Based on the Deed of Establishment of ISA, the current composition of the Board of
Commissioners and the Board of Directors of ISA is as follows:
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Board of Commissioners
Commissioner : M. Arsjad Rasjid P.M.
Board of Directors
Director : Satrio
6. AFFILIATE RELATION OF THE PARTIES CONDUCTED THE AFFILIATED PARTY
TRANSACTION
The nature of the Affiliate relationship between the Company, IPA, and ISA is as follows:
a. IPA is a Controlled Company of the Company whose shares are indirectly owned by the
Company in the amount of 51.02% (fifty one point zero two percent); and
b. There is a member of the Board of Commissioners of ISA who also serves as member of
the Board of Directors of the Company.
Name Company IPA ISA
Agus Lasmono PC
Richard Bruce Ness VPC
Indracahya Basuki C
Farid Harianto IC
Eko Putro Sandjojo IC
M. Arsjad Rasjid P.M. PD C
Azis Armand VPD
Retina Rosabai D
Purbaja Pantja D
Kamen Kamenov Palatov D
Adi Darma Shima C
Yukki Nugrahawan Hanafi PD
Alif Sasetyo D
Djuniardi Christanto D
Satrio D
Description:
PC : President Commissioner
VPC : Vice President Commissioner
C : Commissioner
IC : Independent Commissioner
PD : President Director
VPD : Vice President Director
D : Director
Thus, there is a management relationship between the Company and ISA.
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MATERIAL INFORMATION IN RELATION TO
THE AFFILIATED PARTY TRANSACTION
1. Explanation, consideration, and background of the transaction
The Transaction is carried out in accordance with the strategic plans of the Company and/or
IPA, namely as part of the risk management strategy of the Company, as well as sharing the
potential for payment of operational costs in connection with the concession agreement of PPI
that must be carried out by the shareholders of PPI. The Subscription Price received by IPA
will be used by IPA, among others, for:
a. Full repayment of unpaid debts of IPA;
b. Business development; and
c. Operational costs.
2. Effect of transaction to financial conditions
a) Analysis of the Consolidated Financial Statements of the Company
The following is a brief analysis of the proforma financial condition on the Transaction of
the Company as of 31 December 2023:
• Proforma of the current assets increased by 0.10% from US$1,484,102,000 to
US$1,485,640,000.
• There is no change to the proforma of non-current assets.
• Overall, the asset proforma of the Company after the Transaction increased by 0.05%
from US$3,113,102,000 to US$3,114,640,000.
• The short-term liability proforma has not changed.
• The long-term liability proforma has not changed.
• Overall, the liability proforma of the Company has not changed.
• Proforma equity increased by 0.11% from US$1,377,137,000 to US$1,378,675,000.
• The Proforma Current Ratio increased by 0.10% from 151.06% to 151.21%.
• The Proforma Debt to Equity Ratio and Debt to Asset Ratio decreased by 126.06%
and 55.76% to 125.92% and 55.74%, respectively.
Financial Adjustment Proforma
Position Consolidated
Statement pre- Financial
Transaction Position
(US$) (US$) Statements
Post-Transaction
(US$)
Current Assets 1,484,102,000 1,537,000 1,485,640,000
Assets Not Current 1,629,000,000 - 1,629,000,000
Number of Assets 3,113,102,000 1,537,000 3,114,640,000
Short-Term Liability 982,490,000 - 982,490,000
Long-Term Liability 753,475,000 - 753,475,000
Total Liability 1,735,965,000 - 1,735,965,000
Total Equity 1,377,137,000 1,537,000 1,378,675,000
Total Liabilities and Equity 3,113,102,000 1,537,000 3,114,640,000
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b) Impact Analysis of the Consolidated Financial Statements of the Company with and without
the Transaction
The value-added contribution of the proposed Transaction can be measured from the
increase in financial profit.
Based on the projected profit and loss, the calculation of the value-added contribution to
the profit of the Company is as follows:
Kontribusi Nilai Tambah Terhadap Laba Perseroan (USD.000)
Tahun
Uraian
2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
Dengan Transaksi (1)
EBT 143.920 228.495 278.997 314.990 338.122 357.491 377.400 398.993 424.149 449.426
EAT 116.138 177.828 217.204 245.261 263.285 278.372 293.881 311.205 330.836 350.559
Tanpa Transaksi (2)
EBT 145.668 230.301 280.877 316.950 340.168 359.632 379.634 399.039 424.149 449.392
EAT 117.886 179.635 219.084 247.221 265.331 280.513 296.114 311.250 330.836 350.526
Konstribusi Nilai Tambah (1-2)
EBT (1.748) (1.807) (1.881) (1.960) (2.046) (2.141) (2.233) (46) (0) 34
EAT (1.748) (1.807) (1.881) (1.960) (2.046) (2.141) (2.233) (46) (0) 34
Kontribusi Nilai Tambah Terhadap Laba Perseroan (USD.000)
Tahun
Uraian
2034 2035 2036 2037 2038 2039 2040 2041 2042 2043
Dengan Transaksi (1)
EBT 471.934 495.572 520.381 546.452 573.813 602.531 632.718 664.381 697.658 732.641
EAT 368.126 386.574 405.935 426.285 447.639 470.049 493.614 518.323 544.298 571.614
Tanpa Transaksi (2)
EBT 471.855 495.442 520.209 546.213 573.518 602.188 632.292 663.901 697.090 731.938
EAT 368.047 386.445 405.763 426.046 447.344 469.707 493.188 517.842 543.730 570.912
Konstribusi Nilai Tambah (1-2)
EBT 78 129 173 239 295 343 426 480 568 702
EAT 78 129 173 239 295 343 426 480 568 702
Kontribusi Nilai Tambah Terhadap Laba Perseroan (USD.000)
Tahun
Uraian
2044 2045 2046 2047 2048 2049 2050 2051 2052 2053
Dengan Transaksi (1)
EBT 769.393 807.992 848.531 891.107 935.825 982.791 1.032.121 1.083.934 1.138.356 1.195.520
EAT 600.317 630.463 662.127 695.384 730.317 767.009 805.551 846.036 888.565 933.241
Tanpa Transaksi (2)
EBT 768.529 806.950 847.292 889.650 934.127 980.828 1.029.863 1.081.351 1.135.412 1.192.177
EAT 599.453 629.421 660.888 693.927 728.619 765.046 803.293 843.453 885.622 929.898
Konstribusi Nilai Tambah (1-2)
EBT 864 1.042 1.239 1.457 1.697 1.963 2.257 2.583 2.944 3.343
EAT 864 1.042 1.239 1.457 1.697 1.963 2.257 2.583 2.944 3.343
Kontribusi Nilai Tambah Terhadap Laba Perseroan (USD.000)
Tahun
Uraian Jumlah
2054 2055 2056 2057 2058 2059 2060 2061
Dengan Transaksi (1)
EBT 1.255.566 1.318.640 1.384.896 1.454.499 1.527.617 1.604.433 1.685.135 1.769.656 30.936.073
EAT 980.174 1.029.480 1.081.280 1.135.703 1.192.883 1.252.963 1.316.092 1.382.163 24.146.774
Tanpa Transaksi (2)
EBT 1.251.780 1.314.363 1.380.076 1.449.073 1.521.521 1.597.592 1.677.465 1.761.333 30.879.838
EAT 976.388 1.025.203 1.076.459 1.130.277 1.186.787 1.246.121 1.308.423 1.373.839 24.090.539
Konstribusi Nilai Tambah (1-2)
EBT 3.786 4.276 4.821 5.425 6.096 6.841 7.669 8.323 56.235
EAT 3.786 4.276 4.821 5.425 6.096 6.841 7.669 8.323 56.235
Based on the calculation, the Transaction provides added value as follows:
• With the Transaction, the contribution of added value during 2024 – 2061 to the
Company's profit of EBT and EAT amounted to US$56,235 thousand and US$56,235
thousand, respectively.
• With the Transaction, the value-added contribution from 2024 – 2061 will be an average
of 0.81% and 1.04% for EBT and EAT profitability each year.
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Kontribusi Nilai Tambah Terhadap Profitabilitas Perseroan (USD.000)
Tahun
Uraian
2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
Dengan Transaksi (1)
EBT/Sales 5,34% 8,08% 9,39% 10,10% 10,33% 10,40% 10,45% 10,53% 10,66% 10,75%
EAT/Sales 4,31% 6,29% 7,31% 7,86% 8,04% 8,10% 8,14% 8,21% 8,31% 8,39%
Tanpa Transaksi (2)
EBT/Sales 5,41% 8,14% 9,46% 10,16% 10,39% 10,46% 10,52% 10,53% 10,66% 10,75%
EAT/Sales 4,38% 6,35% 7,38% 7,93% 8,10% 8,16% 8,20% 8,21% 8,31% 8,39%
Konstribusi Nilai Tambah
EBT/Sales -1,20% -0,78% -0,67% -0,62% -0,60% -0,60% -0,59% -0,01% 0,00% 0,01%
EAT/Sales -1,48% -1,01% -0,86% -0,79% -0,77% -0,76% -0,75% -0,01% 0,00% 0,01%
Kontribusi Nilai Tambah Terhadap Profitabilitas Perseroan (USD.000)
Tahun
Uraian
2034 2035 2036 2037 2038 2039 2040 2041 2042 2043
Dengan Transaksi (1)
EBT/Sales 10,75% 10,76% 10,76% 10,76% 10,76% 10,76% 10,76% 10,76% 10,76% 10,76%
EAT/Sales 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,40% 8,40%
Tanpa Transaksi (2)
EBT/Sales 10,75% 10,75% 10,75% 10,75% 10,75% 10,75% 10,75% 10,75% 10,75% 10,75%
EAT/Sales 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,39%
Konstribusi Nilai Tambah
EBT/Sales 0,02% 0,03% 0,03% 0,04% 0,05% 0,06% 0,07% 0,07% 0,08% 0,10%
EAT/Sales 0,02% 0,03% 0,04% 0,06% 0,07% 0,07% 0,09% 0,09% 0,10% 0,12%
Kontribusi Nilai Tambah Terhadap Profitabilitas Perseroan (USD.000)
Tahun
Uraian
2044 2045 2046 2047 2048 2049 2050 2051 2052 2053
Dengan Transaksi (1)
EBT/Sales 10,76% 10,77% 10,77% 10,77% 10,77% 10,77% 10,78% 10,78% 10,78% 10,78%
EAT/Sales 8,40% 8,40% 8,40% 8,40% 8,41% 8,41% 8,41% 8,41% 8,41% 8,42%
Tanpa Transaksi (2)
EBT/Sales 10,75% 10,75% 10,75% 10,75% 10,75% 10,75% 10,75% 10,75% 10,75% 10,75%
EAT/Sales 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,39%
Konstribusi Nilai Tambah
EBT/Sales 0,11% 0,13% 0,15% 0,16% 0,18% 0,20% 0,22% 0,24% 0,26% 0,28%
EAT/Sales 0,14% 0,17% 0,19% 0,21% 0,23% 0,26% 0,28% 0,31% 0,33% 0,36%
Kontribusi Nilai Tambah Terhadap Profitabilitas Perseroan (USD.000)
Tahun Rata-rata
Uraian
2054 2055 2056 2057 2058 2059 2060 2061 2024-2061
Dengan Transaksi (1)
EBT/Sales 10,78% 10,79% 10,79% 10,79% 10,79% 10,80% 10,80% 10,80% 10,47%
EAT/Sales 8,42% 8,42% 8,42% 8,43% 8,43% 8,43% 8,44% 8,44% 8,17%
Tanpa Transaksi (2)
EBT/Sales 10,75% 10,75% 10,75% 10,75% 10,75% 10,75% 10,75% 10,75% 10,46%
EAT/Sales 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,39% 8,16%
Konstribusi Nilai Tambah
EBT/Sales 0,30% 0,33% 0,35% 0,37% 0,40% 0,43% 0,46% 0,47% 0,01%
EAT/Sales 0,39% 0,42% 0,45% 0,48% 0,51% 0,55% 0,59% 0,61% 0,02%
3. Transaction Summary
Parties : 1. IPA as a share issuer or recipient of capital
participation; and
2. ISA as an investor or subscriber.
Scope : Pursuant to the Agreement, IPA and ISA have agreed
that subject to the fulfillment or waiver of the preliminary
requirements as stipulated in the Conditional Share
Takeover Agreement dated 29 February 2024, ISA will
take part in the new Series B Shares issued by IPA to
grant ISA shareholding of 48.98% (forty-eight point
nine eight percent) of all issued and paid-up shares in
IPA.
Transaction Value : Based on the Agreement, the capital participation
Transaction in IPA by ISA is Rp23,700,000,000
(twenty-three billion seven hundred million Rupiah),
with a nominal value of Rp197,500,000 (one hundred
and ninety-seven million five hundred thousand
Rupiah) per Series B Share.
11
Page 12
Applicable Law : Laws of the Republic of Indonesia
Dispute Resolution : Indonesian National Arbitration Board
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 appraiser who has a business license from the
Ministry of Finance of the Republic of Indonesia under Decree No. 772/KM.1/2013 dated 12
November 2013 and registered 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 dated 22 September 2021, to
prepare an independent Fairness Opinion (as defined in Object of the Fairness Opinion as
below) No. 00170/2.0118-00/BS/02/0596/1/VI/2024 date 14 June 2024 with a summary as
below.
2. Summary of Valuation
a. Party
The parties that carry out the proposed Transaction are IPA and ISA, where ISA is the
investor or subscriber, and IPA is the shares issuer or recipient of capital participation.
b. Object of Fairness Opinion
The object of the fairness analysis is the proposed capital participation Transaction by ISA
in IPA, where IPA is the Controlled Company of the Company.
c. Objective and Purpose of the Fairness Opinion
The assessment conducted by KJPP aims to provide an opinion on the fairness of the
proposed Transaction, in order to comply with the provisions of OJK regulations in the
capital market sector, including POJK 42/2020, save for taxation, banking and not for other
forms of transaction.
d. Valuation Date
The valuation is conducted as per 31 December 2023.
e. Assumptions and Limiting Conditions
i. The Fairness Opinion Report is a non-disclaimer opinion.
ii. The KJPP conducts a review of the legal status of the documents used in the
valuation process.
iii. Data and information are derived from accurate sources.
iv. 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.
v. The KJPP is responsible for the implementation of the assessment and the fairness
of financial projections.
vi. The Fairness Opinion Report is open to the public except for information that is
confidential, which may affect the company's operations.
12
Page 13
vii. The KJPP is responsible for the Fairness Opinion Report and the conclusion of the
final assessment.
viii. The KJPP has obtained information on the legal status of the object of the fairness
object from the Company.
ix. Assumptions and other Limiting Conditions disclosed in the report.
f. Approach and Procedure of Fairness Opinion
In assessing the fairness of the Transaction plan, KJPP uses the following approaches and
methods:
i. Perform analysis on proposed Transaction.
ii. Conduct a qualitative analysis of the proposed Transaction.
iii. Conduct a quantitative analysis of the proposed Transaction.
iv. Perform analysis of the fairness of the value of the proposed Transaction.
v. Perform analysis on other relevant factors.
g. Fairness Analysis
With the completion of the Transaction, the percentage of the Company's share ownership
in IPA, through PT Interport Mandiri Utama and PT Indika Logistic & Support Services has
decreased. However, the Transaction allows the Company to reduce business risks and
obtain profits from PPI through IPA, which will increase the Company's profitability.
With Transaction value of Rp197,500,000 per share and the Market Value of each IPA
share is Rp196,800,000,-, the Transaction value is 0.35% higher than the Market Value.
However, it is still within the range of its Market Value.
Thus, KJPP is of the opinion that the Transaction is fair.
h. Conclusion
Based on the fairness analysis of the proposed Transaction as stated in the Fairness
Opinion Report No. 00170/2.0118-00/BS/02/0596/1/VI/2024 date 14 June 2024, KJPP is
of the opinion that the proposed Transaction is FAIR.
ADDITIONAL INFORMATION
If you need further information, please contact the Company at the following address:
PT Indika Energy Tbk.
Graha Mitra 11th Floor
Jl. Jenderal Gatot Subroto Kav.21
Jakarta 12930, Indonesia
Phone. +6221 25579888 Fax. +6221 25579800
corporate.secretary@indikaenergy.co.id
www.indikaenergy.co.id
13
Names mentioned 30 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Imelda & Partners
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.3
unresolved
org
PT Pelabuhan Patimban International
p.3
unresolved
org
KJPP
p.4 ×3
unresolved
person
Ungke Mulawanti
· Notaris
p.4 ×11
unresolved
org
PT Interport Mandiri
p.5
unresolved
org
PT Interport Mandiri Utama
p.5 ×2
unresolved
org
PT Indika Logistic & Support
p.5
unresolved
org
PT Indika Logistic
p.5 ×3
unresolved
org
PT Interport
p.6
unresolved
org
PT Infura
p.6
unresolved
org
Ministry of Finance
p.12
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
2167 ms
12 Sep 2026 23:01
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}