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20240701_ADRO_Informasi Transaksi Afiliasi_31677905_lamp2.pdf
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INFORMATION DISCLOSURE TO THE SHAREHOLDERS
ON AN AFFILIATED-PARTY TRANSACTION OF
PT ADARO ENERGY INDONESIA TBK (“THE COMPANY”)
This information disclosure on the affiliated-party transaction (hereinafter referred to as “Information
Disclosure”) has been prepared to explain to all of the Company’s shareholders regarding the signing
of the amendment to a loan agreement between PT Alam Tri Abadi (“ATA”), a limited-liability company
whose shares are 99.99% directly owned by the Company, with PT Indoprima Niaga Sejahtera (“INS”), a
limited-liability company whose shares are 65% indirectly owned by the Company.
This transaction fulfills the definition of affiliated-party transaction as set forth in Indonesian Financial
Services Authority’s Regulation number 42/POJK.04/2020 on Affiliated-Party Transactions and Conflict
of Interest Transactions (“POJK 42/2020”).
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS,
EITHER SEVERALLY OR JOINTLY, ARE FULLY RESPONSIBLE FOR THE
ACCURACY OF THE INFORMATION DISCLOSURE AND THE AMENDMENT
AND/OR ADDITION TO THE INFORMATION DISCLOSURE, IF ANY.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
HEREBY DECLARE THAT THE INFORMATION AS DISCLOSED IN THIS
INFORMATION DISCLOSURE IS COMPLETE, AND AFTER A DUE AND CAREFUL
EXAMINATION, EMPHASIZE THAT THE INFORMATION STATED IN THIS
INFORMATION DISCLOSURE IS TRUE, AND THAT THERE ARE NO RELEVANT
AND MATERIAL FACTS OMITTED OR ELIMINATED IN SUCH A WAY THAT
CAUSE THE INFORMATION PROVIDED HEREIN TO BE UNTRUE AND/OR
MISLEADING.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
DECLARE THAT THIS AFFILIATED-PARTY TRANSACTION DOES NOT CONTAIN
ANY CONFLICT OF INTEREST.
PT Adaro Energy Indonesia Tbk
Business activities:
Operating head office activities and management consultation (for the businesses of subsidiaries operating in mining,
excavation, mining support services, large-scale trading, logistics, warehousing, and logistics support activities, cargo
handling (stevedoring), sea port service activities, plant agriculture, construction, engine repair and installation, power
provision, water treatment, forestry and industry)
Head office:
Menara Karya, 23rd floor
Jl. H.R. Rasuna Said, Blok X‐5,
Kav. 1‐2, Jakarta 12950,
Indonesia
Email: corsec@adaro.com
Website: www.adaro.com
This information is issued in Jakarta on July 1st, 2024.
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DEFINITION
Affiliation: defined as set forth by article 1 of the Capital Market Law or
POJK 42/2020.
US$: United States dollar.
Director(s): (a) member(s) of the Company’s Board of Directors holding such
position on the issuance date of this Information Disclosure.
Commissioner(s): (a) member(s) of the Company’s Board of Commissioners
holding such position on the issuance date of this Information
Disclosure.
Independent Appraiser: the Office of Appraisal Services of Desmar, Susanto, Salman dan
Rekan, an independent appraiser registered with the FSA, which
has been appointed by the Company to appraise the fair value
and/or fairness of the transaction.
Company: PT Adaro Energy Indonesia Tbk, a publicly-listed company duly
established and organized under the law of the Republic of
Indonesia and domiciled in Jakarta, Indonesia.
Controlled Company: as defined by POJK 42/2020.
Affiliated-Party Transaction: as defined by POJK 42/2020.
POJK 42/2020: FSA’s Regulation number 42/POJK.04/2020 on Affiliated-Party
Transactions and Conflict-of-Interest Transactions.
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I. INTRODUCTION
On December 28th, 2023, ATA and INS made an Affiliated-Party Transaction by signing a loan
agreement under which ATA granted to INS a loan amounting up to IDR136,175,000,000 (one
hundred thirty-six billion one hundred seventy-five million rupiahs) (“Loan Agreement”), which the
Company has disclosed by way of an information disclosure of December 29 th, 2023.
Subsequently on June 27th, 2024, ATA and INS agreed to amend several terms of the Loan
Agreement, which among others concern (i) an increase of the loan principal, (ii) an extension of
the maturity date, and (iii) the interest payments (“Amendment to the Loan Agreement”).
Pursuant to article 4 point 1 of POJK 42/2020, the Amendment to the Loan Agreement transaction
fulfills the definition of an Affiliated-Party Transaction, therefore the fair value of the object of the
Affiliated-Transaction and/or the fairness of the transaction must be determined by an independent
appraiser and published to the public. In order to fulfill such POJK 42/2020 provision, the
Company’s Board of Directors issued this Information Disclosure to inform the Company’s
shareholders on such Affiliated-Party Transaction.
The Independent Appraiser Report used a reference is the report of the Office of Appraisal Services
of Desmar, Susanto, Salman dan Rekan number 00037/2.0142-00/BS/02/0177/1/VI/2024 of June
25th, 2024 on the Fairness Opinion (“Appraiser’s Report”). The Appraiser’s Report has granted a
“fair” opinion on this Amendment to the Loan Agreement.
This Affiliated-Party Transaction has been through the procedure as set forth in article 3 of POJK
42/2020 and executed in accordance with the generally applicable business practices.
This Affiliated-Party Transaction is not a Conflict-of-Interest Transaction, and therefore does not
require the prior approval of the Company’s General Meeting of Shareholders as set forth in POJK
42/2020 and does not fulfil the definition of a Material Transaction as specified in the FSA regulation
No. 17/POJK.04/2020 on Material Transactions and Changes to Business Activities (“POJK
17/2020”), as the total value of this Affiliated-Party Transaction is less than 20% (twenty percent)
of the Company’s total equity value as stated in the Company’s Financial Statements of December
31st, 2023, which have been audited by Public Accountant Tanudiredja, Wibisana, Rintis & Rekan,
amounting to US$7,408,750 (in thousand of United States dollars).
II. BRIEF DESCRIPTION ON THE TRANSACTION AND THE EFFECT OF THE TRANSACTION TO
THE COMPANY’S FINANCIAL CONDITION
A. DESCRIPTION OF THE TRANSACTION
i. Background, Rationale and Benefits of Conducting the Transaction
This Amendment to the Loan Agreement transaction is one of the Company’s strategies to
capture the investment opportunities to develop the Company’s business. The Company strives
to maximize its financial potentials and strong network to generate healthy returns for the
shareholders.
The Company currently has good financial position and liquidity. Therefore, it has the flexibility
to make investments in both real and financial sectors.
The Company has also assessed its risk profile or its tolerance against fluctuations in the
investment to be made. The Company always conducts risk profile assessment, good
investment diversification, in addition to monitoring and balancing its investment portfolio.
This Amendment to the Loan Agreement will provide support for further business development
of INS and/or its subsidiaries. Therefore, the Company hopes that this transaction will make
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positive contribution to both parties, support the Company’s goals with regard to business
development, and maximize the Company's return in a more effective and efficient manner .
ii. Brief Description on the Transaction
On June 27th, 2024, ATA and INS signed the Amendment to the Loan Agreement with the
following details:
Prior to the Amendment to the After the Amendment to the
Loan Agreement Loan Agreement
Loan principal IDR136,175,000,000 (one IDR487,500,000,000 (four
hundred thirty-six billion one hundred eighty-seven
hundred seventy-five million billion five hundred million
rupiahs) rupiahs)
Maturity date December 31st, 2024 June 30th, 2027
The interest payments The interest must be paid The interest is due for
every 3 (three) months payment on the maturity
date, i.e. June 30th, 2027
The increase of the loan principal amount is for funding further business expansion and
investments. The extension of the maturity date is for providing INS and/or its subsidiaries with
more flexibility as well as maximizing ATA’s rate of return.
iii. Parties to the Transaction
1. The Company as a controlling party of ATA and INS
Brief history
The Company was established based on the notarial deed of Sukawaty Sumadi, S.H., a
Notary in Jakarta, number 25 of July 28th, 2004. The Company’s deed of incorporation
was announced in the State Gazette of the Republic of Indonesia number 59 of July 25th,
2006, Supplement to State Gazette number 8036, and approved by the Minister of Law
and Human Rights of the Republic of Indonesia by Decree number C-21493
HT.01.01.TH.2004 of August 26th, 2004. The Company’s Articles of Association have
been amended several times with the latest amendment made by a notarial deed of
Mahendra Adinegara, S.H., M.Kn. number 16 of February 15th, 2022. Such amendment
to the Articles of Association has been approved by the Minister of Law and Human Rights
of the Republic of Indonesia by the decree number AHU-0011776.AH.01.02.TAHUN
2022 of February 16th, 2022.
The Company started operating commercially in July 2005. The Company is domiciled in
Jakarta and located at Gedung Menara Karya, 23rd floor, Jl. H.R. Rasuna Said Blok X‐5,
Kav. 1‐ 2, South Jakarta.
The Company’s purpose and objectives are to operate head office activities and
management consultation (for the businesses of subsidiaries operating in mining,
excavation, mining support services, large-scale trading, logistics, warehousing, and
logistics support activities, cargo handling (stevedoring), sea port service activities, plant
agriculture, construction, engine repair and installation, power provision, water treatment,
forestry and industry).
Management and supervision
Based on the notarial deed number 8 of June 4th, 2024 made before Humberg Lie, S.H.,
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S.E., M.Kn., a notary in North Jakarta, which has been received by the Minister of Law
and Human Rights of the Republic of Indonesia as confirmed by the Receipt of the
Notification on the Change in the Company’s Data number AHU-AH.01.09-029993 of
June 4th, 2024, the compositions of the Company’s Board of Directors and Board of
Commissioners are as follows:
Board of Commissioners
President Commissioner: Edwin Soeryadjaya
Vice President Commissioner: Theodore Permadi Rachmat
Commissioner: Arini Saraswaty Subianto
Independent Commissioner: Mohammad Effendi
Independent Commissioner: Budi Bowoleksono
Board of Directors
President Director: Garibaldi Thohir
Vice President Director: Christian Ariano Rachmat
Director: Michael William P. Soeryadjaya
Director: M. Syah Indra Aman
Director: Julius Aslan
Director: Iwan Dewono Budiyuwono
2. ATA
Brief history
ATA is a Controlled Company of the Company. ATA was established based on the
notarial deed of Ir. Rusli, S.H., a Notary in Jakarta, number 2 of December 1st, 2004.
ATA’s deed of establishment was approved by the Minister of Law and Human Rights of
the Republic of Indonesia by Decree number C-31123 HT.01.01.TH.2004 of December
23rd, 2004 and announced in the State Gazette of the Republic of Indonesia number 52
of July 1st, 2005, Supplement to State Gazette number 6922, and its Articles of
Association have been amended several times with the latest amendment made by a
notarial deed of Humberg Lie, S.H., S.E., M.Kn. number 53 of September 20th, 2021 to
adjust article 3 of ATA’s Articles of Association on the Purpose and Objective and
Business Activities of ATA to the applicable Indonesian Standard Industrial Classification
(ISIC). Such amendment to the Articles of Association has been approved by the Minister
of Law and Human Rights of the Republic of Indonesia based on the Decree number
0051320.AH.01.02 TAHUN 2021 of September 21st, 2021.
ATA’s head office is located in Jakarta and located at Gedung Menara Karya, 23 rd floor,
Jl. H.R. Rasuna Said Blok X‐5, Kav. 1‐ 2, Jakarta 12950 Indonesia.
ATA has the purpose and objectives to engage in the businesses of large-scale trading
of solid, liquid, and gas fuels and associated products, large-scale trading of agricultural
products and livestock, rubber plantation and other latex producing plants, oil palm
plantation, and management consultation activities.
Management and supervision
Based on the notarial deed of Humberg Lie, S.H., S.E., M.Kn. number 17 of February
11th, 2020, which has been notified to the Minister of Law and Human Rights of the
Republic of Indonesia as confirmed by the Receipt of the Notification on the Change in
the Company’s Data number AHU-AH.01.03-0134374 of March 11th, 2020, and the
notarial deed of Humberg Lie, S.H., S.E., M.Kn. number 12 of June 5th, 2024, which has
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been notified to the Minister of Law and Human Rights of the Republic of Indonesia as
confirmed by the Receipt of the Notification on the Change in the Company’s Data number
AHU‐AH.01.09‐0210466 of June 5th, 2024, the compositions of ATA’s Board of
Commissioners and Board of Directors are as follows:
Board of Commissioners
President Commissioner: Garibaldi Thohir
Commissioner: Christian Ariano Rachmat
Commissioner: Julius Aslan
Board of Directors
President Director: Iwan Dewono Budiyuwono
Director: M. Syah Indra Aman
Director: Lie Luckman
3. INS
Brief history
INS was established based on the notarial deed number 5 of May 10th, 2002, of Anastasia
Anne Augusta, S.H., M.Kn., a Notary in Cimahi. INS’ deed of establishment was approved
by the Minister of Law and Human Rights of the Republic of Indonesia by Decree number
AHU-0031351.AH.01.01.TAHUN 2022 of May 12th, 2022.
INS’ Articles of Association have been amended several times with the latest amendment
made by a notarial deed number 8 of April 13th, 2023 of Anastasia Anne Augusta, S.H.,
M.Kn., a Notary in Cimahi, which has been confirmed with a receipt of the notification
from the Minister of Law and Human Rights of the Republic of Indonesia based on the
Receipt of the Notification on the Change to the Articles of Association number AHU-
AH.01.03-0054015 of April 13th, 2023.
INS’ office is located at Gedung TCC-Batavia Tower One, 43rd fl, Jl. K.H. Mas Mansyur
Kav.126, Karet Tengsin, Tanah Abang, Central Jakarta, Indonesia.
INS has the purpose and objectives to engage in the businesses of management
consultation, business consultation and brokerage. INS also has subsidiaries operating
in mining and other quarrying supporting businesses, and river and lake port services.
Management and supervision
Based on the notarial deed number 10 of April 18th, 2024 of Anastasia Anne Augusta,
S.H., M.Kn., a Notary in Cimahi, which has been notified to the Minister of Law and
Human Rights of the Republic of Indonesia as confirmed by the Receipt of the Notification
on the Change to the Company’s Data number AHU-AH.01.09-0157489 of April 23rd,
2024, the compositions of INS’ Board of Commissioners and Board of Directors are as
follows:
Board of Commissioners
President Commissioner: Budi Santoso Simin
Commissioner: Hendri Tamrin
Commissioner: Heri Gunawan
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Board of Directors
President Director: A.H. Bramantya Putra
Director: R. Giri. M. Natakusumah
Director: Esther Suzanna Pakpahan
B. NATURE OF THE AFFILIATION OF THE PARTIES CONDUCTING THE TRANSACTION
WITH THE COMPANY
This Loan Agreement transaction is categorized as an Affiliated-Party Transaction as defined
by POJK 42/2020. The following chart presents the structure of the affiliation of ATA and INS as
the parties to the Affiliated-Party Transaction with the Company:
The Company
99.99%
ATA
65%
v
INS
C. EFFECTS OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION (PRO
FORMA)
The Company’s pro forma balance sheet (thousand of US$)
Balance Sheet Reviewed Transaction Pro forma
December 31st, December 31st, 2023
2023
Current assets 4,302,033 ‐ 4,302,033
Non-current assets 6,170,678 ‐ 6,170,678
Total Assets 10,472,711 ‐ 10,472,711
Short-term liabilities 2,135,234 ‐ 2,135,234
Long-term liabilities 928,727 ‐ 928,727
Total liabilities 3,063,961 ‐ 3,063,961
Equity 7,408,750 ‐ 7,408,750
The Company’s pro forma profit and loss (thousand of US$)
Profit and Loss Reviewed Transaction Pro forma
December 31st, December 31st, 2023
2023
Revenue 6,517,556 ‐ 6,517,556
Cost of revenue (3,980,272) ‐ (3,980,272)
Gross profit 2,537,284 ‐ 2,537,284
Operating income 2,155,498 ‐ 2,155,498
Profit for the year 1,854,878 ‐ 1,854,878
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D. EXPLANATION, CONSIDERATION AND RATIONALE FOR EXECUTING THE
TRANSACTION IN COMPARISON WITH THE CONDITION IF A SIMILAR TRANSACTION IS
EXECUTED WITH A NON-AFFILIATED PARTY
The Company, through ATA, did not opt for making this investment in a third party because by
investing in INS, in addition to optimizing the rate of return on the available liquidity, the
Company will also be able to diversify its revenue sources. This will provide it with a greater
benefit compared to investing in either a third party or other financial instruments. Meanwhile
for INS, this Amendment to the Loan Agreement transaction offers better flexibility on the fund
availability for business development with relatively faster processing time compared to the
process conducted with a third party.
This Loan Agreement has been prepared to incorporate the same terms and conditions as those
incorporated in transactions made with an unaffiliated party, thus the terms and conditions of
the Transaction have been made on an arm’s length basis.
III. SUMMARY OF THE APPRAISER’S REPORT
Pursuant to article 4 of POJK 42/2020, publicly-listed companies intending to execute an Affiliated-
Party Transaction must use an Appraiser’s service to determine the fair value of the object of the
Affiliated-Party Transaction and/or the fairness of the transaction.
To ensure the fairness of the intended Transaction, the Company appointed an Independent
Appraiser, i. e. the Office of Appraisal Services of Desmar, Susanto, Salman dan Rekan to provide
the fairness opinion on the transaction, based on the quotation no. No. 0004/2.0142-00/PP-B/DSS-
01/0177/V/2024 of May 27th, 2024, which has been approved by the Company.
The statement of the appraiser’s report of fairness opinion as presented in the Report on the
Fairness Opinion No. 00037/2.0142-00/BS/02/0177/1/VI/2024 of June 25th, 2024 is summarized as
follows:
i. Identity of the parties
The Company is the assignor. The parties involved in the transaction are ATA and INS, both of
which are Controlled Companies of the Company.
ii. Object of the fairness analysis
The object of the fairness analysis herein is the plan to sign Amendment I to the Loan Agreement
between ATA and INS, in which ATA as the creditor and INS as the borrower agree to amend
several terms of the loan agreement of December 28th, 2023, which among others concern (i)
an increase of the loan principal to IDR487,500,000,000 (four hundred eighty-seven billion five
hundred million rupiahs), (ii) an extension of the maturity date to June 30th, 2027, and (iii) the
term of interest payment - from the previous term requiring interest payment every 3 (three)
months to the term of paying the interest on the loan's maturity date (hereinafter referred to as
the "Planned Transaction").
iii. Purpose of providing a fairness opinion
The Report Fairness Opinion is required for complying with the provisions of POJK 42/2020.
iv. Assumptions and limiting conditions
The Appraiser’s statement on several assumptions used in compiling this fairness opinion is:
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• This Fairness Opinion is a non-disclaimer opinion.
• All of the data, statements and information the Independent Appraiser received from
the management and the data and information available in the public domain, in
particular those concerning the economic and industry data, are deemed accurate and
obtained from the sources of credible accuracy.
• The Independent Appraiser has reviewed the documents used in the process of
rendering the fairness opinion.
• This report of fairness opinion is compiled to fulfill the capital market purposes and the
FSA’s provision and not for tax or other purposes other than the capital market
purposes.
• In conducting the analysis, the Independent Appraiser made a number of assumptions
and depended on the accuracy, reliability and completeness of all financial information
and other information the Company provided to the Independent Appraiser or the
information available publicly, which in principle was true, complete and not misleading,
and the Independent Appraiser is not responsible for conducting an independent
examination on such information. The Independent Appraiser also relied on the
warranty of the Company’s management that they were not aware of any fact that may
cause the information provided for the Independent Appraiser become incomplete or
misleading.
• The Independent Appraiser assumed that from the issuance date of this fairness opinion
until the execution date of the planned corporate action, there will be no changes that may
have material effects on the assumptions used in compiling this fairness opinion. The
Independent Appraiser is not responsible for reaffirming or completing or updating the
opinion due to the changes to the assumptions and conditions or events occurring after the
date of this letter.
• All disputes in the forms of criminal or civil cases (in or out of court) associated with the
appraisal object is not under the Independent Appraiser’s responsibility.
• Changes made by the Government or private parties concerning the condition of the
appraisal object, on this matter the market condition, etc., are not within the
Independent Appraiser’s responsibility.
v. Approaches and appraisal method
In compiling the fairness opinion report on this Planned Transaction, the Independent Appraiser
has conducted an analysis through the appraisal approaches and procedure on the Planned
Transaction, which include the following:
a. Analysis on the Planned Transaction
b. Qualitative and quantitative analyses on the Planned Transaction
c. Analyses on the fairness of the Planned Transaction
vi. Fairness opinion on the Transaction
Based on the study and analysis conducted on all associated aspects for determining the positive
impacts of this planned Affiliated-Party Transaction either qualitatively or quantitatively, we are
of the opinion that the planned Affiliated-Party Transaction is Fair.
IV. BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Directors declares that the Loan Agreement has been made with sufficient
procedure and ensures that the Loan Agreement is executed in accordance with the generally
applicable business practices, i. e. the procedure to compare it with the terms and conditions of a
transaction made between parties who do not have an Affiliated relationship and made by fulfilling
the arm’s-length principle.
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V. BOARD OF COMMISSIONERS’ & BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Commissioners and Board of Directors hereby declare that this Loan
Agreement transaction is an Affiliated-Party Transaction which does not contain any conflict of
interest.
The Company’s Board of Commissioners and Board of Directors hereby declare that they have
carefully reviewed the information provided with regard to the Affiliated-Party Transaction as
presented in this Information Disclosure, in addition to affirming that all material information
regarding this transaction has been disclosed in this Information Disclosure and the material
information is true and not misleading. Subsequently, the Company’s Board of Commissioners and
Board of Directors hereby declare that they hold full responsibility on the accuracy of all information
provided in this Information Disclosure.
VI. ADDITIONAL INFORMATION
The Company’s shareholders wishing to receive further information on this Loan Agreement
transaction can contact:
PT Adaro Energy Indonesia Tbk
Menara Karya 23rd Floor
Jl. H.R. Rasuna Said Block X-5, Kav. 1-2 Jakarta 12950
Indonesia
Email: corsec@adaro.com
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Names mentioned 26 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
Salman dan Rekan
p.2 ×3
unresolved
org
Rintis & Rekan
p.3
unresolved
person
Sukawaty Sumadi
p.4
unresolved
org
Minister of Law and Human Rights
p.4 ×8
unresolved
person
Mahendra Adinegara
p.4
unresolved
person
Humberg Lie
p.4 ×4
unresolved
person
Anastasia Anne Augusta
p.6 ×3
unresolved
person
K.H. Mas Mansyur
p.6
unresolved
org
Minister of Law
p.6
unresolved
person
H. Bramantya Putra
p.7
Extraction attempts how the parser did, and what it refused
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