Back to announcement
20240701_INDY_Laporan Informasi dan Fakta Material_31677252_lamp4.pdf
Other Text extracted INDYSource file signed link, expires in 15 minutes
Extracted text 22
Page 1
UNOFFICIAL TRANSLATION
DISCLOSURE OF INFORMATION TO SHAREHOLDERS
PT INDIKA ENERGY TBK. (THE “COMPANY”)
THIS DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS IS PROVIDED BY THE COMPANY IN
COMPLIANCE WITH THE FINANCIAL SERVICE AUTHORITY (OJK) REGULATION NO. 17/POJK.04/2020 ON
MATERIAL TRANSACTION AND CHANGE OF BUSINESS ACTIVITY AND THE FINANCIAL SERVICE
AUTHORITY (OJK) REGULATION NO. 42/POJK.04/2020 ON AFFILIATE TRANSACTIONS AND CONFLICTS
OF INTEREST TRANSACTIONS.
BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS STATED THAT THE PROPOSED
TRANSACTION IS CONSIDERED TO BE A MATERIAL TRANSACTION IN THE AMOUNT OF MORE THAN
20% BUT LESS THAN 50% OF THE EQUITY OF THE COMPANY UNDER OJK REGULATION 17/2020.
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 YOUR LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL
ADVISOR OR OTHER PROFESSIONALS.
THE COMPANY’S BOARD OF DIRECTORS STATED THAT THE INFORMATION AS STATED IN THIS
DISCLOSURE OF INFORMATION IS FOR THE PURPOSE OF PROVIDING INFORMATION AND COMPLETE
DESCRIPTION TO THE COMPANY’S SHAREHOLDERS REGARDING THE TRANSACTION AS PART OF THE
COMPLIANCE OF THE COMPANY TO OJK REGULATION 17/2020.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS, SEVERALLY AND JONTLY, 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
RELEVANT AND MATERIAL FACTS OMITTED WHICH CAN CAUSE THE INFORMATION STATED HEREIN
TO BE UNTRUE AND/OR MISLEADING.
THE NEW NOTES ARE NOT OFFERED OR SOLD IN INDONESIA OR TO THE INDONESIAN OR TO THE
INDONESIAN CITIZEN, IN THE MANNER OF THE PUBLIC OFFERING OR DEBT SECURITIES OFFERING
PERFORMED WITHOUT GOING THROUGH THE PUBLIC OFFERING AS STIPULATED IN LAW NO. 8 OF
1995 ON CAPITAL MARKETS AS AMENDED BY LAW NO. 4 OF 2023 ON FINANCIAL SECTOR
DEVELOPMENT AND STRENGTHENING, AND ITS IMPLEMENTING REGULATION (INCLUDING BUT NOT
LIMITED TO THE FINANCIAL SERVICE AUTHORITY (OJK) REGULATION NO. 30/POJK.04/2019 ON
ISSUANCE OF DEBT SECURITIES AND/OR SUKUK WITHOUT PUBLIC OFFERING). THE INFORMATION
STATED IN THIS DISCLOSURE OF INFORMATION IS NOT INTENDED FOR A PUBLIC OFFERING OR A
RECOMMENDATION TO PURCHASE, DIRECTLY OR INDERECTLY, OF THE COMPANY’S SECURITIES IN
ANY JURISDICTION INCLUDING IN INDONESIA.
THE NOTES AND THE SUBSIDIARY GUARANTEES (COLLECTIVELY, THE “SECURITIES”) HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT, BUT FOR PURPOSES OF THE DEFINITION OF “U.S.
PERSON” HEREIN SHALL INCLUDE ANY PERSON THAT IS NOT A U.S. PERSON SOLELY BY REASON OF
RULE 902(k)(1)(viii)(B) OR 902(k)(2)(i) UNDER REGULATION S) EXCEPT IN TRANSACTIONS EXEMPT
FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS, OF THE SECURITIES ACT.
Page 2
PT INDIKA ENERGY TBK.
Business Activities
Trading, Construction, Mining, Transportation and Services
Domiciled in South Jakarta, DKI Jakarta, Indonesia
Office
Graha Mitra 11th Floor
Jl. Jenderal Gatot Subroto Kav.21
Jakarta 12930, Indonesia
Phone. +6221 25579888 Fax. +6221 25579800
www.indikaenergy.co.id
This Disclosure of Information is issued in Jakarta on 28 June 2024
2
Page 3
DEFINITION AND ABBREVIATION
Affiliation means:
a. familial relationships, due to marriage and lineage up to the second degree, both horizontally
and vertically, namely a person’s relationship with:
1. husband or Wife;
2. parents of the husband or wife and husband or wife of the child;
3. grandparents of the husband or wife and husband or wife of the grandchildren;
4. a relative of the husband or wife and the husband or wife of the relative; or
5. husband or wife and relative of the person concerned.
b. familial relationships by descent up to the second degree, both horizontally and vertically,
namely a person's relationship with:
1. parents and children;
2. grandparents and grandchildren; or
3. siblings of the person concerned.
c. relationships between a party with employees, directors, or commissioners of the party;
d. relationships between 2 (two) companies where there is 1 (one) or more same members of the
board of directors or board of commissioners;
e. relationship between the company and a party, either directly or indirectly, in any way,
controlling or controlled by the company or the party in determining the management and/or
policy of the company or the party;
f. relationship between 2 (two) or more companies that are controlled, either directly or indirectly,
in any way, in determining the management and/or policies of the company by the same party;
g. relationship between the company and the major shareholder, namely the party that directly or
indirectly owns at least 20% (twenty percent) of the voting shares of the company.
Common Security Agent means PT CIMB Niaga Tbk.
Accounting Firm means Accounting Firm Imelda & Rekan, as the independent auditor who audited
the Company’s Consolidated Financial Statements.
Subsidiary Guarantors means IIC, TPE, TIME, TPEC, and TRIS (any of which as defined below),
each of them is the controlled subsidiary of the Company, which is fully owned by the Company, either
directly or indirectly, which provides the guarantee to ensure the payment obligation of the Company
based on the New Notes (as defined below).
3
Page 4
Restricted Subsidiary means subsidiary of the Company owned directly or indirectly by the Company
as stipulated under the Indenture of the Notes 2025.
IIC means PT Indika Inti Corpindo, domiciled in South Jakarta, a limited liability company duly
established and organized under the law of the Republic of Indonesia.
Indenture means Indenture in relation to the issuance of the Initial Notes and New Notes entered into
by the the Company, Subsidiary Guarantors and Trustee dated 7 May 2024.
MOLHR means Ministry of Law and Human Rights of the Republic of Indonesia.
Disclosure of Information means this Disclosure of Information provided to the Company’s
Shareholders in order to fulfil OJK Regulation 17/2020 and OJK Regulation 42/2020.
Security Confirmation and Share Charge means the Seventh Supplemental Security Confirmation
and Share Charge dated 26 June 2024, being an addition to the Share Charge dated 4 May 2011 as
novated by the Deed of Novation dated 8 January 2013 and as further amended, modified and
supplemented most recently by the Sixth Supplemental Security Confirmation and Share Charge dated
7 May 2024 between TPEC and the Common Security Agent.
Company’s Consolidated Financial Statements means Consolidated Financial Statements of the
Company as of 31 December 2023, which has been audited by Accounting Firm.
Minister means Minister of Law and Human Rights of the Republic of Indonesia.
Financial Service Authotity or OJK means Financial Service Authority, an independent institution,
whose 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 Act No. 21 of 2011 dated 22 November 2011 (on Financial Service Authority as
the substitute body of Bapepam-LK effective since 31 December 2012), as amended by Law 4/2023.
Security Confirmation Agreement means the Amended and Restated Security Confirmation
Agreement dated 26 June 2024 between the Company, IIC, TIME and the Common Security Agent.
Purchase Agreement means the Amended and Restated Purchase Agreement dated 26 June 2024
between the Company and SCB.
Shareholders means the Company’s shareholders whose names are registered in the shareholders
register issued by the Share Register.
Company means PT Indika Energy Tbk., domiciled in South Jakarta, a publicly limited liability company
whose shares are listed on Indonesian Stock Exchange, duly established and organized under the law
of the Republic of Indonesia.
Controlled Company means any company which is directly or indirectly controlled by the Company as
defined in OJK Regulation 17/2020 and OJK Regulation No. 42/2020.
OJK Regulation 30/2019 means OJK Regulation No. 30/POJK.04/2019, stipulated on 1 Juni 2020 on
the Issuance of Debt Securities and/or Sukuk without a Public Offering.
4
Page 5
OJK Regulation 15/2020 means OJK Regulation No. 15/POJK.04/2020, stipulated on 20 April 2020
on the Preparation and Implementation of the General Meeting of Shareholders by the Public Company.
OJK Regulation 17/2020 means OJK Regulation No. 17/POJK.04/2020, stipulated on 20 April 2020
on Material Transactions and Changes in Business Activities.
OJK Regulation 42/2020 means OJK Regulation No. 42/POJK.04/2020, stipulated on 1 July 2020 on
Affiliated Transaction and Conflict of Interest Transactions.
SCB means Standard Chartered Bank (Singapore) Limited, as the initial purchaser under the Purchase
Agreement.
Initial Notes means the senior notes with amount of USD 350,000,000 (three hundred and fifty million
United States of America Dollar) with the fixed rate of 8.75% (eight point seven five percent) per annum
and due in 2029, issued by the Company with unconditionally and unrevocably guaranteed by the
Subsidiary Guarantors.
New Notes means the senior notes in the amount of USD 105,000,000 (one hundred and five million
United States of America Dollar) with a fixed rate of 8.75% (eight-point seven five percent) per annum
and due in 2029, issued by the Company with unconditionally and unrevocably guaranteed by the
Subsidiary Guarantors, all of which were purchased by SCB, as the initial purchaser, in accordance
with the Purchase Agreement.
2025 Notes means Senior Notes with amount of USD 675,000,000 (six hundred seventy five million
United States of America Dollar) with the fixed rate of 8.25% (eight point two five percent) per annum
and due in 2025, which is issued by Indika Energy Capital II Pte. Ltd. with unconditionally and
unrevocably guaranteed by the Subsidiary Guarantors.
TIME means PT Tripatra Multi Energi, domiciled in South Tangerang City, a limited liability company
duly established and organized under the law of the Republic of Indonesia.
TPE means PT Tripatra Engineering, domiciled in South Tangerang City, a limited liability company
duly established and organized under the law of the Republic of Indonesia.
TPEC means PT Tripatra Engineers and Constructors, domiciled in South Tangerang City, a limited
liability company duly established and organized under the law of the Republic of Indonesia.
Transaction means New Notes issuance transactions.
TRIS means Tripatra (Singapore) Pte. Ltd., domiciled in Singapore, a company duly established and
organized under the law of the Republic of Singapore.
Trustee means Bank of New York Mellon.
Securities Act means U.S. Securities Act of 1933 (as amended from time to time).
USD means United States of America Dollar, which is a legal currency of the United States of America.
Law 4/2023 means Law No. 4 of 2023 on the Financial Sector Development and Strengthening.
5
Page 6
Capital Market Law means Law No. 8 of 1995, stipulated on January 1, 1995 on the Capital Market,
as last amended by Law 4/2023.
RECITALS
In compliance with the provisions under OJK Regulation 17/2020, the Board of Directors of the
Company announces the Disclosure of Information to provide information to the Shareholders of the
Company that on 26 June 2024, the Company has entered into a Purchase Agreement with SCB
whereby the Company has agreed to issue and sell the New Notes to SCB, as the initial purchaser.
Previously, in accordance with the Company’s Disclosure of Information on 13 May 2024, the Company
has completed the issuance and offering of the Initial Notes of USD 350,000,000 (three hundred and
fifty million United States of America Dollar) on 7 May 2024 under the Indenture. The New Notes will
be sold pursuant to Regulation S from Securities Act and will constitute as “Additional Notes” under the
Indenture, on the same terms and conditions (other than with respect to the issue date and issue price)
and will, upon issuance, be consolidated and form a single series, and will rank pari passu with the
Initial Notes; provided that the New Notes will be fungible with the Initial Notes that were sold pursuant
to Regulation S under the Securities Act after the 40-day (forty) distribution compliance period pursuant
to the Regulation S.
The transaction is not a public offering as referred to in the Capital Market Law and any implementing
regulations and is not an issuance of debt securities without going through a public offering as referred
to in OJK Regulation 30/2019.
The New Notes are guaranteed by a corporate guarantee provided by Subsidiary Guarantors and a
pledge of shares provided by the Company and Subsidiary Guarantors.
Transaction and granting of corporate guarantee of the New Notes which constitute as one transaction
under the series of Transaction and shall not constitute a separate and an independent transaction.
Based on the aforementioned, the provision of corporate guarantees by Subsidiary Guarantors and the
provision of pledges of shares by Subsidiary Guarantors for the issuance of the New Notes carried out
by the Company is an affiliated transaction which is only needs to be reported to OJK no later than 2
(two) business days after the Transaction based on OJK Regulation 42/2020 because the transaction
is carried out between the Company and a Controlled Company whose shares are owned by at least
99% (ninety-nine percent) of the paid-up capital of the Controlled Company. However, we can convey
that the Transaction is not a conflict of interest as stipulated in OJK Regulation 42/2020.
Furthermore, considering that the issuance of the New Notes is a series of transactions with the
issuance of the Initial Notes, the entire series of issuance of the New Notes and the Initial Notes shall
constitute a Material Transaction under OJK Regulation 17/2020 in which the principal amount the
Transaction meets the material transaction limit which shall be equal to or more than 20% (twenty
percent) of the Company’s equity value, which in this case is equivalent to 33,04% (thirty three point
zero four percent) of the Company’s total Consolidated equity as of 31 December 2023, but is not a
material transaction requiring the approval of the General Meeting of Shareholders considering its value
is not more than 50% (fifty percent) of the Company’s equity based on the Company’s Consolidated
Financial Statements.
Based on matters mentioned above and in accordance with the applicable law and regulation
specifically OJK Regulation 17/2020, the Board of Directors of the Company hereby announce this
Disclosure of Information in accordance with the guidelines and procedures of the implementation of
material transaction which value of the transaction is more than 20% (twenty percent) but less than 50%
(fifty percent) of the Company’s equity as stipulated in Article 6 paragraph (1) provision (a) to (c) jo.
Article 17 of OJK Regulation 17/2020 with the purpose of providing information to the Company’s
Shareholders with regards to the Transaction and as a fulfilment of obligations to the provisions of the
applicable laws and regulations.
6
Page 7
PROPOSED NEW NOTES ISSUANCE
1. TRANSACTION OBJECT
(i) Issuance of the New Notes:
The Company.
(ii) The New Notes Value:
USD 105,000,000 (one hundred and five million United States of America Dollar)
(iii) Maturity of the Principal Debt Payment:
The principal of the New Notes shall be paid in full on the maturity date of the New
Notes on 7 May 2029.
(iv) Coupon and Payment Terms of the Coupon:
The maximum interest rate is 8.75% (eight point seven five percent) per annum.
Interest will be paid every 6 (six) months (semi-annual).
(vi) Covenants:
The limitations based on Indenture are as follows:
- Limitation on Indebtedness and Preferred Stock;
- Limitation on Restricted Payments;
- Limitation on Liens;
- Limitation on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries;
- Limitation on Sales and Issuances of Capital Stock in PT Kideco Jaya Agung
(“Kideco”) and Restricted Subsidiaries;
- Limitation on Issuances of Guarantees by Restricted Subsidiaries;
- Limitation on Sale and Leaseback Transactions;
- Limitation on Asset Sales;
- Limitation on Transactions with Shareholders and Affiliates; and
- Limitation on the Company’s Business Activities.
Under the Indenture, there is a limitation on dividend and other payments restrictions
that may affect Restricted Subsidiaries and restrictions on making other payments. This
provision is a generally accepted provision and is applied globally in the transaction
scheme for the issuance of global notes with the high yield category, including the New
Notes issued by the Company. This provision does not mean that the Company is
prohibited from distributing dividends to the Company's Shareholders (including to
public Shareholders). In the event that the Company is in a healthy financial condition,
obtains profits in the current year and can maintain its credit quality and fulfill its
financial obligations, the Company may distribute dividends to the Company's
Shareholders (including to public shareholders) without requiring prior approval or
7
Page 8
notification to the holders of the New Note. This is also in line with the principle of
dividend distribution as stipulated in Law No. 40 of 2007 concerning Limited Liability
Companies, as amended by Law No. 6 of 2023 concerning the enactment of
Government Regulation in lieu of Law No. 2 of 2022 on Job Creation Law.
(vii) Security
The issuance of New Notes are guaranteed unconditionally and irrevocably with (i) a
corporate guarantee by the Company and the Subsidiary Guarantors based on the
terms and conditions set out in the Indenture; (ii) secured by IIC shares owned by the
Company, TPE and TPEC shares owned by the Company, IIC, and TIME, Kideco
shares owned by IIC and the Company, and TRIS shares owned by TPEC based on
the Security Confirmation Agreement and Security Confirmation and Supplemental
Share Charge. These securities constitute common security as referred to in the
Intercreditor Agreement dated 8 January 2013 as lastly amended on 17 April 2024 and
supplemented on 7 May 2024 between PT Bank CIMB Niaga Tbk as common security
agent, Citicorp International Limtied as trustee of the 2025 Notes, the Company and
the guaranteed parties and Subsidiary Guarantor, which for the purpose of the New
Notes, will be added under Supplement to Intercreditor Agreement between PT CIMB
Niaga Tbk. as the common security agent and The Bank of New York Mellon as trustee
which will be signed on or about 3 July 2024.
(viii) Value of the Security
USD 1,375,113,654 (one billion three hundred seventy-five million one hundred and
thirteen thousand six hundred fifty four) with the following details:
Pledged Number of Ownership Market Value (in
Owned by
Shares Shares (%) USD)
IIC*) Company 468,288 99.997 653,055,870
Kideco Company 100,139 40.00 475,354,069
TPEC Company & TIME 1,092,553 99.999 212,421,273
TPE Company & TIME 1,384,999 99.999 18,565,471
TRIS TPEC 39,000,000 100 15,716,971
Total 1,375,113,654
*) In determining the value of the IIC shares, valuation was also conducted over the subsidiaries
and associated entities of IIC, including IIC shares in Kideco, TPE, and TPEC.
(ix) The Proposed Use of Proceeds from the Transaction:
The Company will use the proceeds from the issuance of the New Notes, after
deducting the fees, commissions and other expenses associated with the issuance of
the New Notes, to repurchase and/or redeem any remaining outstanding 2025 Notes
through open market repurchases, tender offers and/or redemptions as permitted under
the 2025 Notes indenture.
2. THE PARTIES INVOLVED IN THE TRANSACTION OF THE ISSUANCE OF THE NEW
NOTES
8
Page 9
(a) The Company as the issuer
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
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 registered office at Graha
Mitra, 11th Floor, Jl. Jenderal Gatot Subroto Kav. 21, South Jakarta 12930, Indonesia.
Purposes and Objectives
The purposes and objectives of the Company is to carry out businesses in sector of
trading, construction, mining, transportation, and services.
Capitalization and Shareholding
The current capital structure of the Company are as follows:
Authorized Capital : Rp 1,700,000,000,000
Issued/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 Shareholders
Register as of 31 May 2024 issued by PT Datindo Entrycom as the Company's
Securities Administration Bureau are as follows:
Number of Total Nominal Value
Name of Shareholders %
Shares (Rp)
PT Indika Inti Investindo 1.968.882.699 196.888.269.900 37,789
PT Teladan Resources 1.463.155.591 146.315.559.100 28,083
Public 1.778.153.710 177.815.371.000 34,128
9
Page 10
Number of Total Nominal Value
Name of Shareholders %
Shares (Rp)
Total 5,210,192,000 521,019,200,000 100
Management and Supervision
The current composition of the Company’s Board of Directors and the Board of
Commissioners are as follows:
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
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
(b) IIC as the Subsidiary Guarantor
Brief Summary
IIC is a limited liability company duly established under the laws of the Republic of
Indonesia by virtue of Deed of Establishment No. 18 dated 20 April 1998, drawn up
before Miranti Tresnaning Timur, S.H., Notary in Regency Level II Bogor in Ciawi, the
said deed has been ratified by the MOLHR by virtue of its Decree No. C2-
10019HT.01.01.Th.98 dated 30 July 1998. The Articles of Association of IIC has been
amended several times and lastly amended by Deed of Amendment of the Article of
Association and the Composition of the Board of Directors and Board of Commissioners
No. 10 dated 24 June 2020, drawn up before Ungke Mulawanti, S.H., M.Kn., Notary in
Bekasi Regency, which has been approved by the MOLHR by virtue of its Decree No.
AHU-0052495.AH.01.02.Tahun 2020 dated 30 July 2020 and has been registered in
the Company Registry No. AHU-0124354.AH.01.11 Tahun 2020 dated 30 July 2020
and the lastest composition of the Board of Directors and Board of Commissioners
based on the Deed of Shareholder Resolution No. 89 dated 26 October 2023, drawn
up before Ungke Mulawati, S.H., M.Kn., Notary in Bekasi Regency, which has been
ratified by the MOLHR based on the Letter of Acceptance of Notification of Amendment
of Company Data No. AHU-AH-01.09-0179286 dated 30 October 2023 and has been
registered in the Company Register No. AHU-0216837.AH.01.11.Tahun 2023 dated 30
October 2023.
IIC is currently domiciled in Jakarta having its registered office at Graha Mitra, 4th Floor,
Jl. Jenderal Gatot Subroto Kav. 21, South Jakarta 12930, Indonesia.
Purposes and Objectives
10
Page 11
Purposes and objectives of IIC is to carry out business in the sector of wholesale and
retail trade, and scientific and technical professional activities.
Capital and Share Ownership
The current capital structure of IIC are as follows:
Authorized Capital : Rp 500,000,000,000
Issued/Paid-up Capital : Rp 468,300,000,000
Amount per each share : Rp 1,000,000
The current shareholder composition of IIC are as follows:
Shareholder Number Nominal Value %
of (Rp)
Shares
PT Indika Mitra Holdiko 12 12,000,000 0.003
Company 468,288 468,288,000,000 99.997
Total 468,300 468,300,000,000 100
Management and Supervision
The current composition of IIC’s Board of Directors and Board of Commissioners are
as follows:
Board of DIrectors
President Director : Retina Rosabai
Director : Lucas Djunaidi
Board of Commissioners
President Commissioner : Agus Lasmono
Commissioner : M. Arsjad Rasjid P.M.
Commissioner : Azis Armand
(c) TIME as the Subsidiary Guarantor
Brief Summary
TIME is a limited liability company duly established under the laws of the Republic of
Indonesia by virtue of Deed Establishment No. 169 dated 29 October 2012, drawn up
before Mellyani Noor Shandra, S.H., Notary in Jakarta. The said deed has been ratified
by the MOLHR (currently) by the virtue of its Decree No. AHU-60338.AH.01.01.Tahun
2012 dated 27 November 2012 and has been registered in the Company Registry No.
AHU-0102294.AH.01.09.Tahun 2012 dated 27 November 2012 The Articles of
Association of TIME has been amended several times and lastly amended by the Deed
No. 44 dated 8 September 2021, drawn up before Elizabeth Karina Leonita, S.H., M.Kn,
Notary in Bogor, which has been ratified by the MOLHR by virtue of its Decree No.
AHU-0049060.AH.01.02.TAHUN 2021 dated 10 September 2021 and has been
registered in the Company Register No. AHU-0155223.AH.01.11.Tahun 2021 dated 10
11
Page 12
September 2021 and the latest composition of the Board of Directors and Board of
Commissioners based on Deed No. 88 dated 21 April 2022, drawn up before Elizabeth
Karina Leonita, S.H., M.Kn., Notary in Bogor City, which has been ratified by the
MOLHR based on Letter of Acceptance of Notification of Amendment of Company Data
No. AHU-AH.01.09-0010512 dated 28 April 2022 and has been registered in the
Company Register No. AHU- 0086117.AH.01.11.Tahun 2022 dated 28 April 2022.
TIME is currently domiciled at Indy Bintaro Office Park, Building A, Jl. Boulevard Bintaro
Jaya Blok B7/A6 Sektor VII, CBD Bintaro Jaya, Subdistrict Pondok Jaya, Pondok Aren
District, South Tangerang City 15424.
Purposes and Objectives
Purposes and objectives of TIME is to carry out businesses in the sectors of wholesale
on fee or contract basis, other special wholesale, wholesale of various goods, building
construction, road and rail track construction, supporting activities in oil and gas mining,
supporting activities in other mining and excavation activities, electricity, water
management, waste disposal and management, supporting activities in transportation,
personally own or leased real estate and tourism area, main office activities, and
management consultation activities, installation of electrical systems, water (pipes) and
other construction installations, and leasing activities without option rights of
machinery, equipment and other tangible goods.
Capital and Share Ownership
The current capital structure of TIME are as follows:
Authorized Capital : Rp 2,500,000,000,000
Issued/Paid-up Capital : Rp 631,207,000,000
Amount per each share : Rp 1,000,000
The current shareholder composition of TIME are as follows:
Shareholder Number Nominal Value %
of (Rp)
Shares
Company 631,167 631,167,000,000 99.994
PT Indika Energy Infrastructure 40 40,000,000 0.006
Total 631,207 631,207,000,000 100
Management and Supervision
The current composition of TIME Board of Directors and Board of Commissioners are
as follows:
Board of DIrectors
Director : Joseph Pangalila
Board of Commissioners
12
Page 13
Commissioner : Kamen Kamenov Palatov
(d) TPE as the Subsidiary Guarantor
Brief Summary
TPE is a limited liability company duly established under the laws of the Republic of
Indonesia by virtue of Deed of Establishment No. 42 dated 10 October 1973, drawn up
before Haji Zawir Simon, S.H., Notary di Jakarta, the said deed has been ratified by
the MOLHR by the virtue of its Decree No. C2-694.HT.01.01.TH84 dated 30 January
1984. The Articles of Association of TPE has been amended several times and lastly
amended by the Deed of Amendment of the Article of Association No.80 dated 27
March 2023, made before Elizabeth Karina Leonita, S.H., M.Kn., Notary in the
Administrative City of South Jakarta, which has been ratified by the MOLHR based on
Letter of Acceptance of Notification of Amendment of Articles of Association No. AHU-
AH.01.03-0046462 dated 27 March 2023 and registered in the Company Register No.
AHU-0062194.AH.01. .11.Tahun 2023 dated 27 March 2023 and the latest composition
of the Board of Directors and Board of Commissioners based on Deed No. 22 dated 6
July 2023, made before Elizabeth Karina Leonita, S.H., M.Kn., Notary in Administrative
City of South Jakarta, which has been ratified by MOLHR based on Letter of
Acceptance of Notification of Amendment of Company Data No. AHU-AH.01.09-
0142744 dated 13 July 2023 and has been registered in the Company Register No.
AHU-0138397.AH.01.11.Tahun 2023 dated 13 July 2023.,.
TPE is currently domiciled at Indy Bintaro Office Park, Building A, Sector VII CBD
Bintaro Jaya, Jl. Boulevard Bintaro Jaya Blok B-7 No. A-6, Subdistrict Pondok Jaya,
Pondok Aren District, South Tangerang City, Banten.
Purposes and Objectives
Purposes and objectives of TPE is to carry out business in the sector of consultation
and construction services.
Capital and Share Ownership
The current capital structure of TPE are as follows:
Authorized Capital : Rp 5,540,000,000
Issued/Paid-up Capital : Rp 1,385,000,000
Amount per each share : Rp 1,000
The current shareholder composition of TPE are as follows:
Shareholder Number Nominal Value %
of (Rp)
Shares
TIME 1,360,000 1,360,000,000 98.19495
Company 24,999 24,999,000 1.80498
13
Page 14
Shareholder Number Nominal Value %
of (Rp)
Shares
TIME 1,360,000 1,360,000,000 98.19495
IIC 1 1,000 0.00007
Total 1,385,000 1,385,000,000 100
Management and Supervision
The current composition of TPE’s Board of Directors and Board of Commissioners are
as follows:
Board of Directors
President Director : Raymond Naldi Rasfuldi
Director : Benny Julius Joesoep
Director : Suraji Nugroho
Director : Rizki Amelia
Director : Ananto Wardono
Board of Commissioners
President Commissioner : Kamen Kamenov Palatov
Commissioner : Dhira Nandana
Commissioner : Retina Rosabai
Commissioner : Hasnul Suhaimi
Commissioner : Farid Harianto
(e) TPEC as the Subsidiary Guarantor
Brief Summary
TPEC is a limited liability company duly established under the laws of the Republic of
Indonesia by virtue of Deed of Establishment No. 121 dated 26 August 1988, drawn up
before Kartini Muljadi, S.H., Notary di Jakarta, the said deed has been ratified by the
MOLHR (currently) by the virtue of its Decree No. C2-4485.HT.01.01-TH.89 dated 18
May 1989. The Articles of Association of TPEC has been amended several times and
lastly amended by the Deed of Amendment of the Article of Association No. 81 dated
27 March 2023, drawn up before Elizabeth Karina Leonita, S.H., M.Kn., Notary in the
Administrative City of South Jakarta, which has been ratified by MOLHR based on
Decree No. AHU-AH.01.03-0046463 dated 27 March 2023 and registered in the
Company Register No. AHU-0062199.AH.01.11.Tahun 2023 dated 27 March 2023 and
the latest composition of the Board of Directors and Board of Commissioners based on
Deed No. 23 dated 6 July 2023, made before Elizabeth Karina Leonita, S.H., M.Kn.,
Notary in South Jakarta Administrative City, which has been accepted by MOLHR
based on Letter of Acceptance of Notification of Changes in Company Data No. AHU-
AH.01.09-0142746 dated 12 July 2023 and has been registered in the Company
Register No. AHU-0138399.01.11.Tahun 2023 dated 12 July 2023.
TPEC is currently domiciled at Indy Bintaro Office Park, Building A, Sector VII CBD
Bintaro Jaya, Jl. Boulevard Bintaro Jaya Blok B-7 No. A-6, Subdistrict Pondok Jaya,
Pondok Aren District, South Tangerang City, Banten.
14
Page 15
Purposes and Objectives
Purposes and objectives of TPEC is to carry out businesses in the sectors of
construction, industry, wholesale, consultation and information and communication.
Capital and Share Ownership
The current capital structure of TPEC are as follows:
Authorized Capital : Rp 2,120,000,000,000
Issued/Paid-up Capital : Rp 1,092,554,000,000
Amount per each share : Rp 1,000,000
The current shareholder composition of TPEC are as follows:
Shareholder Number of Nominal Value %
Shares (Rp)
TIME 560,154 560,154,000,000 51.27014
Company 532,399 532,399,000,000 48.72977
IIC 1 1,000,000 0.00009
Total 1,092,554 1,092,554,000,000 100
Management and Supervision
The current composition of TPEC’s Board of Directors and Board of Commissioners
are as follows:
Board of DIrectors
President Director : Raymond Naldi Rasfuldi
Director : Benny Julius Joesoep
Director : Suraji Nugroho
Director : Rizki Amelia
Director : Ananto Wardono
Board of Commissioners
President Commissioner : Kamen Kamenov Palatov
Commissioner : Dhira Nandana
Commissioner : Retina Rosabai
Commissioner : Farid Harianto
Commissioner : Hasnul Suhaimi
(f) TRIS as the Subsidiary Guarantor
Brief Summary
15
Page 16
TRIS is a company duly established under the laws of Singapore and registered under
registration number 200602391C on 22 Februaty 2006. TRIS is domiciled at 7
Temasek Boulevard, #08-01, Suntec Tower One, Singapore 038987.
Purposes and Objectives
Purposes and objectives of TRIS is to carry out businesses in the sectors of general
trading and investment in other holding company (investment holding).
Capital and Share Ownership
The current shareholder composition of TRIS are as follows:
Shareholder Number of Nominal Value %
Shares (USD)
TPEC 39,000,000 39,000,000 100
Management and Supervision
The current composition of TRIS’s Board of Directors are as follows:
Board of Directors
Director : Joseph Pangalila
Director : Mohammad Mangkuningrat
Director : Charles Cai
Director : Azis Armand
(g) Initial Purchaser
Initial purchaser (“Initial Purchaser”) is the party that purchases the New Notes to be
issued by the Company based on the Purchase Agreement, namely:
Standard Chartered Bank (Singapore) Limited
Address : Marina Bay Financial Centre, Tower 1, 8 Marina Boulevard, Level 20
Singapore 018981
3. CLARIFICATION, CONSIDERATION, AND BACKGROUND OF THE PROPOSED
TRANSACTION AND THE EFFECT OF THE PROPOSED TRANSACTION TOWARDS THE
COMPANY’S FINANCIAL CONDITION
Clarfication, Consideration and Background of the Proposed Transaction
16
Page 17
The issuance of New Notes hopefully will maintain the Company's liquidity and cash position
and also extend the maturity period of the Company's debt with the New Notes payment
scheme at the end of maturity (bullet payment).
By considering the uncertainty of the development of coal prices in the future, the Company
expects that by extending the maturity of the Company’s liabilities, then the Company, or
indirectly through its subsidiaries, can diversify its business into the non-coal sector.
Effect of the Proposed Transaction towards the Company’s Financial Condition
Issuance of the New Notes, in one side, will increase interest expense of the Company,
therefore, on the other hand the issuance of New Notes will extend maturity date of the
Company’s debt. With a longer maturity period, the Transaction is expected to maintain liquidity
and cash balance of the Company in the upcoming years.
SUMMARY OF FAIRNESS OPINION
As stipulated under the OJK Regulation 17/2020, to ensure the Fairness of Transactions to be carried
out by the Company, the Company has appointed a Public Appraisal Service Office (Kantor Jasa Penilai
Publik) Stefanus Tonny Hardi & Rekan (“KJPP”), to provide a Fairness Opinion on the Transaction, as
presented in the Fairness Opinion for Transaction No. 00048/2.0007-00/BS/02/0490/1/VI/2024 dated
27 June 2024, with the following summary:
1. Parties of the Transactions
The parties involved in the Transaction are:
a. The Company, as the issuer of the Notes;
b. IIC, TIME, TPE, TPEC, and TRIS, as the Subsidiary Guarantors.
2. Material Transaction
The issuance of the New Notes amounting to USD 105,000,000 (one hundred and five million
United States Dollars), which constitutes a series of transactions with the issuance of the Initial
Notes, where after the issuance, the New Notes will be consolidated and form a single series
with the Initial Notes, bringing the total amount to USD 455,000,000 (four hundred fifty-five
million United States Dollars). Based on the Company's Consolidated Financial Statements,
the total consolidated equity of the Company as of 31 December 2023, was USD 1,377,137,450
(one billion three hundred seventy-seven million one hundred thirty-seven thousand four
hundred fifty United States Dollars), making the issuance of Notes totaling USD 455,000,000
(four hundred fifty-five million United States Dollars) equivalent to 33.04% (thirty-three point
zero four percent) of the Company's total consolidated equity as of 31 December 31, 2023.
3. Object of the Fairness Opinion
In accordance with the assignment given by the Company, the scope of assessment of the
KJPP is to provide fairness opinion through fairness analysis, qualitative analysis and
quantitative analysis of the Transaction.
17
Page 18
4. Purpose and Objectives of the Fairness Opinion
Based on the results of the Public Accountant’s review of the Company's consolidated financial
information based on the Company’s Consolidated Financial Statement, the Company's total
consolidated equity was USD 1.377.137.450 (one billion three hundred seventy-seven million
one hundred thirty-seven thousand and four hundred fifty United States Dollars), therefore the
issuance of Notes amounting to USD 455,000,000 (four hundred and fifty million United States
Dollars) is equivalent to 33.04% (thirty three point zero four percent) of the Company's total
consolidated equity as of 31 December 2023. Therefore, since the transaction value is more
than 20% (twenty percent) of the Company's equity, the Transaction shall constitute a material
transaction as defined under OJK Regulation 17/2020.
Thus, this fairness opinion is required to comply with applicable regulations, namely OJK
Regulation 17/2020.
5. Assessment Date
The fairness opinion is conducted as of 31 December 2023.
6. Appraiser Independence
In preparing the fairness opinion on the Transaction, KJPP has acted independently without
any conflict of interest and is not affiliated with the Company or other affiliated parties.
KJPP also does not have any personal interests or benefits related to this assignment.
Furthermore, this fairness opinion is not made to provide an advantage or disadvantage to any
party. The fees received by KJPP are not at all influenced by the fairness resulting from this
fairness analysis process.
7. Benefit of the Transaction
The Notes will increase the liquidity and cash position of the Company and prolong profile of
the maturity date of the Company's indebtedness and with the Notes principal payment
scheme’s by bullet payment.
Considering the uncertainty regarding the future development of coal prices, the Company
believes that by extending the debt maturity period, the Company, either directly or indirectly
through its subsidiaries, can diversify its business into non-coal sectors.
The following describes the benefits of issuing the Notes for the Company:
a. By carrying out the Transaction, the Company's financial obligations that must be repaid
in 205 or when the Notes 205 becomes due and payable can be converted into financing
with a longer term;
b. With the bullet payment scheme for the Notes, the Company is able to maintain its liquidity,
especially when the 2025 Notes are due and payable;
c. Through the Transaction, the Company, or indirectly through its subsidiary, can expand
their business or diversify its business to the non-coal related sector;
d. Funds that were originally used by the Company to repay the 2025 Notes can be reused
in the future, so that the funds can be focused on financing the non-coal related business
activities of the Company and its subsidiaries; and
18
Page 19
e. Funding through the issuance of the Notes is an alternative financing for the Company
considering the limited channeling of financing by banks which is influenced by the coal
business climate which has not fully recovered.
8. Assumptions and Limitation of Conditions
In preparing the fairness opinion on the Transaction, KJPP relies on several assumptions,
among others :
1. The fairness opinion produced by the KJPP is a non-disclaimer opinion.
2. KJPP has conducted a review of the documents used in the appraisal process.
3. Data and information obtained by KJPP come from sources that can be trusted for their
accuracy.
4. KJPP implemented adjustments to financial projections prepared by management, reflect
the fairness and capability to achieve such projections (fiduciary duty).
5. KJPP is responsible for the fairness of opinion and the fairness of adjustment to financial
projections.
6. KJPP issues a Fairness Opinion Report that is open to the public, unless there is
confidential information which may affect the company’s operation.
7. KJPP is responsible for the Fairness Opinion Report and the Fairness Opinion Conclusion.
8. KJPP has obtained information on the legal status of the assessment object from the
Assignor.
KJPP also adheres to the management representation letter that management has submitted
all important and relevant information to the Transaction Plan and to the best of the Company's
management knowledge there are no material factors that have not been disclosed and could
be misleading.
9. Methodology of Fairness Assessment of Transactions
Fairness Assessment of this Transaction is carried out by transaction analysis, qualitative
analysis and quantitative analysis in the form of performance analysis and incremental
analysis so that the fairness of the Transaction can be determined in terms of the financial
impact on the Company's shareholders.
10. Analysis of Fairness of the Transaction
On the basis of transaction analysis, qualitative and quantitative analysis that KJPP conducted
on the Transaction, KJPP provides the following conclusions:
1. The Company will issue the New Notes which is a series of transaction with the issuance
of the Initial Notes. Considering that there is uncertainty over the development of coal
prices in the future, the Company hopes that the issuance of the Notes can maintain the
liquidity and cash position of the Company. This is based on the consideration that in
general the issuance of Notes will, among other things, be utilised to repay a portion of the
2025 Notes and to expand non-coal business activities.
2. Transactions are material transactions as defined under the OJK Regulation 17/2020.
Based on the Company's Consolidated Financial Statements as of Assessment Date, the
19
Page 20
Company's total consolidated equity is USD 1.377.137.450 (one billion three hundred
seventy-seven million one hundred thirty-seven thousand and four hundred fifty United
States Dollars), so that the issuance of the Notes amounting to USD 455,000,000 (four
hundred fifty-five million United States Dollars) is equivalent to 33.04% (thirty-three point
zero four percent) of the Company's total consolidated equity as of Assessment Date.
Therefore, since the transaction value is more than 20% (twenty percent) of the Company's
equity, the Transaction shall constitute as a material transaction as defined under the OJK
Regulation 17/2020. Referring to OJK Regulation 17/2020, to conduct Transactions, the
Company is required to use an appraiser to determine the fairness of the Transaction,
announce disclosure of information related to Transactions in no later than 2 (two) working
days after the Transaction date, and submit evidence of such disclosure of information
along with supporting documents to OJK which includes the appraiser's report and other
supporting documents. The period between the Assessment Date and the Transaction
shall be no longer than 6 (six) months. Therefore, the Company has requested KJPP to
prepare a fairness assessment to comply with the provisions of OJK Regulation 17/2020.
3. In accordance with the Initial Offering Memorandum and the Supplemental Information
Memorandum of the Notes, the proceeds from the issuance of the Notes after deducting
the issuance fee, commission, and other transaction related fee will be used to: (i) repay
the maximum principal amount related to the 2025 Notes; (ii) to repay the remaining
amount of the 2025 Notes through buyback in the market, tender offer, and/or repayment
as governed in the indenture of the 2025 Notes; (iii) financing for Company’s expenditure
in relation to the development and expansion of non-coal business activity.
4. The benefits that the Company will gain are as follows:
a. By carrying out the Transaction, the Company's financial obligations that must be
repaid in 2025 or when the 2025 Notes becomes due and payable can be converted
into financing with a longer maturity;
b. With the bullet payment scheme for the Notes, the Company is able to maintain its
liquidity, especially when the 2025 Notes are due and payable;
c. Through the Transaction, the Company, or indirectly through its subsidiary, can expand
their business or diversify its business to the non-coal related sector;
d. Funds that were originally used by the Company to repay the 2025 Notes can be reused
in the future, so that the funds can be focused on financing the non-coal related
business activities of the Company and its subsidiaries; and
e. Funding through the issuance of the Notes is an alternative financing for the Company
considering the limited distribution of financing by banks which is influenced by the coal
business climate which has not fully recovered.
5. The issuance of Notes is guaranteed with (i) corporate guarantee by the Subsidiary
Guarantors; (ii) guarantee in the form of a share pledge provided by the Company and the
Subsidiary Guarantors, where these securities are are common security with 2025 Notes.
Provision of a corporate guarantee by the Subsidiary Guarantor and pledging shares by
the Subsidiary Guarantor for the issuance of Notes carried out by the Company constitutes
an affiliate transaction as defined in OJK Regulation 42/2020, which only needs to be
reported to the OJK no later than 2 (two) working days after the Transaction because the
transaction is carried out between the Company and a Controlled Company whose shares
are owned by at least 99% (ninety nine percent) of the paid-up capital of the Controlled
Company. Based on the explanation from the Company's management, the Transaction
is not a transaction that contains a conflict of interest.
The total market value of the shares on a consolidated basis as one of the security for the
issuance of Notes is USD 1,375,113,654 (one billion three hundred seventy-five million
one hundred thirteen thousand six hundred fifty four United States Dollars), with the
following details:
20
Page 21
Ownership
Secured Market Value
Ownership Shares Percentage
Shares (in USD)
(%)
IIC*) The Company 468,288 99.997 653,055,870
Kideco The Company 100,139 40.00 475,354,069
TPEC The Company & TIME 1,092,553 99.999 212,421,273
TPE The Company & TIME 1,384,999 99.999 18,565,471
TRIS TPEC 39,000,000 100 15,716,971
Total 1,375,113,654
*) In assessing IIC’s shares, an assessment of IIC’s subsidiaires and associated entities
is also carried out, including IIC’s shares in Kideco, TPE, and TPEC.
6. Based on the projection of the Company's cash flow in the next 5 (five) years (2024 - 2029),
by carrying out the Transaction, the Company's financial position provides a healthier
picture, where in the conditions of conducting the Transaction, the present value of the
Company's net cash flows is higher by USD 923969892,9nine60 960 (two billion nine
hundred sixty-seven thousand and nine hundred sixty United States Dollars) compared to
the condition whereby the Company not conducting the Transaction, as can be seen in the
current value table of net cash flows below:
Current Value
Conditions
Net Cash Flow
Conducting Transactions - in USD 1,407,929,514
Not Conducting Transactions - in USD 1,398,531,623
Margin 9,397,892
11. Conclusion
Based on transaction analysis, qualitative analysis, quantitative analysis and fairness analysis
of the Transaction, KJPP is of the opinion that the Transaction is fair.
COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS’ STATEMENTS
1. This Disclosure of Information is complete and in accordance with the requirements under OJK
Regulation 17/2020.
2. The series of Transaction and issuance of the Initial Notes are material transactions as referred
to in OJK Regulation 17/2020 and the transaction of granting Company guarantee by
Subsidiary Guarantors is an affiliated transaction as referred to in OJK Regulation 42/2020.
Given that the entire value of the Transaction and Initial Notes does not reach more than 50%
(fifty per cent) of the Company's equity, the Company does not require GMS approval to
conduct the Transaction.
21
Page 22
3. Corporate guarantee and pledge of shares by Subsidiary Guarantors for the issuance of New
Notes by the Company are affiliated transactions that only need to be reported to OJK based
on OJK Regulation 42/2020 because the transaction is conducted between the Company and
a Controlled Company whose shares are owned by at least 99% (ninety nine per cent) of the
paid-up capital of the Controlled Company.
4. Transactions do not contain conflicts of interest as referred to in OJK Regulation 42/2020.
5. The statement in the Information Disclosure submitted does not contain statements or
information or facts that are untrue or misleading, and has contained all material information or
facts necessary for investors to make decisions in connection with the Transaction.
AFFILIATED TRANSACTION
1. Relationship and Nature of Affiliation of the Parties Conducting Material Transactions
The transaction of providing corporate guarantee and pledge of shares for the issuance of New
Notes by the Company is provided by the Subsidiary Guarantor which is a fully owned
subsidiary directly or indirectly by the Company. Therefore, this is an affiliated transaction as
referred to in OJK Regulation 42/2020. Considering that the affiliated transaction is carried out
between the Company and a Controlled Company whose shares are owned by at least 99%
(ninety nine percent) of the paid-up capital of the Controlled Company, this affiliated transaction
must only be reported to OJK no later than 2 (two) working days after the execution of Security
Confirmation Agreement and Security Confirmation and Share Charge.
2. Explanation, Consideration, and Reasons for Conducting Such Transaction, Compared
to Other Similar Transactions Not Conducted with Affiliated Parties
Considering that the affiliated transaction referred to in the Transaction is the provision of
corporate guarantees and pledge of shares by the Subsidiary Guarantors for the issuance of
New Notes by the Company, such guarantees in general can only be provided by Affiliates of
the Company.
ADDITIONAL INFORMATION
For any additional information required please contact the Company on the following address:
PT Indika Energy Tbk.
Graha Mitra 11th Floor
Jl. Jenderal Gatot Subroto Kav.21
Jakarta 12930, Indonesia
Tel. +6221 25579888 Fax. +6221 25579800
E-Mail: corporate.secretary@indikaenergy.co.id
www.indikaenergy.co.id
22
Names mentioned 42 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT CIMB Niaga Tbk.
p.3 ×2
unresolved
org
Niaga Tbk.
p.3 ×2
unresolved
org
Accounting Firm Imelda & Rekan
p.3
unresolved
org
PT Indika Inti Corpindo
p.4
unresolved
org
Ministry of Law and Human Rights
p.4
unresolved
org
Minister of Law and Human Rights
p.4
unresolved
org
Bapepam-LK
p.4 ×2
unresolved
org
Indika Energy Capital II Pte. Ltd.
p.5
unresolved
org
PT Tripatra Multi Energi
p.5
unresolved
org
PT Tripatra Engineering
p.5
unresolved
org
PT Tripatra Engineers
p.5
unresolved
org
Pte. Ltd.
p.5
unresolved
org
PT Kideco Jaya Agung
p.7
unresolved
person
Hasanal Yani Ali Amin
· Notaris
p.9
unresolved
person
Aryanti Artisari
· Notaris
p.9 ×3
unresolved
org
PT Datindo Entrycom
p.9
unresolved
person
Miranti Tresnaning Timur
· Notaris
p.10
unresolved
person
Ungke Mulawanti
· Notaris
p.10
unresolved
person
Ungke Mulawati
· Notaris
p.10
unresolved
org
PT Indika Mitra Holdiko
p.11
unresolved
person
Mellyani Noor Shandra
· Notaris
p.11
unresolved
person
Elizabeth Karina Leonita
· Notaris
p.11 ×11
unresolved
org
PT Indika Energy Infrastructure
p.12
unresolved
person
Haji Zawir Simon
· Notaris
p.13
unresolved
person
Kartini Muljadi
· Notaris
p.14
unresolved
org
Stefanus Tonny Hardi & Rekan
p.17
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.