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20240603_TPIA_Laporan Informasi dan Fakta Material_31645259_lamp2.pdf
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INFORMATION DISCLOSURE
PT CHANDRA ASRI PACIFIC TBK
This Information Disclosure is prepared in order to fulfill the requirements of Regulation of
the Financial Services Authority of the Republic of Indonesia No. 17/POJK.04/2020
regarding Material Transactions and Change of Business Activities (“POJK 17/2020”).
PT Chandra Asri Pacific Tbk
(the “Company”)
Line of Business:
Petrochemical
Head Office:
Wisma Barito Pacific Tower A, 7th Floor
Jl. Letjen S. Parman Kav. 62-63, Jakarta 11410
Telephone: (021) 530 7950
Faximile: (021) 530 8930
E-mail: corporatesecretary@capcx.com
Website: http://www.chandra-asri.com
Subject: Information Disclosure of Material Transaction related to the Provision of US$600
million Senior Sustainability-Linked Term Loan Fasilities (“Sustainability Loan
Facility”). The Company as the borrower, has entered into Facility Agreement in
relation with the Sustainability Loan Facility on Thurday, 30 May 2024 (“Facility
Agreement”).
This Information Disclosure is published in Jakarta on 3 June 2024
BACKGROUND
This Sustainability Loan Facility can be withdrawn by the Company in USD, RMB and IDR in
stages within a period of 12 (twelve) months starting from 30 May 2024 and can be used by
the Company for general corporate purposes of the Company, but not to finance activities
related to coal. In this Sustainable Loan Facility, Oversea-Chinese Banking Corporation
Limited and PT Bank OCBC NISP Tbk (“OCBC Group”) have been appointed by the
Company to be the arranger, agent and sustainability coordinator of this Sustainability Loan
Facility.
Obtaining this Sustainability Loan Facility is a material transaction as referred to in POJK
17/2020 for the Company because the value of the Sustainability Loan Facility of US$600
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million reaches 20% (twenty percent) of the Company's equity. However, considering that this
Sustainability Loan Facility is received directly from domestic and foreign banking institutions,
the Company is exempt from the obligation to use an Appraiser to determine the fair value of
the transaction based on the provisions of Article 11 letter (b) POJK 17/2020. Thus, in
accordance with the provisions of Article 6 paragraph (1) letters (b) and (c) POJK 17/2020,
the Company is only required to announce Information Disclosure to the public regarding the
provision of this Sustainability Loan Facility and submit this Information Disclosure to the
Financial Services Authority of the Republic Indonesia (“OJK”).
INFORMATION REGARDING SUSTAINABILITY LOAN FACILITY
A. Background and Reasons for Obtaining Sustainable Loan Facility
This Sustainability Loan Facility was obtained by the Company to support the continued
growth and expansion of the Company's group. After going through a comprehensive
evaluation process, the OCBC Group emerged as the Company's preferred financing
partner to assist the Company through the complexities of meeting its financing needs by
providing structured facilities tailored to the Company's needs. In addition, multi-currency
financing across regions shows the Company's commitment to expanding its competitive
position to regional and global levels, which will further strengthen its financial resilience
and performance.
B. Benefits of Obtaining a Sustainability Loan Facility
With this Sustainable Loan Facility, the Company will have better financial resilience and
performance, as well as flexibility in managing cash for growth.
C. Description of the Sustainability Loan Facility
i. Signing Date
The Company, OCBC Group and several lenders have signed a Facility Agreement
in connection with the Sustainable Loan Facility on Thursday, 30 May 2024.
ii. Object of Facility Agreement
US$600 million Senior Sustainability-Linked Term Loan Fasilities.
iii. Tenor
7 years and there is an extension option for a further 3 years.
iv. Type of Facility
This Facility is a sustainable long-term loan where the Company will receive a
margin discount if it meets certain sustainability targets agreed in the Facility
Agreement.
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v. Governing Law
Law of Singapore.
vi. Dispute Settlement
Disputes that arise will be resolved finally and exclusively through arbitration based
on the arbitration rules of the Singapore International Arbitration Center (SIAC).
vii. Parties to Facility Agreement
1. The Company as the borrower
a. General Information
The Company was founded under the name PT Tripolyta Indonesia
(“TPI”), domiciled in West Jakarta, established based on Deed of Estab-
lishment No. 40 dated 2 November 1984 made before Ridwan Suselo,
Notary in Jakarta, with the status as a Domestic Investment Company
based on Law No. 6 of 1968 concerning Domestic Investment as re-
voked by Law No. 25 of 2007 concerning Capital Investment. TPI's Deed
of Establishment has been revised by the Deed of Entry and Resignation
of the Company's Founders and Amendment to Articles of Association
No. 117 dated 7 November 1987 made before John Leonard Waworuntu,
Notary in Jakarta, which has been ratified by the Minister of Justice of
the Republic of Indonesia, as amended from time to time and hereinafter
referred to as the Minister of Law and Human Rights of the Republic of
Indonesia ("Menkumham") in accordance with Decree No.
C2.1786.HT.01.01-Th'.88 dated 29 February 1988, recorded in the reg-
ister book at the West Jakarta District Court Office on 30 June 1988 un-
der No. 639/1988 and No. 640/1988, and announced in the State Ga-
zette of the Republic of Indonesia No. 63 dated 5 August 1988, Supple-
ment No. 779.
The Company is the surviving company in the merger process between
the Company and PT Chandra Asri based on Merger Deed No. 15 dated
9 November 2010, made in the presence of Dr. Amrul Partomuan Po-
han, S.H, LL.M., Notary in Jakarta, where the merger became effective
on 1 January 2011. On 15 November 2019, the Company's sharehold-
ers through the Extraordinary General Meeting of Shareholders
(“EGMS”) and shareholders of PT Petrokimia Butadiene Indonesia
("PBI") through a Circular Decision in Lieu of General Meeting of Share-
holders No. 004/LGL PBI/SH RES/XI/2019, has approved the merger
plan between the Company and PBI where the Company becomes the
surviving company of the merger ("PBI Merger"). In connection with
PBI Merger, the Company and PBI have also signed a merger deed as
stated in Merger Deed No. 76 dated 15 November 2019, made before
Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, which was notified to
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the Menkumham as stated in the Company Merger Notification Ac-
ceptance Letter No. AHU-AH.01.10-0010288 dated 22 November 2019
and has been registered in the Company Register at the Ministry of Law
and Human Rights of the Republic of Indonesia ("Kemenkumham")
under No. AHU-0025871.AH.01.02.TAHUN 2019 dated 22 November
2019. The merger became effective on 1 January 2020.
Furthermore, on 7 December 2020, the Company's shareholders
through the EGMS and the shareholders of PT Styrindo Mono Indone-
sia ("SMI") through Circular Decision in Lieu of General Meeting of
Shareholders No. 004/LGL SMI/SH RES/XII/2020, has approved the
merger plan between the Company and SMI where the Company be-
comes the surviving company of the merger. In connection with SMI
Merger, the Company and SMI have also signed a merger deed as
stated in Merger Deed No. 48 dated 7 December 2020, made before
Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, which was notified to
Menkumham as stated in the Company Merger Notification Acceptance
Letter No. AHU-AH.01.10-0012537 dated 11 December 2020 and has
been registered in the Company Register at Kemenkumham under No.
AHU-0082566.AH.01.02.TAHUN 2020 dated 11 December 2020. The
merger has become effective on 1 January 2021.
The latest amendment to the Company's articles of association is as
contained in the Deed of Statement of Meeting Resolutions on Amend-
ments to the Articles of Association No. 49 dated 8 May 2024, made
before Jose Dima Satria, S.H., M.Kn., Notary in South Jakarta, which
has obtained the approval of Menkumham based on Decree No. AHU-
0028013.AH.01.02.TAHUN 2024 dated 14 May 2024 and has been reg-
istered in the Company Register at Kemenkumham under No. AHU-
0092676.AH.01.11.TAHUN 2024 dated 14 May 2024 (“Deed No.
49/2024”). Based on Deed No. 49/2024, the Company's shareholders
have approved the change to Article 3 paragraph (2) letter B of the Com-
pany's Articles of Association by adding a supporting business activity
of making packaging from plastic. In connection with the amendment to
the Company's Articles of Association, the Company's shareholders
have also agreed to restate all provisions of the Company's Articles of
Association as stated in Deed No. 49/2024.
b. Business Activities
Based on Article 3 of the Company's Articles of Association, the Com-
pany's aims and objectives are to operate in the processing industry,
wholesale trade and management consulting activities. To achieve
these aims and objectives, the Company can carry out business activ-
ities, including the following:
A. The main business activities carried out to realize the main business
are as follows:
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i. carrying out basic organic chemical industries sourced from pe-
troleum, natural gas and coal;
ii. carrying out business in making artificial resin and plastic raw ma-
terials (pure plastic ore);
iii. carry out wholesale trade in solid, liquid and gas fuels and related
products;
iv. carrying out wholesale trade in basic chemical materials and
goods;
v. carries out wholesale trade in rubber and plastics in basic forms;
and
vi. carry out other management consulting activities.
B. Supporting business activities that support the main business activities
above are as follows:
i. organize transportation via motorized transportation for general
goods and special goods as well as transportation via pipelines to
ensure the continuity of delivery of industrial products to consumers;
ii. carry out activities of loading and unloading goods as well as load-
ing and unloading ships;
iii. self-owned or rented real estate, which includes businesses to pro-
vide services to other parties who utilize assets owned by the Com-
pany in the industrial sector, including land rental services, mainte-
nance services and other services related to the petrochemical in-
dustry;
iv. carry out warehousing and temporary goods storage activities re-
lated to petrochemical industry production before the goods are sent
to their final destination for commercial purposes;
v. carry out rental and leasing activities without option rights for pro-
cessing industry machines and equipment;
vi. carry out the business of making packaging from plastic, such as
plastic pouches or bags, plastic sacks or sacks, cosmetic packag-
ing, film packaging, medicine packaging, food packaging and other
packaging from plastic (containers, bottles, boxes, shelves and oth-
ers); and
vii. other business activities in the petrochemical industry that support
the Company's main business activities in accordance with applica-
ble laws and regulations.
c. The Company’s Management
The latest composition of the Company's Board of Commissioners and
Board of Directors is as follows:
Board of Commissioners
President Commissioner* : Djoko Suyanto
Vice President Commissioner* : Tan Ek Kia
Commissioner* : Ho Hon Cheong
Commissioner : Agus Salim Pangestu
Commissioner : Lim Chong Thian
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Commissioner : Mongkol Hengrojanasophon
Commissioner : Chantanida Sarigaphuti
Commissioner : Sakchai Patiparnpreechavud
Commissioner : Bandhit Thamprajamchit
Commissioner : Santi Wasanasiri
*) Also acting as Independent Commissioner
Board of Director
President Director : Erwin Ciputra
Vice President Director : Pholavit Thiebpattama
Vice President Director : Baritono Prajogo Pangestu
Director : Andre Khor Kah Hin
Director : Prapote Stianpapong
Director : Fransiskus Ruly Aryawan
Director : Suryandi
Director : Sarayuth Vorapruekjaru
Director : Petch Niyomsen
Director : Anawat Chansaksoong
Director : Suwit Wiwattanawanich
Director : Phuping Taweesarp
Director : Boedijono Hadipoespito
Director : Edi Riva’i
Director : Raymond Budhin
d. Capital Structure and Shareholding Composition
Capital structure and shareholding composition of the Company on the date
of this Information Disclosure is issued are as follows:
Authorized Capital: Rp12,264,785,664,000
Issued Capital : Rp4,325,577,254,600
Paid Up Capital : Rp4,325,577,254,600
The Company’s authorized capital is divided into 86,511,545,092 shares,
each with par value of Rp.50 per share.
Meanwhile, the latest composition of the Company’s share ownership pur-
suant to Shareholder Register as of 30 April 2024 is as follows:
Nominal Amount
No. Name of Shareholder Share Amount %
(Rp)
1. PT Barito Pacific Tbk 1,497,883,520,000 29,957,670,400 34.63
2. SCG Chemicals Public 1,322,330,946,200 26,446,618,924
30.57
Company Limited
3. Prajogo Pangestu 261,783,988,200 5,235,679,764 6.05
4. PT Top Investment In- 648,836,588,000 12,976,731,760
15.00
donesia
5. Public 594,742,212,200 11,894,844,244 13.75
Total 4,325,577,254,600 86,511,545,092 100.00
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2. OCBC Group as the arranger, agent and sustainability coordinator
OCBC is Singapore's longest-established bank, formed in 1932 from the
merger of three local banks, the oldest of which was founded in 1912. OCBC
is one of the most highly rated banks in the world, with Aa1 by Moody's and
AA- by both Fitch and S&P . Recognized for its financial strength and stability,
OCBC is consistently ranked among the World's 50 Safest Banks by Global
Finance and named the Best Managed Bank in Singapore by The Asian
Banker. OCBC is Southeast Asia's second largest financial services group by
assets. The group offers a wide range of commercial banking, specialist finance
and wealth management services, from consumer, corporate, investment,
private and transaction banking to treasury, insurance, asset management and
stockbroking services. The Group's main markets are Singapore, Malaysia,
Indonesia and Greater China. The bank has nearly 420 branches and
representative offices in 19 countries and regions. For more information, please
visit www.ocbc.com.
STATEMENT OF THE BOARD OF COMMISSIONERS AND
THE BOARD OF DIRECTORS OF THE COMPANY
1. The information conveyed in this Information Disclosure is complete and in accordance
with POJK 17/2020.
2. The provision of Sustainability Loan Facility does not constitute a conflict of interest trans-
action as referred to in POJK No. 42/POJK.04/2020 regarding Affiliate Transaction and
Conflict of Interest (“POJK 42/2020”).
3. The provision of Sustainability Loan Facility does not constitute an affiliate transaction
referred to in POJK 42/2020.
4. The Board of Commissioners and Board of Directors of the Company declare that all
material information or facts contained in the Information Disclosure in connection with
the provision of Sustainability Loan Facility have been disclosed and the information does
not contain false or misleading information or facts.
ADDITIONAL INFORMATION
For further information regarding the above matters, the stakeholder can contact the Company
through one of the following communication media during business hours.
Head Office
Wisma Barito Pacific Tower A, 7th Floor
Jl. Let. Jend. S. Parman Kav-62-63, Jakarta 11410
Telp: (62-21) 530 7950
Fax: (62-21) 530 8930
E-mail: corporatesecretary@capcx.com
U.P.: Corporate Secretary
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Thus, the Information Disclosure that we can convey. We thank you for your attention and
cooperation.
Yours faithfully,
PT Chandra Asri Pacific Tbk
Andre Khor Kah Hin Suryandi
Director Director
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Names mentioned 27 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
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PT Tripolyta Indonesia
p.3
unresolved
person
Ridwan Suselo
· Notaris
p.3
unresolved
person
John Leonard Waworuntu
· Notaris
p.3
unresolved
org
Minister of Justice
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
West Jakarta District Court
p.3
unresolved
org
PT Chandra Asri
p.3
unresolved
person
Dr. Amrul Partomuan Po-han
p.3 ×2
unresolved
org
PT Petrokimia Butadiene Indonesia
p.3
unresolved
person
Jose Dima Satria
· Notaris
p.3 ×5
unresolved
org
Ministry of Law and Human Rights
p.4
unresolved
org
PT Styrindo Mono Indone-sia
p.4
unresolved
—
SCG Chemicals Public
p.6
unresolved
org
PT Top Investment In-
p.6
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