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20240521_MBMA_Laporan Informasi dan Fakta Material_31641855_lamp2.pdf
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No.: 014/MBM-JKT/CORSEC/V/2024 Jakarta, 21 May 2024
Dear,
Chief Executive of Capital Market Supervisor
The Financial Services Authority of The Republic of Indonesia (“OJK”)
Gedung Soemitro Djojohadikusumo
Jl. Lapangan Banteng Timur No. 2-4
Jakarta 10710
U.p. : Chief Executive of Capital Market Supervisor
Subject : Report of Affiliated Transaction of PT Merdeka Battery Materials Tbk
Referring to OJK Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest
Transactions ("POJK 42/2020), we hereby for and on behalf of PT Merdeka Battery Materials Tbk
("Company") submit the Affiliated Transaction Report as follows:
A. TRANSACTION
The signing of the First Addendum to the Shareholder Loan Agreement between the Company and
PT Merdeka Industri Anantha dated 17 May 2024 ("Addendum").
B. IDENTITY OF THE PARTIES
- PT Merdeka Battery Materials Tbk, a public company of which shares are listed in the Indonesia
Stock Exchange, established and operated under the laws of the Republic of Indonesia ("Company").
- PT Merdeka Industri Anantha, a subsidiary of the Company, which is a Controlled Entity of the
Company, of which shares are owned by: (i) the Company directly by 99% (ninety nine percent);
(ii) PT Merdeka Industri Mineral directly by 1% (one percent) and domiciled at Treasury Tower 69th
Floor, District 8 SCBD Lot. 28, Jl. Jend. Sudirman Kav. 52-53, Senayan, Kebayoran Baru, South
Jakarta 12190, DKI Jakarta, Indonesia (“MIA”).
C. INFORMATION REGARDING AFFILIATED TRANSACTION
Overview Of Affiliated Transaction
The Company and MIA have entered into a Shareholder Loan Agreement dated 22 January 2024 with a
loan amount of up to US$100,000,000 (one hundred million United States Dollars) ("Agreement"). Based
on the Addendum, the Company and MIA have agreed to increase the loan amount up to US$150,000,000
(one hundred and fifty million United States Dollars).
Based on the Agreement, the Company and MIA have agreed that the Company will provide loan which
will be used to support the activities of MIA's subsidiaries by provision of debt, paid-in capital and/or
advances for paid-in capital.
For any outstanding financing provided by the Company to MIA, MIA shall be subject to interest equal to
the sum of: (i) Secured Overnight Financing Rate (as defined in the Agreement) for each Interest Period
(as defined in the Agreement); and (ii) 4.75% (four point seven five percent) per year).
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The period of the Funding provided by the Company to MIA under the Addendum commences from the
Effective Date (as defined in the Agreement) and will end at the maximum on the date falling one year
after the Effective Date, which may be extended based on the written agreement of the Company and
MIA.
The Relations between the Parties of the Transaction
a. MIA is a Controlled Entity of the Company with shares owned by the Company directly amounting to
99% (ninety nine percent); and
b. There are members of the Board of Directors of the Company who also serve as members of the
Board of Directors and/or Board of Commissioners of MIA.
Characteristics of Affiliated Relations of the Parties Transacting with the Company
The Company has an affiliate relation with MIA since MIA is one of the subsidiaries controlled directly and
indirectly by the Company, and due to the fact that there are members of the Company's Board of Directors
who also serve as members of the Board of Directors and/or Board of Commissioners of MIA.
Pursuant to such matter, the Transaction is included in the category of affiliated transaction as regulated
in POJK 42/2020 ("Affiliated Transaction") which is only required to be reported to OJK no later than the
second business day after the date of the Affiliated Transaction based on the provisions of Article 6
paragraph (2) POJK 42/2020.
Furthermore, we would like to inform you that the amount of the Affiliated Transaction of US$150,000,000
(one hundred and fifty million United States Dollars) is less than 20% (twenty percent) of the Company's
equity value based on the audited Consolidated Financial Statements of the Company and Subsidiaries
as of and for the year ended 31 December 2023. Thus, this Affiliated Transaction is not a Material
Transaction based on the Financial Services Authority Regulation No. 17/POJK.04/2020 concerning
Material Transactions and Changes in Business Activities. This Affiliated Transaction does not contain a
Conflict of Interest as referred to in POJK 42/2020. The Company hereby declares that all material
information that is not misleading has been disclosed in this report.
Explanation, Consideration and Reasons for Conducting Transactions Compared to Non-Affiliated
Parties
With the execution of the Addendum, it is expected to have a positive impact to the Company which in
turn can create added value for the shareholders of the Company indirectly.
The Transaction described in the Addendum has also passed an assessment using internal procedures
with the same terms and conditions when the Transaction is carried out with non-affiliated parties of the
Company, so that the terms and conditions of the Transaction are carried out in accordance with
commonly applicable business practices.
[the next page is the signing page]
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Therefore, we would like to inform you. For your attention, we express our gratitude. Sincerely, PT Merdeka Battery Materials Tbk ________________________________ Name : Deny Greviartana Wijaya Position : Corporate Secretary
Names mentioned 6 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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PT Merdeka Industri Anantha
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Indonesia Stock Exchange
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PT Merdeka Industri Mineral
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