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20240521_INDY_Laporan Informasi dan Fakta Material_31641864_lamp1.pdf
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This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United
States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. The securities referred to herein will not be registered
under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in
the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements
of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a
prospectus. Such prospectus will contain detailed information about the company making the offer and its
management and financial statements. None of the Issuer and the Parent Guarantor (each as defined below) intends
to make any public offering of securities in the United States.
This announcement does not constitute a public offering or private placement in Indonesia under Law Number 8 of
1995 regarding Capital Market, as amended by Law No. 4 of 2023 on Development and Strengthening of Financial
Sectors, and its implementing regulations (the “Indonesian Capital Market Law”) and the Financial Services
Authority (Otoritas Jasa Keuangan) Regulation No. 30/POJK.04/2019 on Private Placement of Debt Securities and/or
Sukuk Issuance (“OJK Rule No. 30/2019”). Any securities may not be offered in Indonesia, to Indonesian citizens
(whether domiciled in Indonesia or elsewhere) or to Indonesian residents, in a manner which constitutes a public
offering or private placement under the Indonesian Capital Market Law, including OJK Rule No. 30/2019.
PT INDIKA ENERGY TBK
NOTICE RELATING TO RESULTS OF THE OFFER TO PURCHASE FOR CASH
THE 8.25% SENIOR NOTES DUE 2025 (ISIN/CUSIP NUMBER: US45569GAA04/45569G AA0,
USY39690AA30/Y39690 AA3) ISSUED BY INDIKA ENERGY CAPITAL IV PTE. LTD.
AS OF THE EXPIRATION DEADLINE
May 17, 2024 — Further to the announcements on April 17, 2024, April 25, 2024, and April 30, 2024, Indika
Energy Capital IV Pte. Ltd. (the “Issuer,” “we,” “us” or “our”) hereby announces the results of the Tender Offer as of
May 16, 2024 being the Expiration Deadline. Capitalized terms used but not defined herein shall, unless the context
otherwise requires, have the meaning set out in the offer to purchase dated April 17, 2024 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”), available on the Offer Website:
https://projects.morrowsodali.com/indika.
As of the Expiration Deadline, US$500,000 of the Existing Notes have been validly tendered since the Early
Tender Deadline. As the Maximum Acceptance Amount, which is US$350,000,000 in aggregate principal amount of
Existing Notes, has not been reached, the Issuer will accept for purchase all such validly tendered Existing Notes,
without any proration.
The Final Settlement Date, when the Issuer will make payment of the Tender Consideration, being US$962.50
per US$1,000 principal amount of Existing Notes, plus the Accrued Interest, with respect to such Existing Notes
accepted for purchase, is expected to be May 20, 2024.
Following the Early Settlement on May 14, 2024 and cancelation of US$309,831,000 of the Existing Notes that
were validly tendered (and not validly withdrawn) prior to or at the Early Tender Deadline and the expected Final
Settlement on May 20, 2024 and cancelation of US$500,000 of the Existing Notes that have been validly tendered
prior to or at the Expiration Deadline, US$223,733,000 of the Existing Notes (approximately 33.15% of the principal
amount of Existing Notes originally issued) will remain outstanding.
The Tender Offer is subject to the satisfaction of certain conditions, including the Financing Condition, as set
forth in the Offer to Purchase. The Issuer reserves the right, subject to applicable law, to (i) waive any and all
conditions to the Tender Offer, (ii) extend or terminate the Tender Offer, or (iii) otherwise amend the Tender Offer.
In the case of clauses (i) through (iii) above, the Issuer does not intend to extend the Withdrawal Deadline or reinstate
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withdrawal rights, subject to applicable law. In addition, the Issuer reserves the right, at any time, subject to applicable
law, to increase or decrease the Maximum Acceptance Amount.
Holders of the Existing Notes may contact the Information and Tender Agent, Morrow Sodali Limited, by phone
at +852 2319 4130 (Hong Kong) / +44 20 4513 6933 (London) / +1 203 658 9457 (Stamford) or by email at
indika@investor.morrowsodali.com. Questions from Holders of the Existing Notes regarding the Tender Offer
procedures or requests for additional copies of the Offer to Purchase and other related documents should also be
directed to Morrow Sodali Limited. Questions from Holders of Existing Notes regarding the Tender Offer should be
directed to the Dealer Managers at Deutsche Bank AG, Singapore Branch (One Raffles Quay, #17-00 South Tower,
Singapore 048583, Tel: +65 6423 4229, Attention: Global Risk Syndicate, email: dcm.sea@list.db.com) or Standard
Chartered Bank (Singapore) Limited (Marina Bay Financial Centre (Tower 1), 8 Marina Boulevard, Level 26,
Singapore 018981, Tel: +44 20 7885 5739 / + 852 3983 8658 / +65 6557 8286, Attention: Liability Management,
email: liability_management@sc.com).
This announcement is not a solicitation of consent with respect to any of the Existing Notes. The Tender Offer
is being made pursuant to the Offer to Purchase, which sets forth a detailed description of the terms of the Tender
Offer.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose
possession this press release comes are required to inform themselves about, and to observe, any such restrictions.
This announcement and the Offer to Purchase contain important information, which must be read carefully
before any decision is made with respect to the Tender Offer. Each Holder of Existing Notes is solely responsible for
making its own independent appraisal of all matters as such Holder deems appropriate (including those relating to the
Tender Offer) and each Holder must make its own decision as to whether to tender or not tender its Existing Notes for
purchase pursuant to the Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended
to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank
manager, solicitor, accountant or other independent financial adviser. Any Holder whose Existing Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to
participate in the Tender Offer. None of the Dealer Managers, or any person who controls, or is a director, officer,
employee, agent or affiliate of any such persons, makes any recommendation as to whether Holders should participate
in the Tender Offer.
If a jurisdiction requires the Tender Offer to be made by a licensed broker or dealer, and any of the Dealer
Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdictions, the Tender Offer
shall be deemed to be made by such Dealer Manager or such affiliate (as the case may be) on behalf of the Issuer in
such jurisdiction.
Each Holder of Existing Notes participating in the Tender Offer will be deemed to give certain representations
as set out in the Offer to Purchase. A Holder in Singapore participating in the Tender Offer will be deemed to represent
that it is either an institutional investor as defined under Section 4A of the Securities and Futures Act 2001 of Singapore
(the “SFA”), or an accredited investor as defined under Section 4A of the SFA. Any tender of Existing Notes for
purchase pursuant to the Tender Offer from a Holder that is unable to make these representations will not be accepted.
Each of the Issuer, the Dealer Managers and the Information and Tender Agent reserves the right, in its absolute
discretion, to investigate, in relation to any tender of Existing Notes for purchase pursuant to the Tender Offer, whether
any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Issuer
determines (for any reason) that such representation is not correct, such tender of Existing Notes shall not be accepted.
FORWARD-LOOKING INFORMATION
Forward-looking statements in this announcement, including but not limited to those statements relating to the
Tender Offer, such as the scheduled Early Tender Deadline, Withdrawal Deadline, Expiration Deadline and Settlement
Date, as applicable, and the payment of the Total Early Tender Consideration or the Tender Consideration, as
applicable, are based on current expectations. These statements are not guarantees of future events or results. Future
events and results involve some risks, uncertainties and assumptions that are difficult to predict. Actual events and
results could vary materially from the description contained herein due to many factors including changes in the market
and price for the of Existing Notes; changes in the business and financial condition of the Parent Guarantor and its
subsidiaries; changes in the international coal and energy markets; changes in the capital markets in general; and the
occurrence of events specified in the Offer to Purchase that could trigger a condition permitting termination or
amendment of the Tender Offer.
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This announcement must be read in conjunction with the Offer to Purchase which has been prepared by the Issuer in relation to the Tender Offer. No offer of invitation to acquire or exchange any securities is being made pursuant to this announcement. None of this announcement or the Offer to Purchase constitutes an invitation to acquire or exchange any securities in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws.
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Financial Services Authority
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ISSUED BY INDIKA ENERGY CAPITAL IV PTE. LTD.
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Indika Energy Capital IV Pte. Ltd.
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Morrow Sodali Limited
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