Back to announcement
20240503_DSSA_Informasi Transaksi Afiliasi_31633985_lamp2.pdf
Asset transaction Needs review DSSASource file signed link, expires in 15 minutes
Extracted text 14
Page 1
INFORMATION DISCLOSURE TO THE SHAREHOLDERS OF
PT DIAN SWASTATIKA SENTOSA TBK
(“INFORMATION DISCLOSURE”)
THIS INFORMATION DISCLOSURE IS PREPARED BY PT DIAN SWASTATIKA
SENTOSA TBK IN COMPLIANCE WITH FINANCIAL SERVICES AUTHORITY
REGULATION NUMBER 42/POJK.04/2020 DATED JULY 2, 2020, ON AFFILIATED
TRANSACTIONS AND CONFLICT-OF-INTEREST TRANSACTIONS (“POJK 42/2020”).
THE TRANSACTION AS STATED IN THIS INFORMATION DISCLOSURE IS AN
AFFILIATED TRANSACTION BUT IT IS NOT A CONFLICT-OF-INTEREST
TRANSACTION AS REFERRED TO IN POJK 42/2020.
If you have difficulties understanding the information contained in this Information Disclosure, you
should consult a legal advisor, public accountant, financial advisor, or other professionals.
PT Dian Swastatika Sentosa Tbk
(”Company”)
Business Activities
Power and steam generation, wholesale trading, real estate development and services, infrastructure,
management consulting, and holding company
Head Office
Sinar Mas Land Plaza, Tower 2, 24th Floor
Jl. M.H. Thamrin No. 51
Central Jakarta 10350
Indonesia
Telephone: +6221 31990258
Facsimile: +6221 31990259
Email: corsec@dss.co.id
Website: www.dssa.co.id
This Information Disclosure is issued in Jakarta on May 3, 2024
1
Page 2
I. DEFINITIONS
Assets Transferred to IKPP : means:
• machineries, equipment, and supporting facilities of the
Serang and Tangerang Power Plants
• buildings that support the Serang and Tangerang Power Plants
• supplies and spare parts in connection with the Serang and
Tangerang Power Plants
Assets Transferred to PDPP : means:
• machineries and equipment of the Karawang Power Plants
• buildings to support the Karawang Power Plants
• supporting facilities in connection with the Karawang Power
Plants
• supplies and spare parts in connection with the Karawang
Power Plants
IKPP : means PT Indah Kiat Pulp & Paper Tbk, a public limited
liability company incorporated under and subject to the laws of
the Republic of Indonesia
Information Disclosure : means the information disclosed by the Company as contained
in this announcement
MOLHR : means the Minister of Law and Human Rights of the Republic
of Indonesia
OJK : means the Financial Services Authority, as referred to in the
Law of the Republic of Indonesia Number 21 of 2011 on
Financial Services Authority
PDPP : means PT Pindo Deli Pulp And Paper Mills, a limited liability
company incorporated under and subject to the laws of the
Republic of Indonesia
Karawang Power Plants : means coal-fired power and steam generation plants with a total
installed capacity of 129.5 MW located in Karawang, West
Java, owned and operated by the Company to supply electricity
and steam to PDPP
Serang and Tangerang Power : means coal-fired power and steam generation plants with a total
Plants installed capacity of 175.1 MW located in Serang and South
Tangerang, West Java, owned and operated by the Company to
supply electricity and steam to IKPP
Company : means PT Dian Swastatika Sentosa Tbk, a public limited
liability company incorporated under and subject to the laws of
the Republic of Indonesia
POJK 42/2020 : means OJK Regulation Number 42/POJK.04/2020 on Affiliated
Transactions and Conflict-of-Interest Transactions
2
Page 3
PPJB Karawang : means the Binding Agreement of Sale and Purchase, signed by
the Company and PDPP on April 30, 2024, in connection with
the sale of Assets Transferred to PDPP
PPJB Serang and Tangerang : means the Binding Agreement of Sale and Purchase, signed by
the Company and IKPP dated April 30, 2024, in connection with
the sale of Assets Transferred to IKPP
LEAS : means the Legal Entity Administration System of the
Directorate General of General Legal Administration of the
Ministry of Law and Human Rights
Transaction : means the transaction as described in Section II and Section III
of this Information Disclosure
II. INTRODUCTION
On April 30, 2024, the Company signed:
1) PPJB Serang and Tangerang with a transaction value of Rp1,515,550,000,000 (one trillion five
hundred fifteen billion five hundred fifty million Rupiah)1); and
2) PPJB Karawang with a transaction value of Rp950,000,000,000 (nine hundred fifty billion
Rupiah)1)
(“Transaction”).
Based on the Company’s equity value as stated in the Company's Consolidated Financial Statements
for the year ended on December 31, 2023, which was audited by Public Accounting Firm Mirawati
Sensi Idris, the Transaction is not a material transaction as referred to in OJK Regulation Number
17/POJK.04/2020 on Material Transactions and Changes of Business Activities, since the Transaction
value does not exceed 20% (twenty percent) of the Company's equity value.
This transaction is an affiliated transaction, but it is not a conflict-of-interest transaction as referred to
in POJK 42/2020, since there is no discrepancy between the economic interests of the Company and
the personal economic interests of the members of the Board of Directors, members of the Board of
Commissioners, and main shareholders of the Company that may harm the Company.
III. DESCRIPTION OF THE TRANSACTION
1. BACKGROUND AND CONSIDERATIONS OF THE TRANSACTION
For the last few years, the Company has been preparing a strategic plan to move towards the new
global economy, including the plan for the Company’s energy business to shift into new and
renewable energy business as well as developing the Company's digital ecosystem. Several strategic
plans for the energy business have been realized, among others, the establishment of subsidiaries
and new cooperations to develop the geothermal and solar photovoltaic businesses in 2021-2023.
2. PURPOSE AND BENEFITS OF THE TRANSACTION TO THE COMPANY
This Transaction is expected to provide the following benefits:
• obtain additional cash for the Company and its subsidiaries’ business development
• support the Company's strategic plan to shift into new and renewable energy business and
technology business
3
Page 4
3. OBJECT AND VALUE OF THE TRANSACTION
The object of the Transaction is the Assets Transferred to IKPP and Assets Transferred to PDPP.
The transaction value of the Assets Transferred to IKPP is Rp1,515,550,000,000 (one trillion five
hundred fifteen billion five hundred fifty million Rupiah)1). As for the Assets Transferred to PDPP,
the transaction value is Rp950,000,000,000 (nine hundred fifty billion Rupiah)1).
4. BINDING AGREEMENTS OF SALE AND PURCHASE
The following is the summary of the main provisions stipulated in PPJB Serang and Tangerang and
PPJB Karawang in connection with the Transaction:
PPJB Serang and Tangerang PPJB Karawang
Parties to the • the Company (as “Seller”) • the Company (as “Seller”)
Transaction • IKPP (as “Buyer”) • PDPP (as “Buyer”)
Object of the Assets Transferred to IKPP Assets Transferred to PDPP
Transaction
Transaction the amount that must be paid by the Buyer the total amount that must be paid by the
Value to the Seller for the sale of the Assets Buyer to the Seller for the sale of the Assets
Transferred to IKPP is Transferred to PDPP is Rp950,000,000,000
Rp1,515,550,000,000 (one trillion five (nine hundred fifty billion Rupiah)1)
hundred fifteen billion five hundred fifty
million Rupiah)1)
Governing laws of the Republic of Indonesia laws of the Republic of Indonesia
Law
Notes:
1)
excluding transferred advances and prepaid expenses related to the operational activities of Serang and Tangerang Power Plants and
Karawang Power Plants amounting to Rp38,286,635,212 (thirty-eight billion two hundred eighty-six million six hundred thirty-five
thousand two hundred twelve Rupiah) as well as exclusive of taxes, levies, and other fees imposed in connection with the acquisition
of rights of the Assets Transferred to IKPP and Assets Transferred to PDPP (if any)
5. PARTIES INVOLVED IN THE TRANSACTION
a. PT Dian Swastatika Sentosa Tbk (“Company”)
i. Brief Profile
The Company is a public limited liability company incorporated under the laws of the
Republic of Indonesia and domiciled in Central Jakarta, with head office located at Sinar Mas
Land Plaza, Tower 2, 24th Floor, Jl. M.H. Thamrin No. 51, Central Jakarta 10350, telephone
number: +6221 31990258, facsimile number: +6221 31990259, and email address:
corsec@dss.co.id.
The Company was incorporated based on the Deed of Incorporation of a Limited Liability
Company PT Dian Swastatika Sentosa No. 6 dated August 2, 1996, as amended by Deed No.
35 dated October 8, 1996, both were made before Notary Linda Herawati, S.H. The deeds
have been approved by the Minister of Justice of the Republic of Indonesia based on Decree
No. C2-9854.HT.01.01.TH’96 dated October 28, 1996, and have been announced in the State
Gazette of the Republic of Indonesia No. 46 dated June 10, 1997, Supplement No. 2258.
The Company has amended its articles of association several times, with the latest amendment
on the adjustments and amendments to the articles of association and restatement of articles
of association of the Company as stated in the Deed of Declaration of Meeting Resolution No.
113 dated June 29, 2020, made before Notary Hannywati Gunawan, S.H., which has been
approved by the MOLHR based on Decree No. AHU-0051729.AH.01.02.TAHUN 2020 dated
4
Page 5
July 28, 2020, and has been recorded in the LEAS as stated in the Receipt of Notification of
Amendments to the Articles of Association No. AHU-AH.01.03-0313278 dated July 28, 2020.
ii. Purpose, Objective, and Business Activities
The purpose and objectives of the Company are to conduct businesses in the fields of power
and steam generation, wholesale trading, real estate development and services, infrastructure,
management consulting, and holding company.
To achieve such purpose and objectives, the Company may carry out business activities,
among others, as follows:
• plan, build, and operate power plants and related facilities
• conduct power and steam generation services
• conduct wholesale trading business of various kinds of goods without specializing in
certain goods
• establish and/or run a business in the infrastructure sector, including establishing/building
telecommunications infrastructure and telecommunications support services in the field of
ownership and/or provision and/or leasing of towers and their supporting facilities
• carry out investment activities in other companies
iii. Shareholders Composition
The current shareholders composition of the Company based on the Company’s Shareholders
Register as of March 31, 2024, issued by PT Sinartama Gunita as the Company’s Share
Administration Bureau, is as follows:
Shareholders Percentage (%)
1. PT Sinar Mas Tunggal 59.90
2. Treasury Shares 20.00
3. Public (each <5%) 20.10
Total 100.00
iv. Management and Supervision
The current compositions of members of the Board of Commissioners and the Board of
Directors of the Company are as follows:
Board of Commissioners
President Commissioner : Franky Oesman Widjaja
Independent Commissioner : Dr.-Ing. Evita Herawati Legowo
Independent Commissioner : Dr. Robert A. Simanjuntak
Independent Commissioner : Ir. F.X. Sutijastoto, M.A.
Independent Commissioner : Dr. Hendrikus Passagi, S.Sos., S.H., M.H., M.Sc.
Board of Directors
President Director : Lay Krisnan Cahya
Vice President Director : Lokita Prasetya
Director : Hermawan Tarjono
Director : Handhianto Suryo Kentjono
Director : Daniel Cahya
Director : Alex Sutanto
b. PT Pindo Deli Pulp And Paper Mills (“PDPP”)
i. Brief Profile
PDPP is a limited liability company incorporated under the laws of the Republic of Indonesia
and domiciled in Central Jakarta, with head office located at Sinar Mas Land Plaza, Tower 2,
5
Page 6
9th Floor, Jl. M.H. Thamrin No. 51, Central Jakarta 10350, telephone number: +6221
29650800, facsimile number: +6221 3927685, and email address:
corporatesecretary_pindo@app.co.id.
PDPP was incorporated based on Deed No. 75 dated January 31, 1975, as amended by Deed
No. 5 dated April 3, 1975, Deed No. 59 dated April 26, 1975, Deed No. 6 dated July 4, 1975,
and Deed No. 69 dated February 25, 1976, all were made before Notary Didi Sudjadi, S.H.
The deeds have been approved by the Minister of Justice of the Republic of Indonesia based
on Decree No. Y.A.5/365/16 dated July 27, 1976, and along with the Deed of Amendment No.
49 dated June 27, 1979, made before Notary Eliza Pondaag, S.H., have been announced in the
State Gazette of the Republic of Indonesia No. 88 dated November 2, 1982, Supplement No.
1274.
PDPP has amended its articles of association several times, with the latest amendment on the
addition of purpose, objective, and business activities as stated in the Deed of Minutes of
Extraordinary General Meeting of Shareholders No. 79 dated June 27, 2023 made before
Notary Desman, S.H., M.Hum., which has been approved by the MOLHR based on Decree
No. AHU-0040081.AH.01.02.TAHUN 2023 dated July 13, 2023.
ii. Purpose, Objective, and Business Activities
The purpose and objectives of PDPP, among others, are to conduct businesses in the fields of
industry, trading, forestry, mining, services, real estate, and information and communications.
To achieve such purpose and objectives, PDPP may carry out business activities, among others,
as follows:
a. businesses in the industrial sector, including:
• pulp industry
• cultural paper industry
• corrugated paper and paper board industry
• packaging and box industry from paper and cardboard
• tissue paper industry
• other paper and paperboard goods industry which cannot be classified elsewhere
• wooden container industry
• chlorine and alkali inorganic basic chemical industry
• cosmetics industry for humans including toothpaste
• pharmaceutical product industry for humans
• single primary macronutrients artificial fertilizer industry
b. businesses in the trading sector, including:
• wholesale trading of paper and cardboard
• wholesale trading of goods made of paper and cardboard
• wholesale trading of chemical substances and goods
c. utilization of plantation forest wood in production forests
d. excavation of earth and clay
e. limestone excavation
f. treatment and disposal of hazardous waste
g. rental and leasing activities without option rights for machinery and equipment for the
processing industry
h. rental and leasing activities without option rights for machinery and equipment and other
tangible goods which cannot be classified elsewhere
i. laboratory testing services
j. analysis and other technical tests
k. other management consulting activities
l. owned or rented real estate
m. hosting and related activities
6
Page 7
n. activities of running and managing special ports (special terminal/Terminal for Own Use)
for own needs
iii. Shareholders Composition
The current shareholders composition of PDPP is as follows:
Shareholders Percentage (%)
1. PT APP Purinusa Ekapersada 99.24
2. PT Mega Kleenindo 0.32
3. PT Marimba Nugratama 0.22
4. PT Unitama Sartindo 0.22
Total 100.00
iv. Management and Supervision
The current compositions of members of the Board of Commissioners and the Board of
Directors of PDPP are as follows:
Board of Commissioners
President Commissioner : Suhendra Wiriadinata
Commissioner : Agustian Rachmansjah Partawidjaja
Independent Commissioner : Suryamin Halim
Board of Directors
President Director : Hendri
Director : Kosim Sutiono
Director : Arman Dwiartono
Director : Megawaty Tjendra
Director : Andrie Setiawan Yapsir
c. PT Indah Kiat Pulp & Paper Tbk (“IKPP”)
i. Brief Profile
IKPP is a public limited liability company incorporated under the laws of the Republic of
Indonesia and domiciled in Central Jakarta, with head office located at Sinar Mas Land Plaza,
Tower 2, 9th Floor, Jl. M.H. Thamrin No. 51, Central Jakarta 10350, telephone number: +6221
29650800/29650900, facsimile number: +6221 3927685, and email address:
corporatesecretary_inkp@app.co.id.
IKPP was incorporated based on the Deed of Incorporation No. 68 dated December 7, 1976,
made before Notary Ridwan Suselo, S.H. The deed had been amended several times and have
been approved by the Minister of Justice of the Republic of Indonesia based on Decree No.
Y.A.5/50/2 dated February 9, 1978, and have been announced in the State Gazette of the
Republic of Indonesia No. 18 dated March 3, 1978, Supplement No. 172/1978.
IKPP has amended its articles of association several times, with the latest amendment on the
amendment to Article 3 of the articles of association to be adjusted to Government Regulation
No. 5 of 2021 on the Implementation of Risk-Based Business Licensing as stated in the Deed
of Declaration of Meeting Resolution No. 46 dated June 10, 2022, made before Notary Aulia
Taufani, S.H., which has been approved by the MOLHR based on Decree No. AHU-
0047207.AH.01.02.TAHUN 2022 dated July 8, 2022, and has been recorded in the LEAS as
stated in the Receipt of Notification of Amendments to the Articles of Association No. AHU-
AH.01.09-0030851 dated July 8, 2022.
7
Page 8
ii. Purpose, Objective, and Business Activities
The purpose and objectives of IKPP are to conduct businesses in the fields of industry, trading,
mining, and forestry.
To achieve such purpose and objectives, IKPP may carry out business activities, among others,
as follows:
- industry
• wooden container industry
• pulp industry
• cultural paper industry
• corrugated paper and paper board industry
• packaging and box industry from paper and cardboard
• tissue paper industry
• other paper and paperboard goods industry which cannot be classified elsewhere
• lime goods industry
• chlorine and alkali inorganic basic chemical industry
• other inorganic basic chemical industries
• industrial gases inorganic basic chemical industry
• paper mill machinery industry
- commerce (including professional, scientific and technical activities)
• wholesale trading on the basis of remuneration (fee)
• wholesale trading of various forms of printing and publishing goods
• other management consulting activities
- supporting business activities
• trading: wholesale trading on the basis of remuneration (fee)
• mining: limestone excavation
• forestry: utilization of plantation forest wood in production forests
• activities of running and managing special ports
iii. Shareholders Composition
The current shareholders composition of IKPP based on the IKPP’s Shareholders Register as
of March 31, 2024, issued by PT Sinartama Gunita as IKPP’s Share Administration Bureau,
is as follows:
Shareholders Percentage (%)
1. PT APP Purinusa Ekapersada 56.57
2. Public (each <5%) 43.43
Total 100.00
iv. Management and Supervision
The current compositions of members of the Board of Commissioners and the Board of
Directors of IKPP are as follows:
Board of Commissioners
President Commissioner : Saleh Husin, S.E., M.Si.
Commissioner : Andrie Setiawan Yapsir
Commissioner : Kosim Sutiono
Commissioner : Sukirta Mangku Djaja
Independent Commissioner : Dr. Ramelan, S.H., M.H.
Independent Commissioner : Dr. Ir. Rizal Affandi Lukman, M.A.
Independent Commissioner : Drs. Pande Putu Raka, M.A.
8
Page 9
Board of Directors
President Director : Hendra Jaya Kosasih
Vice President Director : Suhendra Wiriadinata
Director : Didi Harsa Tanaja
Director : Kurniawan Yuwono
Director : Lioe Djohan (Djohan Gunawan)
Director : Agustian R. Partawidjaja
Director and Corporate Secretary : Heri Santoso, Liem
6. NATURE OF AFFILIATED RELATIONSHIP
This Transaction is an affiliated transaction as referred to in POJK 42/2020. The Company, IKPP,
and PDPP are affiliated parties due to the familial relationship between the ultimate beneficial
owners, however, there is no (i) significant influence, (ii) similarities in control, and (iii) similarities
in key management personnel between parties.
IV. INDEPENDENT PARTY APPOINTED BY THE COMPANY
The independent party appointed by the Company is:
Mr. Iwan Bachron of the Public Appraisal Firm Iwan Bachron and Partners, as the independent
appraiser appointed by the Company to conduct valuation on the Assets Transferred to IKPP and Assets
Transferred to PDPP and provide a fairness opinion on the Transaction.
Address : Pusat Niaga Duta Mas Fatmawati, Blok D1 No. 29, Jl. RS. Fatmawati Raya No. 39,
South Jakarta 12150
Telephone : +6221 72801261, 72801262, 7399671
V. EFFECT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
The following pro-forma consolidated statements of financial position and pro-forma consolidated
statements of profit or loss and other comprehensive income are prepared to show the impact of the
Transaction, assuming that the Transaction occurred on December 31, 2023.
Pro-forma Consolidated Statements of Financial Position – pre- and post PPJB Serang and
Tangerang
(in thousands USD)
Pre- Impact of Post
PPJB Serang and PPJB Serang and PPJB Serang and
Tangerang Tangerang Tangerang
December 31, 2023 December 31, 2023
ASSETS
Current Assets 1,382,740 92,271 1,475,011
Noncurrent Assets 1,680,533 (77,187) 1,603,346
Total Assets 3,063,273 15,084 3,078,357
LIABILITIES AND EQUITY
Liabilities
Current Liabilities 825,667 - 825,667
Noncurrent Liabilities 516,791 - 516,791
Total Liabilities 1,342,458 - 1,342,458
Equity
Equity Attributable to Owners of
1,383,424 15,084 1,398,508
the Parent Company
Non-controlling Interests 337,391 - 337,391
Total Equity 1,720,815 15,084 1,735,899
Total Liabilities and Equity 3,063,273 15,084 3,078,357
9
Page 10
Pro-forma Consolidated Statement of Profit or Loss and Other Comprehensive Income – pre-
and post PPJB Serang and Tangerang
(in thousands USD)
Pre- Impact of Post
PPJB Serang and PPJB Serang and PPJB Serang and
Tangerang Tangerang Tangerang
December 31, 2023 December 31, 2023
Revenues 5,014,660 - 5,014,660
Gross Profit 2,072,259 - 2,072,259
Profit before Tax 1,181,070 15,084 1,196,154
Profit for the Period 865,314 15,084 880,398
Pro-forma Consolidated Statements of Financial Position – pre- and post PPJB Karawang
(in thousands USD)
Pre- Impact of Post
PPJB Karawang PPJB Karawang PPJB Karawang
December 31, 2023 December 31, 2023
ASSETS
Current Assets 1,382,740 59,038 1,441,778
Noncurrent Assets 1,680,533 (54,120) 1,626,413
Total Assets 3,063,273 4,918 3,068,191
LIABILITIES AND EQUITY
Liabilities
Current Liabilities 825,667 - 825,667
Noncurrent Liabilities 516,791 - 516,791
Total Liabilities 1,342,458 - 1,342,458
Equity
Equity Attributable to Owners of
1,383,424 4,918 1,388,342
the Parent Company
Non-controlling Interests 337,391 - 337,391
Total Equity 1,720,815 4,918 1,725,733
Total Liabilities and Equity 3,063,273 4,918 3,068,191
Pro-forma Consolidated Statement of Profit or Loss and Other Comprehensive Income – pre-
and post PPJB Karawang
(in thousands USD)
Pre- Impact of Post
PPJB Karawang PPJB Karawang PPJB Karawang
December 31, 2023 December 31, 2023
Revenues 5,014,660 - -
Gross Profit 2,072,259 - -
Profit before Tax 1,181,070 4,918 1,185,988
Profit for the Period 865,314 4,918 870,232
The assumptions used to prepare the Company's pro-forma consolidated statements, among others, are
as follows:
1. The Transaction occurs on December 31, 2023
2. The Transaction value does not include taxes, levies, and other fees imposed in connection with the
acquisition of rights of the Assets Transferred to IKPP and Assets Transferred to PDPP (if any)
3. The applicable exchange rate is the Bank Indonesia middle rate as of December 31, 2023, i.e.,
Rp15,416/USD
10
Page 11
VI. INDEPENDENT APPRAISER’S OPINION
Public Appraisal Firm Iwan Bachron and Partners (“IDR”) is a registered public appraisal firm with
Mr. Iwan Bachron G., S.E., M.Ec.Dev. MAPPI (Cert.) as the person in charge of valuation, as the
managing partner of IDR with Public Appraiser License No. P-1.09.00108 issued by the Ministry of
Finance of the Republic of Indonesia No. 104/KM.1/2009 dated January 29, 2009, and has been
registered in OJK with Capital Market Supporting Professional Registration Certificate No.
17/BL/STTD-P/A/2006. Meanwhile, the fairness opinion report was carried out by Bunga Budiarti,
S.E., M.Ec., Dev. MAPPI (Cert.) with Public Appraiser License No. B-1.16.00465 and has been
registered in OJK with Capital Market Supporting Professional Registration Certificate No.
STTD.PPB-27/PM.2/2018.
The Company appointed IDR to conduct a valuation of the Assets Transferred to IKPP and Assets
Transferred to PDPP and provide a fair opinion on the Transaction.
IDR as an independent appraiser stated that it has no affiliation, either directly or indirectly, with the
Company as defined in the Law of the Republic of Indonesia No. 8 of 1995 on Capital Market. In
conducting the appraisal, IDR acts independently, objectively, and has the competence to carry out the
appraisal as intended in the scope of the assignment.
The following is the summary of the independent appraiser report as stated in the valuation report No.
00038/2.0047-00/PP/02/0108/1/IV/2024 and No. 00039/2.0047-00/PP/02/0588/1/IV/2024, both dated
April 1, 2024, on the valuation of Assets Transferred to IKPP, No. 00042/2.0047-
00/PP/02/0108/1/IV/2024 and No. 00043/2.0047-00/PP/02/0108/1/IV/2024, both dated April 4, 2024,
on the valuation of Assets Transferred to PDPP, as well as fairness opinion report No. 00139/2.0047-
05/BS/02/0465/1/IV/2024 dated April 30, 2024, on the Transaction.
1. Parties to the Transaction
Parties involved in the Transaction are as follows:
a. The Company
b. IKPP
c. PDPP
2. Object and Value of the Transaction
The objects of the Transaction are the Assets Transferred to IKPP and the Assets Transferred to
PDPP.
The transaction value of Assets Transferred to IKPP is Rp1,515,550,000,000 (one trillion five
hundred fifteen billion five hundred fifty million Rupiah) - exclusive of taxes, levies, and other fees
imposed in connection with the acquisition of rights of the Assets Transferred to IKPP (if any).
The transaction value of Assets Transferred to PDPP is Rp950,000,000,000 (nine hundred fifty
billion Rupiah) - exclusive of taxes, levies, and other fees imposed in connection with the acquisition
of rights of the Assets Transferred to PDPP (if any)
3. Purpose and Objective of Valuation
• The purpose and objective of the valuation is to provide an opinion on the market value of the
object of the valuation.
• The purpose of the valuation is for the interest of the Transaction therefore IDR does not
recommend that the valuation report be used for any other purposes.
11
Page 12
4. Assumptions and Limiting Conditions
• The valuation and Property Valuation Reports are non-disclaimer opinions.
• IDR has reviewed the documents used in the valuation process; IDR did not conduct
investigations into environmental issues related to pollution. If no other information is provided,
the IDR assessment is based on the assumption that there is no pollution that could affect the
value.
• Data and information or comparative properties obtained are sourced from and/or validated by
the appraisal professional association.
• IDR is responsible for carrying out the assessment.
• The Property Valuation Reports are available to the public, unless there is confidential
information that could affect the company's operations.
• IDR is responsible for the Property Valuation Reports and valuation conclusions.
• IDR has identified the legal status of the valuation objects.
• If in the future the IDR is asked to provide explanations and presentations that are carried out
outside the work area of the IDR office, or to parties other than the assignor and service users,
then all forms of costs incurred will be borne by the assignor.
• The Valuation Reports are invalid if it do not bear the signature of the independent appraiser and
the office stamp of IDR.
5. Approach and Methodology of the Valuation
Valuation
Object Reasons for Selecting the Approach
Approach
• 1 (one) power plant unit with a • Cost Approach The object of valuation, namely a power
capacity of 35.1 MW plant and spare parts inventory, are
consisting of buildings with a industrial properties, which according to
total area of ±18,944.55 m2, OJK Circular No. 33/SEOJK.04/2021 on
complementary facilities, Guidelines for Valuation and Presentation
machineries and equipment, as of Property Valuation Reports in the
well as spare parts inventory Capital Market ("SEOJK 33/2021"), an
located at Jalan Wirasaba industrial property valuation can use only
(formerly Jalan Prof. Dr. Ir. H. one approach, therefore IDR considered
Soetami), No. 88, East Adiarsa that the relevant approach used in this
Village, East Karawang valuation was the cost approach, for the
District, Karawang Regency, following reasons:
West Java Province • market approach was difficult to use
due to the unavailability of comparable
benchmark data
• income approach was not feasible to
apply due to the existence of assumed
variables whose reasonableness is
difficult to measure in the income
projection
• the appraised property can be
redeveloped or replaced with similar
property
• 1 (one) power plant unit with a • Cost Approach The object of valuation, namely a power
capacity of 94.4 MW plant and spare parts inventory, are
consisting of buildings with a industrial properties, which according to
total area of ±7,499.03 m2, SEOJK 33/2021, an industrial property
complementary facilities, valuation can use only one approach,
machineries and equipment, as therefore IDR considered that the relevant
well as spare parts inventory approach used in this valuation was the
located at Jalan Inspeksi cost approach, for the following reasons:
Irigasi Taruma Barat, • market approach was difficult to use
Kutamekar BTB Village 6-9 due to the unavailability of comparable
and Kutapohaci Village, Teluk benchmark data
Jambe District, Karawang
Regency, West Java Province
12
Page 13
Valuation
Object Reasons for Selecting the Approach
Approach
• income approach was not feasible to
apply due to the existence of assumed
variables whose reasonableness is
difficult to measure in the income
projection
• the appraised property can be
redeveloped or replaced with similar
property
• 1 (one) power plant unit with a • Cost Approach The object of valuation, namely a power
capacity of 19.1 MW plant and spare parts inventory, are
consisting of buildings with a industrial properties, which according to
total area of ±5,675 m2, SEOJK 33/2021, an industrial property
complementary facilities, valuation can use only one approach,
machineries and equipment, as therefore IDR considered that the relevant
well as spare parts inventory approach used in this valuation was the
located at Jalan Raya Serpong cost approach, for the following reasons:
Km. 8, RT 6, RW 3, • market approach was difficult to use
Pakulonan Village, North due to the unavailability of comparable
Serpong District, South benchmark data
Tangerang City, Banten • income approach was not feasible to
Province apply due to the existence of assumed
variables whose reasonableness is
difficult to measure in the income
projection
• the appraised property can be
redeveloped or replaced with similar
property
• 1 (one) power plant unit with a • Cost Approach The object of valuation, namely a power
capacity of 156 MW plant and spare parts inventory, are
consisting of buildings with a industrial properties, which according to
total area of ±53,327.80 m2, SEOJK 33/2021, an industrial property
complementary facilities, valuation can use only one approach,
machineries and equipment, as therefore IDR considered that the relevant
well as spare parts inventory approach used in this valuation was the
located at Jalan Raya Serang cost approach, for the following reasons:
Km. 76, Keragilan Village, • market approach was difficult to use
Sentul Village, Tegal Maja due to the unavailability of comparable
Village, Keragilan District, benchmark data
Serang Regency, Banten • income approach was not feasible to
Province apply due to the existence of assumed
variables whose reasonableness is
difficult to measure in the income
projection
• the appraised property can be
redeveloped or replaced with similar
property
Approach and Methodology of the Fairness Opinion
• Analysis of the Transaction
• Qualitative and quantitative analysis of the Transaction
• Analysis of the fairness of the Transaction value
• Analysis of other relevant factors
13
Page 14
6. Conclusion of the Valuation
Based on the results of the analyses of all data and information that IDR received, IDR is of the
opinion that the market value of the objects of valuation namely Assets Transferred to IKPP and
Assets Transferred to PDPP on December 31, 2023, for the Transaction of Rp1,515,550,000,000
(one trillion five hundred fifteen billion five hundred fifty million Rupiah) and Rp950,000,000,000
(nine hundred fifty billion Rupiah) are in the range of the upper and lower limit of 7.5%.
Therefore, based on the analysis described above, in IDR’s opinion, the Transaction is Fair.
VII. STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF
COMMISSIONERS
The Board of Directors and the Board of Commissioners of the Company are fully responsible for the
accuracy of all information contained in this Information Disclosure and state that they have fully
disclosed the material facts and there are no other material facts that are not included, which could
provide a misleading understanding in connection with the Transaction.
The Board of Directors and the Board of Commissioners of the Company state that this Transaction is
an affiliated transaction, but it is not a conflict-of-interest transaction as referred to in POJK 42/2020,
since there is no discrepancy between the economic interests of the Company and the personal
economic interests of the members of the Board of Directors, members of the Board of Commissioners,
and main shareholders of the Company that may harm the Company.
VIII. ADDITIONAL INFORMATION
To obtain additional information in connection with the Transaction, shareholders of the Company may
contact the Corporate Secretary of the Company, during working days and hours, to the following
address:
Corporate Secretary
PT Dian Swastatika Sentosa Tbk
Sinar Mas Land Plaza, Tower 2, 24th Floor
Jl. M.H. Thamrin No. 51
Central Jakarta 10350
Indonesia
Telephone: +6221 31990258
Facsimile: +6221 31990259
Email: corsec@dss.co.id
Website: www.dssa.co.id
Jakarta, May 3, 2024
Board of Directors of the Company
14
Names mentioned 49 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×3
unresolved
person
H. Thamrin
p.1 ×5
unresolved
org
PT Indah Kiat Pulp
p.2 ×2
unresolved
org
Paper Tbk
p.2 ×2
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
Directorate General of General Legal Administration
p.3
unresolved
org
Ministry of Law and Human Rights Transaction
p.3
unresolved
person
Notary Linda Herawati
p.4
unresolved
org
Minister of Justice
p.4 ×3
unresolved
person
Notary Hannywati Gunawan
p.4
unresolved
person
Dr. Robert A. Simanjuntak Independent
p.5 ×2
unresolved
person
Dr. Hendrikus Passagi
p.5 ×2
unresolved
—
Vice
p.5
unresolved
person
Notary Didi Sudjadi
p.6
unresolved
person
Notary Eliza Pondaag
p.6
unresolved
person
Notary Desman
p.6
unresolved
org
PT Mega Kleenindo
p.7
unresolved
org
PT Marimba Nugratama
p.7
unresolved
org
PT Unitama Sartindo
p.7
unresolved
person
Notary Ridwan Suselo
p.7
unresolved
person
Notary Aulia Taufani
p.7
unresolved
org
Bank Indonesia
p.10
unresolved
person
Iwan Bachron G.
p.11 ×2
unresolved
org
Ministry of Finance
p.11
unresolved
person
Bunga Budiarti
p.11
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
6668 ms
12 Sep 2026 23:04
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}