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20240423_MAPA_Informasi Transaksi Afiliasi_31628939_lamp2.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PT MAP AKTIF ADIPERKASA TBK
(“DISCLOSURE OF INFORMATION”)
In compliance with the Financial Services Authority Regulation No. 42/POJK.04/2020 concerning
Affiliate Transaction and Transaction with Conflict of Interest (“POJK 42/2020”).
THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS OF UTMOST
IMPORTANCE AND THEREFORE, MUST BE READ AND CONSIDERED BY THE SHAREHOLDERS OF
PT MAP AKTIF ADIPERKASA TBK (the “Company”)
Main Business Activities:
Engaged in general trading,
including retail trade, and act as an agent or distributor for other parties
Domiciled in Central Jakarta, Indonesia
Head Office:
Sahid Sudirman Center, Lt. 26
Jl. Jend. Sudirman Kav. 86
Jakarta 10220, Indonesia
Phone: +62 21 8064 8488
Website: www.mapactive.id
Email: corpsec@mapactive.id
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY, EITHER
INDIVIDUALLY OR JOINTLY, ARE RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE
INFORMATION AS DISCLOSED IN THIS DISCLOSURE OF INFORMATION AND AFTER CAREFUL
EXAMINATION, AFFIRM THAT THE INFORMATION CONTAINED IN THE DISCLOSURE OF
INFORMATION IS CORRECT AND THERE IS NO MATERIAL AND RELEVANT IMPORTANT FACT THAT
IS NOT DISCLOSED OR OMITED IN THE DISCLOSURE OF INFORMATION SO THAT THE INFORMATION
PROVIDED IN THE DISCLOSURE OF INFORMATION BECOMES INCORRECT AND/OR MISLEADING.
This Disclosure of Information is published in Jakarta
on 26 April 2024
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I. PRELIMINARY
On 28 March 2024, the Company and PT Sports Direct Indonesia having its domicile in Jakarta Pusat
(hereinafter referred to as “SDI”) has entered into Facility Agreement in which the Company agree
to grant loan facility to SDI in the maximum amount in Rupiah equivalent to USD 10,000,000 (Ten
Million United States Dollar) or such other amount agreed or to be agreed in writing between the
Company and SDI (“Facility Agreement”). Pursuant to the Facility Agreement, the Company’s
obligation to grant loan facility to SDI shall be effective on the date of Fairness Opinion over the grant
of loan by the Company to SDI. The Fairness Opinion over the Transaction is issued on 24 April 2024.
SDI is the Controlled Company of the Company with direct share ownership by the Company of 50%.
In accordance with the prevailing regulations, specifically the provision of Article 4 POJK 42/2020,
the Board of Directors of the Company hereby announces this Disclosure of Information for the
purpose of providing elaboration, consideration, and reasons of the Transaction (as defined below)
to the Shareholders of the Company in compliance with POJK 42/2020 specifically the provisions in
Article 4.
II. DESCRIPTION OF THE TRANSACTION
A. Transaction
a. Name and Date of the Transaction: The grant of loan facility from the Company to SDI as
stipulated in the Facility Agreement (hereinafter referred to as “Transaction”).
b. Object of Transaction: grant of loan facility by the Company to SDI based on Facility
Agreement with the maximum amount in Rupiah equivalent to USD 10,000,000 (Ten Million
United States Dollar) or such other amount agreed or to be agreed in writing between the
Company and SDI, with interest rate 7.75% per annum (subject to annual review by the
Company and SDI with a view to remaining in line with prevailing market rates). The loan
shall be due and payable in full on a date falls five (5) years from the date of the agreement
(i.e., 28 March 2029) or on the occurrence of event of default (whichever is the earlier).
Unless the parties agrees otherwise, the term of the loan shall automatically extended for
additional six (6) months.
c. The Transaction value: Rp. 162,440,000,000 (One Hundred Sixty Two Billion Four Hundred
Forty Million Rupiah) which is equivalent to USD 10,000,000
(Ten Million United States Dollar) calculated based on Bank Indonesia’s middle rate on the
date of Fairness Opinion relating to the Transaction (24 April 2024), that is 1 USD = Rp.
16,244.
B. Information Regarding the Parties Conducting Transactions
1. PT Map Aktif Adiperkasa Tbk.
a. Brief history
The Company is domiciled in Jakarta Pusat, is incorporated based on Deed of
Establishment No. 40 dated 11 March 2015, made before Hannywati Gunawan, SH, Notary
in Jakarta. The Deed of Establishment of the Company has been ratified by the Minister of Law
and Human Rights of the Republic of Indonesia based on Decree No. AHU-
0011719.AH.01.01.TAHUN 2015 dated 13 March 2015.
The Articles of Association of the Company were amended from time to time, lastly was
amended based on Deed of Restatement of Minutes of Meeting No. 172, dated 20 June
2023, made before Hannywati Gunawan, SH, Notary in Jakarta, which has been notified to
the Minister of Law and Human Rights as evidenced by Receipt of Notification of
Amendment of Articles of Association No. AHU-AH.01.03-0083476 dated 26 June 2023.
Page 3
b. Purposes, Objectives and Business Activities
Based on Article 3 of the Articles of Association of the Company, the purpose and objective
of the Company is to conduct business in the area of:
a. wholesale and retail trade;
b. logistic and warehouse; and
c. professional, scientific and technical activities
To achieve the above purpose and objectives, the Company may conduct business
activities as follow:
Main Business Activity
a. to perform business in the area of wholesale, other than car and motorcycle and retail,
other than car and motorcycle;
b. to act as agent, supplier, franchisee and/or distributor for other entities and
companies, whether local or overseas.
Supporting Business Activities
a. To conduct import and export across islands/regions as well as locally, for any goods
that can be traded, either for own calculations, or for calculations of other people, or
legal entities on the basis of commission;
b. To conduct business in the textile (factory) industry for any material that can be
produced in the country, including apparel, shoes and handicrafts;
c. To conduct business in the transportation sector using motorized vehicles, either to
transport passengers and to transport goods;
d. Carry out accounting activities and management consulting activities, in the field of
providing services and consulting in general, including management consulting
services, production, accounting methods and procedures as well as human resource
development (except for travel services and consultants in the fields of law and
taxation).
c. Capital Structure and Share Ownership
As of the date of this Disclosure of Information, the capital structure and shareholders
composition of the Company is based on the Company’s Shareholders Register as per 31
March 2024 issued by PT Datindo Entrycom, as Securities Administration Bureau of the
Company, that is as follows:
Nominal amount
Number of
Description @Rp10 (%)
Shares
(Rp)
Authorised Capital 50,000,000,000 500,000,000,000
Issued and Paid Up Capital:
PT Mitra Adiperkasa Tbk. 19,618,986,600 196,189,866,000 68.83
Public 8,885,013,400 88,850,134,000 31.17
Total Issued and Paid Up Capital 28,504,000,000 285,040,000,000 100.00
d. Management and Supervisory
On the date of the Disclosure of Information, the composition of the Board of Directors and
Board of Commissioners of the Company are as follows:
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Board of Directors
President Director : Nicholas Jones
Director : Handaka Santosa
Director : Sjeniwati Gusman
Director : Miquel Rodrigo Staal
Board of Commissioners
President Commissioner : Virendra Prakash Sharma
Vice President Commissioner : Susiana Latif
Independent Commissioner : Hendry Hasiholan Batubara
e. Address
The Company is having its address at Sahid Sudirman Center, 26th Floor, Jl. Jenderal
Sudirman Kav. 86, Jakarta Pusat, Jakarta 10220.
2. PT Sports Direct Indonesia
a. Brief history
SDI domiciled in Jakarta Pusat, is incorporated based on Deed of Establishment No. 134
dated 21 July 2023, made before Hannywati Gunawan, SH, Notary in Jakarta (“Deed No.
134/2023”). The Deed of Establishment of SDI has been ratified by the Minister of Law and
Human Rights of the Republic of Indonesia based on Decree No. AHU-
0058475.AH.01.01.Tahun 2023 dated 9 August 2023.
b. Purposes, Objectives and Business Activities
Based on Article 3 of the Articles of Association of SDI, the purpose and objective of SDI is
to conduct business in the area of:
a. trade; and
b. portal web
To achieve the above purpose and objectives, SDI may conduct business activities as
follows:
Business Activities
a. to conduct retail trading of various kinds of goods which are not mainly food, drinks or
tobacco at Toserba (Department Store);
b. to conduct retail trading specifically in sports equipments in stores;
c. to conduct retail trading specifically game tools and children toys in stores;
d. to conduct retail trading of clothes;
e. to conduct retail trading of shoes, sandals and other footwear;
f. to conduct retail trading of clothing complementary;
g. to conduct retail trading of bags, wallets, suitcases, backpacks and the like;
h. to conduct retail trading of eyewear;
i. to conduct retail trading of watches;
j. to conduct retail trading of other new goods which are not included in others;
k. to conduct retail trading through media for textile commodities, clothes, footwear and
personal purposes goods;
l. to conduct retail trading through media for mixed goods;
m. to conduct retail trading through media for a variety of other goods;
n. web portal and/or digital platform with commercial purposes.
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c. Capital Structure and Share Ownership
As of the date of this Disclosure of Information, the capital structure and shareholders
composition of SDI is based on Deed No. 134/2023, that is as follow:
Nominal amount
Number of
Description @Rp1,000,000.00 (%)
Shares
(Rp)
Authorised Capital 10,000 10,000,000,000.00
Issued and Paid Up Capital:
1. PT Map Aktif Adiperkasa, Tbk 5,000 5,000,000,000.00 50.00
2. Sports Direct Malaysia Sdn.Bhd 5,000 5,000,000,000.00 50.00
Total Issued and Paid Up Capital 10,000 10,000,000,000.00 100.00
d. Management and Supervisory
On the date of the Disclosure of Information, the composition of the Board of Directors
and Board of Commissioners of SDI are as follow:
Board of Directors
President Director : James Anthony France
Director : Miquel Rodrigo Staal
Director : Paul Edward Gibbons
Board of Commissioners
President Commissioner : David Ghassan Al-mudallal
Vice President Commissioner : Virendra Prakash Sharma
e. Address
SDI having its address at Sahid Sudirman Center, 37th Floor, Jl. Jenderal Sudirman Kav.
86, Jakarta Pusat, Jakarta 10220.
C. Affiliate Relationship
a. SDI is the Controlled Company of the Company with shares ownership by the Company of
50%.
b. There is a member of the Director and Commissioner of the Company who also holds a
position as Director and Commissioner of SDI.
III. SUMMARY OF APPRAISAL’ REPORT
A. Independent Party Appointed relating to the Transaction
The Company appointed a Kantor Jasa Penilai Publik Kusnanto & rekan (“KR”) based on the
Decree of the Minister of Finance No. 2.19.0162 dated 15th July 2019 and registered as a capital
market supporting professional service office at the Financial Services Authority with a Capital
Market Supporting Professional Registration Certificate No. STTD.PB-02/PJ-1/PM.223/2023
(business appraiser), to provide a fairness opinion over the Transaction based on assignment
letter No. KR/240301-001 dated 1 March 2024 which has been approved by the management of
the Company.
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B. Opinion of Independent Appraisal
Summary of Fairness Opinion Report
Summary of Fairness Opinion Report No. 00049/2.0162-00/BS/05/0382/1/IV/2024 dated 24
April 2024 prepared by KR.
Parties involved in the Transaction
Parties involved in the Transaction are the Company and SDI.
Fairness Opinion Object
The transaction object in the Fairness Opinion of the Transaction is a transaction where
the Company has agreed to provide a loan facility in Rupiah currency or the equivalent
of USD 10.00 million, which is calculated based on the exchange rate at the time the
loan was received by SDI, or another amount agreed in writing between the Company
and SDI, with an interest rate of 7.75% per year, which will mature five (5) years from
the date of the Facility Agreement in connection with the Transaction.
Purpose and Objective of the Fairness Opinion
Purpose and objective of the preparation of the Fairness Opinion on the Transaction is
to provide an overview on the fairness of the Transaction to the Company’s Directors
from financial aspects and to comply with the applicable regulations, i.e. POJK 42/2020.
Main Assumptions and Limiting Conditions
The Fairness Opinion analysis on the Transaction was prepared using the data and
information as disclosed above, such data and information of which KR have reviewed.
In performing the analysis, KR relied on the accuracy, reliability and completeness of all
financial information, information on the legal status of the Company and other
information provided to KR by the Company or publicly available and KR are not
responsible for the accuracy of such information. Any changes to the data and
information may materially influence the outcome of KR opinion. KR also relied on
assurances from the management of the Company that they did not know the facts
which led to the information given to KR to be incomplete or misleading. Therefore, KR
are not responsible for the changes in the conclusions of KR Fairness Opinion caused by
changes in those data and information.
The Company's financial projections before and after the Transaction was prepared by
the Company's management. KR have reviewed such financial projections and those
financial projections have described the operating conditions and performance of the
Company. Overall, KR not any significant adjustments to be made to the performance
targets of the Company.
KR’s did not perform an inspection of the Company's fixed assets or facilities. In addition,
KR also did not give an opinion on the tax impact of the Transaction. The service KR
provided to the Company in connection with the Transaction merely was the provision
of the Fairness Opinion on the Transaction, not accounting services, auditing or taxation.
KR did not perform observation on the validity of the Transaction from legal aspects and
implication of taxation aspects. The Fairness Opinion on the Transaction was only
performed from economic and financial aspects. The fairness opinion report on the
Transaction represented a non-disclaimer opinion and was an open-for-public report
unless there was confidential information on such report, which might affect
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the Company's operations. Furthermore, KR have also obtained the information on the
legal status of the Company based on the articles of association of the Company.
KR’s work related to the Transaction was not and could not be interpreted in any form,
a review or an audit or an implementation of certain procedures of financial information.
The work was also not intended to reveal weaknesses in internal control, errors or
irregularities in the financial statements or violation of law. In addition, KR did not have
the authority and was not in a position to obtain and analyze a form of other transactions
that existed and might be available to the Company other than the Transaction and the
effect of these transactions to the Transaction.
This Fairness Opinion was prepared based on the market and economic conditions,
general business and financial conditions as well as government regulations related to
the Transaction on the issuance date of this Fairness Opinion.
In preparing the Fairness Opinion, KR applied several assumptions, such as the fulfillment
of all conditions and obligations of the Company as well as all parties involved in the
Transaction. Transaction would be executed as described accordingly to a
predetermined time period and the accuracy of the information regarding the
Transaction which was disclosed by the Company's management.
The Fairness Opinion should be viewed as a whole and the use of partial analysis and
information without considering other information and analysis as a whole may cause a
misleading view and conclusion on the process underlying the Fairness Opinion. The
preparation of the Fairness Opinion was a complicated process and might not be possible
to perform through incomplete analysis.
KR also assumed that from the issuance date of the Fairness Opinion until the execution
date of the Transaction, there were no changes that could materially affect the
assumptions used in the preparation of the Fairness Opinion. KR are not responsible to
reaffirm or to supplement or to update KR opinion due to the changes in the assumptions
and conditions as well as events occurring after the letter date. The calculation and
analysis in the Fairness Opinion have been performed properly and KR are responsible
for the fairness opinion report.
The conclusion of the Fairness Opinion is applicable for no changes that might materially
impact on the Transaction. Such changes include, but not limited to, the changes in
conditions both internally on the Company and externally on the market and economic
conditions, general conditions of business, trading and financial as well as government
regulations of Indonesia and other relevant regulations after the issuance date of the
fairness opinion report. Whenever after the issuance date of the fairness opinion report
such changes occur, the Fairness Opinion on the Transaction might be different.
Methodology and Procedure of Fairness Opinion
In evaluating the Fairness Opinion on the Transaction, KR had performed analysis through
the approaches and procedures of the Fairness Opinion on the Transaction as follows:
I. Analysis of Transaction;
II. Qualitative and quantitative analysis of the Transaction; and
III. Analysis of the fairness of the Transaction.
Page 8
Conclusion
Based on the scope of works, assumptions, data, and information acquired from the
Company's management which was used in the preparation of this fairness opinion
report, a review of the financial impact on the Transaction as disclosed in the fairness
opinion report, therefore in KR opinion, the Transaction is fair.
IV. EXPLANATION, CONSIDERATION, AND REASONS FOR THE TRANSACTION PLAN
COMPARED TO THE IMPLEMENTATION OF OTHER TYPES OF TRANSACTIONS WITH
NON-AFFILIATED PARTY
A. Purpose of the Transaction
The purpose or benefits that can be obtained by the Company from the implementation of
the Transaction is that the Transaction is performed to develop SDI's business and is a form
of support by the Company as the shareholder of SDI. SDI requires funding support, among
others, for additional working capital to open and operate stores, purchase of merchandise
and to maintains availability of merchandise inventory to be sold at the stores operated by
SDI which is expected to strengthen the Company's business portfolio so that eventually it is
expected to increase the Company’s income and profit.
B. Consideration for the Transaction with Affiliated Party
Consideration for Transactions with affiliated party is preferable than transaction with other
non-affiliated parties is that the transaction with the affiliated company can be conducted
with better efficiency in terms of the administrative process to grant loan consequently SDI
can immediately use the facility granted to perform it's business activities and therefore
ensure the development of SDI’s business which eventually generate income and profit for
the Company
V. STATEMENT OF BOARD OF DIRECTORS
This Transaction has gone through an adequate procedure to ensure that the Transaction is
conducted based on generally accepted business practice by taking into account arms-length
principle.
VI. STATEMENT OF BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
This affiliated transaction:
1. does not constitute a conflict-of-interest transaction as stipulated in POJK 42/2020;
2. does not constitute a material transaction as stipulated in the Financial Services Authority Regulation No.
17/POJK.04/2020 Tahun 2020 concerning Material Transaction and Changes of Business Activity; and
3. all material information has been disclosed and such information is not misleading.
VII. ADDITIONAL INFORMATION
Shareholders of the Company who require further information regarding the Transaction as
disclosed in this Disclosure of Information, may contact:
PT Map Aktif Adiperkasa Tbk.
Corporate Secretary
Sahid Sudirman Center, Lt. 26 Jl.
Jend. Sudirman Kav. 86 Jakarta
10220, Indonesia
Phone: +62 21 8064 8488
Website: www.mapactive.id
Email: corpsec@mapactive.id
Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
org
Bank Indonesia
p.2
unresolved
org
Bank Indonesia’s
p.2
unresolved
person
Hannywati Gunawan
· Notaris
p.2 ×5
unresolved
org
Minister of Law and Human Rights
p.2 ×2
unresolved
org
PT Datindo Entrycom
p.3
unresolved
org
Minister of Law
p.4
unresolved
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Sports Direct Malaysia Sdn.Bhd
p.5
unresolved
person
James Anthony France
· President Director
p.5 ×2
unresolved
org
Kantor Jasa Penilai Publik Kusnanto
p.5
unresolved
org
Minister of Finance
p.5
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