20240426_INDY_Laporan Informasi dan Fakta Material_31630489_lamp3.pdf

Consideration”). Subject to the terms and conditions set forth in the Offer to Purchase, the Issuer is also offering to
pay US$50.00 per US$1,000 principal amount of Existing Notes (the “Early Tender Payment”) to each Holder who
validly tenders (and does not validly withdraw) its Existing Notes prior to or at the Early Tender Deadline. We refer
to the Tender Consideration plus the Early Tender Payment, being US$1,012.50 per US$1,000 principal amount of
Existing Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Deadline and accepted for
purchase, as the “Total Early Tender Consideration.”
       Holders whose Existing Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued
and unpaid interest (rounded to the nearest US$0.01, with half a cent rounded upwards) (“Accrued Interest”) from the
last interest payment date on such purchased Existing Notes up to, but not including, the applicable Settlement Date
(as defined below).
     Existing Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Deadline will be
accepted for purchase in priority to Existing Notes validly tendered after the Early Tender Deadline, but prior to or at
the Expiration Deadline. To the extent Existing Notes are tendered prior to or at the Early Tender Deadline and
accepted for purchase pursuant to the Tender Offer, the portion of the Maximum Acceptance Amount available for
the purchase of Existing Notes tendered after the Early Tender Deadline, but prior to or at the Expiration Deadline,
could be reduced significantly or eliminated altogether.
      At the Early Tender Deadline or the Expiration Deadline, as applicable, the Issuer intends to accept for purchase
validly tendered (and not validly withdrawn) Priority Existing Notes in priority to Non-Priority Existing Notes. To the
extent any Priority Existing Notes are validly tendered (and not validly withdrawn) and accepted for purchase pursuant
to the Tender Offer, the portion of the Maximum Acceptance Amount available for the purchase of Non-Priority
Existing Notes could be reduced significantly or eliminated altogether.
      A separate Tender Instruction must be submitted on behalf of each beneficial owner of the Existing Notes, given
the possible proration.
      Tendered Existing Notes may be withdrawn prior to or at, but not after, 5:00 p.m. New York City time, on April
30, 2024 (such date and time, as it may be extended, the “Withdrawal Deadline”). The Tender Offer is subject to the
satisfaction of certain conditions, including the Financing Condition, as set forth in the Offer to Purchase.
      The “Early Settlement Date” for the Tender Offer will be a business day the Issuer chooses following both the
Early Tender Deadline and the satisfaction or waiver of the conditions of the Tender Offer, and is expected to be May
14, 2024. The “Final Settlement Date” for the Tender Offer will be promptly after the Expiration Time, and is expected
to be May 20, 2024. The Early Settlement Date and the Final Settlement Date are each referred to as a “Settlement
Date.”
       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 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 wishing to participate in the Tender Offer, if eligible, 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.
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.