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20240426_CASS_Laporan Informasi dan Fakta Material_31630273_lamp2.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS
PT CARDIG AERO SERVICES TBK.
In compliance with Financial Services Authority Regulation No.17/POJK.04/2020 regarding
Material Transactions and Changes in Business Activities, and Financial Services Authority
Regulation No.42/POJK.04/2020 regarding Affiliated and Conflict of Interest Transactions.
This Disclosure of Information is made in accordance with Financial Services Authority Regulation
No.17/POJK.04/2020 dated April 21,2020, concerning Material Transactions and Changes in
Business Activities, and Financial Services Authority Regulations No.42/POJK.04/2020 dated July
2, 2020, concerning Affiliated Transactions and Conflict of Interest Transactions, regarding the
release of pledged of shares of PT Cardig Aero Services Tbk, owned by PT Cardig Asset
Management due to the loan granted by PT Cardig Aero Services Tbk to PT Cardig Asset
Management with the principal loan repayment amounting to IDR177,350,735,264 and
US$3,829,947, executed on April 25, 2024.
If you have difficulties in understanding the information contained in this Disclosure of Information
or are in doubt in making decisions, it is advisable to consult with a securities broker, investment
manager, legal advisor, public accountant or other professional advisor.
PT CARDIG AERO SERVICES TBK.
Based in East Jakarta, Indonesia
(the “Company”)
Business Activities:
Services in the aviation industry, including ground handling, cargo handling, in-flight catering,
and aircraft security and maintenance.
Office
Menara Cardig 3rd Floor, Jl. Raya Halim Perdana Kusuma, Jakarta Timur
DKI Jakarta 13650
Phone. (62-21) 8087-5050
Fax. (62-21) 8088-5001
Website: www.pt-cas.com
Email: corporatesecretary@pt-cas.com
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY,
INDIVIDUALLY AND COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE ACCURACY,
COMPLETENESS OF INFORMATION, OR MATERIAL FACTS AS DISCLOSED IN THIS
DISCLOSURE OF INFORMATION AND AFTER CONDUCTING DUE DILIGENCE, AFFIRM
THAT TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THE INFORMATION
CONTAINED IN THIS DISCLOSURE OF INFORMATION IS TRUE AND THERE ARE NO
MATERIAL AND RELEVANT FACTS AND INFORMATION THAT ARE NOT DISCLOSED OR
OMITTED IN THIS DISCLOSURE OF INFORMATION WHICH MAY CAUSE THE
INFORMATION PROVIDED IN THIS DISCLOSURE OF INFORMATION TO BE UNTRUE
AND/OR MISLEADING.
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DEFINITION
Board of Directors : Each incumbent member of the Board of Directors of the
Company as of the date of this Disclosure of Information.
CAM Share Pledge : Shall have the meaning as defined in Section II of this Disclosure
of Information.
Disclosure of Information : The information contained in this Disclosure of Information.
Board of Commissioners : Each incumbent member of the Board of Commissioners of the
Company as of the date of this Disclosure of Information.
Financial Statements : The Financial Statements of the Company audited by Public
Accountant Firm Purwantono, Sungkoro & Surja for the period
ended December 31, 2023 based on report dated March 26,
2024.
MOLHR : Ministry of Law and Human Rights of the Republic of Indonesia.
OJK : Financial Services Authority, an independent institution as
referred to in Law No.21 of 2011 concerning the Financial
Services Authority (“OJK Law”), whose duties and authorities
include the regulation and supervision of financial services
activities in the banking sector, capital market, insurance, pension
funds, financing institution and other financial institutions sectors.
Independent Appraiser : KJPP Ihot Dollar & Raymond (KJPP ID&R), is a public appraisal
firm established under the law of the Republic of Indonesia with
Business License from the Minister of Finance
No.1408/KM.1/2012 dated November 27, 2012.
Regulation No.17/POJK.04/2020 : Financial Services Authority Regulation No.17/POJK.04/202
dated April 21, 2020, concerning Material Transactions and
Conflict of Interest Transactions.
Regulation No.42/POJK.04/2020 : Financial Services Authority Regulation No.42/POJK.04/2020
dated July 2, 2020, concerning Affiliated Transactions and
Conflict of Interest Transactions.
Company : PT Cardig Aero Services Tbk., a limited liability company, duly
established under and subject to the laws of the Republic of
Indonesia, and domiciled in East Jakarta.
CAM Loan : Shall have the meaning as defined in Section II of this Disclosure
of Information.
CAM : PT Cardig Asset Management, a limited liability company
established under and subject to the laws of the Republic of
Indonesia and domiciled in East Jakarta, which is shareholder of
the Company with a direct ownership of 23,58% of the total issued
and fully paid-up shares in the Company.
Transaction : Repayment of the principal CAM Loan and release of the CAM
Share Pledge.
Affiliated Transaction : An Affiliated Transaction is any activity and/or transaction
conducted by a public company or controlled company with
Affiliates of a public company or Affiliated of members of the
board of directors, members of the board of commissioners, major
shareholders, or Controllers, including any activity and/or
transaction conducted by a public company or Affiliated of
members of the board of directors, members of board of
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commissioners, major shareholders, or Controllers as referred to
in Article 1 paragraph (3) of Regulation No.42/POJK.04/2020.
Material Transaction : Any transaction conducted by a public company or a controlled
company that meets the value threshold as regulated in
Regulation No.17/POJK.04/2020.
I. INTRODUCTION
The information disclosed in this Disclosure of Information is provided to fulfill the Company's obligation
to announce the Disclosure of Information regarding Material Transactions and Affiliated Transactions
conducted by the Company, in connection with the release of pledged of shares on 252,898,430 shares
of the Company owned by CAM in relation to the loan granted by the Company to CAM with the principal
loan repayment amounting to IDR177,350,735,264 and US$3,829,947.
The value of the Transaction is 23% of the total equity of the Company based on the Financial Statements
dated December 31, 2023, where the total equity of the Company is IDR1,032,428,000,000.
Referring to the provisions of Article 24 of Regulation No. 42/POJK.04/2020, in the event that the value
of an Affiliated Transaction meets the criteria of a Material Transaction as referred to in Regulation No.
17/POJK.04/2020, a Public Company is only required to comply with the provisions of Regulation No.
17/POJK.04/2020.
Based on the above, in order to comply with the provisions of Article 6 paragraph (1) of Regulation No.
17/POJK.04/2020, the Company's Board of Directors announces the Disclosure of Information regarding
the implementation of the Transaction. The Company has also obtained a fair opinion based on the
Fairness Opinion Report from the Independent Appraiser regarding the implementation of the
Transaction, as disclosed in Section III of this Disclosure of Information.
II. TRANSACTION DETAILS
1. Reasons and Background
The Company is engaged in the aviation services industry, including ground handling, cargo
management, in-flight catering, and aircraft security and maintenance, both directly and through
its Subsidiaries.
On May 12, 2011, the Company provided a loan to CAM in the amount of US$21,119,640 ("CAM
Loan") with the majority of the Company's shares owned by CAM as pledged. The CAM Loan was
restructured on June 12, 2017, with partial loan repayment and partial release of the CAM Share
Pledge. As of December 31, 2023, the total debt of CAM including interest amounted to
IDR307,713,866,685 and US$5,343,458, consisting of principal debt of IDR177,350,753,264 and
US$3,829,947, and interest debt amounting to IDR130,363,131,421 million and US$1,513,511.
Currently, CAM holds 492,127,268 shares of the Company, or 23.58% ownership stake, of which
252,898,430 shares are pledged to the Company to secure the CAM Loan ("CAM Share Pledge").
CAM intends to sell all its shares in the Company to a third party, the proceeds of which will be
used to partially repay the CAM Loan. Therefore, CAM requests the Company to release all CAM
Share Pledge.
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2. Brief Description of the Transaction
a. Brief Description of the Transaction
In the framework of executing the Transaction, on April 22, 2024, the Company received
a letter of request from CAM, whereby CAM intends to sell all its shares in the Company,
totaling 492,127,268 shares, to a third party, the proceeds of which will be used to repay
the principal CAM Loan to the Company, amounting to IDR177,350,735,264 and
US$3,829,947. Therefore, CAM requests the Company to release all CAM Share Pledge.
The remaining CAM Loan balance, consisting of interest debt amounting to
IDR130,363,131,421 and US$1,513,511 will remain recorded by the Company and remain
outstanding.
b. Transaction Object
The object of the Transaction is the release of the pledge on 252,898,430 shares of the
Company owned by CAM and repayment of the principal CAM Loan.
c. Transaction Value
The Transaction value is IDR177,350,735,264 and US$3,829,947.
d. Information Regarding Parties Involved in the Transaction
Below is a brief description of the parties involved in the Transaction:
(i) The Company
• The Company was established based on Deed No.25 dated July 16,
2009, executed before Siti Pertiwi Henny Singgih, S.H., Notary in Jakarta.
The deed has been approved by the Minister of Law and Human Rights
based on Decree No.AHU-34028.AH.01.01. Year 2009 dated July
21,2009 and was announced the State Gazette No.7168 dated August 3,
2010, Supplement No.62.
• The purpose and objectives of the Company are to engage in the aviation
industry, including ground handling, cargo management, in-flight catering,
and aircraft security and maintenance, both directly and through its
subsidiaries
• Capital structure and share ownership of the Company
The following is the composition of the capital structure and share
ownership of the Company:
Nominal Value
IDR100 per share
Shareholder Name %
Number of Total Nominal
Shares (IDR)
Authorized Capital 7,500,000,000 750,000,000,000
Issued and Fully Paid-Up 2,086,950,000 208,695,000,000
Capital
Shareholders
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1. SATS Investment (II) Pte 451,830,800 45,183,080,000 21.65
Ltd
2. Cemerlang Pte Ltd 417,390,000 41,739,000,000 20.00
3. CAM 538,117,668 53,811,767,000 23.58
4. PT Dinamika Raya Swarma 366,587,032 36,658,703,000 17.57
5. Public* 313,024,500 31,302,450,000 17.20
The Total Issued and Fully 2,086,950,000 208,695,000,000 100
Paid-Up capital
* The public, each with ownership below 5%
• The Company’s management at the time of this Disclosure of Information
is as follows:
Board of Directors
President Director : Nazri Bin Othman
Director : R.Aj. Widianawati
Director : Sutji Relowati Rahardjo
Board of Commissioners
President Commissioner / : Jusman Syafii Djamal
Independent Commissioner
Vice President Commissioner : Djoko Suyanto
Independent Commissioner : Armand Bachtiar Arief
Commissioner : Chi Cheng Bock
CAM
• CAM was established under the law of Republic of Indonesia, based on
Deed of Establishment No.23 dated April 26, 2011, made before
Mochamad Nova Faisal, S.H., Notary in Jakarta. The deed obtained
approval from the Minister of Law and Human Rights based on Decree
No.AHU-21056.AH.01.01. Year 2011 dated April 27, 2011 and was
registered in the Company Register according to the provisions of the
Company Law with No. 09041.70.32062 dated May 12, 2011.
• The purpose and objectives of CAM are to engage in management
consulting services, including asset management, financial advisory
services, and management consulting services.
• Capital structure and share ownership of CAM
The composition of CAM’s capital structure and share ownership is as
follows:
Ordinary Shares Registered
Value IDR50,000 per share Class A
Value IDR50,000 per share Class B
Description
Value IDR15,400 per share Class C
Number of Class
Total %
Shares Shares
Shareholders
PT Rizki Daya Nusantara 159,732 7,986,600,000 A
1,437,588 22,138,855,200 C
PT Cardig International 118,829 5,941,450,000 A
1,069,461 16,469,699,400 C
PT Adji Utama Sari Karya 21,247 1,062,350,000 A
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191,223 2,944,834,200 C
PT Karminda Tatha 19,398 969,900,000 A
174,582 2,688,562,800 C
Total Issued and Fully Paid- 319,206 15,960,300,000 A
Up Capital 217,442 10,872,100,000 B
2,872,854 44,241,951,600 C
Total Shares in Portfolio 63,352 3,167,600,000 A
--- --- B
--- --- C
• Management of CAM at the time of this Disclosure of Information is as
follows:
Board of Directors
Director : Nurhadijono
Board of Commissioners
Commissioner : Rocky Sarwono
e. Relationship and Nature of Affiliation
There is an affiliate relationship between the Company and CAM as follows:
▪ CAM is the majority shareholder and controller of the Company, owning 23,58%
of the shares of the total issued and fully paid-up capital in the Company; and
▪ Director of CAM also serves in several Subsidiaries of the Company as
Commissioners.
3. Explanation, considerations, and reasons for the Transaction, as well as the Transaction’s
impact of the Company’s financial condition.
The Transaction will confer benefits to the Company, namely the earlier repayment of the principal
loan amount before the maturity date, which will further strengthen the Company’s financial
position, by increasing the availability of cash funds resulting from the accelerated repayment of
the CAM Loan, which can be allocated for the development of the Company’s business and the
positive impact of the settlement of principal debt which entails that additional notes on interest
income should be discontinued, and this support cost optimization in line with applicable tax
regulations and legislation.
III. SUMMARY OF INDEPENDENT APPRAISER OPINION
To ensure the fairness of the Transaction the Company has appointed an Independent Appraiser as an
independent appraiser tasked with assessing the fairness of the Transaction.
The Independent Appraiser has provided a Fairness Opinion in their report No. 00042/2.0110-
00/BS/05/0113/1/IV/2024, dated April 23, 2024, to support the fairness of the Transaction, and has stated
the following key points:
KJPP ID&R is a public appraisal firm registered as a supporting profession in the capital market based on
the Business License from the Minister of Finance No. 1408/KM.1/2012 dated November 27, 2012. The
partners have met the professional education requirements specified and/or conducted by Government-
recognized Appraiser association with MAPPI No.: 03-S-01751 and License No.: STTD.PB-13/PJ-
1/PM.02/2023. ID&R has been appointed by the Company’s management as an independent appraiser in
accordance with the offer letter No. 018R2/III/FO/24/KJPPID&R dated March 21, 2024, to provide an
opinion on the fairness of the Transaction.
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The following is a summary of the Fairness Opinion Report of KJPP IR&R on the Transaction as outlined
in report No. 00042/2.0110-00/BS/05/0113/1/IV/2024, dated April 23, 2024, based on Financial Statements
of the Company dated December 31, 2023, with the summary as follows:
Parties to the Transaction
a) PT Cardig Aero Services Tbk (the “Company”)
b) PT Cardig Asset Management (“CAM”)
Transaction Object
Providing a fairness opinion for the Company regarding the plan to release all pledge of shares ownes by
CAM with the full repayment of CAM’s principal debt to the Company (hereinafter referred to as the
“Transaction Plan”).
Purpose of the Appraisal
The purpose of providing this fairness of opinion is to provide an opinion on whether the Transaction Plan
is fair and not detrimental to the Company or the Company’s shareholders, as regulated in POJK 17/2020
and POJK 42/2020. Furthermore, in analyzing the Transaction Plan, we consider both qualitative and
quantitative aspects as the impact on the Company and Shareholders, including the financial risk.
Assumptions and Limiting Conditions
a) This fairness opinion is prepared based on market and economic conditions, general business and
financial conditions, and Government regulations as of the date this Fairness Opinion is issued.
b) In preparing this Fairness Opinion, we also make other assumptions, such as the fulfillment of all
conditions and obligations of the Company and all parties involved in the Transaction Plan,
implementation according to the specified timeframe, and the accuracy of information regarding the
Transaction Plan disclosed by the Company’s management.
c) We also assumed that from the date of issuance of this Fairness Opinion until the date of the
Transaction Plan, no material changes will occur that affect the assumptions used in preparing the
Fairness Opinion.
Approach and Appraisal Method
1. Transaction Analysis
2. Qualitative Analysis
3. Quantitative Analysis
4. Fairness Value Analysis
Transaction Fairness Analysis
The following is a summary of fairness nalysis of the Transaction Plan:
1. Transaction Value Analysis
The plan to release all pledge of shares owned by CAM, totalling 252,898,430 shares or
IDR227,608,587,000 (at a closing market price of IDR900 per December 29, 2023), whereby upon
release of the pledge, CAM’s entire principal debt amounting to IDR236,393,198,216 will be settled to
the Company.
As stipulated in the Conditional Sale and Purchase Agreement dated March 15, 2024, the settlement
funds will originate from the sale of the Company’s shares owned by CAM to a thirtd party, PT Roket
Cipta Sentosa with payment to the Company’s bank account amounting to IDR177,350,735,264 and
US$3,829,947.
It can be observed that the transaction value of releasing all pledged shares is approximately 3.72%
lower than the Company’s receivable amount to be settled, thus the Transaction Plan will be beneficial
and have a positive impact on the Company’s future prospect, aligning with the Company’s
management plan and conviction regarding the Transaction Plan.
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2. The Overall Pro Forma Position of the Transaction Plan
The Fairness analysis of the overall Transaction Plan by comparing pro forma Financial Position and
Profit/Loss Settlement od the Company before and after the implementation of the Transaction Plan.
The Transaction Plan is consiered fair if the pro forma position shows positive value.
3. Incremental and Profitability Analysis
Analysis of incremental and profitability aspects of the overall Transaction Plan to access its ability to
generate better revenue and profit for the company by comparing the Company’s financial projections
(economic benefits potential) before and after the implementation of the Transaction Plan. Based on
the profitability analysis and incremental analysis of the overall Transaction Plan, it is evident that the
Transaction Plan to be carried out by the Company has promising prospects and a good level of
profitability.
Conclusion
Based on the qualitative and quantitative analysis of the Transaction Plan, the fairness analysis of the
transaction and relevant factors in providing the Fairness Opinion on the Company’s Transaction Plan,
we are of the opinion that the Transaction Plan proposed by the Company is fair.
IV. STATEMENT OF THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
The Board of Commissioners and Board of Directors stated that the Transaction does not contain any
Conflict of Interest as referred to in Regulation No.42/POJK.04/2020.
The information presented in this Disclosure of Information has been approved by the Board of
Comissioners and Board of Directors of the Company, and the Board of Directors responsible for the
accuracy of this information. Board of Commissioners and Board of Directors stated that all the material
information disclosed in this Disclosure of Information is true and accountable, and there are no other
information that has not been disclosed that could render the information presented in this Disclosure of
Information untrue or misleading.
V. ADDITIONAL INFORMATION
For further information regarding the Transaction, Shareholders of the Company may contact the
Corporate Secretary during the Company’s business hours, at the following address:
PT CARDIG AERO SERVICES TBK.
Menara Cardig 3rd floor,
Jl. Raya Halim Perdana Kusuma, Jakarta Timur
DKI Jakarta 13650
Attn: Corporate Secretary
Jakarta, April 26, 2024
Board of Directors
PT Cardig Aero Services Tbk.
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Financial Services Authority
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Ministry of Law and Human Rights
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KJPP Ihot Dollar
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KJPP ID
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Siti Pertiwi Henny Singgih
· Notaris
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Minister of Law and Human Rights
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Issued and Fully Paid-Up
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PT Dinamika Raya Swarma
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person
Mochamad Nova Faisal
· Notaris
p.5
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PT Rizki Daya Nusantara
p.5
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PT Cardig International
p.5
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PT Adji Utama Sari Karya
p.5
unresolved
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PT Karminda Tatha
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person
Rocky Sarwono
· Commissioner
p.6
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Minister of Finance
p.6
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