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20240423_GRPM_Rencana Transaksi Material Dengan Persetujuan RUPS_31628731_lamp5.pdf
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INFORMATION DISCLOSURE
IN ORDER TO COMPLY WITH FINANCIAL SERVICES AUTHORITY REGULATION
NO.17/POJK.04/2020 REGARDING MATERIAL TRANSACTIONS AND CHANGES IN
BUSINESS ACTIVITIES ("POJK 17/2020")
The Board of Commissioners and the Board of Directors of the Company, both individually
and collectively, are responsible for the completeness and accuracy of all information or
material facts contained in this Information Disclosure and emphasize that the information
stated is correct and there are no material facts that are not stated which may cause this
information to be misleading.
PT GRAHA PRIMA MENTARI Tbk
("Company")
Main Business Activities:
Engaged in carbonated beverage distribution business
Based in Cirebon Regency, Indonesia Head Office:
Graha Prima Indonesia Building
Jl. Tuparev No. 87 A.
Cirebon - West Java
Phone: +62-23 1233500
Website: www.grahaprimamentari.co.id
Email: corsec@grahaprimamentari.co.id
This Disclosure of Information is published in Cirebon on April 23, 2024
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I. INTRODUCTION
The information as contained in this Disclosure of Information is made in order to fulfill
the Company's obligation to announce the disclosure of information on material
transactions to be carried out by the Company, in connection with the purchase of 51.00%
(fifty one percent) of shares owned by Hendriyanto Liem in PT Tri Usaha Jaya ("TUJ")
with a total nominal value of Rp16,192,000,000.00 (sixteen billion one hundred ninety two
million Rupiah) or Rp1,000,000.00 (one million Rupiah) per share representing 51.00%
(fifty one percent) of the entire issued and paid-up capital of TUJ (“Transaction Plan”).
The Transaction Plan is set forth in a Share Sale and Purchase Agreement ("PPJB"),
between Hendriyanto Liem as the seller, and the Company as the buyer dated April 19,
2024.
The Board of Directors and the Board of Commissioners of the Company, either
individually or jointly state that the Proposed Transaction is a material transaction as
referred to in the Financial Services Authority Regulation Number 17 POJK 04 of 2020
("POJK 17/2020"), but is not an affiliated transaction and conflict of interest transaction
as referred to in the Financial Services Authority Regulation Number 42 POJK.04 of 2020
("POJK 42/2020").
In connection with the above Transaction Plan, in accordance with the provisions of the
applicable regulations, especially POJK 17/2020, the Board of Directors of the Company
hereby announces the disclosure of information with the intention of providing
explanations, considerations, and reasons for carrying out the Transaction Plan to the
shareholders of the Company as part of fulfilling the provisions of POJK 17/2020.
The Company has appointed KJPP Syarif, Endang and Partners as an independent
appraiser to provide an appraisal report and fairness opinion report on the Proposed
Transaction.
II. EXPLANATION, CONSIDERATION, AND REASON FOR THE TRANSACTION
PLAN AND THE EFFECT OF THE TRANSACTION PLAN ON THE
COMPANY’S FINANCIAL CONDITION
A. Explanation, Consideration and Reasons for the Proposed Transaction
This acquisition activity is part of the Company's business strategy to increase
corporate value and continue to focus on effective integration. The Company sees the
potential in TUJ, where TUJ's business activities are in accordance with the
Company's acquisition criteria and have the Company's future growth potential. TUJ
is a company engaged in the distributor sector that has been operating in several
regions in Java, so that with the implementation of this Transaction Plan, the Company
will be able to expand its business and increase profits and generate growth in the
Company's value.
B. Effect of Transaction on the Company's Financial Condition
With this takeover, it will strengthen the Company's finances by consolidating TUJ's
financial statements into the Company's financial statements, thereby increasing the
total assets, liabilities and income of the Company. Therefore, the value of the
Company will also increase.
Furthermore, the Company believes that the Transaction Plan does not have the
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potential to disrupt the Company's business sustainability.
III. DESCRIPTION OF TRANSACTION PLAN
A. Transaction Object
The object of the Transaction is 16,192 (sixteen thousand one hundred ninety-two)
shares or 51.00% (fifty-one percent) of the entire issued and fully paid-up capital in
TUJ, a limited liability company domiciled in Tegal Regency, owned by Hendriyanto Liem
("Acquired Shares").
The following is a description of the TUJ:
1. Brief History of TUJ
TUJ was established pursuant to the Deed of Establishment of Limited Liability
Company PT Tri Usaha Jaya No.23 dated September 28, 2021, drawn up before
Yudi Takarada, Notary in the City of Cirebon, which was approved by the Minister
of Law and Human Rights of the Republic of Indonesia by Decree No.AHU-
0061396.AH.01.01.Year 2021 dated October 1, 2021, and registered in the Register
of Companies No.AHU- 0169178.AH.01.11.Year 2021 dated October 1, 2021
("Deed of Establishment of TUJ").
The Articles of Association of TUJ have been amended several times, with the latest
amendment as set forth in the Deed of Resolution of Shareholders of PT Tri Usaha
Jaya No.80 dated March 14, 2024, made before Christina Dwi Utami, S.H., M.Hum.,
M.Kn., Notary in West Jakarta, which has been notified to the Minister of Law and
Human Rights of the Republic of Indonesia as received and recorded on March 18,
2024 with No.AHU-AH.01.03-0064246, and registered in the Company Register
No.AHU-0055502.AH.01.11.Tahun 2024 dated March 18, 2024 ("Deed 80/2024").
2. TUJ Address
TUJ is located at Jl. Raya II Tegal Slawi No.45, Lemahduwur Village, Adiwerna Sub-
district, Tegal Regency, Central Java.
3. TUJ Business Activities
TUJ is engaged in wholesale trading of laboratory equipment, pharmaceutical
equipment, medical devices for humans, other household goods and supplies,
milk and dairy products, cosmetics, other agricultural and livestock products food
and beverages, other large food and beverages.
4. Capital Structure and Shareholder Composition of TUJ
Based on the Deed of Resolution of the Shareholders of PT Tri Usaha Jaya No.225
dated January 30, 2024, made before Christina Dwi Utami, S.H., M.Hum., M.Kn.,
Notary in West Jakarta, which was approved by the Minister of Law and Human
Rights of the Republic of Indonesia based on Decree No.AHU-
0007112.AH.01.02.Year 2024 dated January 31, 2024, and registered in the
Company Register No.AHU-0023319.AH.01.11.Year 2024.
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dated January 31, 2024 in conjunction with Deed 80/2024, the capital structure and
shareholder composition of TUJ are as follows:
Nominal Value Rp1,000,000.00 per share
Description
Number of Shares Nominal Value (IDR) %
Authorized Capital 120,992 120,992,000,000
Shareholders:
-Hendriyanto Liem 31,044 31,044,000,000 97.78
-Gideon Rudiyanto Liem 704 704,000,000 2.22
Total Issued and Fully
Paid-upCapital 31,748 31,748,000,000 100
Shares in Portepel 0 0
5. Board of Directors
The composition of the Board of Directors and Board of Commissioners of TUJ at
the time of this disclosure of information is issued based on the Deed of
Establishment of TUJ is as follows:
Commissioner : Gideon Rudiyanto Liem
Director : Hendriyanto Liem
6. Financial Information
The table below sets out the summary of key financial data of TUJ: (i) as of
December 31 for the period ended 2022, which was audited by KAP Drs. Danny
Sughanda, an independent public accountant, based on Auditing Standards
established by the Indonesian Institute of Certified Public Accountants (IAPI) with
an unqualified opinion dated March 30, 2024, signed by Drs. Danny Sughanda
Suwitapradja, CPA; (ii) as of December 31, 2023, which was audited by KAP Anwar
dan Rekan, independent public accountants, based on the Auditing Standards
established by the Indonesian Institute of Certified Public Accountants (IAPI), with
an unqualified opinion dated April 2, 2024, signed by Andri Louw,CPA.
Statement of Financial Position
(Expressed in Rupiah)
December 31
2022 2023
Total Assets 24,353,785,292 72,699,097,223
Total Liabilities 19,083,850,074 40,880,819,298
Total Equity 5,269,935,218 31,818,277,925
Statement of Profit or Loss and Other Comprehensive Income
(Expressed in Rupiah)
December 31
2022 2023
Revenue 304,193791,123 331,001,100,161
Cost of Goods Sold (288,947,613,952) (306,401,527,073)
Gross Profit 15,246,177,171 24,599,573,088
Profit Before Income Tax 3,488,942,814 2,067,463,699
Profit for the period 2,701,266,034 1,603,710,227
Other Comprehensive Income 2,733,292,054 1,548,342,707
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7. Case
As of the issuance of this Disclosure of Information and supported by TUJ's
Statement Letter in its entirety dated April 23, 2024; TUJ is not involved in civil or
criminal cases in the district court, state administrative cases in the state
administrative court, disputes registered in the Indonesian National Arbitration
Board or other arbitration bodies both inside and outside the territory of theRepublic
of Indonesia, tax disputes in the Tax Court, bankruptcy and PKPU cases in the
commercial court, state administrative disputes in the State Administrative Court,
industrial relations disputes, disputes at the Consumer Dispute Settlement Body, is
not currently a reported party before the Business Competition Supervision
Commission of the Republic of Indonesia and TUJ is not involved in monopolistic
activities and/or unfair business competition, and there are no disputes or disputes
that have the potential to be submitted to the court and/or arbitration body or
subpoenas/claims that may arise and may have a material impact on TUJ and the
proposed Transaction.
B. Parties to the Proposed Transaction
Purchasing Party : Company
Selling Party : Hendriyanto Liem
C. Affiliate Relationship
There is no affiliation between the Company and the selling party, and the Transaction
Plan does not contain a conflict of interest as referred to in the Republic of Indonesia
Financial Services Authority Regulation No.42/POJK.04/2020 dated July 1, 2020
concerning Affiliated Transactions and Conflict of Interest Transactions.
D. Transaction Value
The transaction value of the acquisition of 51.00% (fifty one percent) of TUJ shares as
stipulated in the Share Sale and Purchase Agreement dated April 19, 2024 ("PPJB"),
is Rp16,250,000,000.00 (sixteen billion two hundred fifty million Rupiah).
Brief description of PPJB
1. Parties
- Company (Buyer)
- Hendriyanto Liem (Seller)
2. Sale and Purchase Binding
The Seller agrees, immediately upon fulfillment of all conditions referred to in the
PPJB, to sell and transfer to the Buyer, and the Buyer agrees to purchase and
accept delivery of the Sold Shares from the Seller together with all rights and
benefits attached thereto, free from all claims and warranties (the "Transaction").
The Seller and the Buyer agree that the Transaction will be carried out with a total
purchase price of the Sold Shares of Rp16,250,000,000.00 (sixteen billion two
hundred fifty million Rupiah) ("Transaction Price").
The Seller and the Buyer agree that for the implementation of the Transaction, the
Parties will make and sign a deed regulating the sale and purchase and transfer of
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the following rights to all of the Sold Shares before a notary ("Deed of Sale and
Purchase of Shares") no later than 1 (one) Business Day after the fulfillment of all
Preconditions ("Completion").
Payment of the Transaction Price will be made by way of deduction by the Seller
of the entire Deposit of Rp11,250,000,000.00 (eleven billion two hundred fifty million
Rupiah) that has been provided by the Buyer, and additional payment ofthe
Transaction Price that has not been covered by the Deposit. The deduction of the
Deposit is effective as of the time of making and signing the Deed of Sale and
Purchase of Shares, thus without the need for any other legal action (other than
making and signing the Deed of Sale and Purchase of Shares), the entire Deposit
becomes the property of the Seller.
3. Prerequisites
Implementation of the Settlement is conditional upon the fulfillment of all the
conditions below (the "Conditions"):
a. The due diligence on TUJ ("Due Diligence") and the assessment of the fair
value of the Sold Shares and the fairness of the Transaction conducted by the
capital market supporting professionals appointed by the Purchaser havebeen
completed with results satisfactory to the Purchaser and meet the requirements
set out in POJK 17/2020; and
b. The Buyer's extraordinary general meeting of shareholders has approved the
Transaction plan conducted with due observance of POJK 17/2020 ("Buyer's
GMS"); and
c. The extraordinary general meeting of shareholders of TUJ has approved the
Transaction plan, which was preceded by an announcement in thenewspapers
in accordance with the provisions of TUJ's articles of association and prevailing
laws and regulations.
Each Party will use its best efforts to fulfill or ensure the fulfillment of all conditions
precedent by June 30, 2024.
4. Applicable Law and Dispute Resolution
This PPJB is governed by, construed and interpreted in accordance with the laws
of the Republic of Indonesia.
The Parties agree that any difference, dispute, conflict or controversy ("Dispute")
arising out of or relating to this PPJB, the implementation agreement or its
execution, including but not limited to any dispute due to the existence, validity,
termination of the rights or obligations of either Party, the Parties will endeavor
within thirty (30) days after receiving notice from the other Party of the existence of
the Dispute to resolve the Dispute by deliberation between the Parties.
Any dispute related to this AGREEMENT between the Parties that cannot be
immediately resolved by agreement of both parties will be resolved through an
arbitration process at the Indonesian National Arbitration Board (BANI) by following
the procedures or provisions applicable at BANI.
In the PPJB there are no restrictions that are detrimental to the rights of the Company's
public shareholders.
Pursuant to the Credit Agreement entered into by TUJ with TUJ's banking creditor, PT
Bank Maybank Indonesia Tbk ("Maybank"), the Proposed Transaction must obtain prior
approval from Maybank. In this regard, TUJ has received approval from Maybank by
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letter No.S.2024.107/Dir-CFS Business Banking - Reg Jabar - Bandung dated March 4,
2024.
The Proposed Transaction is a Material Transaction for the Company because:
a. the percentage of the transaction value divided by the Company's total equity
based on the Company's financial statements as of December 31, 2023, namely
Rp 70,575,289,164 is 23% (twenty-three percent), thus exceeding 20% (fifty
percent) of the Company's equity, as referred to in POJK 17/2020; and
b. the comparison of Total Assets and Business Income between the Company and
TUJ exceeds 50%.
Analysis of Material Transactions in this Transaction Plan is presented in the following
table:
Transaction Percentage Value
Description PT GRPM (Rp) PT TUJ (Rp) value Limitation Analysis Result
(%)
Material (Rp) (%)
Total Equity 70,575,289,164 31,818,277,925 16,250,000,000 23% 20% Including Material Transactions
Including Material Transactions that require
Total Assets 73,484,014,157 72,699,097,223 - 99% 50%
AGM
Net Profit 4,460,457,931 1,548,342,707 - 35% 50% Including Material Transactions
Including Material Transactions that require
Business Income 306,181,596,395 331,001,100,161 - 108% 50%
AGM
Accordingly, referring to POJK 17/2020, the Transaction Plan is a Material Transaction
which required to obtain approval from the Company's General Meeting of Shareholders
("EGMS").
IV. DESCRIPTION OF THE PARTIES TO THE TRANSACTION
TRANSACTION PLAN
A. Company as Buyer
1. Brief History of the Company
The Company was established under the name of PT Graha Prima Mentari based
on the Deed of Establishment of Limited Liability Company PT Graha PrimaMentari
No.156 dated April 27, 2007, made before Suhartono Hakim Djajadiputra, S.H.,
Notary in Cirebon, which was approved by the Minister of Law and Human Rights
of the Republic of Indonesia with Decree No.W8-01496.HT.01.01-TH.2007 dated
May 29, 2007, registered in the Company Register No. 101615201347dated
June 7, 2007 and the Company Register in accordance with Law No. 3 of 1982
concerning Compulsory Company Registration under No. 101615201347 dated
June 7, 2007 at the Cirebon City Company Registration Office, and announced in
the State Gazette of the Republic of Indonesia No. 52 dated June 29, 2007,
Supplement No. 6464.
The Company's Articles of Association in force on the date of this Disclosure of
Information are based on:
a. Deed of Resolution of the Shareholders of PT Graha Prima Mentari Limited
Liability Company No.59 dated March 8, 2023, made before Christina Dwi
Utami S.H., M.Hum., M.Kn., Notary in West Jakarta Administrative City, which
was approved by the Minister of Law and Human Rights of the Republic of
Indonesia with Decree No.AHU-0014354.AH.01.02.Year 2023 dated March 8,
2023.
March 7, 2023 and notified to the Minister of Law and Human Rights of the
Republic of Indonesia as received and recorded on March 7, 2023 with
No.AHU-AH.01.03-0035957, and registered in the Company Register No.AHU-
0046851.AH.01.11.Tahun 2023 dated March 7, 2023 ("Deed 59/2023"); and
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b. Deed of Resolution of the Shareholders of PT Graha Prima Mentari No.154
dated December 14, 2023, made before Christina Dwi Utami S.H., M.Hum.,
M.Kn., Notary in West Jakarta Administrative City, which has been notified to
the Minister of Law and Human Rights of the Republic of Indonesia as received
and recorded on December 18, 2023 with No.AHU-AH.01.03- 0157987 and
registered in the Company Register No.AHU- 0255942.AH.01.11.Year 2023
dated December 18, 2023 ("Deed of Capital Affirmation");
2. Business Activities of the Company
The Company's business activities that are currently being carried out are engaged
in the carbonated beverage distribution business.
3. Capital Structure and Shareholding of the Company
The latest capital structure and composition of the Company's holders as of the date
of this Disclosure of Information is based on Deed 59/2023 and Deed of Capital
Affirmation juncto Register of Shareholders of the Company issued on March 5, 2024
and Letter No.OPR-0732/AJK/032024 dated March 27, 2024 by PT Adimitra Jasa
Korpora (regarding the exercise of warrants), as follows:
Nilai Nominal Rp25,00 per saham
Keterangan
Jumlah Saham Nilai Nominal (Rp) %
Authorized Capital 4,944,000,000 123.600.000.000
Shareholders:
- Rudy Susanto Wijaya 865,200,000 21,630,000,000 56.00
- Agus Susanto 381,585,900 9,539,647,500 24.70
- Public 298,215,274 7,455,381,850 19.30
Total Capital
Issued and Fully
Paid 1,545,001,174 38,625,029,350 100
Shares in portfolio 3,398,998,826 84,974,970,650
4. Management and Supervision of the Company
Based on the Deed of Resolution of the Shareholders of PT Graha Prima Mentari
Limited Liability Company No.59 dated March 8, 2023, made before Christina Dwi
Utami S.H., M.Hum., M.Kn., Notary in the Administrative City of West Jakarta, which
has been notified to the Minister of Law and Human Rights of the Republic of
Indonesia as received and recorded on March 8, 2023 with No. AHU-AH.01..09-
0098328, and registered in the Company Register AHU-0047760.AH.01.11.Tahun
2023 dated March 8, 2023, the composition of the Company's Board of Directors
and Board of Commissioners as of the date of this Disclosure of Information for a
term of office of 5 (years) until 2028, are as follows:
Board of Commissioners
President Commissioner : Rudy Susanto Wijaya
Independent Commissioner : Theo Lekatompessy
Directors
President Director : Agus Susanto
Director : Lili Solihah
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5. Summary of Key Financial Data
The table below sets forth the summary of the Company's key financial data as of
December 31 for the periods ended 2021, 2022 and 2023, audited by KAP Anwar
dan Rekan, independent public accountants, based on Auditing Standards
established by the Indonesian Institute of Certified Public Accountants (IAPI), with
an unmodified opinion dated March 13, 2024 signed by Andri Louw, CPA.
Statement of Financial Position
(Expressed in Rupiah)
December 31
2022 2023
Total Assets 50,208,565,995 73,484,014,157
Total Liabilities 19,273,734,762 2,908,724,993
Total Equity 30,934,831,233 70,575,289,164
Statement of Profit or Loss and Other Comprehensive Income
(Expressed in Rupiah)
December 31
2022 2023
Sales 325,984,796.778 306,181,596,395
Cost of Goods Sold (302,766,907,997) (277,699,145,608)
Gross Profit 23,217,888,781 28,482,450,787
Profit Before Income Tax 2,960,825,740 5,859,182,248
Profit for the period 2,264,537,620 4,443,763,591
Other Comprehensive Income 2,805,574,480 4,460,457,931
B. Hendriyanto Liem as Seller
Hendriyanto Liem was born in Cirebon on September 22, 1992, Indonesian citizen,
private citizen, residing in Cirebon City, Jalan Pagongan number 45-49, Neighborhood
Association 004, Community Association 008, Pekalangan Village, Pekalipan District.
V. STRUCTURE BEFORE AND AFTER TRANSACTION
A. Before Transaction
Ownership Structure of PT Graha Prima Mentari Tbk
Rudy Susanto
Agus Susanto Public
Wijaya
56.00% 24.70% 19.30%
PT Graha Prima
Mentari Tbk
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Ownership Structure of PT Tri Usaha Jaya
Hendriyanto Gideon
Liem Rudiyanto Liem
97.78% 2.22%
PT Tri Usaha Jaya
B. After Transaction
Ownership Structure of PT Graha Prima Mentari Tbk
Rudy Susanto
Agus Susanto Public
Wijaya
56.00% 24.70% 19.30%
Hendriyanto PT Graha Prima Gideon
Liem Mentari Tbk Rudiyanto Liem
46.78% 51.00% 2.22%
PT Tri Usaha Jaya
VI. INDEPENDENT PARTIES INVOLVED IN THE PROPOSED TRANSACTION
The Company has appointed KJPP Syarif, Endang and Partners as an independent
appraiser to conduct a share valuation of TUJ and also provide a fairness opinion on the
Proposed Transaction. The independent appraisers stated that they have no affiliation
either directly or indirectly with the Company based on the Capital Market Law.
The following is a summary of the share valuation report on TUJ as outlined in report No.
00017/2.0113-03/BS/05/0340/1/IV/2024 dated April 3, 2024:
1. Party identity
The parties involved in this transaction plan are the Company and TUJ.
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2. Object of assessment
The object of valuation is the transaction plan, which is 51% of TUJ shares.
3. Assessment objectives
The purpose of the Valuation of TUJ shares is to provide an opinion on the fair market
value as of December 31, 2023 of 51% of TUJ shares, expressed inRupiah,
which will be used by the Company in relation to the share acquisition plan.
4. Assumptions and boundary conditions
In this appraisal there are several assumptions and limiting conditions that the
Appraiser uses in connection with the conclusion of value, including:
- The Appraisal Report that the appraiser produces is a non-disclaimer opinion;
- The appraiser has reviewed the documents used in the Appraisal process;
- The data and information obtained comes from external and internal source that
the Appraiser believes can be trusted for accuracy;
- The appraiser uses adjusted financial projections that reflect the
reasonableness of the financial projections made by management with the
ability to achieve them (fiduciary duty);
- The Appraiser is responsible for the conduct of the Appraisal and the
reasonableness of the adjusted financial projections;
- The appraiser produces an Appraisal Report that is open to the public, unless
there is confidential information that can affect the company's operations;
- The appraiser is responsible for the Appraisal Report and Value conclusion; and
- The appraiser has obtained information on the legal status of the object of
appraisal from the assignor.
5. Assessment approach and method
The Appraiser used two Approaches in the Valuation of TUJ Shares. The approaches
used by the Appraiser in determining the Market Value of 51.00% TUJ Shares are the
Income Approach using the Discounted Cash Flow ("DCF") methodand the Market
Approach using the Guideline Publicly Traded Company Method (GPTC).
6. Value conclusion.
This appraisal was conducted in accordance with the Indonesian Code of Ethics for
Appraisal, the Indonesian Appraisal Standards of the Indonesian Society of
Appraisers (MAPPI), and OJK Regulation No. 35/POJK.04/2020. The appraiser uses
common approaches and methods in conducting studies and analyzing various
relevant data and information, with a limiting condition that fundamentally the
assumptions underlying the appraisal studies and analysis are met.
Through various considerations of objectivity and reasonableness of a value, the
Appraiser is of the opinion that the Stock Market Value of 51.00% TUJ shares as of
December 31, 2023 is:
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IDR 16,432,000,000,-
(Sixteen Billion Four Hundred Thirty Two Million Rupiah)
The appraised value is the result of the calculation of the Income Approach using the
Discounted Cash Flow ("DCF") method and the Market Approach using the Guideline
Publicly Traded Company Method (GPTC).
The method considers all components related to and affecting the value, so that
according to the Appraiser the resulting value is the closest reasonable value to the
market price of the Shares.
VII. SUMMARY OF INDEPENDENT PARTY OPINION
The following is a summary of the fairness opinion on the Company's Transaction Plan
as outlined in report No. 00017/2.0113-03/BS/05/0340/1/IV/2024 dated April 3, 2024:
1. Identity of the parties involved
The parties involved in this transaction plan are the Company and Hendriyanto Liem.
2. Object of fairness opinion
The object of the fairness opinion is the transaction plan for the acquisition of 51.00%
of TUJ share ownership by GRPM.
3. Purpose of providing a fairness opinion
The purpose of providing a fairness opinion on the value of TUJ shares is to
comply with the Financial Services Authority Regulation Number 17/POJK.04/2020
concerning Material Transactions and Changes in Business Activities.
4. Assumptions and boundary conditions
In preparing this fairness opinion, there are several assumptions and limiting
conditions that the Appraiser uses in connection with the conclusion of the fairness
opinion, including:
- The Appraisal Report that the appraiser produces is a non-disclaimer opinion;
- The appraiser has reviewed the documents used in providing the fairness
opinion;
- The data and information obtained comes from external and internal sources
that the Appraiser believes can be trusted for accuracy;
- The appraiser uses adjusted financial projections that reflect the
reasonableness of the financial projections made by management with the
ability to achieve them (fiduciary duty);
- The Appraiser is responsible for the conduct of the Appraisal and the
reasonableness of the adjusted financial projections;
- The appraiser produces an Appraisal Report that is open to the public, unless
there is confidential information that may affect the operations of the appraiser
Company;
- The appraiser is responsible for the Fairness Opinion Report and the resulting
conclusions; and
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- The appraiser has obtained information on the legal status of the Fairness
Opinion object from the assignor.
5. Assessment approach and method
The Appraiser uses four Approaches in the Provision of Fairness Opinion on the
Transaction Plan for the acquisition of TUJ shares by the Company. The approaches
and methods used are:
a. Transaction analysis
i) Parties involved in the Proposed Transaction
• PT Graha Prima Mentari Tbk as the buyer;
• Mr. Hendriyanto Liem as the seller.
ii) Relationship between the Parties to the Transaction
Referring to the Financial Services Authority Regulation Number
42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest,
this Transaction is not an affiliated transaction. It is concluded that the share
ownership of Mr. Hendriyanto Liem as the seller who ownsshares in the
Company amounting to 5.23% is not included as a major shareholder of the
Company.
iii) Transaction Value Materiality
Referring to the Company's Audited financial statements as of December 31,
2023, the Company's total equity is Rp70,575,289,164 (Seventy Billion Five
Hundred Seventyfive Million Two Hundred Eightynine Thousand One
Hundred SixtyFour Rupiah). Furthermore, based on the Share Sale and
Purchase Agreement dated April 19, 2024, it is known that the value of the
Proposed Transaction is Rp16,250,000,000,- (Sixteen Billion Two Hundred
Fifty Million Rupiah). Thus, the percentage of transaction value to equity is
23%.
Based on the Financial Services Authority Regulation Number
17/POJK.04/2020 concerning Material Transactions and Changes in
Business Activities, a Transaction is categorized as a material transaction if
the transaction value is equal to 20% or more of the equity of a public
company, on that basis this Transaction Plan is a Material Transaction.
iv) Benefits and Risks of the Transaction
The benefits of the Transaction that will be carried out include:
a) Product Diversification
Provides access to new products or additional product lines. Diversifying
the product portfolio can also help Company reduce the risk of
depending on a particular product or market sector.
b) Access to Additional Resources
Gain access to additional resources such as technology, quality human
resources, or relationships with established customers.
c) Strengthening Market Position
Strengthen their position in the industry or strengthen their position in the
supply chain. This can help Company to be more competitive and
provide strategic advantages in the long run.
13
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d) Operational Efficiency
Potential to achieve operational efficiencies, including reducing costs,
improving operational scalability, and leveraging synergies between
infrastructure and resources.
There is no material risk on the Transaction Plan to be carried out, the risk of
not reaching an agreement and or not being implemented according to the
Transaction Plan schedule can be prevented by internal procedures and
applicable legal provisions.
b. Qualitative and quantitative analysis of the transaction plan;
i) Qualitative analysis
Based on the reasons for the transaction, the qualitative benefits of the
Company making acquisitions are the potential to expand its market share
and strengthen its competitive position in the industry. Through acquisitions,
the Company can gain access to new market segments, expandgeographical
reach, or increase market penetration through existing infrastructure. In
addition, acquisitions can create synergies between the Company and TUJ,
improve operational efficiency, and provide opportunities for various
resources and skills.
The qualitative loss of this transaction is if the planned projections are not
achieved, so that the planned target is not achieved which results in a
decrease in the Company's performance and the Company is considered to
have failed to develop its investment in TUJ which may negatively affect the
Company's credibility with stakeholders.
ii) Quantitative analysis
Based on the results of the incremental analysis, it is estimated that the value
added to profit for the year will be Rp2.57 billion in 2024, 2.88 billionin 2025,
3.17 billion in 2026, 3.50 billion in 2027, and
3.85 billion in 2028.
In terms of assets, it is estimated that the added value of assets will amount
to Rp58.63 billion in 2024 and continue to increase until it reaches Rp83.41
billion in 2028. In terms of equity, it is estimated that the added value of equity
will amount to Rp18.16 billion in 2024 and continue to increase until itreaches
Rp31.53 billion in 2028.
In terms of cash flow, there is an increase in accumulated cash flow of
Rp11.37 billion at the end of the 2028 projection with the Transaction Plan.
c. Analysis of the reasonableness of the transaction value
With the value of the Proposed Transaction of Rp16,250,000,000.00 (Sixteen
Billion Two Hundred Fifty Million Rupiah) and Market Value of
Rp16,432,000,000.00 (Sixteen Billion Four Hundred Thirtytwo Million Rupiah),
the value of the Proposed Transaction is lower by 1.11% of the Market Value
and is still within the reasonable range.
d. Analysis of other relevant factors.
Pursuant to the Credit Agreement entered into by TUJ with TUJ's banking
creditor PT Bank Maybank Indonesia Tbk ("Maybank"), the Proposed
Transaction
14
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must obtain prior approval from Maybank. In this regard, TUJ has received
approval from Maybank with letter No.S.2024.107/Dir-CFS Business Banking-
Reg Jabar-Bandung dated March 4, 2024.
6. Events after the valuation date
In the preparation of the Fairness Opinion on the transaction plan for the acquisition
of 51.00% ownership of TUJ shares by the Company, there are important events
that are known or need to be known after the valuation date until the valuation report
date, namely:
a. Change in capital due to stock dividend
Based on the Deed of Resolution of the Shareholders of TUJ No. 80 dated March
14, 2024 drawn up by Notary Christina Dwi Utami, S.H., M.Hum., M.Kn.,TUJ has
declared stock dividends issued from the capitalization of part of the retained
earnings of TUJ until the financial year ended December 31, 2023 in the amount
of Rp1,500,000,000, which were distributed and allocated proportionally in
accordance with the percentage of share ownership. Due to this, there was a
change in the share capital of TUJ as follows:
Number of Total
No Shareholder Name Ownership
shares (Rp,000)
1 Hendriyanto Liem 31,044 97.78% 31,044,000
2 Gideon Rudiyanto Liem 704 2.22% 704,000
Total 31,748 100% 31,748,000
Source: Deed of TUJ NO.80 Dated March 14, 2024
b. Impact on Equity TUJ
Despite the increase in share capital, TUJ's total equity after the capital increase
from stock dividends remains the same value as the total equity as of the
valuation date of December 31, 2023. The following is a breakdown ofTUJ's
equity before and after the capital increase:
Equity on
Capitalization Equity net of
Description December 31,
of RE capitalization
2023 (Rp,000)
Share Capital 30,248,000 1,500,000 31,748,000
Retained earnings 1,570,278 (1,500,000) 70,278
Total Equity 31,818,278 - 31,818,278
c. Impact on Value 51.00% Shareholding
The change in the share capital of TUJ has no impact on the results of the
valuation of TUJ shares as of December 31, 2023 No. 00017/2.0113-
03/BS/05/0340/1/IV/2024, dated April 3, 2024 issued by KJPP Syarif, Endang &
Rekan, with a Market Value of 51.00% of TUJ Shares amounting to
Rp16,432,000,000 (Sixteen Billion Four Hundred Thirtytwo Million Rupiah).
7. Fairness opinion conclusion
The provision of this Fairness Opinion is carried out in order to comply with the
Financial Services Authority Regulation Number 17/POJK 04/2020 concerning
Material Transactions and Changes in Business Activities and in accordance with
the Indonesian Valuation Code of Ethics, Indonesian Valuation Standards from the
Indonesian Appraisal Professional Society (MAPPI) and Financial Services Authority
Regulation Number 35/POJK 04/2020.
15
Page 16
The appraiser uses common approaches and methods in conducting the review and
analysis of various relevant data and information, with a limiting condition that the
fundamental assumptions underlying the review and analysis of the appraisal are
met.
Through the analysis conducted on the Fairness of the Transaction Plan which
includes transaction analysis, qualitative analysis and quantitative analysis of the
Transaction Plan, analysis of the fairness of the transaction value and analysis of
other relevant factors, we are of the opinion that the Transaction Plan to acquire
51.00% share ownership in TUJ by the Company is Fair.
.
16
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VIII. IMPACT OF THE PROPOSED TRANSACTION ON FINANCIAL CONDITION
COMPANY (PRO FORMA)
The following is the Company's financial proforma before and after the transaction:
PT Graha Prima Mentari Tbk
Proforma Consolidated Financial Statements
December 31, 2023
(Expressed in Rupiah, unless otherwise stated)
Historical PT Tri
Historical Usaha Jaya (a Adjustments
PT Graha wholly owned and
Prima entity) Eliminations Proforma
Mentari Tbk Acquired) Proforma Balance
ASSETS
CURRENT ASSETS
Cash and bank 37,320,044,072 4,464,220,669 (5,000,000,000) 36,784,264,741
Time deposits 3,000,000,000 - - 3,000,000,000
Trade receivables - net 10,884,924,170 25,412,118,238 - 36,297,042,408
Other receivables 5,821,500 17,333,193,258 - 17,339,014,758
Supplies 6,750,407,005 21,412,863,505 - 28,163,270,510
Prepaid tax - 646,148,470 - 646,148,470
Advances and prepaid
expenses 2,481,075,370 1,023,635,237 - 3,504,710,607
Other current assets 11,250,000,000 - (11,250,000,000) -
Total Current Assets 71,692,272,117 70,292,179,377 (16,250,000,000) 125,734,451,494
NON-CURRENT ASSETS
Deferred tax assets 326,391,963 247,892,848 - 574,284,811
Fixed assets - net 1,465,350,077 2,159,024,998 - 3,624,375,075
Goodwill - - 22,157,108 22,157,108
Total Non-Current Assets 1,791,742,040 2,406,917,846 22,157,108 4,220,816,994
TOTAL ASSETS 73,484,014,157 72,699,097,223 (16,227,842,892) 129,955,268,488
LIABILITIES AND
EQUITY
LONG-TERM LIABILITIES
SHORT
Accounts payable - 37,983,962,071 - 37,983,962,071
Other payables - 1,356,477,930 - 1,356,477,930
Tax payable 1,389,251,993 23,890,297 - 1,413,142,290
Accrual expenses 83,500,000 - - 83,500,000
Bank debt - 429.000.000 - 429,000,000
Total Current Liabilities
Short 1,472,751.993 39,793,330,298 - 41,266,082,291
LONG-TERM LIABILITIES
LONG
Employee benefit liabilities 1,435,973.000 1,087,489,000 2,523,462,000
Total Current Liabilities
Long 1,435,973,000 1,087,489,000 - 2,523,462,000
TOTAL LIABILITIES 2,908,724,993 40,880,819,298 - 43,789,544,291
17
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PT Graha Prima Mentari Tbk
Proforma Consolidated Financial Statements
December 31, 2023
(Expressed in Rupiah, unless otherwise stated)
Historical PT Tri
Historical Usaha Jaya (a Adjustments
PT Graha wholly owned and
Prima entity) Eliminations Proforma
Mentari Tbk Acquired) Proforma Balance
Equity that can be
Attributable to
Owner of the Parent Entity
Share capital 38,625,000,000 30,248,000,000 (30,248,000,000) 36,784,264,741
Additional paid-in capital 27,455,000,000 - - 3,000,000,000
Income
Other comprehensive 36,297,042,408
Balance of profit (loss) 17,339,014,758
Beginning profit balance 34,831,233 21,935,216 (21,935,216) 34,831,233
Retained earnings for
the year 4,460,457,931 1,548,342,709 (1,548,342,707) 4,460,457,933
walk
Sub-total 70,575,289,164 31,818,277,925 (31,818,277,923) 70,575,289,166
Interests
non-controlling - - 15,590,435,031 15,590,435,031
TOTAL EQUITY 70,575,289,164 31,818,277,923 (16,227,321,740) 86,165,724,197
TOTAL LIABILITIES
AND EQUITY 73,484,014,157 72,699,097,223 (16,227,321,740) 129,955,268,488
18
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PT Graha Prima Mentari Tbk
Pro Forma Consolidated Statements of Profit or Loss and Other
Comprehensive Income
December 31, 2023
(Expressed in Rupiah, unless otherwise stated)
Historical PT Tri
Usaha Jaya (a Adjustments
Historical PT wholly owned and
Graha Prima entity) Eliminations Pro forma
Mentari Tbk Acquired) Proforma balance
NET SALES 306,181,596,395 331,001,100,161 - 637,182,696,556
COST OF
SALES (277,699,145,608) (306,401,527,073) - (584,100,672,681)
GROSS PROFIT 28,482,450,787 24,599,573,088 - 53,082,023,875
Selling expenses (3,768,186,609) - - (3,768,186,609)
General expenses
and (19,350,301,228) (22,297,019,097) - (41,647,320,325)
administration
Other operating expenses
- net (60,756,879) 256,189,490 - 195,432,611
OPERATING PROFIT 5,303,206,071 2,558,743,481 - 7,861,949,552
Financial Income 716,570,798 40,673,707 - 574,284,811
Finance Costs (160,594,621) (531,953,489) - 3,624,375,075
PROFIT BEFORE TAX
INCOME 5,859,182,248 2,067,463,699 - 7,926,645,947
Income tax (1,415,418,657) (463,753,472) - (1,879,172,129)
NET PROFIT FOR THE
PERIOD
RUNNING BEFORE
IMPACT
ADJUSTMENT
PROFORMA 4,443,763,591 1,603,710,227 - 6,047,473,818
Merger adjustment
entity - - (817,918,483) (817,918,483)
NET PROFIT FOR THE YEAR
RUNNING AFTER
IMPACT
ADJUSTMENT
PROFORMA 4,443,763,591 1,603,710,227 (817,918,483) 5,229,555,335
INCOME
OTHER 16,694,340 (55,367,520) - (38,673,180)
COMPREHENSIVE
COMPREHENSIVE INCOME
RUNNING AFTER
IMPACT
ADJUSTMENT
PROFORMA 4,460,457,931 1,548,342,707 (817,918,483) 5,190,882,155
Merger adjustment
entity - - 28,238,342 28,238,342
NET PROFIT
COMPREHENSIVE
CURRENT PERIOD
AFTER IMPACT
ADJUSTMENT
PROFORMA 4,460,457,931 1,548,342,707 (789,680,141) 5,219,120,497
Non-controlling
interest - - (758,662,566) (758,662,566)
NET PROFIT
COMPREHENSIVE
CURRENT PERIOD
AFTER IMPACT
ADJUSTMENT
PROFORMA AND
MERGING ENTITY 4,460,457,931 1,548,342,707 (1,548,342,707) 4,460,457,931
19
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Names mentioned 31 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×9
unresolved
org
PT Tri Usaha Jaya
p.2 ×5
unresolved
org
KJPP Syarif
p.2 ×3
unresolved
person
Yudi Takarada
· Notaris
p.3
unresolved
org
Minister of Law
p.3
unresolved
org
Minister of Law and Human Rights
p.3 ×6
unresolved
person
Drs. Danny Sughanda Suwitapradja
p.4 ×3
unresolved
org
Anwar dan Rekan
p.4 ×2
unresolved
org
Anwar
p.4 ×2
unresolved
person
Andri Louw
p.4 ×2
unresolved
org
PT GRPM
p.7
unresolved
org
PT TUJ
p.7
unresolved
org
PT Graha PrimaMentari
p.7
unresolved
person
Suhartono Hakim Djajadiputra
· Notaris
p.7
unresolved
org
PT Graha Prima Mentari Limited Liability
p.7 ×2
unresolved
org
PT Adimitra Jasa Korpora
p.8
unresolved
org
PT Tri Usaha Jaya Hendriyanto
p.10
unresolved
org
PT Tri Usaha Jaya B. After Transaction Ownership
p.10
unresolved
org
Mentari Tbk
p.10 ×4
unresolved
org
PT Tri Usaha Jaya VI. INDEPENDENT PARTIES INVOLVED
p.10
unresolved
person
Notary Christina Dwi Utami
· Notaris
p.15 ×10
unresolved
org
Endang & Rekan
p.15
unresolved
org
PT Tri Historical
p.17 ×2
unresolved
org
PT Graha
p.17 ×2
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
4362 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}