Back to announcement
20240422_HERO_Informasi Transaksi Afiliasi_31627894_lamp2.pdf
Asset transaction Needs review HEROSource file signed link, expires in 15 minutes
Extracted text 14
Page 1
DISCLOSURE OF INFORMATION FOR THE PUBLIC IN RELATION TO AFFILIATED PARTY
TRANSACTION OF PT HERO SUPERMARKET TBK
THIS DISCLOSURE OF INFORMATION FOR THE PUBLIC (“DISCLOSURE OF INFORMATION”) IS
PROVIDED IN COMPLIANCE WITH: (A) INDONESIAN FINANCIAL SERVICES AUTHORITY (OTORITAS
JASA KEUANGAN – "OJK") REGULATION NO. 42/POJK.04/2020 ON AFFILIATED PARTY
TRANSACTIONS AND CONFLICT OF INTEREST TRANSACTIONS ("OJK RULE 42/2020"), AND (B)
OJK REGULATION NO. 31/POJK.04/2015 ON DISCLOSURE OF MATERIAL INFORMATION OR FACTS
BY ISSUERS OR PUBLIC COMPANIES ("OJK RULE 31/2015").
PT HERO SUPERMARKET Tbk
(“COMPANY")
Based in South Tangerang
Business fields:
Engaged in supermarket and other retail businesses.
Store Support Centre (Head Office):
Graha Hero, CBD Bintaro Jaya Sektor 7 Blok B7/A7
Pondok Jaya, Pondok Aren, South Tangerang,
Banten 15220, Indonesia
Telephone: (021) 8378 8388
Official Website: www.hero.co.id
This Disclosure of Information is made in compliance with the Company's obligation to announce information to
the public regarding an affiliated party transaction conducted by the Company (as referred to in Law No. 8 of
1995 on Capital Market (as amended) ("Capital Market Law") and OJK Rule 42/2020).
This Disclosure of Information contains information on a proposed transaction to transfer the Company's Hero
Supermarket retail business (“HS Business Segment”) to its affiliate, PT Hero Retail Nusantara ("HRN"). The
Company and HRN executed the Conditional Sale and Purchase Agreement on April 19th, 2024 (“CSPA”)
("Transaction"), with the details and value of the Transaction as described in this Disclosure of Information.
The Transaction:
1. is an affiliated party transaction as referred to in Article 1 paragraph (3) of OJK Rule 42/2020 because
Mr. Ipung Kurnia who is the President Commissioner of the Company is concurrently also the Director
of HRN.
2. is not a:
a) Conflict of Interest Transaction as referred to in OJK Rule 42/2020; and
b) Material Transaction for the Company as referred to in OJK Rule No. 17/POJK.04/2020 on
Material Transactions and Changes in Business Activities ("OJK Rule 17/2020"), because the
Transaction value is below 20% of the Company's equity and the total asset, net profit and revenue
of HS Business Segment is below 20% of the Company's total asset, net profit and revenue
respectively.
1
Page 2
3. constitutes material information or facts that may affect the securities trading price of the Company
on the Indonesia Stock Exchange ("IDX") or the investment decision of investors, potential investors
or any other parties that may have interest on such information or facts, as referred to in Article 1 of OJK
Rule 31/2015.
In conclusion, to carry out the Transaction, the Company is not required to obtain the approval of a General
Meeting of Shareholders ("GMS"). Nevertheless, in accordance with Article 4 Paragraph 1 of OJK Rule
42/2020, the Company must: (i) appoint an appraiser to determine the fair value and/or the fairness of the
Transaction and (ii) announce the Disclosure of Information to the public regarding the Transaction and submit
the Disclosure of Information and its supporting documents to the OJK no later than 2 (two) business days
after the Transaction.
If you have difficulty understanding this Disclosure of Information or are in doubt about making a decision, you
should consult with an investment adviser or other professional adviser.
This Disclosure of Information is published on April 22nd, 2024
FOREWORD
This Disclosure of Information is made to comply with the provisions of OJK Rule 42/2020 and OJK Rule
31/2015.
I. BRIEF DESCRIPTION OF PARTIES IN THE TRANSACTION
A. Brief Description of the Company
1. Brief History of the Company
PT Hero Supermarket Tbk was established in Jakarta based on the Notary Deed of Djojo Mulyadi, S.H.,
No. 19 dated July 5th, 1971 under the name PT Hero-Mini Supermarket. The Deed of Establishment of
the Company was approved by the Minister of Justice, Director of the Directorate of Civil Affairs for the
Head of the Legal Entity Service, from the Register of the Minister of Justice No. J.A. 5/169/11 dated
August 5th, 1972.
The Company’s articles of association have been amended from time to time. The latest amendment
was in relation to the amendment of Article 3 of the Company's articles of association on the Purpose
and Objectives regarding the addition of Indonesia Standard Industrial Classification (KBLI) 86105
Private Clinic Activities, 86901 Health Care Activities Performed by Health Professionals Other Than
Doctors and Dentists, 86903 Health Support Services Activities and 52108 Warehouse Receipt System
Warehouse Manager as supporting business activities to support the main business activities of the
Company's business unit, namely Guardian Health and Beauty in the future, which were effected by
Notary Deed on Statement of Resolutions of the Extraordinary General Meeting of Shareholders No. 22
dated 7 December 2023 made before Mala Mukti S.H., LL.M and has been approved by the Minister of
Law and Human Rights of the Republic of Indonesia with Letter No. AHU-0077962.AH.01.02.TAHUN
2023 and has been registered in the Company Register No. AHU-0252146.AH.01.11.TAHUN 2023
dated December 13th, 2023.
The Company firstly listed its shares on the Indonesia Stock Exchange through an Initial Public Offering
held in 1989 under share code "HERO".
2
Page 3
2. Capital and Shareholding Composition
The Company's capital structure as of the date of this Disclosure of Information is as follows:
Information Number of Nominal Value Total Nominal Value (Rp)
Shares per
Shares (Rp)
Authorized Capital 9,000,000,000 50 450,000,000,000
Issued and Paid-Up 4,183,634,000 50 209,181,700,000
Capital
The Company's shareholders composition, based on the Shareholders Register issued by the
Company's Share Registrar (Biro Administrasi Efek (BAE)), PT EDI Indonesia, as of March 31st, 2024,
is as follows:
No. Shareholders Number of Shares %
1 Mulgrave Corporation B.V. 2,660,194,960 63.59
2 The Dairy Farm Company Ltd* 1,075,607,367 25.71
3 Public Shareholders 447,831,673 10.70
TOTAL 4,183,634,000 100.00
*) The above number of shares includes the share ownership through another shareholder, namely Credit
Lyonnais Securities Asia (CLSA) Ltd.
3. Board of Commissioners and Board of Directors of the Company
The composition of the Board of Commissioners and Board of Directors of the Company as of the date of
this Disclosure of Information is as follows:
Board of Commissioners
President Commissioner : Ipung Kurnia
Independent Commissioner : Erry Riyana Hardjapamekas
Independent Commissioner : Lindawati Gani
Independent Commissioner : Natalia Poerwati Pangastuti Soebagjo
Commissioner : Jan Martin Onni Lindstrom
Commissioner : Tom Cornelis Gerardus van der Lee
Commissioner : Hei Lam Wong
Board of Directors
President Director : Hadrianus Wahyu Trikusumo
Director : Dina Sandri Fani
Director : Kalani Naresh Kumar
Director : Hendy
Director : Man Kit Lee
Director : Adrian Geoffrey Worth
4. Business Activities
In accordance with Article 3 of its articles of association, the Company is engaged in business of
supermarkets and any other forms of special retail businesses (such as pharmacies, drugs stores, health
and beauty stores, home furnishings, etc.) and runs businesses in the field of trade, etc. As of the date
of this Disclosure of Information, the Company has been engaged in the business of supermarket and
special retails.
3
Page 4
5. Contact Details
The following are the Company's contact details:
Address : Graha Hero, CBD Bintaro Sektor 7 Blok B7 / A7 South Tangerang
Phone No. : (021) 8378 8388
Email address : extcomm@hero.co.id
B. Brief Description of HRN
1. Brief History of HRN
PT Hero Retail Nusantara was established pursuant to Deed of Establishment No. 31 dated February
20th, 2024, made before Notary Buchari Hanafi, S.H., Notary in South Jakarta Administrative City and
has been approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decree
No. AHU-0015401.AH.01.01.TAHUN 2024 dated February 26th, 2024.
2. Capital and Shareholding Composition
HRN's capital structure as of the date of this Disclosure of Information is as follows:
Information Number of Nominal Value Total Nominal Value (Rp)
Shares per Shares (Rp)
Authorized Capital 20,000 500,000 10,000,000,000
Issued and Paid-Up 5,000 500,000 2,500,000,000
Capital
HRN's shareholders composition as of the date of this Disclosure of Information is as follows:
No. Name of Shareholders Number of Shares %
1 PT Hero Intiputra 4,900 98.00
2 PT Binaswakarsa Mandiri 100 2.00
TOTAL 5,000 100.00
Based on the shareholding composition above, the majority shareholder of HRN is PT Hero Intiputra
with ownership of 98.00%.
3. Board of Commissioners and Board of Directors of HRN:
The composition of the Board of Commissioners and Board of Directors of HRN as of the date of this
Disclosure of Information is as follows:
Commissioner : Mulianti Kurnia
Director : Ipung Kurnia
4. Business Activities of HRN:
In accordance with Article 3 of the Deed of Establishment of HRN, the purposes and objectives and
main business activities of HRN is to engage in retail business.
4
Page 5
5. Contact Details
The following are HRN's contact details:
Address : Synthesis Square Tower 2 15th Floor, Jalan Jend, Gatot Subroto Kav. 64
No. 177 A, Jakarta Selatan, Desa/Kelurahan Menteng Dalam, Kec. Tebet,
Kota Adm. Jakarta Selatan, Provinsi DKI Jakarta 12870, Indonesia
Phone No. : (021) 8317 733
Email address : legal.heroretail@gmail.com
II. DESCRIPTION OF THE TRANSACTION
A. Background and Reason for the Transaction
The Company is one of the largest retailers in Indonesia and currently operates HS Business Segment,
Guardian Health & Beauty business, and the IKEA franchise in Indonesia through its 99.99% owned
subsidiary, PT Rumah Mebel Nusantara.
With more than 50 years of operating experience, the Company has built a strong and trusted brand
among Indonesian consumers by offering a wide range of premium products and a great shopping
experience.
In 2021, the Company exited its mass market grocery retail business in Indonesia under the "Giant"
brand. Meanwhile, the HS Business Segment under the "Hero" brand was maintained with a network of
23 stores across Indonesia as of December 31st, 2023.
Following a strategic business review, the Company decided to refine its business focus solely on
optimising and growing the Guardian and IKEA business segments and thereby complete the pivot away
from food retail. Therefore, the Company and HRN entered into the CSPA to transfer ownership of the
HS Business Segment to the trusted hands of HRN.
B. Object of the Transaction
The object of the Transaction is the transfer of HS Business Segment from the Company to HRN. But
as part of this transfer, the Company has also agreed to lease some stores, distribution centre and office
spaces owned by the Company to HRN and to provide certain transitional services including accounting
and finance, procurement, people and culture (human resources) and information technology services
from the Company to HRN.
The summary of the CSPA is as follows:
1. Parties
a. The Company
b. HRN
2. Object
HRN agrees to purchase and acquire the HS Business Segment from the Company which includes,
among others:
a. all contracts entered into by and between the Company and the relevant landlords in relation to
the leased stores;
5
Page 6
b. the fixtures and fittings in the stores relevant to the HS Business Segment;
c. the relevant inventories;
d. Hero trademarks and any other relevant intellectual property rights;
e. the non-trade contracts; and
f. the trade contracts.
HRN has also agreed that for the period of 3 (three) years after the completion of the transaction, it
will share certain profits (earn out) from the HS Business Segment if the HS Business Segment has
recorded positive net profits.
3. Conditions Precedent
The completion of the transfer is subject to, among others:
a. the execution of the novation of lease agreements by the Company, HRN and the relevant
landlord.
b. the execution of the lease agreements of the stores that are owned by the Company.
4. Completion
The completion is targeted to take place on June 28th, 2024 or such other date as may be agreed by
the parties.
5. Applicable Law and Dispute Settlement
a. Laws of the Republic of Indonesia
b. Badan Arbitrase Nasional Indonesia (BANI)
As mentioned above, as part of this transfer, the Company has also agreed to lease the following stores,
distribution centre and office spaces owned by the Company to HRN with the following details:
Location Lease Period
Emerald Bintaro June 29th, 2024 to June 28th 2029
Kota Wisata June 29th, 2024 to June 28th, 2029
Hero Distribution Centre June 29th, 2024 to September 23rd, 2027
Hero Store Support Centre Office (SSC) June 29th, 2024 to June 28th, 2026
For the transitional services with respect to accounting and finance, procurement, people and culture
and information technology services, the Company has agreed to provide these services from June 29th,
2024 until October 31st, 2024.
C. Value of the Transaction
Based on the CSPA, the value for the transfer of the HS Business Segment is Rp135 billion (one
hundred thirty-five billion rupiah) excluding any applicable taxes.
For the lease of some of the Company's stores, distribution centre and office spaces to HRN, and the
provision of the transitional services from the Company to HRN, the Company will receive additional
payment from HRN in the amount of approximately Rp35 billion (thirty-five billion rupiah) excluding any
applicable taxes.
6
Page 7
In addition, based on the financial projections of HS Business Segment for fiscal year of 2025-2027,
the potential aggregate value of profit sharing (earn out) from the HS Business Segment to be received
by the Company from HRN is Rp13 billion (thirteen billion rupiah) excluding any applicable taxes.
The aggregate value of Rp183 billion (one hundred eighty-three billion rupiah) as mentioned above is
12.89% of the Company's equity based on the consolidated financial statements of the Company for the
period ending December 31st, 2023 as audited by Public Accountant Tanudiredja, Wibisana, Rintis &
Partners. In addition:
1. the total asset of HS Business Segment in the amount of Rp197 billion (one hundred ninety-seven
billion rupiah) is 3.42% of the Company's total asset for the period ending December 31st, 2023 as
audited by Public Accountant Tanudiredja, Wibisana, Rintis & Partners;
2. the net profit of HS Business Segment in the amount of Rp9 billion (nine billion rupiah) is -7.44% of the
Company's net profit for the period ending December 31st, 2023 as audited by Public Accountant
Tanudiredja, Wibisana, Rintis & Partners; and
3. the revenue of HS Business Segment in the amount of Rp748 billion (seven hundred forty-eight billion
rupiah) is 14.68% of the Company's revenue for the period ending December 31st, 2023 as audited
by Public Accountant Tanudiredja, Wibisana, Rintis & Partners.
Considering the above, the Transaction is not a Material Transaction pursuant to OJK Rule 17/2020.
D. Parties Conducting the Transaction with the Company and the Nature of Their Affiliation
Relationship
The Company conducts the Transaction with an Affiliate (as defined in Capital Market Law) of the
Company, where Mr. Ipung Kurnia who is the President Commissioner of the Company is concurrently
also the Director of HRN.
E. Analysis and Discussion on the Impact of Transaction for the Company
The Transaction is conducted with the intention of refining the business focus solely on optimising and
growing the Guardian and IKEA business segments and thereby completing the pivot away from food
retail.
Cash proceeds from the Transaction will be used to pay off outstanding bank loans and support the
Company’s working capital and operating cash needs for growth in the Guardian and IKEA business
segments. The Transaction is expected to enhance the financial position of the Company to support
future growth ambitions.
F. Consideration and Reason for the Entrance into the Transaction with an Affiliated Party Compared
to a Similar Transaction if Entered into with a Non-Affiliated Party
The business considerations used by the Company's management in relation to the Transaction are as
follows:
1. The Company has explored the possibility of transferring the HS Business Segment to several non-
affiliated parties engaged in the retail business. However, the Company faced with a lack of interest
from those non-affiliated parties. Therefore, the Company offered the opportunity for HRN to acquire
the HS Business Segment from the Company. HRN is engaged in the same business activities with
the Company, i.e., retail business, so it is expected to optimally achieve the potential of the HS
Business Segment; and
7
Page 8
2. There will be ease in communications related to agreements on the Transaction, because the
counterparty is an affiliate of the Company. Therefore, the negotiation process is expected to be (and
has proven to be correct) faster and it will minimize the possibility of disruption to the Company's
operations during the process.
III. SUMMARY OF INDEPENDENT ASSESSMENT OPINIONS
A. SUMMARY OF VALUATION REPORT ON THE OBJECT OF THE TRANSACTION
To provide an opinion on the market value of the Transaction object, the Company has appointed an
independent appraiser, namely Kantor Jasa Penilai Publik Yanuar, Rosye dan Rekan with Yanuar Bey,
S.E., M.M, MAPPI (Cert) as the Public Appraiser with License Appraiser Number B-1.08.00044 and STTD
Number STTD.PB-37/PJ-1/PM.02/2023 (the “Public Appraiser"). The Public Appraiser does not have an
affiliated relationship either directly or indirectly with the Company as defined in the Capital Market Law.
The following is a summary of the business valuation report for the Transaction object as stated in the
appraisal report No. 00015/2.0170-00/BS/05/0044/1/IV/2024 dated April 18th, 2024:
1. Object of Valuation
The object of valuation in accordance with the information provided by the Company was the valuation of
the HS Business Segment owned by the Company including the transactions related thereto (which are the
lease some stores, distribution centre and office spaces owned by the Company to HRN and to provide
certain transitional services with respect to accounting and finance, procurement, tax services, people and
culture and IT services from the Company to HRN) ("Object of Valuation").
2. Background and Purpose of Valuation
The Company was planning to transfer one of its business segments, namely HS Business Segment, which
is engaged in the retail or supermarket business. For this reason, the Company requires a valuation to
determine the market value of the HS Business Segment as well as the transactions related thereto. The
valuation is used for Capital Market purposes related to OJK Rule 42/2020 and is not used outside the
context or purpose of such valuation.
Related to that, the Public Appraiser appointed by the Company, based on the approval of the Business
Segment Valuation Service Offer Letter No. PR.Y&R-00/Y/BS/HERO/I/2024/RY/0003 dated January 2nd,
2024 with a view to valuating the HS Business Segment owned by the Company.
3. Date, Premise and Basis of Valuation
Date of Valuation
The valuation date used is December 31st, 2023.
Value Premises Used
Based on the information related to the existence of the HS Business Segment, supported by the Company
management's statement and belief about the continuity of its business, the valuation of the HS Business
Segment and the transactions related thereto is carried out on the premise of "Going concern".
Basis of Valuation
In accordance with the purpose and objectives of the valuation, based on OJK Rule No.35/POJK.04/2020
regarding “Valuation and Presentation of Business Valuation Reports in the Capital Market” ("OJK Rule
8
Page 9
35/2020") and KEPI & SPI Edition VII - 2018, the value to be used is market value.
4. Main Assumptions and Limiting Conditions
The main assumptions and limiting conditions used in the preparation of the valuation, among others:
a. In compiling the report, the Public Appraiser has relied on the accuracy and completeness of the
information provided by the Company's management and/or data obtained from publicly accessible
sources, along with other relevant information and research. The Public Appraiser has not been
involved in auditing or verifying the information provided;
b. The Public Appraiser has no vested interests or other affiliations that might lead to biased opinions
regarding the information discussed in the report;
c. The Company has absolved the Public Appraiser from any claims arising from errors or deficiencies in
materials or information provided by the Company's management, consultants, or third parties during
the preparation of the report;
d. The Company confirms that all material information regarding the equity valuation has been fully
disclosed to the Public Appraiser, with no omission of significant facts;
e. The Public Appraiser maintains impartiality and does not favour any party involved in the subject matter
of the report;
f. Analysis, opinions, and conclusions presented in the report have been formulated in accordance with
POJK 35 of 2020 and SPI 2018;
g. The financial projections submitted by the Company have been utilised by the Public Appraiser,
adjusted to ensure fairness and adherence to fiduciary duties;
h. The Public Appraiser bears responsibility for the valuation process and the reasonableness of the
financial projections;
i. Legal information pertaining to the object of valuation has been obtained by the Public Appraiser from
the Company;
j. Financial statements and other information provided by the Company or its representatives for this
assignment are accepted without further verification, deemed compliant with applicable regulations,
and considered accurate in reflecting the Company's business activities and operations for the periods
presented;
k. The Public Appraiser has issued the valuation report expressing a non-disclaimer opinion;
l. No examination of the legality of assets owned by the Company has been conducted by the Public
Appraiser. It is assumed that there are no legal issues regarding the assets of the HS Business
Segment, both presently and in the future;
m. The Public Appraiser assumes the Company's compliance with tax obligations, fees, and other
financial responsibilities in accordance with applicable regulations;
n. The Public Appraiser is not liable for losses resulting from erroneous opinions or conclusions due to
data or information from the Company that is relevant and significantly impacts opinions or conclusions
but has not been provided to the Public Appraiser; and
o. The signature of the head and the official company seal are mandatory for the validity of the appraisal
9
Page 10
certificate and the accompanying valuation report.
5. Valuation Methodology
The valuation procedure was conducted by applying generally accepted valuation approaches and methods
in valuing investments in companies or equity in accordance with the OJK Rule 35/2020. Some common
approaches to value are as follows:
a. Asset Based Approach: the most appropriate approach for companies that do not have a history of
positive earnings prospects, companies that have fluctuating earnings, or companies whose ability to
continue operations as a going concern is in doubt, such as start-up companies or troubled companies.
In addition, this approach is more common for companies whose business primarily is property-based.
We do not use this approach in the assessment of the HS Business Segment and the transactions
related thereto;
b. Market Based Approach: the most appropriate approach when there are companies that are
commensurate and comparable to the company being valued. Currently, there are several supermarket
retail companies that have been listed that have similar business characteristics to HS Business
Segment. Therefore, this approach can be used in the assessment of the HS Business Segment and
the transactions related thereto, where the method to be used is the Guideline Publicly Traded Company
("GPTC") method; and
c. Income Based Approach: The valuation method to be applied is the Discounted Cash Flow Method
("DCF"). Under this method, HS Business Segment's operations are projected as going concern
according to the development scenario presented in the business plan. The future income (future
income, cashflow, etc.) generated based on the projection is converted by a discount factor, in
accordance with the expected level of risk on the expected future income (economic benefits). The value
indication is the total present value of the future income, assuming a going concern, i.e. the HS Business
Segment continues even if the owner or management changes. Therefore, the Public Appraiser used
the income-based approach in the valuation of the HS Business Segment and the transactions related
thereto.
6. Conclusions and Valuation Opinions
The conclusion of the market value of the Object of Valuation as of December 31st, 2023, regardless of the
limiting conditions, assumptions, statements, and notes contained in the Public Appraiser report was Rp162
billion (one hundred sixty-two billion rupiah) ("Market Value").
B. SUMMARY OF FAIRNESS OPINIONS REPORT OF THE TRANSACTION
To ensure the fairness of the Transaction, the Company has also appointed an independent appraiser
registered with the OJK, namely Kantor Jasa Penilai Publik Yanuar, Rosye dan Rekan with Yanuar Bey,
S.E., M.M, MAPPI (Cert) as the Public Appraiser with License Appraiser Number B-1.08.00044 and STTD
Number STTD.PB-37/PJ-1/PM.02/2023 (the “Public Appraiser") to provide an opinion on the fairness of
the Transaction.
The Public Appraiser does not have an affiliated relationship either directly or indirectly with the Company
as defined in the Capital Market Law.
The following is a summary and the opinion from the Appraiser on the Transaction based on Report No.
00009/2.0170-00/BS/NB-02/0044/1/IV/2024 dated April 18th, 2024 (the "Fairness Opinion Report"):
1. Parties to the Transaction
The parties involved in the Transaction are the Company and HRN.
10
Page 11
2. Object of Fairness Opinion Report Analysis
The Transaction is between the Company and its affiliate, HRN, on the transfer of the HS Business Segment
and the transactions related thereto.
3. Purpose of Fairness Opinion Report
The purpose of the Fairness Opinion Report is to provide a fairness opinion on the Transaction to fulfil the
capital market requirements related to the OJK Rule 42/2020.
The Fairness Opinion Report cannot be used outside of the context or purpose of the Fairness Opinion
Report.
4. Main Assumptions and Limiting Conditions
The main assumptions used in the preparation of the Fairness Opinion Report, among others, are as
follows:
a. the Public Appraiser releases the Fairness Opinion Report with a non-disclaimer opinion;
b. the Public Appraiser has reviewed the documents used in the process of preparing the Fairness Opinion
Report;
c. in preparing the Fairness Opinion Report, the Public Appraiser relied on the accuracy and completeness
of the information provided by the Company and/or publicly available data/information and other
information and research that the Public Appraiser deems relevant;
d. the Company states that all material information regarding the assignment of fairness opinion has been
fully disclosed to the Public Appraiser and there is no reduction of important facts;
e. the Public Appraiser used financial projections before and after the Transaction as well as proforma
financial reports submitted to the Company to reflect the fairness of financial projections and their
fiduciary duty;
f. the resulting report is open to the public unless there is confidential information that could affect the
Company's operations;
g. the Public Appraiser is responsible for the conduct of the valuation and the reasonableness of the
adjusted financial projections;
h. the Public Appraiser is responsible for the fairness opinion report and the resulting conclusions;
i. the Public Appraiser has obtained information on the legal status of the object of fairness opinion from
the Company;
j. the Fairness Opinion Report is only intended for the fulfilment of OJK rules and the interests of the
capital market requirements;
k. the Fairness Opinion Report is prepared based on market and economic conditions, general business
and financial conditions, and government regulations related to the Transaction which will be carried
out on the date of issuance of the opinion;
l. the Public Appraiser assumes that the Company is a company that is sustainable in the future and
managed by professional and competent management, hence the premise used for the preparation of
11
Page 12
the Fairness Opinion Report is the going concern premise;
m. in preparing the Fairness Opinion Report, the Public Appraiser use several assumptions, such as the
fulfillment of all conditions and obligations of the Company and all parties involved in the Transaction
and the accuracy of information regarding the Transaction that is disclosed by the Company's
management;
n. the Fairness Opinion Report must be viewed as one unit and the use of part of the analysis and
information without considering the other information and analysis as a whole can lead to misleading
views and conclusions on the process underlying the fairness opinion. The preparation of the Fairness
Opinion Report is a complex process and may not be possible through incomplete analysis; and
o. the Public Appraiser also assumes that from the date of the issuance of the Fairness Opinion Report
until the date of the Transaction, there will be no changes that may materially affect the assumptions
used in the preparation of the Fairness Opinion Report. We are not responsible for reaffirming or
completing, updating (renewing) our opinion due to changes in assumptions and conditions and events
that occurred after the date of the Fairness Opinion Report.
The limiting conditions used in the preparation of the Fairness Opinion Report, among others, are as follows:
a. the Public Appraiser did not conduct due diligence on the entities or parties conducting the Transaction;
b. in conducting the analysis, the Public Appraiser assumed and depended on the accuracy, reliability and
completeness of all financial information and other information provided to the Public Appraiser by the
Company or that which was publicly available which is true, complete, and not misleading, and the
Public Appraiser is not responsible for conducting independent checks on the information. The Public
Appraiser also depends on guarantees from the Company's management that they do not know of any
facts that would cause the information provided to be incomplete or misleading;
c. an analysis of the Fairness Opinion Report on the Transaction was prepared using the data and
information as disclosed above. Any changes to the data and information may materially affect the
results of the fairness opinion. Therefore, we are not responsible for changes in the conclusions of our
fairness opinion due to changes in the data and information;
d. The Public Appraiser does not give an opinion on the tax impact of the Transaction. The services we
provide to the Company in relation to the Transaction are only the provision of a Fairness Opinion on
the Transaction and not accounting, auditing, or taxation services. The Public Appraiser did not conduct
research on the validity of the Transaction from a legal perspective and the implications of the taxation
aspects of the Transaction; and
e. The Public Appraiser works related to the Transaction does not constitute and cannot be interpreted in
any form, a review or audit or the implementation of certain procedures on financial information. The
work also does not intend to reveal weaknesses in internal control, errors, or irregularities in financial
statements or violations of law. In addition, The Public Appraiser does not have the authority and is not
in a position to obtain and analyze any other transactions outside the Transaction that may be available
to the Company and the effect of these transactions on the Transaction.
5. Transaction Fairness Assessment Methodology
The Fairness Opinion Report approach and method used in the preparation of this report refers to the OJK
Rule 35/2020 and Circular Letter of the OJK No. 17/SEOJK.04/2020 regarding Guidelines for the Valuation
and Presentation of Business Valuation Reports in the Capital Market, where the Public Appraiser is
required to conduct an analysis that at least includes:
a. an analysis of the Transaction in relation to the background, basis, object, source of funds and business
12
Page 13
considerations used by the Company;
b. a qualitative analysis and quantitative analysis of the Transaction;
c. an analysis of the fairness of the value of the Transaction to be implemented; and
d. an analysis of other relevant factors.
6. Conclusions and Opinions on the Fairness of the Transaction
Fairness Analysis of Transaction
The following is the calculation of the deviation of the value of the Transaction from the Market Value after
the adjustment related to earn out:
Remarks In Billion Rupiah
Transaction Value 183
Valuation results (Market Value) in the amount of Rp162 billion and
175
adjustment due to earn out (which is projected to be Rp13 billion)
Difference between Transaction Value and Market Value and
4.51%
Adjustment
The advantages that the Company will get from the Transaction are as follows:
a. a focus of the Company's scarce management resources on Guardian and IKEA business segments to
drive sustainable growth;
b. strengthening the Company's capital allocation efficiency by focusing investments on Guardian and
IKEA business segments, where the Company has greater opportunity to generate higher return on
investment;
c. the cash proceeds from the transfer of the HS Business Segment will reduce liabilities and strengthen
the Company financial position;
d. The Company is also expected to receive additional rental income from a lease of the property assets
which will further support the Company's profitability; and
e. there will likely be no losses incurred on this Transaction.
The risks associated with this Transaction are as follows:
a. a failure to obtain prior approval to novate certain contracts with third parties that may materially impede
the continuity of business operations; or
b. certain adverse changes that have a major impact on the fundamental financial and trading position or
prospects of the business.
Based on the analysis of the Transaction, a qualitative and quantitative analysis, an analysis of the fairness of
the value of the Transaction and a review of data and information obtained and used as disclosed in this Fairness
Opinion Report, the Public Appraiser is of the opinion that the Transaction is FAIR.
13
Page 14
IV. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
1. The Board of Directors and Board of Commissioners of the Company state that the Transaction is an
Affiliated Party Transaction and does not contain a Conflict of Interest as referred to in OJK Rule
42/2020.
2. The Board of Directors and the Board of Commissioners of the Company are responsible for the
accuracy of all information contained in this Disclosure of Information, and after careful examination of
available information relating to the Transaction, hereby declare that to the best of their knowledge and
confidence, there is no other important or material information relating to the Transaction that is not
disclosed in this Disclosure of Information that could cause this Disclosure of Information to be untrue
and/or misleading.
3. The Board of Directors of the Company declares that the Company has complied with the procedures
provided under OJK Rule 42/2020 to ensure that the Transaction is carried out in accordance with
applicable business practices.
V. ADDITIONAL INFORMATION
Should the shareholders of the Company need further information, they may contact the Company at:
PT HERO SUPERMARKET Tbk
Store Support Centre (Head Office)
Graha Hero, CBD Bintaro Jaya Sektor 7 Blok B7/A7, Pondok Jaya, Pondok Aren,
South Tangerang, Banten 15220, Indonesia
Attn.: Corporate Secretary
Email: extcomm@hero.co.id
Yours faithfully,
Board of Directors of the Company
14
Names mentioned 32 people and organisations named in the text · linked when the evidence is strong
unresolved
org
HERO SUPERMARKET TBK
p.1 ×8
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1
unresolved
org
PT Hero Retail Nusantara
p.1 ×2
unresolved
org
Indonesia Stock Exchange
p.2 ×2
unresolved
person
Djojo Mulyadi
p.2
unresolved
org
PT Hero-Mini Supermarket. The Deed
p.2
unresolved
org
Minister of Justice
p.2
unresolved
org
Minister of Justice No. J.A.
p.2
unresolved
person
Mala Mukti S.H.
p.2
unresolved
org
Minister of Law and Human Rights
p.2 ×2
unresolved
org
Mulgrave Corporation B.V.
p.3
unresolved
org
Dairy Farm Company Ltd*
p.3
unresolved
—
Erry Riyana Hardjapamek
· Independent Commissioner
p.3
unresolved
person
Notary Buchari Hanafi
· Notaris
p.4
unresolved
org
PT Binaswakarsa Mandiri
p.4
unresolved
org
PT Rumah Mebel Nusantara. With
p.5
unresolved
org
Arbitrase Nasional Indonesia
p.6
unresolved
org
Rintis & Partners
p.7 ×4
unresolved
org
Kantor Jasa Penilai Publik Yanuar
p.8 ×2
unresolved
org
Rosye dan Rekan
p.8 ×2
unresolved
person
Yanuar Bey
p.8 ×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
2180 ms
12 Sep 2026 23:05
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}