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20240405_MBMA_Laporan Informasi dan Fakta Material_31625834_lamp2.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PT MERDEKA BATTERY MATERIALS TBK
IN COMPLIANCE WITH THE PROVISIONS OF FINANCIAL SERVICE AUTHORITY (“OJK”) REGULATION NO.
17/POJK.04/2020 ON MATERIAL TRANSACTION AND CHANGE OF BUSINESS ACTIVITY
THIS DISCLOSURE OF INFORMATION TO SHAREHOLDERS IS PROVIDED BY PT MERDEKA BATTERY MATERIALS TBK
(“COMPANY”) IN COMPLIANCE WITH THE PROVISIONS OF FINANCIAL SERVICE AUTHORITY (“OJK”) REGULATION
NO. 17/POJK.04/2020 ON MATERIAL TRANSACTION AND CHANGE OF BUSINESS ACTIVITY (“POJK 17/2020”).
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY STATED THAT THE TRANSACTION
IS A MATERIAL TRANSACTION WITH A TRANSACTION VALUE OF MORE THAN 20% BUT LESS THAN 50% OF THE
EQUITY OF THE COMPANY AND THEREFORE ONLY NEED TO FULFILL THE PROVISIONS AS REGULATED UNDER
ARTICLE 6 PARAGRAPH (1) LETTER (a), LETTER (b), AND LETTER (c) OF POJK 17/2020.
THE INFORMATION AS CONTAINED IN THIS INFORMATION DISCLOSURE IS IMPORTANT AND NEEDS TO BE NOTED
BY THE COMPANY'S SHAREHOLDERS IN CONNECTION WITH LOAN TRANSACTIONS RECEIVED BY PT ESG NEW
ENERGY MATERIAL, A COMPANY CONTROLLED BY THE COMPANY, DIRECTLY FROM THE BANK.
IF YOU HAVE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION STATED IN THIS DISCLOSURE OF
INFORMATION, PLEASE CONSULT WITH YOUR LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL ADVISOR OR
ANY OTHER PROFESSIONALS.
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY, SEVERALLY AND JOINTLY, ARE
FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE INFORMATION STATED IN THIS
DISCLOSURE OF INFORMATION. THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY
DECLARE THAT THE INFORMATION IN THIS DISCLOSURE OF INFORMATION IS COMPLETE AND AFTER GIVING DUE
AND CAREFUL EXAMINATION, EMPHASIZE THAT THE INFORMATION IN THIS DISCLOSURE OF INFORMATION IS
CORRECT AND THAT THERE ARE NO MATERIAL AND RELEVANT FACTS OMITTED WHICH CAN CAUSE THE
INFORMATION STATED HEREIN TO BE UNTRUE AND/OR MISLEADING.
PT MERDEKA BATTERY MATERIALS TBK
Business Activities:
Holding company for a business group engaged in nickel and other mineral mining, processing and other related business activities
that are vertically integrated
Domiciled in South Jakarta, DKI Jakarta, Indonesia
Head Office:
Treasury Tower, 69th Floor, District 8 SCBD Lot. 28
Jl. Jend. Sudirman Kav. 52-53, South Jakarta 12190
Telephone: +62 21 3952 5581; Facsimile: +62 21 3952 5582
E-mail: corsec@merdekabattery.com
Situs Web: www.merdekabattery.com
This Information Disclosure
is issued in Jakarta on 5 April 2024
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DEFINITIONS AND ABBREVIATIONS
“ESG” : PT ESG New Energy Material, domiciled in South Jakarta, a limited
liability company established under the laws of the Republic of Indonesia.
“Information Disclosure” : This Disclosure of Information is made to the Company's Shareholders in
order to comply with POJK 17/2020.
“MOLHR” : Minister of Law and Human Rights of the Republic of Indonesia.
“Financial Services : The independent institution, as referred to in Law No. 21 of 2011 on
Authority” or “OJK” Financial Services Authority as amended by Law No. 4 of 2023 on
Development and Strengthening of the Financial Sector (“OJK Law”),
whose duties and authorities include the regulation and supervision of
financial service activities in the sectors of banking, capital market,
insurance, pension funds, financial institution, and other financial
institutions, whereby since 31 December 2012, OJK is an institution that
replaces and accepts the rights and obligations to carry out regulatory and
supervisory functions from the Capital Market and Financial Institutions
Supervisory Agency with following the provisions of Article 55 OJK Law.
“Shareholders” : Parties who have the benefit of the Company’s shares, both in the form of
scripts and in collective custody which is kept and administered in the
securities account at Indonesia Central Securities Depository, registered
in the Shareholder Register of the Company which is administered by the
Securities Administration Bureau appointed by the Company.
“ESG Facility Agreement” : Single Currency Term Facility Agreement for up to USD 490,000,000 (four
hundred and ninety million United States Dollars) with Bangkok Bank
Public Company Limited, PT Bank Mandiri (Persero) Tbk, and PT Bank
Negara Indonesia (Persero) Tbk, dated 3 April 2024 together with any
amendments, additions, and substitutes, which may be subsequently
made.
“Company” : PT Merdeka Battery Materials Tbk, domiciled in South Jakarta, is a publicly
listed company whose shares are listed on the Indonesia Stock Exchange,
which is established based on the laws of the Republic of Indonesia.
“Controlled Company” : A company controlled either directly or indirectly by the Company as
defined in POJK 17/2020.
“POJK 17/2020” : OJK Regulation No. 17/POJK.04/2020 regarding Material Transaction and
Changes in Business Activities, enacted on 20 April 2020.
“POJK 42/2020” : OJK Regulation No. 42/POJK.04/2020 regarding Affiliated Transaction
and Conflict of Interest Transaction, enacted on 1 July 2020.
“USD” : Reference to United States Dollars which is the legal currency of the United
States.
INTRODUCTION
In order to comply with the provisions of POJK 17/2020, the Company's Board of Directors is announcing an
Information Disclosure to provide information to the Company's Shareholders that on 3 April 2024, ESG as a
Controlled Company of the Company has signed a Single Currency Term Facility Agreement for up to
USD490,000,000 (four hundred and ninety million United States Dollars) or an ESG Loan Facility Agreement
("Transaction") which will be used for, among other things, designing, engineering, building, construction,
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operation and ownership of plants to produce mixed hydroxide precipitate (MHP) and the subscription of equity
in a Feed Preparation Plant (“FPP”) company (“Transaction Purpose”).
The Company's Directors and Board of Commissioners, severally and jointly, declare that the Transaction is a
material transaction which does not require an appraiser to determine the fair value of the material transaction
object and/or the fairness of the transaction in question and does not require approval from the Company's
Shareholders considering Transactions are transactions that are exempted based on Article 11 letter (b) POJK
17/2020, namely loan transactions received directly from banks. Furthermore, the Transaction value is more
than 20% (twenty percent) but less than 50% (fifty percent) of the Company's equity, therefore it is only
mandatory to fulfill the provisions as regulated in Article 6 paragraph (1) letter (b) and letter (c) POJK 17/2020.
In connection with the above Transaction, in accordance with the provisions of applicable laws and regulations,
in particular the provisions of POJK 17/2020, the Company's Board of Directors hereby announces an Information
Disclosure with the aim of elaborating the explanations, considerations and reasons for carrying out the
Transaction to the Company's Shareholders as part of the fulfillment of POJK 17/2020 provisions.
DESCRIPTION OF THE TRANSACTION
1. BACKGROUND AND BENEFITS OF THE TRANSACTION
ESG, a Controlled Company which shares are indirectly owned by the Company through PT Merdeka Industri
Anantha, which owns 55% (fifty-five percent) of the shares in ESG, which carries out business in the non-
ferrous base metal manufacturing industry.
The Transaction is carried out so that ESG can make the payments needed to carry out the Transaction
Objectives.
Information Regarding the Parties Involved:
1. ESG
ESG, domiciled in South Jakarta, established based on Deed of Establishment No. 175 dated 24 August
2023, drawn up before Kevin Hutama Sutandi, S.H., M.Kn., Notary in North Jakarta, which has been
approved by MOLHR based on Decree No. AHU-0064564.AH.01.01.TAHUN 2023 dated 30 August 2023
(“Deed of Establishment”). ESG’s Articles of Association as regulated in the Deed of Establishment has
been amended, the latest amendment is based on the Deed of Statement of Circular Resolutions of
Shareholders in Lieu of the ESG’s Extraordinary General Meeting of Shareholders No. 42 dated
16 November 2023, which has been approved by MOLHR based on Decree No. AHU-
0070938.AH.01.02.TAHUN 2023, and has been notified to MOLHR based on Notification Receipt on the
Amendment to the Articles of Association No. AHU-AH.01.03-0142830 and Notification Receipt on the
Change of Company Data No. AHU-AH.01.09-0185936, both dated 16 November 2023
(“Deed No. 42/2023”).
Based on the provisions of Article 3 of ESG's articles of association, ESG's aims and objectives are to
operate in the non-ferrous base metal manufacturing industry (KBLI 24202).
In executing the main business activities mentioned above, the Company may carry out the following
business according to KBLI 242022, which is carrying out the business of refining, smelting, alloying and
casting non-ferrous metals in basic forms (ingots, billets, slabs, rods, pellets, blocks, sheets, pigs, alloys
and powders) such as brass ingots, aluminium ingots, zinc ingots, copper ingots, tin ingots, brass billets,
aluminium billets, brass slabs, aluminium slabs, brass rods, aluminium rods, brass pellets, aluminium
pellets, bronze alloys, nickel alloys and anti-friction metals (bearings) metal) as well as rare earth metals
and rare earth metal alloys (15 lanthanide elements plus scandium and yttrium elements).
Capital Structure and Shareholders’ Composition of ESG
According to Deed No. 42/2023 and ESG Shareholder Register dated 29 November 2023, the capital
structure and composition of shareholders in ESG are as follows:
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Description Number of Shares Value (IDR) %
A. Authorized capital 51,000,000 781,269,000,000 -
B. Issued and fully paid-up shares
1) PT Merdeka Industri Anantha 28,050,000 429,697,950,000 55.00
2) GEM (Singapore) International 11,697,778 179,198,261,182 22.94
Investment Pte. Ltd.
3) New Horizon International 10,702,222 163,947,338,818 20.98
Holding Limited
4) GEM Hong Kong International 550,000 8,425,450,000 1.08
Co. Limited
Total of Issued and Fully Paid-up
51,000,000 781,269,000,000 100.00
Shares
C. Portfolio Shares - -
Composition of the Board of Commissioners and Board of Directors of ESG
Based on Deed no. 42/2023, the composition of ESG's Board of Directors and Board of Commissioners
on the date of publication of this Information Disclosure is as follows:
Board of Commissioners:
President Commissioner : Santoso Kartono
Commissioner : Gavin Arnold Caudle
Commissioner : Andrew Phillip Starkey
Commissioner : Li Honghui
Commissioner : Yu Yuanshan
Board of Directors:
President Director : Devin Antonio Ridwan
Director : I Ketut Pradipta Wirabudi
Director : Shi Hongchao
Director : Peng Yaguang
Director : Song Wei
2. BANGKOK BANK PUBLIC COMPANY LIMITED, original lender and mandated lead arranger.
Bangkok Bank Public Company limited is a company with the registered office address in di 333 Silom Road,
Silom, Bang Rak, Bangkok 10500.
3. PT BANK MANDIRI (PERSERO) TBK, original lender, mandated lead arranger, agent and security agent.
PT Bank Mandiri (Persero) Tbk is a company with the registered office address in Gedung Plaza Mandiri,
Lt.22, Jl. Jend. Gatot Subroto Kav.36-38, Jakarta 12190.
4. PT BANK NEGARA INDONESIA (PERSERO) TBK, original lender, mandated lead arranger and account
bank.
PT Bank Negara Indonesia (Persero) Tbk is a company with the registered office address in Gedung
Grha BNI, Jl. Jenderal Sudirman Kav. 1, Jakarta 10220.
Scope of the Transaction:
Based on the ESG Loan Facility Agreement, the total value of the Transaction is up to USD 490,000,000 (four
hundred and ninety million United States Dollars). The Transaction is a material transaction based on
POJK 17/2020 because the Transaction value is more than 20% (twenty percent) of the Company's equity value
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based on the Financial Report of the Company and Subsidiaries for the financial year ending December 31,
2023 which was audited by the Public Accounting Firm Tanubrata Sutanto Fahmi Bambang and Partners,
namely 21.22% (twenty-one point two two percent) of the Company's equity.
In accordance with the provisions of Article 6 paragraph (1) POJK 17/2020 juncto Article 11 letter (b)
POJK 17/2020, the Transaction is a material transaction which does not require the use of an appraiser to
determine the fair value of the material transaction object and/or the fairness of the transaction in question and
does not require approval from the Company's Shareholders considering that the Transaction is a loan
transaction received directly from the bank.
Summary of Agreement:
Single Currency Term Facility Agreement for up to USD 490,000,000
The Parties:
1. ESG;
2. Bangkok Bank Public Company Limited;
3. PT Bank Mandiri (Persero) Tbk; and
4. PT Bank Negara Indonesia (Persero) Tbk.
Transaction Value:
Transaction value is up to USD490,000,000 (four hundred and ninety million United States Dollars).
Interest:
Calculation of interest – Term SOFR Rate Loans
The rate of interest on each term SOFR rate Loan for each interest period is the percentage rate per annum which
is the aggregate of:
(a) the margin; and
(b) the reference rate.
Calculation of interest – Compounded SOFR Rate Loan
(a) The rate of interest on each compounded SOFR rate Loan for any day during an interest period is the
percentage rate per annum which is the aggregate of the applicable:
(i) margin; and
(ii) compounded SOFR reference rate for that interest period.
(b) If any day during an interest period for a compounded SOFR rate Loan is not a RFR banking day, the rate
of interest on that compounded SOFR rate loan for that day will be the rate applicable to the immediately
preceding RFR banking day.
Period of the agreement:
The final repayment date of the ESG Loan Facility Agreement falls 84 (eighty four) months from (and including)
the completion date which is the date all conditions and documents applicable to the preliminary requirements are
fulfilled.
Security:
The ESG Loan Facility Agreement is secured by several assets owned by ESG, including the following:
1. Mortgage;
2. Account pledge;
3. Fiducia security over moveable assets;
4. Fiducia security over plant; and
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5. Fiducia security over receivables.
Matters that ESG is prohibited from doing:
Based on the ESG Loan Facility Agreement, ESG is prohibited to do, among others, the following:
1. Sell, transfer or otherwise dispose of any of its receivables on recourse terms; and
2. Enter into or permit to subsist any title retention arrangement,
In circumstances where the arrangement or transaction is entered into primarily as a method of raising financial
indebtedness or financing the acquisition of an asset.
Applicable Law:
Law of the Republic of Indonesia.
Dispute Resolution:
Singapore International Arbitration Centre (SIAC).
DESCRIPTION, CONSIDERATIONS AND REASONS FOR THE MATERIAL TRANSACTION AND THE EFFECT
OF SUCH TRANSACTIONS ON THE COMPANY'S FINANCIAL CONDITION
The ESG Loan Facility Agreement can provide funding support that ESG will use, among other things, for: (1)
payment of project costs, including but not limited to total capital expenditure in relation to construction,
engineering, procurement, manufacturing, completion, testing, commissioning, ramp up, insuring and obtaining
permit for the plant to produce MHP, FPP and Slurry Pipeline, pre-commissioning funding, interest and fees
during construction; and (2) payments of transaction fees and expenses related to the ESG Loan Facility
Agreement, so that that ESG can carry out its business activities more optimally and efficiently. It is also
expected to have a positive impact on the Company as an indirect shareholder of ESG.
STATEMENT OF THE BOARD OF DIRECTORS
AND BOARD OF COMMISSIONERS OF THE COMPANY
The Company's Directors and Board of Commissioners state that they have carefully studied the available and
relevant information relating to the Transaction as described in this Information Disclosure, and all material
information relating to the Transaction has been disclosed in this Information Disclosure and the material information
is correct and not misleading. The transaction is not an affiliate transaction and does not contain a conflict of interest
as intended in POJK 42/2020. Furthermore, the Company's Directors and Board of Commissioners declare that
they are fully responsible for the truth of all information contained in this Information Disclosure.
ADDITIONAL INFORMATION
For further information, you can contact the Company at the following address:
PT Merdeka Battery Materials Tbk
Corporate Secretary
Treasury Tower, 69th floor, District 8 SCBD Lot. 28
Jl. Jend. Sudirman Kav. 52-53, South Jakarta 12190
Telephone: +62 21 3952 5581
Facsimile: +62 21 3952 5582
Email: corsec@merdekabattery.com
Website: www.merdekabattery.com
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Names mentioned 17 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT ESG NEW ENERGY MATERIAL
p.1 ×2
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
Financial Services Authority
p.2
unresolved
org
Bangkok Bank Public Company Limited
p.2 ×3
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
PT Merdeka Industri Anantha
p.3 ×2
unresolved
person
Kevin Hutama Sutandi
· Notaris
p.3
unresolved
org
Co. Limited
p.4
Extraction attempts how the parser did, and what it refused
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confidence 0.091
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