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20260826_BAUT_Transaksi Material Tanpa Persetujuan RUPS_32132626_lamp3.pdf
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INFORMATION DISCLOSURE TO SHAREHOLDERS
IN CONNECTION WITH MATERIAL TRANSACTIONS AND AFFILIATED TRANSACTIONS
PT MITRA ANGKASA SEJAHTERA TBK
This Information Disclosure is prepared and submitted to comply with Financial Services Authority
Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities
(“POJK 17/2020”) and Financial Services Authority Regulation No. 42/POJK.04/2020 concerning Affiliated
Transactions and Conflict of Interest Transactions (“POJK 42/2020”).
The information contained in this Information Disclosure is important to be read and considered by the
shareholders of PT Mitra Angkasa Sejahtera Tbk (the “Company”).
Head Office
Gold Coast Office, Tower Liberty, 6th Floor, Unit 6A & 6M, Jalan Pantai Indah Kapuk Boulevard,
Kamal Muara Village, Penjaringan District, North Jakarta,
DKI Jakarta, 14470
Branch Office
Jalan Dumar Industri Number 10, Asem Rowo Village, Asem Rowo District,
Surabaya City, East Java, 60182
Phone: (021) 50201881
Fax: (031) 33300228
Website: www.masworkspace.com
Email: corpsec@masworkspace.co.id
THE COMPANY IS RESPONSIBLE FOR THE ACCURACY OF ALL MATERIAL INFORMATION CONTAINED IN
THIS INFORMATION DISCLOSURE AND, AFTER CAREFULLY REVIEWING THE INFORMATION AVAILABLE
REGARDING THE TRANSACTION, HEREBY STATES THAT, TO THE BEST OF THE KNOWLEDGE AND BELIEF
OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS, THERE ARE NO OTHER MATERIAL OR
IMPORTANT FACTS RELEVANT TO THE TRANSACTION THAT HAVE NOT BEEN DISCLOSED WHICH MAY
CAUSE THIS INFORMATION DISCLOSURE TO BE INACCURATE OR MISLEADING.
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I. DEFINITIONS & TERMS
Affiliate Parties as referred to in Article 1 paragraph (1) of POJK 42/2020, namely:
a. family relationships by marriage and descent up to the second
degree, both horizontally and vertically;a relationship between a
party and its employee, director, or commissioner;
b. a relationship between 2 (two) companies where 1 (one) or more
members of the board of directors or board of commissioners are the
same;
c. a relationship between a company and a party that directly or
indirectly controls or is controlled by such company;
d. a relationship between 2 (two) companies that are directly or
indirectly controlled by the same party; or
e. a relationship between a company and its major shareholder.
APKAP Public Accountant and Public Accounting Firm. In this case, the Public
Accountant is Drs. Deswal of Public Accounting Firm Jonardi, Jamaluddin,
Sukimto & Rekan.
NAF NA Fasteners Pte. Ltd., a company domiciled in Singapore, the Company’s
major shareholder
Transaction Shareholder Loan Transaction from NAF to the Company
SLA Shareholder Loan AgreementPerjanjian
Affiliated Transactions as defined in POJK 42/2020, namely any activity and/or
Transaction transaction conducted by a public company or Controlled Company with an
Affiliate of the public company or an Affiliate of a member of the board of
directors, board of commissioners, major shareholder, or controller,
including any activity and/or transaction conducted by a public company or
Controlled Company for the benefit of an Affiliate of the public company or an
Affiliate of a member of the board of directors, board of commissioners, major
shareholder, or controller.
I. INTRODUCTION
The information contained in this Information Disclosure has been prepared in fulfillment of the
Company’s obligations in respect of Material Transactions as referred to in POJK 17/2020 and Affiliated
Transactions as referred to in POJK 42/2020, in connection with the execution of the SLA between NAF
and the Company with respect to the Transaction value.
The Transaction constitutes a Material Transaction because, based on the Company’s consolidated
financial statements for the financial year ended December 31, 2025, which have been audited by the
Public Accountant and Public Accounting Firm, the Transaction value exceeds the threshold for a
Material Transaction of 20% (twenty percent) of the Company’s equity as stipulated under Article 3
paragraph (1) of POJK 17/2020. However, the Transaction does not constitute a Material Transaction
that requires approval from the General Meeting of Shareholders (GMS), as the Transaction value does
not exceed 50% (fifty percent) of the Company’s equity pursuant to Article 3 paragraph (1) in
conjunction with Article 6 paragraph (1) letter d number 1 of POJK 17/2020.
Furthermore, the Transaction also constitutes an Affiliated Transaction, as the Transaction is
conducted between the Company and NAF as the Company’s major shareholder, and there are also
common members of the management of the Company and NAF. The Transaction does not constitute
a conflict-of-interest transaction, as there is no difference between the Company’s economic interests
and the personal economic interests of the members of the Board of Directors and the Board of
Commissioners that may be detrimental to the Company, as referred to in POJK 42/2020.
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Pursuant to Article 33 letter a of POJK 17/2020 and Article 24 paragraph (1) of POJK 42/2020, where a
Material Transaction also constitutes an Affiliated Transaction, the Company shall be subject to the
provisions stipulated under POJK 17/2020.
I. DESCRIPTION OF THE TRANSACTION
A. Transaction Date
24 August 2026
B. Transaction Object
The Transaction Object is the receipt by the Company of a Shareholder Loan facility from NAF, as
the Company’s major shareholder.
The loan is: (a) interest-free;
(b) unsecured;
(c) for a term of 4 (four) years and may be extended;
(d) may be repaid early without penalty.
C. Transaction Value
The Transaction Value is US$2,500,000 (two million five hundred thousand United States Dollars),
or approximately equivalent to Rp44.787.500.000,- (forty-four billion seven hundred eighty-seven
million five hundred thousand Rupiah).
D. Parties to the Transaction
1. Party I – Borrower:
a. Name PT Mitra Angkasa Sejahtera Tbk (BAUT)
Gold Coast Office, Tower Liberty, Lantai 6, Unit 6A & 6M, Jalan
b. Address Pantai Indah Kapuk Boulevard, Desa/Kelurahan Kamal Muara,
Kec. Penjaringan, Jakarta Utara, DKI Jakarta, 14470
c. Telephone Number (021) 50201881
d. Website www.masworkspace.com
e. Business Activities Wholesale trading of metals for construction materials
Management Composition:
Board of Commissioners
President
Indriani Suhartono
Commissioner
Independent
Sihol Siagian
Commissioner
Board of Directors
President Director Foong Tak Hoy
Director Simon Hendiawan
Composition of the Company’s Shareholding:
No. Name of Shareholder Number of Shares (%)
1. NA Fasteners Pte Ltd 2.600.000.000 54,16%
2. PT FAS Bersama Investama 749.900.000 15,62%
3. Simon Hendiawan 10.030.000 0,21%
4. Indriani Suhartono 400.000 0,01%
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5. Masyarakat 1.445.452.969 29,99%
Total 4.800.182.969 100,00%
2. Party II – Lender:
a. Name NA Fasteners Pte. Ltd.
b. Country of
Republic of Singapore
Incorporation
Trading of hardware and fasteners (bolts, nuts, screws, sockets,
c. Business Activities
and other industrial fastening components)
d. Relationship with
the Company
Major Shareholder of the Company (54.16%)
E. Nature of the Affiliated Relationship
Based on Article 1 of POJK 42/2020, an Affiliated Relationship is a relationship between a company
and a party that directly or indirectly controls or is controlled by such company.
II. SUMMARY OF THE FAIRNESS OPINION REPORT ON THE TRANSACTION
A. Identity of the Appraiser
The Fairness Opinion on the Transaction was prepared by KJPP Felix Sutandar dan Rekan (the
“Appraiser”), with the following details:
Name of KJPP KJPP Felix Sutandar dan Rekan
Report Reference Ref. No.: 00359/2.0072-00/BS/05/0022/1/V/2026
Assignment Letter No. 0418/FSR/Spn/FS/3004/2026 dated 30 April 2026
Report Date 26 May 2026
Fairness Opinion Report
31 December 2025
Subject Date
Licensed Appraiser Felix Sutandar, M.Sc
Appraiser Qualification Property and Business
Appraiser License PB-1.08.00022
STTD KEP- 174/KS.13/2026
MAPPI No. 81-S-00017
Register No. RMK-2017.00022
In carrying out the assignment to prepare the Fairness Opinion, the Appraiser acted
independently, objectively, and impartially, and does not have and/or will not have any conflict of
interest or Affiliated Relationship with the Company, NAF, or any other parties involved in the
Transaction, as stated in the Professional Statement of the Appraiser in the Fairness Opinion
Report Ref. No. 00359/2.0072-00/BS/05/0022/1/V/2026 dated 26 May 2026.
B. Valuation Object
The valuation object in the preparation of this Fairness Opinion is the Transaction involving the
receipt of a Shareholder Loan facility of US$2,500,000 from NAF as the Company’s major
shareholder.
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C. Purpose of the Valuation
The valuation is intended to provide a Fairness Opinion on the Transaction. The purpose of the
Fairness Opinion, in accordance with the assignment received, is to be used as one of the
materials for the Information Disclosure regarding the Transaction as stipulated under Financial
Services Authority Regulation No. 17/POJK.04/2020 concerning Material Transactions and
Changes in Business Activities and Financial Services Authority Regulation No. 42/POJK.04/2020
concerning Affiliated Transactions and Conflict of Interest Transactions.
D. Assumptions and Limiting Conditions
The assumptions and limiting conditions in the preparation of the Fairness Opinion by the
Appraiser include:
1. This Fairness Opinion is a non-disclaimer opinion.
2. The Appraiser has reviewed the documents used in the valuation process.
3. The data and information obtained are from sources whose accuracy can be relied upon.
4. The Company’s Management projections have been adjusted and reflect the reasonableness
of the financial projections prepared by the Company’s Management and their ability to
achieve them (fiduciary duty).
5. The Appraiser is responsible for carrying out the Valuation and for the reasonableness of the
financial projections.
6. The Fairness Opinion Report is open to the public, except for information that is confidential
in nature and may affect the Company’s operations.
7. The Appraiser is responsible for the Fairness Opinion Report and the Final Conclusion.
8. The Appraiser has obtained information regarding the legal status of the Fairness Opinion
Object from the Assignor.
E. Approach and Valuation Methods
The valuation was carried out by combining quantitative and qualitative information through the
following procedures: (1) Transaction Analysis; (2) Qualitative Analysis; (3) Quantitative Analysis;
(4) Analysis of the Feasibility of the Fund Utilization Plan; and (5) Analysis of Other Relevant
Factors.
In this regard, the Appraiser did not perform the following activities or analyses:
1. Analysis of the tax impact on the parties in relation to the Transaction;
2. Transactions other than those specified in the Valuation Object for the fairness analysis.
F. Key Findings of the Analysis
The following are the key findings of the Appraiser’s analysis:
1. The Transaction is an interest-free loan facility from the major shareholder. No interest is
charged to the Company, making it more advantageous than loans from third parties that are
subject to market interest rates.
2. The Transaction does not constitute a conflict of interest transaction, as stated in the
Company’s Management Statement.
3. The loan proceeds are intended for large-scale procurement, retail infrastructure
development, and enhancement of the Company’s distribution capacity, which are expected
to support business growth and increase the Company’s profitability. The proceeds will also
support the Company’s operational continuity through additional working capital to be used
exclusively for the purchase of product inventories for the operations of the Company and/or
its Subsidiaries and/or Affiliates, as well as financing of trade receivables, enabling the
Company to maximize productivity and accelerate business growth.
4. Based on the analysis of the financial projections With and Without the implementation of
the Transaction, there is an incremental value contribution to the Company in the form of
additional net profit ranging from Rp5.1 billion to Rp27.3 billion per year during the 2026–2030
projection period.
5. The loan has a term of 4 years, may be extended, does not require installments, and may be
repaid early without penalty.
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6. Based on an analysis of the characteristics of the Shareholder Loan, the amount of USD
2,500,000 is considered fair. This conclusion is based on:
(i) The interest-free structure, meaning that the Company does not incur any operating
interest expense;
(ii) The unsecured nature of the loan, meaning that the Company is not required to
pledge its productive assets; and
(iii) The flexibility of repayment, which allows the loan to be extended or repaid early
without any penalty, thereby facilitating the management of the Company’s cash
flow.
G. Conclusion of the Fairness Opinion
Based on the transaction analysis, qualitative analysis, quantitative analysis, and feasibility
analysis of the fund utilization plan as described in the Appraiser’s report, it can be concluded
that:
The Shareholder Loan Transaction from the Shareholder to PT Mitra Angkasa Sejahtera Tbk is FAIR.
III. PROFORMA IMPACT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
Based on the pro forma consolidated statement of financial position of the Company, the receipt of the
SLA from NAF has the following impact:
31 December 2025
In Rupiah
Audit Adjustments*) Proforma
CURRENT ASSETS - - -
Cash and Bank 347.414.303 41.955.000.000 42.302.414.303
Trade Receivables 22.928.691.683 - 22.928.691.683
Other Receivables - Third Parties 54.000.000 - 54.000.000
Inventory 134.054.135.920 - 134.054.135.920
Advance Payment/Prepaid 46.372.289.477 - 46.372.289.477
Total Current Assets 203.756.531.383 41.955.000.000 245.711.531.383
NON-CURRENT ASSETS - - -
Investment Property 16.243.800.000 - 16.243.800.000
Deferred Tax Asset 1.883.294.114 - 1.883.294.114
Property, Plant & Equipment 4.151.160.346 - 4.151.160.346
Advance Payment for Fixed Assets 13.500.000 - 13.500.000
Right-of-use Assets 3.021.282.288 - 3.021.282.288
Other Non-current Assets 346.631.829 - 346.631.829
Total Non-current Assets 25.659.668.577 - 25.659.668.577
TOTAL ASSETS 229.416.199.960 41.955.000.000 271.371.199.960
SHORT-TERM LIABILITIES - - -
Short term Bank Loans 17.745.929.776 - 17.745.929.776
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Trade Payables 33.060.156.233 - 33.060.156.233 Accrued Expenses 847.474.542 - 847.474.542 Tax Payable 64.253.122 - 64.253.122 Customer Advances 1.001.409.010 - 1.001.409.010 Current Liabilities - Long-term Debt - - - Portion: Bank Loans 322.519.657 - 322.519.657 Consumer Financing 618.324.552 - 618.324.552 Lease Liabilities 697.729.009 - 697.729.009 Total Current Liabilities 54.357.795.901 - 54.357.795.901 LONG-TERM LIABILITIES - - - Long-term Debt 17.990.892 - 17.990.892 Consumer Financing 191.283.897 - 191.283.897 Other Payables - Related Parties - 41.955.000.000 41.955.000.000 Employee Benefits Obligation 3.081.099.123 - 3.081.099.123 Total Long-term Liabilities 3.290.373.912 41.955.000.000 45.245.373.912 TOTAL LIABILITIES 57.648.169.813 41.955.000.000 99.603.169.813 EQUITY - - - Share Capital 48.001.429.290 - 48.001.429.290 Additional Paid-in Capital 127.097.441.835 - 127.097.441.835 Retained Earnings (3.020.083.143) - (3.020.083.143) Other Comprehensive Loss (319.177.975) - (319.177.975) Non-controlling Interests 8.420.140 - 8.420.140 Total Equity 171.768.030.147 - 171.768.030.147 TOTAL LIABILITIES AND EQUITY 229.416.199.960 41.955.000.000 271.371.199.960 *) The Rupiah value uses the BI Middle Rate as of December 31, 2025 (Rp16,782/USD) as a reference for consistency with the Fairness Opinion. The actual conversion on the settlement date will use the prevailing exchange rate at that time. In the Financial Position table, it can be seen that the Transaction has an impact on the Company’s financial position. The adjustment to the financial position Before and After the Transaction is an increase in cash and cash equivalents obtained from the Transaction with NAF.
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IV. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE TRANSACTION
The Transaction is carried out taking into consideration the following matters:
1. Fulfillment of Working Capital Requirements. The Company requires additional working capital for
the purchase of inventories and financing of trade receivables to support the continuity of
operations and the implementation of its business expansion plans.
2. Financing Structure Efficiency. The interest-free loan facility provided by the major shareholder
provides a more efficient financing alternative compared with financing from third parties, which
generally carries commercial interest rates.
3. Financing Flexibility. The loan has a term of 4 (four) years, may be extended, requires no
installment payments during the loan term, and may be repaid early without penalty, providing the
Company with flexibility in managing its cash flow and financing requirements.
4. Support for Business Growth. The funds obtained will be used to support increased distribution
capacity, inventory procurement, and the development of sales activities to support the
achievement of the Company’s business growth targets.
5. Fairness of the Transaction. The Transaction is conducted on an arm’s length basis, does not
contain a Conflict of Interest as referred to in POJK 42/2020, and has obtained a Fairness Opinion
from KJPP Felix Sutandar dan Rekan as the Independent Appraiser.
If the Transaction is not implemented or the Company obtains financing from an unaffiliated party, the
Company may incur higher interest expenses or may not obtain financing facilities on equivalent terms
and conditions. Such circumstances may result in higher finance costs, reduced flexibility in cash flow
management, and an impact on the Company’s financial performance and profitability.
V. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
The Board of Directors and Board of Commissioners of the Company, individually and jointly, hereby
state that:
1. The Transaction constitutes an Affiliated Transaction as referred to in Financial Services Authority
Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest
Transactions and a Material Transaction as referred to in Financial Services Authority Regulation
No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities, but
does not contain a Conflict of Interest as referred to in POJK 42/2020;
2. All material information relating to the Transaction has been disclosed in this Information
Disclosure, and such information is not misleading; and
3. The Transaction is carried out with due regard to the best interests of the Company and all
shareholders and is in accordance with the applicable laws and regulations of Indonesia.
VI. ADDITIONAL INFORMATION
Shareholders requiring further information regarding this Information Disclosure are invited to contact
the Company:
PT MITRA ANGKASA SEJAHTERA TBK
Gold Coast Office, Liberty Tower, Lt.6 Unit 06A/06M,
Jl Pantai Indah Kapuk Boulevard, Kelurahan Kamal Muara,
Kecamatan Penjaringan, Kota Jakarta Utara.
Jakarta, Indonesia.
corpsec@masworkspace.co.id
Jakarta, 26 August 2026
Regards,
Board of Directors
Names mentioned 14 people and organisations named in the text · linked when the evidence is strong
unresolved
org
MITRA ANGKASA SEJAHTERA TBK
p.1 ×10
unresolved
org
Financial Services Authority
p.1 ×6
unresolved
person
Drs. Deswal
p.2
unresolved
org
Sukimto & Rekan
p.2
unresolved
person
Foong Tak Hoy
· President Director
p.3 ×2
unresolved
org
PT FAS Bersama Investama
p.3
unresolved
org
KJPP Felix Sutandar dan Rekan
p.4 ×3
unresolved
person
Felix Sutandar
p.4 ×3
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12 Sep 2026 21:41
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