Académique Documents
Professionnel Documents
Culture Documents
: 31 Des 2009
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8 Jan 2010
13 Jan 2010
11 Jan 2010
14 Jan 2010
13 Jan 2010
14 Jan 2010
15 Jan 2010
BAPEPAM-LK DOES NOT GIVE ANY STATEMENT APPROVING OR DISAPPROVING THESE SECURITIES, NOR STATING THE
TRUTHFULLNESS OR ADEQUACY OF THE CONTENT OF THIS PROSPECTUS. ANY STATEMENT STATING OTHERWISE IS CONSIDERED
AS UNLAWFUL
PT ENERGI MEGA PERSADA Tbk. (the Company) IS FULLY RESPONSIBLE FOR THE ACCURACY OF THE STATEMENTS, DATA, AND
OPINIONS CONTAINED IN THIS PROSPECTUS.)
Principal Business
The Company is an active oil and gas exploration, development, and production company in both onshore and offshore Indonesia ,through the direct
and indirect ownership of its subsidiaries
Principal Office:
Wisma Mulia, 33rd Floor
Jl. Jend. Gatot Subroto No. 42, Jakarta 12710 - Indonesia
Telp : (021) 529 06250; Fax : (021) 529 06254
Website: www.energi-mp.com
The Pre-emptive Rights are traded within the Indonesian Stock Exchange (IDX) or outside IDX commencing from 15 January 2010 up to
8 February 2010
In the event that the Pre-Emptive Rights held by the shareholder results in a fraction, then the right of such fractional shares belongs to the Company which can
be then sold by the Company and the proceeds of such a sale shall be remitted to the Companys account.
THE RIGHTS OFFERING WILL BE EFFECTIVE AFTER BEING APPROVED BY AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (EGM) OF THE
COMPANY. IN THE EVENT THAT THE RIGHTS OFFERING IS NOT APPROVED AT THE EGM OF THE COMPANY, ALL OF THE ACTIVITIES CONDUCTED BY THE
COMPANY IN RELATION WITH THE RIGHTS OFFERING IN ACCORDANCE WITH THE DETERMINED SCHEDULE WILL BE DEEMED AS NEVER HAS BEEN
CONDUCTED.
THE MAIN RISK THAT FACES THE COMPANY IS THE RISK OF BEING A HOLDING COMPANY, WHEREBY AS A HOLDING COMPANY, COMPANY IS FULLY RELIANT ON
ITS SUBSIDIARIES THAT HOLD WORKING INTERESTS CONDUCTING THE ACTIVITIES OF EXPLORAATION, DEVELOPMENT AND PRODUCTION OF OIL AND GAS
ASSET
Standby Buyers
PT DANATAMA MAKMUR
PT MADANI SECURITIES
The Company has submitted a Registration Statement through letter No: 080/EMP-DIR/XI-09 for the
Second Rights Offering in relation to the Rights Issue (hereinafter Second Rights Offering) to the
Chairman of BAPEPAM-LK in Jakarta dated 25 November 2009, in accordance with the provisions as
specified in Regulation No. IX.D.1. Attachment to the Decision of the Chairman of BAPEPAM No. Kep26/PM/2003, dated 17 July 2003, juncto Kep-07/PM/2001, dated 23 March 2001 concerning Rights and
Regulation No.IX.D.2 Attachment to the Decision of the Chairman of BAPEPAM No. Kep-08/PM/2000,
dated 13 March 2000 concerning Guidelines on Form and Content of a Registration Statement for Rights
Issue and Regulation No. IX.D.3 Attachment to the Decision of the Chairman of Bapepam LK No. KEP09/PM/2000 dated 13 March 2000 concerning Form and Content of Prospectus in relation to Rights
Issue, which rules are the implementing regulations of Law of the Republic of Indonesia No. 8/1995
dated 10 November 1995 concerning the Capital Market.
The Company and its capital market supporting professionals in relation to the Second Rights Offering
are fully responsible for the accuracy of all data, information or report as well as truthfulness of opinion
contained in this Prospectus according to each of their respective duties pursuant to the applicable laws
and regulations as well as the code of ethics and the standards of the respective professions.
With regard to this Second Rights Offering, all affiliated parties are not permitted to provide any
explanation and/or statement whatsoever regarding information that are not published in this Prospectus
without securing written approval from the Company.
If the shares offered in the Second Rights Offering are not entirely subscribed or purchased by the Rights
Holders, then the remaining unsold shares shall be allocated to the other Rights holders who have
applied to purchase additional shares exceeding their rights as specified in the Pre Emptive Rights
Registry, proportionately based on the rights exercised.
If there are still remaining unsubscribed Rights Shares, such remaining shares shall be purchased by PT
Danatama Makmur and PT Madani Securities (the Standby Buyer(s)), each has undertaken to exercise
its rights to subscribe for 17,106,031,372 Rights Shares and 4,145,574,302 Rights Shares, at the same
price as the price of the Second Rights Offering of the Company of Rp 185.- (one hundred and eighty five
Rupiah) per share, in accordance with the terms and conditions of the Standby Buyer Agreement dated
No. 157 dated 24 November 2009 and Amendment of the Standby Buyer Agreement No. 51 dated 10
December 2009, Robert Purba, S.H, Notary Public in Jakarta. In the event that a shareholder has Rights
in the form of fractions of tradeable unit (odd-lot), the rights attached to the fractioned securities shall
become the property of the Company and will be sold by the Company, with the proceeds therefrom
recorded in the Companys account.
The Capital Market Supporting Profession who participate in this Second Rights Offering clearly declare
their non-affiliation either directly or indirectly to the Company as defined in the Capital Market Law
The information, data, opinion and report contained in this Prospectus are presented and made
based on the condition of the Company up to the date of issue of this Prospectus, unless
clearly stated otherwise. This statement is not intended to be construed or interpreted as
having a meaning that there are changes in information, data, opinion and report after the
Prospectus issue date. The Company has disclosed all information which must be known by
the public and that there is no additional information which has not been disclosed, the
omission of which would mislead the public.
This Limited Public Offering II is not registered under the laws and/or regulations of any
countries. Any person outside of Indonesia and Singapore who receives this Prospectus or
Rights, these documents are not intended as an offering document to purchase the shares or to
exercise the Rights, unless if such offer, purchase of shares, or exercise of the Rights are not in
contrary to or are not violating the laws and regulations applicable in those countries.
TABLE OF CONTENTS
5.
Business Strenghts ............................................................................................................ 140
6.
Competition ........................................................................................................................ 142
7.
Safety ................................................................................................................................. 144
8.
Insurance ........................................................................................................................... 145
9.
Enviromental Impact Analysis ........................................................................................... 150
XI. PETROLEUM AND GAS INDUSTRY ....................................................................................... 158
XII. EQUITY ....................................................................................................................................... 171
XIII. DIVIDEND POLICY .................................................................................................................... 172
XIV. TAXATION .................................................................................................................................. 173
XV. INDEPENDENT AUDITOR REPORT AND FINANCIAL CONSOLIDATED REPORT ............. 175
XVI. CAPITAL MARKET THIRD PARTY PROFESSIONALS ........................................................... 176
XVII.PARTIES ACTING AS STANDBY BUYER ............................................................................... 178
XVIII.TERMS AND CONDITIONS OF SHARE SUBSCRIPTION AND PURCHASE ........................ 179
XIX. DESCRIPTION ON PRE-EMPTIVE RIGHT AND WARRANTS SERIES I ................................ 184
XX. DISTRIBUTION OF PROSPECTUS AND PRE-EMPTIVE RIGHT ............................................ 194
ii
BAPEPAM
BAPEPAM - LK
BBL
BBL/D
BCF
BI or PT BI
PT Brantas Indonesia
BB or BNBR
BOE
BOPD
BPMIGAS
iii
Companys Subsidiary
CBM or GMB
CNOOC
Contingent Resources
CS
Condensate
Company
Directional Drilling
Deviation drilling
Board of Directors
D&M
EBITDA
EGMS
ETJ
Farmor
Farmee
FEED
iv
GCA
Government
GAAP
GSA
GSPA
HHP
HOA
Heads of Agreement
HP
Horse Power
ICP
Independent Shareholders
IJV-M
INPEX
IDX or BEI
Itochu
JAPEX
JOA
JOB
KI or PT KI
PT Kondur Indonesia
Tomo :
LBI
LEMIGAS
LIBOR
Thousand
Masela FOA
MBBLS
Thousand Barrels
MBOE/D
MBO/D
MCF
MHA
MIGAS
Mitsubishi
MLC
MMBO
MMBOE
MMBBLS
Millions of Barrels
MMTPA
MMCFD
MMCF
Handoko
vi
MMSCFD
MMSTB
MOU
Memorandum of Understanding
MSCF
MSTB
MW
Megawatt
Net Entitlement
OPEC
Operator
PAN
PSC
PERTAMINA
PT PERTAMINA (Persero)
PGN
PLN
Possible Reserves
Probable Reserves
(Prospective) Resources
Proved Reserves
vii
Regulation No.IX.E.1
Regulation No.IX.E.2
Relinquishment
Rupiah/Rp
Shareholders
STB
Target Asset
Transaction Value
TAC
viii
Transaction/ Acquisition
TSB
US$
Upstream Regulation
VICO
WI
1P
Proven Reserves
2P
3P
SUBSIDIARY COMPANIES
1.
AWP
PT Artha Widya Persada, holder of 100% working interest in CBM Tabulako PSC
2.
Costa
Costa International Group Ltd (BVI), holder of 50% working interest in Gebang
JOB PSC
3.
ECL
4.
EEKL
EMP Exploration (Kangean) Ltd (UK), holder of 40% working interest in Kangean
PSC
5.
EMPHS
EMP Holdings Singapore Pte. Ltd., a legal entity incorporated under the Law of
Singapore.
6.
EMPI
Energi Mega Pratama Inc. (BVI), owner of 100% shares in Kangean Energy
Indonesia Ltd.
7.
EMP EI
PT EMP Energi Indonesia, a legal entity incorporated under Law of the Republic
of Indonesia
8.
EMPPL
Energy Mega Persada PTE, LTD, a legal entity incorporated under Law of
Singapore
9.
IMG
10.
ITA
ix
11.
KBL
Kalila (Bentu) Ltd (B.V.I), holder of 100% working interest in Bentu PSC
12.
KEIL
13.
KKBL
Kalila (Korinci Baru) Ltd (B.V.I), holder of 100% working interest in Korinci Baru
PSC
14.
KPSA
15.
MP
16.
RHI
17.
SEMCO
18.
THP
PT Tunas Harapan Perkasa, a legal entity incorporated under the Law of the
Republic of Indonesia.
19.
VMA
PT Visi Multi Artha, holder of 60% working interest in CBM Sangatta-2 PSC
20.
THPPL
Tunas Harapan Perkasa Pte Ltd, a legal entity incorporated under Law of
Singapore
SUMMARY
This summary contains the most important facts and considerations of the Company and shall constitute
an inseparable part to and shall be read in connection with the more detailed information contained in this
Prospectus. All financial information of the Company shall be prepared and denominated in Rupiah currency
and in accordance with Accounting Principles generally applicable in Indonesia.
Introduction
PT Energi Mega Persada Tbk. (hereinafter referred to as Company), having its domiciled in Jakarta, was
established based on the Deed No. 16, dated 16 October 2001, drawn up and passed before Rakhmat
Syamsul Rizal, S.H., M.H., notary in Jakarta. The Company has obtained approval from the Minister of
Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. C-14507
HT.01.01.TH.2001 dated 29 November 2001, registered in the Company Register No.
195/BH.09.03/I/2002 at the Company Registration Office Municipality of South Jakarta on 31 January 2002
and published in State Gazette of the Republic of Indonesia No. 31, dated 16 April 2002, Supplement No.
3684.
For the purpose of Initial Public Offering of the Company, the Companys Articles of Association were
amended by Deed of Minutes of Extraordinary General Meeting of Shareholders No. 40, dated 30 March
2004, executed and passed before Lena Magdalena, S.H., Notary Public in Jakarta and has obtained
approval from Minister of Justice and Human Rights the Republic of Indonesia by virtue of Decree No.
C-08031 HT.01.04 TH 2004, dated 2 April 2004, registered in Company Register under Registration
No. 487/RUB/09.03/V/2004 at Company Registration Office Municipality of South Jakarta as at 31 May
2004 as well as promulgated in the State Gazette of the Republic of Indonesia No. 97, dated 3 December
2004, Supplement No. 11746.
The Companys Articles of Associations latest amendment is by virtue of Deed No. 63, dated 31 October
2008, drawn up and passed before Humberg Lie, S.H., Notary Public in Tangerang, under which an
adjustment and modification to the Articles of Association to be in compliance with Law No. 40 Year 2007 and
Regulation No. IX.J.I is made. Such amendment has obtained approval from Minister of Law and Human
Rights of the Republic of Indonesia by virtue of Decree No. AHU-10395.AH.01.02.Year 2009, dated 1
April 2009.
In its Articles of Association, the scope of business activities of the Company shall include among others
management services for Oil and Gas mining companies. On the basis, since its establishment, the
Company has taken various steps to be better establish its business operations and development in the
petroleum and natural gas mining industry. The Companys business activities are performed in line with
its roles as a holding company for subsidiaries that has activity in the oil and gas mining industry sector.
The Company is one of the largest upstream oil and gas exploration and production company by reserves
in Indonesia. The Company has the rights to explore, develop and produce oil and gas in various areas in
Indonesia which covers more than 16,000 square kilometres under eight PSCs with BPMIGAS and two
TACs with PERTAMINA. The Companyss subsidiary companies holds Working Interests in ten oil and
gas blocks; which are Kangean PSC, Malacca Strait PSC, Korinci-Baru PSC, Bentu PSC, Gebang
PSC, Tonga PSC, CBM Tabulako PSC, CBM Sangatta-2 PSC, Semberah TAC and Sungai Gelam
TAC. The Companys subsidiaries acts as the operator under each of the production sharing agreements
governing the commercial exploitation of these blocks, with the exception of the Kangean PSC, in which
the Company has delegated day-to-day operations to its partners, Mitsubishi and JAPEX and the Gebang
PSC (in which PERTAMINA acts as the operator).
In addition to the above, the Company has signed the Masela FOA to purchase 10% of Working Interest
in the Masela PSC, an offshore production sharing area located in the Arafura Sea. The Masela PSC is
currently one of largest undeveloped gas blocks in Indonesia, with its gross proven reserves of 9,8 TCF
and gross probable reserves of 8,7 TCF as of June 2008. The Masela FOA contains some conditions
precedent which need to be fulfilled. With the 10% Masela PSC working interest acquisition, the
Company will increase its net proven reserves from 113.4 MMBOE to 276.0 MMBOE, and will increase its
ner proved and probable reserves from 224.2 MMBOE to 532.0 MMBOE.
xi
For the years ended 31 December 2006, 2007 and 2008, Companys average daily oil and gas
production is amounted to 15.0 MBOE/D, 14.9 MBOE/D and 17.0 MBOE/D, respectively. For the six
months ended 30 June 2009, the Company reported 19.4 MBOE/D in average oil and gas net
production.
As of 30 June 2009, the Companys estimated gross proved plus probable reserves of 360.0 MMBOE
consisted of 59 MMBBLS of oil and condensate and 1.8 TCF of natural gas. As of 30 June 2009, the
Companys estimated net proved plus probable reserves of 224.2 MMBOE consisted of 40.2 MMBBLS of
oil and condensate and 1.1 TCF of natural gas.
The following table sets out the Companys total revenue and EBITDA for the years ended 31
December 2006, 2007 and 2008, and the six months ended 30 June 2009:
(in billions Rupiah)
31 December
30 June
2006
2007
2008
2009
Total Revenue
1,459.5
1,137.5
1,859.1
701.6
Oil Revenue
1,066.7
890.4
1,421.6
473.7
Gas Revenue
392.8
247.1
437.5
227.9
EBITDA
190.1
350.2*
863.3
79.4
* Before adjustments on the interest income on one of the Companys account (after the adjustments
EBITDA becomes Rp. 343.4 Billion)
Percentage of Net oil sales is accounted to be 73.1%,78.3% and 76.5% of the Companys total revenues
in 2006, 2007 and 2008, respectively, while net gas sales accounted for 26.9%, 21.7% and 23.5% of the
Companys total revenues in 2006, 2007 dan 2008, respectively. Net oil and gas sales accounted for
approximately 67.5% and 32.5%, respectively, of the Companys total revenues in the six months ended
30 June 2009.
The Companys development plans for its oil and gas blocks contemplate the drilling of approximately 114
development wells and 32 exploration wells by the end of 2012. The Company currently produces
commercial quantities of oil and gas in six of its ten contract areas. The Companys key developments
include the Kangean PSC, with 118.5 MMBOE of the Companys estimated net proved plus probable
reserves, and the Bentu PSC, which holds 48 MMBOE of the Companys estimated net proved plus
probable reserves. In addition, following its acquisition of working interests in the CBM Tabulako PSC and
the CBM Sangatta-2 PSC in May 2009, the Company now holds coal bed methane working interests in the
resource-rich Kutai and South Kalimantan basins which it intends to develop over the medium-term future.
In order to expedite the development of its key resource assets and to optimize its growth, the Company
has entered into strategic alliances with a number of key Indonesian and international oil and gas players.
In May 2007, the Company completed a strategic alliance with Mitsubishi and JAPEX by transferring 50%
of its effective working interest in the Kangean PSC to Mitsubishi and JAPEX by way of an issuance of new
shares in Energi Mega Pratama Inc. (EMPI) to each of Mitsubishi and JAPEX pursuant to a share
subscription agreement among the Company, EMPI, Mitsubishi and JAPEX dated 6 March 2007. Following
the share issuance, the Company retained a 50% effective working interest in the Kangean PSC (through
its 49,99998% direct shareholding in EMPI and 0,00002% indirect shareholding in EMPI held by Energy
Mega Persada Pte. Ltd.), while Mitsubishi and JAPEX each acquired a 25% effective working interest in
the block through their approximately 50% direct shareholding in EMPI. The Company received US$360
million in cash proceeds from the issuance of new shares in EMPI, which the Company used to reduce its
debt. As part of this transaction, each of Mitsubishi and JAPEX agreed to fund the Companys 50% portion
of the development capital expenditures at the Kangean block up to an aggregate of US$215 million by
way of a loan that will be repaid starting in June 2012 from the proceeds of 80% of the Companys net
entitlement of oil and gas revenues from the Kangean block. The Company believes that its strategic
alliance with Mitsubishi and JAPEX permits it to benefit from the exploration and development expertise of
its two partners while minimizing the development costs of its working interest in the Kangean PSC. The
Company has also partnered with PT Bumi Resources Tbk (Bumi), Indonesias largest coal company and
an affiliate of the Company, and PT Pertamina Hulu Energi Metana Kalimantan B (PHE) to explore and
develop the coal bed methane resources in the CBM Tabulako PSC and CBM Sangatta-2 PSC. The
Company believes that Bumis extensive experience in the coal industry, as well as its familiarity with the
Arutmin and Kaltim Prima Coal mines (where the coal beds in the CBM Tabulako PSC and CBM Sangatta-
xii
2 PSC are located), will be an important asset as the Company works to commercialize its resources in the
CBM Tabulako PSC and the CBM Sangatta-2 PSC as rapidly as possible.
The following table is the summary of the Companys subsidiaries, as follows:
No
Company Name
Address
PT EMP Energi
Indonesia
Wisma Mulia,
33rd Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
Gd. Wisma
Bakrie 2, 7th
Floor
Jl. H.R.
Rasuna Said
Kav.B-2
Jakarta 12920
Participation
Percentage
75%
49.99%
100%
100%
99.99%
99.99%
70%
xiii
Date of
Incorporat
ion
14
December
2004
Business Activities
21 August
2006
8 August
2005
No
8
Company Name
Address
Participation
Percentage
Gd. Wisma
70%
Bakrie 2,7th
Floor
Jl. H.R.
Rasuna Said
Kav.B-2
Jakarta 12920
9
PT Imbang Tata Alam Wisma Mulia,
99.99%
(Indonesia)
27th Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
10
EMP Holdings
10 Anson
100%
Singapore Pte. Ltd
Road, #03-05,
International
Plaza
Singapore
079903
11
Enviroco Company
A.C.T.
100%
Limited
Offshore
(Proprietary)
Limited
Oliaji Trade
Centre, 1st
Floor Victoria,
Mahe
Seychelles
12
Tunas Harapan
80 Raffles
100%
Perkasa Pte. Ltd
Place #16-20
UOB Plaza,
Singapore
048624
Ownership Through Energi Mega Pratama Inc. (B.V.I)
13
EMP Exploratioan
Clifford
100%
(Kangean) Ltd.
Chance
(England)
Secretaries
Limited
10 Upper
Bank Street ,
London E14
5JJ
United
Kingdom
14
Kangean Energy
113 Barksdale
100%
Indonesia Ltd
Professional
(Delaware)
Center,
Newark, DE
19711-3258
Delaware,
USA
Ownership Through RHI Corporation
15
Kondur Petroleum S. A Icaza,
100%
Gonzales-Ruiz
& Aleman,
Calle Aquilino
PT Artha Widya
Persada (Indonesia)
xiv
Date of
Business Activities
Incorporat
ion
21 January Undertake business in the fields of
2009
services, development, trading,
industry, printing, land transport,
auto workshop, agriculture, mining,
exploration and exploitation of oil
and gas.
1 June 2001 Undertake business in the fields of
forestry, plantation, agriculture,
services, trading, developer and/or
real estate, industry, printing,
mining, farming
4 October Undertakes business in general
2007
trading and to do investment
activity
17 May
2006
17 March
1966
29 August
1980
No
Company Name
Address
Participation
Percentage
de la Guardia
No.8,
IGRA
Building,Pana
ma, Republic
of Panama
Ownership Through PT Tunas Harapan Perkasa (Indonesia)
16
PT Semberani Persada Wisma Mulia,
99.99%
Oil
29th Floor
(Indonesia)
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
17
PT Insani Mitrasani
Wisma Mulia,
99.99%
Gelam
23rd Floor
(Indonesia)
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
18
Costa International
Wisma Mulia,
100%
Group Ltd (B.V.I)
27th Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
19
Kalila (Bentu) Ltd
Wisma Mulia,
100%
(B.V.I)
27th Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
20
Kalila (Korinci) Ltd
Wisma Mulia,
100%
th
(B.V.I)
27 Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
No
Company Name
Address
Participation
Percentage
75%
49.99%
100%
xv
Date of
Incorporat
ion
Business Activities
23
December
1994
21 April
1997
11 April
2000
18
Ownership of 100% working
September interest in Bentu Block PSC.
2003
18
December
2003
Date of
Incorporat
ion
Business Activities
14
December
2004
21 August
2006
No
Company Name
RHI Corporatioan
PT Tunas Harapan
Perkasa (Indonesia)
PT EMP Energi
Indonesia
PT Artha Widya
Persada (Indonesia)
10
EMP Holdings
Singapore Pte. Ltd
11
Enviroco Company
Limited
Address
Corporation
Service
Company
2711
Centerville
Road, Suite
400,
Wilmington
DE 19808,
County of New
Castle,
Delaware,
USA
Wisma Mulia,
33rd Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
Wisma Mulia,
33rd Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
Gd. Wisma
Bakrie 2, 7th
Floor
Jl. H.R.
Rasuna Said
Kav.B-2
Jakarta 12920
Gd. Wisma
Bakrie 2,7th
Floor
Jl. H.R.
Rasuna Said
Kav.B-2
Jakarta 12920
Wisma Mulia,
27th Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
10 Anson
Road, #03-05,
International
Plaza
Singapore
079903
A.C.T.
Offshore
(Proprietary)
Limited
Oliaji Trade
Centre, 1st
Participation
Percentage
100%
99.99%
99.99%
70%
Date of
Business Activities
Incorporat
ion
12 July 1984 Shares ownership in KPSA
8 August
2005
70%
99.99%
100%
100%
xvi
No
Company Name
Address
Participation
Percentage
Date of
Incorporat
ion
Floor Victoria,
Mahe
Seychelles
12
Tunas Harapan
80 Raffles
100%
17 May
Perkasa Pte. Ltd
Place #16-20
2006
UOB Plaza,
Singapore
048624
Ownership Through Energi Mega Pratama Inc. (B.V.I)
13
EMP Exploratioan
Clifford
100%
17 March
(Kangean) Ltd.
Chance
1966
(England)
Secretaries
Limited
10 Upper
Bank Street ,
London E14
5JJ
United
Kingdom
14
Kangean Energy
113 Barksdale
100%
29 August
Indonesia Ltd
Professional
1980
(Delaware)
Center,
Newark, DE
19711-3258
Delaware,
USA
Ownership Through RHI Corporation
15
Kondur Petroleum S. A Icaza,
100%
7 December
Gonzales-Ruiz
1967
& Aleman,
Calle Aquilino
de la Guardia
No.8,
IGRA
Building,Pana
ma, Republic
of Panama
Ownership Through PT Tunas Harapan Perkasa (Indonesia)
16
PT Semberani Persada Wisma Mulia,
99.99%
23
Oil
29th Floor
December
(Indonesia)
Jl. Jend Gatot
1994
Subroto No.42
Jakarta 12710
17
PT Insani Mitrasani
Wisma Mulia,
99.99%
21 April
Gelam
23rd Floor
1997
(Indonesia)
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
18
Costa International
Wisma Mulia,
100%
11 April
Group Ltd (B.V.I)
27th Floor
2000
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
19
Kalila (Bentu) Ltd
Wisma Mulia,
100%
18
(B.V.I)
27th Floor
September
xvii
Business Activities
No
20
Company Name
Participation
Percentage
Address
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
Wisma Mulia,
th
27 Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
100%
Date of
Incorporat
ion
2003
18
December
2003
Business Activities
In conducting its business operations, and in accordance with the relevent PSC, all assets acquired and
managed by the Company and its subsidiaries in the production of and increasing oil and gas reserves,
remain the Governments property. However, the Company and its subsidiary shall have the right to
operate and to receive benefits from the production or revenues generated by such assets (right to use).
On the basis of such matters, all such assets shall be recorded as oil and gas assets in the Companys and
its subsidiaries Consolidated Financial Statements.
All assets used for the oil and gas operational activities either direcly or indirectly by the Company and its
subsidiaries are obtained through the sale and purchase or rental mechanism. However, for any purchased
asset, it shall become Government property.
Information Regarding the Transaction
The Company, through PT EMP Energi Indonesia (EMP EI) intends to purchase a 10% (ten percent)
working interest owned by INPEX Masela, Ltd. (INPEX or Seller) in the Masela PSC. The Companys
plan to purchase the Sellers working interest (hereinafter referred to as Transaction) is done through
Masela FOA which has been signed on 4 November 2009 between the Company and INPEX.
By sigining the Masela FOA, the Company will indirectly take over 10% working interest in the Masela PSC
for an aggregate cash purchase consideration of approximately US$100 million, consisting a fixed sum of
US$77.25 million plus interest, adjustments and other related costs.
Based on the reserve certification by D&M dated 11 December 2008, it is estimated that as of 30 June
2008, the natural gas reserves in the Abadi gas field located in the Masela PSC consists of 9.8 TCF gross
proven natural gas reserves and 8.7 TCF gross probable natural gas reserves.
By executing the Transaction, the Company is expected to achieve the following benefits:
1.
2.
3.
4.
5.
6.
26,183,297,040 shares
Nominal Value
Rp 100,-
Offering Price
Rp. 185,-
11:20
Warrant Ratio
16 : 3
Rp. 190,-
xviii
13 January 2010
15 January 2010
Standby Buyers
- PT Danatama Makmur
- PT Madani Securities
Dilution
If there are still remaining unsubscribed Rights Shares, such remaining shares shall be purchased by PT
Danatama Makmur and PT Madani Securities (the Standby Buyer(s)), each has undertaken to exercise
its rights to subscribe for 17,106,031,372 Rights Shares and 4,145,574,302 Rights Shares, at the same
price as the price of the second Limited Public Offering of the Company of Rp 185.- (one hundred and
eighty five Rupiah) per share, in accordance with the terms and conditions of the Standby Buyer
Agreement dated No. 157 tanggal 24 November 2009 and Amendment of the Standby Buyer Agrement
No. 51 tanggal 10 December 2009, Robert Purba, S.H, Notary Public in Jakarta.
xix
Under the assumption that the entire Pre-Emptive Rights offered in this Second Rights Offering is exercised
by the shareholders, then the capital and shareholder structure before and after Second Rights Offering, is
described under the following proforma table is as follows:
BEFORE THE EXERCISING OF SECOND
RIGHTS OFFERING
Shares Amount
Nominal Value
%
55,000,000,000 5,500,000,000,000
Description
Authorized Capital
(1) (2)
(1) (2)
- PT Kondur Indonesia
- Rennier Abdul Rachman
(2)
Latief
(2)
- Julianto Benhayudi
3,000,000
300,000,000
0.02
8,454,545
845,454,500
0.02
761,967,536,500
18.78
2,703,755,775
270,375,577,500
18.78
7,619,675,365
3,775,000,000
377,500,000,000
26.21
10,638,636,363
1,063,863,636,300
26.21
1,094,853,772
109,485,377,200
2.70
388,496,500
38,849,650,000
2.70
50,000
5,000,000
0.00
140,909
14,090,900
0.00
21,222,349,458
2,122,234,945,800
52.29
7,530,511,097
753,051,109,700
52.29
- Public
Total Issued and Paid Up
40,584,110,412
4,058,411,041,200
100.00
14,400,813,372 1,440,081,337,200 100.00
Capital
14,415,889,588
1,441,588,958,800
40,599,186,628 4,059,918,662,800
Total porf folio Shares
Note:
(1) Pursuant to a statement letter dated 5 October 2009, each of PT Kondur Indonesia and PT Brantas Indonesia has advised the
Company that as of 30 September 2009, the 3,517,395,602 shares and 2,703,755,775 shares are held by them for the benefit
of PT Bakrie & Brothers Tbk.
(2) Founders shareholders
The Company does not have any intention to issue or list new shares or any other securities which can be
converted into shares other than those shares being offerred in this Second Rights Offering within 12
(twelve) months from the effective date of the Second Rights Offering, excepts for the shares arising from
the exercise of the Warrants.
Of the fund proceeds from the Second Rights Offering, after deducted by the rights issue fees, net funds shall
be used as follows:
1.
2.
Approximately 20.51% or Rp 945.1 billion (US$ 100 million) for the acquistion of a 10% working interest
in the Masela PSC from INPEX as seller (Target Asset);
Approximately 51.29% or Rp 2,362.7 billion (US$ 250 million) to repay the Companys indebtedness
under the existing Secured Term Loan facility;
3.
Approximately 8.47% or Rp 390.3 billion (US$ 41.3 million) to pay financing cost.
4.
Approximately 19.73% or Rp 908.8 billion (US$ 108 million), shall be used by Companys subsidiaries for
capital expenditure and additional working capital such for drilling well and for providing facility and
equipment.
The funds shall be provided to the subsidiries in the form loan of with no interest and no limit period which
shall be due and payable at any time declare by the Company.
While all the funds derived from the exercising of Warrant Series I, shall be provided as a loan to the
subsidiaries for working capital such for drilling well and for providing facility and equipment.
Pursuant to the Circular Regulation issued by Bapepam & LK (Capital Market and Financial Institution
Supervisory Board) No.SE-05/BL/2006 dated 29 September 2006 regarding Information Disclosure In Relation
to Costs to be Spent in the Public Offering, the total costs spent by the Company shall be approximately
4.890% of the fund proceeds of the Rights Offering, with the following details:
1.
2.
xx
d.
e.
Notary 0.006%
Other costs (Printing, advertisement, preparation of EGM etc) 0.064%
Business Risks
1. Risk as Holding Company
2. Risk of Oil and Gas Price Fluctuation
3. Risk of Oil and Gas Reserves Scarcity
4. Risk of Non Extension of Production Sharing Contract
5. Risk of Fire
6. Risk of Competition
7. Risk of Lawsuit or Claim
8. Risk of Government Policy/Regulation
9. Risk of Foreign Currency Exchange Rate
10. Risk of Unaccomplished Projection
xxi
.
30 June 2009
Gross Proved Reserves
Oil
(MMBBLS)
East Java
Kangean PSC
Sumatera
Malacca Strait PSC
Bentu PSC
Korinci Baru PSC
Gebang PSC
Sungai Gelam TAC
Kalimantan
Semberah TAC
Total Reserves
Gas
(BCF)
Total
(MMBOE)
Oil
(MMBBLS)
Gas
(BCF)
Total
MMBOE)
1.0
726.0
122.0
10.0
1,362.0
237.0
28.0
0.0
0.0
0.0
1.0
0.0
144.0
6.0
18.0
0.0
28.0
24.0
1.0
3.0
1.0
35.0
0.0
0.0
0.0
3.0
0.0
288.0
66.0
42.0
0.0
35.0
48.0
11.0
7.0
3.0
5.0
35.0
18.0
912.0
8.0
187.0
11.0
59.0
48.0
1,806.0
19.0
360.0
Notes:
These Gross Reserves represented the calculation by the Company gross proved reserves plus the gross probable reserves, which
was derived from deduction of the cumulative production post the certification date through 30 Jun 2009 from gross certified reserves.
Semberah TAC
Total Resources
0.0
18.1
3.0
0.0
66.0
11.0
0.3
0.0
0.0
1.6
39.7
29.1
102.5
0.0
6.9
4.9
17.1
1.6
0.8
0.0
0.0
4.4
71.3
83.3
413.2
0.0
12.7
13.9
68.9
4.4
0.1
2.0
0.0
189.4
0.1
33.6
0.6
5.8
0.0
633.8
0.6
111.5
Notes:
(1) Based on GCA reserve certification effectively dated 30 September, 2005.
(2) Based on GCA reserve certification effectively dated 31January 2008.
(3) Based on GCA reserve certification effectively dated 31January 2008.
(4) Based on GCA reserve certification effectively dated 30 September 2005.
(5) Based on GCA reserve certification effectively dated 30 Juni 2009.
(6) Based on GCA reserve certification effectively dated 31Januari 2008.
Table below is the Company estimation on the Prospective Resources dated 30 June 2009
30 June 2009
Estimated Gross Prospective Resources
Oil
Gas
Total
(MMBBLS)
(BCF)
(MMBOE)
Sumatra
Sungai Gelam TAC(1)
Kalimantan
(2)
Semberah TAC
CBM Tabulako PSC(3)
(4)
CBM Sangatta-2 PSC
Total Prospective Resources
Notes:
(1) Based on GCA reserve certification effectively dated 30 September, 2005.
(2) Based on GCA reserve certification effectively dated 31March 2006.
(3) Based on Trisakti University, Jakarta Report dated 31 December 2008.
(4) Based on Padjajaran University, Bandung report dated 19 December 2008.
xxii
0.8
0.0
0.8
1.2
0.0
0.0
2.0
8.9
819.5
700.8
1,529.2
2.6
136.6
116.8
256.8
Tables below are the data for Company contract areas and the estimated gross proved reserves and
working interest Proved Reserves plus the Probable Reserves for every production cooperation
agreements as at 30 June 2009. The working interest reserves represent the working interest of the
estimated Gross Proved Reserves plus Gross Probable Reserves of the Company. This is related to the
Companys working interest from the applicable contracts, without considering the cost recovery or share
of production which may be payable under PSC and other applicable contracts. The estimates of working
interest Proved Reserves plus Proved and Probable Reserves were performed through deduction of the
accumulated production from the certified date through June 30 2009 from each certification. Therefore,
the working interest reserves estimate listed below have not been recertified.
Working
Interest
(%)
East Java
Kangean PSC
Sumatera
Malacca
Strait
PSC
Bentu PSC
Korinci Baru PSC
Gebang PSC
Sungai
Gelam
TAC
Kalimantan
Semberah TAC
30 June 2009
Working Interest Proved and
Working interest Proved Reserves
(1)
Probable Reserves (1)
Oil
Gas
Total
Oil
Gas
Total
(MMBBLS)
(BCF)
50.00
0.5
363.0
61.0
5.0
681.0
118.5
60.49
16.9
0.0
16.9
21.2
0.0
21.2
100.00
100.00
50.00
100.00
0.0
0.0
0.0
144.0
6.0
9.0
24.0
1.0
1.5
0.0
0.0
0.0
288.0
66.0
21.0
48.0
11.0
3.5
1.0
0.0
1.0
3.0
0.0
3.0
5.0
23.4
18.0
540.0
8.0
113.4
11.0
40.2
48.0
1,104.0
19.0
224.2
100.00
Total Reserves
(MMBOE)
(MMBBLS)
(BCF)
MMBOE)
Note:
(1) The net numbers were calculated based on the estimation of the Gross Proved Reserves and Gross Proved Reserves plus Gross
Probable Reserves which were derived through deduction of the accumulated production from the certified date through June 30
2009 from each certification.
East Jawa
Kangean PSC(1)
Sumatera
Malacca
Strait
(2)
PSC
Gebang PSC(3)
Sungai
Gelam
(4)
TAC
Tonga PSC(5)
Kalimantan
Semberah TAC(6)
Total Resources
30 June 2009
Contingent Resources Working
Contingent Resources Working
Interest 1C
Interest 2C
Oil
Gas
Total
Oil
Gas
Total
Working
Interest
(%)
(MMBBLS)
(BCF)
50.0
0.0
9.1
1.5
0.0
33.0
5.5
60.49
0.2
24.0
4.2
0.5
43.1
7.7
50.00
0.0
14.6
2.4
0.0
41.7
6.9
100.00
0.0
0.9
102.5
0.0
17.1
0.9
0.0
2.4
413.2
0.0
68.9
2.4
100.00
0.1
1.2
0.0
150.2
0.1
26.2
0.6
3.5
0,0
531.0
0.6
92.0
(MMBOE)
Notes:
(1) Based on GCA reserve certification effectively dated 30 September, 2005.
(2) Based on GCA reserve certification effectively dated 31January 2008.
(3) Based on GCA reserve certification effectively dated 31January 2008.
(4) Based on GCA reserve certification effectively dated 30 September 2005.
(5) Based on GCA reserve certification effectively dated 30 Juni 2009.
(6) Based on GCA reserve certification effectively dated 31Januari 2008.
xxiii
(MMBBLS)
(BCF)
MMBOE)
30 June 2009
Net Estimate of Prospective Resources
Oil
(MMBBLS)
Gas
(BCF)
Total
(MMBOE)
100.00
0.8
0.0
0.8
100.00
70.00
42.00
1.2
0.0
0.0
2.0
8.9
573.7
294.3
876.9
2.6
95.6
49.1
148.1
Notes:
(1) Based on GCA reserve certification effectively dated 30 September, 2005.
(2) Based on GCA reserve certification effectively dated 31March 2006.
(3) Based on Trisakti University, Jakarta Report dated 31 December 2008.
(4) Based on Padjajaran University, Bandung report dated 19 December 2008.
2007
Oil
30 June
2008
Oil
Gas
2008
Gas
Oil
Gas
2009
Oil
Gas
0.1
0.0
10.5
7.2
0.3
0.0
7.3
1.7
0.1
N/A
6.4
N/A
0.0
N/A
3.5
N/A
0.2
N/A
2.7
N/A
2.0
0.0
0.1
0.5
-
1.9
0.0
0.1
1.9
2.0
0.4
0.1
2.0
0.0
0.1
3.2
5.8
0.4
0.1
1.0
0.0
0.0
1.4
2.9
0.2
0.0
1.1
0.0
0.1
2.5
3.2
0.2
0.2
0.2
2.4
18.2
0.3
2.6
2.7
16.1
0.3
2.5
4.8
20.7
0.2
1.2
2.0
10.0
0.1
1.6
2.1
10.8
Note:
(1) The Brantas PSC was deconsolidated in 2007
Table below summarized the Company drilling plan to explore the blocks in 2010, 2001 and 2012 in the
following producing areas:
Block
East Timur
Kangean PSC
Sumatra
Malacca Strait PSC
Bentu PSC and Korinci Baru
PSC
Gebang PSC
Tonga PSC
Sungai Gelam TAC
Kalimantan
Semberah TAC
CBM Tabulako PSC
CBM Sangatta-2 PSC
Planned wells to be Drilled
Wildcat
2010
Delineation
Wildcat
0
0
0
0
0
0
0
1
0
0
0
0
0
0
0
1
0
1
0
0
1
0
0
1
0
0
0
0
0
1
0
3
0
0
0
3
0
3
1
0
0
4
0
0
0
6
0
0
0
1
0
0
0
11
0
0
13
3
9
2011
Delineation
15
xxiv
Wildcat
2012
Delineation
Wildcat
Total
Delineation
0
32
Table below summarized the development drilling plan of the Company per block in 2010, 2011 and 2012:
Block
East Jawa
Kangean PSC
Sumatra
Malacca Strait PSC
Bentu PSC and Korinci Baru PSC
Gebang PSC
Tonga PSC
Sungai Gelam TAC
Kalimantan
Semberah TAC
Planned drilling of wells
2010
2011
2012
Total
7
6
1
0
5
12
4
0
5
9
11
0
1
5
8
30
10
2
10
22
2
26
18
48
14
39
35
114
Dividend Policy
Shares issued and offered to Shareholders in this Rights Issue will have the same and equal rights with the
shares issued by the Company before Second Rights Offering including but not limited to the right to the
distribution of dividends.
The Board of Directors of the Company propose that cash payment for dividend shall be made at least
once in a year on the basis of Percentage of Cash Dividend on Net Profits After Tax for 25% (twenty five
percent), by taking into consideration the financial capability of the Company health and without prejudice
to the right of General Meeting of Shareholders of the Company in accordance with the provisions of the
Companys Articles of Association.
Financial Highlights
The following tables set forth certain summary historical consolidated financial data of the Company and its
subsidiaries for the six months ended June 30, 2009 audited by KAP Tjiendradjaja and HandokoTomo
(previously
Handoko
Tomo)
with
unqualified
opinion
and
for
the
years
ended
December 31, 2008, 2007, 2006 and 2005 audited by KAP Jimmy Budhi & Rekan with unqualified opinion
and for the year ended December 31, 2004 audited by KAP Hans Tuanakota Mustofa & Halim with
unqualified opinion.
xxv
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Short-term investment
Trade receivables
Other receivables
Inventories
Prepaid expenses and advances
Prepaid Tax
Deferred of Rights Issue cost
Total Current Assets
2008
2007
December 31
2006
2005*
2004*
148.1
1,360.5
121.3
294.5
436.5
60.5
2,421.3
230.6
1,400.1
180.4
509.9
480.7
57.88
2,859.6
455.1
723.2
270.4
413.5
377.9
58.0
2,298.1
620.9
305.5
381.1
519.9
86.2
1,913.6
221.5
233.1
271.7
259.6
119.5
4.9
3.2
1,113.4
10.2
67.2
108.1
99.6
11.4
3.8
300.2
497.7
1,400.7
730.2
1.2
6,499.7
130.3
145.5
9,405.3
11,826.6
848.8
1,485.2
672.0
1.9
6,583.4
137.8
38.1
9,767.1
12,626.6
653.4
1,190.3
490.9
6.7
4,539.9
110.1
85.5
7,076.7
9,374.8
178.4
946.7
261.2
6.5
5,220.8
85.6
198.8
13.6
6,911.8
8,825.4
173.9
427.2
89.8
5.5
2,937.2
71.7
216.7
23.7
3,945.8
5,059.2
67.8
8.8
1.2
2,028.9
48.3
204.8
13.0
2,372.8
2,673.0
CURRENT LIABILITIES
Trade payables
Other payables
Accrued expenses
Taxes payable
Current maturities of long-term loans
Total Current Liabilities
562.4
349.8
342.0
233.8
2556.3
4,044.3
433.2
334.8
573.9
226.5
1,568.5
307.0
111.7
567.8
132.6
2,569.4
3,688.5
460.2
89.9
386.2
94.1
0.8
1,031.2
84.9
26.1
358.5
112.7
0.6
582.8
28.6
37.2
104.1
110.4
313.4
593.7
NON-CURRENT LIABILITIES
Due to related parties
Deferred tax liabilities - net
Employee benefits obligation
Abandonment and site restoration obligations
Subsidiarys dividend tax liability
Long-term loans - net of current maturities
Total Non-Current Liabilities
TOTAL LIABILITIES
66.4
600.4
135.5
129.3
3517.1
4,448.7
8,493.0
71.2
619.5
119.8
137.8
6,363.1
7,311.4
8,879.9
61.4
420.5
89.3
138.2
370.6
1,254.0
2,334.1
6,022.6
221.0
350.1
84.1
103.7
198.8
4,941.7
5,899.5
6,930.7
381.0
257.0
15.5
83.0
216.7
2,881.5
3,834.7
4,417.5
431.1
238.3
17.1
51.1
204.8
706.8
1,649.3
2,243.0
NON-CURRENT ASSETS
Restricted long-term cash
Due from related parties
Deferred tax assets - net
Fixed assets - net
Oil and gas properties - net
Abandonment and site restoration fund
Reimbursement of Subsidiarys dividend tax paid
Other non-current assets
Total Non-Current Assets
TOTAL ASSETS
35.5
35.5
0.0
EQUITY
Issued and paid-up capital
Additional paid-in capital - net
Difference in value from restructuring transactions of entities under common control
Difference due to change of equity of Subsidiary
Translation adjustments
Retained earnings (Deficit)
Equity - Net
1,440.1
3,354.8
(2,634.7)
1,263.0
252.7
(377.9)
3,298.0
1,440.1
3,354.7
(2,634.6)
1,263.0
421.2
(133.2)
3,711.2
1,440.1
3,354.7
(2,634.6)
1,263.0
27.3
(98.2)
3,352.2
1,440.1
3,354.7
(2,625.4)
(82.1)
(192.6)
1,894.7
949.1
158.4
(793.3)
56.5
271.0
641.7
949.1
158.4
(793.3)
42.2
75.2
431.6
11,826.6
12,626.6
9,374.8
8,825.4
5,059.2
2,673.0
0.0
(1.5)
June 30
2009
NET SALES
COST OF GOODS SOLD
GROSS PROFIT
OPERATING EXPENSES
INCOME FROM OPERATIONS
OTHER INCOME (CHARGES)
INCOME (LOSS) BEFORE TAX BENEFIT (EXPENSE)
TAX BENEFIT (EXPENSE)
INCOME (LOSS) BEFORE MINORITY INTEREST IN NET LOSS OF CONSOLIDATED SUBSIDIARIES
MINORITY INTEREST IN NET LOSS OF CONSOLIDATED SUBSIDIARIES
NET INCOME (LOSS)
2008
2007
December 31
2006
2005*
2004*
701.6
(592.5)
109.1
(89.1)
20.0
(328.2)
(308.2)
62.9
1,859.1
(1,073.4)
785.7
(203.1)
582.6
(564.0)
18.6
(55.5)
1,137.5
(795.2)
342.3
(178.7)
163.6
(215.4)
(51.8)
167.4
1,459.5
(930.6)
528.9
(222.5)
306.4
(590.2)
(283.8)
20.4
1,479.36
(1,004.03)
475.3
(139.89)
335.4
(160.66)
174.8
22.01
855.08
(539.97)
315.1
(59.06)
256.1
(31.11)
224.9
(150.33)
(245.2)
0.5
(244.7)
(36.9)
1.9
(34.9)
115.6
0.0
115.6
(263.4)
(263.4)
196.8
(0.97)
195.8
74.6
(0.44)
74.2
Note:
*before restatement
** noncomparable
RATIOS
30-Jun
2009
2007
December 31
2006
2005*
2004*
FINANCIAL RATIOS
Debt to Equity Ratio (%)
Debt to Asset Ratio (%)
Net Profit Margin (%)
Return On Equity (%)
Gross Profit Margin (%)
Operating Margin
ROA (%)
Oil & Gas Properties to Total Assets Ratio(%)
Net Sales to Total Assets Ratio(%)
Operating Expense to Operating Income Ratio(%)
Net Working Capital to Net Sales Ratio(%)
Net Cashflow to Current Liabilities Ratio(%)
Net Sales Growth to Cashflow from Operation (%)
257.5
71.8
(34.9)
(7.4)
15.6
2.9
(2.1)
55.0
5.9
445.5
1.3
0.1
n/a
239.3
70.3
(1.9)
(0.9)
42.3
31.3
(0.3)
52.0
14.7
34.9
0.7
0.1
n/a
179.7
64.2
10.2
3.4
30.1
14.4
1.2
48.0
12.1
109.2
(1.2)
(0.4)
n/a
365.8
78.5
(18.0)
(13.9)
36.2
21.0
(3.0)
59.0
16.5
72.6
0.6
(0.1)
n/a
688.4
87.3
13.2
30.5
32.1
22.7
3.9
58.0
29.2
41.7
0.4
0.4
n/a
519.7
83.9
8.7
17.2
36.9
29.9
2.8
76.0
32.0
23.1
0.0
0.0
n/a
GROWTH RATIOS
Total Assets (%)
Total Liabilities (%)
Equity (%)
Net Sales (%)
Gross Profit (%)
Operating Expenses (%)
Income (loss) from Operations (%)
Net Income (loss) (%)
(6.3)
(4.4)
(11.1)
**
**
**
**
**
34.7
47.4
10.7
63.4
129.5
13.7
256.1
(130.2)
6.2
(13.1)
76.9
(22.1)
(35.3)
(19.7)
(46.6)
(143.9)
74.4
56.9
195.3
(1.3)
11.3
59.0
(8.7)
(234.5)
89.3
96.9
48.7
73.0
50.8
136.9
31.0
164.0
303.4
109.1
(202.2)
66.6
73.4
36.8
84.8
382.86
445.9
229
1,371,2
257.7
974.8
232.8
2,111.5
131.6
1,116.4
67.5
Note:
*before restatement
** noncomparable
2008
xxvi
309.4
45.4
Business Strengths
xxvii
I.
The Board of Directors on behalf of the Company is conducting a shares offering II (Second Rights
Offering) with Pre-Emptive Rights to its shareholders of 26,183,297,040 new common shares with a
nominal value of Rp.100 per share having Rp. 185 as the offering price of each share, thus the total
amount proceed would be Rp 4,843,909,952,400. All of the new shares derived from the exercise of
the Pre-Emptive Rights are issued from unissued capital of the Company and will be listed in
Indonesia Stock Exchange (IDX).
Each shareholder who held 11 (eleven) shares registered under the Shareholders Registry of the
Company on 13 January 2009 at 4 PM is entitled to subscribe to 20 (twenty) shares at the offering
price of Rp.185 (the Offering Price), the Offering Price has to be paid in full at the time of
subscribing the shares.
In this Second Rights Offering, the Company shall also issue 4,909,368,195 of Warrant Series I which
attached to the shares resulted from the exercising of Pre-Emptive Rights with a nominal value of Rp.
100 of each share.
Each of the holder of 16 (sixteen) shares resulted from the exercising of Pre-Emptive Rights whose
name is listed Shareholders Registry of the Company at the Allotment Date i.e 11 Februari 2010
shall receive 3 (three) Warrants whereby each of 1 (one) Warrant shall give right to the holder to
purchase 1 (one) new share of the Company issued from the Company unissued capital having a
nominal value of Rp 100,- per share with an exercise price of Rp 190,- with the total amount
proceeds from Warrant sales expected to be Rp. 932,779,957,050.
The period to exercise the Warrant Series I commences 15 January 2010 and ends 14 January
2013.
The expanded sharesbase of the Company resulting from the exercise of Pre-Emptive Rights and
from the exercise of Warrant Series I offered by the Company in this Second Rights Offering is
issued from the Companys unissued capital and shall be listed in IDX.
The holder of the Warrant shall have no right as a shareholder including have no right to receive
dividends as long as such Warrants have not been converted into shares. If the Warrants are not
exercised before expiry, such Warrants shall expire.
The Company is an active oil and gas exploration, development, and production company in both onshore and offshore Indonesia, through the direct and
indirect ownership of its subsidiaries
Principal Office
Wisma Mulia, 33rd Floor
Jl. Jend. Gatot Subroto No. 42, Jakarta 12710 - Indonesia
Phone : (021) 5290 6250
Fax :(021) 5290 6254
Website : www.energi-mp.com
THE MAIN RISK THAT FACES THE COMPANY IS THE RISK OF BEING A HOLDING COMPANY, WHEREBY
AS A HOLDING COMPANY, THE COMPANY IS FULLY RELIANT ON ITS SUBSIDIARIES THAT HOLD
WORKING INTERESTS CONDUCTING THE ACTIVITIES OF EXPLORATION, DEVELOPMENT AND
PRODUCTION OF OIL AND GAS ASSET
Before the execution of Second Rights Offering, the Company has listed all issued shares in IDX
which constitute the entire paid up and issued shares of the Company, with the following detail:
Description
Initial Offering
Company Listing
Rights Issue I
Listing Date
Amount of the
Shares
4 June 2004
7 June 2004
6 January
2006
2,847,433,500
6,644,011,677
4,909,368,195
Accumulation of
the total amount
of the share
2,847,433,500
9,491,445,177
14,400,813,372
Nominal Amount
284,743,350,000
949,144,517,700
1,440,081,337,200
Shareholder structure of the Company based on the Shareholder Register dated 30 September 2009
is as follows:
CAPITAL STOCK
Common Shares
Nominal Amount Rp 100,- per share
Description
Shares Amount
A,
Authorized Capital
B,
Nominal Amount
55,000,000,000
5,500,000,000,000
3,000,000
2,703,755,775
3,775,000,000
388,496,500
50,000
7,530,511,097
14,400,813,372
300,000,000
270,375,577,500
377,500,000,000
38,849,650,000
5,000,000
753,051,109,700
1,440,081,337,200
C,
40,599,186,628
4,059,918,662,800
0.02
18.78
26.21
2.70
0.00
52.29
100,00
Note:
(1) Pursuant to statement letter dated 5 October 2009, each of PT Kondur Indonesia and PT Brantas Indonesia has advised
the Company that as of 30 September 2009, the 3.517.395.602 shares and 2.703.755.775 shares are held by them for the
benefit of PT Bakrie & Brothers Tbk.
(2) Founder Shareholder
In connection with the Companys plan to issue new shares in this Second Rights Offering, the
Company shall need to seek approval from its shareholder in Extraordinary General Meeting of
Shareholder which will be convened on 31 December 2009.
Under assumption that the entire Pre-Emptive Rights offered in this Second Rights Offering is exercised
by the shareholders, then the capital and shareholder structure before and after Second Rights Offering,
is described under the following proforma table as follows:
Description
Authorized Capital
(1) (2)
3,000,000
300,000,000
0.02
8,454,545
845,454,500
0.02
761,967,536,500
18.78
2,703,755,775
270,375,577,500
18.78
7,619,675,365
3,775,000,000
377,500,000,000
26.21
10,638,636,363
1,063,863,636,300
26.21
388,496,500
38,849,650,000
2.70
1,094,853,772
109,485,377,200
2.70
50,000
5,000,000
0.00
140,909
14,090,900
0.00
7,530,511,097
753,051,109,700
52.29
21,222,349,458
2,122,234,945,800
52.29
14,400,813,372
1,440,081,337,200
100.00
40,584,110,412
4,058,411,041,200
100.00
14,415,889,588
1,441,588,958,800
In the event all of the Warrant held by the shareholders after the exercising of this Second Rights
Offering is fully exercised into new shares of the Company, then the capital structure of the paid up
and issued shares after Warrant exercising is as follows:
BEFORE EXERCISING OF WARRANT
Description
Shares Amount
Authorized Capital
Nominal Amount
55,000,000,000
5,500,000,000,000
8,454,545
845,454,500
Shares Amount
Nominal Amount
55,000,000,000
5,500,000,000,000
9,477,272
947,727,200
0.02
(1) (2)
(1) (2)
(2)
(2)
- Public
Total Paid up and issued shares
Total of the unissued capital
0.02
7,619,675,365
761,967,536,500
18.78
8,541,410,288
854,141,028,800
18.78
10,638,636,363
1,063,863,636,300
26.21
11,925,568,181
1,192,556,818,100
26.21
1,094,853,772
109,485,377,200
2.70
1,227,295,760
122,729,576,000
2.70
140,909
14,090,900
0.00
157,954
15,795,400
0.00
21,222,349,458
2,122,234,945,800
52.29
23,789,569,152
2,378,956,915,200
52.29
40,584,110,412,0
4,058,411,041,200
100.00
45,493,478,607
4,549,347,860,700
100.00
14,415,889,588
1,441,588,958,800
9,506,521,393
950,652,139,300
Note:
(1) Pursuant to statement letter dated 5 October 2009, each of PT Kondur Indonesia and PT Brantas Indonesia has advised the Company
that as of 30 September 2009, the 3.517.395.602 shares and 2.703.755.775 shares are held by them for the benefit of PT Bakrie &
Brothers Tbk.
(2) Founder Shareholder
The holders of Pre-Emptive Rights who choose not to exercise their rights to subcribe new share in
this Second Rights Offering, shall have right to sell such right to any party starting from 15 January
2010 to 8 February 2010 through the IDX or outside the IDX, in accordance with the Regulation No.
IX.D.1.
In the event that the rights offered in the Second Rights Offering are not fully subscribed by the
holders of rights, the remaining rights shares will be allotted to any other holders of rights who applied
to subscribe for more than their entitlement, in proportion to their relative shareholding on the cum
rights date.
PT Bakrie & Brothers, as one of the largest shareholders of the Company, has undertaken to
exercise its rights to subcribe at the minimum of 4,931,691,366 shares or 18.84% offered in the
Companys Second Rights Offering as stated under Surat Pernyataan Kesanggupan (Undertaking
Letter to Subcribe to Shares) dated 9 December 2009.
If there are still remaining unsubscribed Rights Shares, such remaining shares shall be purchased by
PT Danatama Makmur and PT Madani Securities (the Standby Buyer(s)), each has undertaken to
exercise its rights to subscribe for 17,106,031,372 Rights Shares and 4,145,574,302 Rights Shares,
at the same price as the price of the second Limited Public Offering of the Company of Rp 185.- (one
hundred and eighty five Rupiah) per share, in accordance with the terms and conditions of the
Standby Buyer Agreement dated No. 157 tanggal 24 November 2009 and Amendment of the Standby
Buyer Agrement No. 51 tanggal 10 December 2009, Robert Purba, S.H, Notary Public in Jakarta.
Considering that the shares offerred is 26,183,297,040 shares, then the existing shareholder who
chooses not to exercise their Pre-Emptive Rights to purchase the shares may suffer dillution of their
ownership precentage in the maximum amount of 64.52% after the exercising of their Pre-Emptive
Rights and in the maximum amount of 68.35% after exercising of the Warrants.
The shares issued by the Company in this Second Rights Offering shall have the equal and same
right in every manner with the shares that has been paid up and issued by the Company.
The Company does not have any intention to issue or list new shares or any other securities which
can be converted into shares other than those shares being offerred in this Second Rights Offering
within 12 (twelve) months from the effective date of the Second Rights Offering, except for the shares
arising from the exercise of the Warrants herein described.
II.
Of the fund proceed from the Second Rights Offering, after deducted by the rights issue fees, shall be
used for:
1.
Approximately 20.51% or Rp 945.1 billion (US$ 100 million) for the acquistion of a 10% working
interest in Masela PSC from INPEX as seller (Target Asset);
Conditions precedent to be fulfilled before the closing of the acquisition includes amongst other
things INPEX obtaining written approval for the assignment of the working interest to EMP EI from
BPMIGAS, and approval from the Japan Oil, Gas and Metals National Corporation as shareholder
of INPEX.
2.
Approximately 51.29% or Rp 2,362.7 billion (US$ 250 million) to repay indebtedness under the
Companys existing Secured Term Loan facility;
Pursuant to the Secured Term Loan facility, the detail of the lenders are as follows:
No
Participation Amount
(US$)
Lender
6,000,000
2,000,000
3,000,000
5,000,000
10,000,000
10,000,000
56,000,000
1
2
3
4
5
6
158,000,000
Total
250,000,000
80,000,000
5,000,000
11,000,000
10,000,000
80,000,000
14,000,000
200,000,000
Based on the letter from the lender dated 11 December 2009, the lender has given its consent for
the repayment of such indebtedness. The detail of the repayment of indebtedness is as follows:
Junior Credit Agreement in the amount of US$ 200 million
Senior Credit Agreement in the amount of US$ 50 juta (proportionally for each of the lender)
Under assumption of the exchange rate: 1 US$ equals to Rp 9,451
Promptly after the funds from the Second Rights Offering is received by the Company, and
simultaneously with the repayment of the indebtedness to the Junior Lender under the Junior Credit
Agreement, the Company will pay financing costs in the amount of US$ 41.3 million (under
assumption of exchange rate 1 US$ equal to Rp 9,451).
3.
Approximately 8.47% or Rp 390.3 billion (US$ 41.3 million) to pay financing cost.
Based on the Junior Credit Agreement, the Company is obliged to pay a guaranteed return to
the lenders in the amount of 25% per annum (guaranteed return) (including interest that has
been paid).
4.
Financing costs shall mean the difference between the guaranteed return and interest
realization which has been paid by the Company. The financing cost shall be paid to the Junior
lender (Junior Credit Agreement)
Company stated that the Company is not with the lender stated above.
Approximately 19.73% or Rp 908.8 billion (US$108m), shall be used by Companys subsidiaries for
capital expenditure and additional working capital such as drilling costs and facility and equipment
costs.
The funds shall be provided to the subsidiries in the form of a loan of with no interest and no limit
period which shall be due and payable at any time declared by the Company.
While all the funds derived from the exercising of Warrant Series I, shall be provided as a loan to the
subsidiaries for working capital such for drilling cost and acility and equipment costs.
The Acquisition Transaction by the Company is considered a material transaction which does not require
shareholder approval as governed under the Regulation No. IX.E.2. regarding Material Transaction
and Changing of Core Business, dated 25 November 2009, further detail see Chapter III of this
Prospectus.
The Transaction is not considered as Affiliated Transaction nor Conflict Interest Transaction as
governed under Bapepam-LK Regulation Nomor IX.E.1, Attachement of the Bapepam-LKs
Chairman Decision No. Kep-421/BL/2009 dated 25 November 2009 regarding Affiliated Transaction
and Conflict Interest of Certain Transaction.
The Company shall make report on the realization of the rights issues fund proceed utilisation to the
Companys shareholder in Annual General Meeting of Shareholders and to Bapepam - LK periodically
in accordance with the Regulation No. X.K.4.
Pursuant to the Circular Regulation issued by Bapepam & LK (Capital Market and Financial Institution
Supervisory Board) No.SE-05/BL/2006 dated 29 September 2006 regarding Information Disclosure In
Relation to Cost to be Spent in the Public Offering, the total costs spent by the Company shall be
approximately 4,890% of the fund proceed of the Second Rights Offering, with the following details:
1.
2.
Should the Company intent to alter the plan of fund utilization of this Second Rights Offering, then the
Company shall inform Bapepam-LK of such an intention outlining reasons for such an alteration and
the Company shall require shareholder approval before such usage.
III.
1.
The Company, through PT EMP Energi Indonesia ("EMP EI") intends to purchase 10% (ten percent)
working interest owned by INPEX Masela, Ltd. ("INPEX" or "Seller") on Masela PSC. The plan to
purchase a working interest from the Seller by the Company (hereinafter referred to as "Transaction")
carried out through the Masela FOA dated 4 November 2009 between the Company and INPEX.
By signing the Masela FOA, the Company indirectly, will take over 10% working interest in Masela
PSC for an estimated aggregate cash purchase consideration of approximately US$ 100 million (one
hundred million United States Dollars) consisting of a fixed sum of US$ 77.25 million (seventy-seven
million two hundred and fifty thousand United States Dollars) plus interest, adjustments and other
related costs.
The transaction is categorized as a material transaction which does not require approval from the
General Meeting of Shareholders as defined in Rule IX.E.2 dated 25 November 2009, because the
Transaction Value does not exceed 50% (fifty percent) of the Company's equity value, according to
the Consolidated Financial Statements of the Company and its Subsidiaries for the period of 6 (six)
months ended 30 June 2009 that have been audited by Public Accountant Office Tjiendradjaja and
Handoko Tomo (formerly Handoko Tomo). However, this Transaction is not a Conflict of Interest
Transaction as defined in Rule IX.E.1.
2.
The following chart described the structural group operation of the Company after the Transaction (below diagram contains Indonesian language)
J u li a n to
B e n ha y ud i
J u l ia n t o
B e nha y u di
S u p ar t o n o
0. 2 %
99.8%
5 2 .2 9 %
0 .2 %
9 9 .8 %
P T Kondur
In d o n e s ia
M a s y a ra k a t
PT EMP
E n e rg i
In d o n e s ia
W I- 1 0 %
70 %
P T V is i M u l t i
A r th a
(
( I n d o n e s i a)
W I-6 0 %
P T A r tha
W id y a
P e r sa d a
( In d o n e s ia )
EMP
E x p l o r at i o n
(K a n g e a n )
L t d . ( E n g la n d )
4 0%
K a n g ea n
E n er g y
I n d o n es i a
L td .
( D e l a wa r e )
60%
100%
K ond ur
P e t ro le u m
S .A
3 4. 4 6 %
P T Im b a n g
T a ta A la m
(I nd one s i a )
M AS E LA P S C
G MB
T a b u la k o
PSC
T on ga
PSC
W I-1 0 0 %
P T T u n as
H a r ap a n
P er k a s a
(In d o n e s ia )
99.99%
9 9 . 99 %
9 9 . 9 9%
PT
Se m b e ra n i
P e rs a d a O il
( In d o n e s ia )
100%
100%
P T In s a n i
M it r a s a n i
G elam
(I nd one s i a )
C os ta
In te r n a t
io n a l
G ro u p
Ltd
( B . V .I )
100%
1 00 %
K a l li la
( B e n t u ) L td
( B .V . I)
W I -1 0 0 %
W I - 5 0%
K al li l a
(K o ri n c i ) L t d
(B .V . I)
W I - 100%
W I- 6 0 .4 9 %
M a l a c ca S t ra i t P S C
Ka ng e a n P S C
100%
Tun a s
H a r ap a n
P e rs a d a P t e ,
L td
E n v ir o c o
C om pa n y
L i m it e d
2 6 . 0 3%
W I - 100%
W I- 7 1 . 25 %
GM B
S a ng a tta -2
PSC
0 .0 0 0 0 %
9 9 .9 9 %
E M P H o ld i n g s
S in g a p o re
P t e . L td
RH I
C o rp o r a ti o n
100%
100%
W I -1 0 0 %
100%
100%
E n e rg y M eg a
P e rs a d a P T E .
LTD
(S i n g a p o r e )
J u l i an t o
B en h a yu d i
2. 7 0 %
100%
E ne r gi M e ga
P ra t a m a I n c .
(B .V . I)
70 %
R en n i er A b d u l
R a c h m a n L a ti e f
0.02 %
49 . 9 9 %
P T M o s es a
Pe t r o l e u m
7 8. 3 9 %
P T B a k rie &
B r o th e r s T b k
1 8. 7 8 %
0 .0 0 0 0 2 %
Pu b lic
( les st ha n 5% )
2 1. 6 1 %
P T B r an tas
In d o n e s ia
2 6 .2 1 %
75 %
99.99 %
S u p a rt o n o
S e m b e ra h
TA C
S ung a i
Ge la m
T AC
G e b a ng
PSC
B e n tu
PSC
W I - 100%
K o ri n c i
B a r u PS C
ote: Pursuant to the statement letter dated 5 October 2009, on 30 September 2009 PT Kondur Indonesia and PT Brantas Indonesia each retained in amount of 3,517,395,602 shares and
2,703,755,775 shares respectively for and on behalf PT Bakrie & Brothers.
10
11
Exploration. INPEX commenced a 2D seismic survey over the Masela PSC in February 1999 and
completed it in March 1999, acquiring 2,961 square kilometers. The Abadi gas field in the Masela
PSC was discovered in 2000, when the Abadi-1 exploratory well was drilled in the west Arafura sea.
Upon testing, the Abadi-1 well flowed approximately 25 MMCFD. From July 2001 to September 2001,
INPEX completed a 2,060 square kilometer 3D seismic survey over the Abadi gas field area. In 2002,
the Abadi-2 and Abadi-3 appraisal wells were drilled and tested at 18.6 MMCFD and 13.8 MMCFD,
respectively. From May 2007 to July 2008, the Abadi-4, 5, 6 and 7 appraisal wells were drilled. All four
of these wells confirmed the extension of the gas reservoir, and the Abadi-4, 5 and 6 wells were
tested at 28.5 MMCFD, 29.5 MMCFD and 53.5 MMCFD, respectively.
Production. At present, the Masela PSC remains under development and no commercial quantities of
natural gas have been produced from the block. The development scheme involves the construction
of a floating LNG production vessel.
Pursuant to the terms of the Masela PSC, once production of natural gas has commenced, BPMIGAS
and INPEX are entitled to FTP equal to 15% of total production per year, which is divided between
them in proportions of 28.5714% and 71.4286%, respectively. After deduction of FTP, the parties are
allowed to recover certain operating costs. After deduction of FTP and operating costs, BPMIGAS and
INPEX shall be entitled to take and receive 28.5714% and 71.4286% of natural gas production per
year, respectively.
Strategy. The Company believes the Acquisition is a strategic fit to the Companys growth as it
balances the Companys existing strong domestic gas position with the ability to sell LNG to the
international market at international gas prices, which have historically been significantly higher than
the prices obtainable from domestic offtakers. Furthermore, the expected start of commercial gas
production at the Masela PSC will coincide with the start of gas production decline at the Companys
developments in the Kangean PSC. The Acquisition will thus help ensure that the Company has
sustained gas production and sales over the next decade.
The Company expects that the regional LNG business will continue to grow strongly and plans to
target the traditional LNG markets of Japan, Korea, Taiwan and other countries in Asia. Demand for
LNG is predicted to steadily increase as new markets emerge as a consequence of increasing energy
demand in the region. Particularly, China and India could both exceed 100 BCF of annual gas
consumption in the near to medium term, translating to 30 BCF of additional LNG imports (source:
Natural Gas Market Review (2009)). The Company believes that Indonesia is a preferred seller of gas
to these markets because of its relatively close proximity to them.
The Company also believes that its partnership with INPEX Masela will provide it with significant
operational and business synergies and advantages, particularly by permitting the Company to benefit
from INPEXs successful exploration and appraisal to date of the Abadi gas field, as well as INPEXs
marketing experience in selling LNG to Japan. The Company believes that the Acquisition will be able
to add value to the Company.
Development Plans
The approved development concept of the Masela PSC entails the use of a subsea production
system combined with floating LNG technology. Floating LNG technology is the integration of, existing
technologies, including an onshore LNG processing plant, conventional oil/LPG FPSO, and LNG
carriers. INPEX Masela has been heavily involved in the research and development of the floating
LNG technology.
Initial development of the Masela PSC is focused on the north block, which contains most of the
Masela PSCs gas reserves. Furthermore, five of the seven explorations and appraisal wells have
been drilled in the north block and its reservoir characteristics are therefore well understood.
The development is planned to utilize multiple subsea drilling centers due to its deepwater
environment and large area. Under current development plans, 18 wells with five subsea drilling
centers are required to develop the proved reserves area in the north block. Each subsea drilling
center willl have three to four wells. Gas is planned to be collected from producers in the subsea
drilling centers and transferred to a floating LNG plant with dual production lines and flexible risers.
12
The floating LNG plant is expected to be capable of producing annual average of 4.5 MMTPA of LNG
for more than 30 years.
Schedule (Time Schedule) contained in the Development Plan (Plan of Development) which has been
submitted to BPMIGAS in September 2008 are as follows:
FEED begins
: 3Q 2009 for 20 months
Project Final Investment Decision: 3Q 2011
EPC Period
: 53 months into the project start-up or 58 months into the first cargo
First Cargo
: 3Q 2016
This schedule will be explored further during the implementation of FEED work and can be revised as
necessary.
INPEX is currently working on the preparation for front end engineering and design (FEED) activities
related to the project. Construction on the project has not yet begun, but will be subject to the Masela
PSC and the standard tendering process in Indonesia. Commercial production is expected to begin in
2016.
When completed, the Masela PSC will be one of the first, if not the first, project in the world to
successfully deploy floating LNG technology and is expected to produce 4.5 MMTPA for a period of
more than 30 years and an estimated condensate production rate of 13,000 barrels per day. The
Company believes that its experience with the Masela PSC will enable it to acquire valuable technical
and operational expertise on a significant deepwater exploration and development project.
Capital Expenditures
INPEXs capital expenditures in respect of the Masela PSC for the years ended 31 December 2006,
2007 and 2008 were US$ 11.7 million, US$ 113.9 million and US$ 139.9 million, respectively.
The Company expects that the total investment in the north block of the Abadi gas field of the Masela
PSC pursuant to current development plans will amount to approximately US$ 10 billion, more than
half of which will be utilized for the development of the floating LNG production system. The Company
will explore various financing alternatives to finance its portion of the investment for the floating LNG
production system. One of the financing alternatives is a consortium loan as usually applied in the
LNG project in Indonesia, while the rest of the financing will be from each working interest holder.
The Company anticipates that its portion of the planned capital expenditures in respect of the Masela
PSC, after the Acquisition Closing, will amount to approximately US$ 40 million total over the next
three years. Such capital expenditures will primarily relate to its portion of the costs of front end
engineering and design and the construction of the subsea production system. The Company expects
that its capital expenditure requirements with respect to the Target Asset will be financed primarily
from the proceeds of the Rights Offering.
2.4 Benefit of Transaction
By doing this Transaction, the Company is expected to benefit as follows:
-
13
ASSETS:
CURRENT ASSETS
Cash and cash equivalents
Short-term investment
Trade receivables
Other receivables
Inventories
Prepaid expenses and advances
Total Current Assets
NON-CURRENT ASSETS
Restricted long-term cash
Due from related parties
Deferred tax assets - net
Fixed assets - net
Oil and gas properties - net
Abandonment and site restoration fund
Investment in shares of stock
Others non-current assets
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Trade payables
Other payables
Accrued expenses
Taxes payable
Current maturities of long-term loans
Total Current Liabilities
NON-CURRENT LIABILITIES
Due to related parties
Deferred tax liabilities - net
Employee benefits obligations
Abandonment and site restoration
obligation
Long-term loans - net of current
Total Non-Current Liabilities
Total Liabilities
EMP Tbk
Consolidated
EMPEI
Combined
30 Juni
2009
(audited)
30 Juni
2009
(unaudited)
148.1
148.1
1,360.5
121.3
294.5
436.5
60.4
2,421.3
1,360.5
121.3
294.5
436.5
60.4
2,421.3
497.7
1,400.7
730.2
1.2
6,499.7
0.1
-
497.7
1,400.8
730.2
1.2
6,499.7
130.3
-
130.3
-
145.5
9,405.3
0.1
11,826.6
Adjustments
and
Eliminations
4,843.9
(236.9)
(2.362.8)
(390.3)
(945.1)
908.9
1,057.0
497.7
1,400.7
730.2
1.2
7,404.1
145.5
9,405.4
(0.1)
945.1
(40.8)
0.1
(0.1)
904.2
145.5
10,309.6
0.1
11,826.7
1,813.1
13,639.8
562.4
349.8
342.0
233.8
2,556.3
562.4
349.8
342.0
233.8
2,556.3
(2,556.2)
562.4
349.8
342.0
233.8
0.1
4,044.4
4,044.4
(2,556.2)
1,488.2
66.4
66.4
66.4
600.4
135.5
600.4
135.5
945.2
(945.2)
-
600.4
135.5
129.3
129.3
129.3
3,516.9
4,448.6
8,493.0
3,517.0
4,448.6
8,493.0
(2,556.3)
3,517.0
4,448.5
5,936.7
14
1,360.5
121.3
294.5
436.5
60.4
3,330.1
130.3
-
35.5
35.5
0.0
35.5
1,440.1
0.1
1,440.2
4,058.4
3,354.7
3,354.7
2,618.3
(0.1)
2,225.6
(236.9)
(2,634.6)
(2,634.6)
(2,634.6)
1,263.0
252.7
(377.9)
3,298.0
11,826.6
0.1
0.1
1,263.0
252.7
(377.9)
3,298.1
11,826.7
(237.6)
4,369.3
1,813.2
1,263.0
252.7
(615.5)
7,667.5
13,639.8
5,343.5
PROFIT (LOSS)
NET SALES
COST OF GOODS SOLD
GROSS PROFIT
OPERATING EXPENSES
INCOME FROM OPERATIONS
OTHER INCOME (CHARGES)
Interest income
Gain on foreign exchange - net
Overhead cost recovery
Financing charges
Prior year underlift adjustment
Others
Other Charges - Net
LOSS BEFORE TAX BENEFIT
Tax benefit - Net
LOSS BEFORE MINORITY INTEREST
IN NET LOSS OF CONSOLIDATED
SUBSIDIARIES
Minority interest
NET LOSS
EMP Tbk
Consolidated
EMPEI
Combined
30 Juni
2009
(audited)
30 Juni
2009
(unaudited)
Adjustments
and
Eliminations
(in billionRupiah)
EMP Tbk
Consolidated
Proforma
30 Juni
2009
(Proforma)
701.6
(592.5)
109.1
(89.1)
20.0
701.6
(592.5)
109.1
(89.1)
20.0
(40.8)
(40.8)
(40.8)
701.6
(633.3)
68.4
(89.1)
(20.8)
64.9
10.7
6.8
(326.9)
(28.2)
(55.5)
(328.2)
(308.2)
62.9
64.9
10.7
6.8
(326.9)
(28.2)
(55.5)
(328.2)
(308.2)
62.9
(193.5)
(390.3)
(583.8)
(624.6)
64.9
(182.8)
6.8
(717.3)
(28.2)
(55.5)
(912.0)
(932.8)
62.9
(245.2)
0.5
(244.7)
(245.2)
0.5
(244.7)
(624.6)
(624.6)
(869.8)
0.5
(869.3)
15
b)
c)
d)
e)
f)
Proforma Adjustments
The following proforma adjustments were incorporated into the proforma condensed
b)
c)
d)
e)
f)
3.
In connection with the Second Rights Offerings plan, the Company will hold an Extraordinary General
Meeting of Shareholders (EGM) on 31 December 2009 at 10:00 WIB at Balai Kartini, Mawar Room,
Jl. Jend. Gatot Subroto Kav. 37, Jakarta 12950.
In the EGM, the Company will propose to its shareholders as follows:
1. Approval for conducting Second Rights Offering with Pre-Emptive Rights (Second Rights
Offering) which comprise:
a. Companys plan for executing Second Rights Offering;
b. Amending Companys capital structure in respect with Second Rights Offering;
c. Amending Companys Articles of Association in respect with changes of the capital structure
as the result of said Second Rights Offering.
2. Report of Companys Commissioners in connection with the appointment of Companys Audit
Committee Members.
The Company will seek approval from the EGM of the Company for the Second Rights Offerings plan
by taking into consideration to the provisions governed in the Regulation No. IX.E.2, and the Article of
Association of the Company, which are as follows:
a. EGM of the Company should be attended by the Shareholders representing more than 50% of all
shares owned by the Shareholder or its representative.
b. EGMs Resolution on the Transaction must be approved by more than 50% of all shares held by
the Shareholders who are present in the EGM.
16
c.
If a quorum at the first EGM was unable to be met, the second EGM will be held in accordance
with the terms and conditions from the Article of Association of the Company and Bapepam-LKs
Rule no. IX.J.1 concerning the Principles of the Article of Association of the Company that
Performs Equitys Public Offering and Public Company.
If the second EGMs quorum failed to be met, then at Companys request the attendances quorum,
the voting quorum, invitation to shareholder and the convetion of the EGM shall be determined by the
Chairman of Bapepam and LK.
4.
The Transaction value in accordance with the Masela FOA dated 4 November 2009, is approximately
US$ 100 million (one hundred million United States Dollars) which consists of a fixed price (fixedsum) for US$ 77.25 million (seventy-seven million two hundred and fifty thousand United States
Dollars), interest, adjustments and other related costs. Method of payment for this Transaction is
through fund proceed from Second Rights Offering (assuming the exchange rate for US$ 1 is Rp.
9,451).
5.
In connection with this Transaction, in accordance with Regulation No. IX.E.2, an independent parties
have been appointed to provide their opinions with regard to appropriateness of the Transaction,
either in relation to its value or legal aspects. The said independent parties shall be as follows:
Law Firm, Hadiputranto, Hadinoto & Partners to provide legal opinions in connection with
Transaction conducted by the Company.
KJPP Ruky, Safrudin & Rekan as independent appraiser to assess the appropriateness of the
purchase price for the 10% working interest acquitision in Blok Masela PSCTarget form INPEX
Masela Ltd.
6.
The following shall be a summary of the opinions by Independent parties in connection with Transaction
to be executed by the Company:
A.
1.
Estimating the Fair Market Value of 10% working interest of BM owned by INPEX;
2.
17
Estimating the Fair Market Value of 10% working interest of BM owned by INPEX
In estimating the Fair Market Value of 10% working interest of BM owned by INPEX, the main
valuation method applied is the Discounted Cash Flow (DCF). This method is based on income
approach which is used for valuation of business interests where income factor is a major factor
in determining the business interest value (income as the value driver).
The valuation of 10% working interest of BM owned by INPEX using the DCF method is based
on the financial projection of BM for the period 2009 to end of field life prepared by management
of the Company. Such projections are compiled based on certain assumptions that have been
analyzed for their fairness and feasibilities by the Valuer and based on the potential economic
benefit that can be achieved in the future. The assumption of Proven Reserve used in the
financial projection is 9.76 TCF (trillion cubic feet) as stated in the reserve certification by
DeGolyer and MacNaughton.
By using this method, the Fair Market Value for 10% working interest of BM owned by INPEX as
of June 30, 2009 is amounting to US$ 155,066,924.- (one hundred fifty five million sixty six
thousand nine hundred twenty four US Dollar) or equivalent to Rp 1,585,559,298,335.- (one
trillion five hundred eighty five billion five hundred fifty nine million two hundred ninety right
thousand three hundred thirty five Rupiah) based on Bank Indonesia middle rate as of valuation
date, for US$ 1 = Rp 10,225.-.
2.
Comparing the Transaction Value with Fair Market Value of 10% working interest of BM
owned by INPEX as follows:
Based on Masela Farm-Out Agreement (FOA) dated November 4, 2009, the Transaction
Value of 10% working interest of BM owned by INPEX is US$ 100,000,000.- (one hundred
million US Dollar) or equivalent to Rp 945,100,000,000.- (nine hundred forty five billion one
hundred million Rupiah) based on the estimated exchange rate as of transaction date, for
US$ 1 = Rp 9,451.-, which is consisting of fixed-sum of 10% working interest BM owned by
INPEX amounting to US$ 77,250,000.- (seventy seven million two hundred fifty thousand
US Dollar) and estimated fixed-sum adjustment and interest. According to management
calculation, the fixed-sum adjustment and interest is amounting to US$ 22,750,000.(twenty two million seven hundred fifty thousand US Dollar).
In this Fairness Opinion Report, we applied the Bank Indonesia middle rate as of valuation
date, of US$ 1 = Rp 10,225.-, therefore, the Transaction Value is amounting to
Rp 1,022,500,000,000.- (one trillion twenty two billion five hundred million Rupiah).
Comparison of the Transaction Value and Fair Market Value of 10% working interest of BM
owned by INPEX can be seen in the following table:
10% Working Interest BM owned by INPEX
Transaction Value*
US$
100,000,000 Rp 1,022,500,000,000
Fair Market Value
US$
155,066,924 Rp 1,585,559,298,334
Notes: * in the Prospectus, the Transaction Value is using estimated exchange rate as of
transaction date, for US$ 1 = Rp 9,451.- with the Transaction Value of
Rp 945,100,000,000,-.
Based on the table above, the Transaction Value of 10% working interest of BM owned by
INPEX amounting to US$ 100,000,000.- (one hundred million US Dollars) is lower than its
Fair Market Value amounting to US$ 155,066,924.- (one hundred fifty five million sixty six
thousand nine hundred twenty four US Dollar).
18
b.
c.
The transaction will increase the Companys gas and condensate reserve by 159%
(one hundred fifty nine percent) from 113.4 (one hundred thirteen Point Four) MMBOE
(Million Barrels Oil Equivalent) to 293.7 (two hundred ninety three point seven) MMBOE
(including condensate). Significant increase in the amount of the Companys Proven
Reserve has the potential to support the growth and improvement of the Company's
financial performance in the future (business consideration);
The valuation of Fair Market Value of 10% working interest of BM owned by INPEX is
based on the potential economic value of Masela PSC 1P gas and condensate reserve
of 9.76 TCF, in which according to the reserve certification by DeGolyer and
MacNaughton, the number of 2P (Proven and Probable) reserve is amounting to
18.47 TCF. Thus, the Proposed Transaction will provide upside potential for the gas
and condensate reserve that can be obtained by the Company which can potentially
increase added-value for the Company.
On the Balance Sheet, the acquisition will reduce the cash and cash equivalents of the
Company equals to Rp 945,100,000,000.- for the payment of BM acquisition, whereas
the Company's noncurrent assets of oil and gas properties - net increases by 13.91%
after deducting depreciation, depletion, and amortization for additional 10% estimated
reserve on BM;
On the Statement of Income, the Proposed Transaction will increase the Cost of Goods
Sold (COGS) amounting to Rp 40,767,496,000.- due to the adjustment of depreciation,
depletion, and amortization for additional 10% estimated reserve on BM.
Based on the fairness analysis of the Transaction Value, in which the value of
10% working interest of BM owned by INPEX amounting to US$ 100,000,000.- (one
hundred million US Dollars) is lower than its Fair Market Value amounting to
US$ 155,066,924.- (one hundred fifty five million sixty six thousand nine hundred
twenty four US Dollar) and based on the potential value added of the Proposed
Transaction for the Company, it is concluded that the Proposed Transaction is fair for
the Company and its shareholders.
B.
Hadiputranto, Hadinoto & Partners, as the appointed Indonesian Independent Law Consultant,
we are of the opinion that:
1.
The fund from the Second Rights Offering will be partially used by the company to acquire
10% working interest of Masela PSC from INPEX Masela Ltd. (INPEX) (hereinafter
referred to as Transaction). Based on Bapepam Rule Number IX.E.2, attachment to
Chairman Capital Market Supervisory Agency Decree Number 413/BL/2009, dated 25
November 2009 concerning Material Transaction and Core Business Shifting (Rule
Number IX.E.2), Material Transaction includes any shares participation in a company
and/or certain business activity with a total value equal or greater than 20% of a companys
19
equity, that is conducted in a series of transactions for a certain purpose (Material Value).
Based on the information from the company and the companys financial report dated 30
June 2009, this transaction is a material transaction as stipulated in Bapepam Rule Number
IX.E.2, because the value of the transaction is US$100,000,000 which is over the Material
Value. However, the company is not obliged to obtain approval from the General Meeting of
Shareholders to conduct the transaction, considering the Transaction value is not more than
50% of companys equity. The company is still subject to the requirements, as follows: (i)
comply with the requirements of Transaction as stipulated in the Prospectus of Second
Rights Offering dated 31 December 2009, together with the amendments; and (ii) comply
with the requirements and procedures as stipulated in Bapepam Rule Number IX.E.2.
7.
2.
Based on the companys statement letter and our inquisition, the Transaction is not a
Transaction with Affiliated Parties or Conflict of Interest as stipulated in Bapepam Rule
Number IX.E.1, attachment to Decision of Chairman of Capital Market and Financial
Institutions Supervisory Agency Number Kep-421/BL/2009 dated 25 November 2009
concerning Transaction with Affiliated Parties and Conflict of Interest on Certain
Transaction. This is due to the fact that INPEX as the seller is not an affiliated party of the
Board of Directors, Board of Commissioners, and Principal Shareholders of the company.
3.
In relation to the Transaction, Board of Directors has obtained approval from the Board of
Commissioners based on Board of Commissioners Consent dated 3 November 2009.
Brief History
Seller is INPEX, a limited liability company duly established on 2 December 1998 under the laws of
Japan. Domiciled in the 3-1, Akasaka 5-Chome, Minato-ku, Tokyo, Japan.
Business Activity
INPEX business activities among others are exploration and exploitation of oil and gas.
Ownership Structure
INPEX Shareholders consist of:
INPEX Corporation
51.76%
Japan Oil, Gas and Metals National Corporation 48.24%
Management and Supervision
Director:
1.
2.
3.
4.
5.
6.
7.
8.
Naoki Kuroda
Kunihiko Matsuo
Masatoshi Sugioka
Katsujiro Kida
Toshiaki Kitamura
Seiji Yui
Noboru Tezuka
Shunichiro Sugaya
9. Yoshitsugu Takai
10. Sadafumi Tanigawa
11. Masahiro Murayama
12. Wataru Tanaka
13. Shigeharu Yajima
14. Hiroshi Nagura
15. Hajime Kawai
Representative Director:
1. Naoki Kuroda
2. Kunihiko Matsuo
3. Masatoshi Sugioka
4.Katsujiro Kida
5.Toshiaki Kitamura
20
8.
The Masela FOA has stated the conditions that must be met before the closing of the transaction,
included as follows:
INPEX has received written approval for the waiver to EMP EI from BPMIGAS, including approval
from the Japan Oil, Gas and Metals National Corporation, which is a shareholder of INPEX;
INPEX has received payment for the acquisition price;
INPEX has received Operating Partnership Agreement which was signed by EMP EI
INPEX has received a statement from EMP EI on completion of a due diligence process of
working interest in the Masela PSC and willingness to continue the acquisition process.
This acquisition transaction shall be deemed completed when all required conditions are met and
INPEX will submit a preliminary statement of the approximate number of adjustments to the
transaction value. At the transaction closing, both parties will set a date for the transfer of asset to
EMP EI and validating the Operating Partnership Agreement.
9.
Directors and Commissioners of the Company are fully responsible for the accuracy of information
contained in this Prospectus and expressly state that after a fairly conducted appraisal and as far as
acknowledged and believed by the Board of Directors and Board of Commissioners of the Company,
any and all information provided in this Prospectus is true and there are no other important facts
omitted that could give a misleading notion.
10. Recommendation of the Board of Commissioners and Board of Directors
Based on the Resolution of the Board of Commissioners dated 3 November 2009, the Board of
Commissioners approved the plan of the above-mentioned Acquisition Transactions.
Board of Directors believes that the Acquisition Transaction is the best option for the Company. The
Board of Commissioners also gives its recommendations to the Shareholders to approve the
Transaction. In providing such recommendations to the shareholders, Directors and Commissioners
have reviewed the independent party opinion report of the Company, benefits from the Acquisition
Transaction as well as the Pro forma Financial Information such that they are convinced that the
Acquisition Transaction is the best option for the Company and Shareholders.
21
IV.
STATEMENT OF INDEBTEDNES
Based on the PT Energi Mega Persada Tbk, and Susidiaries Consolidated Financial Statement as of
and for the 6 (six) months period ended on June 30, 2009, which was audited by the Registered
Public Accounting Firm Tjiendradjaja and Handoko Tomo (previously Handoko Tomo) with fair
opinion without any exception, The Company and its Subsidiaries is subjected to IDR 8,493.00
billions of current liabilites and IDR 4,044.43 billions of non-current liabilities. Below are the details of
the Liabilities, which the Company and its Subsidiaries are subjected to:
(in billion IDR))
Details
30 June 2009
CURRENT LIABILITIES
Trade payables
Other payables
Accrued expenses
Taxes Payable
Current maturities of long-term loans
Total Current Liabilities
562.42
349.85
341.97
233.84
2,556.35
4,044.43
NON-CURRENT LIABILITIES
Due to related parties
Deferred tax liabilities
Employee benefits obligations
Site restoration obligation
66.44
600.37
135.46
129.35
-
30 June 2009
22
63.07
52.44
29.75
20.54
18.43
17.38
12.86
12.61
12.07
11.39
10.52
4.28
0.14
296.94
562.42
Others Liabilities
On June 30, 2009, the Company and its Subsidiaries are subjected to liabilities amounting to IDR
349.85 billions, with details as followed:
(in billion IDR)
Details
30 June 2009
120.66
85.28
37.95
9.71
96.25
349.85
Liability towards MGA is the liabilities relating to the acquistion of PT Mosesa Petroleum (MP), which
amounts to US$ 11,800,000. Overlifting is the liability to BPMIGAS or PERTAMINA for the difference
between the oil and gas lifting and the Subsidiaries entitlement. Liability over removal or payment is
payments received by Bentu from PT Perusahaan Listrik Negara (Persero) (PLN) for the shortage of
natural gas volume taken by PLN from the Korinci Baru Field. MP issued promissory notes to AdvanceLead Strategy Ltd. on January 12, 2008 for the amount of US$ 2.8 million bearing an 8 (eight) per cent
interest rate annually. In 2009, the promissory note has been partially paid for the amount of US$ 1.9
million. This partial payment for the promissory note to Advance Lead Strategy Ltd is settled based on a
business to business negotiation and the agreement of both parties.
Accounts Payable
On June 30, 2009, the Company and its Subsidiaries account payable expenses sum up to IDR 341.97
billion with the following breakdown:
(in billion IDR)
Details
30 June 2009
Drlling
Loan interest
Production
Supports
Others
Total
77.18
71.32
65.00
49.83
78.64
341.97
Tax Liabilities
The Company and its Subsidiaries calculate their income tax in accordance with the PSAK No. 46
Akuntansi Pajak Penghasilan, where based on the calculation, on June 30, 2009, the Company and its
Subsidiaries are subjected to tax liability for the amount of IDR 233.84 billions, with the following
breakdown:
(in billion iDR)
DETAILS
30 June 2009
34.07
0.09
5.70
34.18
44.39
106.29
9.12
233.84
23
Long-Term Loans
PT Energi Mega Persada Tbk and Subsidiaries are subjected to long-term loans for the amount of IDR
3,516.95 billions.
(in billion iDR)
DETAILS
30 June 2009
4,601.25
735.98
735.98
0.09
6,073.30
2,556.35
3,516.95
The details of the long-term loans are dicussed in the paragraphs below:
Credit Suisse (CS), Singapore
On September 8, 2008, EMPHS entered into a US$450 million senior secured term loan facility
arranged by Credit Suisse, Singapore Branch. The facility comprises the Senior Loan and the Junior
Loan:
a.
b.
On the same date, in accordance with the loans agreements, the Company, EMPHS, Operating
Companies (ITA, KPSA, Semco, IMG, Costa, Bentu dan Korinci Baru) and Intermediate Holdco (RHI
dan THP) signed the Cash and Account Managements agreement (CAMA) with CS with the following
terms:
a. Each of EMPHS and the Operating Companies have to establish, before or on the date of this
agreement, and have to maintain, a Transaction Account (Junior Debt Service Reserve Account,
Senior Debt Service Reserve Account, Junior Interest Account, Senior Interest Account,
Prepayment Account, each of the Collection Account and Master Collection Account) with a
Common Bank Account in accordance with the CAMA
b. Each of EMPHS and the Operating Companies are required to make payments or to give
instruction to make payments on the Transaction Account only towards the Junior and Senior
Lenders in accordance with the CAMA.
c. The Transaction Account has to be operated by the Common Bank Account (on behalf of EMPHS
and the Operating Companies) in accordance with the CAMA.
The proceeds from both loans have been used on September 12, 2009, for the purpose of:
a. Repayment of prior loan obtained from CS for the amount of US$152.75 millions,
b. Repayment of prior loan obtained from PMA Capital Management Ltd.,
c. Financing the development of the existing assets, and
d. Financing the working capital for the existing assets.
The Collateral used for these credit facilities include the companys guarantee, EMPHS shares
guarantee, Operating companies and 50% of the EMP Inc. shares, fiducia of recievables.
24
In these credit facilites agreements, the Company is bound by the following covenants:
1. The Company and its subsidiaires may not make any acquisition or investment, including without
limitation:
a. Acquire a company or any shares or securities or a business or undertaking (or, in each case
any interest in any of them);
b. Incorporate a company;
c. Enter into or acquire any interest in any joint venture, partnership or similar arrangement; or
d. Acquire any interest in any gas fields other than the Hydrocarbon Fields.
However, the above covenants do not apply to:
a.
b.
c.
2.
The Company shall not pay dividends or make any distributions if a Default has occured and
is outstanding;
Subject to paragraph (i) above the Company shall ensure that any dividends or distributions
paid to its shareholders in any financial year shall:
a. Be limited to five per cent of its total net income for the immediate preceeding financial
year; and
b. No exceed (in aggregate for that financial year) US$5,000,000.
except with the prior written consent of the Majority Lenders.
3.
4.
3.0:1 for the 12 months ending on December 31, 2008 and June 30, 2009, respectively;
2.0:1 for the 12 months ending on December 31, 2009 and June 30, 2010, respectively;
1.0:1 for the 12 months ending on December 31, 2010 and June 30, 2011, respectively; and
thereafter, 0.5:1 for each 12-month period ending on June 30 or December 31 of any year.
The Company has defaulted certain operational covenants, where the company was unable to provide
a floating storage and offloading vessel (FSO) for the Sepanjang and Pagerungan Utara field at the
Kangean PSC on the agreed schedule, which fall on 15 November 2008 and 15 February 2009,
respectively. The company also failed to complete an equity raising exercise by issuing new shares in
an amount equal to or greater than US$150 million by June 30, 2009 and the breach of the Companys
25
financial covenants, where the company has failed to meet the required leverage ratio and interest
coverage ratio.
At the end of 2009, the Company reached an agreement with the lenders under the Senior Loan and
the Junior Loan to effect a restructuring of the terms of its indebtedness under the Senior Loan and
the Junior Loan (the Restructuring). Under the terms of the Restructuring, the Company has
received a conditional waiver of the outstanding defaults under the Senior Loan and the Junior Loan.
The terms of this waiver require the Company to, among other things, effect a number of corporate
actions that are intended to reduce its overall leverage and to permit lenders under the Senior Loan
and the Junior Loan to exercise additional control over the Companys cash flows, operations and
expenditures.
Terms of Restructuring
The Terms of the Restructuring Agreement between the Company and the lenders under the Senior
Loan and the Junior Loan, include a number of financial and operational measures that are required to be
implemented with certain stipulated time frames. Certain key terms of the Resturcturing Agreement are
set forth below:
Reduction of Senior Debt
The Company has agreed to reduce the principal amount outstanding under the Senior Loan by no less
than US$ 50 millions.
Repayment of Loans and Parchase of Shares in the Rights Offering
As part of Restructuring, the Company has also agreed to apply a portion of the Rights Offering to prepay
the principal amounts owing to lender under the Senior Loan and the Junior Loan who elect to receive
such prepayment.
Mitsubishi Corporation (MC) and Japan Petroleum Exploration Co., Ltd. (JAPEX)
In accordance with the Share Subscription Agreement (SSA), signed on March 6, 2007, MC and JAPEX
agreed to provide a loan facility to the Company, EMPI, EEKL And KEIL. The following are the loan
terms under the SSA:
a.
b.
Furthermore, on July 17, 2009, all the loan facilty from MC will be diverted to Kangean Finance
Company.
Due to related parties
26
Due to related parties on June 30, 2009, combines a total of IDR 66.44 billions, which is distributed to
Asian Worldwide Group Ltd. (AWG) for the amount of IDR 46.96 billion, to Global Overseas Enterprise
(GOE) for the amount of IDR 18.90 billions and others for the amount of IDR 0.57 billions.
Payables to the AWG and GOE represent payables from taking over the working interest in Bentu PSC
from Petroz Bentu Ldc. and Korinci Baru PSC from Petroz Korinci Baru Ldc., respectively, on August 7,
2005. Payable to the AWG and GOE are payable that occurred before the acquisition of the THP group.
These payables bear no interest and are not bounded by a certain period of repayment.
Deferred Tax Liabilities
(in billions IDR)
DETAILS
30 June 2009
Employee benefits
Oil and gas properties
Non-capital inventories
Total
26.94
(582.55)
(44.76)
(600.37)
30 June 2009
162.95
(5.80 )
(21.69 )
135.45
30 June 2009
125.21
4.14
129.35
LIABILITIES STATEMENT AFTER THE DATE OF THE FINANCIAL STATEMTNS UNTIL THE
STATEMENT OF EFFECTIVE REGISTRATIONS
Based on the Novation and Amandment Agreement, dated July 17, 2009, between the Company, KEIL,
EEKL, MC dan Kangean Finance Company (KFC), it has been agreed that all of the Company, KEIL
andf EEKL loan facilites will be diverted to KFC. All of the terms and condition associated to the prior
loan facilities remain unchanged.
AFTER THE DATE OF THE INDEPENDENT AUDITORS REPORT AND THE DATE OF THE
STATEMENT FOR REGISTRATION TO BAPEPAM & LK BECOME EFFECTIVE, THE COMPANY
AND SUBSIDIARIES IS NOT SUBJECTED TO ANY RESPONSIBILITES OTHER THAN THE
NORMAL OPERATION ACTIVITIES RESPONSIBILITIES. THE COMPANY AND SUBSIDIARIES
DO NOT HAVE ANY OTHER COMMITMENT AND CONTIGENCY, OTHER THAN THAT STATED
ABOVE AND REVEALED IN THE FINANCIAL REPORT AND THE PROSPECTUS.
THE COMPANY MANAGEMENT HAS CONFIDENCE THAT ALL OF ITS LIABILITIES WILL BE
SETTLED IN ACCORDANCE WITH ALL THE LOAN TERMS.
27
V.
The following tables set forth certain summary historical consolidated financial data of the Company
and its subsidiaries for the six months ended June 30, 2009 audited by KAP Tjiendradjaja and
HandokoTomo (previously Handoko Tomo) with unqualified opinion and for the years ended
December 31, 2008, 2007, 2006 and 2005 audited by KAP Jimmy Budhi & Rekan with unqualified
opinion and for the year ended December 31, 2004 audited by KAP Hans Tuanakota Mustofa & Halim
with unqualified opinion.
(in billion Rupiah)
CONSOLIDATED BALANCE SHEET
June 30
2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Short-term investment
Trade receivables
Other receivables
Inventories
Prepaid expenses and advances
Prepaid Tax
Deferred of Rights Issue cost
Total Current Assets
2008
2007
December 31
2006
2005*
2004*
148.1
1,360.5
121.3
294.5
436.5
60.5
2,421.3
230.6
1,400.1
180.4
509.9
480.7
57.88
2,859.6
455.1
723.2
270.4
413.5
377.9
58.0
2,298.1
620.9
305.5
381.1
519.9
86.2
1,913.6
221.5
233.1
271.7
259.6
119.5
4.9
3.2
1,113.4
10.2
67.2
108.1
99.6
11.4
3.8
300.2
497.7
1,400.7
730.2
1.2
6,499.7
130.3
145.5
9,405.3
11,826.6
848.8
1,485.2
672.0
1.9
6,583.4
137.8
38.1
9,767.1
12,626.6
653.4
1,190.3
490.9
6.7
4,539.9
110.1
85.5
7,076.7
9,374.8
178.4
946.7
261.2
6.5
5,220.8
85.6
198.8
13.6
6,911.8
8,825.4
173.9
427.2
89.8
5.5
2,937.2
71.7
216.7
23.7
3,945.8
5,059.2
67.8
8.8
1.2
2,028.9
48.3
204.8
13.0
2,372.8
2,673.0
CURRENT LIABILITIES
Trade payables
Other payables
Accrued expenses
Taxes payable
Current maturities of long-term loans
Total Current Liabilities
562.4
349.8
342.0
233.8
2556.3
4,044.3
433.2
334.8
573.9
226.5
1,568.5
307.0
111.7
567.8
132.6
2,569.4
3,688.5
460.2
89.9
386.2
94.1
0.8
1,031.2
84.9
26.1
358.5
112.7
0.6
582.8
28.6
37.2
104.1
110.4
313.4
593.7
NON-CURRENT LIABILITIES
Due to related parties
Deferred tax liabilities - net
Employee benefits obligation
Abandonment and site restoration obligations
Subsidiarys dividend tax liability
Long-term loans - net of current maturities
Total Non-Current Liabilities
TOTAL LIABILITIES
66.4
600.4
135.5
129.3
3517.1
4,448.7
8,493.0
71.2
619.5
119.8
137.8
6,363.1
7,311.4
8,879.9
61.4
420.5
89.3
138.2
370.6
1,254.0
2,334.1
6,022.6
221.0
350.1
84.1
103.7
198.8
4,941.7
5,899.5
6,930.7
381.0
257.0
15.5
83.0
216.7
2,881.5
3,834.7
4,417.5
431.1
238.3
17.1
51.1
204.8
706.8
1,649.3
2,243.0
NON-CURRENT ASSETS
Restricted long-term cash
Due from related parties
Deferred tax assets - net
Fixed assets - net
Oil and gas properties - net
Abandonment and site restoration fund
Reimbursement of Subsidiarys dividend tax paid
Other non-current assets
Total Non-Current Assets
TOTAL ASSETS
35.5
35.5
0.0
EQUITY
Issued and paid-up capital
Additional paid-in capital - net
Difference in value from restructuring transactions of entities under common control
Difference due to change of equity of Subsidiary
Translation adjustments
Retained earnings (Deficit)
Equity - Net
1,440.1
3,354.8
(2,634.7)
1,263.0
252.7
(377.9)
3,298.0
1,440.1
3,354.7
(2,634.6)
1,263.0
421.2
(133.2)
3,711.2
1,440.1
3,354.7
(2,634.6)
1,263.0
27.3
(98.2)
3,352.2
1,440.1
3,354.7
(2,625.4)
(82.1)
(192.6)
1,894.7
949.1
158.4
(793.3)
56.5
271.0
641.7
949.1
158.4
(793.3)
42.2
75.2
431.6
11,826.6
12,626.6
9,374.8
8,825.4
5,059.2
2,673.0
0.0
(1.5)
June 30
2009
NET SALES
COST OF GOODS SOLD
GROSS PROFIT
OPERATING EXPENSES
INCOME FROM OPERATIONS
OTHER INCOME (CHARGES)
INCOME (LOSS) BEFORE TAX BENEFIT (EXPENSE)
TAX BENEFIT (EXPENSE)
INCOME (LOSS) BEFORE MINORITY INTEREST IN NET LOSS OF CONSOLIDATED SUBSIDIARIES
MINORITY INTEREST IN NET LOSS OF CONSOLIDATED SUBSIDIARIES
NET INCOME (LOSS)
Note:
*before restatement
** noncomparable
28
2008
2007
December 31
2006
2005*
2004*
701.6
(592.5)
109.1
(89.1)
20.0
(328.2)
(308.2)
62.9
1,859.1
(1,073.4)
785.7
(203.1)
582.6
(564.0)
18.6
(55.5)
1,137.5
(795.2)
342.3
(178.7)
163.6
(215.4)
(51.8)
167.4
1,459.5
(930.6)
528.9
(222.5)
306.4
(590.2)
(283.8)
20.4
1,479.36
(1,004.03)
475.3
(139.89)
335.4
(160.66)
174.8
22.01
855.08
(539.97)
315.1
(59.06)
256.1
(31.11)
224.9
(150.33)
(245.2)
0.5
(244.7)
(36.9)
1.9
(34.9)
115.6
0.0
115.6
(263.4)
(263.4)
196.8
(0.97)
195.8
74.6
(0.44)
74.2
RATIOS
30-Jun
2009
2007
December 31
2006
2005*
2004*
FINANCIAL RATIOS
Debt to Equity Ratio (%)
Debt to Asset Ratio (%)
Net Profit Margin (%)
Return On Equity (%)
Gross Profit Margin (%)
Operating Margin
ROA (%)
Oil & Gas Properties to Total Assets Ratio(%)
Net Sales to Total Assets Ratio(%)
Operating Expense to Operating Income Ratio(%)
Net Working Capital to Net Sales Ratio(%)
Net Cashflow to Current Liabilities Ratio(%)
Net Sales Growth to Cashflow from Operation (%)
257.5
71.8
(34.9)
(7.4)
15.6
2.9
(2.1)
55.0
5.9
445.5
1.3
0.1
n/a
239.3
70.3
(1.9)
(0.9)
42.3
31.3
(0.3)
52.0
14.7
34.9
0.7
0.1
n/a
179.7
64.2
10.2
3.4
30.1
14.4
1.2
48.0
12.1
109.2
(1.2)
(0.4)
n/a
365.8
78.5
(18.0)
(13.9)
36.2
21.0
(3.0)
59.0
16.5
72.6
0.6
(0.1)
n/a
688.4
87.3
13.2
30.5
32.1
22.7
3.9
58.0
29.2
41.7
0.4
0.4
n/a
519.7
83.9
8.7
17.2
36.9
29.9
2.8
76.0
32.0
23.1
0.0
0.0
n/a
GROWTH RATIOS
Total Assets (%)
Total Liabilities (%)
Equity (%)
Net Sales (%)
Gross Profit (%)
Operating Expenses (%)
Income (loss) from Operations (%)
Net Income (loss) (%)
(6.3)
(4.4)
(11.1)
**
**
**
**
**
34.7
47.4
10.7
63.4
129.5
13.7
256.1
(130.2)
6.2
(13.1)
76.9
(22.1)
(35.3)
(19.7)
(46.6)
(143.9)
74.4
56.9
195.3
(1.3)
11.3
59.0
(8.7)
(234.5)
89.3
96.9
48.7
73.0
50.8
136.9
31.0
164.0
303.4
109.1
(202.2)
66.6
73.4
36.8
84.8
382.86
445.9
229
1,371,2
257.7
974.8
232.8
2,111.5
131.6
1,116.4
67.5
Note:
*before restatement
** noncomparable
2008
29
309.4
45.4
VI.
The discussion and analysis below should be read together with the consolidated financial statements
of the Company and its subsidiaries for the six months ended June 30, 2009 audited by KAP
Tjiendradjaja and HandokoTomo (previously Handoko Tomo) with unqualified opinion and for the
years ended December 31, 2008, 2007 and 2006 audited by KAP Jimmy Budhi & Rekan with
unqualified opinion.
1.
General
The Company is one of the largest independent upstream oil and gas exploration and production
companies by reserves in Indonesia. The Company has rights to explore for, develop and produce oil
and gas in various areas covering over 16,000 square kilometers in Indonesia under eight PSCs
with BPMIGAS and two TACs with Pertamina. Subsidiaries of the Company hold working interests in
ten commercial oil and gas blocks: the Kangean PSC, the Malacca Strait PSC, the Korinci-Baru PSC,
the Bentu PSC, the Gebang PSC, the Tonga PSC, the CBM Tabulako PSC, the CBM Sangatta-2 PSC,
the Semberah TAC and the Sungai Gelam TAC. Operating subsidiaries of the company act as the
operators under each of the production sharing agreements governing the commercial exploitation
of these blocks, with the exception of the Kangean PSC (in which the Company has delegated day-today operations to its partners, Mitsubishi and Japex) and the Gebang PSC (in which Pertamina acts
as the operator, but has delegated significant operating responsibilities to Costa, the Companys
operating subsidiary for the block).
In addition, the Company is in the process of acquiring a 10% undivided participating interest in the
rights and obligations in the Masela PSC, an offshore production sharing area located in the Arafura
Sea. The Masela PSC is currently one of the largest undeveloped gas blocks in Indonesia, with
certified gross proved reserves of 9.8 TCF and gross probable reserves of 8.7 TCF of natural gas as
of December 2008. The Company expects that its acquisition of the Acquired Assets will increase its
Company estimated net proved reserves from 113.4 MMBOE to 276.0 MMBOE, The Company
expects that its acquisition of the Acquired Assets will increase its Company estimated net proved
reserves from 113.4 MMBOE to 293.7 MMBOE, and will increase its estimated net proved plus
probable reserves from 224.2 MMBOE to 532.0 MMBOE.
For the years ended December 31, 2006, 2007 and 2008, the Companys average daily oil and gas
net production amounted to 15.0 MBOE/D, 14.9 MBOE/D and 17.0 MBOE/D, respectively. For the six
months ended June 30, 2009, the Company reported 19.4 MBOE/D in average daily oil and gas net
production..
As of June 30, 2009, the Companys estimated gross proved plus probable reserves of 360.0 MMBOE
consisted of 59 MMBBLS of oil and condensate and 1.8 TCF of natural gas. As of June 30, 2009, the
Companys estimated net proved plus probable reserves of 224.2 MMBOE consisted of 40.2
MMNNLS of oil and condensate and 1.1 of natural gas.
The following table sets out the Companys total revenue and EBITDA for the years ended December
31, 2006, 2007 and 2008, and the six months ended June 30, 2008 and 2009:
June 30,
2009
2008
Total Revenue
701.6
1,859.1
1,137.5
1,459.5
Oil Revenue
473.7
1,421.6
890.5
1,066.7
Gas Revenue
227.9
437.5
247.1
392.8
EBITDA
79.4
863.3
350.2*
190.1
* Before adjustment on interest income from one of the Companys account (Rp. 343.4 billion after EBITDAs adjustment)
Net oil sales accounted for 73.1%, 78.3% and 76.5% of the Companys total revenues in 2006, 2007
and 2008, respectively, while net gas sales accounted for 26.9%, 21.7% and 23.5% of the Companys
30
total revenues in 2006, 2007 and 2008, respectively. Net oil and gas sales accounted for approximately
67.5% and 32.5% %, respectively, of the Companys total revenues in the six months ended June 30,
2009.
The Companys development plans for its blocks contemplate the drilling of approximately 114
development wells and 32 exploration wells by the end of 2012. The Company currently produces
commercial quantities of oil and gas in six of its ten contract areas. The Companys key development
prospects include the Kangean PSC, with 118.5 MMBOE of the Companys estimated net proved plus
probable reserves, and the Bentu PSC, which holds 48 MMBOE of the Companys estimated net
proved plus probable reserves. In addition, following its acquisition of working interests in the CBM
Tabulako PSC and the CBM Sangatta-2 PSC in May 2009, the Company now holds coal bed methane
working interests in the resource-rich Kutai and South Kalimantan basins which it intends to develop
over the medium-term future.
In order to expedite the development of its key resource assets and to optimize its growth, the
Company has entered into strategic alliances with a number of key Indonesian and international oil
and gas players. In May 2007, the Company completed a strategic alliance with Mitsubishi and
Japex by transferring US$ 360 million in EMPI, equivalent with 50% of its effective working interest in
the Kangean PSC to Mitsubishi and Japex by way of an issuance of new shares in EMPI to each of
Mitsubishi and Japex pursuant to a share subscription agreement among the Company, EMPI,
Mitsubishi and Japex dated March 6, 2007. Following the share issuance, the Company retained a
50% effective working interest in the Kangean PSC (through its 49.99998% direct shareholding in
EMPI and 0.00002% indirect shareholding in EMPI held by Energy Mega Persada Pte. Ltd.), while
Mitsubishi and Japex each acquired a 25% effective working interest in the block through their
approximately 50% direct and indirect shareholdings in EMPI. The Company received US$360
million in cash proceeds from the issuance of new shares in EMPI, which the Company used to
reduce its debt. As part of this transaction, each of Mitsubishi and Japex agreed to fund the
Companys 50% portion of the development capital expenditures at the Kangean block up to an
aggregate of US$215 million by way of a loan that will be repaid starting in June 2012 from the
proceeds of 80% of the Companys net entitlement of oil and gas revenues from the Kangean block.
The Company believes that its strategic alliance with Mitsubishi and Japex permits it to benefit from
the exploration and development expertise of its two partners while minimizing the development
costs of its working interest in the Kangean PSC. The Company has also partnered with Bumi,
Indonesias largest coal company and an affiliate of the Company, and PHE to explore and develop
the coal bed methane resources in the CBM Tabulako PSC and CBM Sangatta-2 PSC. The
Company believes that Bumis extensive experience in the coal industry, as well as its familiarity with
the Arutmin and Kaltim Prima Coal mines (where the coal beds in the CBM Tabulako PSC and CBM
Sangatta-2 PSC are located), will be an important asset as the Company works to commercialize its
resources in the CBM Tabulako PSC and the CBM Sangatta-2 PSC as rapidly as possible.
2.
31
The following table summarizes the breakdown of the Companys oil and gas revenues for the
periods indicated:
(in billion Rupiah)
June 30.
2009
2008
December 31.
2007
2006
Gas
(1)
59.5
2.74
228.0
56.4
2.97
437.5
44.0
2.58
247.1
49.8
2.02
392.8
8.6
46.87
6.7
90.3
6.9
68.5
6.7
60.12
473.7
701.7
592.5
1,421.6
1,859.1
1,073.3
890.5
1,137.6
795.2
1,066.7
1,459.5
930.6
124.3
214.2
127.1
236.7
(1) Represents revenues for the six months periode enden on June 30, 2009 and the years ended on December 31, 2008, 2007, and 2006
devided by the Companys aggregate net entitlement for the period
32
particular those signed 18 to 24 months ago, the Company is re-negotiating these contracts to achieve
higher prices in light of the higher gas prices environment.
The Companys average realized sales prices for gas per MCF for the years ended December 31, 2006,
2007 and 2008 were US$2.02, US$2.58 and US$2.97, respectively. The average realized sales prices
for gas per MCF for the six months ended June 30, 2008 and 2009 were US$2.73 and US$2.74,
respectively, reflecting the fall in global oil and gas prices over the period.
Crude Oil and Condensate Sales
The Company sells most of its net crude and condensate entitlement through a competitive tender
process, subject to market conditions, and enters into short-term sales contracts with the winning
bidder. The short-term sales contracts that the Company enters into provide for the sale of
substantially all of the Companys net crude and condensate entitlement from a given producing
block.
In addition, crude oil produced by the Gebang, Gelam and Semberah blocks is sold on an informal
basis to Pertamina. At present, the volumes of oil lifted from these blocks remains relatively low. To the
extent that it is necessary for the Company to sell crude oiloutside the framework of these sales
arrangements with Pertamina, the Company believes that it can readily sell any uncontracted crude oil
in the spot market, albeit without the modest premium afforded by a sales contract. The Company
has historically sold substantially all of its net crude oil entitlement from the Malacca Strait block to
certain international buyers.
The Company currently sells substantially all of its oil at prices based on the Indonesian Crude Price
(ICP), subject to adjustment and certain premiums depending on the quality of the crude oil. The
ICP is the monthly average of the mean of three publications of independent oil traders and
marketers in the Asia-Pacific region, namely RIM Intelligence Co. (RIM) and Platts, and is weighted
in the following proportions: 50% RIM and 50% Platts. The ICP is published by Migas every month.
The Companys profitability is significantly affected by the prices of, and demand for, crude oil, and
the
difference between the prices received for the oil it produces and the costs of exploring for, developing,
producing, transporting and selling oil. The international market for crude oil is volatile, and has recently
been characterized by significant price fluctuations. The volatility of the market prices of crude oil is
subject to a variety of factors beyond the Companys control. These factors, among others, include
international events and circumstances, as well as political developments and instability in petroleum
producing regions, such as the Middle East (particularly Iraq), the ability of OPEC and other petroleumproducing nations to set and maintain production levels and therefore influence market prices, market
prices and supply levels of substitute energy sources, such as natural gas and coal; domestic and
foreign government regulations with respect to oil and energy industries in general, the level and
scope of activity of oil speculators, weather conditions and seasonality and overall domestic and
regional economic conditions.
The Companys average realized sales prices for oil for the years ended December 31, 2006, 2007 and
2008 were US$ 60.12 per BBL, US$ 68.5 per BBL and US$ 90.38 per BBL, respectively.. The average
realized retail sales prices for oil in the six months ended June 30, 2008 and 2009 were US$ 101.65 per
BBL and US$ 46.87 per BBL, respectively. These prices are subject to fluctuations which may have a
significant effect on the Companys revenues and net income.
Cost of Goods Sold
Cost of goods sold consists primarily of depreciation and amortization, production cost, production
support and work over. Those costs are directly related to the activities in the operating units.
The Company follows the full cost method of accounting in recording oil and gas properties.
Accordingly, all costs associated with acquisition, exploration and development of oil and gas
reserves, including directly related overhead costs, are capitalized. All costs arising from production
activities are recorded at the time they are incurred. The capitalized costs are subject to a ceiling
test, which basically limits such costs to the aggregate of the estimate present valued, discounted
33
at a 10% interest rate of future net revenues from estimated future production of proved reserves as
of the balance sheet date using prices based on current economic and operating conditions and the
cost of unproved properties and major development projects not being amortized and the lower of
cost or estimated fair value of unproved properties included in cost being amortized. Any excess
over the cost is charged to expense and separately disclosed during the related year.
Depreciation and amortization arise from the depletion of capitalized oil and gas exploration and
development costs which are calculated using the unit of production method, based on the total
estimated proved reserves, as detailed in note 14 to the Companys consolidated financial
statements as of June 30, 2009.
Investments in unproved properties and major development projects are not amortized until proved
reserves associated with such properties and projects can be determined or until impairments occur.
The Companys oil and gas reserves are certified by several independent petroleum engineering
consultants, as described in the notes to the Companys consolidated financial statements as of
June 30, 2009.
The Companys results of operations are, to a significant degree, dependent upon the Companys
ability to efficiently run its operations and maintain low costs of production. Production costs are
costs related to the lifting of oil and gas from the sub surface including the cost of collecting,
separating, clearing and storing oil and gas in production facilities until such oil and gas are ready to
be delivered to refineries or to the Companys customers. These costs are mainly affected by the
levels of oil and gas production, overhead from oil and gas field operations, operations and
maintenance costs and pipeline fees paid for carrying the Companys gas production with higher
production leading to higher costs. Volatility and any significant decreases in the prices of oil and
gas could have a material adverse effect on the Companys production costs. Any market or
operational developments that increase the Companys costs of lifting oil and gas from its existing or
future operations may have a material adverse effect on the Companys business, financial condition
and results of operations.
Production support primarily comprises management and administration costs of each of the
Companys production sharing arrangements, such as salary and employee benefits, office expenses
including office supplies and printing expenses, office and car rentals and traveling expenses.
Work over comprises drilling activities to maintain current production capacity. The purpose of work over
is to clean wellhole equipment to ensure the smooth flow of oil in producing wells and reduce the
rate of natural decreases in oil production reserves. The Company conducts work over operations
on an as-required basis to address operational issues which may arise from time to time at its
respective production blocks.
Operating Expenses
These expenses arise from the Companys head office activities, and primarily consist of salaries
and employee benefits, pension benefits, office expenses, rental costs, professional fees and travel
expenses.
Other Expenses Net
Other expenses and income are primarily derived from overhead cost recovery, interest income,
interest and financing charges and gain or loss on foreign exchange.
PSC Tax Regime
The calculation of income tax for PSC entities differs from the method generally used in calculating
income tax for Indonesian tax payers. Significant differences between the general income tax regime
and the PSC income tax regime include:
under the PSC tax regime, the taxable value of oil liftings is to be referenced to the net
entitlement of oil using ICP, as opposed to an actual sales amount and the taxable value of gas
sales is derived from the contracted offtake prices that the Company receives for such gas;
34
under the PSC tax regime, the classifications for intangible and capital costs are not necessarily
consistent with general Indonesian income tax rules relating to capital spending;
under the PSC tax regime, the depreciation and amortization rates applying to intangible and
capital costsare not necessarily consistent with the depreciation rates available under the general
Indonesian income tax rules;
under the PSC tax regime, interest costs are generally not deductible (except where specially
approved), whereas interest is usually fully deductible under the general Indonesian income tax
rules;
the PSC tax regime provides for an unlimited carry forward of prior year unrecovered costs, as
opposed to a give year restriction under the general Indonesian income tax rules;
no tax deductions will arise under the PSC tax regime until commercial production commences,
as opposed to a deduction arising from the date of the expenditure being expensed or accrued
under the general Indonesian income tax rules
Due to the above differences, decreases or increases in current tax expenses may not necessarily be in
line with decreases or increases in sales. Deductible costs are accordingly required to be calculated in
accordance with the PSC tax regime in order to calculate the taxable income and the related tax
expense for the Company for a given period.
Deconsolidation of Brantas Subsidiaries
Prior to July 2007, the Company held a 50% working interest in the Brantas PSC, through its
shareholding interest in KEL and PAL, the parent companies of LBI, the operator of the Brantas PSC.
On July 1, 2007, the Company entered into the Corporate Management Agreement with MLC, pursuant
to which the Company agreed to transfer full operational and financial control over the management of
the Brantas Subsidiaries to MLC, an affiliate of the Company which had acquired the Brantas
Subsidiaries Loans provided by the Company and its affiliates to the Brantas Subsidiaries in connection
with the mudflow mitigation effort. As a result of its transfer of control over the Brantas Subsidiaries to
MLC, the Company was no longer required to consolidate the financial results of the Brantas
Subsidiaries into its financial statements. The deconsolidation of the Brantas Subsidiaries was applied
retroactively and the Companys 2006 financial results were accordingly restated.
Based on the valuation report of Truscel Capital dated January 22, 2007, the fair value of KELs and
PANs shares as of December 31, 2006 amounted to negative USD 60,654,782 and USD 1,743,282,
respectively. Since the permanent impairment of carrying investment value of KEL and PAN has
been incurred, accordingly, the Company impaired the carrying investment value of KEL and PAN to
nil on December 31, 2006 and recorded a loss on impairment of investment value amounting to Rp
430,645,750 in 2006. Subsequently, based on the valuation report of Truscel Capital dated February
8, 2008, the fair value of KELs and PANs shares as of October 31, 2007 amounted to negative
USD 65,176,712 and USD 1,758,954, respectively. Conversion of MLC receivables to KEL and PAN
into shares ownership in KEL and PAN by way of issuance of new shares in KEL and PAN based on
the conversion agreement on February 4, 2008. Based on EGMS dated March 14, 2008, the
stockholders of the Company agreed with the conversion of Brantas to MLC receivables under the
receivable of Brantass Subsidiaries to KEL and PAN into 99.9999% shares ownership in KEL and
PAN by way of issuance of new shares in KEL and PAN. Therefore, the Company consist its
0.0001% share ownership of KEL and PAN. The Company not yet make any stipulation on any
liability arise from mudflow on the financial statement due to the minority ownership in Brantas
Other Acquisitions, Farm-out Agreements, and Establishment of New Subsidiaries
From time to time, the Company has undertaken strategic asset acquisitions of complementary
assets and integrated such acquisitions into its existing operations to achieve synergies. The
Company believes that the expertise it has developed in assessing detailed seismic data and in the
utilization of sophisticated technologies could result in further discoveries in either type of field and its
track record and acquisition strategy has given it the experience necessary to extract output from and
rapidly commercialize any such discoveries. In January 2006, the Company completed the acquisition
of controlling working interests in the Gebang PSC, the Korinci Baru PSC, the
35
Bentu PSC, the Semberah TAC and the Sungai Gelam TAC, through its acquisition of PT Tunas
Harapan Perkasa (PT Tunas), the owner of 100% of the equity capital of the operators of each of the
blocks.
In addition, in order to expedite the development of its key resource assets and to optimize its growth,
the Company has entered into strategic alliances with a number of key Indonesian and international oil
and gas players. The Company seeks to combine traditional low-risk exploration metrics with higherrisk (but higher-impact) exploration techniques in which it manages its downside risk exposure through
exploration farm-outs and other joint exploration arrangements with qualified partners. In May 2007,
the Company completed a Strategic Alliance with Mitsubishi and Japex by transferring 50% of its
effective working interest in the Kangean PSC to Mitsubishi and Japex by way of an issuance of new
shares in EMPI to each of Mitsubishi and Japex pursuant to a sharesubscription agreement among
the Company, EMPI, Mitsubishi and Japex Following the share issuance, the Company retained a
50% effective working interest in the Kangean PSC (through its 49,99998% direct shareholding in EMPI
and 0,00002% indirect shareholding in EMPI held by Energy Mega Persada Pte. Ltd.), while Mitsubishi
and Japex each acquired a 25% effective working interest in the block through their approximately 50%
direct and indirect shareholding in EMPI. The Company received US$360 million in cash proceeds from
the issuance of new shares in EMPI, which the Company used to reduce its debt. As part of this
transaction, the Company admitted representatives of Mitsubishi and Japex to the operating committee
for the Kangean PSC, andconsequently has designated Japex as the effective operator of the Kangean
PSC (though KEI remains the operator. As part of this transaction, the Company admitted
representatives of Mitsubishi and Japex to the operating committee for the Kangean PSC, and
consequently has designated Japex as the effective operator of the Kangean PSC (though KEI remains
the operator of record of the block). The Company now holds a 50% effective working interest in the
Kangean PSC (as the single majority owner of the Kangean PSC), with Mitsubishi and Japex each
holding a 25% effective working interest. The acquisition of the Kangean block has provided the
Company with a significant gas footprint in the rapidly-growing industrial region of East Java.
In May 2007, the Company established a strategic alliance with PT Indelberg Indonesia Perkasa
(Indelberg) via a corporate level cooperation agreement. The Company is continuing to
investigate the reserves and development potential of the Suci block with the purpose of determining
whether to expand the scope of the strategic alliance.
In April 2008, the Company entered into a conditional sale and purchase agreement with PT Masagena
Agung to acquire 75% of the shares of PT Mosesa Petroleum (Mosesa), the holder of a 71.25%
working interest in, and the operator of, the Tonga PSC. The Company completed this acquisition in
June 2008.
In April 2009, the Company acquired two new subsidiaries, PT Visi Multi Artha (VMA) and PTArtha
Widya Persada (AWP), to enter into 30-year production sharing agreements in respect of the CBM
Sangatta-2 PSC and the CBM Tabulako PSC.
Macroeconomic Conditions
The Companys results of operations may be materially affected by conditions in the global capital
markets and the economy generally in Indonesia and elsewhere around the world. As widely reported,
financial markets in the United States, Europe and Asia, including Indonesia, have been experiencing
extreme disruption in recent months, including, among other things, extreme volatility in securities
prices, severely diminished liquidity and credit availability, rating downgrades of certain investments
and declining valuations of others. These and other related events, such as the recent collapse of a
number of financial institutions, have had and continue to have a significant adverse impact on the
availability of credit and the confidence of the financial markets, globally as well as in Indonesia. The
deterioration in the financial markets is widely forecast to herald a recession in many countries, which
may lead to significant declines in employment, household wealth, consumer demand and lending and
as a result may adversely affect economic growth in Indonesia and elsewhere, which may in turn affect
the Companys business and results of operations. Weak economic conditions in the markets, or a
reduction in consumer spending even if economic conditions improve, could adversely impact the
Companys business and results of operations in a number of ways, including increased financing
costs and lower prices for oil and gas. All of these factors may significantly affect the Companys
business and results of operations.
36
3.
Finance
Net Sales
Gas Sales
Oil Sales
Total Net Sales
Cost of Goods Sold:
Production costs
Support costs
Depreciation and amortization
Work over
Total Cost of Goods Sold
Gross Profit
Operating Expenses
Income from Operations
Other Income:
Interest income
Gain (loss) on foreign exchange net
June 30,
2009
(audited,
restated)
(6 months)
December 31,
2007
(audited,
(1)
restated)
(1 year)
2008
(audited,
(1)
restated)
(1 year)
228.0
473.7
701.6
437.5
1,421.6
1,859.1
247.1
890.5
1,137.5
392.8
1,066.7
1,459.5
244.3
174.8
124.3
49.1
(592.5)
109.1
(89.1)
20.0
488.4
300.7
214.2
70.0
(1,073.4)
785.7
(203.1)
582.6
387.0
203.2
127.1
77.9
(795.2)
342.3
(178.7)
163.6
324.8
321.3
236.8
47.7
(930.6)
528.9
(222.5)
306.4
64.9
134.2
52.8
17.6
2006
(audited,
restated)
(1 year)
10.7
41.2
9.2
(17.4)
Overhead cost recovery
6.8
28.3
16.6
22.0
Financing expense
(326.9)
(760.3)
(318.5)
(252.3)
Income from insurance claim
56.4
Loss on impairment of asset value
(430.6)
Prior year underlift adjustment
(28.2)
Others Net
(55.5)
(7.4)
24.5
14.2
Other Income (Charges) Net
(328.2)
(564)
(215.4)
(590.2)
Income (Loss) Before Tax Expense
(308.2)
18.6
(51.8)
(283.7)
Tax Expense:
Current tax
(16.8)
(42.2)
(44.5)
(39.1)
Deferred tax benefit (expense)
79.8
(13.2)
211.9
59.4
Tax benefit (expense) net
63.0
(55.5)
167.4
20.3
Income (Loss) Before Minority Interest in Net
Loss of Consolidated Subsidiaries
(245.2)
(36.9)
115.6
(263.4)
Minority Interest in Net Loss of Consolidated
Subsidiaries
0.5
1.9
Net Income (Loss)
(244.7)
(34.9)
115.6
(263.4)
Notes:
(1) See the Companys consolidated Audited Financial Statements for the six months period ended June 30, 2009 and for the
years
ended December 31, 2006, 2007 and 2008 for further details.
37
The following table shows income and expense items as a percentage of revenue for the following
periods:
June 30,
2009
(6 months)
(%)
Net Sales:
Gas sales
Oil sales
Total Net Sales
Cost of Goods Sold:
Production costs
Support costs
Depreciation and amortization
Work over
Total Cost of Goods Sold
Gross Profit
Operating Expenses
Income from Operations
Other Income:
Interest income
Gain (loss) on foreign exchange net
Overhead cost recovery
Financing expense
Loss on impairment of asset value
Income from insurance claim
Prior year underlift adjustment
Others Net
Other Income (Charges) Net
Income (Loss) Before Tax Expense
Tax Expense:
Current tax
Deferred tax benefit (expense)
Tax benefit (expense) net
Income (Loss) Before Minority Interest in Net Loss
of Consolidated Subsidiaries
Minority Interest in Net Loss of Consolidated
Subsidiaries
Net Income (Loss)
December 31,
2008
(1 year)
(%)
2007
(1 year)
(%)
2006
(1 year)
(%)
32.5
67.5
100.0
23.5
76.5
100.0
21.7
78.3
100.0
26.9
73.1
100.0
34.8
24.9
17.7
7.0
(84.4)
15.6
(12.7)
2.9
26.3
16.2
11.5
3.7
(57.7)
42.3
(11.0)
31.3
34.0
17.9
11.2
6.8
(69.9)
30.1
(15.7)
14.4
22.3
22.0
16.2
3.3
(63.8)
36.2
(15.2)
21.0
9.3
1.5
1.0
(46.6)
0.0
0.0
(4.0)
(8.0)
(46.8)
(43.9)
7.2
2.2
1.5
(40.9)
0.0
0.0
0.0
(0.3)
(30.3)
1.0
4.6
0.8
1.5
(28.0)
0.0
0.0
0.0
2.2
(18.9)
(4.6)
1.2
(1.2)
1.5
(17.3)
(29.5)
3.9
0.0
1.0
(40.4)
(19.4)
(2.4)
11.4
9.00
(2.3)
(0.7)
(3.0)
(3.9)
18.6
14.7
(2.7)
4.1
1.4
(34.9)
0.0
(2.0)
0.1
10.2
0.0
(18.0)
0.0
(34.9)
(1.9)
10.2
(18.0)
Comparison of the Six Months Period Ended June 30, 2009 and the Year Ended December 31, 2008
Net Sales
The Companys net sales for the six months ended June 30, 2009 is Rp. 701.6 billion, with the following
details:
- Revenues from gas sales is Rp. 227.9 billion. The Companys average realized prices for gas
remained stable over the period US$ 2.74/MMBTU and gas production is 59.5 MMCFD.
- Revenues from oil sales is Rp. 473.7 billion. The Companys average realized prices for oil is US$
46.87/BBLS and the Compays oil production is 8.6 MBOPD.
Cost of Goods Sold
The Companys cost of goods sold is Rp.592.5 billion with the following details:
- The Companys production costs is Rp.244.3 billion for the six months ended June 30, 2009,
primarily due to increased costs incurred by the Company in connection with its ramp up of oil and
gas production volumes. Because the Companys payment obligations under its production services
arrangements are largely denominated in U.S. dollars, the increase in production costs also reflected
the positive translational effect of the appreciation of the U.S. dollar against the Rupiah during the
period.
- The Companys production support costs is Rp.174.8 billion for the six months ended June 30,
2009, primarily due to cost increases arising from the Companys efforts to increase production at
the production blocks. The increase was further accentuated by the translational effect of the
38
appreciation of the U.S. dollar against the Rupiah during the period, since the Companys support
costs are largely denominated in U.S. dollars.
- The Companys depreciation and amortization is Rp.124.3 billion for the six months ended
June 30, 2009.
- The Companys work over costs is Rp.49.1 billion for the six months ended June 30, 2009, primarily
due to an increase in workover expenditure at the block that was implemented by the Company to
maintain production levels at the blocks.
Gross Profit
As a result of the decrease in net sales and increase in cost of goods sold described above, the
Companys gross profit is Rp.109.1 billion for the six months ended June 30, 2009.
Operating Expenses
The Companys operating expenses is Rp.89.1 billion for the six months ended June 30, 2009. This
change was primarily driven by salaries, allowances and employee benefits The increase was
primarily attributable to severance payments that were made to departing members of the Companys
management team in connection with a management realignment that the Company undertook in the
first half of 2009. This increase was largely offset by various cost reduction initiatives that permitted the
Company to reduce, among other things, professional fee payments and office and business travel
expenses.
Other Income (Charges) Net
The Companys other charges net is Rp 328.2 billion for the six months ended June 30, 2009,
with the folowing details :
- Companys Interest income is Rp. 64.9 billion for the six months ended June 30, 2009, primarily
due to the benchmark interest rates which affected the interest rates obtainable by the Company
on its invested assets during the period.
- Companys Foreign exchange loss net is Rp. 10.7 billion for the six months ended June 30,
2009, primarily due to the appreciation in the U.S. dollar relative to the Rupiah during the period,
which allowed the Company to record an increase in the valuation of its U.S. dollar-denominated
assets and liabilities.
- Companys Overhead cost recovery is Rp 6.8 billion is the proportion of cost recoverable
headquarters and administrative expenses that the Company was able to claim from its joint
venture partners.
- Companys financing expense is Rp 326.9 billion for the six months ended June 30, 2009,
primarily arising from transaction costs and interest expenses arising from the Companys entry
into a US$450 million credit facility in September 2008 to refinance its existing debt and fund
development expenses and working capital requirements.
- Prior Year Underlift Adjustment. The Company recorded a one-time adjustment of Rp.28.2
billion for the six months ended June 30, 2009 arising from a recalculation of amounts payable
from the Company to the Government under the Malacca PSC in 2008.
- Other charges is Rp.55.5 billion for the six months ended June 30, 2009, primarily due to increases in
fees and expenses paid by the Company in connection with its business development activities with
existing and prospective partners
Income (Loss) before Tax
As a result of the impact of the accounts described above on the Companys income from
operations, income before tax is Rp.308.2 billion for the six months ended June 30, 2009.
39
Revenues
from
oil
sales
increased
by
Rp.531.2
billion
or
59.7%,
from
Rp.890.4 billion for the year ended December 31, 2007 to Rp.1,421.6 billion (US$139.0 million) for
the year ended December 31, 2008. The increase in revenue from oil sales was primarily driven by
the significant worldwide increase in oil prices during the period, combined with an increase in the
Companys average net oil entitlement, the effects of which were partially offset by natural
production declines from its existing production blocks. While the Companys overall oil production
declined on a consolidated basis, the Company was able to increase production levels over the
period at its Malacca Strait and Gelam blocks. The Companys average realized prices for oil
increased from US$68.50/BBLS for the year ended December 31, 2007 to US$90.38/BBLS
for the year ended December 31, 2008. Net oil production decreased from 6.9 MBOPD for the
year ended December 31, 2007 to 6.7 MBOPD for the year ended December 31, 2008.
The Companys production costs increased by Rp.101.4 billion, or 26.2%, from Rp.387.0 billion for
the year ended December 31, 2007 to Rp.488.4 billion for the year ended December 31, 2008,
40
primarily due to increases in production-related expenditures that the Company undertook in order to
increase its overall oil and gas production. The Companys production expenditures over the period
were concentrated in the Kangean and Malacca Strait blocks, and related in particular to the
implementation of a liquefaction process at the Sepanjang field of the Kangean PSC, as well as to
the dispatch of an FSO to service the storage requirements from production out of the Kangean
PSC.
-
The Companys production support costs increased by Rp.97.5 billion, or 48.0%, from Rp.203.2
billion for the year ended December 31, 2007 to Rp.300.7 billion for
the
year
ended
December 31, 2008. This increase was driven mainly by increases in support costs incurred
by the Company as part of its overall effort to increase oil and gas production in its production
blocks, particularly at the Kangean PSC and the Semberah TAC.
The Companys depreciation and amortization increased by Rp.87.1 billion, or 68.5%, from
Rp.127.1 billion for the year ended December 31, 2007 to Rp.214.2 billion for the year ended
December 31, 2008, primarily reflecting both increases in the Companys production costs as well
as increases in the amounts of depreciation and amortization that the Company was able to
recognize on its oil and gas properties as a result of production increases over the period at its
various production blocks.
Gross Profit
As a result of the increase in net sales over the period, which was only partially offset by the increase
over the period in the Companys cost of goods sold, the Companys gross profit increased by
Rp.443.5 billion, or 129.5%, from Rp.342.3 billion for the year ended December 31, 2007 to
Rp.785.8 billion for the year ended December 31, 2008.
Operating Expenses
The Companys operating expenses increased by Rp.24.4 billion (US$2.4 million), or 13.7%, from
Rp.178.7 billion for the year ended December 31, 2007 to Rp.203.1 billion (US$19.9 million) for the year
ended December 31, 2008, primarily due to an increase in salaries, allowances and employee benefits,
which rose from Rp.96.2 billion for the year ended December 31, 2007 to Rp.120.2 billion (US$11.8
million) for the year endedDecember 31, 2008. The increase primarily reflected the effect of performance
bonus payments made by the Company to its staff in recognition of the improvements in the Companys
financial performance in 2008.
Income from Operation
Because the Companys increase in gross profit over the period was only partially offset by the increase
in its operating expenses described above, the Companys income from operations increased by
Rp.419.0 billion, or 256.1%, from Rp.163.6 billion for the year ended December 31, 2007 to
Rp.582.6 billion for the year ended December 31, 2008.
Other Charges Net
The Companys other charges net increased by Rp.348.5 billion (US$34.1 million), or 161.8%,
from Rp.215.4 billion for the year ended December 31, 2007 to Rp 564.0 billion for the year ended
December 31, 2008 with the following details :
-
Interest income increased by Rp.81.4 billion , or 154.2%, from Rp.52.8 billion for the year ended
December 31, 2007 to Rp.134.2 billion for the year ended December 31, 2008, primarily due to
income derived by various subsidiaries of the Company in connection with the interest income
increased from invested assests from the Subsidiaries during the period.
41
Foreign exchange gain net increased by Rp.32.0 billion, or 347.8%, from Rp.9.2 billion for
the year ended December31, 2007 to Rp.41.2 billion for the year ended December 31, 2008,
primarily due to the appreciation in the U.S. dollar relative to the Rupiah during the period,
which allowed the Company to record an increase in the valuation of its U.S. dollar-denominated
assets and liabilities.
Overhead cost recovery increased by Rp 11.8 billion or 71.1%, from Rp.16.6 billion for the year
ended December 31, 2007 to.Rp 28.4 billion for the year ended December 31, 2008, primarily
reflecting the amounts received by the Company from its joint venture partners in respect of their
share of increased cost recoveries for headquarters expenses that the Companys subsidiaries
were able to realize as a result of the increases in its total capital and non capital expenditures at
its production blocks over the period
Financing expense increased by Rp.441.8 billion, or 138.7%, from Rp.318.5 billion for the year
ended December 31, 2007 to Rp.760.3 billion for the year ended December 31, 2008, primarily
arising
from
transaction
costs
and
interest
expenses
arising
from
the Companys entry into a US$450 million credit facility in September 2008 to refinance its existing
debt and fund development expenses and working capital requirements, as well as from costs
and expenses incurred in connection with the repayment by the Company of its other outstanding
debt facilities.
Other income decreased by Rp.31.9 billion, from income of Rp.24.5 billion for the year ended
December 31, 2007 to a charge of Rp.7.4 billion for the year ended December 31, 2008, primarily
due to a one-time provision of Rp.40.6 billion that the Company made in connection with unpaid
accounts receivable that were owed to the Company under expired contracts with certain suppliers
42
As a result of the impact of the decrease in the Companys tax benefit discussed above on the
Companys income before taxes, the Companys net income decreased by Rp.150.5 billion, from a
net income of Rp.115.6 billion (US$11.3 million) for the year ended December 31, 2007, to a net loss of
Rp.34.9 billion for the year ended December 31, 2008.
.
Comparison of the Years Ended December 31, 2006 and the Years Ended December 31, 2007
Net Sales
The Companys net sales decreased by Rp.322.0 billion or 22.1%, from Rp.1,459.5 billion for the year
ended December 31, 2006 to Rp.1,137.5 billion for the year ended December 31, 2007, with the
following details :
Revenues from gas sales decreased by Rp.145.7 billion, or 37.1%, from Rp.392.8 billion for
the year ended December 31, 2006 to Rp.247.1 billion for the year ended December 31, 2007.
The decrease in revenue from gas sales primarily reflected reductions in the Companys net
entitlements to gas revenues from the Kangean block following its divestiture of a 50% working
interest in the block to Mitsubishi and Japex in May 2007, as well as disruptions in the Companys
gas sales that resulted from a one-week shutdown of its production facilities following a breach in
the East Java Gas Pipeline in November 2006. The Companys average realized prices for
gas increased from US$2.02/MCF for the year ended December 31, 2006 to US$2.58/MCF for
the year ended December 31, 2007. The Companys net gas production decreased from 49.8
MMCFD for the year ended December 31, 2006 to 44.0 MMCFD for the year ended December 31,
2007.
Revenues from oil sales decreased by Rp.176.3 billion, or 16.5%, from Rp.1,066.7 billion for
the year ended December 31, 2006 to Rp.890.4 billion for the year ended December 31, 2007.
The decrease in revenue from oil sales was primarily due to a decrease in the Companys overall
oil entitlement, which fell by 27.4% over the period as a result of the divestment by the Company
of a 50% working interest in the Kangean PSC, as well as natural production declines in the
Malacca Strait PSC. The Companys average realized prices for oil increased from
US$60.12/BBLS for the year ended December 31, 2006 to US$68.50/ BBLS for the year ended
December 31, 2007. Net oil production increased from 6.7 MBOPD for the year ended December
31, 2006 to 6.9 MBOPD for the year ended December 31, 2007.
The Companys production costs increased by Rp.62.2 billion, or 19.2%, from Rp.324.8 billion
for the year ended December 31, 2006 to Rp.387.0 billion for the year ended December
31, 2007, primarily due to production expenditures incurred by the Company in connection with
the commencement of commercial production at the Semberah TAC and the Korinci Baru PSC
over the period, which were partially offset by decreases in production costs attributable to the
Company at theKangean block following the divestiture of a 50% working interest in the block in
May 2007.
The Companys production support costs decreased by Rp.118.1 billion, or 36.8%, from
Rp.321.3 billion for the year ended December 31, 2006 to Rp.203.2 billion for the year ended
December 31, 2007, primarily due to decreases in the production support costs attributable to the
Company at the Kangean block following the divestiture of a 50% working interest in this block in
May 2007.
The Companys depreciation and amortization decreased by Rp.109.7 billion, or 46.3%, from
Rp.236.8 billion for the year ended December 31, 2006 to Rp.127.1 billion for the year ended
December 31, 2007, primarily due to decreases in the Companys net production entitlement due
to the Companys divestment of a 50% working interest in the Kangean PSC, which in turn limited
43
the amounts of amortization and depreciation that the Company was able to recognize from its oil
and gas properties. The decrease in depreciation and amortization also reflected the Companys
lower overall production volumes over the period.
The Companys work over increased by Rp.30.2 billion, or 63.3%, from Rp.47.7 billion for
the year ended December 31, 2006 to Rp.77.9 billion for the year ended December 31, 2007,
primarily due to an increase in workover activities implemented by the Company in order to
increase production at the Sungai Gelam TAC.
Gross Profit
Although the Company reported a decrease in its cost of goods sold during the period described above,
this decrease was overshadowed by the decrease in the Companys net sales over the period. As a
result, the Companys gross profit decreased by Rp. 186.6 billion, or 35.3%, from Rp. 528.9 billion for the
year ended December 31, 2006 to Rp. 342.3 billion for the year ended December 31, 2007.
Operating Expenses
The Companys operating expenses decreased by Rp.43.8 billion, or 19.7%, from Rp.222.5 billion for the
year ended December 31, 2006 to Rp.178.7 billion for the year ended December 31, 2007, primarily due
to reductions in expenditures on external professional advisory services during the period. The
Companys expenditures on professional fees declined by Rp.56.0 billion, or 64.7%, from Rp.86.6
billion for the year ended December 31, 2006 to Rp.30.6 billion for the year ended December 31, 2007.
Income from Operations
As a result of the impact of the decrease in gross profit, which was only partially offset by the decrease
in the Companys operating expenses over the period as described above, the Companys income from
operations decreased by Rp.142.8 billion, or 46.6%, from Rp.306.4 billion for the year ended
December 31, 2006 to Rp.163.4 billion for the year ended December 31, 2007.
Other Charges Net
The Companys other charges net decreased by Rp.374.7 billion, or 63.5%, from Rp.590.1 billion for
the year ended December 31, 2006 to Rp.215.4 billion for the year ended December 31, 2007. The
decrease was mainly driven by a one-time loss on impairment of asset value of Rp.430.6 billion that the
Company recorded for the year ended December 31, 2006 in connection with its write-off of the carried
investment value of each of KEL and PAN as a result of the Banjarpanji mudflow incident. No similar
recurring charges were recorded for the year ended December 31, 2007. Herewith the following
details of Other Charges - Net :
-
Interest income increased by Rp.35.2 billion, or 200.0%, from Rp.17.6 billion for the
year ended December 31, 2006 to Rp.52.8 billion for the year ended December 31, 2007, primarily
due to Companys interest income on the invested assets during the period.
Foreign exchange gain net increased by Rp.26.6 billion, from a net foreign exchange loss of
Rp.17.4 billion for the year ended December 31, 2006 to a net foreign exchange gain of Rp.9.2
billion for the year ended December 31, 2007, reflecting the deterioration in the value of the
Rupiah against the U.S. dollar over the period, which permitted the Company to recognize a gain
on its monetary assets.
Overhead cost recovery decreased by Rp.5.4 billion, or 24.5%, from Rp.22.0billion for
the
year ended December 31, 2006 to Rp.16.6 billion for the year ended December 31, 2007,
primarily due to a decrease of total capital and non-capital expenditures at its various production
blocks, and at the Malacca Strait block in particular, which reduced the amount claimable by the
Company in respect of overhead cost recovery from its joint venture partners.
Financing expense increased by Rp.66.2 billion, or 26.2%, from Rp.252.3 billion for
the year ended December 31, 2006 to Rp.318.5 billion for the year ended December 31, 2007,
primarily due to increases in interest and financing charges incurred by the Company in
44
connection with a US$108 million loan obtained by ECL from PMA Capital Management Ltd in
September 2007.
-
Other income increased by Rp.10.3 billion, or 72.5%, from income of Rp.14.2 billion for the year
ended December 31, 2006 to income of Rp.24.5 billion for the year ended December 31, 2007,
primarily due to an increase in fees and expenses paid by the Company in connection with its
business development activities with existing and prospective partners.
The Companys current tax expense increased by Rp.5.4 billion, or 13.8%, from Rp.39.1 billion for
the year ended December 31, 2006 to Rp.44.5 billion for the year ended December 31, 2007. The
increase was primarily attributable to an increase over the period in the recorded taxable profits of
the Malacca Strait block, the Companys only taxable production asset, which was in turn driven by
a period-on-period decrease in the Companys tax-deductible costs in respect of its expenditures at
the Malacca Strait block in relation to revenues realized at the block.
Deferred Tax Benefit (Expense). The Companys deferred tax benefit increased by Rp.152.5
billion, or 256.7%, from Rp.59.4 billion for the year ended December 31, 2006 to Rp.211.9 billion for
the year ended December 31, 2007, primarily due to the increase during the period in the
Companys unrecovered production costs as well as due to the Companys net loss over the
period.
in billion Rupiah
Description
ASSET
Current Asset
June, 30
2009
2008
December 31,
2007
(Restated)
2006
(Restated)
2,421.3
9,405.3
11,826.6
2,859.6
9,767.0
12,626.6
2,298.1
7,076.7
9,374.8
1,913.6
6,911.8
8,825.4
4,044.4
4,448.6
8,493.0
35.5
3,298.0
11,826.6
1,568.5
7,311.4
8,879.9
35.5
3,711.2
12,626.6
3,688.4
2,334.1
6,022.5
0.01
3,352.2
9,374.8
1,031.2
5,899.5
6,930.7
0.01
1,894.7
8,825.4
45
Comparison of the period ended June 30, 2009 with year ended December 31, 2008
Assets
Total companys assets for the six months period ended June 30, 2009 amounting to Rp 11,826.6 billion,
down by Rp 800.1 billion or 6.3% compare to total companys assets for the year ended December 31,
2008 which recorded at Rp 12,626.6 billion. The decrease significantly affected by the strengthening of
Indonesian Rupiah against US Dollar. Companys assets mostly come from subsidiaries assets which
maintain its bookkeeping in US Dollar. As of balance sheet date, all monetary assets and liabilities
denominated in foreign currencies are translated at the middle exchange rates quoted by Bank
Indonesia.
Liabilities
Total companys liabilities for the six months period ended June 30, 2009 amounting to Rp 8,493.00
billion, down by Rp 386.9 billion or 4.4% compare to total companys liabilities for the year ended
December 31, 2008 which recorded at Rp 8,879.9 billion. The decrease derived by strengthening of
Indonesian Rupiah against US Dollar.
Equity
Total companys equity for the six months period ended June 30, 2009 amounting to Rp 3,298.0 billion,
down by Rp 413.2 billion or 11.1% compare to total companys equity for the year ended December 31,
2008 which recorded at Rp Rp 3,711.2 billion. The decrease primarily due to the increase of Companys
deficit as well as decrease of translation adjustment.
Comparison of the years ended December 31, 2008 and 2007
Assets
Total companys assets for the year ended December 31, 2008 amounting to Rp 12,626.6 billion,
increase by Rp 3,251.8 billion or 34.7 % compare to total companys assets for the year ended
December 31, 2007 which recorded at Rp 9,374.8 billion. During this period, assets growth was largerly
come from the increase of Companys Oil and Gas Proeperties as a result of the development and
exploration activities as well as capitalization of the related interest.
Liabilities
Total companys liabilities for the year ended December 31, 2008 amounting to Rp 8,879.9 billion,
increase by Rp 2,857.4 billion or 47.5% compare to total companys liabilities for the year ended
December 31, 2007 which recorded at Rp 6,022.5 billion. During this period, total liabilities increased as a
result of the increase of Companys long term loan amounting to Rp 5,109.1 billion or 407.4%. That loan
obtained by EMPHS from CS and used to finance (i) loan repayment amounting to US$ 152.75 million
previously obtained from dari CS, (ii) loan repayment previously obtained from PMA Capital Management
Ltd., (iii) development activities of the existing assets, and (iv) working capital of the existing assets.
Equity
Total companys equity for the year ended December 31, 2008 amounting to Rp 3,711.2 billion , increase
by Rp 359,0 billion or 10.7% compare to total companys equity for the year ended December 31, 2007
which recorded at Rp 3,352.2 billion. The increase derived by translation adjustment.
Comparison of the years ended December 31, 2007 and 2006
Assets
Total companys assets for the year ended December 31, 2007 amounting to Rp 9,374.8 billion, increase
by Rp 549.4 billion or 6.2% compare to total companys assets for the year ended December 31, 2006
which recorded at Rp 8,825.4 billion. The assets increase reflected the increase of Companys short
term investment in form of placement of deposit.
46
Liabilities
Total companys liabilities for the year ended December 31, 2007 amounting to Rp 6,022.5 billion,
decrease by Rp 908.2 billion or 13.1% compare to total companys liabilities for the year ended
December 31, 2006 which recorded at Rp 6,930.7 billion. The decrease primarily attributable to current
liability which decreased by Rp 1,565.5 billion or 60.4% from decrease of current maturity of long term
loan amounting to Rp 3,687.7 billion or 74.6% as a result of loan repayment to CS amounting to US$ 275
million by EMPI dated May 16, 2007.
Equity
Total companys equity for the year ended December 31, 2007 amounting to Rp 3.352,2 billion, increase
by Rp 1,457.5 billion or 76.9% compare to total companys equity for the year ended December 31, 2006
which recorded at Rp 1.894,7 billion. The increase come from different due to change of equity in
subsidiary.
Important Ratios
Liquidity and Solvability
Liquidity measures reflect the companys ability to meet its short term obligations (liabilities). One way to
measure the liquidity ratio is to divide the short term assets by the short term liabilities within a specified
date. Solvency ratio reflects the companys ability to use all of its assets and equity to cover its total
debts. The solvency ratio is measured by dividing the total debts by the total equity, or by dividing the
total debts by the total assets.
Period ended June 30, 2009
The Companys liquidity ratio for the 6 months period ended on 30 June 2009 is 59.87%. The Companys
Debt to Equito ratio and Debt to Asset ratio for the 6 months period, ended 30 June 2009 are 2.58 x and
0.72 x respectively.
Comparison of the Years ended December 31, 2008 and 2007
The companys liquidity ratio for the year ended 31 Dec 2008 is 182.32% and it showed a 192.61%
increase from the liquidity ratio of 62.31% on 31 Dec 2007.
The Companys Debt to Equity ratio for the year ended 31 Dec 2008 is 2.39 x which was a 32.78%
increase from the previous years debt to equito ratio of 1.8x. The Companys Debt to Asset ratio for the
year ended 31 Dec 2008 is 0.71 x, which showeda 9.23% increase from the last years ratio of 0.65x.
Comparison of the Years ended December 31, 2007 and 2006
The Companys liquidity ratio for the year ended 31 Dec 07 is 62.31% which shows a 66.43% decrease
from the previous years ratio of 185.58%
The Companys debt to equito ratio for the year ended 31 Dec 2007 is 1.8 x, a 50.82% decrease from the
previous years ratio of 3.66x. The companys debt to asset ratio for the period ended 31 Dec 2007 is
0.65x, a 16.67% reduction from the previous years ratio of 0.78x.
Return on Equity and Return on Asset
Return on Equity is obtained by dividing the Companys Net Profit by its Total Equity. Return on Asset is
obtained by dividing the Companys Net Profit by the its Total Assets
Period ended June 30, 2009
The Companys Return on Equity for the 6 months period ended 30 June 2009 is (7.42%), while its
Return on Asset for the 6 months period ended 30 June 2009 is (2.07%)
47
The Company reported net cash provided by financing activities of Rp.434.1 billion for the
six months ended June 30, 2009, primarily due to draws by Kangean Energy Indonesia Limited and EMP
Kangean Exploration Limited on its capital and operating expenditure carry loans from Mitsubishi and
Japex. In addition, the Company recorded net cash inflows of Rp.316.5 billion from withdrawals of longterm investments, reflecting the Companys withdrawal of surplus cash that it had previously placed on
deposit for the settlement of certain residual tax liabilities that the Company had made provision for in
connection with its acquisition of the Kangean PSC.
For the year ended December 31, 2008, the Company reported net cash provided by financing
activities of Rp.1,546.7 billion, primarily as a result of the Companys drawdown of its US$450 million
secured term loan facility arranged by Credit Suisse, Singapore Branch in September 2008.
Approximately US$390.2 million of these borrowings was applied towards the repayment of existing
debt facilities and financing costs of the Company, which comprised a US$120 million notes issue
arranged by Merrill Lynch, a US$152.75 million credit facility arranged by Credit Suisse,
Singapore Branch and a US$108 million loan facility from PMA Capital Management Ltd. In addition,
the Company reported Rp.101.6 billion in payments to related parties, reflecting payments to ETJ in
connection with the management agreement entered into between KPSA, IMG, Semco, Costa, Kalila
Bentu and Kalila Korinci and ETJ. The Company also reported Rp.106.3 billion in placements of
restricted long-term cash, reflecting certain cash deposits made by the Company to fund ordinary
course performance bonds, as well as deposits by the Company of its surplus cash during this period.
Net cash used in financing activities amounted to Rp.894.8 billion for the year ended December 31,
2007.
During this period the Company recorded Rp.1,227.9 billion in cash outflows for the repayment of
long term loans, reflecting the repayment of the Companys portion of a US$275 million term loan
facility arranged by Credit Suisse, as well as net cash inflows of Rp.1,263.0 billion from issuances of
capital stock, reflecting the farm-out by the Company of a 50% working interest in the Kangean block
to Mitsubishi and Japex in May 2007. For the year ended December 31, 2007, the Company reported
Rp.403.3 billion in payments to related parties, reflecting payments made by the Company to settle
various payables due from KEL and PAN in connection with the deconsolidation of the Brantas
Subsidiaries, and Rp.526.5 billion in placements of long-term cash investments, which reflected a
placement of a cash investment by the Company in order to reserve for certain projected residual tax
liabilities which were expected to be payable in respect of the Companys acquisition of the Kangean
PSC.
For the year ended December 31, 2006, the Company reported net cash provided by financing
activities of Rp.4,833.2 billion, primarily driven by cash inflows of Rp.1,850.5 billion in long-term loans
arising from the Companys drawdown of a US$152.75 million facility to finance the development
activities of PT Tunas and its subsidiaries, as well as Rp.3,780.2 billion in cash inflows from issuances of
capital stock, representing the proceeds of a rights issue undertaken by the Company to finance its
acquisition of PT Tunas and its subsidiaries. These cash inflows were partly offset by Rp.378.9 billion
48
in payments to related parties, reflecting payments to ETJ in connection with the management
agreement entered into between KPSA, IMG, Semco, Costa, Kalila Bentu and Kalila Korinci and ETJ.
The Company also reported Rp.348.2 billion in cash outflows for payments of loans of acquired
subsidiaries, reflecting prepayments that the Company made in respect of the debt of PT Tunas and its
subsidiaries in connection with the acquisition of these entities in January 2006.
5.
Transactions in currencies other than Rupiah are recorded at the prevailing rates of exchange in effect on
the date of the transactions. As of the balance sheet date, all monetary liabilities denominated in
foreign currencies, the resulting net foreign exchange gains or losses are in the current periods
consolidated statements of income does not affected Companys operational and the subsidiaries in
foreign currecies transalatian
The impact of foreign currency transactions and translation presented in financial statements as part of
Translation Adjustments and Gain (Loss) on Foreign Exchange. As of June 30, 2009, The Company and
its subsidiaries have monetary assets and liabilities amounting to US$ 360,011,615 plus Euro 26,660
and US$ 737,150,817, respectively.
6.
Risk Management
Preparation and formulation of a framework and structure for the ERM program
implementation.
Implemention of ERM by evaluating the possible risks, planning risk control and documenting
the action plans (Risk Register) for every function in the Company.
Formulation of written procedures on ERM implementation as well as its corresponding
measures and methods of supervision.
Organization of training and a socialization program to each organization function, about
awareness of risks, impacts and how to tackle the problem.
To ensure rigorous risk management implementation, the Company has established a Risk
Management Unit (RMU) which is focusing on facilitating the ERM implementation by providing input
to the whole organization, especially during the stage of risk identification and implementation of risk
control strategy. The Risk Management Division functions as the RMU, and at the same time
facilitates periodic meetings between all units of the organization with the Risk Management
Committee (RMC), to discuss risks faced by the operating units or by the Company as a whole.
Members of the Risk Management Committee (RMC) are the Board of Directors and senior officers of
the Company. The RMCs main function is providing input for the formulation of mitigation strategies
for each identified risk. The Company has also established several other Committees, which have
been designed to fulfill role in each level of the organization, always referring to the principles of good
corporate governance.
The Risk Management Commissioner Committee, for example, is in charge of ensuring that ERM
implementation is working in accordance with its function in controlling business risks. Whereas The
49
Risk Management Support Committee is responsible for reviewing the conduct of risk management,
policies and risk control procedures in all functions to support the organization operation at the
corporate level. The last committee established is the Risk Management Operation Committee, which
has a similar function to the Risk Management Support Committee, with the difference in the object to
be reviewed, which is the Operation function in the Company.
Process of Integrated Risk Management Program
The first fundamental stage required for the effectiveness of risk management implementation is the
achievement of shared understanding by each function of the organization relating to the possible risk
and strategy to prevent it. Thats why socialization and training on care and awareness to the possible
risks encountered by the Company should be conducted. The existing framework and structure of
Risk Management Committee is very beneficial in supporting the effectiveness of ERM
implementation during its initial stages.
The next important stage is recording all existing and future risks faced by the Company by each
function of the organization. This document on risk identification is known as the Risk Register, and it
is the tool to accurately evaluate risks and risk control strategy. Results of the risk mapping process
are then applied to a risk matrix, specially designed to indicate the risk priority to be handled and
overcome by the Company.
The Company prepared the Risk Control Self Assessment (RCSA) and Risk Audit Manual as the
main tool and guideline for evaluating and controlling the ERM implementation. The RCSA is the tool
for identifying existing risks in the Companys operation and business process by involving employees
in all operational units and functions. The Risk Audit provides input and conducts monitoring in the
effectiveness of the risk management process, including evaluation of the Risk Register and the risk
control strategy.
The final stage of the ERM execution is the Post Implementation. During this stage, the overall risk
management process is evaluated in order to produce a recommendation beneficial for the following
phase of risk control implementation.
ERM implementation brings several advantages to the Company, which include Awareness of Risk to
all employees, Corporate Risk Profile which is able to capture risk level prioritization, and Mitigation
Strategy to reduce probability and severity of risks.
50
VII.
BUSINESS RISK
In performing its business activity, the Company and its Subsidiaries will not be free from various
kinds of risks, starting from risks related to petroleum and natural gas industry to any other risks
encountered by the Company and Subsidiaries. Risk illustrated in the following section shall
constitute the material risks for the Company and weighing has been done on the basis of the impacts
of each of the risks on the financial performance of the Company.
1.
The Company is a holding company whose largest portion of its revenues comes from its
Subsidiaries. The Company has the risks in form of high dependency on the activities and revenues
of its subsidiaries. Therefore, if the business activities and revenues of Subsidiaries decrease, then it
will greatly affect the revenues of the Company.
2.
The prices of Indonesia Oil and Gas in connection with petroleum and natural gas industry has direct
correlation with the international market condition of petroleum and natural gas industry, especially
the price fluctuation of Oil and Gas in the market. In the international market of petroleum and natural
gas industry, development of oil and gas prices greatly depends on the level of production volume
and demand quantity existing in the International market.
The Company and Subsidiaries have lower or more moderate level of risks in terms of natural gas
price fluctuation compared to the risk level of petroleum price fluctuation. This is due to the fact that
the sales contracts for the natural gas products produced by the Company and Subsidiaries are
general long term.
3.
Oil and Gas is non-renewable natural resources so the risks of Oil and Gas scarcity will be eventually
encountered by companies undertaking their businesses in petroleum and natural gas industry. In
addition, the new development of well drillings, the Company and its Subsidiaries also encounter the
risks of dry well.
4.
Non extension of production sharing contract with BPMIGAS as the representative of the Government
of the Republic of Indonesia is a risk that needs to consider. If during the effective term of the
contract, the Company and Subsidiaries are unable or even fail fulfill the terms and conditions of such
production sharing or cooperation contract, then the Company and Subsidiaries will face the risk of
termination and/or non-extension of the contract.
5.
Risk of Fire
Fire danger shall be something that must be recognized in exploration activity and oil and gas
production since the products are inflammable.
6.
Risk of Competition
Business activities in the form of oil and natural gas exploration and production in Indonesia are
undertaken by many oil and gas exploration and production companies, both national and multinational. Risk of competition more often occurs in the phases of acquisition process or takeover of
potential oil and gas blocks offered by the Government.
7.
51
Operation control over the working area of petroleum and gas in Malacca Strait PSC, Brantas PSC
and Kangean PSC, is fully performed by KPSA, Lapindo and EMP Kangean in accordance with Joint
Operation Agreement (JOA). As full operator, KPSA and EMP Kangean always liaise with many third
parties, and it certainly makes it possible for any party to solicit by a lawsuit or claim or dispute.
8.
Government Policy/regulation issued hereafter will certainly become a risk which may give adverse
impact to the continuation of contractors oil and gas exploration and production, such as regulation
that restricts the oil and gas exploration and production by private companies.
9.
All revenues and almost all charges or expenditures of the Company and Subsidiaries shall be made
in foreign currency, as Consolidated Financial Statement of the Company shall be presented in
Indonesias Rupiah currency, so the Company has the risks in form of foreign currency exchange rate
in terms of the presentation of its financial statement, under which the consolidated profit and loss
account shall serve as the basis for dividend distribution.
10. Risk of Unaccomplished Projection
Risk of unaccomplished projection may be due to the non accomplishment of volume production
target, sales and or prices of Oil and Gas as has previously been assumed or predicted, which will
directly affect the revenues and profits of the Company.
52
53
IX.
1.
PT Energi Mega Persada Tbk. (hereinafter referred to as the Company), having domicile in Jakarta,
by virtue of Deed No. 16, dated 16 October 2001, drawn up and passed before Rakhmat Syamsul
Rizal, S.H., M.H., Notary Public in Jakarta, as has obtained legalization from Minister of Justice and
Human Rights the Republic of Indonesia by virtue of Decree Minister of Justice and Human Rights of
the Republic of Indonesia Number: C2-14507 HT.01.01.TH.2001 dated 29 November 2001,
registered in Company Register under No. 195/BH.09.03/I/2002 at Company Registration Office
Municipality of South Jakarta dated 31 January 2002 as well as promulgated in State Gazette the
Republic of Indonesia No. 31, dated 16 April 2002, Supplement No. 3684
For the purpose of Initial Public Offering of the Company, the Companys Articles of Association
were amended by Deed of Minutes of Extraordinary General Meeting of Shareholders No. 40, dated
30 March 2004, executed and passed before Lena Magdalena, S.H., Notary Public in Jakarta
and has obtained approval from Minister of Justice and Human Rights the Republic of Indonesia
by virtue of Decree No. C-08031 HT.01.04 TH 2004, dated 2 April 2004, registered in Company
Register under No. Registration 487/RUB/09.03/V/2004 at Company Registration Office Municipality
of South Jakarta as at 31 May 2004 as well as promulgated in the State Gazette of the Republic of
Indonesia No. 97, dated 3 December 2004, Supplement No. 11746.
The Companys Articles of Associations latest amendment is by virtue of Deed No. 63, dated 31
October 2008, drawn up and passed before Humberg Lie, S.H., Notary Public in Tangerang, under
which an adjustment and modification to the Articles of Association to be in compliance with Law No. 40
Year 2007 and Regulation No. IX.J.I is made. Such amendment has obtained approval from Minister
of Law and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU10395.AH.01.02.Year 2009, dated 1 April 2009.
In its Articles of Association, the scope of business activities of the Company shall include among
others management services for Oil and Gas mining companies. On the basis, since its
establishment, the Company has taken various steps to be better established its business operation
development in petroleum and natural gas mining industry. Companys business activities are
performed in line with its roles as holding company for subsidiaries that has activity in oil and gas
mining industry sector.
2.
At present time, Company through its Subsidiaries are conducting on-shore and off-shore Oil and
Gas exploration, development and production. Company through its Subsidiaries is currently the
operator and owner of working interest 60.49% in Malacca Strait PSC in Province of Riau, 100% in
Bentu PSC in Province of Riau, 100% in Korinci Baru PSC in Province of Riau, 100% in Gelam TAC
in Province of Jambi, 53,437.5% in Tonga PSC in Province of North Sumatera, 100% in Semberah
TAC in Province of East Kalimantan, 70% in CBM Tabulako PSC in Province of East Kalimantan,
42% in Sangatta-2 PSC in Province of East Kalimantan. In addition, Company through its
Subsidiaries also holds 50% working interest in Gebang JOB PSC of the Province of North
Sumatera and 50% in Kangean PSC in Province of East Java.
54
The following tables summerize description of the contracts for each blocks:
3.
Development of the Companys share ownership from its establishment up to Right Issue I can be
seen in the Prospectus issued by the Company on 22 December 2005.
Working
Area
Kangean
Malacca
Strait
Size
2
Km
Result
4,508 km
9,492 km
Oil and
Gas
Bentu
1,043 km
Korinci Baru
252.5 km
Petroleum
Sungai Gelam
55.6 km
Semberah
40.5 km
Gebang
980.2 km
Tabulako
704.82 km
Sangatta - 2
909.40 km
Kondur Petroleum
S.A (Panama)
PT Imbang Tata
Alam (Indonesia)
Type of
Contract
End of
Contract
Term
50%
PSC
13 November
2010 and
has been
extended
up to
13 November
2030
60.49%
PSC
5 August 2020
100%
PSC
20 May 2021
100%
PSC
15 May 2027
40%
60%
34.46%
26.03%
Natural
Gas
Oil and
Gas
PT Insani Mitrasani
Gelam (Indonesia)
100%
TAC
15 May 2027
Oil and
Gas
PT Semberani
Persada Oil
(Indonesia)
100%
TAC
17 November
2015
50%
JOB
29 November
2015
Oil and
Gas
2,607.20 km
EMP Exploration
(Kangean) Ltd (UK)
Kangean Energy
Indonesia Ltd.
(Delaware, US)
Working
Interest
Natural
Gas
Tonga
Subsidiary
Costa International
Group Ltd (B.V.I)
Oil and
Gas
PT Mosesa
Petroleum
(Indonesia)
53.4375%
PSC
16 January
2037
Coalbed
Methane
Gas
PT Artha Widya
Persada
(Indonesia)
70%
PSC
5 May 2039
Coalbed
Methane
Gas
42%
PSC
5 May 2039
55
Development of the Companys share ownership from its establishment up to Right Issue I can be
seen in the Prospectus issued by the Company on 22 December 2005.
The tables below provides a breakdown of Companys share ownership at the time of Right Issue I on
22 December 2005
CAPITAL STOCK
Common Registered Shares
Par Value Rp 100,- (one hundred Rupiah) each share
Description
A.
Total Share
Authorized Capital
Nominal Value
15,000,000,000
1,500,000,000,000
4,379,297,791
2,873,322,866
1,191,518,675
678,073,813
477,003,495
4,801,596,732
14,400,813,372
437,929,779,100
287,332,286,600
119,151,867,500
67,807,381,300
47,700,349,500
4,801,596,732
1,440,081,337,200
599,186,628
59,918,662,800
B.
C.
30.41
19.95
8.28
4.71
3.31
33.34
100.00
Year 2006
Companys Shareholders structures on 31 December 2006 are as follow:
CAPITAL STOCK
Common Registered Shares
Par Value Rp 100,- (one hundred Rupiah) each share
Description
A.
Total Share
Authorized Capital
Nominal Value
55,000,000,000
5,500,000,000,000
4,088,864,035
4,741,855,486
446,912,286
314,488,667
4,808,692,898
14,400,813,372
408,886,403,500
474,185,548,600
44,691,228,600
31,448,866,700
480,869,289,800
1,440,081,337,200
C.
40,599,186,628
4,059,918,662,800
B.
56
28.39
32.93
3.11
2.18
33.39
100.00
Year 2007
Companys Shareholders structures on 31 December 2007 are as follow:
CAPITAL STOCK
Common Registered Shares
Par Value Rp 100.- (one hundred Rupiah) each share
Description
A.
Total Share
Authorized Capital
Nominal Value
55,000,000,000
5,500,000,000,000
3,505,609,718
3,768,183,184
149,992,286
314,488,667
6,662,539,517
14,400,813,372
350,560,971,800
376,818,318,400
14,999,228,600
31,448,866,700
666,253,951,700
1,440,081,337,200
C.
40,599,186,628
4,059,918,662,800
B.
24.35
26.17
1.05
2.18
46.25
100.00
Year 2008
Companys Shareholders structure on 31 December 2008 are as follow:
CAPITAL STOCK
Common Registered Shares
Par Value Rp 100.- (one hundred Rupiah) each share
Description
Total Share
A.
Authorized Capital
B.
(1)(2)
PT Brantas Indonesia
(1)(2)
PT Kondur Indonesia
(2)
Rennier Abdul Rachman Latief
(2)
Julianto Benhayudi
Public (each owner holds below 5%)
Nominal Value
55,000,000,000
5,500,000,000,000
3,255,719,334
3,776,683,184
54,909,500
50,000
7,313,451,354
325,571,933,400
377,668,318,400
5,490,950,000
5,000,000
731,345,135,400
22.61
26.23
0.38
0.00
50.78
14,400,813,372
1,440,081,337,200
100.00
40,599,186,628
4,059,918,662,800
Notes:
(1) Pursuant to statement letter dated 27 March 2009 on 31 December 2008 PT Kondur Indonesia and PT Brantas
Indonesia each holds consecutively 3,517,395,602 shares and 2,703,755,775 shares for the benefit of PT Bakrie &
Brothers Tbk.
(2) Founder Shareholder
57
Year 2009
Composition of the shareholders of the Company according to Shareholder Register as per 30
September 2009 issued by Share Registrar PT Ficomindo Buana Registrar shall be:
CAPITAL STOCK
Common Registered Shares
Nominal Amount Rp.100.- (one hundred Rupiah) per Share
Description
Share Amount
A.
Authorized Capital
55,000,000,000
B.
PT Brantas Indonesia
(1)(2)
PT Kondur Indonesia
(2)
Rennier Abdul Rachman Latief
(2)
Julianto Benhayudi
Public (each holds below 5%)
(1)(2)
Nominal Amount
5,500,000,000,000
3,000,000
300,000,000
0.02
2,703,755,775
3,775,000,000
388,496,500
50,000
7,530,511,097
270,375,577,500
377,500,000,000
38,849,650,000
5,000,000
753,051,109,700
18.78
26.21
2.70
0.00
52.29
14,400,813,372
1,440,081,337,200
100.00
40,599,186,628
4,059,918,662,800
Notes:
(1) Pursuant to statement letter dated 5 October 2009 on 30 September 2009 PT Kondur Indonesia and PT Brantas Indonesia
each hold consecutively 3,517,395,602 shares and 2,703,755,775 shares for the benefit of PT Bakrie & Brothers Tbk.
(2) Founder Shareholder
4.
b)
That in accordance with the Companys Share Registry (DPS) as of 30 June 2009, KI and
BI are each registered as the shareholder of the Company in amount of:
KI = 3,776,683,184 shares (26.23%)
BI = 3,055,718,597 shares (21.22%)
Pursuant to the Statement Letter of KI and BI dated 3 July 2009 the amount of shares
registered under the name of KI in amount of 3,517,395,602 shares (24.42%) and shares
registered under the name of BI in amount of 2,703,755,775 shares (18.78%) are held for
the interests of BB. The balance of the amount of the shares being 259,287,582 (1.80%) are
owned by KI and the amount of 351,962,822 shares (2.44%) are owned by BI. Therefore
the total ownership of the Companys shares owned by BB which are registered under the
name of KI dan BI as of 30 June 2009 are 6,221,151,377 shares (43.20%).
Besides owning Companys shares through KI and BI, based on the Company Shares
Registry as of 30 June 2009 BB on its own name is also registered as the owner of the
3,000,000 shares (0.02%) of the Company. Therefore the total amount of shares of the
Company owned by BB either registered under the name of KI and BI or under its own
name are 6,224,151,377 shares (43.22%).
As to the transfer of the Companys shares from KI and BI both as the seller to BB as the
buyer, which has been approved by shareholders of BB in its Extraordinary General
58
Meetings of Shareholders dated 17 March 2008 are executed in accordance with the
following documents:
a. Amended and Restated Conditional Sale and Purchase Agreement with regard to the
shares of PT Energi Mega Persada Tbk between PT Bakrie & Brothers Tbk as Buyer
and PT Kondur Indonesia and PT Brantas Indonesia as Sellers dated 5 March 2008
(Amended and Restated CSPA dated 5 March 2008);
b. Letter from PT Bakrie & Brothers Tbk to PT Kondur Indonesia dated 8 April 2008
regarding the Amended and Restated CSPA dated 5 March 2008;
c. Letter from PT Bakrie & Brothers Tbk to PT Brantas Indonesia dated 8 April 2008
regarding the Amended and Restated CSPA dated 5 March 2008.
Pursuant to the letter received by the Company from PT KI and PT BI dated 5 October 2009
major part of the shares registered under the name of KI and BI are owned by BB.
In accordance with the Principal on the Preparation and the Presentation of the Financial
Report Paragraph 35 regarding substance over form it is stated that event or transaction
are to be recorded and presented based on the substance and economic facts, and not
merely its legal substance. Therefore based on the principal and the facts abovementioned,
the capital structure of BB ownership is presented by way of consolidation in the Financial
Report of the Company as of 30 June 2009 in amount of 6,224,151,377 shares (43.22%).
c)
b.
59
c.
d.
In connection with the covenant governed under the agreement between KI and BI with
their creditor, there is no covenant provision which could incriminating the Company in
conducting this Second Rights Offering.
d. KI and BI has obtained approval from their creditor on the issuance of the new
shares by Company.
Pursuant to the prevailing regulations and Companys articles of association the authorized party to
attend the Extraordinary Shareholders Meeting is the shareholder whose name registered in the
Company Shares Registry one day before the date of invitation of the Meeting to the Shareholders,
which in this case KI and BI is the shareholders which officially registered in the Company Shares
Registry as of the Company on 9 December 2009 issued by Share Registrar PT Ficomindo Buana
Registrar as stated in Legal Opinion Report issued by Hadiputranto. Hadinoto & Partners No. 176888v3 dated 23 December 2009.
5.
60
Capital structure
According to Share Register (DPS) per 31 December 2009. shareholders and share ownerhsip
structures are as follows:
Shareholders
Authorized Capital
Series A
Series B
Series C
Total Amount of Authorized Capital
Subscribed and Paid-Up Capital
Credit Suisse. cabang Singapura S/A Long Haul
Holding Ltd-BB
Long Haul Holdings Ltd
Marque Assets Capital Inc
Credit Suisse. Singapura
Step-Forward Investments Ltd S/A Karisto
Intenasional Pte Ltd
Mellon S/A Cudill Recovery FD
PT Bakrie Capital Indonesia
PT Bakrie Investindo
Armansyah Yamin
E J Abidin Monot
Reginald Edward Kreefft
Dewi Asmara Hamizar
Indra Usmansyah Bakrie
Public
Total Amount of Subscribed and Paid-Up Capital
Total of the unissued capital
Serie A
Serie B
Serie C
Total Share
Nominal Value
775,008,000
3,681,288,000
367,740,292,000
372,196,588,000
3,875,040,000,000
2,576,901,600,000
73,548,058,400,000
80,000,000,000,000
20,251,500,000
4,050,300,000,000
21.61
3,211,500,000
3,199,440,220
3,155,886,875
642,300,000,000
639,888,044,000
631,117,375,000
3.43
3.41
3.37
2,217,259,695
443,451,939,000
2.37
2,000,000,000
1,943,383,000
24,541,151
18,167,991
79,995
75,996
40,595
550
57,699,175,422
93,721,051,490
278,475,536,510
581,256,000
277,894,280,510
400,000,000,000
388,676,699,000
122,705,755,000
90,839,955,000
399,975,000
379,980,000
202,975,000
2,750,000
14,101,341,891,000
21,511,607,338,000
58,488,392,662,000
2,906,280,000,000
55,582,112,662,000
2.13
2.07
0.03
0.02
0.00
0.00
0.00
0.00
61.56
100.00
Total Share
Nominal Value
Shareholders
Note :
Series A Shares at par value Rp 5,000.- per share
Series B Shares at par value Rp 700.- per share
Series C Shares at par value Rp 200.- per share
Management and Supervision
According to the Deed of Statement of Resolutions of Extraordinary General Meeting of Shareholders
No. 33 dated 7 July 2009. drawn up before Humberg Lie. SH. SE. Mkn.. public notary in Tangerang.
structure of the board of BB are as follows:
Board of Commissioners
President Commissioner
Commissioner
Commissioner
Independent Commissioner
:
:
:
:
Board of Directors
President Director
Director
Director
Irwan Sjarkawi
Armansyah Yamin
Nugroho I. Purbowinoto
Mohammad Ikhsan
61
Director
Director
Description
Balance Sheet
ASSETS
Current Assets
Non-Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilites
Non-Current Liabilities
TOTAL LIABILITIES
Minority Interest
Equity
TOTAL LIABILITIES AND EQUITY
Profit (Loss) Statement
NET SALES
Business Profit (Loss)
NET PROFIT (LOSS)
30 June
2009
2008
31 December
2007
2006
4,413.2
21,698.6
26,111.8
5,220.6
20,197.4
25,418.0
4,195.1
9,942.1
14,137.2
2,365.0
6,301.8
8,666.8
4,198.2
11,040.7
15,238.9
4,117.1
6,755.8
26,111.8
9,614.4
4,301.2
13,915.6
4,019.1
7,483.2
25,418.0
3,353.2
3,894.6
7,247.8
1,982.0
4,907.5
14,137.3
1,219.3
1,943.2
3,162.5
1,026.4
4,477.9
8,666.8
3,463.6
399.8
(124.5)
8,404.7
1,251.0
(15,855.3)
5,288.8
862.1
233.4
4.3
611.0
216.0
62
Capital Structure
At the time of the issue of this Prospectus. the capital structure of KI shall be as follows:
Description
A.
Authorized Capital
B.
Julianto Benhayudi
Supartono
Total Share
Nominal Value
500
500,000,000
199
1
199,000,000
1,000,000
99.99
0.01
200
200,000,000
100.00
300
300,000,000
63
Capital structure
At the time of the issue of this Prospectus. the capital structure of BI shall be as follows:
Description
Total Shares
Nominal Value
2000
2,000,000,000
Julianto Benhayudi
Supartono
499
1
499,000,000
1,000,000
99.80
0.20
500
500,000,000
100.00
1,500
1,500,000,000
A.
Authorized Capital
B.
C.
: Nazamudin Latief
On the basis of Deed of Statement of Meeting Resolution No. 126 dated 29 May 2009. executed and
passed before Humberg Lie. S.H.. SE.. Mkn. Notary Public practicing in Tangerang. the most recent
structure of members of Board of Commissioners and Board of Directors of the Company shall be as
follows:
Board of Commissioners
President Commissioner
Independent Commissioner
Independent Commissioner
Commissioner
Commissioner
:
:
:
:
:
Board of Directors
President Director
Director
Director
Ari S. Hudaya
A. Qoyum Tjandranegara
Sulaiman Zuhdi Pane
Suyitno Patmosukismo
Nalinkant A. Rathod
64
The followings are the brief curriculum vitae of each member of the Board of Commissioners and
Board of Directors of the Company:
BOARD OF COMMISSIONERS
65
66
67
BOARD OF COMMISSIONER
COMMITTEES
AUDIT
RISK MANAGEMENT
CONFLICT OF INTEREST
COMPLIANCE
REMUNERATION
PRESIDENT
DIRECTOR
BOARD OF DIRECTOR
Imam P Agustino
FINANCE
OPERATIONS
DIRECTOR
DIRECTOR
Amir Balfas
Riri Harahap
VP Capital Market
BUSINESS DEVELOPMENT
Thomas L Soulsby
ADVISORY BOARD
Corporate Secretary
Pursuant to Appointment Letter of President Director no. 038/SK-Dir/VI/05, Company has appointed
Riri Harahap as Corporate Secretary of the Company.
Duties and responsibilities of Corporate Secretary of the Company are:
External function:
1.
2.
3.
4.
Internal function:
1.
As a person who is responsible in the preparation and execution of the General Meeting of
Shareholders and any corporate action.
68
2.
3.
4.
5.
To give administrative support to the Board of Directors and Board of Comissioners to any matter
in connection with but not limited to the preparation and recording of any resolutions issued by
the Board of Directors and Board of Commissioners of the Company.
To coordinate all matters in connection with the implementation of Board Directors and Bord
Commissioners resolutions to the department/operation unit concerned.
To take responsiblity for the preparation and execution of any action in connection with
Bapepam-LK, Bursa Efek Indonesia, capital market supporting agent and company.
To coordinate with Companys department/operation unit regarding matters in connection with
enforcement of the legal and binding resolutions (Legal Compliance) so that creates a good
corporate governance.
7.
Human resources is vital matter for the Company and Subsidiaries as partners in order to accomplish
success in every business and activity. Therefore, human resources monitoring and development
shall need to be conducted in sustainable and well-planned manners so each employee can give his
or her optimum contribution to the performance of the Company and its Subsidiaries. In addition, the
realization of management policy related to the roles of human resources shall be done by complying
with government regulations regarding manpower such as participation in Manpower Social Security
Insurance program or Jaminan Sosial Tenaga Kerja (JAMSOSTEK).
For the purpose of increasing work productivity, the Company and its Subsidiaries give an opportunity
to the employees to earn proper education and training as refreshing method or for giving additional
skills. In the implementation, the Company and its Subsidiaries engage the employees in seminars,
workshops or specific courses in accordance with their duties or jobs both in Indonesia and overseas.
This is also including the development mentoring and development in sustainable and well-planned
manners.
At the time of the issue of this Prospectus, Company and Subsidiaries employ 824 personnels. The
following table shows the composition of the human resources of the Company and Subsidiaries on
the basis of education level, management, age.
Composition of Employee by Education Level:
Year 2009
Education Level
S2/Master Degree
S1/Bachelor Degree
Academy/Diploma
SHS, JHS and Others
Total
Company
Total
1
28
13
29
71
%
1%
39%
18%
41%
100%
Subsidiary
Total
%
41
7%
274
44%
96
16%
208
34%
619
100%
Total
Total
42
302
109
237
690
%
6%
44%
16%
34%
100%
Year 2008
Education Level
S2/Master Degree
S1/Bachelor Degree
Academy/Diploma
SHS, JHS and Others
Total
Company
Total
1
28
13
34
76
Subsidiary
%
1%
37%
17%
45%
100%
69
Total
38
323
110
207
678
%
6%
48%
16%
31%
100%
Total
Total
39
351
123
241
754
%
5%
47%
16%
32%
100%
Year 2007
Education Level
S2/Master Degree
S1/Bachelor Degree
Academy/Diploma
SHS, JHS and Others
Total
Company
Total
1
19
13
18
51
Subsidiary
Total
Total
Total
2%
37%
25%
35%
100%
27
260
60
196
543
5%
48%
11%
36%
100%
28
279
73
214
594
5%
47%
12%
36%
100%
Year 2006
Education Level
S2/Master Degree
S1/Bachelor Degree
Academy/Diploma
SHS, JHS and Others
Total
Company
Total
1
14
11
14
40
Subsidiary
Total
Total
Total
3%
35%
28%
35%
100%
18
157
39
180
394
5%
40%
10%
46%
100%
19
171
50
194
434
4%
39%
12%
45%
100%
Company
Total
%
4
6%
Subsidiary
Total
Total
10
%
2%
Total
14
%
2%
6%
7%
11%
28%
21%
21%
100%
88
98
103
170
10
140
619
14%
16%
17%
27%
2%
23%
100%
92
103
111
190
25
155
690
13%
15%
16%
28%
4%
22%
100%
Company
Total
%
4
3%
Total
9
%
1%
Total
13
%
2%
86
105
106
171
10
152
639
13%
16%
17%
27%
2%
24%
100%
103
127
125
194
25
167
754
14%
17%
17%
26%
3%
22%
100%
4
5
8
20
15
15
71
Year 2008
Management Level
Board of Commissioners &
Directors
Manager
Supervisor
Staff
Junior Staff
Secretary
Foreman
Total
17
22
19
23
15
15
115
15%
19%
17%
20%
13%
13%
100%
70
Subsidiary
Total
Year 2007
Management Level
Board of Commissioners &
Directors
Manager
Supervisor
Staff
Junior Staff
Secretary
Foreman
Total
Company
Total
%
3
5%
Subsidiary
Total
Total
11
%
2%
Total
14
%
2%
3%
18%
19%
21%
16%
18%
100%
72
75
95
167
7
105
532
14%
14%
18%
31%
1%
20%
100%
74
86
107
180
17
116
594
12%
14%
18%
30%
3%
20%
100%
Company
Total
%
1
2%
Total
10
%
3%
Total
11
%
3%
46
60
92
73
6
105
392
12%
15%
23%
19%
2%
27%
100%
48
66
100
81
14
114
434
11%
15%
23%
19%
3%
26%
100%
2
11
12
13
10
11
62
Year 2006
Management Level
Board of Commissioners &
Directors
Manager
Supervisor
Staff
Junior Staff
Secretary
Foreman
Total
2
6
8
8
8
9
42
5%
14%
19%
19%
19%
21%
100%
Subsidiary
Total
Total
24
27
14
6
71
Company
%
34%
38%
20%
8%
100%
Subsidiary
Total
%
175
28%
129
21%
185
30%
130
21%
619
100%
Total
199
156
199
136
690
Total
Total
24
27
16
9
76
Company
%
32%
36%
21%
12%
100%
Subsidiary
Total
%
182
27%
156
23%
193
28%
147
22%
678
100%
Total
206
183
209
156
754
Total
14
20
12
5
51
Company
%
27%
39%
24%
10%
100%
Subsidiary
Total
%
78
14%
113
21%
182
34%
170
31%
543
100%
Total
92
133
194
175
594
%
29%
23%
29%
20%
100%
Year 2008
Age
< 30 yrs
30 - 40 yrs
41 - 50 yrs
> 50 yrs
Total
Total
%
27%
24%
28%
21%
100%
Year 2007
Age
< 30 yrs
30 - 40 yrs
41 - 50 yrs
> 50 yrs
Total
71
Total
%
15%
22%
33%
29%
100%
Year 2006
Age
Total
11
17
10
3
41
< 30 yrs
30 - 40 yrs
41 - 50 yrs
> 50 yrs
Total
Company
%
27%
41%
24%
7%
100%
Subsidiary
Total
%
47
12%
49
12%
137
35%
160
41%
393
100%
Total
58
66
147
163
434
Total
Subsidiary
Total
Total
%
13%
15%
34%
38%
100%
Company
%
Total
Permanent
71
75.5%
619
29.8%
690
31.8%
Contract
23
24.5%
1,457
70.2%
1,480
68.2%
Total
94
100.0%
2,076
100.0%
2,170
100.0%
Year 2008
Age
Total
Company
%
Subsidiary
Total
Total
%
Total
Permanent
76
69.1%
678
33.4%
754
35.3%
Contract
34
30.9%
1,351
66.6%
1,385
64.7%
110
100.0%
2,029
100.0%
2,139
100.0%
Total
Year 2007
Age
Company
Total
Subsidiary
Total
Total
Total
Permanent
51
53.1%
543
32.4%
625
34.7%
Contract
45
46.9%
1,132
67.6%
1,177
65.3%
Total
96
100.0%
1,675
100.0%
1,802
100.0%
Year 2006
Age
Company
Total
Permanent
40
Contract
Total
Subsidiary
12.7%
Total
Total
Total
394
87.3%
434
100.0%
81
6.8%
1,116
93.2%
1,197
100.0%
121
19.5%
1,510
180.5%
1,631
200.0%
Subsidiary
Total
%
31
18%
Total
31
%
18%
43
57
25
18
174
25%
33%
14%
10%
100%
Total
Total
0
Company
%
-
0
0
0
0
0
72
43
57
25
18
174
25%
33%
14%
10%
100%
Total
Year 2008
Work Type
GEOLOGYST AND GEOPHYSICIST
ENGINEERING,
PLANNING
&
DEVELOPMENT
OPERATIONS AREA
OPERATIONS & ASSETS
TECHNICAL SUPPORT SERVICES
Total
Total
0
Company
%
-
0
0
0
4
4
Total
0
Company
%
-
0
0
0
0
0
Total
0
Company
%
-
0
0
0
0
0
Subsidiary
Total
%
32
18%
Total
Total
32
%
18%
23%
34%
14%
10%
101%
40
60
25
22
179
23%
34%
14%
13%
103%
Subsidiary
Total
%
30
17%
Total
30
%
17%
22%
42%
14%
6%
102%
39
73
25
10
177
22%
42%
14%
6%
102%
Subsidiary
Total
%
15
9%
Total
15
%
9%
28
81
24
0
148
16%
47%
14%
0%
85%
40
60
25
18
175
Year 2007
Work Type
GEOLOGYST AND GEOPHYSICIST
ENGINEERING,
PLANNING
&
DEVELOPMENT
OPERATIONS AREA
OPERATIONS & ASSETS
TECHNICAL SUPPORT SERVICES
Total
39
73
25
10
177
Total
Year 2006
Work Type
GEOLOGYST AND GEOPHYSICIST
ENGINEERING,
PLANNING
&
DEVELOPMENT
OPERATIONS AREA
OPERATIONS & ASSETS
TECHNICAL SUPPORT SERVICES
Total
28
81
24
0
148
16%
47%
14%
0%
85%
Total
At the time of the issue of this Prospectus, Company and Subsidiaries employ 2 (two) foreign
expatriates, with details as follows :
Company
No.
Citizenship
Position
No. KITAS
Name
Australia
2C21JE3081AM
17 October 2010
Australia
T.A BID
MECHANICAL
TA. BID. Business
Development
Validity
2C21JE7072-H
27 November 2009
73
Graduates, in addition to experienced professionals. In recruiting High Potential Fresh Graduates, the
Company sets up cooperation with a number of well known universities in Indonesia to search fro the
best candidates.
Training and Development for Workers
At present, the Company is doing Acceleration Development Program, followed by 80 Professional
Trainees for various kinds of training and education both in classroom and outside classroom. For
outside classroom, it includes education performed in cooperation with Infantery Military Education
Center of Indonesian Army or Pusdikif Infanteri Kodiklat A.D. in Bandung and in cooperation with PPT
Oil and Gas Cepu as well as SECAPA A.D. in Bandung for certification program as Production
Offshore Operator and Maintenance Technician.
The Company also conducts competence-based training and development, called Competency
Based Human Resource Management (CBHRM). In CBHRM, the Company instills core values:
EAGLES (Enthusiasm and Ethics, Achievement, Going Forward, Leadership, Endless Learning, and
Safe Operations). These Core values must be possessed by all individual workers. CBHRM or
Competency Based Human Resource Management determines the competence that has to be
owned by every position within the organization, then assessment is conducted to worker
competence serving such position, and furthermore, the competence gap between the required level
and the level that the workers have can be identified. On the basis of such gap, types of necessary
training and development can be identified to be provided to the relevant workers.
Career Development
The Company provides extensive and equal opportunity to all workers who have outstanding job
performance within the organization in order to fill in higher position. As part ofSuccession Planning,
internal HR from the internal organization with high achievement shall deserve the first priority and to
have the opportunity for career development or promotion and appropriate level of position.
Operational pattern in form of dynamic Business Unit within the organization environment strongly
supports HR development. This is due to the fact that the Company can perform rotation or
assignment of HR among Business Units that respectively has distinguished uniqueness. Through
this rotation program, HR may gain new intelectual and knowledge exposure that will enrich their
knowledge, skills or work attitudes.
In Oil and Natural Gas industry,Petro-Technical Professional (PTP) experts receive special
attention, in line with strict competition to obatin professional experts with highly special skills.
Therefore, the Company gives extensive opportunity to those who are willing to develop their
potential, both by in-class training (external/in-house) and through Structural Mentoring Program in
form direct engagement of PTP or Petro-Technical Professionals in the Company projects or
programs, under direct supervision of the mentors. The implemented fields of related studies shall
include Production Enhancement Study, Integrated Reservoir Study and Near Field Exploration
Development Study.
The Company also facilitates and strongly support PTP or Petro-Technical Professionals to actualize
their experience during the dtudy in form of the making of scientific paper for presentation in forum or
conference of Petroleum & Natural Gas Experts both in Indonesia and in Asia Pasific (SPE Asia
Pacific Oil & Gas Conference and Indonesian Petroleum Association Conference). Opportunity for
self actualization by PTP shall form a support by the management which will eventually support and
enourage their career development within the organization. The fruits of such career development
program have been proven from the position being served by a number of PTP or Petro-Technical
Professionals at the top management level of the organization
In conducting its business operations, and in accordance with PSC and TAC agreements, all assets
acquired and used by Subsidiaries in producing and incrementing Oil and Gas reserves shall
constitute the Government property. However, Subsidiary shall have the right to operate and receive
benefits from the production or revenues generated by such asset (right to use). On the basis of such
matters, all such asset shall be recorded as Oil and Gas asset in Consolidated Financial Statement of
the Company and Subsidiaries.
74
All investment and expenditures on such assets may be borne by Government and set-off from the
percentage of Government gain portion set out in PSC and TAC.
8.
In conducting its business operations, and in accordance with PSC and TAC agreements, all assets
acquired and used by Subsidiaries in producing and incrementing Oil and Gas reserves shall
constitute the Government property. However, Subsidiary shall have the right to operate and receive
benefits from the production or revenues generated by such asset (right to use). On the basis of such
matters, all such asset shall be recorded as Oil and Gas asset in Consolidated Financial Statement of
the Company and Subsidiaries.
All investment and expenditures on such assets may be borne by Government and set-off from the
percentage of Government gain portion set out in PSC and TAC.
9.
Company Name
Address
Participatio
n
Percentage
Date of
Incorporati
on
Business Activities
75%
14
December
2004
49.99%
100%
21 August
2006
100%
12 July
1984
75
PT Tunas Harapan
Perkasa (Indonesia)
PT EMP Energi
Indonesia
Delaware.
USA
Wisma Mulia.
33rd Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
99.99%
8 August
2005
Wisma Mulia.
33rd Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
99.99%
28
September
2009
Gd. Wisma
Bakrie 2. 7th
Floor
Jl. H.R.
Rasuna Said
Kav.B-2
Jakarta 12920
70%
21 January
2009
PT Artha Widya
Persada (Indonesia)
Gd. Wisma
Bakrie 2.7th
Floor
Jl. H.R.
Rasuna Said
Kav.B-2
Jakarta 12920
70%
21 January
2009
PT Imbang Tata
Alam (Indonesia)
Wisma Mulia.
27th Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
99.99%
1 June 2001
10
EMP Holdings
Singapore Pte. Ltd
100%
4 October
2007
11
Enviroco Company
Limited
10 Anson
Road. #03-05.
International
Plaza
Singapore
079903
A.C.T.
Offshore
(Proprietary)
Limited
Oliaji Trade
Centre. 1st
Floor Victoria.
100%
17 July
2007
76
Mahe
Seychelles
12 Tunas Harapan
80 Raffles
100%
17 May
Perkasa Pte. Ltd
Place #16-20
2006
UOB Plaza.
Singapore
048624
Ownership Through Energi Mega Pratama Inc. (B.V.I)
13 EMP Exploratioan
Clifford
100%
17 March
(Kangean) Ltd.
Chance
1966
(England)
Secretaries
Limited
10 Upper
Bank Street .
London E14
5JJ
United
Kingdom
14 Kangean Energy
113 Barksdale
100%
29 August
Indonesia Ltd
Professional
1980
(Delaware)
Center.
Newark. DE
19711-3258
Delaware.
USA
Ownership Through RHI Corporation
15 Kondur Petroleum S. Icaza.
100%
7 December
A
Gonzales-Ruiz
1967
& Aleman.
Calle Aquilino
de la Guardia
No.8.
IGRA
Building.Pana
ma. Republic
of Panama
Ownership Through PT Tunas Harapan Perkasa (Indonesia)
16 PT Semberani
Wisma Mulia.
99.99%
23
Persada Oil
29th Floor
December
(Indonesia)
Jl. Jend Gatot
1994
Subroto No.42
Jakarta 12710
17 PT Insani Mitrasani
Wisma Mulia.
99.99%
21 April
Gelam
23rd Floor
1997
(Indonesia)
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
18 Costa International
Wisma Mulia.
100%
11 April
Group Ltd (B.V.I)
27th Floor
2000
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
77
19
20
Wisma Mulia.
27th Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
Wisma Mulia.
27th Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
100%
18
Ownerhip of 100% working
September interest in Bentu PSC.
2003
100%
18
December
2003
Description regarding each Subsidiaries which are still operating are as follows:
1. RHI Corporation (RHI)
Brief History
Pursuant to the Legal Opinion dated 12 November 2009 from Smith Katzenstein Furlow LLP, RHI is
legal entity duly incorporated and existing under and in accordance with of the laws of the State of
Delaware, the United States of America dated 12 July 1984 based on Corporation File Number
2039746.
Business Activity
Business activity of RHI is holding shares ownership in Kondur Petroleum S.A. RHI is authorized and
has power pursuant to General Corporations of Delaware and articles of association of RHI to run its
business activity.
Capital Structure
Capital structures of RHI comprise of shares without par value as follows:
Capital
PT Energi Mega Persada Tbk is the only shareholder of the shares of RHI.
Shareholders
Based on Stock Transfer Ledger and Share Register, 100% of RHIs shares is owned by the
Company.
Management and Supervision
At the time of the issue of this Prospectus, Structure of the Board of Directors of RHI are as follows:
Description
30 June
2009
Balance Sheet
ASSETS
Total Current Assets
Total Non Current Assets
TOTAL ASSETS
36.36
217.76
254.12
35.40
205.28
240.68
13.34
153.76
167.10
21.42
134.46
155.88
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
TOTAL LIABILITIES
Equity
24.57
192.76
217.33
36.79
25.73
171.37
197.10
43.58
45.58
89.03
134.61
32.49
5.84
120.19
126.03
29.85
78
254.12
240.68
167.10
155.88
16.57
(0.68)
(6.78)
60.46
28.11
11.08
38.82
13.34
2.64
52.68
22.94
11.74
Profits (Loss)
NET SALES
BUSINESS PROFIT (LOSS)
NET PROFIT (LOSS)
Total
Shares
Certificate
Serial Number
5,005
5,005,000
RHI Corporation
4,995
4,995,000
10,000
10,000,000
Nominal Value
(US$)
A-5
A-6
50.05
49.95
79
Description
30 June
2009
2008
ASSETS
Total Current Assets
Total Non Current Assets
TOTAL ASSETS
36.37
217.75
254.12
35.40
205.28
240.68
13.34
153.76
167.10
21.42
134.46
155.88
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
TOTAL LIABILITIES
Equity
TOTAL LIABILITIES AND EQUITY
24.58
192.57
217.15
36.98
254.12
25.74
171.19
196.93
43.75
240.68
13.21
121.23
134.44
32.66
167.10
5.83
120.03
125.86
30.02
155.88
16.57
(0.68)
(6.78)
60.46
28.12
11.10
38.83
13.35
2.64
52.68
22.95
11.75
Balance Sheet
Profit (Loss)
NET SALES
BUSINESS PROFIT (LOSS)
NET PROFIT (LOSS)
Total Shares
Nominal Value
A.
Authorized Capital
400,000
400,000,000,000
B.
102,885
102,885,000,000
80
99.99
Endamara Siregar
297,114
1,000,000
0.01
102,886,000,000
100.00
297,114,000,000
30 June
2009
2008
ASSETS
Total Current Assets
Total Non Current Assets
TOTAL ASSETS
11.24
109.14
120.38
16.52
109.41
125.93
8.94
81.80
90.74
15.72
66.50
82.22
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
TOTAL LIABILITIES
Equity
TOTAL LIABILITIES AND EQUITY
18.84
74.05
92.89
27.49
120.38
16.23
78.80
95.03
30.90
125.93
34.40
38.98
73.38
17.36
90.74
6.49
59.04
65.53
16.69
82.22
12.32
(0.67)
(3.40)
47.25
23.36
13.53
28.71
10.68
0.67
38.69
16.66
7.18
Balance Sheet
Profit (Loss)
NET SALES
BUSINESS PROFIT (LOSS)
NET PROFIT (LOSS)
81
: US$ 52,000,020
Subscribed Capital
: US$ 52,000,020
Description
A.
Authorized Capital
52,000,020
52,000,020
B.
26,000,000
13,000,005
13,000,005
26,000,000
13,000,005
13,000,005
49.99
25.00
25.00
10
10
0.01
52,000,020
52,000,020
100
Total Shares
82
Description
30 June
2009
2008
31 December
2007
2006
ASSETS
Total Current Assets
Total Non Current Assets
TOTAL ASSETS
62.95
695.14
758.09
78.35
673.72
752.07
89.80
585.20
675.00
74.86
411.43
486.29
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
TOTAL LIABILITIES
Equity
TOTAL LIABILITIES AND EQUITY
28.59
276.12
304.71
453.38
758.09
67.97
225.67
293.64
458.43
752.07
76.49
150.50
226.99
448.01
675.00
71.19
351.17
422.36
63.93
486.29
18.25
(11.45)
(5.04)
40.49
(22.51)
10.27
48.25
(0.03)
31.62
52.80
13.92
32.20
Balance Sheet
Profit (Loss)
NET SALES
BUSINESS PROFIT (LOSS)
NET PROFIT (LOSS)
Total Shares
1,000
100,000
100
100
10,000
10,000
C.
900
90,000
A.
Authorized Capital
B.
83
100
100
30 June
2009
2008
ASSETS
Total Current Assets
Total Non Current Assets
TOTAL ASSETS
39.22
361.73
400.95
50.14
347.72
397.86
56.27
275.10
331.37
45.03
195.92
240.95
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
TOTAL LIABILITIES
Equity
TOTAL LIABILITIES AND EQUITY
17.67
293.80
311.47
89.48
400.95
27.20
278.33
305.53
92.33
397.86
58.42
182.69
241.11
90.26
331.37
50.05
117.26
167.31
73.64
240.95
10.95
(6.43)
(2.85)
24.30
(11.97)
2.07
28.95
1.20
16.62
31.68
10.24
19.08
Balance Sheet
Profit (Loss)
NET SALES
BUSINESS PROFIT (LOSS)
NET PROFIT (LOSS)
Business Activity
Business activity of EEKL is carried out exploration and exploitation of natural petroleum and gas and
and as the owner of 40% working interest in Kangean PSC. East Java. Indonesia.
84
1,000
Nominal Value
(poundsterling)
100,000
100
100
10,000
10,000
C.
900
90,000
Description
A.
Authorized Capital
B.
Total Shares
100
100
30 June
2009
2008
ASSETS
Total Current Assets
Total Non Current Assets
TOTAL ASSETS
23.67
237.80
261.47
28.15
229.23
257.38
37.54
180.92
218.46
30.12
128.21
158.33
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
TOTAL LIABILITIES
Equity
TOTAL LIABILITIES AND EQUITY
11.88
209.25
221.13
40.34
261.47
17.13
197.73
214.86
42.52
257.38
64.26
118.32
182.59
35.88
218.46
43.92
73.21
117.13
41.20
158.33
7.30
(4.75)
(2.19)
16.20
(9.84)
6.65
19.30
(1.10)
(5.32)
21.12
4.53
10.63
Balance Sheet
Profit (Loss)
NET SALES
BUSINESS PROFIT (LOSS)
NET PROFIT (LOSS)
85
Shares Amount
Authorized Capital
Nominal Value
2,598,831
2,598,831,000,000
2,598,830
1
2,598,831
2,598,830,000,000
1,000,000
2,598,831,000,000
B.
C.
99.99
0.01
100.00
Endamara Siregar
Director
Director
Ichsan Rizal
86
Description
30 Juni
2009
2008
31 Desember
2007
2006
Balance Sheet
ASSETS
Total Current Assets
Total Non Current Assets
Total Assets
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
Total Liabilities
Equity
TOTAL LIABILITIES & EQUITY
592.16
2,140.44
2,732.60
673.05
2,071.87
2,744.92
489.24
1,562.46
2,051.70
473.41
1,291.91
1,765.32
856.08
1,800.32
2,656.40
76.20
2,732.60
830.73
2,025.19
2,855.52
(111.01)
2,744.92
1,928.76
311.49
2,240.25
(188.55)
2,051.70
317.15
1,608.28
1,925.43
(160.11)
1,765.32
280.43
108.86
171.47
618.93
303.20
123.02
299.83
23.34
(17.26)
138.23
(20.81)
(215.88)
Income Statement
NET SALES
Profit (Loss) from Operations
87
Pursuant to the Deed of Minutes of General Meeting of Shareholder No. 23. dated 14 October 2005.
made before Humberg Lie SH. SE. MKn. Public Notary in Tangerang. capital structure of Semco is as
follwos:
Description
Shares Amount
Nominal Value
A.
Authorized Capital
110,922
110,922,000,000
B.
110,911
110,911,000,000
99.99
11
11,000,000
0.01
110,922
110,922,000,000
100
Ichsan Rizal
Endamara Siregar
Director
Director
Ichsan Rizal
Description
30 Juni
2009
2008
Balance Sheet
ASSETS
Total Current Assets
Total Non Current Assets
Total Assets
18.92
157.87
176.79
16.45
159.48
175.93
27.52
100.81
128.33
27.82
96.39
124.21
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
Total Liabilities
Equity
TOTAL LIABILITIES & EQUITY
43.13
149.12
192.25
(15.46)
176.79
36.57
157.70
194.27
(18.34)
175.93
135.28
12.68
147.96
(19.63)
128.33
12.52
125.15
137.67
(13.46)
124.21
11.08
0.67
2.88
40.20
16.47
1.29
20.26
4.97
(6.16)
7.65
(0.48)
(11.38)
Income Statement
NET SALES
Profit (Loss) from Operations
NET PROFIT (LOSS)
88
IMG. is established and organized under the laws of the Republic Indonesia. pursuant to Deed of
establishment No.71 dated 21 April 1997. made before Abdul Moethalib. SH. Substitute Notary of
John Leonard Waworuntu. SH. Public Notary in Jakarta. and has obtained an approval from Menteri
Hukum dan Hak Asasi Manusia Republik Indonesia pursuant to the Decree Letter No. C222.210.HT.01.01.TH.1998 dated 26 October 1998. registered in Company Register under
No.2041BH.09.03/IX/2003 at Company Registration Office of South Jakarta. dated 16 September
2003. which has been published in State Gazette of the Republic of Indonesia No. 42 dated 23 May
2008. Addition No.6863.
Articles of Association of IMG has severally amended and the latest amendment is concerning the
adjustment with the provision of Law No. 40 Tahun 2007 pursuant to the Restatement Deed of
Extraordinary General Meeting of Shareholder of No. 96. dated 23 Juli 2008. made before Humberg
Lie. SH. SE. MKn. Public Notary in Tangerang ("Akta No.96/2008") which has obtained an approval
from Menteri Hukum dan Hak Asasi Manusia Republik Indonesia pursuant to the Decree Letter No.
AHU-67421.AH.01.02. of 2008. dated 22 September 2008.
Business Activity
Business activity of IMG is in conducting specific business activity in Exploration of Oil and Gas.
Capital and Shareholders Composition
Pursuant to the Deed of Minutes of Extraordinary General Meeting of Shareholder No.22 dated 14
October 2005 made before Humberg Lie SH. SE. Mkn. Public Notary in Tangerang. capital structure
of IMG is as follows:
Description
A.
Shares Amount
Authorized Capital
Nominal Value
44,600
44,600,000,000
44,595
5
44,600
44,595,000,000
5,000,000
44,600,000,000
B.
C.
99.99
0.01
100.00
Agustono Zainal
Director
Director
lchsan Rizal
89
Description
30 Juni
2009
2008
31 Desember
2007
2006
Balance Sheet
ASSETS
Total Current Assets
Total Non Current Assets
Total Assets
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
Total Liabilities
Equity
TOTAL LIABILITIES & EQUITY
10.18
52.28
62.47
9.06
46.25
55.31
6.94
42.14
49.08
4.21
35.83
40.04
21.32
56.89
78.21
(15.74)
62.47
19.62
54.07
73.69
(18.38)
55.31
36.04
27.56
63.60
(14.52)
49.08
6.37
44.43
50.80
(10.76)
40.04
4.50
(0.78)
2.64
4.28
(1.96)
(3.86)
5.82
(6.63)
(3.76)
5.59
(5.81)
(9.80)
Income Statement
NET SALES
Profit (Loss) from Operations
NET PROFIT (LOSS)
90
50,000
Nominal Value
(US$)
50,000
10
10
10
10
49,990
49,990
Shares Amount
A.
Authorized Capital
B.
100
100
Ichsan Rizal
Description
30 Juni
2009
2008
31 Desember
2007
2006
Balance Sheet
ASSETS
Total Current Assets
Total Non Current Assets
Total Assets
7.32
17.37
24.69
6.87
16.19
23.06
7.15
19.93
27.08
5.44
19.50
24.94
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
Total Liabilities
Equity
TOTAL LIABILITIES & EQUITY
5.93
11.57
17.50
7.19
24.69
5.82
10.34
16.16
6.90
23.06
12.50
7.05
19.55
7.53
27.08
7.34
9.13
16.47
8.47
24.94
0.49
(0.20)
0.29
1.61
(0.36)
(0.63)
1.30
(1.51)
(0.94)
1.84
(1.83)
(2.97)
Income Statement
NET SALES
Profit (Loss) from Operations
NET PROFIT (LOSS)
91
Business Activity
Objective and purpose of KBL is to conduct all activities to the extend that said activities is not
prohibited by laws which now prevailing laws in British Virgin Islands and its business activities is as
the owner of 100% working interest in Blok Bentu PSC.
Authorized Capital
B.
50,000
Nominal Value
(US$)
50,000
10
10
10
10
49,990
49,990
Shares Amount
100
100
Ichsan Rizal
92
Description
30 Juni
2009
2008
Balance Sheet
ASSETS
Total Current Assets
Total Non Current Assets
Total Assets
30.10
64.30
94.40
32.87
49.19
82.06
7.19
34.15
41.34
0.90
29.05
29.95
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
Total Liabilities
Equity
TOTAL LIABILITIES & EQUITY
8.27
85.28
93.55
0.85
94.40
8.14
71.84
79.98
2.08
82.06
8.38
33.39
41.77
(0.43)
41.34
1.61
31.18
32.79
(2.84)
29.95
(0.00)
(1.23)
(0.02)
2.51
(0.47)
2.41
(0.01)
( 2.41)
Income Statement
NET SALES
Profit (Loss) from Operations
NET PROFIT (LOSS)
Authorized Capital
B.
50,000
Nominal Value
(US$)
50,000
10
10
10
10
49,990
49,990
Shares Amount
93
100
100
Ichsan Rizal
Description
30 Juni
2009
2008
2007
2006
Balance Sheet
ASSETS
Total Current Assets
Total Non Current Assets
Total Assets
5.10
41.21
46.31
4.78
37.87
42.65
3.82
24.22
28.04
4.76
22.22
26.98
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
Total Liabilities
Equity
TOTAL LIABILITIES & EQUITY
18.73
27.35
46.08
0.23
46.31
17.13
27.33
44.46
(1.79)
42.65
13.13
18.29
31.42
(3.38)
28.04
1.99
28.76
30.75
(3.77)
26.98
9.2
17.78
5.42
1.27
2.03
2.35
1.58
0.04
0.40
(0.00)
(2.90)
Income Statement
NET SALES
Profit (Loss) from Operations
NET PROFIT (LOSS)
94
Business Activity
Business activity of MP is in Exploration of Oil and Gas and Geothermal.
Capital and Shareholders Composition
Pursuant to the Deed of Restatement of the Shareholders in Lieu of the Meeting of MP No. 7. dated
11 June 2008. made before Hizmelina. SH. Public Notary in Jakarta. capital structure of MP is as
follows:
Description
A.
Shares Amount
Authorized Capital
Nominal Value
20,000
20,000,000,000
7,500
2,400
100
10,000
7,500,000,000
2,400,000,000
100,000,000
10,000,000,00
C.
10,000
10,00,.000,000
B.
75.00
24.00
1.00
100.00
Director
Director
R. Luthfibarani Soeriwidjaja
Description
30 Juni
2009
31 Desember
2008
2007
Balance Sheet
ASSETS
Total Current Assets
Total Non Current Assets
Total Assets
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
Total Liabilities
Equity
TOTAL LIABILITIES & EQUITY
0.51
10.54
11.05
0.48
30.67
31.15
0.33
27.49
27.82
16.45
4.93
21.38
(10.33)
11.05
36.61
2.74
39.45
(8.20)
31.15
29.10
1.47
30.57
(2.75)
27.82
(1.28)
(2.13)
(1.04)
(5.45)
(0.80)
(2.74)
Income Statement
NET SALES
Profit (Loss) from Operations
NET PROFIT (LOSS)
95
Business Activity
Business activity of AWP is in services. development. trading. industry. printing. land transportation.
workshop. agriculture mining and exploration of Oil and Gas.
Capital and Shareholders Composition
Pursuant to the Deed No. 44/2009. capital structure of AWP is as follows:
Description
A.
Shares Amount
Authorized Capital
Nominal Value
4,000
4,000,000,000
700
300
1,000
700,000,000
300,000,000
1,000,000,000
C.
3,000
3,000,000,000
B.
70.00
30.00
100.00
:
:
Director
President Director
Director
:
:
Saptari Hoedaja
Imam Pria Agustino
96
Description
30 Juni
2009
Balance Sheet
ASSETS
Total Current Assets
Total Non Current Assets
Total Assets
0.1
1.1
1.2
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
Total Liabilities
Equity
TOTAL LIABILITIES & EQUITY
1.1
0.1
1.2
Income Statement
NET SALES
Profit (Loss) from Operations
NET PROFIT (LOSS)
97
Shares Amount
Authorized Capital
Nominal Value
4,000
4,000,000,000
700
300
1,000
700,000,000
300,000,000
1,000,000,000
C.
3,000
3,000,000,000
B.
70.00
30.00
100.00
:
:
Director
President Director
Director
:
:
Saptari Hoedaja
Imam Pria Agustino
Description
30 Juni
2009
Balance Sheet
ASSETS
Total Current Assets
Total Non Current Assets
Total Assets
0.69
0.69
LIABILITIES
Total Current Liabilities
Total Non Current Liabilities
Total Liabilities
Equity
TOTAL LIABILITIES & EQUITY
0.61
0.61
0.08
0.69
Income Statement
NET SALES
Profit (Loss) from Operations
NET PROFIT (LOSS)
98
:
:
99
Secretary
Shares Amount
Authorized Capital
Nominal Value
40,000
400,000,000
9,999
1
10,000
99,990,000
10,000
100,000,000
C.
30,000
300,000,000
B.
99.99
0.01
100.00
Director
President Director
Director
:
:
100
Capital
Pursuant to the Deed of Establishment. capital structure of EMPPL at this time is as follows:
Description
Shares Amount
Nominal Value
(Sin$)
100
100
100
100
100
100
Business Activities
Business activity of THPPL is in trading and services.
THPPL was established by the Company as a Special Purpose Vehicle (SPV) for purpose of
Companys Financing Activities.
Capital
Pursuant to the Deed of Establishment. capital structure of THPPL at this time is as follows:
Description
Shares Amount
100
100
Nominal Value
(Sin$)
100
100
101
100
100
Date
Working Interest
60.49%
6 March 2007
50%
Kangean PSC
Semberah TAC
10 June 2004
100%
Gelam TAC
25 November 2005
100%
5 September 2002
50%
7 August 2005
100%
12 May 2005
100%
Bentu PSC
Korinci Baru PSC
Tonga PSC
16 January 2007
71.25%
Tabulako PSC
5 May 2009
100%
Sangatta-2 PSC
5 May 2009
60%
Kangean PSC
In May 2007. the Company completed strategic alliance in Kangean PSC with Mitsubishi and Japex
by way of issuance new shares in amount of US$ 360 Million in EMPI which equal to 50% of working
interest in Kangean PSC. pursuant to Shares Subscription Agreement between the Company.
Mitsubishi and Japex dated 6 March 2007. Post the issuance of new shares. the Company effectively
retained 50% of working interest in Kangean PSC (through its 49.99% direct shareholding in EMPI
and 0.00002% indirect shareholding in EMPI held by Energy Mega Persada Pte. Ltd.). while
Mitsubishi and Japex each acquired a 25% effective working interest in the through their
approximately 50% direct shareholding in EMPI.
Semberah TAC
Semco possess 100% working interest pursuant to the Semberah TAC. Ownership in Semberah TAC
was obtained pursuant to the Assignment of Technical Assistance Contract between Semberani
Persada Oil Hongkong Ltd and Semco dated 23 December 2003. The said assignment has been
approved by BPMIGAS pursuant tot the approval letter No.632/D00000/2004-S1 dated 10 June 2004.
Gelam TAC
IMG owns 100% working interest pursuant to the Technical Assistance Contract ('TAC") for Sungai
Gelam which obtaine through the assignment of TAC dated 4 February 2004 between PT Mitrasani
Lestarinusa and IMG and TAC assignment dated 18 March 2004 between PT Insani Bina Perkasa
and IMG. The said assignments has been recorded by PERTAMINA as stated in Letter of
PERTAMINA No. 164/EP2030/2005-S1. dated 25 November 2005.
JOB Gebang PSC
Costa owns 50% working interest pursuant to the PSC for Gebang. which obtained through
Agreement of Purchase and Sale dated 5 Juli 2002 and Deed of Assignment dated 17 September
2002 between JAPEX and Costa. The said assignments has obtained an approval from BPMIGAS
pursuant to the Letter of BPMIGAS No.1102/BP00000/2002-SO. dated 5 September 2002.
102
Bentu PSC
KBL owns 100% working interest pursuant to the Bentu PSC. Ownership of the working interest in
Bentu PSC has severally transferred. the latest transferred to KBL through:
1. Deed of Assignment. Assumption and Novation. dated 7 February 2005. with Kalila (Bentu)
Operator Pty Ltd and Kalila (Bentu) Pty Ltd.. which has been approved by BPMIGAS on 21 March
2005 pursuant to Letter No. 192/BP00000/2005-SO; and
2. Deed of Assignment. Assumption and Novation. dated 7 August 2005. with Petroz Bentu LDC
which has been approved by BPMIGAS on 20 June 2005 pursuant to the letter
No. 381 /BP00000/2005-SO.
Tabulako PSC
AWP owns 100% working interest in Tabulako PSC pursuant to the PSC dated 5 May 2009 between
BPMIGAS and AWP.
Sangatta-2 PSC
VMA owns 60% working interest in Sangatta-2 PSC pursuant to the PSC dated 5 May 2009 between
BPMIGAS. VMA and PT PERTAMINA Hulu Energi Metana Kalimantan B.
103
J u l ia n t o
B e nha y u di
S u p ar t o n o
0. 2 %
99.8%
5 2 .2 9 %
0 .2 %
9 9 .8 %
P T Kondur
In d o n e s ia
M a s y a ra k a t
PT EMP
E n e rg i
In d o n e s ia
W I- 1 0 %
70 %
P T V is i M u l t i
A r th a
(
( I n d o n e s i a)
W I-6 0 %
P T A r tha
W id y a
P e r sa d a
( In d o n e s ia )
EMP
E x p l o r at i o n
(K a n g e a n )
L t d . ( E n g la n d )
4 0%
K a n g ea n
E n er g y
I n d o n es i a
L td .
( D e l a wa r e )
60%
100%
K ond ur
P e t ro le u m
S .A
3 4. 4 6 %
P T Im b a n g
T a ta A la m
(I nd one s i a )
M AS E LA P S C
GM B
S a ng a tta -2
PSC
G MB
T a b u la k o
PSC
T on ga
PSC
W I-1 0 0 %
P T T u n as
H a r ap a n
P er k a s a
(In d o n e s ia )
99.99%
9 9 . 99 %
9 9 . 9 9%
PT
Se m b e ra n i
P e rs a d a O il
( In d o n e s ia )
100%
E n v ir o c o
C om pa n y
L i m it e d
100%
P T In s a n i
M it r a s a n i
G elam
(I nd one s i a )
C os ta
In te r n a t
io n a l
G ro u p
Ltd
( B . V .I )
100%
1 00 %
K a l li la
( B e n t u ) L td
( B .V . I)
W I -1 0 0 %
W I - 5 0%
K al li l a
(K o ri n c i ) L t d
(B .V . I)
W I - 100%
W I- 6 0 .4 9 %
M a l a c ca S t ra i t P S C
Ka ng e a n P S C
100%
Tun a s
H a r ap a n
P e rs a d a P t e ,
L td
2 6 . 0 3%
W I - 100%
W I- 7 1 . 25 %
0 .0 0 0 0 %
9 9 .9 9 %
E M P H o ld i n g s
S in g a p o re
P t e . L td
RH I
C o rp o r a ti o n
100%
100%
W I -1 0 0 %
100%
100%
E n e rg y M eg a
P e rs a d a P T E .
LTD
(S i n g a p o r e )
J u l i an t o
B en h a yu d i
2. 7 0 %
100%
E ne r gi M e ga
P ra t a m a I n c .
(B .V . I)
70 %
R en n i er A b d u l
R a c h m a n L a ti e f
0.02 %
49 . 9 9 %
P T M o s es a
Pe t r o l e u m
7 8. 3 9 %
P T B a k rie &
B r o th e r s T b k
1 8. 7 8 %
0 .0 0 0 0 2 %
Pu b lic
( les st ha n 5% )
2 1. 6 1 %
P T B r an tas
In d o n e s ia
2 6 .2 1 %
75 %
99.99 %
S u p a rt o n o
S e m b e ra h
TA C
S ung a i
Ge la m
T AC
G e b a ng
PSC
B e n tu
PSC
W I - 100%
K o ri n c i
B a r u PS C
Note: Pursuant to the statement letter dated 5 October 2009, on 30 September 2009 PT Kondur Indonesia and PT Brantas Indonesia each retained in amount of 3,517,395,602 shares and
2,703,755,775 shares respectively for and on behalf PT Bakrie & Brothers.
104
Beside the Oparating Company and Major Intermediate Holding Company as discribed above, the
Company Also retained 100% shares in each EMPHS, a corporation duly established in the Republic of
Singapura, and ECL, a corporation duly established in Seychelles. EMPHS is the subsidiary of the
Company which engaged in financial sector, which registered as borrower in Collateralized Term Credit
Facility owned by the Company in amount of US$ 450 million. ECL is active company without business
operation and obligation.
Correlation Management and Supervision
Correlation of the Management and Supervision between the Company can be seen in the table below.
No.
Name
1.
2.
3.
4.
5.
6.
7.
8.
Saptari
Hoedaja
A. Qoyum
Tjandranegara
Sulaiman
Zuhdi Pane
Suyitno
Patmosukismo
Nalinkant A.
Rathod
Imam P.
Agustino
Didit A. Ratam
Amir Balfas
Remarks:
- PC (KU)
- IC (KI)
- C (K)
- PD (DU)
-D
- SH (PS)
EMP
Tbk
AWP
Co
sta
E
C
L
EEKL
EMP
HS
EMP
I
IM
G
PC
PD
IC
IC
PD
D
D
D
-
IT
KKB
KBL
A
L
KEI
L
KPS
A
M
P
R
HI
SEM
VM
THP
CO
A
PD
12. Description on the Transaction Conducted by the Company with Related Party
Below is the description regarding the Transactions which conducted between special relation party with
the Company:
(in billion Rupiah)
DESCRIPTION
Due from
DESCRIPTION
Due from
Due to
Due to
Total
Total
103
PT Energi Timur Jauh is a company whose management is the same with the management of the
shareholder of the Company.
Asian Worldwide Group Ltd. and Global Overseas Enterprise Ltd., a company whose management
is similar with the shareholder of the Company.
2.
Agreement
Production Sharing Contract Malacca Strait
PSC
Operating Agreement Malacca Strait PSC
Parties
KPSA;
Pertamina / BP Migas
KPSA;
OOGC
Limited;
ITA;
Malacca
Limited
Malacca
Terms
Until 5 Agustus 2020
Petroleum
3.
4.
5.
104
KEIL;
BP Migas
No.
Agreement
Parties
50% its working interest in
Gebang PSC to Costa.
Terms
6.
PT Pertamina (Persero)
and
Japan
Petroleum
Exploration.
This JOA is based on
Gebang PSC which made
and entered into by and
betwee
PT
Pertamina
(Persero)
and
Japan
Petroleum
Exploration,
however,
by
the
Agreement of Purchase
and Sale dated 5 July 2002
and Deed of Assignment
dated 17 September 2002,
both
between
Japan
Petroleum Exploration and
Costa, Japan Petroleum
Exploration
transferred
50% its working interest in
Gebang PSC to Costa.
7.
8.
9.
105
No.
Agreement
Parties
its working interest in TAC
to IMG.
10.
Semberah
TAC
was
entered by and between
PT Pertamina and SPO
11.
12.
13.
Tabulako
PSC
was
entered by and between
BPMIGAS and AWP
14.
Sangatta-2
PSC
was
entered into by and
between BPMIGAS and
VMA and PT Pertamina
Hulu
Energi
Metana
Kalimantan B
15.
16.
17.
18.
19.
20.
21.
SPO
and
(Persero)
106
PT
PLN
Terms
No.
22
Agreement
Parties
Malacca
Brantas
Finance BV
PT Imbang Tata Alam
Malacca
Brantas
Finance BV
Kondur
Petroleum
S.A.
Malacca
Brantas
Finance BV
Lapindo Brantas, Inc.
23
24
Terms
25
26
27
28
29
30
31
32
33
PT
Energi
Mega
Persada Tbk.
Shareholders
and
management
of
PT
Indelberg
Indonesia
Perkasa
This
Agreement
was
signed on 31 May 2007
107
No.
Agreement
Parties
(Second Party)
Terms
108
(for TAC) for equipment and services value in amount of US$50,000 up to US$25,000,000 within 30-60
days in the event the crude oil productionhas reached between 3 million up to 325 million barrels. Bonus
settlement is merely responsibility of the subsidiary and shall not calculated in recoverable operation
cost.
7. Relinquishment
The subsidiary is obliged to relinquish a part of production sharing contract area to BPMIGAS (for PSC)
at the certain period in accordance with the mutual agreement. The said obligation shall not valid to the
surface area in which the crude olil has been discovered.
8. Insurance Claim
Operational cost shall include the payment of the insurance premium as required in oil industry together
with all cost which due from all loss remedy, claim, damage, valuation and the other cost.
9. Area Recovery
The subsidiary is requested to commence a basic valuation of contract area at the beginning of its
activities. At the end of the contract period, the subsidiary shall remove all of its equipment and
instalation used and shall restore the abandon area as governed in the Contract. In 30 June 2009 and
2008, estimated abandon area restoration is around US$12,6 Million and US$ 15,5 Million and the
sinking fund for the said abandon area restoration is US$12,7 Million and US$10,4 Million.
10. Participation
National and Regional Company shall be entitle to participate in the subsidiaries up to ten percent (10%)
working interest out of the entire rights and obligations under the PSC. Upon the above participation,
National and Regional Company shall reimburse to the subsidiary equal to the certain percentage of
cumulative operational cost up to the certain period and amount of bonus which has been paid to the
State in accordance with the PSC.
11. Interest Cost Recovery
Interest cost arise from capital investment lending in oil operation which not more that commercial
interest rate may be reimbursed as operational cost component upon the approval from the
PERTAMINA.
b. Agreement with PT Energi Timur Jauh (ETJ)
KPSA, IMG, Semco, Costa, Bentu and Korinci Baru, Subsidiaries, appoint ETJ as coordinator of
operational and administrative and as general assistance and administration and finacial manager for
several period since:
- from 1 January 1998 until 31 December 1998 for KPSA;
- from 1 January 2004 until 31 December 2004 for IMG;
- from 1 January 2003 until 31 December 2007 for Semco
- from 22 May 2002 until 21 May 2003 for Costa; and
- from 7 February 2005 until 6 February 2006 for Bentu and Korinci Baru.
The above subsidiaries agreement with ETJ are remind valid and binding. The extension will be
automatically undertaken unless terminated by both parties.
Based on this agreement, ETJ shall assist the subsidiaries in completing books and accounts related to
the account and other recorded which applied in oil and gas industry in Indonesia. ETJ shall also send
the monthly report of operational and administrative issues to the subsidiary, providing and activating the
access to the authority to the subsidiary to check and examine an account and record which was
performed by ETJ. ETJ is also appointed as the Financial Manager and authorised as the authorised
signatory of each bank account in settling subsidiary expenses.
109
PT Perusahaan Listrik Negara (Persero), which will be expired until, whichever occurs earlier, 31
March 2027 or delivered amount has reached 368,7 TBTU;
PT Petrokimia Gresik which will be expired until, whichever occurs earlier, 30 June 2018 or
delivered amount has reached 241,86 BSCF;
PERTAMINA/PT Pertagas which will be expired until, whichever occurs earlier, 31 March 2019 or
delivered amount has reached 221 TBTU; and
PT Indogas Kriya Dwiguna which will be expired until, whichever occurs earlier, 6 February 2021 or
delivered amount has reached 79,2 TBTU.
2. Bentu
a.
In 17 May 2005, Bentu execute an agreement with PT Perusahaan Listrik Negara (Persero) (PLN)
in which Bentu shall supply gas to PLN. Gas will be delivered from fields located within the working
area of Bentu PSC and Korinci Baru PSC. This Agreement shall effectively valid if fulfilled following
conditions:
In 22 December 2006, all the above conditions have been fulfilled, therefore the Parties agrees
promulgate the said agreement.
The Agreement shall valid from 15 July 2020 or until the delivered gas volume has reached 146
BCF (Billion Cubic Feet), whichever occurs earlier.
b.
In 30 October 2007, Bentu execute Gas Sale and Purchase Agreement with RAPP which will be
expired until, whichever occurs earlier, 31 January 2020 or until the delivered gas volume has
reached 86,7 BCF.
3. Semco
a.
In 31 October 2005, PERTAMINA execute Gas Sale and Purchase Agreement with PLN amounting
79.026 BBTU from Semberah (Semco) field which will be expired until 16 November 2015 or the
contract volume have been fulfilled in its entirety, whichever occurs earlier.
b.
In 22 July 2008, PERTAMINA execute Gas Sale and Purchase Agreement with VICO amounting 15
MMSCF per-days from Semberah (Semco) field which will be valid for One (1) year from the
execution of Gas Supply Agreement in 24 October 2008.
c.
In 28 August 2009, PERTAMINA execute Gas Sale and Purchase Agreement with VICO to extend
terms of contract effective from 23 July 2009 until 31 December 2009 with gas delivery amounting
15 MMSCF per-day from Semberah (Semco) field.
110
111
2007
2008
2008
2008
2009
2009
(Rp.)
(Rp.)
(US$)
(Rp.)
(Rp.)
(US$)
(Rp. amounts in billions and US$ amounts in millions. except where otherwise indicated)
Total Revenue .....
1,459.5
1,137.5
1,859.1
191.8
889.8
701.6
63.3
1,066.7
890.4
1,421.6
146.7
696.9
473.7
46.3
392.8
247.1
437.5
45.1
192.8
227.9
22.3
EBITDA ................
190.1
350.2
863.3
89.1
393.2
79.4
7.2
Net oil sales accounted for 73.1%. 78.3%% and 76.5% of the Companys total revenues in 2006. 2007
and 2008. respectively. while net gas sales accounted for 26.9%. 21.7% and 23.5% of the Companys
total revenues in 2006. 2007 and 2008. respectively. Net oil and gas sales accounted for approximately
67.5% and 32.5%. respectively. of the Companys total revenues in the six months ended June 30.
2009.
112
The Companys development plans for its blocks contemplate the drilling of approximately 114
development wells and 32 exploration wells by the end of 2012. The Company currently produces
commercial quantities of oil and gas in six of its ten contract areas. The Companys key development
prospects include the Kangean PSC. with 118.5 MMBOE of the Companys estimated net proved plus
probable reserves. and the Bentu PSC. which holds 48 MMBOE of the Companys estimated net proved
plus probable reserves. In addition. following its acquisition of working interests in the CBM Tabulako
PSC and the CBM Sangatta-2 PSC in May 2009. the Company now holds coal bed methane working
interests in the resource-rich Kutei and South Kalimantan basins which it intends to develop over the
medium-term future.
In order to expedite the development of its key resource assets and to optimize its growth. the Company
has entered into strategic alliances with a number of key Indonesian and international oil and gas
players. In May 2007. the Company completed a strategic alliance with Mitsubishi and Japex by
transferring 50% of its effective working interest in the Kangean PSC to Mitsubishi and Japex by way of
an issuance of new shares in EMPI to each of Mitsubishi and Japex pursuant to a share subscription
agreement among the Company. EMPI. Mitsubishi and Japex dated March 6. 2007. Following the share
issuance. the Company retained a 50% effective working interest in the Kangean PSC (through its
49.99% direct shareholding in EMPI and 0.00002% indirect shareholding in EMPI held by Energy Mega
Persada Pte. Ltd.). while Mitsubishi and Japex each acquired a 25% effective working interest in the
block through their ownership of the remainder of the shares of EMPI. The Company received US$360
million in cash proceeds from the issuance of new shares in EMPI. which the Company used to reduce
its debt. As part of this transaction. each of Mitsubishi and Japex agreed to fund the Companys 50%
portion of the development capital expenditures at the Kangean PSC up to an aggregate of US$215
million by way of a loan that will be repaid starting in June 2012 from the proceeds of 80% of the
Companys net entitlement of oil and gas revenues from the Kangean PSC. The Company believes that
its strategic alliance with Mitsubishi and Japex permits it to benefit from the exploration and development
expertise of its two partners while minimizing the development costs of its working interest in the
Kangean PSC. The Company has also partnered with Bumi. Indonesias largest coal company and an
affiliate of the Company. and PHE to explore and develop the coal bed methane resources in the CBM
Tabulako PSC and CBM Sangatta-2 PSC. The Company believes that Bumis extensive experience in
the coal industry. as well as its familiarity with the Arutmin and Kaltim Prima Coal mines (where the coal
beds in the CBM Tabulako PSC and CBM Sangatta-2 PSC are located). will be an important asset as it
works to commercialize its resources in the CBM Tabulako PSC and the CBM Sangatta-2 PSC as
rapidly as possible.
2. Business Activities
History
The Company was incorporated in Indonesia in 2001 and has grown through strategic acquisitions. In
February 2003. the Company acquired Resources Holding Incorporated (RHI). thereby gaining a
34.46% working interest in the Malacca Strait PSC. through RHIs 100% ownership interest in Kondur
Petroleum S.A (KPSA). the operator of the Malacca Strait PSC. In February 2004. the Company
acquired 96.0% of the outstanding shares of PT Imbang Tata Alam (ITA). thereby gaining control over
an additional 26.03% working interest in the Malacca Strait PSC. Subsequently. in March 2004. the
Company acquired a 50% working interest in the Brantas PSC through an acquisition of substantially all
the shares of KEL and PAN. the shareholders of LBI. the operator of the Brantas PSC.
On June 7. 2004. the Companys shares were listed on the Jakarta Stock Exchange (the JSX) (which
has subsequently been replaced by the IDX).
113
In August 2004. the Company acquired a 100% working interest in the Kangean PSC through its
acquisition of EMPI. the owner of 100% of the equity capital of EMP Kangean and Kangean Energy
Limited (then known as EMP Kangean Limited). On December 12. 2004. the Company obtained an
extension of the term of the Kangean PSC from 2010 until 2030.
In January 2006. the Company completed the acquisition of controlling working interests in the Gebang
PSC. the Korinci Baru PSC. the Bentu PSC. the Semberah TAC and the Sungai Gelam TAC. through its
acquisition of PT Tunas. the owner of 100% of the equity capital of the operators of each of the blocks.
In May 2007. the Company completed a strategic alliance with Mitsubishi and Japex by transferring 50%
of its effective working interest in the Kangean PSC to Mitsubishi and Japex by way of an issuance of
new shares in EMPI to each of Mitsubishi and Japex pursuant to a share subscription agreement among
the Company. EMPI. Mitsubishi and Japex dated March 6. 2007. Following the share issuance. the
Company retained a 50% effective working interest in the Kangean PSC (through its 49.99998% direct
shareholding in EMPI and 0.00002% indirect shareholding in EMPI held by Energy Mega Persada Pte.
Ltd.). while Mitsubishi and Japex each acquired a 25% effective working interest in the block through
their ownership of the remainder of the shares of EMPI. As part of this transaction. the Company
admitted representatives of Mitsubishi and Japex to the operating committee for the Kangean PSC. and
consequently turned over the day-to-day operating control of the Kangean PSC to Mitsubishi and Japex
(though KEI remains the operator of record of the block).
In July 2007. the Company entered into a corporate management agreement with MLC pursuant to
which the Company transferred to MLC full control over the management of each of the Brantas
Subsidiaries. and granted to MLC a collective conversion right to convert certain outstanding receivables
due to MLC from the Company. KEL and PAN into equity in each of KEL and PAN. As a result of these
transactions. the Company deconsolidated each of the Brantas Subsidiaries from its financial
statements. In March 2008. MLC exercised its collection conversion right under the corporate
management agreement. and acquired from the Company a 99.99% shareholding in each of KEL and
PAN.
In April 2008. the Company entered into a conditional sale and purchase agreement with PT Masagena
Agung to acquire 75% of the shares of Mosesa. the holder of a 71.25% working interest in. and the
operator of. the Tonga PSC. The Company completed the acquisition of the shares of Mosesa in June
2008.
In September 2008. the Company entered into a US$450 million credit facility to refinance certain
outstanding indebtedness as well as to fund certain development expenses and working capital
requirements. The credit facility consists of a US$250 million senior facility and a US$200 million junior
facility. See Description of Material Indebtedness US$450 million Senior Secured Term Loan
Facility.
In May 2009. the Company established two new subsidiaries. VMA and AWP. to enter into 30-year
production sharing agreements in respect of the CBM Tabulako PSC and the CBM Sangatta-2 PSC.
The Companys registered and principal executive office is located at 33rd Floor. Wisma Mulia. Jl. Jend.
Gatot Subroto Kav. 42. Jakarta 12710. Indonesia.
Reserves
The Company periodically engages independent reserve consultants to certify the reserves at each of its
production blocks. To this end. the reserves at the TSB gas fields in the Kangean PSC have been
certified by Sproule as of July 31. 2006. The reserves of the Kangean PSC (for all fields other than the
TSB gas fields). the Malacca Strait PSC. the Sungai Gelam TAC. the Semberah TAC and the Gebang
114
PSC have been certified by GCA as of January 31. 2008. The reserves of the Bentu PSC and the
Korinci-Baru PSC have been certified by MHA as of September 13. 2005. A certification for the Tonga
PSC is being finalized by GCA. with an effective date of June 30. 2009. Prospective resources of the
CBM Tabulako PSC are based upon a report by the Trisakti University in Jakarta dated December 31.
2008 and prospective resources of the CBM Sangatta-2 PSC are based upon a report by the Padjajaran
University in Bandung dated December 19. 2008.
The following table lists. as of June 30. 2009. the Companys contract areas and the Companys
estimated gross proved and gross proved plus probable reserves for each of its production sharing
arrangements. Such estimates have been derived by deducting production at each production block
over the period from the respective certification effective date to June 30. 2009. Accordingly. the
estimated gross proved and gross proved plus probable reserves set forth below have not been certified
by any of GCA. Sproule or MHA
Proved reserves are those quantities of hydrocarbon reserves which. by analysis of geological and
engineering data. can be estimated with reasonable certainty to be commercially recoverable. from a
given date forward. from known reservoirs and under current economic conditions. operating methods.
and government regulations. Gross reserves are reserves attributable to the Companys production
assets without taking into account the Companys effective working interest. applicable cost recovery
deductions or the portion of production that may be payable to the Government under the applicable
contractual arrangement.
As of June 30. 2009
(1)
(1)
Gas
Total
(BCF)
(MMBOE)
Oil
Gas
(MMBBLS)
Total
(BCF)
(MMBOE)
East Java
Kangean PSC .....................
1.0
726.0
122.0
10.0
1.362.0
237.0
Sumatra
Malacca Strait PSC ............
28.0
0.0
28.0
35.0
0.0
35.0
0.0
144.0
24.0
0.0
288.0
48.0
0.0
6.0
1.0
0.0
66.0
11.0
0.0
18.0
3.0
0.0
42.0
7.0
1.0
0.0
1.0
3.0
0.0
3.0
Kalimantan
Semberah TAC ...................
5.0
18.0
8.0
11.0
48.0
19.0
35.0
912.0
187.0
59.0
1.806.0
360.0
________
Notes1:
(1) These gross values represent the Companys recalculations of the gross proved and gross proved plus probable reserves.
which have been derived by deducting production at each production block over the period from the respective certification
effective date to June 30. 2009.
115
The following table lists. as of June 30. 2009. the Companys gross contingent resources.
As of June 30. 2009
Gross 1C Contingent Resources
Gross 2C Contingent Resources
Oil
Gas
Total
Oil
Gas
Total
(MMBBLS)
(BCF)
(MMBOE)
(MMBBLS)
(BCF)
(MMBOE)
East Java
(1)
Kangean PSC ..........................
Sumatra
(2)
Malacca Strait PSC ..................
(3)
Gebang PSC ............................
(4)
Sungai Gelam TAC ..................
(5)
Tonga PSC ..............................
Kalimantan
(6)
Semberah TAC ........................
Total Resources........................
0.0
18.1
3.0
0.0
66.0
11.0
0.3
0.0
0.0
1.6
39.7
29.1
1025
0.0
6.9
4.9
17.1
1.6
0.8
0.0
0.0
4.4
71.3
83.3
413.2
0.0
12.7
13.9
68.9
4.4
0.1
2.0
0.0
189.4
0.1
33.6
0.6
5.8
0.0
633.8
0.6
111.5
__________
Notes:
(1) Based on GCA reserve certification effective September 30. 2005.
(2) Based on GCA reserve certification effective January 31. 2008.
(3) Based on GCA reserve certification effective January 31. 2008.
(4) Based on GCA reserve certification effective September 30. 2005.
(5) Based on GCA reserve certification to be effective June 30. 2009.
(6) Based on GCA reserve certification effective January 31. 2008.
The following table lists. as of June 30. 2009. the Companys gross best estimate prospective resources.
As of June 30. 2009
Gross Best Estimate Prospective Resources
Oil
(MMBBLS)
Sumatra
Sungai Gelam TAC(1) ....................
Kalimantan
Semberah TAC(2) ..........................
CBM Tabulako PSC(3) ...................
CBM Sangatta-2 PSC(4) ................
Total Prospective Resources .....
Gas
Total
(MMBOE)
(BCF)
0.8
0.0
0.8
1.2
0.0
0.0
2.0
8.9
819.5
700.8
1.529.2
2.6
136.6
116.8
256.8
__________
Notes:
(1) Based on GCA reserve certification effective September 30. 2005.
(2) Based on GCA reserve certification effective March 31. 2006.
(3) Based on a report by the Trisakti University in Jakarta dated December 31. 2008.
(4) Based on a report by the Padjajaran University in Bandung dated December 19. 2008.
The following table lists. as of June 30. 2009. the Companys contract areas and the Companys
estimated net proved reserves and net proved plus probable reserves for each of its production sharing
arrangements. Net proved reserves represent the portion of the Companys estimated gross proved
reserves and gross proved plus probable reserves attributable to the Companys effective working
interest in the applicable contractual arrangement. not taking into account applicable cost recovery
deductions or the portion of production that may be payable to the Government under the under the
applicable contractual arrangement. The estimated gross proved reserves and gross proved plus
probable reserves used to calculate estimated net proved reserves and net proved plus probable
reserves. respectively. have been derived by deducting production at each production block over the
period from the respective certification effective date to June 30. 2009. Accordingly. the estimated net
116
proved and net proved plus probable reserves set forth below have not been certified by any of GCA.
Sproule or MHA.
Working
Interest
(%)
East Java
Kangean PSC .......................
Sumatra
Malacca Strait PSC ..............
Bentu PSC ............................
Korinci Baru PSC..................
Gebang PSC .......................
Sungai Gelam TAC...............
Kalimantan
Semberah TAC .....................
Total Certified Reserves ....
50.00
363.0
61.0
5.0
681.0
188.5
16.9
0.0
0.0
0.0
1.0
0.0
144.0
6.0
9.0
0.0
16.9
24.0
1.0
1.5
1.0
21.2
0.0
0.0
0.0
3.0
0.0
288.0
66.0
21.0
0.0
21.2
48.0
11.0
3.5
3.0
5.0
23.4
18.0
540.0
8.0
113.4
11.0
40.2
48.0
1.104.0
19.0
294.2
60.49
100.00
100.00
50.00
100.00
100.00
__________
Notes:
(1) These net values are calculated based upon the Companys estimated gross proved and gross proved plus probable
reserves. which have been derived by deducting production at each production block over the period from the respective
certification effective date to June 30. 2009
The following table lists. as of June 30. 2009. the Companys net contingent resources.
Working
Interest
(%)
East Java
(1)
Kangean PSC .......
Sumatra
Malacca
Strait
(2)
PSC ......................
(3)
Gebang PSC .........
Sungai
Gelam
(4)
TAC .......................
(5)
Tonga PSC ...........
Kalimantan
(6)
Semberah TAC .....
Total Resources.....
50.0
0.0
9.1
1.5
0.0
33.0
5.5
60.49
0.2
24.0
4.2
0.5
43.1
7.7
50.00
100.00
0.0
0.0
14.6
102.5
2.4
17.1
0.0
0.0
41.7
413.2
6.9
68.9
0.9
0.0
0.9
2.4
0.0
2.4
0.1
0.0
0.1
0.6
0.0
0.6
1.2
150.2
26.2
3.5
531.0
92.0
100.00
__________
Notes:
(1) Based on GCA reserve certification effective September 30. 2005.
(2) Based on GCA reserve certification effective January 31. 2008.
(3) Based on GCA reserve certification effective January 31. 2008.
(4) Based on GCA reserve certification effective September 30. 2005.
117
The following table lists. as of June 30. 2009. the Companys net best estimate prospective resources.
Working
Interest
(%)
Sumatra
Sungai Gelam TAC(1) ....................
Kalimantan
(2)
Semberah TAC ..........................
CBM Tabulako PSC(3) ...................
(4)
CBM Sangatta-2 PSC ................
Total Prospective Resources .....
Gas
(BCF)
Total
(MMBOE)
100.00
0.8
0.0
0.8
100.00
70.00
42.00
1.2
0.0
0.0
2.0
8.9
573.7
294.3
876.9
2.6
95.6
49.1
148.1
__________
Notes:
(1) Based on GCA reserve certification effective September 30. 2005.
(2) Based on GCA reserve certification effective March 31. 2006.
(3) Based on a report by the Trisakti University in Jakarta dated December 31. 2008.
(4) Based on a report by the Padjajaran University in Bandung dated December 19. 2008.
In obtaining reserve certification reports for its assets. the Company has asked GCA. Sproule and MHA
to apply generally accepted petroleum engineering principles and definitions applicable to the proved
plus probable reserve categories and subclassifications promulgated by the SPE. The Company
provided each of GCA. Sproule and MHA with geological and engineering information and data from the
blocks evaluated and with access to officers and employees of the Company in order to permit them to
prepare their reserve certification reports. None of GCA. Sproule and MHA made a field examination of
the physical condition and operation of the properties in which the Company owns interests. The proved
reserve estimates set forth in the reserve certification reports from GCA. Sproule and MHA reflect
estimated recoverable reserves throughout the contract life only and do not assume any extensions of
the production sharing arrangements for the certified properties. Estimated quantities of gas reserves
represent expected sales. after deduction for plant fuel and shrinkage.
Production
For the years ended December 31. 2006. 2007 and 2008. the Company produced an average of 15.0
MBOE/D. 14.9 MBOE/D and 17.0 MBOE/D of net oil and gas. The Companys average daily net oil
production for the years ended December 31. 2006. 2007 and 2008 was 6.7 MBOPD. 6.9 MBOPD and
6.7 MBOPD. respectively. while its average daily net gas production for the same periods was 49.8
MMCFD. 44.0 MMCFD and 56.4 MMCFD. respectively. For the six months ended June 30. 2009. the
Company reported 19.4 MBOE/D in average daily gross oil and gas production. comprising of 8.6
MBOPD of net oil production and 59.5 MMCFD of net gas production.
118
The following table lists the net production data for each of the Companys blocks that is currently in
commercial production for each of the periods indicated.
2006
Oil
East Java
Kangean PSC .......................
(1)
Brantas PSC .......................
Sumatra
Malacca Strait PSC ...............
Bentu PSC ............................
Korinci Baru PSC ..................
Gebang PSC .........................
Sungai Gelam TAC ...............
Kalimantan
Semberah TAC .....................
Total ......................................
Gas
0.1
0.0
10.5
7.2
0.3
0.0
7.3
1.7
0.1
N/A
6.4
N/A
0.0
N/A
3.5
N/A
0.2
N/A
2.7
N/A
2.0
0.0
0.1
0.5
-
1.9
0.0
0.1
1.9
2.0
0.4
0.1
2.0
3.2
1.0
1.4
1.1
2.5
0.0
0.1
5.8
0.4
0.1
0.0
0.0
2.9
0.2
0.0
0.0
0.1
3.2
0.2
0.2
0.2
0.3
2.7
0.3
4.8
0.2
2.0
0.1
2.1
2.4
18.2
2.6
16.1
2.5
20.7
1.2
10.0
1.6
10.8
__________
Notes:
(1) The Brantas PSC was deconsolidated in 2007.
In addition. the Company has recently acquired working interests in the Tonga PSC. the CBM Tabulako
PSC and the CBM Sangatta-2 PSC. all of which remain in the early stages of development. The
Company is in the process of preparing development plans for submission to BPMIGAS in respect of
each of these contract areas. and intends to commence initial-stage exploration activities in these newly
acquired contract areas with a view to commercializing the hydrocarbon resources in these areas as
quickly as possible.
The following table sets forth the Companys average realized sales prices per barrel of crude oil and
condensate. average realized sales prices per thousand cubic feet of natural gas. and lifting costs per
BOE produced. for each of its assets. for the periods indicated.
60.64
2.03
N/A
104.04
2.33
5.40
68.27
2.22
6.70
91.96
2.50
5.90
46.48
2.05
5.70
The following table sets forth the Companys total producing and injection wells at each of its contract
areas as of December 31. 2008.
Total Wells
Oil producing wells .......................................................................
Gas producing wells .....................................................................
Total producing wells ................................................................
Producing wells consist of wells capable of production. including wells awaiting connections to
production facilities.
119
Gross Wells
Wildcat total ..................................
Successful ..................................
Success rate ...............................
Delineation total ............................
Successful ..................................
Success rate ...............................
Total Exploration ...........................
Successful ..................................
Success rate ...............................
2006
2007
2008
3
2
66.7%
3
1
33.3%
6
3
50.0%
1
0
0.0%
2
1
50.0%
3
1
33.3%
4
1
25.0%
5
2
40.0%
9
3
33.3%
2.7
1.0
30.6%
3.3
1.3
41.1%
6.0
2.3
38.9%
120
Wildcat
2010
Delineation
2011
Wildcat
Delineation
2012
Wildcat
Delineation
Wildcat
Total
Delineation
0
0
1
0
0
0
1
0
0
0
1
0
1
0
0
0
0
0
1
0
0
3
0
0
0
0
3
0
1
3
1
0
0
4
3
0
0
0
0
6
7
0
0
0
0
1
3
0
0
0
0
11
13
0
0
0
15
32
The Companys development program for 2010 through 2012 involves the drilling of approximately 114
development wells in its ten production areas. The Companys basic strategy of field development is to
monetize all oil and gas discoveries for early production while minimizing expenditures by drilling and
completing wells in a manner that will minimize both the risks and the costs of operations. The Company
takes a similar approach to its construction of facilities. by maximizing the usage of readily available
materials. equipment and personnel and using simple designs for its production operations.
The following table summarizes the Companys indicative drilling plans for development wells (in gross
wells) by block in the years 2010. 2011 and 2012. in respect of each of the Kangean and Malacca Strait
blocks:
Block
2010
2011
2012
East Java
Kangean PSC ...............................................................................
Total
Sumatra
Malacca Strait PSC .......................................................................
12
11
30
10
10
22
Kalimantan
Semberah TAC .............................................................................
18
14
35
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
27
48
39
114
121
122
Year
Acquired
Effective
Interest
Gross
Km2
Contract
Expiry Year
Effective
Tax Rate
2004
50.00%
4,508.0
2030
Sumatra
Malacca
Strait
PSC ......................
1995
60.49%
7,105.6
2006
100.00%
Korinci
Baru
PSC ......................
2006
(Gas)
56%(1)
15.0%
30.0%(2)
2020
44%
15.0%
35.0%
1,043.0
2021
48%
N/A
30.0%
100.00%
253.0
2027
44%
N/A
35.0%
2002
50.00%
980.2
2015
48%
20.0%
30.0%
2007
53.43%
2,607.2
2037
44%
15.0%
40.0%
Sungai
Gelam
TAC.......................
2006
100.00%
55.6
2017
44%
15.0%
35.0%
Kalimantan
Semberah TAC .....
2006
100.00%
40.5
2015
44%
15.0%
35.0%
CBM Tabulako
PSC ......................
2009
70.00%
704.8
2039
44%
N/A
45.0%
CBM Sangatta-2
PSC ......................
2009
42.00%
909.4
2039
44%
N/A
40.0%
East Java
Kangean PSC .......
Note:
(1) The extended Kangean PSC amends the Contractors effective tax rate to 44% after November 14. 2010.
(2) The extended Kangean PSC amends the Contractors effective post-cost recovery share of gas proceeds to
27.5% after November 14. 2010.
123
The area covered by the Companys contract areas is set forth in the map below:
Gebang PSC JOB
CBM
Tabulako
Tonga
PSC
Gas Development
CBM
Sangatta-2
Semberah TAC
Gas Production
SUMATR
KALIMANTA
SULAWE
Oil Production
Oil Production
Jakart
JAV
Legend
Kangean PSC
:
Company
O
t
d
: Mitsubishi/Japex Strategic Alliance
The following table sets out, as of June 30, 2009, key data relating to the oil and gas fields in each of the
Companys contract areas:
Contract
Area
Kangean
PSC
Malacca
Strait PSC
Fields/
Prospects
Region
East Java
Sumatra
Pagerungan
Onshore/
Offshore
Onshore/
Offshore
Field Type
Status
Gas/
Condensate
Producing
Rancak
Onshore
Gas
Producing
JS-53A
Offshore
Oil/Gas
Discovery
development
Sepanjang
Onshore
Oil
Producing
TSB
Offshore
Gas
Discovery
development
under
West Kangean
Offshore
Gas
Discovery
appraisal
under
Lalang
Offshore
Oil
Producing
Melibur
Onshore
Oil
Producing
Mengkapan
Offshore
Oil
Producing
Kurau
Onshore
Oil
Producing
Selatan
Onshore
Oil
Producing
BV
Onshore
Oil
Producing
EA
Onshore
Oil
Producing
DC
Onshore
Oil/Gas
Producing
DR
Onshore
Oil
Producing
DF
Onshore
Oil
Producing
124
under
Contract
Area
Bentu PSC
Korinci Baru
PSC
Gebang
PSC
Sungai
Gelam TAC
Semberah
TAC
Fields/
Prospects
Region
Sumatra
Sumatra
Sumatra
Sumatra
Kalimantan
Onshore/
Offshore
Field Type
Status
EA
Onshore
Oil
Producing
EG
Onshore
Oil
Producing
CN
Onshore
Oil
Discovery
appraisal
under
CA
Onshore
Oil
Discovery
appraisal
under
CW
Onshore
Oil
Discovery
appraisal
under
TA
Onshore
Oil
Discovery
appraisal
under
TB
Onshore
Oil
Discovery
appraisal
under
BY
Onshore
Gas
Discovery
appraisal
under
Segat
Onshore
Gas
Discovery
development
under
Seng
Onshore
Gas
Discovery
development
under
Bentu
Onshore
Gas
Discovery
development
under
Terusan
Onshore
Gas
Discovery
development
under
Baru
Onshore
Gas
Producing
West Baru
Onshore
Gas
Producing
Korinci
Onshore
Gas
Producing
Arbei
Offshore
Oil Gas
Producing
Anggor
Offshore
Gas
Discovery
development
under
Secanggang
Offshore
Gas
Discovery
appraisal
under
ABF
Onshore
Oil Gas
Producing
TAF
Onshore
Gas
Discovery
appraisal
under
Semberah
Onshore
Oil Gas
Producing
Sambutan
Onshore
Oil Gas
Producing
Karang Mumus
Onshore
Oil Gas
Discovery
appraisal
under
125
of oil and 363 BCF of gas. while the Companys estimated net proved plus probable reserves as of the
same date were 5.0 MMBBLS of oil and 681 BCF of gas. The Company holds a 50% effective working
interest in the block (through its 49.99% direct shareholding in EMPI and 0.00002% indirect
shareholding in EMPI held by Energy Mega Persada Pte. Ltd.). while Mitsubishi and Japex each hold a
25% effective working interest in the block through their ownership of the remainder of the shares of
EMPI. KEI is the operator of record of the block. although representatives of the Company. Mitsubishi
and Japex currently sit on the operating committee for the Kangean PSC. and the day-to-day operating
control of the Kangean PSC lies with Mitsubishi and Japex. The Company believes that its relations with
its partners in the Kangean block are very good.
Background. The Company acquired its interest in the Kangean PSC from BP Exploration Operating
Company Limited and BP America Production Company. in August 2004. The acquisition of the
Kangean PSC has provided the Company with a significant gas footprint in the rapidly-growing industrial
region of East Java. The Company believes that the Kangean PSCs large gas reserves. combined with
the proximity of the block to both of the major gas pipelines in East Java. present significant potential for
development of the block and commercialization of gas assets. The majority of the Kangean PSCs gas
reserves are in the proved category which allows the Company to carry out its development plans in the
Kangean PSC on the basis of factual reserve data. Currently. the Kangean PSC represents around 67%
of the Companys total gross proved plus probable reserves.
In December 2004. the Company entered into an amendment agreement with BPMIGAS that extended
the term of the Kangean PSC from 2010 to 2030. The extended PSC contains a standard Indonesian
participation clause which. at the Governments discretion. requires the Company to sell a 10%
undivided working interest in the Kangean PSC upon the renewal of the Kangean PSC in 2010 to an
Indonesian entity that will be designated by the Government.
In May 2007. the Company completed a strategic alliance with Mitsubishi and Japex by transferring 50%
of its effective working interest in the Kangean PSC to Mitsubishi and Japex by way of an issuance of
new shares in EMPI to each of Mitsubishi and Japex pursuant to a share subscription agreement among
the Company. EMPI. Mitsubishi and Japex dated March 6. 2007. As a result of the issuance of new
shares in EMPI. Mitsubishi and Japex each acquired a 25% effective working interest in the block. As
part of this transaction. the Company admitted representatives of Mitsubishi and Japex to the operating
committee for the Kangean PSC. and consequently turned over the day-to-day operational control of the
Kangean PSC to Mitsubishi and Japex (though KEI remains the operator of record of the block). and
obtained from each of Mitsubishi and Japex an undertaking to fund the Companys 50% portion of the
development capital expenditures at the Kangean PSC up to an aggregate of US$215 million by way of
a carried capital expenditure loan that will be repaid out of the Companys portion of oil and gas
revenues from the Kangean PSC.
Development and Production. Net production from the Kangean field was 17.4 MMCFD of gas and 162
BOPD of oil for the year ended December 31, 2008. and 14.9 MMCFD of gas and 1,249 BOPD of oil for
the six months ended June 30. 2009. Production currently comes from 16 wells in the Ngimbang and
Rancak gas reservoirs and the Sepanjang gas field.
The Company is focusing its development efforts on the TSB fields. which are located about 120 km
north of Bali. The TSB fields have certified proved gas reserves of 711 BCF. and certified proved plus
probable gas reserves of 1,323 BCF. The Company is in the process of implementing a plan of
development for the TSB fields. which contemplates the investment of approximately US$700 million
between 2007 and 2012 in sub-sea production wells. gas production facilities and a pipeline that will
connect directly into the East Java Gas Pipeline. Based on the current development plan for the
Kangean PSC. the Company believes that the carried capital expenditure loans that it has received from
Mitsubishi and Japex as part of its strategic alliance with them will be sufficient to fund the Companys
portion of all capital expenditures at the Kangean PSC until 2012.
126
Sales. Prior to July 2005. the Company was required to sell all of its gas output through Pertamina.
which in turn on-sold the gas to third-party gas consumers. In July 2005. as part of the liberalization of
the Indonesian domestic energy market. the Company was granted approval by BPMIGAS to enter into
new gas sale agreements (GSAs) under which it would sell gas from the Kangean PSC directly to the
offtakers of the gas.
The Company currently sells gas from the Kangean PSC to PLN. PKG. Pertagas and Indogas under
long term gas sales agreements priced at approximately US$2.75 to US$2.80 per MMBTU. In October
2007. the Company successfully negotiated revised contracts with a number of its key offtakers.
including PKG. Pertamina and Indogas. under which it was able to obtain a revision to the prices of gas
sold to these offtakers. As a result of these contract renegotiations. the Company will realize higher gas
prices of between US$3.70 to US$4.17 per MMBTU commencing from April 2010.
Prior to January 1. 2008. the Company and Pertamina were party to a gas transportation agreement
under which Pertamina. the owner of the East Java Gas Pipeline. permitted the Company to use the
East Java Gas Pipeline to transport gas under its existing GSAs. This agreement expired by its terms on
January 1. 2008. The Company has since been in negotiations with Pertamina for a replacement gas
transportation agreement. and expects that this new agreement will be finalized and executed over the
next few months. Pending the finalization and execution of the new agreement. the Company has
continued using the East Java Gas Pipeline with Pertaminas approval. The Company has not
experienced any disruptions in its ability to deliver gas under its existing GSAs using the East Java
Pipeline.
The Company sells its annual condensate production at the Kangean PSC at spot market prices to a
single offtaker based on the results of a market tender. The Company generally prices the condensate
from the Kangean PSC at the Indonesian Crude Price-Senipah benchmark price. or at a slight premium
thereto. In 2008. condensate from the Kangean PSC was sold to Petro Diamond. a subsidiary of
Mitsubishi. The Company has agreed to renew its offtake arrangement with Petro Diamond for 2009.
Malacca Strait PSC. Sumatra
The Malacca Strait PSC is currently the Companys largest oil producing block. The Malacca Strait PSC
includes both onshore and offshore locations in Riau Province. Central Sumatra. and covers
approximately 9.492 square kilometers.
Based on a January 31. 2008 reserve certification by GCA of the reserves of the block. as recalculated
by the Company by deducting production from the period of the reserve certification to June 30. 2009.
the Companys estimated net proved reserves in the block as of June 30. 2009 were 16.9 MMBBLS of
oil. while the Companys estimated net proved plus probable reserves as of the same date were 21.2
MMBBLS of oil. Gas reserves are expected to be assigned in late 2010 following the signing of a gas
sales agreement. The Company is the operator of the block and holds a 60.49% working interest in the
Malacca Strait PSC. with CNOOC holding a 39.51% interest through two of its subsidiaries. Overseas
Oil and Gas Corporation Malacca Ltd and Malacca Petroleum Ltd. KPSA has traditionally adopted a
consultative approach on decisions made between it and its partners. and believes that its relations with
its operating partners in the Malacca Strait PSC are very good.
Background. Production of oil from the Malacca Strait PSC began in 1984. In 1995. KPSA acquired a
34.46% working interest in the block from Eni Lasmo plc and took over as the operator of the Malacca
Strait PSC. In February 2003. the Company acquired KPSA and its parent entity. RHI. and subsequently
acquired an additional 26.03% working interest in the Malacca Strait PSC in February 2004 through its
acquisition of ITA.
The main producing oil fields in the Malacca Strait PSC are the Lalang and Mengkapan offshore fields.
the Kurau and Melibur onshore fields and the Selatan field. a series of small oil accumulations which
127
reside partly offshore and onshore. As of December 31. 2008. the Malacca Strait PSC included 145
producing wells. For the six months ended June 30. 2009. the rate of gross oil production for the block
was 9,828 BOPD. Crude oil produced at the block is processed at the Melibur. Kurau and Lalang
production process plants. and the processed crude oil is transported to the Lalang Marine Terminal
where it is exported.
All of the natural gas produced at the block is associated with oil production. with the exception of the
Kuat (DC) field. which currently produces a total of 12 MMCFD of gas. Currently. all gas is consumed in
the field for fuel and power requirements or flared.
The Company remains focused on enhancing oil recovery. commercializing associated gas. and doing
near-field oil exploration on the Malacca Strait PSC. The Company has budgeted approximately US$38
million of capital expenditure for exploration and development in the Malacca Strait PSC through 2012.
The Companys development plan for the block consists of continuing to optimize and enhance existing
oil and gas production facilities. drilling new wells and financing additional exploration activities.
Development and Production. At the time of KPSAs acquisition of Eni Lasmo plcs working interest in
the Malacca Strait PSC. the total proved reserves remaining in the block was estimated at 18.7
MMBBLS of oil. with a production rate of 12,100 BOPD. Given the mature oil field profile of the block.
production was expected to decrease at a rate of approximately 24% per year. During its 13 years
operating the Malacca Strait PSC. KPSA has achieved an average rate of decline in oil production of
15% per year. while producing a cumulative total of 3.3 MMBBLS of oil from the Malacca Strait PSC as
of December 31. 2008. The Companys net production from the Malacca Strait PSC was 5.438 BOPD of
oil for the year ended December 31. 2008. and 5.945 BOPD of oil for the six months ended June 30.
2009.
Oil production operations in the Malacca Strait PSC consist of 145 commercially producing wells spread
across various fields. In the course of its operation of the Malacca Strait PSC. KPSA has taken several
key initiatives to offset oil production declines and add to reserves of the block. including through
workovers and well services. reservoir optimization and exploration drilling. The Company maximizes its
ability to locate and monetize resources through a combination of directional and horizontal drilling. step
out and infill wells and 3D seismic. acidizing. surfactant and polymer injection.
Sales. Oil produced from the Malacca Strait PSC is processed at the Companys processing facilities in
the block and delivered through connecting pipelines to the Companys FSO. where it remains in
storage until it is delivered to the purchaser. The Company sells its net crude oil entitlement through a
competitive tender process. subject to market conditions. and enters into short-term sales contracts with
the winning bidder. For the period from January 1 2006 through December 31. 2008. the offtakers for
the Companys crude oil entitlement from the Malacca Strait PSC were Itochu Petroleum Co.
(Singapore) Pte. Ltd. (Itochu) and Mitsubishi. respectively. For the year ended December 31. 2008. the
Company averaged 8.885 BOPD of gross oil sales from the Malacca Strait PSC. For the six months
ended June 30. 2009. the Company averaged 9,693 BOPD of gross oil sales from the Malacca Strait
PSC.
With effect from January 2009. the Company has entered into a sale and purchase agreement with
Itochu under which Itochu will act as the offtaker for substantially all of the Companys net crude
entitlement from the Malacca Strait PSC. Itochu will pay the Company the Indonesian Crude PriceLalang Crude (ICP-LC) with a premium of US$1.11/BBL and an additional premium subject to certain
conditions. The term of the agreement is for one year. unless terminated earlier pursuant to its terms.
On October 30. 2009. the Company has signed the Heads of Agreement (HOA) with Badan Operasi
Bersama (BOB) PT Bumi Siak Pusako PERTAMINA Hulu (BSP) to arrange gas flow from Kuat DR
field to BOB BSPs gas generator in the amount of 7 BBTU per day for 10 years with total sales volume
of approximately 21 BCF. The gas price agreed upon was US$ 4.80 per MMBTU with 3% (three
128
percent) increase per year. In line with the terms and conditions in HOA. BOB BSP is responsible to
receive 71.42% of gas from the yearly amount in the contract.
Bentu PSC and Korinci Baru PSCs. Sumatra
The Bentu and Korinci Baru PSCs are contiguous production sharing blocks located in Central Sumatra
near the city of Pekanbaru. in Riau Province. Both blocks are located onshore in a combined original
area of approximately 4,713 square kilometers. Following relinquishments of territory in line with the
terms of the PSCs. the Bentu PSC now covers a total area of approximately 1,043 square kilometers.
while the Korinci Baru PSC now covers a total area of approximately 252.5 square kilometers.
Based on a September 13. 2005 reserve certification by MHA of the reserves of the two blocks. as
recalculated by the Company by deducting the production from the period of the respective reserve
certification to June 30, 2009. the Companys estimated net proved reserves in the Bentu and Korinci
blocks as of June 30, 2009 are 144 BCF and 6 BCF of gas. respectively. while the Companys estimated
net proved plus probable reserves as of the same date are 288 BCF and 66 BCF of gas. respectively.
To date. no oil reserves of commercial quantity have been discovered in either the Bentu or the Korinci
blocks. The Company holds a 100% working interest in the two blocks through its wholly-owned
subsidiaries. Kalila (Bentu) Limited (Kalila Bentu) and Kalila (Korinci Baru) Limited (Kalila Korinci).
each of which is also the operator of its respective block.
In view of the close proximity of the Bentu and Korinci PSC. the Company operates the two blocks as a
single business unit in order to maximize operating synergies.
Background. The Bentu PSC was originally signed by Sceptre Resources Bentu. which farmed out to a
consortium comprising Hadson Bentu Ltd (subsequently acquired by Apache Oil. effective November
12. 1993). Bridge Oil Indonesia (whose share was later acquired by Parker and Parsley) and MIM Bentu
Proprietary Ltd. effective from December 1. 1992. Hadson became operator and subsequently. at the
end of 1993. Sceptre Resources withdrew from the PSC. Hadson Bentu Ltd changed its name to
Apache Bentu Ltd effective January 1, 1995. which later became Apache Energy Bentu Ltd. effective
April 1996.
In 1996. Santos Ltd. in separate transactions. acquired the interests of Parker and Parsley (27.78%) and
MIM Petroleum (33.33%). giving Santos a total interest of 61.11%. Santos assumed operatorship of the
Bentu PSC, effective September 8, 1997.
The Korinci-Baru PSC was signed originally by Apache Korinci Baru. with Santos subsequently taking
an interest identical to Bentu. using two local companies. Santos (Korinci Baru) Pty Ltd (27.78%) and
Santos (Korinci Baru No 2) Pty Ltd (33.33%). Santos (Korinci Baru No 2) became operator. effective
September 30. 1997.
Effective September 11. 1998. Petroz acquired Apache's 38.89% equity. Under the terms of the
agreement. Petroz made an initial payment of US$2 million to Apache. Two further payments to be
made to Apache were agreed. totaling up to US$10.3 million. with the first payment occurring upon
approval of a gas sales agreement by Pertamina. The final payment was to be made once gas
production commenced. In 2001. Phillips (now ConocoPhillips) acquired 85.41% of Petroz.
In November 2003. Santos sold its operated stakes in Bentu and Korinci Baru PSCs to Asian Worldwide
Group and Global Overseas Enterprise. These companies were subsequently renamed Kalila (Bentu)
Limited and Kalila (Korinci Baru) Pty Ltd respectively. In 2005. ConocoPhillips interest in the two blocks
ceased. and Kalila Bentu and Kalila Korinci became sole participants in their respective blocks.
In January 2006. EMP acquired PT Tunas. the holding company of both Kalila Bentu and Kalila Korinci.
Both the Bentu and Korinci blocks have received the relevant approvals from BPMIGAS. allowing the
implementation of the plans of development and to obtain commercial status.
129
Under the terms of the Bentu and Korinci Baru PSCs. each of Kalila Bentu and Kalila Korinci is required
to offer a 10% working interest in each of the blocks to a local Indonesian company. The Government
has nominated two companies to take up this working interest. and the Company has commenced
informal discussions with one interested party. However. given that the Indonesian Participant would
need to repay the Company for its portion of the past sunk cost in the Bentu and Korinci blocks. the
economics of their participation would be highly unattractive. As such. the Company believes that it is
very unlikely that the Indonesian Participant will exercise its option and secure funding for such purpose.
Development and Production. The Bentu PSC achieved commercial status with the approval of the plan
of development in May 2005 by BPMIGAS. Kalila Bentu is now implementing the plan of development
for the Bentu PSC. Gas production at the Bentu PSC is expected to commence in 2010. with sales of 21
MMCFD to the PT Riau Andalan Pulp and Paper (RAPP) plant and 30 MMCFD to PLN from the Seng
and Segat fields.
In parallel with gas sales to RAPP and PLN. the Bentu PSC is expected to begin deliveries of CNG from
the Bentu and Terusan fields in 2010 at an average rate of 3.0 MMCFD in 2010 and 2.0 MMCFD in
2013. respectively. These CNG projects will allow the Company to ascertain the reservoir
compartmentalization of the Bentu and Terusan fields. thereby allowing it to clarify the further
development potential of these fields.
The Korinci PSC achieved commercial status with the approval of the plan of development in October
2004 by BPMIGAS. The block is now fully developed. Initial deliveries of gas to PLN commenced in May
2007 from four wells in the Baru and West Baru fields. In parallel with gas sales to PLN. the Korinci
block has also begun gas deliveries from the Korinci field to the nearby RAPP plant. The Korinci PSC
achieved an average rate of gas sale deliveries of 16 MMCFD in 2008. driven largely by supplies of gas
to PLN.
For the year ended December 31, 2008 and the six months ended June 30, 2009. the average
aggregate daily gas production from the Korinci Baru PSC and Bentu PSC was 15.8 MMCFD and 17.5
MMCFD. respectively.
Sales. Because of the proximity of the Bentu and Korinci Baru blocks. gas production from these two
blocks are sold together. In May 2005. Kalila Bentu and PLN entered into a GSA with PLN covering gas
production from both the Bentu and Korinci Baru blocks. for the supply of between 15-30 MMCFD of gas
from 2005 through 2020. up to a total of 146 BCF of gas. In August 2009. the Company entered into an
amendment of the GSA with PLN to take into account delays in the development of the gas fields at the
Bentu and Korinci Baru blocks. Under the GSA. PLN is obligated to accept a minimum of 80% of the
annual contracted quantity of gas on a take-or-pay basis. PLN is required to pay US$2.65 per MMBTU
up to a cumulative delivery of 15 BBTU of gas supplied under the GSA until June 30. 2010. and
US$4.625 per MMBTU for delivery in excess of 15 BBTU for the period from January 1, 2009 to June
30.2010. and US$5.00 per MMBTU. escalating 3% per annum from July 1, 2010 to the end of the PSC if
delivery is at least 30 BBTU. The amendment will become effective upon approval by BPMIGAS. which
is currently pending. In addition. in October 2007. Kalila Bentu entered into a gas supply agreement with
RAPP to supply up to 21 MMCFD of gas to RAPP. Deliveries of gas to RAPP commenced in November
2007 at a price of US$4.00/ MMBTU at the wellhead with an escalation of 2% every three years.
Gebang PSC. Sumatra
The Gebang JOB PSC is located in the North Sumatra basin. It covers a total area of approximately
980.2 square kilometers. with mainly offshore fields (Arbei producing field) and discoveries (Anggor field
under development and Secanggang discovery under appraisal) in a water depth below 40 meters.
Based on a GCA reserve certification dated January 31. 2008. as recalculated by the Company by
deducting the production from the period of the reserve certification to June 30. 2009. the Companys
130
estimated net proved reserves in the block as of June 30. 2009 were 9.0 BCF of gas. while the
Companys estimated net proved plus probable reserves as of the same date amounted to 21.0 BCF of
gas.
The Gebang JOB PSC currently produces approximately 55 BOPD of condensate. which is sold to
Pertamina pursuant to a gas utilization agreement covering the Arbei Field of the Gebang JOB PSC.
The Company holds a 50% interest in the block through a wholly-owned subsidiary. Costa. which is a
participant in the JOB comprising Pertamina and Costa. Under the terms of the JOB. Pertamina is the
operator of the block. but is assisted by Costa.
Background. The Gebang PSC was originally awarded to Japex and Pertamina in November 1985 for a
term of 30 years. with each participant holding a 50% interest in the block. Japan Petroleum Exploration
Co. Ltd. assigned its 50% interest in the Gebang JOB PSC to Japex North Sumatra Limited. which in
turn assigned its interest in the Gebang JOB PSC to Costa in April 2002. Pursuant to the terms of the
joint operating agreement between Costa and Pertamina. the JOB was formed to conduct oil and gas
operations in the Gebang JOB PSC. Under the terms of the JOB. Costa is permitted to recover up to
50% of its capital and development expenditures from Pertamina from oil and gas produced at the
Gebang JOB PSC. Costa anticipates that this arrangement will permit it to claim substantially all of the
production receipts from the Gebang JOB PSC until 2010. The Company believes that Costas working
relationship with Pertamina. the operator of the JOB. has traditionally been good.
Development and Production. The Gebang JOB PSC first commenced commercial operations in
November 1992. through the delivery of gas from the Arbei field. which is currently the only producing
field in the block. Production in the Arbei field peaked in 1995 at 3,000 BOPD of oil and 20 MMCFD of
gas. One of Costas operating priorities following its acquisition of a working interest in the Gebang JOB
PSC has been to stabilize and reverse declining production. To this end. Costa successfully conducted
workovers in the Gebang JOB PSC in 2004. and additional infill drilling is currently being studied in order
to identify new sources of commercializable oil and gas. At present. the Arbei field produces
approximately 50 BOPD of oil and 1.0 MMCFD of gas.
Net production from the Gebang PSC was 30 BOPD of oil and 1.0 MMCFD of gas for the year ended
December 31. 2008. and 28 BOPD of oil and 0.8 MMCFD of gas for the six months ended June 30.
2009.
In addition to the Arbei field. three other fields have been defined in the block: Anggor. Secanggang. and
Gebang Offshore. Based on reserve certifications performed by GCA in January 2008. the Anggor field
has gross proved plus probable reserves of 40 BCF. while the Secanggang field has certified contingent
gas resources of 83 BCF. In July 2005. Costa obtained BPMIGAS approval for its plan of development
for the Anggor field. and is in the process of implementing the initial phases of its development plan for
the field.
Sales. In 1992. Costa entered into a Gas Utilization Agreement with PHE (currently being extended).
pursuant to which gas is sold at an agreed price of US$2.05 per MMBTU for the initial 4 MMCFD of gas.
with a step-up to US$2.15 per MMBTU for amounts supplied in excess of 4 MMCFD. Costa transports
the gas sold to Pertamina from the Arbei field through a nine-kilometer pipeline leading from the
processing plant in the Arbei field to Pertaminas gas gathering facility. A non-binding memorandum of
understanding has also been signed with PLN to deliver up to 80 MMCFD of gas that will be produced
from the Anggor and Secanggang prospects to gas consumers in North Sumatra. [An 18-kilometer
pipeline is expected to be constructed to transport gas produced from the Anggor field into the existing
gas processing plant in Pulau Pajang that currently processes gas from the Arbei field. Oil from the
Arbei field is sold to Pertamina and is priced at US$0.11 below Indonesian Crude Price for Attaka light
sweet crude.
131
132
block. and expects to develop gas production facilities in the Sungai Gelam TAC to support the
monetization of those gas resources.
Development and Production. Pursuant to the terms of the TAC with Pertamina. Pertamina has a first
right of refusal over all oil produced in the Sungai Gelam TAC. At present. all oil produced from the
Sungai Gelam TAC is sold to Pertamina. Production comes from two wells in the Sungei Gelam field.
which produce oil at an average rate of 100 BOPD. Most of the gas from the block is produced in
connection with oil production. and is flared. Although no commercial quantities of gas are presently
being produced from the Sungai Gelam TAC. the Company believes that it will be able to produce
significant quantities of gas from the Sungai Gelam TAC with a relatively modest level of capital
expenditure.
Net production from the Sungai Gelam TAC was 197 BOPD of oil and 0.3 MMCFD of gas for the year
ended December 31. 2008. and 657 BOPD of oil and 0.8 MMCFD of gas for the six months ended June
30. 2009.
Sales. In July 2006. IMG entered into a gas sales agreement with PT Indogas Persada Kriya Dwiguna
for the supply of between 25 MMCFD to 50 MMCFD of natural gas to PT Indogas Persada Kriya
Dwiguna. Subsequent to its execution of the GSA with PT Indogas Persada Kriya Dwiguna. the
Company rescheduled its gas projects at the Sungai Gelam TAC as part of a deliberate shift in focus
towards oil production. development drilling and workover activity in view of the successful results of its
oil drilling program and the increase in oil prices worldwide. As such. the gas sales agreement with
Indogas has expired. However. the Company continues to engage with Indogas on potential gas sales.
and expects to conclude negotiations for a replacement gas sales agreement over the next 12 months.
Semberah TAC . East Kalimantan
The Semberah TAC comprises onshore locations near the city of Samarinda in East Kalimantan.
covering a total area of approximately 40.5 square kilometers.
The Companys estimated gross proved reserves in the Semberah TAC as of June 30. 2009. based on
the certification by GCA as of January 2008. as recalculated by the Company by deducting the
production from the period of the reserve certification to June 30. 2009. are 5 MMBBLS of oil and 18
BCF of gas. while the Companys estimated gross proved plus probable reserves as of the same date
were 11 MMBBLS of oil and 48 BCF of gas.
Background. The Semberah TAC was awarded to PT Semberani Persada Oil (Semco) in November
1995 for a term of 20 years. The block consists of six blocks: Sambutan. Pelarang. Binangat.
Karangmumus and Semberah. Pursuant to the terms of the Semberah TAC. Semco is entitled to drill to
maximum depths of between 2.000 and 4.000 feet. From 1995 to June 30. 2009. 20 appraisal and
development wells have been drilled in the Semberah TAC. 14 of which have been successful.
The Company believes that the Semberah TAC holds significant oil and gas upside potential. The
Company intends to build on the oil production increases that have been implemented by Semco to
date. and following acquisition of advanced 3D seismic data. plans to drill 29 oil wells and 13 gas wells
between 2010 and 2013. This drilling campaign aims to fully exploit all booked reserves as well as
certain other uncertified potential resources. The Company also intends to expand its oil and gas
pipeline network to connect all fields to storage and export facilities. With respect to gas production
facilities. the Company intends to install a gas pipeline that will connect the Sambutan and Semberah
blocks. thereby enabling it to deliver sufficient gas reserves to fulfill its commitments to its gas offtakers.
Development and Production. The Semberah field commenced production in 1994. Currently. the field
produces oil and gas. which comes mainly from the SBR-8. SBR-17 and SBR-22 wells. Oil from the
Semberah field is transported by truck to Pertaminas lifting facility in Sangatta. about 150 kilometers
133
away from the Semberah field. Gas is sold to PLN and Virginia Indonesia Co. LLC (VICO). The
Company expects that future gas sales from the Semberah TAC will increase when the Semberah gas
plant is connected to the existing Sambutan-PLN pipeline. Net production at the Semberah TAC for the
year ended December 31. 2008 amounted to 921 BOPD and 13.2 MMCFD of gas. while net production
for the six months ended June 30. 2009 amounted to 740 BOPD of oil and 11.4 MMCFD of gas.
The Sambutan field commenced commercial production of oil and gas in May 2007. Currently. the field
produces approximately 40 BOPD of oil and 7 MMCFD of gas. Following the acquisition of advanced 3D
seismic data. an additional 10 wells will be drilled in the Sambutan field between 2010 to 2013 to fully
exploit the reserves.
Sales. Substantially all of the oil produced in the Semberah TAC is sold to Pertamina on an informal
offtake basis. Historically. crude oil from the Semberah TAC has been priced at a slight premium to the
ICP-SLC. Pursuant to the terms of the TAC with Pertamina. Pertamina has a first right of refusal over all
oil produced in the Semberah TAC. At present. all oil produced from the Semberah TAC is sold to
Pertamina.
Semco has entered into a GSA with PLN to supply up to 79 BCF of gas. over the term of the contract. at
a rate of 13-24 MMCFD to its Tanjung Batu power plant. Prices under this contract range from US$2.72
to US$3.00 per MCF. First gas sales from the Sambutan field to PLN commenced in May 2007.
In July 2008. Semco entered into a GSA with VICO to supply up to 4 BCF of gas to VICO. Prices under
this contract were US$5.90 per MMBTU for the period from July 23. 2008 to July 22. 2009 and. for the
period from July 23. 2009 to December 31. 2009. are derived from a formula based on ICP. The contract
will expire in December 31. 2009. Semco is negotiating a replacement contract with VICO on
substantially the same pricing terms.
CBM Tabulako PSC . East Kalimantan
The CBM Tabulako PSC is located in South Kalimantan province. in the area of PT Arutmin mining and
covers an area 704.82 square kilometers. The block covers narrow strips of land in the southeast corner
of Kalimantan Island and the northern tip of neighboring Pulau Laut Island. The CBM Tabulako PSC
spans three provincial regencies: Tanah Laut Regency. Kota Baru Regency. and Tanah Bumbuh
Regency; and consists of six areas: Asam-asam. Batulicin. Mulia. Satui. Senakin and Kintap. The block
is located in the Asam-asam Basin. The coal bearing formation for this block is the Tanjung Formation
(with a depth of 100-300 meters).
Background: The CBM Tabulako PSC was awarded to AWP on May 5. 2009 for a term of 30 years.
AWP holds a 100% working interest in the CBM Tabulako PSC and is its operator of the block. AWP is
70.0% held by the Company and 30.0% held by Bumi. PT. Arutmin has drilled several boreholes for coal
mining purposes inside the area. and there are some 2D seismic lines across the area.
Development and Production: The Company believes that significant hydrocarbon resources are located
in the CBM Tabulako PSC. and intends to prove up these resources on an expedited basis in order to
move forward on its development plans for the block.
CBM Sangatta-2 PSC. East Kalimantan
The CBM Sangatta-2 PSC lies within the mining concession held by PT Kaltim Prima Coal. a subsidiary
of Bumi and an affiliate of the Company. The block covers an area of 909.4 square kilometers and is
located around Sangatta. the capital of the East Kutai Regency (Kutai Timur). in the East Kalimantan
province of Indonesia. The CBM Sangatta-2 PSC is located in the East Kutai Basin along the Sangatta
River. 50 kilometers north of the equator on the east coast of Kalimantan Island. 180 kilometers north of
the provincial capital Samarinda and 310 kilometers north of the major population centre of Balikpapan.
The coal bearing formation for this block is the Balikpapan Formation.
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Background: The CBM Sangatta-2 PSC was awarded to VMA and PHE on May 5. 2009 for a term of 30
years. VMA is the operator of the block and holds a 60% working interest. with PHE holding a 40%
working interest. VMA is 70.0% held by the Company and 30.0% held by Bumi.
Development and Production: The Company believes that significant hydrocarbon resources are located
in the CBM Sangatta-2 PSC. and intends to prove up these resources on an expedited basis in order to
move forward on its development plans for the block.
3. Sales and distribution
Gas
The Company sells its gas production under a number of medium and long-term contractual
arrangements. These arrangements either take the form of binding heads of agreements (HOAs) or
GSAs. each of which are entered into directly with the customers. The binding HOAs are themselves
temporary arrangements which are intended to lead to formal GSAs upon documentation of the agreed
terms between the parties. The Companys current customers for gas include PLN. Pertamina. PKG and
RAPP. which comprised 33.8%. 31.3%. 23.7% and 11.2% of the Companys gas sales. respectively. for
the six months ended June 30. 2009. The Company also occasionally enters into non-binding
memorandums of understanding with potential customers prior to negotiating and entering into either an
HOA or GSA.
Under its gas sales agreements with its offtakers. the Company is generally only obligated to supply gas
on a best efforts basis. while offtakers are required to accept the gas on a take or pay basis. This
arrangement allows the Company greater control over its profit margins while minimizing its production
risk exposure. The percentage of gas subject to the take or pay arrangement under each gas sale
agreement is agreed on a case-by-case basis between the Company and each offtaker. and generally
ranges from 75% to 90% of the contracted quantity of gas to be supplied. Given the increasing demand
for energy in Indonesia. the Company does not anticipate any difficulty in disposing of any excess gas
that is not subject to take or pay arrangements. The Company expects that gas supply shortfalls
Indonesia will continue to work to its advantage. Certain of the Companys gas contracts also include an
escalation clause that allow the Company to revise prices under certain conditions.
135
The following table summarizes the key terms and arrangements of the Companys current material
GSAs. binding HOAs and non-binding memorandums of understanding for its production blocks:
Block
Counterparty
Offtaker
Industry
Pricing
(US$/
(1)
MMBTU)
Term
Escal
ation
Signing
Date
Gross
Quantity
TakeorPay
Kangean
PKG
Petrochemicals
August
2005
to
June 2018
30 Oct
2007
241.9
BCF
78.5
80.0
%
Kangean
PLN
Electricity
generation
April 2010
to
December
2027
16 Dec
2005
369 BCF
70% 90%
Kangean
Pertagas
Gas
trading
April 2010
to
March
2019
30 Oct
2007
221 BCF
75%
Kangean
Indogas
Gas
trading
Apr 2010 to
Feb 2021
30 Oct
2007
79 BCF
80%
Semberah
PLN
Electricity
generation
September
2005
to
November
2015
30 Sep
2007
79 BCF
70%
Semberah
VICO
July
23.
2008
to
July
22.
2009;
extended to
December
31. 2009
22
Jul
2008;
extende
d on 28
Aug
2009
4 BCF
N/A
Bentu
and
Korinci Baru
PLN
Electricity
generation
May 2005
to
May
2021
3%
per
year
from 1
July
2010
17 May
2005;
amende
d
in
August
(2)
2009
146 BCF
80%
2%
every
3
years
30 Oct
2007
86.7 BCF
80%
3%
per
year
To
be
execute
d
21 BCF
71.42
%
Bentu
and
Korinci Baru
RAPP
Pulp and
paper
November
2007
to
January
2020
US$
4.00
MMBTU
Malacca
BOB BSP
2011
2020
US$4.80
to
136
per
Block
Gebang
Offtaker
Industry
Counterparty
EHK
Gas
trading
Pricing
(US$/
(1)
MMBTU)
Term
2010
to
November
2015
US$5.80
Escal
ation
Signing
Date
Gross
Quantity
TakeorPay
3%
per
year
To
be
execute
d
28 TBTU
90%
__________
Note:
(1)
The conversion ratio as per the executed gas sales agreements specifies a BTU:CF conversion ratio of 1:1 with the exception
of the gas sales agreements pertaining to off-take of Ngimbang gas whereby is the BTU:CF conversion ratio is 1.07:1
attributable to the different gas specifications. Recent domestic gas contracts (such as the British Petroleum Offshore
Northwest Java PSC - PT Kujang gas sales agreement) have been secured at fixed prices in excess of US$3.5/MMBTU.
137
undeveloped gas reserves in the Bentu, Korinci, Gelam and Semberah blocks. To facilitate all of its
development plans, the Company plans to drill 114 development wells between 2009 and 2012.
Insofar as existing producing wells are concerned, the Company intends to maximize production by
focusing on reservoir optimization, effective well-management techniques and in-field drilling. The
Company has successfully deployed these techniques to date to extract higher output from its producing
wells, particularly within the Malacca Strait PSC.
The Company also intends to capitalize on its first mover advantage into the Indonesian CBM sector by
focusing on the appraisal of the gas resources in its two CBM blocks, and on converting these gas
resources into reserves so as to commence development of these blocks on an accelerated basis. The
Company has also identified new areas for oil development in the Malacca Strait PSC, and plans to
appraise significant quantities of gas resources that it has discovered at the Gelam and Malacca Strait
blocks.
To replace reserves at its existing producing blocks, the Company intends to continue assessing
exploration acreage with a view to converting contingent resources into reserves. It will focus on shallow
and lower risk exploration, which involves the drilling of approximately 32 exploration wells, including 27
wildcat wells and five delineation wells over the next three years to 2012. In particular, the Company has
identified the Kujung exploration fairway, which is considered one of the more attractive oil and gas
plays in Indonesia, and includes portions of the Kangean PSC.
Fully develop and monetize gas reserves from the Masela PSC
Masela is one of Indonesia's largest undeveloped gas blocks, with an estimated 18.5 TCF of gross
proved plus probable reserves of natural gas. The development of the extensive gas resources at the
Masela PSC are expected to underpin the development and construction of one of the world's first
floating LNG projects with an estimated production capacity of 4.5 MMTPA.
The Company believes that the successful development of the Masela PSC and its floating LNG project
will enable it to:
-
enter the international gas market and permit it to benefit from the higher gas prices achieved
in the LNG market compared to the domestic Indonesian market;
preserve and build on its position as one of the largest oil and gas companies in Indonesia and
Southeast Asia;
provide significant future cashflows for the Company as it implements its long-term expansion
plans;
gain crucial operating experience from its involvement in a landmark offshore deepwater
project; and
build a strong partnership with a highly experienced international partner to reduce its
development risks and expenses while enabling it to benefit from the development upside of
the Masela PSC.
138
been committed to specific customers, the Company intends to enter into gas sales agreements with
selected customers. The Company also intends to further diversify its customer base through direct
sales to end-users in light of the liberalization of the Indonesian gas distribution industry. The Company
will seek to tap into the growing demand for gas in the East Java market by leveraging its operating
experience, established presence, strategically located gas reserves and good community relationships.
The Company will also seek to obtain contractual terms that are at least as favorable to the Company as
the terms of its current gas supply contracts.
Maintain cost efficiency and operational excellence
The Company intends to use its efficient operating and implementation framework and well-developed
and established exploration, exploitation and production infrastructure to maintain its cost competitive
advantage. It is also the Companys intention to leverage economies of scale and supplier power by
seeking more favorable contract terms without compromising its business operations and customer
relationships. The Company will also seek to maintain lifting costs at low levels through stringent cost
control measures, good management of reservoirs and wells and employing sophisticated technology
and services of leading oilfield services operators.
The Company intends to continue to maintain a strong safety, health and environmental culture and
actively participate in the Environmental Compliance Performance Evaluation Program (Program
Penilaian Peringkat Kinerja Perusahaan dalam Pengelolaan lingkungan, PROPER) assessment
process. The Company is strongly focused on maintaining high corporate governance standards which
are driven by principles of accountability, responsibility, transparency and fairness and it intends to
continue to implement measures to further strengthen its corporate governance measures.
Continued focus on asset acquisition for step-up growth
From time to time, the Company may also undertake selective and opportunistic asset acquisitions,
targeting both developed blocks, for which significant geological data is available with lower exploration
risk, and frontier fields for which minimal geological data is available but which may have significant
exploration potential. The Company believes that the expertise it has developed in assessing detailed
seismic data and in the utilization of sophisticated technologies could result in further discoveries in
either type of field. Further, in the event discoveries are made, the Company believes it has the track
record and the experience necessary to extract output from and rapidly commercialize any such
discoveries.
With global trends towards oil and gas industry consolidation and asset rationalization, the Company
believes that it will continue to find opportunities to acquire oil and natural gas properties, primarily within
Indonesia. The Company intends to assess and make strategic acquisitions of complementary assets on
a periodic basis, and to integrate such acquisitions into its existing operations to achieve synergies.
These strategic acquisitions would need to meet vigorous technical, financial and operational criteria.
The Company believes that its acquisition of a working interest in the Masela PSC is a crucial
component in this acquisition strategy.
Maintain good relationships with existing partners and stakeholders, as well as forge new
alliances
The Company intends to forge closer partnership ties with its existing international partners, which
include Mitsubishi, Japex, China National Offshore Oil Corporation (CNOOC) and Inpex Masela, to
benefit from their knowledge and technical know-how to enhance the Companys core competencies.
The Company also intends to maintain strong and symbiotic relationships with its offtakers, including
BP, PLN, PKG and PGN, with a view to obtaining future opportunities in gas supply and cooperation in
other related areas. The Company will also aim to maintain good community relations and adherence to
best practices in order to avoid the occurrence of safety and environmental hazards.
139
The Company will also seek to forge new alliances with international operators through opportunities
that arise by leveraging of its competitive position in the Indonesia oil and gas industry. The Company
believes that an international partner with the proper credentials and experience will be able to assist the
Company in deepening its technical expertise, provide access to wider range of opportunities and help
diversify its exploration and development activities. In an increasingly competitive environment and in
light of rising exploration expenses, the Company believes alliances are necessary to enhance the
Companys competitive position.
5. Business Strenghts
The Company believes it is in a position to benefit from the following principal competitive strengths:
Large and diverse appraised reserves base to support future growth
The Company believes that it is one of the largest independent exploration and production companies in
Indonesia, in terms of reserves. As of June 30, 2009, the Company has estimated that it has net proved
plus probable reserves of 224.2 MMBOE of oil and gas, based on certifications conducted in accordance
with internationally recognized standards by independent reserve engineers including GCA, MHA and
Sproule, as recalculated by the Company by deducting production from the period of the respective
reserve certification to June 30, 2009. The Companys average proved plus probable reserves life is in
excess of 25 years. The Company also has net contingent resources of 92.0 MMBOE. In addition, the
Masela PSC, in which the Company is currently acquiring a minority working interest, contains 9.8 TCF
of proved gross reserves plus 8.7 probable gross reserves of natural gas.
The Company has a diverse portfolio of fields with multiple oil and gas production horizons. The
Companys prospects offer a diversification of reserves, production and exploration opportunities and
risk across a broader group of assets and geological formations. This includes the CBM Sangatta-2 PSC
and CBM Tabulako PSC, which were acquired by the Company in May 2009, and which the Company
believes contain significant gas resources upside.
In addition, proved plus probable reserves from the Companys 105 reservoirs and 36 fields offer an
attractive mix of oil and gas resources with significant reserve replacement opportunities. The Company
has also mitigated its drilling risk through its large number of existing wells, and currently has
approximately 188 wells spread across 36 fields in seven commercial blocks with most new planned
wells representing relatively low-risk, shallow development wells.
Visible production growth profile from development of existing assets and future acquisitions
Over 80% of the Companys net proved plus probable reserves are currently undeveloped. Most of
these reserves have already been appraised and are currently in the development stage with production
expected to commence at various stages over the next few years.
The key gas projects currently under development include the large TSB fields, consisting of 1.3 BCF of
net proved plus probable reserves of which gross volumes of over 0.9 BCF have already been
commercially committed for sale and the remainder is under negotiation for sale. The TSB area is
scheduled to commence production in 2011. In addition, the Company's producing Bentu, Korinci and
Gelam blocks contain significant gas reserves which are strategically located in the South Sumatra gas
market and near the significant West Java gas market. The Company also has significant gas reserves
in the Sembarah TAC which is located close to the Bontang LNG processing plant.
All of the Companys production blocks have BPMIGAS-approved plans of development or plans of
production that clear the path for the Company to quickly realize cashflows on its capital investment by
commencing commercial production at these assets. In addition to its various development projects, the
Company also has other significant production enhancement opportunities ranging from well workovers,
140
pump installations, optimization of facilities and reservoir management to further improve production and
recovery rates.
The Company plans to increase its daily gross production to 28 MBOE/D in 2010, 58 MBOE/D in 20011
and will reach its peak of 120 MBOE/D in 2013 through the development of current reserves. If the
acquisition of Masela PSC is completed and the production starts in 2016, the daily gross production
may reach 148 MBOE/D. The development of the Masela PSC which contains 18.5 TCF of Gross
Proved plus Probable Reserves of natural gas, will also significantly contribute to the Companys
production growth.
Cost efficiency and operational knowledge
With a top-down focus on operational excellence and cost efficiency, the Company benefits from a
proven operational track record and a low-cost operating structure. The Company believes that its
average lifting cost of US$5.90/BOE during the three years ended December 31, 2008 were among the
lowest for oil and gas operators in Indonesia and Asia. Much of this is attributable to the Companys
focus on natural gas exploration and development, which generally carries lower human resources,
operations and maintenance requirements as compared to oil exploration and development focused
companies, which generally have higher costs. In addition, most of the Companys oil and gas fields are
onshore (with the exception of the TSB fields and the Gebang JOB PSC), which have a relatively lower
cost of production and exploration than offshore fields. The close proximity of existing infrastructure to
the Companys producing blocks has also contributed to the Company's ability to maintain a low cost
profile. The Company believes that its cost structure, among other factors, assists in extending the
economic life of its producing blocks and allows for reserve growth at lower capital cost levels whilst
providing stronger operating margins.
The Company believes that it is able to continue to maintain its cost efficiency due to the expertise and
extensive experience of its management team. Many senior members of the management teams
operating each of the Companys blocks have been in place since the start of operations at each block,
in line with the Companys policy of retaining the existing management teams following its acquisition of
a production block. The Company is focused on maximizing production of oil and gas and increasing
cash flows in the face of the improving price climate for oil and gas. In May 2009, a new board of
commissioners and board of directors was appointed to lead the Company in this direction.
Ability to rapidly monetize reserves via established infrastructure and facilities and proximity to
key gas markets
The Companys blocks are equipped with established infrastructure and facilities built by world-class oil
and gas companies. For example, the former owners of the Kangean PSC, BP Exploration Operating
Company Limited and BP America Production Company, invested approximately US$1 billion over 15
years to set up gas processing facilities as well as other infrastructure facilities in the Kangean PSC.
These state-of-the-art facilities were maintained in good condition by BP Exploration Operating
Company Limited and BP America Production Company prior to their exit from Kangean in 2004, and
remain in excellent condition. The former owners of Malacca Strait, Hudbay Oil and Eni Lasmo plc, also
built world-class oil production facilities at the block which consist of offshore and onshore production
facilities as well as processing plants.
In addition, the Companys key production blocks are located in areas with existing transmission and
distribution infrastructure, increasing the speed of commercialization and reducing development and
transportation costs. For example, the Kangean PSC has access to East Javas well developed gas
distribution infrastructure, including the under-utilized East Java Gas Pipeline and PGNs gas distribution
network, whilst the Bentu, Korinci, Gelam and Gebang blocks are located close to Trans Gas
Indonesias Duri-Batam gas pipeline and also PGNs new South Sumatra West Java gas pipeline which
connects Sumatra to the large West Java gas market.
141
142
companies, many of which are large, well-established companies with substantially greater capital
resources and larger operating staffs than the Companys and many of which have been engaged in the
oil and gas business for a longer period than the Company. Such companies may be able to offer more
attractive terms when bidding for concessions for exploratory prospects and secondary operations, to
pay more for productive natural gas and oil properties and exploratory prospects, and to define,
evaluate, bid for and purchase a greater number of properties and prospects than the Companys
financial, technical or personnel resources permit.
The Companys ability to acquire production sharing arrangements and to acquire, discover, develop
and produce reserves in the future will depend upon its ability to evaluate and select suitable properties
and to consummate transactions in a highly competitive environment. However, given the importance of
the oil and gas industry to the Indonesian economy, local participation has been actively encouraged by
the Government. Being one of the few Indonesian companies involved in the oil and gas exploration and
production industry, the Company believes that it has certain advantages when seeking to expand its
business in this sector, given the depth of its knowledge and experience of the exploration and
production environment in Indonesia and its long-standing relationship with the Government.
The competitions faced by the Company in the Oil and Gas Industry is mainly in obtaining and
increasing the oil and gas reserves. Therefore, the Company engages in tremendous amount of
exploration and development activities of the blocks that have reserves. It also has to operate effeciently
to increase the oil and gas production in order to sell with competitive prices.
The following table projects the natural gas production in Indonesia in 2008:
MSCF
Company
Gross Production
Pertamina Onshore
Pertamina JOB Onshore
Pertamina JOB Offshore
Pertamina TAC Onshore
Pertamina TAC Offshore
Production Sharing Contract Onshore
Production Sharing Contracts Offshore
Total
Source :DJ Migas 2008
315,385,158
15,544,722
599,273
5,466,798
353,611,275
888,176,546
1,643,539,999
2,885,327,820
As of 2008. the Company has contributed in gas production 0.00072% % of the total natural gas
production in Indonesia.
143
The following table lists the monthly average of crude oil production in 2008 in Indonesia:
barel
Company
Contract Area
42,068,796
7,619,858
21,612
179,632,325
83,141,863
312,484,454
As of 2008. the Company has contributed in oil production 0.00067% of the total natural gas production
in Indonesia.
7. Safety
The Company is well aware of the importance and roles in the aspects of K3LL (Keselamatan,
Kesehatan Kerja dan Lindung Lingkungan Work Safety and Health and Environmental Protection) in
order to reach optimal performance and reputation of the company in the accident-prone Oil and Gas
Industry. Therefore, the Company sets Policy Statement concerning K3LL, which expresses the
commitment and responsibility of management to manage K3LL, and the active participation of all
employees for its achievements will be reviewed annually.
The Company establishes the policy to execute of its activities, to protect the employees. The
community and the environment are of equally important to the achievement set in the exploration,
drilling, and production activities. The commitment to achieve and maintain K3LL excellence is
integrated in the values of the corporation: respect of people, inter-personal relations, the community,
and the environment. These principles are reflected in the K3LL Management System, the common
reference of all of the Companys personnel, as we believe that it supports the long-term sustainability of
the business.
Company regards managing K3LL is more than just fulfilling the parameters set by the Government.
With a structured application in accordance with the principles of K3LL, the Company obtains the ISO
14001 and OHSAS 18001 certificates since 2005, as well as the ranking of 8-ISRS and 7-IERS that we
have adopted since 1989. The Company composes and applies all of the systems that it adopts in a
single integrated system: the EMP K3LL Management System.
Leadership and commitment are the core factors in the execution of K3LL Management System for the
Company. In this definition, we firmly state that the leaders are responsible for not just the achievement
of operational objectives, but also for ensuring that all of these targets are achieved by accountable
means from the K3LL (Kesehatan, Keselamatan Kerja dan Lindungan Lingkungan Work Safety and
Health and Environmental Protection).
The Company has determined the execution policies of K3LL using risk and environmental impact
management in all levels of operational activities. The risk and impact management are the twin core
factors of the application of K3LL programs. They are based on the identification of dangers and
environmental impacts. These K3LL programs are applied with high commitment in all OUs (Operating
Units) within the activity areas of the Company.
Risk and impact control is also anticipated by the creation of the Emergency Response Plan, which
responds to and reduces the level of damage when emergency events such as accidents or pollutions
144
- occur. The structure of the Emergency Response Plan is managed in accordance with the occurrence
and/or disaster that occur. Accidents that occur in OU, and that can be handled in OU location, will be
handled by the Emergency Response Team (ERT) at the OU level. If it has extended impacts, the
Emergency Response Group (Head Quarters) will be activated. Last of all, if the impact of the damage
can influence the sustainability of the business, the problem will be handled by the Crisis Management
Team (CMT) in the corporate level.
K3LL management is implemented by ensuring that the line management is fully aware and accountable
for the excellence of the execution of K3LL in their region, and that they guarantee the active
participation of all workers for the achievement. Each of the companys personnel is responsible to work
safely and dependably, and to protect the environment as well.
On the implementation of K3LL, the Company coordinates everything: risk management, environmental
impact management, program implementation, and monitoring the performance in all operational
activities. This will make the operational activities of the Company to run well, safely, and efficiently.
In line with the application of the K3LL Management System, all Company personnel is committed to: (i)
preventing accidents, work-related accidents, and environmental damage, (ii) complying all of the
prevailing rules and regulations, (iii) maintaining a healthy and safe working place for the workers and
work partners, (iv) reducing the level of emission and processing waste, and (v) utilising other energies
and natural resources efficiently.
As a result of setting a high standard for work safety in all Operating Units, the Company reported
accident rate of 0.01 in 2008 and 0.0 for the last six months ending June 30, 2009. The Company
reported zero fatalities in its operational activities fromm 2008 to present.
8. Insurance
The Companys operations are subject to hazards and risks inherent in drilling for and production and
transportation of natural gas and oil, such as fires, natural disasters, explosions, encountering
formations with abnormal pressures, blowouts, cratering, pipeline ruptures and spills, and of which can
result in the loss of hydrocarbons, environmental pollution, personal injury claims and other damage to
properties of the Company. Additionally, certain of the Companys natural gas and oil operations are
located in areas that are subject to tropical weather disturbances, some of which can be severe enough
to cause substantial damage to facilities and possibly interrupt production. As protection against
operating hazards, the Company maintains insurance coverage against some, but not all, potential
losses. The Companys coverage for its oil and gas exploration and production activities includes, but is
not limited to, loss of wells, blowouts and certain costs of pollution control, physical damage on certain
assets, employers liability, comprehensive general liability, automobile and workers compensation.
The Company maintains coverage for the replacement value of all drilling rigs, equipment and
machinery leased by it, and insures against third party liability and workers compensation. It does not,
however, insure against business interruption or loss of revenues following damage to or loss of such
drilling rigs, equipment and machinery. Under the terms of the PSCs to which the Company is a party,
the Government holds title to all physical property that the Company is brought into each PSC contract
area. The Company is reimbursed for its costs of providing such physical property through the cost
recovery mechanism under each PSC. Accordingly, the Government is required to be the beneficiary of
any insurance policies entered into by the Company with respect to equipment and machinery used by it
in the operation of the PSCs.
The Company believes that its insurance coverage is adequate and is comparable to insurance taken
out by companies of a similar size engaged in operations similar to those of the Company. However,
losses could occur for uninsurable or uninsured risks, or in amounts in excess of existing insurance
145
coverage. The occurrence of an event that is not fully covered by insurance could have a material
adverse impact on the Companys financial condition and results of operations.
As of June 30, 2009, the Company had in place various insurance policies, including onshore/off shore
assets insurance, marine cargo insurance, public liability insurance, business guard insurance for
directors and officers and protection and indemnity insurance. The aggregate sum insured for the
Company under these policies as of June 30, 2009 was in excess of US$3 billion.
The following table lists the insurance purchased by the Company:
Company
KONDUR
PETROLEUM
S.A
Type of
Insurance
Object
Total Coverage
(in US$)
BPMIGAS
&
PSC
PROPERTY
ALL RISK
$60,204,482
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$133,800,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$35,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$50,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$3,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$14,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
Public Liability
Insurance
$1,000,000
31 Des
2008 - 31
Des 2009
PT Tugu
Pratama
Indonesia
Umbrella
Liability
Insurance
$25,000,000
31 Des
2008 - 31
Des 2009
PT Tugu
Pratama
Indonesia
Machinery
Breakdown
Insurance
$10,125,000
25 Des
2008 - 25
Des 2009
Marine Cargo
Open Policy
$13,200,000
1 Apr 2009
- 31 Mar
2010
Protection
Indemnity
&
$1,000,000,000
24 Feb
2009 - 23
Feb 2010
UK P&I club
Directors
&
Officers Liability
Protection
Insurance
for
Directors & Officers againt third
party claim or lawsuit for any
faults or breach or violation /
any accussation, in connection
with company management
$20,000,000
14 Nov
2008 - 14
Nov 2009
Asuransi Jasindo
146
Effective
Term
Insurance
Company
Company
KALILA
BENTU Ltd.
KALILA
KORINCI
BARU
Type of
Insurance
Object
BPMIGAS
&
PSC
PROPERTY
ALL RISK
$2,688,650
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$35,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$3,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
Public Liability
Insurance
$1,000,000
31 Des
2008 - 31
Des 2009
PT Tugu
Pratama
Indonesia
Umbrella
Liability
Insurance
$25,000,000
31 Des
2008 - 31
Des 2009
PT Tugu
Pratama
Indonesia
Directors
&
Officers Liability
Protection
Insurance
for
Directors & Officers againt third
party claim or lawsuit for any
faults or breach or violation /
any accussation, in connection
with company management
$20,000,000
14 Nov
2008 - 14
Nov 2009
Asuransi Jasindo
Group
Insurance
BPMIGAS
ASSETS
PROPERTY
ALL RISK
$4,737,179
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$35,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$3,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
Public Liability
Insurance
$1,000,000
31 Des
2008 - 31
Des 2009
PT Tugu
Pratama
Indonesia
Umbrella
Liability
Insurance
$25,000,000
31 Des
2008 - 31
Des 2009
PT Tugu
Pratama
Indonesia
Directors
&
Officers Liability
Protection
Insurance
for
Directors & Officers againt third
party claim or lawsuit for any
faults or breach or violation /
any accussation, in connection
with company management
$20,000,000
14 Nov
2008 - 14
Nov 2009
Asuransi Jasindo
Total Coverage
(in US$)
147
Effective
Term
Insurance
Company
Company
PT. Semberani
Persada Oil
PT.
Insani
Mitrasani
Gelam
Kangean
Type of
Insurance
Object
Total Coverage
(in US$)
Effective
Term
Insurance
Company
$35,000,000
01 May
2008 - 30
Apr 2010
Public Liability
Insurance
$10,000,000
PT Tugu
Pratama
Indonesia
Umbrella
Liability
Insurance
$16,000,000
31 Des
2008 - 31
Des 2009
PT Tugu
Pratama
Indonesia
Directors
&
Officers Liability
Protection
Insurance
for
Directors & Officers againt third
party claim or lawsuit for any
faults or breach or violation /
any accussation, in connection
with company management
$20,000,000
14 Nov
2008 - 14
Nov 2009
Asuransi Jasindo
Group
Insurance
BPMIGAS
ASSETS
PROPERTY
ALL RISK
$1,195,103
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$35,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$3,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
Public Liability
Insurance
$10,000,000
PT Tugu
Pratama
Indonesia
Umbrella
Liability
Insurance
$16,000,000
31 Des
2008 - 31
Des 2009
PT Tugu
Pratama
Indonesia
Directors
&
Officers Liability
Protection
Insurance
for
Directors & Officers againt third
party claim or lawsuit for any
faults or breach or violation /
any accussation, in connection
with company management
$20,000,000
14 Nov
2008 - 14
Nov 2009
Asuransi Jasindo
Group
$285,628,539
01 May
Group
Insurance
BPMIGAS
ASSETS
PROPERTY
ALL RISK
148
PT. Tugu
Pratama
Indonesia &
Konsorsium
PT. Tugu
Company
Energy
Indonesia Ltd.
JOB
Costa
International
Group Ltd.
Type of
Insurance
Insurance
BPMIGAS
ASSETS
PROPERTY
ALL RISK
Object
Effective
Term
Insurance
Company
2008 - 30
Apr 2010
Pratama
Indonesia &
Konsorsium
$65,750,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$35,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$50,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$3,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
Public Liability
Insurance
$1,000,000
31 Des
2008 - 31
Des 2009
PT Tugu
Pratama
Indonesia
Umbrella
Liability
Insurance
$25,000,000
31 Des
2008 - 31
Des 2009
PT Tugu
Pratama
Indonesia
Marine Cargo
Open Policy
$18,000,000
1 Apr 2009
- 31 Mar
2010
Group
Insurance
BPMIGAS
ASSETS
PROPERTY
ALL RISK
$17,241,057
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$12,554,055
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$50,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$3,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$2,000,000
01 May
2008 - 30
Apr 2010
PT. Tugu
Pratama
Indonesia &
Konsorsium
$1,000,000
31 Des
2008 - 31
Des 2009
PT Tugu
Pratama
Indonesia
Public Liability
Insurance
Total Coverage
(in US$)
149
Company
Type of
Insurance
Object
Total Coverage
(in US$)
Effective
Term
Insurance
Company
Umbrella
Liability
Insurance
$25,000,000
31 Des
2008 - 31
Des 2009
PT Tugu
Pratama
Indonesia
Directors
&
Officers Liability
Protection
Insurance
for
Directors & Officers againt third
party claim or lawsuit for any
faults or breach or violation /
any accussation, in connection
with company management
$20,000,000
14 Nov
2008 - 14
Nov 2009
Asuransi Jasindo
150
The Ministry of the Environment in Indonesia has also issued an appreciation program called PROPER.
(Program Penilaian Peringkat Kinerja Perusahaan dalam Pengelolaan Lingkungan the Rating of
Company Performance in Environmental Management Program) Through PROPER, companies will be
rated on its compliance on a few things, including environmental researches (AMDAL, UKL-UPL),
complience to the quality of wastewater and emission, waste management B3 and other enviromental
permits. Companies in Indonesia that are rated on the PROPER program are required to publicly
disclose their level of compliance.
Companies are rated in accordance with their compliance level, which consists of a series of five ratings
ranging from gold (the highest possible rating) to black (the lowest possible rating. Red symbolizes
the existing efforts of a company to comply with the environmental regulations, however only a few
points adhere to the regulations. Blue symbolizes companies that are complying with the regulations.
Green symbolizes companies that are making efforts to go beyond compliance of the regulations. Gold
symbolizes companies that are highest in ranking in making efforts in the implementation of environment
management system and corporate social responsibility.
The Company maintains a strong record of environmental compliance. The Kangean and Malacca Strait
blocks currently hold a blue environmental management rating from the Ministry of the Environment,
and the Company obtains new PROPER evaluations on an annual basis. Moreover, KPSA is in the
process of grading in order to get beyond compliance rating to obtain the green rating.
In addition to obtaining a good PROPER rating, KPSA has also succeeded in the implementation of
environmental management system according to the international standard ISO 14001 and has
consistently maintain the continuity of the standard for the 3 year validity period of the certificate. In
August 2008, the ISO 14001 certificate was extended thru a re-certification process that was conducted
by an international verificaton insitution, DNV (Det Norske Veritas) KEI has also received the ISO 14001
certificate gien by Lloyd Register. Moreover, KPSA became the first Indonesian PSC to achieve both the
ISO 14001 and the OHSAS 18001 certifications.
The Subsidiaries of the Company have obtained several permits related to the issue of AMDAL as in the
following table: (Much of this table is still in Indonesian)
Type of Permit
KPSA
Number
Date
Institution
4372/008/SJR/90
28/11/1990
Ministry of
Mining and
Energy
3370/0115/SJ.K/92
30/10/1992
Minister of
Mining and
Energy
2440/0115/SJ.T/1993
07/06/1993
Minister of
Mining and
Energy
182/384/DMT/1995
24 Januari
1995
Ditjen Migas
1175/384/DMT/1996
10 Mei 1996
Ditjen Migas
151
Bengkalis, Riau
4178/384/DMT/1997
30
1997
Dec
Ditjen Migas
215/384/DMT/1998
21 Januari
1998
Ditjen Migas
121/BA/VI/UKL-UPL/BI98
2 Juni 1998
Environmental Management
Program/Environmental Monitoring
Program (UKL/UPL) onshore
exploration well MSLE 01 and MSL
-01
1202/38.03/DMT/2002
23 Apr 2002
Directorate
General of
Petroleum and
Natural Gas,
Ministry of
Energy and
Mineral
Resources the
Republic of
Indonesia
1529/38.03/DMT/02
7 Mei 2002
Ditjen Migas
7349/28.02/DMT/2004
9 Juli 2004
Ditjen Migas
11996/28.02/DMT/2005
5 Oktober
2005
Ditjen Migas
14939/28.02/DMT/2005
13
2005
Des
Ditjen Migas
5395/18.05/DMT/2007
17
2007
April
Ditjen Migas
12514/10.08/DMT/2007
15 Agustus
2007
Ditjen Migas
17308/10.08/DMT/2007
14
2007
Nop
Ditjen Migas
18114/10.08/DMT/2007
27
2007
Nop
Ditjen Migas
152
KEI
Approval Revision on
Environmental Management Plan
& Environmental Monitoring Plan
for Gas Development Project
Pagerungan Kangean PSC,
Regency of Sumenep, Province of
East Java
2572/0115/SJ.T/1997
9 Juli 1997
Ministry of
Mining and
Energy of the
Republic of
Indonesia
Environmental Management
Program/Environmental Monitoring
Program (UKL/UPL) Onshore
Assessment Well Drilling PGA 5,
PGA 6, and PGR2 , Fields of
Pagerungan, Kangean PSC,
Regency of Sumenep, Province
of East Java
5806/28.02/DMT/2005
26/05/2005
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of
Energy and
Mineral
Resources the
Republic of
Indonesia
Environmental Management
Program/Environmental Monitoring
Program (UKL/UPL) 2D and 3D
Seismic Survey Fields of West
Kangean and Spanjang fields of
of Kangean PSC, Regency of
Sumenep, Province of East Java
5783/28.02/DMT/2005
26/05/2005
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of
Energy and
Mineral
Resources the
Republic of
Indonesia
Environmental Management
Program/Environmental Monitoring
Program (UKL/UPL) Delineation
drilling well PGR3, well PGB4,
and well PGC7, Island of
Pagerungan Kecil and well SID 1
and SID 2 Island of Sidulang
Besar Kangean PSC, Regency
of Sumenep, Province of East
Java
11525/28.02/DMT/2005
27/09/2005
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of
Energy and
Mineral
Resources the
Republic of
Indonesia
Environmental Management
Program/Environmental Monitoring
Program (UKL/UPL) Delineation
drilling well SED2, well SED1A,
well SED3 , well SED 4, well
SED 5 and well SED6 , Island of
Sepanjang, Kangean PSC,
Regency of Sumenep, Province of
East Java
11526/28.02/DMT/2005
27/09/2005
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of
Energy and
Mineral
Resources the
Republic of
Indonesia
Environmental Management
Program/Environmental Monitoring
Program (UKL/UPL) Delineation
drilling well PTO2. well PTO 3,
well PTO4 and well PTO 5 Field
of East Pagerungan, Kangean
12816/28.02/DMT/2005
21/10/2005
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of
Energy and
Mineral
153
Semco
Resources the
Republic of
Indonesia
Environmental Management
Program/Environmental Monitoring
Program (UKL/UPL) Delineation
drilling well PUO3, well PUO4,
well PUO1A and well PUO2A
Field of North Pagerungan,
Kangean PSC, Regency of
Sumenep, Province of East Java
12819/28.02/DMT/2005
Ministry of the
Environment
Ministry of the
Environment
2445/384/DMT/1997
12
August
1997
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
3653/384/DMT/1997
17 November
1997
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
3220/38.03/DMT/2000
8 November
2000
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
734/38.03/DMT/2002
11
2003
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
154
21/10/2005
March
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of
Energy and
Mineral
Resources the
Republic of
Indonesia
IMG
KBK
2059/28.02/DMT/2003
29
August
2003
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
11259/10.05/DMT/2007
18 July 2007
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
721/10.08/DMT/2008
18 Jan 2008
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
18028/10.08/DMT/2008
16 Oct 2008
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
5030/28.02/DMT/2006
18 Apr 2006
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
8 May 2009
Ministry of the
Environment
1945/3803/DMT/1999
6 July 1999
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
155
4971/28.02/DMT/2004
12 May 2004
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
5168/28.02/DMT/2004
18 May 2004
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
2244/28.02/DMT/2005
1 Mar 2005
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
15675/28.02/DMT/2006
9 Nov 2006
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
15676/28.02/DMT/2006
9 Nov 2006
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
15751/10.08/DMT/2007
9 Oct 2007
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
8781/10.08/DMT/2008
26 May 2008
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
156
and Mineral
Resources the
Republic of
Indonesia
Tonga
18902 / 10.08/DMT/2008
28 Oct 2008
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
4967/10.08/DMT/2009
16
2009
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
155/10.08/DMT/2009
7 Jan 2009
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
168/10.08/DMT/2009
7 Jan 2009
Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia
157
March
XI.
The information in the section below has been derived, in part, from various Government and private
publications or obtained in communications with Government agencies in Indonesia. This information
has not been independently verified by the Company, the Joint Standby Purchasers or any of their
respective affiliates or advisors. The information may not be consistent with other information compiled
within or outside Indonesia. Neither the Company nor the Joint Standby Purchasers have any actual
knowledge of any material misstatement contained in this section.
2001
2002
2003
2004
2005
2006
2007
2008
208
211
213
216
219
222
226
229
1,646
3.6%
141
679
1,822
4.5%
175
829
2,014
4.8%
210
985
2,296
5.0%
258
1,182
2,774
5.7%
281
1,277
3,339
5.5%
366
1,663
3,949
6.3%
432
1,915
4,954
6.1%
511
2,235
Source: Migas. BPI. State Budget [Petroleum Report Indonesia 2007-2008]. CEIC
158
The tables below set out Indonesias oil and gas reserves and production:
Oil Reserves and Production
2000
2001
2002
2003
Oil 3P Reserves (MMBBLS)
9,613
9,753
9,746
9,094
Proved
5,123
5,095
4,722
4,437
Possible
4,490
5,522
5,025
4,658
Crude and Condensate
517.5
489.3
456.9
418.6
Production (MMBBLS)
% Change
(5.5%)
(6.6%)
(8.4%)
Average daily production
1,414
1,344
1,252
1,147
(MMBOPD)
Crude oil
1,272
1,214
1,120
1,013
Condensate
142
130
132
134
Source: Migas-Trade & Refining [Petroleum Report Indonesia 2007-2008]
Gas Reserves and Production
2000
2001
2002
2003
Gas 3P Reserves (TCF)
170.3
168.2
176.6
168.2
Proved
94.7
91.9
90.3
92.1
Possible
75.6
75.5
86.3
76.1
Natural Gas Production (BCF)
2,901
n/a
3,036
3,155
% Change
n/a
n/a
3.9%
LPG (1000 MT)
2,088
2,188
2,099
2,024
LNG (1000 MT)
26,990
23,883
26,215
27,392
Source: Migas-Trade & Refining [Petroleum Report Indonesia 2007-2008]
2004
8,613
4,301
4,312
401.1
2005
8,627
4,188
4,440
387.7
2006
13,066
4,440
8,627
367.1
(4.2%)
1,094
(3.4%)
1,062
(5.3%)
1,006
966
129
935
127
883
122
2004
188.3
97.8
90.6
3,030
(4.0%)
2,016
25,238
2005
185.8
97.3
88.5
2,985
(1.5%)
1,819
23,677
2006
274.3
88.5
185.8
2,954
(1.0%)
1,279
22,400
In 2006. Indonesia was ranked twenty-first among world oil producers. producing an average of 1.0
MMBOPD of petroleum crude and condensate. representing approximately 1.3% of the worlds daily
production.
Indonesias average daily production of crude oil and condensate has steadily declined since 1995. and
has remained below its OPEC crude production quota of 1.45 MMBOPD (without condensate) for the
past nine years. This production decline is primarily the result of declining investment and maturing oil
fields. (Source: Migas-Trade & Refining [Petroleum Report Indonesia 2007-2008])
Crude and Condensate Production by major producers (1.000 bpd)
Company
2005
2006
Change (%)
471
447
(5.2%)
Chevron (Caltex)
Chevron (Unocal)
54
39
(27.5%)
Pertamina
51
94
86.0%
Total
88
91
3.3%
ConocoPhillips
73
64
(12.2%)
CNOOC
65
57
(12.8%)
Medco(Exspan)
54
45
(16.6%)
Petrochina
42
44
2.8%
BP
25
27
7.3%
BumiSiakPusako
27
26
(5.9%)
111
73
(34.8%)
1,062
1,006
(5.3%)
Others
Total
In 2006. Indonesia was ranked eighth in terms of world gas production with annual production of
approximately 3.0 TCF. Approximately 55% of Indonesias natural gas production was exported as LNG
or liquefied petroleum gas (LPG). See Indonesian LNG industry.
159
2004
2005
2006
CAGR %
Total S.A.
910
1,067
1,097
9.8%
Pertamina
384
380
369
(2.0%)
ExxonMobil
507
379
322
(20.3%)
ConocoPhillips
319
345
345
4.0%
Vico
330
252
208
(20.5%)
BP
182
124
137
(13.4%)
Chevron (Unocal)
124
120
107
(7.1%)
74
68
111
22.8%
200
251
257
13.3%
3.030
2.985
2.954
(1.3%)
Petrochina/Devon Energy
Others
Total
2001
57,365.0
2002
2003
59,165.4
2004
2005
2006
64,108.9
72,164.4
85,565.7
100,690.3
(12.3)
12,560.0
44.6
3.1
12,858.2
41.1
6.8
15,233.5
38.8
12.6
17,684.0
39.7
18.6
19,249.1
41.4
17.7
21,188.3
38.3
9.9
8.8
11.6
10.8
9.7
12.6
42.4
46.7
47.2
47.5
46.5
48.5
3.1
3.4
2.4
2.0
2.4
0.6
21.9
44,805.0
21.7
44,896.0
23.8
47,380.4
24.5
54,482.0
22.5
66,316.6
21.0
79,502.0
13,010.0
7,749.0
5,364.0
2,200.7
7,745.0
12,045.0
7,559.0
5,349.0
2,902.9
7,898.0
13,603.5
7,373.7
5,349.1
3,802.5
7,956.8
15,962.1
8,767.1
5,997.9
4,604.7
8,969.1
9,618.8
9,456.0
7,066.9
3,895.2
10,145.8
12,204.4
10,657.5
7,811.0
5,450.0
11,960.8
(9.4)
(1.3)
(2.5)
18.9
7.9
12.7
160
The main use for oil in Indonesia is as a fuel source. with the largest consumer of oil being the
transportation sector. The table below describes the end user markets for fuel oil products from 2000 to
2006:Domestic Fuel Oil Consumption by sector:
Transportation
Industry
Household
Electricity
Total
2000
2001
25,548
11,862
12,407
5,008
54,825
26,248
12,384
12,242
5,017
55,891
2002
27,329
12,338
11,625
6,505
57,797
2003
2004
2005
2006
(Liters in millions)
28,596
32,572
12,254
13,495
12,318
11,787
6,696
6,797
59,865
64,651
32,693
11,750
11,295
9,003
64,741
20,736
7,064
7,516
6,769
42,085
2006 %
of total
49.3%
16.8%
17.8%
16.1%
100.0%
Source: MIGAS
Indonesias natural gas is primarily used as feedstock for downstream manufacturing industries. Until
2004. the domestic fertilizer industry was the largest offtaker for Indonesias domestically marketed
natural gas. However. consumption by the industry subsequently declined. due in part to increasing
difficulties in obtaining adequate gas supplies for fertilizer plants. Conversely. gas demand growth for
city gas has grown significantly since 2002. outpacing the fertilizer sector to become the largest single
gas use. consuming 24.1% of total domestically marketed natural gas in 2006.
Indonesia began exporting 325 MMCFD of gas to Singapore via a subsea pipeline from West Natuna
under a 22-year contract in 2001. Deliveries of natural gas to Malaysias Duyong gas platform began in
August 2002. under a 20-year contract for 250 MMCFD of gas. Gas sale revenues will likely total $14.2
billion over the life of both contracts. In August 2003. the South Sumatra-Singapore gas pipeline was
completed. It will eventually supply 350 MMCFD of gas over a 20-year contract.
The table below sets out domestic consumption and export volumes of gas in Indonesia:
Indonesia Marketed Natural
Gas
(In millions of cubic feet)
LNG Export
Exports to Singapore
LPG Export
Total Export
Electricity
Fertilizer / Petrochemical
Plants
City Gas
Oil Refinery
LPG Plants
Cement Plants
Other Industry
Total Domestic
Total
2002
2003
2005
2006
2006 % of
Total
1,656,472
82,619
2,474
1,741,565
1,719,127
118,112
5,655
1,842,894
1,462,497
145,474
0
1,607,971
1,511,335
181,247
0
1,692,582
1,593,079
NA
0
1,593,079
53.9%
NA
0.0%
53.9%
195,300
265,701
187,187
256,731
169,457
253,708
175,222
196,775
168,557
192,173
5.7%
6.5%
82,743
30,892
26,611
2,751
159,509
763,507
157,478
22,773
31,459
2,872
146,912
805,981
253,230
20,497
33,058
0
247,320
977,269
283,382
16,155
24,579
0
113,494
809,606
329,194
15,148
31,682
0
628,056
1,364,808
11.1%
0.5%
1.1%
0.0%
21.2%
46.1%
2,505,072
3,454,856
2,585,239
2,502,187
2,957,887
100.0%
Source: MIGAS
2004
161
Since these initiatives were implemented. there has been a notable increase in domestic gas
consumption. from 0.7 TCF in 2002 to 1.4 TCF in 2006. Further material increases in future gas
consumption are expected as industrial and commercial energy consumers gradually switch fuel source
from expensive oil to cheaper gas and growth in electricity demand is satisfied by new gas fired power
generators.
Fuel oil subsidy reductions
As a part of the Governments plan to remove fuel oil pricing subsidies. beginning in April 2001. fuel oil
prices were quoted both in official market prices and subsidized prices. Between 2002 and 2005. the
Government reduced fuel oil subsidies. thereby increasing subsidized oil-product prices. in order to
narrow the gap between subsidized prices and official market prices.
In 2005. the Government increased fuel prices by approximately 51% from the 2004 average price.
resulting in a slight fall in domestic fuel consumption between 2004 and 2006. In May 2008. increases in
the international price of crude compelled the Government to increase fuel prices again.
162
The following tables summarize subsidized and non-subsidized fuel prices between 2004 and 2008:
2004
1,810
1,650
700
Mar 2005
Oct 2005
2,400
2,100
900
4,500
4,300
2,000
May 2008
6,000
5,500
2,500
1 Oct 2005
5,160
5,350
Kerosene
5,600
Diesel oil
5,130
Fuel oil
3,150
(1) Transportation price
(2) Industry price
Source: Pertamina [Petroleum Report Indonesia 2007-2008]
1 Jul 2006
1 Jul 2007
6,502
6,609(1)
(2)
6,321
6,372
6,065
3,759
6,179
6,125(1)
(2)
5,859
5,926
5,677
3,950
1 Jul 2008
9,136
11,277
11,229
10,984
6,784
Historically. gas producers were required to sell their gas to the state-owned petroleum company.
Pertamina. which in turn sold the gas to end users. Pertamina paid the PSC holders a gas price that was
based on cost of supply and a rate of return requirement. which was then fixed for the duration of the
contract. relatively independent of the price for competing fuels. Consequently. sellers in the past were
deterred from signing gas sales contracts.
The reduction of fuel subsidies in October 2005. and their elimination for some industrial uses. eased
fuel price distortions and made natural gas increasingly competitive as a fuel alternative. stimulating gas
demand. As fuel oil prices increased. the state gas company PT Perusahaan Gas Negara (Persero)
Tbk. (PGN) also increased gas prices. making it more attractive to sell gas domestically. In October
2005. PGN raised industrial gas prices to $4.5 per MMBTU from $3.9 per MMBTU. In January 2006
PGN raised prices again to $5 per MMBTU. and again in 2008 to $5.60 per MMBTU. Even at that price.
however. gas was still equivalent to only about 19 cents per liter of diesel oil compared to the industrial
diesel oil price of $1.20 per liter or the subsidized auto diesel price of 60 cents per liter.
The Government has implemented further changes that have encouraged domestic gas use. The Oil
and Gas Law of 2001 permits direct and free market negotiations of gas contracts between buyer and
seller. which allows commercial pricing of gas. In 2006. the government announced a policy to shift
natural gas production to fuel domestic electric power generation. Government ministers said Indonesia
would honor existing contracts but not necessarily renew contracts as they expire between 2008 and
2011.
As a consequence of the Governments policies outlined above. power generation is likely to become a
significant driver of growth in domestic gas consumption. particularly in Java and Bali where there are
considerable power generation needs. Over the last several years. peak power demand grew by an
average of 6% annually. while power capacity remained flat. Peak loads on the Java-Bali grid (which
accounts for of 80% of Indonesias power demand) reached a record high of 16.251 MW in November
2007. and were projected by PLN to reach 16.995 MW in 2008. As a result. PLN acknowledged that
their reserve margin declined from 28% in 2003 to 21% in 2008. and is projected to decline to 14% in
2009. Desired reserve margins are normally between 25% and 30%.
163
PLN estimates that Indonesia needs over 23.000 MW in new capacity between 2005 and 2015 to
prevent a long-term power crisis and restore its power reserve margin. Much of that new capacity will be
fueled by gas and coal. PLN plans to raise natural gas use by the power sector from 17% in 2004 to
40% by 2015. implying an increase from 483 MMCFD to 1.7 BCFD in 2015. In addition. other major gas
offtakers in the region. such as PGN and PKG. estimate that their energy demand will increase by
12.4% and 7.2% over the (2005E-2010E) period. respectively. Demand for gas in East Java. in
particular. will also be compounded by demand from new major offtakers that have recently entered or
are expecting to enter the region.
According to the Department of Energy and Mineral Resources. total gas demand for the East Java
region is expected to be at least 677 MMSCFD for 2009. with a supply of only 492 MMSCFD. The
existing East Java gas customers (PLN. PGN. and PKG) are already experiencing a significant shortfall
in gas supply. Gas demand is forecasted by the company to increase in the region of 8% per annum
over the next few years. with total expected East Java gas demand expected to reach 1.072 MMSCFD
by 2015. In addition to existing demand. new purchasers such as independent power producers (IPP)
have entered the market. Recently. companies such as Indonesian Power. Pasuruan IPP and other
multinational industrials have begun demanding gas in the East Java region.
Increasing gas consumption relative to oil products is expected to reduce fuel costs. particularly with
current crude oil price levels. Petroleum-based fuels are expensive about 6.2 cents per kilowatt hour
(kwH). or 2.5 times more costly than gas. PLN has spent approximately $1.6 billion per annum on oilbased fuels and estimates it can save up to $1 billion per year by switching to gas. The shift from oil to
gas-fired generation is expected to be a critical element in restoring the financial health of Indonesias
power industry and also has significant implications for Indonesias crude oil export revenues.
Demand for gas is also expected to come from the industrial sector as petrochemical and fertilizer
companies benefit from developing upstream and midstream sectors and gas supplies become available
to them. With expansion at existing sites and new plant additions. the fertilizer industry is expected to
increase its demand for gas. These will be supported by continuing pipeline expansion in Central and
Southern Sumatra. which will see further spur line activity off the main Grissik-Duri pipeline.
In its Energy Blueprint. the Ministry of Energy and Mineral Resources plans to increase the proportion of
gas use in the national energy mix to 30.6% by 2025 from the current 26.5%. However. there are a
number of issues that may constrain domestic gas growth. including a limited transmission and
distribution system. To improve Indonesias gas transmission and distribution network. state gas utility
PGN has started four new transmission projects to meet rising power sector demands for gas.
In addition to these projects. the Government is proposing to build an LNG receiving terminal in West
Java. to process and distribute gas from existing LNG plants (Bontang). as well as future plants in
Papua (Tangguh) and South Sulawesi (Donggi). PGN is extending its distribution network and plans to
ship compressed natural gas (CNG) over short to medium distances to remote areas. In addition. PGN
is also investigating the feasibility of developing an integrated mini-LNG transportation system. The
project will involve a mini-LNG receiving terminal located in Makassar. South Sulawesi. which will ship
LNG from the Bontang LNG plant.
BPMIGAS estimates that by 2018. Indonesias domestic gas demand will increase to 2.18 TCF per year.
In 2006. domestic gas demand was 1.35 TCF with 4% growth projected in 2007. Meanwhile. domestic
gas sales reached 0.92 TCF in 2007. a slight increase from 0.85 TCF in 2006.
The table below shows estimated growth in gas demand to 2015 according to Wood Mackenzie Energy
Research and Consulting:
164
2005
2008
2010E
2015E
Demand (Bcm)
33.0
41.0
CAGR %
0.8
2.4
% of Total Demand
16.4
18.0
Sectoral Split (Bcm)
Generation
4.0
7.0
Other Losses & Gains
14.0
15.0
Total Final Consumption
15.0
19.0
Industry & Non-Energy Use
15.0
19.0
Sectoral Split (%)
Generation
12.4
16.4
Other Losses & Gains
43.0
36.0
Total Final Consumption
44.6
46.7
Industry & Non-Energy Use
44.4
46.5
Transport
0.0
0.0
Residential/Commercial
0.2
0.2
% of Total Asia Pacific Demand
8.6
8.3
Per Capita (Asia Pacific = 100)
138.5
134.0
Source: IEA. Wood Mackenzie [Energy Market Report September 2009]
45.0
6.1
19.1
46.0
0.7
16.7
11.0
13.0
21.0
21.0
11.0
8.0
27.0
27.0
24.3
28.8
46.5
46.3
0.0
0.2
8.0
127.6
23.0
17.7
59.2
59.1
0.0
0.2
6.5
104.7
Domestic demand for oil is set to increase steadily over the medium term. growing by a CAGR of 2.4%
from almost 60 MMBBLs in 2008 to 90 MMBBLs in 2025.
The table below outlines historical supply and demand for oil in Indonesia:
Supply/Demand
(million barrels)
Supply
Domestic
Refineries
Imports
Demand
Domestic Sales
Exports
1998
1999
2000
397.8
430.7
460.2
343.8
54.0
365.3
306.4
58.9
350.8
79.9
382.5
326.0
56.5
373.2
87.0
418.4
351.3
67.1
2001
2002
2003
2004
2005
2006
465.0
472.6
477.0
530.0
523.3
483.3
376.0
89.6
413.0
358.0
55.1
365.7
106.9
412.4
370.3
42.1
370.5
106.4
438.0
381.5
56.3
375.6
154.4
471.1
406.6
64.5
357.7
165.6
454.2
407.2
47.0
349.9
133.4
419.5
382.3
37.2
165
The table below provides a breakdown of historical and forecast oil demand in Indonesia according to
Wood Mackenzie Energy Research and Consulting:
2005
2008
2010E
2015E
1,176
(2.0)
1,379
3.2
122
73
983
157
538
288
100
87
1,195
169
650
376
10.4
6.2
83.6
13.3
45.8
24.5
5.0
80.2
7.2
6.3
86.7
12.3
47.1
27.3
5.1
81.4
Demand from the transport sector has been steadily increasing. despite volatile global oil prices. due to
the governments subsidies that have cushioned fluctuations in retail oil prices. Robust demand is
expected to continue in medium to long term as higher per capita incomes bring about increased vehicle
ownership.
The residential and commercial sector also contributed to the strong demand outlook for oil. with
kerosene (the main fuel for cooking) capturing the bulk of the sectors oil demand. However. there is an
observed shift towards increased use of LPG and this will likely become the main fuel used in
households.
Approximately one-quarter of Indonesian power output is oil-fired. which is expected to decrease post2010 when significant coal-fired capacity is expected to come online. Nevertheless. a significant oil-fired
base load. as well as captive power composed mostly of oil-fired power plants. will remain as these
plants supply power to remote islands not connected to the main grid.
The table below provides a breakdown of the consumption of refined oil products in Indonesia:
Products
(million liters)
Fuel oils
Auto diesel
Gasoline
Kerosene
Fuel oil
Diesel oil
Avtur
Avgas
Other (1000 MT)
LPG
Asphalt
Lube oil
2002
2003
2004
2005
2006
57,797.3
24,212.9
13,732.4
11,678.4
6,260.3
1,360.3
552.9
-
59,865.6
25,635.5
14,112.4
12,262.1
6,321.3
1,402.7
123.5
8.2
64,650.6
26,487.8
17,027.4
11,846.1
5,754.5
1,093.4
2,437.9
3.4
64,741.1
27,470.4
17,828.5
11,385.6
4,827.9
895.2
2,330.4
3.1
60,786.2
25,382.0
17,631.6
10,023.2
4,820.2
497.8
2,428.1
3.4
830.0
n/a
n/a
918.0
n/a
n/a
982.0
n/a
n/a
804.0
n/a
n/a
1,015.0
n/a
n/a
166
Overall. the proportion of total oil demand from the transport and residential and commercial sectors
should continue its steady growth while the proportion of demand from the industry and power sectors
are expected to steadily decline as end-users from the latter sectors switch to cheaper fuels such as
coal and gas.
Indonesia is the worlds second largest supplier of LNG. with 46.1 million MT exported in 2006.
representing 14% of the worlds LNG. down from 26% in 2003.
The table below sets out Indonesian production and exports of LNG from 2002 to 2006:
LNG Production and
Export (1,000 MT)
Production
PT Arun
PT Badak
Exports
PT Arun
PT Badak
2002
2003
2004
2005
2006
26,254
6,375
19,878
26,215
6,250
19,965
26,772
6,634
20,138
26,433
6,429
20,004
25,238
5,660
19,578
n/a
n/a
n/a
23,677
4,203
19,473
23,479
4,168
19,310
22,400
3,387
19,013
n/a
7,274
n/a
Until 2007. Indonesia had the worlds largest LNG production capacity. ahead of Malaysia and Qatar. as
a result of its Arun and Bontang projects. However. production from the Arun LNG project peaked in
1994 at 12.8 MMTPA and has been in decline since. Currently producing around 4 MMTPA. production
at Arun is expected to fall further prior to decommissioning in 2014/15.
Notwithstanding the impending closure of Arun. there are a number of new proposed Indonesian LNG
projects scheduled to come on line that are likely to significantly increase the countrys LNG capacity to
40 MMTPA by 2018:
Indonesias first new LNG project in over 30 years. Tangguh LNG. commenced production in
July 2009. The 7.6 MMTPA capacity. fast-tracked project was completed in only four years and
three months following final investment decision (FID) in March 2005. Tangguh LNG is fully
contracted. with LNG cargoes sold to buyers in Japan. South Korea. China and Mexico. There
are currently tentative plans for a third LNG train. with the possible addition of 4 MMTPA by
around 2017;
The proposed Sulawesi LNG project intends to monetize gas reserves from the Senoro and
Matindok blocks and has signed initial agreements to sell its full 2 MMTPA LNG output to two
Japanese buyers. In November 2008. it was reported that Japanese engineering firm JGC had
been awarded the engineering. procurement and construction (EPC) contract for the planned
facility and the project partners are aiming for startup in late 2012. The project is yet to be
sanctioned; and
The gas reserves in the Abadi field located in the Masela PSC were certified by D&M effective
as of June 30. 2008. As of June 30. 2009. the Masela PSC had gross proved natural gas
reserves of 9.8 TCF and gross proved plus probable natural gas reserves of 18.5 TCF. The
development of the extensive gas reserves at the Masela PSC are expected to underpin the
development and construction of one of the world's first floating LNG projects. When completed.
the Masela PSC is expected to produce 4.5 MMTPA for a period of more than 30 years. Inpex
Masela is currently working on the preparation for front end engineering and design (pre-FEED)
167
activities related to the project. Construction on the project has not yet begun. but will be subject
to the Masela PSC and the standard tendering process in Indonesia. Commercial production is
expected to begin in 2016.
168
provide a number of further changes to the manner in which upstream oil and gas activities are being
regulated and managed.
The Upstream Regulations also provide that in cases of emergency involving the national interest.
subject to the full satisfaction of certain conditions. the President may approve requests for exception of
certain conditions under PSCs. such as (i) the offer of participating interest to regional governmentowned companies. (ii) the recovery of investment cost and operational cost. and (iii) Pertaminas
payment obligation to the Government.
Under the New Oil and Gas Law. upstream activities are performed through production sharing
contracts or other forms of cooperation contract. The main principles governing production sharing
contracts are similar to the ones governing the current production sharing arrangements. Negotiation of
production sharing arrangement terms with potential contractors is handled primarily by the Ministry of
Energy and Mineral Resources after an award of the relevant work area by competitive tender or direct
award. and the Indonesian Parliament must be notified of the production sharing arrangements. Only
one working area can be given to any one legal entity (also known as ring fencing).
Not all of the implementing regulations to the New Oil and Gas Law have been issued. Accordingly. the
full impact of the New Oil and Gas Law and the related implementing regulations on the Companys
financial and operational status cannot be determined at this time.
Production Sharing Arrangements
The working relationship and sharing of production between the Government and the private sector
operator engaging in the Indonesian oil and gas industry remains governed by the production sharing
arrangements between such operator and BPMIGAS. The production sharing arrangements require that
the operator commits to spending a specified sum of capital to implement an agreed work program.
Production sharing arrangements are based on five main principles:
contractors are responsible for all investments (exploration. development and production);
contractors investment and production costs may be recovered against production;
profits are split between the Government and contractors based on production after the cost
recovery portion;
ownership of tangible assets remains with the Government; and
overall management control remains with BPMIGAS on behalf of the Government.
169
obligation (DMO) in which the contractor must provide to the domestic market up to 25% from (i)
Contractors share of crude oil production before tax (ii) Contractors profit share of oil.
Technical Assistance Contract (TAC)
A TAC is awarded when a field has prior or existing production and is awarded for a certain number of
years depending on the contract terms. The oil or gas production is first divided into non-shareable and
shareable portions. The non-shareable portion represents the production which is expected from the
field (based on historic production of the field) at the time the TAC is signed. Under a TAC. the nonshareable portion declines annually. The shareable portion corresponds to the additional production
resulting from the operators investment in the field and is split in the same way as for a PSC. The
Upstream Regulations provide that TACs will continue with Pertamina. but are not renewable after the
expiry of the initial term.
PSC JOB
In a PSC JOB. operations are conducted by a joint operating body headed by Pertamina and assisted
by the other contractors through their respective secondees to the PSC JOB. In a PSC JOB. Pertamina
has a percentage of the working interest (as agreed by contract). The balance. after production. is
applied towards cost recovery and cost bearing as between Pertamina and the contractors. and is the
shareable portion which is split in the same way as for an ordinary PSC. Unlike TACs. the Upstream
Regulations provide that PSC JOBs are transferred to and continue with BPMIGAS and are not
renewable at the expiry of their initial term. while the Pertamina participating interest in the PSC JOBs
will remain with Pertamina. However. they may be converted into an ordinary PSC after their expiration.
Other Cooperation Contracts
The New Oil and Gas Law permits for the use of other forms of cooperation contract in addition to the
standard production sharing form or scheme. Irrespective of the form of cooperation. however. certain
key principles remain similar to what is applied under the PSC regime. For example. title over resources
in the ground remains with the Government (and title to the oil and gas lifted for the contractors share
passes at the point of transfer. usually the point of export). ultimate management control remains with
BPMIGAS. and funding and risks are to be assumed by the contractors. These cooperation contracts
are to be entered into with BPMIGAS and thereafter notified in writing to the Indonesian Parliament.
Only one working area will be given to a legal entity (ring fencing). Cooperation contracts can be made
for a maximum term of 30 years and can be extended for a maximum of 20 years. Cooperation contracts
are divided into exploration and exploitation stage. The exploration stage is for the term of six years.
subject to only one extension for a maximum of four years.
The Upstream Regulations introduce the concept of a service contract. or Kontrak Jasa. as another form
of cooperation contract. for the exploitation of crude oil and natural gas. This service contract will be on
a fee basis. taken out of production. There is no sharing of production in kind and all production is
owned by and must be delivered to the Government. However. as of June 30. 2009. the Government
has not awarded any of those types of contract to any companies.
170
XII.
EQUITY
The following tables describe changes in the Companys equity for the six months ended June 30, 2009
audited by KAP Tjiendradjaja and Handoko Tomo (previously Handoko Tomo) with unqualified opinion
and for the years ended December 31, 2008 and 2007 audited and restated by KAP Jimmy Budhi &
Rekan with unqualified opinion.
(in billion Rupiah)
Desember
30 Juni
2009
Description
Capital stock - nominal value Rp 100 per share
Authorized capital 55,000,000.000 share
Issued and paid up capital 14,400,813,372 share
2008
2007
1,440.1
1,440.1
1,440.1
3,354.7
(2,634.6)
3,354.7
(2,634.6)
3,354.7
(2,634.6)
1,263.0
1,263.0
1,263.0
Translation adjustments
Retained earnings (loss)
252.7
(377.9)
3,298.0
421.2
(133.2)
3,711.2
27.3
(98.2)
3,352.3
Total Equity
Should the change in the Company equity as the result of The Second Limited Public Offering (Second
Rights Offering) in the amount of 26,183,297,040 (twenty six billion one hundred eighty three million two
hundred ninety seven thousand forty) shares with a face value of one hundred Rupiah (IDR 100) and an
offer price of one hundred eighty five Rupiah (IDR 185) per share and the Shareholders convert the
Warrant into shares at an offer price of one hundred ninety Rupiah (IDR 190) on June 30, 2009,
therefore equity performance on the said date will be as follows:
(in billion Rupiah)
Companys equity
as of June 30,
2009 with a face
value of IDR 100
per share
26,183,297,040 shares
as a result of The
Second Limited Public
Offering with a face
value of IDR 100 per
share and an offer price
of IDR 185 per
4,909,368,195
shares with a
face value of
IDR 100 as a
result of warrant
conversion
at
IDR 195
1,4401
2,618.3
490.9
4,549.3
3,354.7
2,225.6
441.8
6,022.1
(2,634.6)
Proforma equity
as of June 30,
2009 after The
Second Limited
Public Offering
(2,634.6)
1,263.0
1,263.0
252.7
(377.9)
252.7
(377.9)
3,298.0
4,843.9
171
932.7
9,074.6
Rp per share
Total
(Rp000)
0.35
3,369,463
Dividend
74,166,617
Net Profit
172
(Rp 000)
XIV. TAXATION
Income Tax for share dividends shall be imposed in accordance with prevailing laws and regulations.
Pursuant to Law of the Republic of Indonesia No. 17 Year 2000 regarding Third Amendment to Law No.
7 Year 1983 regarding Income Tax, a dividend or any profit portion received or acquired by a Limited
Liability Company as a domestic Taxpayer, Cooperative, State Owned Enterprise, or Regional
Government Owned Enterprise, based on the capital participation in enterprise established and
domiciled in Indonesia shall not be subject to Income Tax provided that:
1.
2.
Any Limited Liability Company, State Owned Enterprise or Regional Government Owned
Enterprise receiving such dividend has the share ownership in the enterprise distributing the
dividend at least 25% (twenty percent) of the paid up capital and shall have active businesses
other than such share ownership.
Pursuant to a Decree of the Ministry of Finance of the Republic of Indonesia No, 651/KMK.04/1994
dated 29 December 1994 regarding Specific Fields of Investment Generating Income to Pension Funds
Not Classified as Tax Object of Income Tax, income received or acquired by a Pension Fund whose
establishment has been approved by the Ministry of Finance of the Republic of Indonesia shall not be
subject to Income Tax if such income is received or acquired from capital investment including from
dividend of shares in Limited Liability Company listed on the Stock Exchange in Indonesia.
Pursuant to the Government Regulation of the Republic of Indonesia No. 14 Year 1997 regarding
Amendment of Government Regulation No. 41 Year 1994 regarding Income Tax in Revenues from
Transaction of Stock Sales at Stock Exchange:
1.
Any income received or acquired by individual person or enterprise or corporation from share sale
transaction at Stock Exchange shall be subject to Income Tax of 0,1% (zero point one of one
percent) of the gross transaction value and shall be final. Payment of Income Tax payable shall be
made by deducting or withholding made by the Stock Exchange organizing agency/company
through Securities Trader or Broker at the time of full payment of transaction of stock sales;
2.
Any transaction of stock sales by founders shall be subject to additional Income Tax of 0,5% (point
five percent) of the selling price of founder shares owned at the time of the Initial Public Offering;
3.
Owners or holders of founding shares shall be provided facility to meet their tax obligations on the
basis of their own calculation in accordance with the above provisions. In this particular case,
owners of founding shares for purpose of calculating tax payablemay calculate final tax sum on the
basis of their own assumption that there has been an income. Payment of additional income tax
payable can be made by each of the owners of the founding shares not later than 1 (one) month
after such shares or stocks are traded at the Stock Exchange. However, if owner of founding
shares do not use such facility, then calculation of his or her Income Tax shall be done on the basis
of Income Tax tariff generally applicable in accordance with Article 17 Law No. 17 Year 2000.
4.
Based on the Article 23.1 Law No. 17/2000, adividend originating from shares, either traded in the
Capital Market or not, either payable or paid to Domestic Taxpayer and individual person, shall be
subject to Article 23 Withholding Income Tax at a rate of 15% (fifteen percent) on the gross sum.
Dividends paid or payable to a Foreign Taxpayer shall be subject to tax rate of 20% (twenty percent) or
any lower tariff if payment is made to resident of a country that has entered to Double Tax Agreement
with the Indonesian government, subject to provisions in the Circular of Director General of Taxes No.
SE-03/PJ.101/1996 dated 29 March 1996 regarding Application of Approval for Double Tax Evasion.
173
174
XV.
175
In order to fulfill Bapepams Regulation stipulated in the Enclosure of Bapepam Decision under Number
Kep-40/PM/2003 dated December 22, 2003, concerning Regulation Number VIII.G.11: Responsibility of
Directors upon Financial Report, we, the undersigned:
1. Name
Office address
2.
:
:
Phone number
Position
:
:
Name
Office address
:
:
Phone number
Position
:
:
Amir Balfas
Wisma Mulia Lt. 32, Jl. Jenderal Gatot Subroto Kav. 42,
Jakarta, Indonesia
Jl. Cempaka Putih Tengah 27C/1, RT. 006, RW. 008,
Cempaka Putih Timur - Jakarta Pusat
(021) 52906250
On behalf of President Director
Didit Hidayat Agripinanto
Wisma Mulia Lt. 32, Jl. Jenderal Gatot Subroto Kav. 42,
Jakarta, Indonesia
Jl. Cipete V No. 3 RT. 008 RW.03
Kelurahan Cipete Selatan Kecamatan Cilandak
(021) 52906250
Director
state that:
1. We are responsible for the preparation and presentation of the consolidated financial statements;
2. The consolidated financial statements have been prepared and presented in accordance with
generally accepted accounting principles in Indonesia;
3. a. All information contained in the consolidated financial statements is complete and correct;
b. The consolidated financial statements do not contain misleading material information or facts,
and do not omit material information and facts.
4. We are responsible for the Company and Subsidiaries internal control system.
This statement letter is made truthfully.
Jakarta, December 10, 2009
On behalf of
President Director
Director
= Stamp =
Amir Balfas
INDEPENDENTAUDITORSREPORT
ReportNo.002/H/I/2009
TheShareholders,BoardsofCommissionersandDirectors
PTEnergiMegaPersadaTbk
We have audited the accompanying consolidated interim balance sheet of PT Energi Mega
PersadaTbk(theCompany)andSubsidiariesasofJune30,2009,andtherelatedconsolidated
interimstatementsofincome,changesinequity,andcashflowsforthesixmonthperiodthen
ended.TheseconsolidatedinterimfinancialstatementsaretheresponsibilityoftheCompanys
management.Ourresponsibilityistoexpressanopiniononthesefinancialstatementsbasedon
ouraudit.SincetheconsolidatedinterimfinancialstatementsasofJune30,2009,weretobe
usedforlimitedpurposesonlyrelatedtotheCompanyscorporateaction,theCompanydidnot
presentforcomparativepurposes,theconsolidatedinterimfinancialstatementsforthesame
periodfromthepreviousyear,insteadpresentingtheconsolidatedfinancialstatementsforthe
yearsendedDecember31,2008,2007and2006.Theconsolidatedfinancialstatementsforthe
yearsendedDecember31,2008,2007and2006wereauditedbyotherindependentauditors
andtheirreportsthereon,datedMarch27,2009,March26,2008andMarch7,2007,statedan
unqualified opinion on these consolidated financial statements. The reports of the other
independent auditors included an explanatory paragraph describing the restatement
adjustment of the consolidated financial statement for 2007 in connections with employee
benefitsobligationofSubsidiaries,asdescribedinNote4totheconsolidatedinterimfinancial
statements and restatements of consolidated financial statement of 2006 in connection with
Subsidiaries deconsolidated as described in Note 3 to the consolidated interim financial
statements,pluschangesoftheSubsidiarystreatmentofconsolidationmethodandeffecton
the Subsidiarys deferred taxes recomputation as explained in Note 4 to the consolidated
interim financial statements. Other independent auditors report also explained: commencing
January1,2007,theCompanyconsolidatedfinancialstatementsofEMPInc.basedonthe50%
ownership;allexplorationanddevelopmentcostwereplacedunderonecostcenter,including
cost related to BJP1 incident, from the occurrence and amortized throughout the period of
production of mineral reserves and the acquisition of 99.99% shares ownership in PT Tunas
HarapanPerkasafromunderacommoncontrolparty.
Inouropinion,theconsolidatedinterimfinancialstatementsreferredtoabovepresentfairly,in
allmaterialrespects,thefinancialpositionofPTEnergiMegaPersadaTbkandSubsidiariesasof
June30,2009,andtheresultsoftheiroperationsandtheircashflowsforthesixmonthperiod
thenendedinconformitywithgenerallyacceptedaccountingprinciplesinIndonesia.
AsdisclosedinNotes19and41totheconsolidatedinterimfinancialstatements,inrelationto
the nonfulfillment of some covenants of the loan agreement, the Company has reached an
agreementwiththecreditors onthetermsoftherestructuringof theSeniorLoanandJunior
Loan (Restructuring). In accordance with the terms of the Restructuring, the Company has
receivedconditionalwaiverfromtheexistingdefaultconditionoftheCompanyontheSenior
Loan and Junior Loan. The terms of conditional waiver require the Company to undertake
corporateactioninordertoreducedebtandallowthecreditorsintheSeniorLoanandJunior
Loantogainadditionalcontrolovercashflows,operationsandexpendituresoftheCompany.
TheCompanyhasagreedtousepartoftheLimitedPublicOffering(PUT)IIfundsforpaymentof
theprincipaldebtofJuniorLoan,andSeniorLoantocreditorswhochoosetoaccepttheinitial
paymentofUS$250,000,000.
Thesupplementaryinformationafternotestoconsolidatedinterimfinancialstatements(pages
6668)isnotrequiredaspartofthebasicfinancialstatements,andwedidnotauditorapply
limitedprocedurestosuchinformationanddonotexpressanyassurancesonsuchinformation.
Wehavepreviouslypublishedtheindependentauditor'sreportNo.P024Adated11September
2009 on the consolidated interim financial statements of PT Energi Mega Persada Tbk and
Subsidiaries for the sixmonth period ended June 30, 2009. As disclosed in Note 42 to the
consolidated interim financial statements, the Company reissued the consolidated interim
financial statements in connection with the Company's plan to make the Limited Public
Offering(PUT)IIandtomeettherequirementsofBapepam&LK.
December10,2009
HandokoTomo
PublicAccountantLicenseNo.07.1.1009
TABLE OF CONTENTS
Page
DIRECTORS STATEMENT LETTER
INDEPENDENT AUDITORS REPORT
CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. Consolidated Interim Balance Sheet
66
December 31,
Notes
2008
2007
(As restated Note 4)
2006
(As restated Note 4)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Short-term investment
Trade receivables
Other receivables
Inventories
Prepaid expenses and advances
2d,6
2e,7
2f,8
2f,9
2g,10
2h,11
148,086,479
1,360,518,149
121,329,604
294,463,312
436,450,056
60,447,221
230,617,986
1,400,072,403
180,414,099
509,895,591
480,703,568
57,880,045
455,088,071
723,155,499
270,434,267
413,478,327
377,908,336
57,989,476
620,896,485
305,547,523
381,085,681
519,870,192
86,239,212
2,421,294,821
2.859.583.692
2,298,053,976
1,913,639,093
497,668,707
1,400,664,729
730,239,908
848,768,788
1,485,213,693
671,967,080
653,377,573
1,190,308,248
490,901,465
178,399,545
946,672,828
261,224,169
1,187,503
1,872,571
6,650,134
6,502,331
6,499,743,103
6,583,378,763
4,539,866,699
5,220,828,764
2o,34a
130,273,952
137,753,694
110,094,616
85,644,826
20
15
145,495,764
38.084.248
85.528.128
198,842,996
13,641,182
9,405,273,666
9.767.038.837
7.076.726.863
6,911,756,641
11,826,568,487
12,626,622,529
9,374,780,839
8,825,395,734
2k,12,19,
20,34
2j,13b
2u,30d
2l,2p
2m,2q,14
The accompanying notes to consolidated interim financial statements are an integral part of the consolidated interim financial
statements.
December 31,
Notes
2008
2007
(As restated Note 4)
2006
(As restated Note 4)
16
17
18
2u,30a
19
562,420,389
349,849,739
341,972,734
233,839,753
2.556.344.837
433,216,737
334,758,712
573,948,344
226,549,871
-
307,041,608
111,675,134
567,762,546
132,598,825
2,569,371,593
460,232,217
89,910,785
386,164,115
94,110,211
766,294
4.044.427.452
1,568,473,664
3,688,449,706
1,031,183,622
2j,13c
2u,30d
2t,12,32
66,438,451
600,372,491
135,456,427
71,191,624
619,532,341
119,849,071
61,363,391
420,522,106
89,340,193
221,022,494
350,138,771
84,054,450
2o,34a,37
20
129,346,188
-
137,753,694
-
138,178,874
370,647,819
103,684,827
198,842,991
3.516.954.222
6,363,120,275
1,254,028,544
4,941,733,089
4.448.567.779
7,311,447,005
2,334,080,927
5,899,476,622
Total Liabilities
8,492,995,231
8,879,920,669
6,022,530,633
6,930,660,244
35,533,463
35,460,962
11,360
11,242
1,440,081,337
3,354,749,228
1,440,081,337
3,354,749,228
1,440,081,337
3,354,749,228
1,440,081,337
3,354,749,228
(2,634,645,040 )
(2,634,645,040 )
(2,634,645,040 )
(2,625,400,967 )
1,262,994,439
252,718,608
(377,858,779 )
1,262,994,439
421,231,949
(133,171,015 )
1,262,994,439
27,286,613
(98,227,731 )
(82,072,126 )
(192,633,224 )
3,298,039,793
3,711,240,898
3,352,238,846
1,894,724,248
11,826,568,487
12,626,622,529
9,374,780,839
8,825,395,734
MINORITY INTEREST IN
NET ASSETS OF THE
CONSOLIDATED
SUBSIDIARIES
19
2b,21a
EQUITY
Capital stock - Rp100 (full amount)
par value per share
Authorized - 55,000,000,000 shares
Issued and paid 14,400,813,372
shares
22
Additional paid-in capital
2r,23
Difference in value from restructuring
transactions of entities under
common control
2c,24
Difference due to change of equity
in Subsidiary
2i,25
Translation adjustments
2x
Retained earnings (loss)
Equity
TOTAL LIABILITIES AND
EQUITY
The accompanying notes to consolidated interim financial statements are an integral part of the consolidated interim financial
statements.
December 31,
Notes
2008
(One Year)
2007
(As restated Note 4)
(One Year)
2006
(As restated Note 4)
(One Year)
NET SALES
2s,26
701,647,997
1,859,071,111
1,137,542,666
1,459,460,289
2s,27
592,520,550
1,073,370,865
795,209,787
930,550,390
109,127,447
785,700,246
342,332,879
528,909,899
89,122,862
203,144,787
178,729,400
222,494,671
20,004,585
582,555,459
163,603,479
306,415,228
64,913,267
10,698,697
6,814,187
(326,925,708 )
(28,164,633 )
(55,500,134 )
134,192,537
41,174,023
28,373,306
(760,321,426 )
(7,386,061 )
52,762,463
9,153,712
16,628,832
(318,486,261 )
24,545,282
17,578,003
(17,439,774 )
21,995,157
(252,287,653 )
56,438,666
(430,645,750 )
14,190,615
(328,164,324 )
(563,967,621 )
(215,395,972 )
(590,170,736 )
(308,159,739 )
18,587,838
(51,792,493 )
(283,755,508 )
(16,807,374 )
79,751,850
(42,220,475 )
(13,243,321 )
(44,483,763 )
211,914,018
(39,050,544 )
59,409,668
62,944,476
(55,463,796 )
167,430,255
20,359,124
(245,215,263 )
(36,875,958 )
115,637,762
(263,396,384 )
GROSS PROFIT
OPERATING EXPENSES
2s,28
2u,30b,30d
Total
INCOME (LOSS) BEFORE
MINORITY INTEREST IN NET
LOSS OF CONSOLIDATED
SUBSIDIARIES
MINORITY INTEREST IN NET
LOSS OF CONSOLIDATED
SUBSIDIARIES
2b,21b
2v,31
527,499
1,932,674
(244,687,764 )
(34,943,284 )
115,637,762
(263,396,384 )
(16.99 )
(2.43 )
8.03
(18.71 )
The accompanying notes to consolidated interim financial statements are an integral part of the consolidated interim financial
statements.
Notes
Balance as of January 1, 2006
as restated
Right Issue I
Elimination of Subsidiaries'
equity from restructuring
transactions of entities
under common control
Difference in value from
restructuring transactions
of entities under common
control
Translation adjustments
Net loss for the year
Balance as of December 31,
2006- as restated
Deferred tax adjustment
on dividend received
Difference in value from
restructuring transactions
of entities under common
control
Difference due to change of
equity in Subsidiary
Translation adjustments
Net income for the year
Equity Proforma
From
Restructuring
Transactions of
Entities under
Common Control
Additional
Paid-in
Capital - Net
Capital Stock
128,758,657
-
Difference in
Value from
Restructuring
Transactions of
Entities under
Common Control
Difference
Due to
Changes of
Equity in
Subsidiary
Equity
4
1b
949,144,518
490,936,819
158,420,946
3,196,328,282
2c
2c,24
2x
(2,434,811,251 )
-
(142,288,471 )
-
(263,396,384 )
(2,434,811,251 )
(142,288,471 )
(263,396,384 )
1,440,081,337
3,354,749,228
(2,625,400,967 )
(82,072,126 )
(192,633,224 )
1,894,724,248
30d
2c,24
2i,25
2x
(128,758,657 )
(190,589,716 )
-
Retained
Earnings
(Loss)
Translation
Adjustments
60,216,345
-
70,763,160
-
(21,232,269 )
1,176,713,910
3,687,265,101
(128,758,657 )
1,262,994,439
-
109,358,739
-
115,637,762
1,262,994,439
109,358,739
115,637,762
(9,244,073 )
-
(21,232,269 )
(9,244,073 )
2x
1,440,081,337
-
3,354,749,228
-
(2,634,645,040 )
-
1,262,994,439
-
27,286,613
393,945,336
-
(98,227,731 )
(34,943,284 )
3,352,238,846
393,945,336
(34,943,284 )
2x
1,440,081,337
-
3,354,749,228
-
(2,634,645,040 )
-
1,262,994,439
-
421,231,949
(168,513,341 )
-
(133,171,015 )
(244,687,764 )
3,711,240,898
(168,513,341 )
(244,687,764 )
1,440,081,337
3,354,749,228
(2,634,645,040 )
1,262,994,439
252,718,608
(377,858,779 )
3,298,039,793
The accompanying notes to consolidated interim financial statements are an integral part of the consolidated interim financial statements.
December 31,
2007
(As restated Note 4)
(One Year)
2008
(One Year)
760,732,493
1,993,048,691
2006
(As restated Note 4)
(One Year)
1,172,655,921
1,426,543,274
(485,416,793 )
(805,038,033 )
(510,318,685 )
(886,339,699 )
275,315,700
(334,615,444 )
(2,613,096 )
1,188,010,658
(814,947,588 )
(336,593,056 )
662,337,236
(459,899,404 )
(45,639,965 )
540,203,575
(576,018,389 )
(41,223,977 )
(61,912,840 )
370,647,822
36,470,014
527,445,689
(77,038,791 )
64,913,267
39,554,254
(421,947,560 )
(103,788,866 )
(16,000 )
-
134,192,537
(676,916,904 )
(1,324,528,944 )
44,723,454
(351,268 )
160,000
46,010,884
(723,155,499 )
(833,396,589 )
(72,789,169 )
(2,612,258 )
-
17,578,003
(1,785,804,942 )
5,076,210
(1,612,127 )
56,438,666
(2,599,869,500 )
-
(421,284,905 )
(1,822,721,125 )
(1,585,942,631 )
(4,308,193,690 )
316,481,784
131,470,051
(13,826,607 )
(106,278,281 )
1,754,564,829
(101,574,232 )
(526,530,950 )
(1,227,926,496 )
(403,294,522 )
22,515,681
1,850,530,574
(378,924,735 )
1,262,994,439
434,125,228
1,546,712,316
(49,072,517 )
230,617,986
(33,458,990 )
148,086,479
(239,538,795 )
3,780,213,508
(92,948,408 )
(348,203,384 )
(894,757,529 )
4,833,183,236
(1,953,254,471 )
447,950,755
455,088,071
620,896,485
15,068,710
1,695,921,815
91,524,242
230,617,986
455,088,071
304,986,078
(132,040,348 )
620,896,485
The accompanying notes to consolidated interim financial statements are an integral part of the consolidated interim financial
statements.
2008
2007
2006
Delaware, USA
Panama
The
Netherlands
The
Netherlands
British Virgin
Islands
British Virgin
Islands
British Virgin
Islands
100
100
100
100
100
100
100
100
1984
1995
100
100
100
2005
100
100
100
Subsidiaries
Domiciled
December 31,
December 31,
2008
2007
2006
2,631,485
2,631,485
2,657,366
2,657,366
1,573,920
1,573,920
1,376,656
1,367,847
1,089,013
1,166,280
1,141,072
1,091,642
271
290
225
211
100
100
100
100
2002
252,441
252,562
255,078
210,126
100
100
100
100
965,259
898,584
438,709
294,169
100
100
100
100
2007
458,968
467,053
313,061
243,326
Singapore
100
100
51
55
47
Singapore
Sychelles
100
100
100
100
100
100
2007
51
1,214,845
55
1,252,794
47
723,155
46
-
96
2008
2001
4,185,864
979,091
4,640,194
1,379,021
854,726
741,606
Singapore
Indonesia
100
100
99.99 99.99 99.99
Indonesia
99.99
2005
2,732,601
2,744,919
2,051,715
1,765,316
Indonesia
99.99
1996
1,787,869
1,880,506
1,208,711
1,327,325
Indonesia
Indonesia
Indonesia
Indonesia
British Virgin
Islands
99.9
75
70
70
99.99
-
2004
-
638,725
10,832
7,156
12,350
605,651
180,974
-
462,271
-
361,121
4,386,352
99.99 99.99
75
-
50
50
50
100
2003
3,804,617
4,193,062
3,178,907
England
50
50
50
100
1987
1,521,846
1,409,139
1,028,852
1,757,541
Delaware, USA
50
50
50
100
1987
2,282,768
2,157,108
1,543,232
2,631,811
On March 6, 2007, EMP Inc. issued new shares that are to be assumed by Mitsubishi Corporation
(MC) and Japan Petroleum Exploration Co., Ltd. (Japex). After the issuance, the Companys
shareholding in EMP Inc. was diluted to 50% and the Company recorded its investment in
EMP Inc. using the proportionate consolidation method effective from January 1, 2007 (Note 39).
Based on the Corporate Management Agreement (CMA) dated July 1, 2007 between the
Company and Minarak Labuan Co. (L) Ltd. (MLC), the Company transferred control over the
management of Kalila Energy Ltd. (KEL), Pan Asia Enterprise Ltd. (PAN) and Lapindo
Brantas, Inc. (LBI) to MLC effectively starting July 1, 2007. Consequently, commencing
July 1, 2007, the financial statements of KEL, PAN and LBI were no longer consolidated into the
Companys consolidated interim financial statements.
The Companys EGMS dated March 14, 2008 approved the conversion of KEL and PAN liabilities
to MLC to share ownership in KEL and PAN by way of issuance of new shares. Effective from
April 15, 2008, MLC became the owner of KEL and PAN and the Companys shareholding in KEL
and PAN was diluted to 0.0117783% and 0.00099989%, respectively.
On April 1, 2008, the Company signed a Conditional Sales and Purchase Agreement (CSPA) with
PT Masagena Agung (MGA) whereby it was agreed that the Company will acquire a 75%
ownership interest in PT Mosesa Petroleum (MP) owned by MGA at an agreed price of
US$11,800,000 (Note 5).
Locations
Blok GMB
Tabulako
Blok Tonga
Blok GMB
Sangatta-II
Date of
Acquisition of
Exploration
Permit
Accumulated
Exploration
Expenditure
Due Date
Ownership
Percentage
May 5, 2009
January 17, 2007
May 4, 2039
January 16, 2037
100%
71,25%
10,909,754
6,539,514
May 5, 2009
May 4, 2039
60%
9,450,152
Exploitation/Development Area
Quantity of Production *)
Ending
Name of Location
Bentu Block
Semberah Block
Korinci Baru Block
Sungai Gelam Block
Malacca Strait Block
Kangean Block
Gebang Block
Acquisition
Year of
Exploration
2004
1995
2004
1997
1981
Due
Date
2021
2015
2027
2017
2020
Working
Interest
Quantity
of Proven
Reserve*)
Total Accu
mulated
Production
Current
Period
Proven
Reserve
100%
100%
100%
100%
60.49%
23,602
10,325
2,654
1,703
248,881
456
573
118
1,778
2,849
1,966
890
221,160
23,602
7,476
688
813
27,721
1990
2030
50%
320,821
1,234
198,848
121,973
1992
2015
50%
19,525
52
16,407
3,118
*) Units for Proven Reserve and Production in Thousand Barrels Oil Equivalent (MBOE) (see Supplementary Information).
**) Estimated amount of proven reserves have been certified by an independent petroleum consultant (Supplementary Information).
Tonga Block has a prospective resource of 90 million barrels of oil equivalent (MMBOE)
(unaudited).
There were no production from Bentu Block, Tonga Block, GMB Tabulako Block and GMB
Sangatta-II Block as of June 30, 2009.
e. Boards of Commissioners, Directors, Audit Committee and Employees,
As of June 30, 2009, December 31, 2008, 2007 and 2006, the members of the Companys
Boards of Commissioners and Directors were as follows:
December 31,
Board of Commissioners:
President Commissioner
Commissioner
Commissioner
Independent Commissioner
Independent Commissioner
2008
2007
2006
Suyitno Patmosukismo
Rennier A. R. Latief
A. Qoyum
Tjandranegara
-
2008
2007
2006
Christopher B. Newton
Yuli Soedargo
Faiz Shahab
Norman H. Harahap
Thomas Leo Soulsby
The composition of the Board of Commissioners and Directors as of June 30, 2009 was based on
the decision of the General Meeting of Shareholders (GMS) on May 28, 2009, as stated in the
Minutes of GMS Deed No. 78 dated May 28, 2009 of Robert Purba, S.H., Notary in Jakarta.
The composition of the Board of Commissioners as of December 31, 2008 was based on the
decision of the EGMS on March 14, 2008, as stated in the Minutes of EGMS Deed No. 44 dated
March 14, 2008 of Robert Purba, S.H., Notary in Jakarta.
The composition of the Board of Commissioners as of December 31, 2007 was based on the
decision of the EGMS on May 11, 2007, as stated in the Minutes of EGMS Deed No. 37 dated
May 11, 2007 of Robert Purba, S.H., Notary in Jakarta.
The composition of the Directors as of December 31, 2008 and 2007 was based on the decision
of the EGMS on April 19, 2007, as stated in the Minutes of EGMS Deed No. 48 dated April 20,
2007 of Humberg Lie, S.H., S.E., MKn., Notary in Tangerang.
The composition of the Board of Commissioners and Directors as of December 31, 2006 was
based on the decision of the EGMS on December 22, 2005, as stated in the Minutes of EGMS
Deed No. 46 dated December 23, 2005 of Robert Purba, S.H., Notary in Jakarta.
The composition of the Audit Committee as of June 30, 2009, December 31, 2008, 2007 and
2006 was based on the Minutes of Meeting of the Board of Commissioners dated October 11,
2005 and was as follows:
Chairman
Member
Member
:
:
:
A. Qoyum Tjandranegara
Hertanto
Toha Abidin
Total remuneration paid to the Commissioners and Directors of the Company for the six-month
period ended June 30, 2009 and for the years ended December 31, 2008, 2007 and 2006
amounted to Rp11.51 billion, Rp25.37 billion, Rp20.30 billion and Rp25.30 billion, respectively.
As of June 30, 2009, December 31, 2008, 2007 and 2006, the Company and its Subsidiaries had
approximately 515, 526, 626 and 501 employees, respectively (unaudited).
10
Receivables
Receivables are recognized at the invoice amount less any allowance for uncollectible amounts.
Allowance for doubtful accounts is maintained at a level considered adequate to provide for
potential losses on receivables. The allowance for doubtful account is provided based on the
result of review the status of the individual receivable accounts at the end of the period/year.
g. Inventories
Effective January 1, 2009, the Company and Subsidiaries implemented PSAK No. 14
(Revision 2008), Inventories (Revised PSAK 14), replaced PSAK No. 14 (1994), Inventory.
Implementation of this Revised PSAK 14 did not have any significant effect to the consolidated
interim financial statements.
Inventories such as spare parts, chemicals and fuel are classified into capital and non-capital
inventories. Capital inventories represent spare parts, chemicals, and fuel that are consumed or
used as components of construction or capitalized as assets. Non-capital inventories represent
inventories being consumed for the purpose of repair and maintenance of assets or used for
operations. The costs of the consumed non-capital inventories are charged when used.
Inventories purchased, under the term of the PSC and TAC becomes the property of the
government of Republic of Indonesia which presented by BPMIGAS or Pertamina when the
inventories landed in Indonesia.
Inventories are valued at the lower of cost or net realizable value (NRV). Cost is determined using
the weighted average method. NRV is determined based on the estimated selling price less the
estimated cost of completion and the estimated costs necessary to conclude the sale. Allowance
for obsolete and slow-moving inventories is provided based on review of the condition of the
inventories at the end of the period/year.
11
j.
Fixed Assets
The Company and Subsidiaries applied PSAK No. 16 (Revised 2007), Fixed Assets (Revised
PSAK 16) in the preparation of their consolidated interim financial statements starting from
January 1, 2008. Based on Revised PSAK 16, an entity shall choose between the cost model and
revaluation model as the accounting policy for its fixed assets measurement. If an entity had
revalued its fixed assets before the application of Revised PSAK 16 and has chosen the cost
model as the accounting policy for its fixed assets measurement, then the revalued amount of
fixed assets is considered as deemed cost and the cost is the value at the time Revised PSAK 16
is applied. All the balance of revaluation increment in fixed assets at the first time application of
Revised PSAK 16 should be reclassified to retained earnings. The Company and Subsidiaries
have chosen the cost model as the accounting policy for their fixed assets measurement. The
adoption of Revised PSAK 16 did not result in changes to the Companys and Subsidiaries
existing relevant accounting policies.
Depreciation is computed using the straight line method over the estimated useful lives of the
assets as follows:
Years
Machinery and equipment
Transportation and office equipment
4
4
The assets useful lives and method of depreciation are reviewed, and adjusted if appropriate, at
the end of the period/year.
12
13
14
Employee Benefits
The Company and Subsidiaries adopted PSAK No. 24 (Revised 2004) on Employee Benefits
(Revised PSAK 24) to determine their employee benefits obligation under the Labor Law
No. 13/2003 dated March 25, 2003 (the Law). Under Revised PSAK 24, the cost of employee
benefits is determined using the Projected Unit Credit actuarial valuation method. Actuarial
gains or losses are recognized as income or expense when the net cumulative unrecognized
actuarial gains and losses at the end of the previous reporting year exceeded the higher of 10%
of the defined benefit obligation and 10% of the fair value of plan assets at that date. These gains
or losses are recognized on a straight line basis method over the expected average remaining
working lives of the employees. Past service cost arising from the introduction of a defined benefit
plan or changes in the benefits obligation of an existing plan, are required to be amortized over
the period until the benefits concerned become vested.
The Company and Subsidiaries provide employee benefits for their employees pursuant to the
terms of the Employment Work Contract/Company and Subsidiaries Policy. The Subsidiaries,
KEIL, KPSA, ITA, Bentu and Korinci Baru also provide employee benefits from defined
contribution pension plans. The contribution charged to the Subsidiaries is recognized as expense
in the current period/year.
u. Income Tax
Current tax expense is provided based on the estimated taxable income for the period/year.
Current tax expense of Subsidiaries that are domiciled and registered as tax subjects in other
countries, is determined based on the taxable income for the period/year computed using
prevailing tax rates in the related countries.
Current tax expense of the Subsidiaries that are engaged in exploration and production of oil and
gas based on PSC and TAC is determined based on the taxable income in the related period/year
using the prevailing tax rates at the time that the PSC and TAC was entered into.
Deferred tax assets and liabilities are recognized for temporary differences between the financial
and the tax bases of assets and liabilities at each reporting date. Deferred tax assets are
recognized for all deductible temporary differences, to the extent that it is probable that future
taxable profit will be available against which the deductible temporary difference can be utilized.
Deferred tax liabilities are recognized for all taxable temporary differences. Future tax benefits,
such as the carry-forward of unused tax losses, are also recognized to the extent that realization
of such benefits is probable.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
period/year when the asset is realized or the liability is settled based on tax rates and tax laws
that have been enacted or substantively enacted at the balance sheet date.
15
10,225
14,432
2008
(full amount)
10,950
15,433
2007
(full amount)
9,419
13,760
2006
(full amount)
9,020
11,858
16
Subsequent Events
Any post year-end events that require adjustment and provide additional information about the
Company and Subsidiaries position at the balance sheet date (adjusting events) are reflected in
the interim financial statements. Any post year-end event that is not an adjusting event is
disclosed in the notes to consolidated interim financial statements when material.
3. DECONSOLIDATION OF SUBSIDIARIES
Based on the Corporate Management Agreement (CMA) dated July 1, 2007 between the Company
and Minarak Labuan Co. (L) Ltd. (MLC), the Company agreed that MLC shall have control over the
management of KEL, PAN and LBI, and therefore, the Company hereby grants power and authorizes
MLC, unconditionally and irrecovably, to perform any acts or actions, instructions, supervision and all
the rights as reasonably held by a party that controls a company, either in its capability as the
shareholders or in connection with a particular arrangement. The agreement may only be terminated
in the event that the conversion of receivable be entirely undertaken (Note 1c), by which MLC shall
own more than 50% of the total number of shares subscribed in KEL and PAN.
As of the effective date of the transfer, the financial statements of KEL, PAN and LBI were no longer
consolidated into the consolidated interim financial statements of the Company.
Based on the valuation report of Truscel Capital dated January 22, 2007, the fair value of KELs and
PANs shares as of December 31, 2006 amounted to negative US$60,654,782 and US$1,743,282,
respectively. Since the permanent impairment of carrying investment value of KEL and PAN has been
incurred, the Company impaired the carrying investment value of KEL and PAN to zero on
December 31, 2006 and recorded a loss on impairment of investment value amounting to
Rp430,645,750 in 2006. Subsequently, based on the valuation report of Truscel Capital dated
February 8, 2008, the fair value of KELs and PANs shares as of October 31, 2007 amounted to
negative US$65,176,712 and US$1,758,954, respectively.
Since July 1, 2007, the Company has discontinued taking up further its share of losses in KEL and
PAN when its accumulated losses exceeded the carrying amount of the investment. The management
believes that the Companys responsibility for the Subsidiaries losses is limited to the invested
amounts. The Company will resume taking up its investments including its share of those profits only
after its share of the profits equals the share of net losses not recognized.
The Company has reported the deconsolidation to Bapepam-LK and the management believed that
they are in compliance with prevailing regulations relating to this matter. Subsequently, based on
EGMS dated March 14, 2008, the stockholders of the Company agreed with the conversion of MLC
receivables to KEL and PAN into share ownership in KEL and PAN by way of issuance of new shares
in KEL and PAN. With the conversion of receivables, the Companys ownership interest in KEL and
PAN was diluted to 0.0117783% and 0.00099989% respectively. As of April 15, 2008, the conversions
of receivables come into effect.
17
As restated
Restricted long-term cash
Total non-current assets
Total assets
Employee benefits obligation
Total non-current liabilities
653,377,573
7,077,629,086
9,374,780,839
89,340,193
2,334,080,927
548,239,536
6,972,491,049
9,378,194,413
35,844,168
2,337,494,501
2006
As restated
Total current assets
Due from related parties
Restricted long-term cash
Oil and gas properties
Deferred tax assets
Total non-current assets
Total assets
Total current liabilities
Long-term loans - net of current maturities
Due to related parties
Deferred tax liabilities
Employee benefits obligations
Total non-current liabilities
Retained earnings (loss)
Total equity
Net sales
Operating expenses
Net income (loss)
Basic earnings (loss) per share (in full amount)
1,913,639,093
946,672,828
178,399,545
5,220,828,764
261,224,169
6,911,756,641
8,825,395,734
1,031,183,622
4,941,733,089
221,022,494
350,138,771
84,054,450
5,899,476,622
(192,633,224 )
1,894,724,248
1,459,460,289
222,494,671
(263,396,384 )
(18.71 )
As previously
reported
2,433,375,505
500,587,596
126,846,622
5,990,632,043
492,309,688
7,450,016,417
9,883,391,922
1,335,800,758
4,941,733,089
793,314,356
350,138,776
40,649,262
6,714,412,758
451,205,366
1,833,167,046
1,646,538,248
233,360,933
203,005,238
14.42
18
326,350
17,881,242
3,218,503
156,359,805
4,964
(26,492,346 )
(2,912,999 )
(65,354 )
(1,842,829 )
Net
146,477,336
19
2,598,830 shares or 99.99% of all issued shares of THP that are owned by MAM amounting
to Rp2,599,869,500,000 (full amount). THP owns 100% shareholding in Costa International
Group Ltd. (Costa), Kalila (Bentu) Ltd. (Bentu) and Kalila (Korinci Baru) Ltd. (Korinci Baru)
and 99.99% shareholding in PT Insani Mitrasani Gelam (Gelam) and PT Semberani Persada
Oil (Semco). Except for Costa, all of these subsidiaries are the operators and the owners of
100% working interest in Bentu Block PSC, Korinci Baru Block PSC, Sungai Gelam Block
TAC, and Semberah Block TAC. Costa owns a 50% working interest in Gebang Block PSC
and has significant authorities in the operational activity within the Joint Operating Body
(JOB), in which Pertamina acts as the operator.
ii.
Trade receivables of MAM to THPs subsidiaries, which were based on the restructuring
and debt acknowledgment agreement of MAM and THPs subsidiaries amounting to
US$33,497,199 or equivalent to Rp348,203,383,605 (full amount).
The Companys Extraordinary General Meeting of Shareholders (EGMS) approved the above
acquisition on December 22, 2005.
On January 25, 2006, the Company completed the Rights Issue I.
The acquisition represents a transaction of entities under common control, and was therefore
accounted for as restructuring transactions of entities under common control in accordance with
PSAK No. 38.
The acquisition became effective on January 25, 2006.
6. CASH AND CASH EQUIVALENTS
This account consists of:
December 31,
2008
2007
2006
(As restated Note 4)
570,509
489,815
180,962
449,452
33,463,291
6,841,438
4,220,641
59,163
392,197
161,969
171,753
228,913
1,764,664
1,166,742
1,126,470
133,222
20
2008
2006
(As restated Note 4)
2007
484,364
481,979
280,752
588,391
665,567
510,460
2,019,320
1,043,427
92,304,435
4,153,761
45,749,002
6,925,386
32,369,759
6,859,535
13,861,649
712,222
3,790,789
7,626,758
20,994,897
10,189,433
2,009,388
62
-
32,745,934
58,273,322
121,275
2,355,636
81,420,459
6,635,545
398,909
289,459
1,149,391
1,211,614
86,308,870
2,647,745
3,374,382
384,761
28,746
95,354
81,635
146,077,841
158,075,571
154,737,239
121,984,185
18,500,000
3,872,848
3,000,000
3,872,848
3,000,000
1,438,129
-
1,520,633
41,062,500
1,308,022
-
4,510,000
-
10,969,467
-
291,989,000
270,600,000
216,480,000
1,438,129
72,052,600
300,169,870
498,462,848
148,086,479
230,617,986
455,088,071
620,896,485
The investments placed with PT Danatama Makmur amounting to US$20 million on December 31,
2006 are the placement of the Company and Susidiaries for a term of 30 days. These investments
has been fully disbursed in 2007.
Interest rates of time deposits were as follows:
December 31,
2008
2007
2006
2.25% - 3.75%
9.25% - 12.75%
2.25% - 3.75%
7.25% - 13.75%
2.25% - 4.75%
7.00% - 8.75%
2.25% - 3.75%
9.25% - 12.75%
21
8. TRADE RECEIVABLES
This account consists of:
a. By Customer - Third Parties
December 31,
2006
(As restated Note 4)
2008
2007
69,194,700
75,073,184
86,211,954
61,195,198
20,955,684
18,731,695
7,185,435
26,405,566
9,210,777
5,396,446
26,282,300
7,058,227
3,182,842
6,183,429
13,023,539
-
3,673,175
49,111,769
78,197,598
15,006,329
1,588,915
-
15,216,357
-
39,165,662
30,335,684
-
51,548,688
158,590,340
121,329,604
180,414,099
270,434,267
305,547,523
b. By Age Category
December 31,
2006
(As restated Note 4)
2008
2007
45,447,859
33,288,196
42,593,549
77,170,271
50,500,895
52,742,933
87,964,799
98,613,792
83,855,676
239,024,642
31,913,525
34,609,356
121,329,604
180,414,099
270,434,267
305,547,523
All trade receivables are denominated in US Dollar. The Subsidiaries did not provide any allowance
for doubtful accounts as the management believes that the trade receivables are fully collectible.
Receivables from Subsidiaries as of June 30, 2009, December 31, 2008, 2007 and 2006, are pledged
as collateral for the long-term loans (Note 19).
22
2008
2007
2006
(As restated Note 4)
201,996,657
71,133,700
17,234,675
3,413,230
685,050
216,539,825
71,525,737
16.660.677
3,183,036
78,177,845
123,808,471
190,346,262
96,719,486
24.197.308
3,307,166
98,908,105
166,132,583
43,787,414
23,031,802
3,992,114
61,000,889
83,140,879
Total
294,463,312
509.895.591
413.478.327
381,085,681
Reimbursable VAT represents VAT that has been paid by Subsidiaries and is reimbursable from
BPMIGAS or Pertamina in accordance with the terms of PSC and TAC agreements.
Overhead receivable from PSC participants represents some general & administrative costs and
expenditures (other than direct charges) related to head office overheads can be allocated to the PSC
operation which will be chargeable to other PSC participants.
Underlifting represents receivable from BPMIGAS or Pertamina on differences between lifting of oil
and gas and the Subsidiaries entitlement.
The Company and Subsidiaries are not doing the allowance for accounts receivable, because
management believes that these receivables can be collected.
10. INVENTORIES
This account consists of:
December 31,
2008
2007
2006
(As restated Note 4)
Spare-parts
Fuel
Chemicals and others
423,240,536
3,199,579
10,009,941
457,066,221
9,339,655
14,297,692
326,357,412
45,421,025
6,129,899
508,392,536
9,525,960
1,951,696
Total
436,450,056
480,703,568
377,908,336
519,870,192
Inventories were insured in an insurance package with Oil and Gas Properties (Note 14).
As of June 30, 2009, December 31, 2008, 2007 and 2006, based on the evaluation of the inventory
condition, management believes that no allowance for inventories was required.
23
2008
2007
2006
(As restated Note 4)
Prepaid expenses
Insurance
Rental
Service charge
Advances
Project
Others
4,169,211
3,646,298
-
1,970,311
4,173,147
388,710
1,918,772
4,455,623
312,679
1,801,526
8,183,720
306,110
28,592,350
24,039,362
17,090,143
34,257,734
11,965,597
39,336,805
14,109,009
61,838,847
Total
60,447,221
57,880,045
57,989,476
86,239,212
2008
2007
(As restated Note 4)
2006
(As restated Note 4)
306,750,000
143,517,947
349,513,050
214,339,628
76,293,900
50,992,607
82,645,531
42,718,589
4,682,171
-
47,865,751
86,037,365
151,012,994
-
53,496,024
51,642,013
377,606,247
43,346,782
51,552,923
44,201,091
Total
497,668,707
848,768,788
653,377,573
178,399,545
Placement fund with PT Bank Mega Tbk on June 30, 2009 represents placement of time deposits that
are used to secure the Subsidiariess payables to vendors. The balance on December 31, 2008 also
represents placement of time deposits that are used to secure bank guarantees issuance for
PT Mosesa Petroleum and to secure the Subsidiariess payables to vendors. While the placement on
December 31, 2007 represents placement of time deposits that are used to secure bank guarantees
issuance in implementation of the Agreement dated May 31, 2007 between the Company and
PT Indelberg Indonesia Perkasa.
The fund placed with Credit Suisse (CS) on June 30, 2009 and December 31, 2008 represents
placement of fund pursuant to the Cash and Account Management Agreement between the
Company, EMP HS, KPSA, ITA, IMG, Semco, Bentu, Korinci, Costa and CS, which will serve as
collateral for the loan obtained from CS on September 8, 2008 (Note 18). While the placement on
December 31, 2007 and 2006 represents placement of fund pursuant to the Credit Agreement
between Semco and CS. The placement will be served as collateral for the loan obtained from CS on
October 27, 2005 (Note 19).
24
Lapindo Brantas, Inc. is an indirect subsidiary of the Company with minority ownership.
PT Energi Timur Jauh is a company whose management is the same as the management of
stockholders of the Company.
Asian Worldwide Group Ltd. and Global Overseas Enterprise Ltd. are companies whose
management is the same as the stockholder of the Company
Due to these relationships with related parties it is possible that the terms and conditions of these
transactions are not the same as those that would result from transactions between third parties.
25
2008
2007
2006
(As restated Note 4)
740,083,929
660,336,487
244,313
777,799,399
707,157,409
256,885
620,722,894
569,408,371
176,983
448,063,161
498,585,705
23,962
1,400,664,729
1,485,213,693
1,190,308,248
946,672,828
11.84%
11.76%
12.70%
10.73%
Due from LBI mainly represents a portion of funds originating from a loan by Merrill Lynch that
was received by LBI (Note 19). MLC as the new majority owner of LBI guaranteed the receivable
from LBI to the Company. The receivables are non-interest bearing and have no fixed payment
period.
Due from ETJ mainly represents advances made based on the agreement dated August 1, 1998
(Note 34b). The receivables are non-interest bearing and have no fixed payment period.
c. Due to Related Parties
This account consists of:
December 31,
2008
2007
2006
(As restated Note 4)
46,961,641
18,904,857
571,953
50,291,439
20,245,299
654,886
43,271,126
17,425,958
666,307
41,438,110
16,687,774
157,658,843
4,451,275
786,492
66,438,451
71,191,624
61,363,391
221,022,494
0.78%
0.80%
1.02%
3.19%
Due to AWG and GOE represent payables from taking over the working interest in Bentu PSC
and Korinci Baru PSC from Petroz Bentu Ldc. and Petroz Korinci Baru Ldc. on August 7, 2005.
Due to AWG and GOE represent payables arising before acquisition of THP. The payables are
non-interest bearing and have no fixed payment period.
26
2008
2007
2006
(As restated Note 4)
8,669,703,826
8,896,389,726
5,648,653,683
7,458,208,111
1,928,398,830
1,991,697,566
1,041,379,735
486,574,177
10,598,102,656
10,888,087,292
6,690,033,418
7,944,782,288
(4,098,359,553 )
(4,304,708,529 )
(2,150,166,719 )
(2,723,953,524 )
6,499,743,103
6,583,378,763
4,539,866,699
5,220,828,764
The details of movement oil and gas properties based on area of interest:
2009
Area of Interest
Malacca Strait PSC
Kangean PSC
Gelam TAC
Bentu PSC
Korinci Baru PSC
Gebang PSC
Semberah TAC
Tonga PSC
Sangatta-II PSC
Tabulako PSC
Location
Sumatera
East Java
Sumatera
Sumatera
Sumatera
Sumatera
Kalimantan
Sumatera
Kalimantan
Kalimantan
January 1,
Addition
Deduction
Translation
Adjustment
June 30,
1,457,759,793
3,116,652,272
383,370,752
370,433,522
158,850,557
17,568,741
546,153,333
156,290,537
-
138,910,256
107,793,132
20,775,128
16,252,907
198,069
152,535,258
202,381
6,780,960
12,409,600
96,609,505
25,111,671
36,344,284
73,033,883
21,095
37,402,722
-
(99,782,525 )
(212,715,964 )
(24,181,584 )
(25,780,593 )
(4,881,765 )
(1,176,883 )
(45,045,163 )
(523,260 )
(957,600 )
1,400,278,019
2,986,617,769
343,620,012
360,905,836
80,934,909
16,568,832
616,240,706
156,492,918
6,257,700
11,452,000
Total
Add Cost Pool Effect
6,207,079,507
376,299,256
455,857,691
-
268,523,160
(144,075,146 )
(415,045,337 )
-
5,979,368,701
520,374,402
6,583,378,763
6,499,743,103
2008
Area of Interest
Malacca Strait PSC
Kangean PSC
Gelam TAC
Bentu PSC
Korinci Baru PSC
Gebang PSC
Semberah TAC
Tonga PSC
Location
Sumatera
East Java
Sumatera
Sumatera
Sumatera
Sumatera
Kalimantan
Sumatera
January 1,
Addition
940,702,871
2,253,110,854
244,581,660
286,764,052
201,249,253
14,181,170
387,405,325
-
462,325,110
420,601,834
105,625,490
32,800,342
49,747,605
994,862
142,835,896
156,290,537
Total
Add Cost Pool Effect
4,327,995,185
211,871,514
1,371,221,676
-
4,539,866,699
Deduction
Translation
Adjustment
December 31,
140,009,455
46,350,027
17,969,218
116,228,983
36,717
58,061,720
-
194,741,267
489,289,611
51,132,820
50,869,128
24,082,682
2,429,426
73,973,832
-
1,457,759,793
3,116,652,272
383,370,752
370,433,522
158,850,557
17,568,741
546,153,333
156,290,537
378,656,120
(164,427,742 )
886,518,766
-
6,207,079,507
376,299,256
6,583,378,763
27
Location
Sumatera
East Java
Sumatera
Sumatera
Sumatera
Sumatera
Kalimantan
January 1,
Addition
Deduction
Translation
Adjustment
December 31,
785,147,259
3,335,125,920
234,042,628
260,592,811
200,323,584
13,362,495
278,290,628
216,453,738
564,523,255
24,309,018
14,208,587
22,528,153
8,559,532
124,227,453
99,220,912
1,757,516,877
24,128,403
30,227,900
8,338,713
30,300,655
38,322,786
110,978,556
10,358,417
11,962,654
8,625,416
597,856
15,187,899
940,702,871
2,253,110,854
244,581,660
286,764,052
201,249,253
14,181,170
387,405,325
Total
Add Cost Pool Effect
5,106,885,325
113,943,439
974,809,736
-
1,949,733,460
(97,928,075 )
196,033,584
-
4,327,995,185
211,871,514
5,220,828,764
4,539,866,699
2006
(As restated - Note 4)
Area of Interest
Malacca Strait PSC
Kangean PSC
Gelam TAC
Bentu PSC
Korinci Baru PSC
Gebang PSC
Semberah TAC
Location
Sumatera
East Java
Sumatera
Sumatera
Sumatera
Sumatera
Kalimantan
January 1,
Addition
Deduction
Translation
Adjustment
December 31,
566,137,726
2,187,951,144
228,256,001
277,577,407
164,921,478
34,855,007
162,852,125
396,964,819
1,441,672,901
56,904,912
5,982,007
49,773,900
3,637,257
156,550,571
126,771,522
93,016,845
31,043,185
22,554,954
25,635,758
(51,183,764 )
(201,481,280 )
(20,075,100 )
(22,966,603 )
(14,371,794 )
(2,574,815 )
(15,476,310 )
785,147,259
3,335,125,920
234,042,628
260,592,811
200,323,584
13,362,495
278,290,628
Total
Add Cost Pool Effect
3,622,550,888
51,710,528
2,111,486,367
-
299,022,264
(62,232,911 )
(328,129,666 )
-
5,106,885,325
113,943,439
3,674,261,416
5,220,828,764
Depreciation, depletion and amortization for the six-month period ended June 30, 2009 and
for the years ended December 31, 2008, 2007 and 2006, of Rp124,308,827, Rp214,228,363,
Rp127,053,232 and Rp236,789,368, respectively, were charged to cost of goods sold (Note 27).
Deduction in the oil and gas properties in the Kangean PSC as of December 31, 2007 of Rp1.7 trillion
represents the effect of proportionate consolidation of 50% EMP Inc.s oil and gas properties
(Note 39).
The additions arise from cost of development and exploration and capitalization of borrowing cost.
Total capitalized financing cost for the six-month period ended June 30, 2009 and for the years ended
December 31, 2008, 2007 and 2006 amounted to US$3.3 million, US$4.55 million, US$15.10 million
and US$37.76 million, respectively.
The oil and gas properties and inventories were insured with several third party insurance companies,
third party, against risk of loss and damage. As of June 30, 2009, December 31, 2008, 2007 and
2006, total sums insured were US$330,101,193, US$330,101,193, US$338,982,209 and
US$323,016,877, respectively. Management believes the insurance coverage is adequate to cover
possible losses from such risks.
Based on the evaluation of the management, there are no events or changes in circumstances that
indicate an impairment in the value oil and gas properties.
28
2006
(As restated Note 4)
2008
2007
60,117,563
45,547,753
35,311,147
4,519,301
8,357,892
24,787,468
4,938,888
65,338,039
15,534,820
4,655,269
11,642,699
1,991,915
145,495,764
38,084,248
85,528,128
13,634,614
Deferred production costs represent cost production of un-lifted oil at the end of period or years.
Security deposits represent deposits related to the Company office space rental.
Deferred administration cost represent share function cost, which is not yet allocated to operation unit
in subsidiaries. Share function cost can be recovered and will adding-up of Subsidiaries oil and gas
portion in accordance with PSC and TAC.
16. TRADE PAYABLES
This account consists of:
a. By Creditors - Third Parties
December 31,
2008
2007
2006
(As restated Note 4)
63,071,773
69,723,251
59,994,718
66,706,331
52,435,863
29,751,322
20,535,927
18,429,741
17,382,500
12,860,647
12,608,728
12,074,601
11,387,135
10,522,786
4,277,133
2,730,970
1,497,269
141,458
47,954
292,664,582
40,083,808
34,685,519
6,638,570
12,737,007
10,496,304
13,502,746
10,462,658
6,071,081
11,279,023
12,544,531
10,872,995
10,328,140
183,791,104
11,508,020
8,337,049
3,953,305
11,633,649
5,188,951
1,847,139
6,282,204
8,494,917
15,756
719,612
189,066,288
1,918,097
33,104,400
8,557,612
1,774,414
1,570,001
4,462,472
20,356,875
3,766,448
45,432,030
29,090,457
19,885,609
10,758,335
212,849,136
Total
562,420,389
433,216,737
307,041,608
460,232,217
29
2008
2007
2006
(As restated Note 4)
Up to 30 days
Over 31 - 60 days
Over 60 days
67,568,670
35,648,003
459,203,716
94,419,014
49,618,841
289,178,882
63,836,123
37,433,388
205,772,097
137,105,582
73,172,075
249,954,560
Total
562,420,389
433,216,737
307,041,608
460,232,217
c. By Currency
December 31,
2008
2007
2006
(As restated Note 4)
537,661,884
24,758,505
388,864,577
44,352,160
274,618,618
32,422,990
433,344,075
26,888,142
Total
562,420,389
433,216,737
307,041,608
460,232,217
2008
2007
2006
(As restated Note 4)
120,655,000
85,278,456
37,954,969
9,713,546
96,247,768
129,210,000
40,646,152
31,415,550
43,800,000
89,687,010
71,775,863
37,676,000
2,223,271
67,465,095
2,122,669
20,323,021
Total
349,849,739
334,758,712
111,675,134
89,910,785
Payable to MGA pertains to liability arising from the acquisition of PT Mosesa Petroleum (MP)
amounted to US$11,800,000 (Note 5).
Overlifting represents liability to BPMIGAS or Pertamina on differences between lifting of oil and gas
and the Subsidiaries entitlement.
Take or pay liabilities represent payments received by Bentu from PT Perusahaan Listrik Negara
(Persero) (PLN) arising from underlifting of natural gas volume taken by PLN from Korinci Baru field.
On January 12, 2008, MP issued a Promissory Note (PN) to Advance-Lead Strategy Ltd. amounting
to US$2.8 million with interest at 8% per annum. In 2009, US$1.9 million of the PN has been settled.
Payable to PT Danatama Makmur represents a PN amounting to US$4 million. The PN has been
settled in 2009.
30
2008
2007
2006
(As restated Note 4)
77,192,415
71,321,169
64,995,439
49,825,243
78,638,468
205,767,915
45,239,959
222,080,802
67,260,272
33,599,396
183,553,377
55,730,677
240,354,858
78,829,878
9,293,756
145,492,958
44,558,877
119,485,373
41,481,641
35,145,266
341,972,734
573,948,344
567,762,546
386,164,115
Accrued drilling and production expenses mainly represent expenditures for drilling services in the
Malacca Strait PSC Block and development of oil and gas facilities and offshore drilling in the
Kangean PSC Block.
Accrued production expenses as of December 31, 2008 and 2007 included Gas Transportation Fee
(GTF) payable to Pertamina for the period from August 1, 2005 to December 31, 2008 and 2007
amounting to US$10.63 million and US$8.40 million, respectively. On February 26, 2009, EEKL and
KEIL settled its payable on this gas transportation fee based on the Interim Agreement dated
January 14, 2009 between KEIL and PT Pertamina Gas. The accrued gas transportation fee for the
period starting January 1, 2009 to June 30, 2009 was US$0.88 million.
2008
2007
2006
4,601,250,000
4,927,500,000
1,438,752,250
3,858,305,000
735,977,111
717,725,433
273,581,838
735,977,111
94,837
-
717,725,433
169,409
-
273,581,838
439,868
1,130,280,000
706,425,000
339,343
-
421,235
1,082,400,000
Total
Less current maturities
6,073,299,059
2.556.344.837
6,363,120,275
-
3,823,400,137
2,569,371,593
4,942,499,383
766,294
3.516.954.222
6,363,120,275
1,254,028,544
4,941,733,089
1,211,042
162,106
31
Collateral used for these credit facilities includes the Companys guarantee, pledges of EMP HS
shares and 50% of EMP Inc. shares.
32
3.1 : 1 for calculation periods ended December 31, 2008 and June 30, 2009;;
2.0 : 1 for calculation periods ended December 31, 2009 and June 30, 2010;
1.0 : 1 for calculation periods ended December 31, 2010 and June 30, 2011;
0.5 : 1 for calculation periods ended after December 31, 2010 and June 30, 2011;
33
First ranking pledge of 100% of the issued share capital of the following: THP and Operating
Companies (Korinci Baru, Bentu, IMG, Semco and Costa);
Corporate guarantees of THP and Operating Companies;
Work contracts of Operating Companies;
Irrevocable payment instructions in relation to payments under all existing and future contracts
from Operating Companies;
Assignment of all proceeds of insurance policies and reinsurance policies maintained by or on
behalf of each of THP and Operating Companies where the beneficiary is THP or Operating
Companies;
Security over bank accounts, assignments of dividends and irrevocable payment instructions over
dividends from the Subsdiaries.
34
Repayment of LBIs loan to PMA Investment Advisory Ltd. and ITAs loan to PT Bank Mandiri
(Persero) Tbk;
Financing the development and exploration of oil and gas in Malacca Straits PSC Block and
Brantas PSC Block; and
Financing the working capital of ITA, LBI and KPSA.
35
Subsequently, MBF transferred the loan obtained from ML to ITA, LBI and KPSA based on an
agreement signed by each party on July 27, 2005. The loan received by each Subsidiary was as
follows:
Type of Loan
ITA
(US$)
LBI
(US$)
KPSA
(US$)
Total
(US$)
Tranche A
Tranche B
5,632,045
21,401,769
12,624,490
47,973,060
6,743,466
25,625,170
25,000,001
94,999,999
Total
27,033,814
60,597,550
32,368,636
120,000,000
Specific terms and conditions applying to the loan obtained by ITA, LBI and KPSA are similar to the
terms of loan from MBF and Merrill Lynch.
On July 27, 2008, loan to ML obtained by MBF amounting to US$120 million has been settled.
PMA Capital Management Ltd. (PMA)
At October 18, 2007, ECL entered into a term loan facility from PMA as a facility agent of up to a
maximum of US$108 million. This loan will be used for the Subsidiarys general working capital
purposes. The loan bears interest at 7% above LIBOR per annum and is secured by the entire
EMP Inc. shares and ECL shares owned by the Company. This loan is due in 18 months from date of
first drawndown of the facility.
This loan was fully paid at September 12, 2008.
PT Bank CIMB Niaga Tbk
In 2005, the Company obtained a credit facility from PT Bank CIMB Niaga Tbk (formerly PT Bank
Niaga Tbk) with a maximum amount of Rp2.02 billion to be used for the purchase of company
vehicles. The loan bears interest at 6.93% to 9.62% per annum and is collateralized by the vehicles.
The loan will be paid on an installment basis for thirty six (36) months.
In 2008, this loan was fully paid.
PT Bank Internasional Indonesia Tbk (BII)
On February, 2006, the Company obtained a loan facility from BII for the purchase of Company
vehicles. This loan bears interest at 10.5% per annum over its thirty six (36) months period. This loan
had fully paid in 2007.
36
2008
2007
2006
PT Mosesa Petroleum
PT Visi Multi Artha
PT Artha Widya Persada
PT Tunas Harapan Perkasa
34,914,746
300,000
300,000
18,717
35,448,357
12,605
11,360
11,242
Total
35,533,463
35,460,962
11,360
11,242
2008
2007
2006
PT Mosesa Petroleum
PT Tunas Harapan Perkasa
533,611
(6,112 )
1,933,921
(1,247 )
Total
527,499
1,932,674
Number of
Shares
6,224,151,377
390,496,500
351,962,822
259,287,582
50,000
7,174,865,091
43.22%
2.71%
2.45%
1.80%
0.00%
49.82%
622,415,138
39,049,650
35,196,282
25,928,758
5,000
717,486,509
14,400,813,372
100.00%
1,440,081,337
Total
Percentage
of Ownership
Total
Paid-up Capital
37
Number of
Shares
6,221,151,377
551,963,559
259,287,582
54,909,500
50,000
7,313,451,354
43.20%
3.83%
1.80%
0.38%
0.00%
50.79%
622,115,138
55,196,356
25,928,758
5,490,950
5,000
731,345,135
14,400,813,372
100.00%
1,440,081,337
Total
Percentage
of Ownership
Total
Paid-up Capital
Number of
Shares
PT Kondur Indonesia
PT Brantas Indonesia
Julianto Benhayudi
Rennier Abdul Rachman Latief
Public (below 5% each)
3,768,183,184
3,505,609,718
314,488,667
149,992,286
6,662,539,517
26.17%
24.35%
2.18%
1.04%
46.26%
376,818,318
350,560,972
31,448,867
14,999,228
666,253,952
14,400,813,372
100.00%
1,440,081,337
Total
Percentage
of Ownership
Total
Paid-up Capital
Number of
Shares
PT Kondur Indonesia
PT Brantas Indonesia
Rennier Abdul Rachman Latief
Julianto Benhayudi
Public (below 5% each)
4,741,855,486
4,088,864,035
446,912,286
314,488,667
4,808,692,898
32.93%
28.39%
3.11%
2.18%
33.39%
474,185,549
408,886,403
44,691,229
31,448,867
480,869,289
14,400,813,372
100.00%
1,440,081,337
Total
Percentage
of Ownership
Total
Paid-up Capital
The ownership by PT Bakrie & Brothers Tbk of 6,224,151,377 shares as of June 30, 2009 and
December 31, 2008, respectively, based on the advice from PT Kondur Indonesia and PT Brantas
Indonesia that both companies held 3,517,395,602 shares and 2,703,755,775 shares, respectively,
for the benefit of PT Bakrie & Brothers Tbk.
38
Share Issuance
Cost
Net
170,846,010
3,289,276,690
12,425,064
92,948,408
158,420,946
3,196,328,282
Total
3,460,122,700
105,373,472
3,354,749,228
Net Book
Value
Acquisition
Cost
Difference in Value
from Restructuring
Transactions of
Entities Under
Common Control
RHI Corporation
PT Imbang Tata Alam
Energi Mega Pratama Inc.
PT Tunas Harapan Perkasa
92,458,079
(43,635,241 )
238,407,446
165,058,249
200,000,000
38,400,000
239,420,000
2,609,113,573
(107,541,921 )
(82,035,241 )
(1,012,554 )
(2,444,055,324 )
Total
452,288,533
3,086,933,573
(2,634,645,040 )
Net Book
Value
Acquisition
Cost
Difference in Value
from Restructuring
Transactions of
Entities Under
Common Control
RHI Corporation
PT Imbang Tata Alam
Energi Mega Pratama Inc.
PT Tunas Harapan Perkasa
92,458,079
(43,635,241 )
238,407,446
165,058,249
200,000,000
38,400,000
239,420,000
2,599,869,500
(107,541,921 )
(82,035,241 )
(1,012,554 )
(2,434,811,251 )
Total
452,288,533
3,077,689,500
(2,625,400,967 )
39
2008
(One Year)
2007
(One Year)
2006
(As restated Note 4)
(One Year)
359,874,407
185,049,844
77,061,371
54,123,914
25,538,461
-
666,528,369
111,333,672
69,925,342
67,800,072
896,401,296
47,082,360
-
621,667,715
288,286,932
50,050,834
53,629,047
3,088,226
37,694,399
83,125,513
-
123,254,175
51,970,565
267,694,792
99,487,960
64,739,657
852,313,140
Total
701,647,997
1,859,071,111
1,137,542,666
1,459,460,289
2008
(One Year)
2007
(One Year)
2006
(As restated Note 4)
(One Year)
359,874,407
185,049,844
77,061,371
54,123,914
-
666,528,369
111,333,672
69,925,342
896,401,296
-
621,667,715
288,286,932
50,050,834
53,629,047
37,694,399
-
123,254,175
51,970,565
267,694,792
99,487,960
852,313,140
Total
676,109,536
1,744,188,679
1,051,328,927
1,394,720,632
Oil sold for the six-month period ended June 30, 2009 and for the years ended December 31, 2008,
2007 and 2006 are Rp473 billion, Rp1,421.6 billion, Rp890.4 billion and Rp1,066.7 billion. Gas sold
for the six-month period ended June 30, 2009 and for the years ended December 31, 2008, 2007 and
2006 are Rp227,9 billion, Rp 437.5 billion, Rp247.1 billion and Rp392.8 billion.
2008
(One Year)
2007
(One Year)
2006
(As restated Note 4)
(One Year)
Production
Production support
Depreciation, depletion and amortization
(Note 14)
Workover
244,312,561
174,838,968
488,409,712
300,701,068
387,027,140
203,190,082
324,753,565
321,312,547
124,308,827
49,060,194
214,228,363
70,031,722
127,053,232
77,939,333
236,789,368
47,694,910
Total
592,520,550
1,073,370,865
795,209,787
930,550,390
40
2008
(One Year)
2007
(One Year)
2006
(As restated Note 4)
(One Year)
58,962,433
7,920,734
7,666,888
2,839,190
1,997,662
1,343,322
701,068
125,535
7,566,030
120,225,733
34,066,651
13,234,132
13,277,092
7,855,009
7,474,269
2,411,544
715,803
3,884,554
96,172,079
30,607,866
11,434,368
10,699,315
4,857,452
6,006,642
2,464,455
2,187,132
14,300,091
91,460,025
86,642,347
15,077,587
8,879,427
5,208,796
3,634,723
2,344,706
1,377,897
7,869,163
Total
89,122,862
203,144,787
178,729,400
222,494,671
2008
(One Year)
2007
(One Year)
2006
(As restated Note 4)
(One Year)
Interests charges
Other financing charges
326,925,708
-
495,794,812
264,526,614
267,492,767
50,993,494
241,907,293
10,380,360
Total
326,925,708
760,321,426
318,486,261
252,287,653
41
2008
2007
2006
(As restated Note 4)
34,072,481
19,878,203
16,116,163
17,272,365
87,900
5,702,696
34,181,922
44,378,569
106,291,237
9,124,948
386,113
16,765,624
34,640,132
46,832,118
97,706,261
10,341,420
239,040
13,471,959
17,137,060
31,787,658
44,951,434
8,895,511
131,949
17,760,937
25,670,478
15,977,356
17,297,126
-
Total
233,839,753
226,549,871
132,598,825
94,110,211
On November 28, 2006, the Directorate General of Taxation issued Tax Assessment Letter on
Under Payment (SKPKB) for corporate income tax and income tax article 26 (4) for Costa for the
years 1997, 1998, 2000, 2001 and 2002 totaling US$8,860,992. On February 27, 2007, Costa
submitted their Objection Letter to the Tax Office and filed the lawsuit to the State Administration
Court opposing such SKPKB. Up to completion date of the interim consolidated interim financial
statements, the Tax Service Office has rejected the Objection Letter. However, the lawsuit is still
under process.
In October and November 2007, Bentu has received Tax Assessment Letters for interest penalty
on late payment of VAT and witholding tax article 23 amounting to Rp4,153,062 and Rp3,054,
respectively.
On March 7, 2007, IMG received SKPKB for VAT amounting to Rp6,265,260 from Directorate
General of Taxation and has been paid by IMG amounting to Rp3,174,381 on November 22,
2007. On June 2007, the Directorate General of Taxation issued an additional tax assessment
letter of VAT of IMG amounting to Rp1,384,078.
b. Tax Benefit (Expense)
Details of tax benefit (expense) of the Company and its Subsidiaries were as follows:
December 31,
2008
(One Year)
2007
(One Year)
2006
(As restated Note 4)
(One Year)
(16,807,374 )
(42,220,475 )
(44,483,763 )
(39,050,544 )
(16,807,374 )
(42,220,475 )
(44,483,763 )
(39,050,544 )
16,540,916
63,210,934
11,647,798
(24,891,119 )
16,037,292
195,876,726
66,515,790
(7,106,122 )
79,751,850
(13,243,321 )
211,914,018
59,409,668
62,944,476
(55,463,796 )
167,430,255
20,359,124
42
2008
(One Year)
2006
(As restated Note 4)
(One Year)
2007
(One Year)
(308,159,739 )
18,587,838
(51,792,493 )
(283,755,508 )
(232,342,759 )
134,082,822
19,634,413
(59,683,791 )
(75,816,980 )
(115,494,984 )
(71,426,906 )
(224,071,717 )
1,009,359
896,488
1,433,281
1,727,799
11,475,148
9,176,505
6,971,418
(3,058,710 )
3,715,758
(8,150,705 )
21,432,869
(12,123,292 )
18,814,200
(5,514,092 )
895,089
3,394,206
25,653,800
15,867,413
3,785,696
(72,422,774 )
(89,841,184 )
(55,559,493 )
(220,286,021 )
(359,947,098 )
(30,123,120 )
-
(261,377,664 )
(8,728,250 )
-
(276,592,400 )
70,774,229
(56,306,379 )
-
(462,492,992 )
(359,947,098 )
(261,377,664 )
(276,592,400 )
No provision for current income tax was made for the six-month period ended June 30, 2009 and
for the years ended December 31, 2008, 2007 and 2006 because the Company was still in a
fiscal loss position.
In these interim consolidated interim financial statements, the amount of 2009 fiscal loss is based
on the preliminary calculation, as the Company is not yet required to submit its corporate income
tax return.
Fiscal losses in 2008, 2007 and 2006 above are in accordance with the Companys corporate
income tax return (SPT PPh Badan) submited to the Tax Office.
43
January 1,
Deferred Tax Assets
Fiscal loss
Employee benefits
Oil and gas properties
Non-capital inventory
Unrecoverable charges
Credited
(Charged) to
Statements of
Income
Translation
Adjustment
June 30,
73,434,789
9,028,174
(879,606,791 )
(54,906,165 )
1,524,017,073
(710,822 )
53,604,527
3,505,439
(101,565,515 )
16,387,554
2,454,506
60,055,921
1,683,412
22,857,806
89,822,343
10,771,858
(765,946,343 )
(49,717,314 )
1,445,309,364
671,967,080
(45,166,371 )
103,439,199
730,239,908
19,915,137
(588,345,186 )
(51,102,292 )
(2,016,394 )
41,726,980
3,136,613
9,042,986
(35,930,545 )
3,200,210
26,941,729
(582,548,751 )
(44,765,469 )
Total
(619,532,341 )
42,847,199
(23,687,349 )
(600,372,491 )
Total
79,751,850
2008
January 1,
Deferred Tax Assets
Fiscal loss
Employee benefits
Oil and gas properties
Non-capital inventory
Unrecoverable charges
Translation
Adjustment
Credited
(Charged) to
Statements of
Income
December 31,
61,852,018
6,438,048
(612,692,030 )
(32,908,779 )
1,068,212,208
1,085,961
(118,812,603 )
(7,261,761 )
203,650,980
11,582,771
1,504,165
(148,102,158 )
(14,735,625 )
252,153,885
73,434,789
9,028,174
(879,606,791 )
(54,906,165 )
1,524,017,073
490,901,465
78,662,577
102,403,038
671,967,080
7,269,820
(390,489,389 )
(37,302,537 )
2,498,675
(78,910,456 )
(6,952,095 )
10,146,642
(118,945,341 )
(6,847,660 )
19,915,137
(588,345,186 )
(51,102,292 )
Total
(420,522,106 )
(83,363,876 )
(115,646,359 )
(619,532,341 )
Total
(13,243,321 )
44
January 1,
Deferred Tax Assets
Fiscal loss
Employee benefits
Oil and gas properties
Non-capital
inventories
Unrecovered cost
Total
Translation
Adjustment
Deduction
Credit
(Charged) to
Statement of
Income
December 31,
83,038,648
7,142,912
(605,646,340 )
(1,507,053 )
223,862,332
238,725
(26,203,840 )
(21,186,630 )
563,464
(204,704,182 )
61,852,018
6,438,048
(612,692,030 )
(63,425,094 )
840,114,043
28,799,109
(279,984,744 )
(1,815,045 )
42,343,002
3,532,251
465,739,907
(32,908,779 )
1,068,212,208
261,224,169
(28,830,356 )
14,562,842
243,944,810
490,901,465
Deferred Tax
Liabilities
Employee benefits
Oil and gas properties
Non-capital
inventories
5,519,158
(317,910,982 )
288,925
(15,802,315 )
1,461,737
(56,776,092 )
7,269,820
(390,489,389 )
(37,746,947 )
(1,606,893 )
2,051,303
(37,302,537 )
Total
(350,138,771 )
(17,120,283 )
(53,263,052 )
(420,522,106 )
211,914,018
21,232,260
2006
(As restated - Note 4)
January 1,
Deferred Tax Assets
Fiscal loss
Employee benefits
Oil and gas properties
Non-capital inventories
Unrecovered cost
Translation
Adjustment
Credited
(charged) to
Statements of
Income
December 31,
16,943,175
3,818,187
(156,023,529 )
(1,280,780 )
298,529,029
(273,822 )
20,239,726
1,099,327
(33,637,905 )
66,095,473
3,598,547
(469,862,537 )
(63,243,641 )
575,222,919
83,038,648
7,142,912
(605,646,340 )
(63,425,094 )
840,114,043
161,986,082
(12,572,674 )
111,810,761
261,224,169
2,581,527
(386,859,709 )
(29,841,660 )
88,747,816
(263,006 )
31,285,741
2,624,436
(6,012,823 )
3,200,637
37,662,986
(10,529,723 )
(82,734,993 )
5,519,158
(317,910,982 )
(37,746,947 )
-
Total
(325,372,026 )
27,634,348
(52,401,093 )
(350,138,771 )
Total
59,409,668
Management believes that the deferred tax assets are recoverable in future periods.
45
(244,687,764,169 )
14,400,813,372
(16.99 )
2008
(One Year)
2007
(One Year)
(34,943,284,266 ) 115,637,761,273
14,400,813,372
(2.43 )
14,400,813,372
8.03
2006
(As restated Note 4)
(One Year)
(263,396,384,448 )
14,077,118,776
(18.71 )
The Company did not calculate diluted earnings per share since the Company has no shares that
have a potential dilutive effect for the six-month period ended June 30, 2009, and the years ended
December 31, 2008, 2007 and 2006.
46
:
:
:
:
:
:
12% per annum for 2009 and 2008 (10% per annum for 2007 and 2006)
10% per annum
Commissioner Standard Ordinary (CSO) - 1980
10% of Commissioner Standard Ordinary (CSO) - 1980
Projected Unit Credit
Age 15-29 = 6% per annum, age 30-34 = 3% per annum, age 35-39
=1.8% per annum, age 40-50 = 1.2% per annum, age 51-52 = 0.6% per
annum and age > 52 = 0% for 2009 and 2008 (Age 18-45 = 1% per
annum and age > 46 = 0% for 2007 and 2006)
: 56 years (all employees are assumed to retire at normal retirement age)
The employee benefits obligation for Costa for the six-month period ended June 30, 2009 were based
on the Subsidiarys estimation. The estimations were calculated based on based on the actuarial
reports prepared by PT Dian Artha Tama, an independent actuarial firm, in its reports dated
November 14, 2008. While the employee benefits obligations for the years ended
December 31, 2008, 2007 and 2006 were computed based on the actuarial reports prepared by
PT Dian Artha Tama, an independent actuarial firm, in its reports dated November 14, 2008,
September 24, 2007 and January 22, 2007, respectively. The computations used the following
assumptions at balance sheet date:
Discount rate
Future salary increases
Mortality rate
Disability rate
Actuarial method
Resignation rate
Normal retirement age
:
:
:
:
:
:
:
The employee benefits obligation for Semco for the six-month period ended June 30, 2009 were
computed based on the actuarial reports prepared by PT Bumi Persada Aktuaria, an independent
actuarial firm, in its reports dated August 14, 2009. While the employee benefits obligations for the
years ended December 31, 2008, 2007 and 2006 were computed based on the actuarial reports
prepared by PT Padma Radya Aktuaria, an independent actuarial firm, in its reports dated
December 3, 2008, February 29, 2008 and January 22, 2007, respectively. The computations used
the following assumptions at balance sheet date:
Discount rate
Future salary increases
Mortality rate
Disability rate
Actuarial method
Resignation rate
: 12% per annum for 2009 (10% per annum for 2008, 2007 and 2006)
: 10% per annum (5% per annum for 2008, 2007 and 2006)
: Commissioner Standard Ordinary (CSO) - 1980 for 2009 (100% of Tabel
Mortalita Indonesia 2 for 2008, 2007 and 2006)
: 10% of Commissioner Standard Ordinary (CSO) - 1980 (5% of Tabel
Mortalita Indonesia 2 for 2008, 2007 and 2006)
: Projected Unit Credit
: Age 15-29 = 6% per annum, age 30-34 = 3% per annum, age 35-39
=1.8% per annum, age 40-50 = 1.2% per annum, age 51-52 = 0.6% per
annum and age > 52 = 0% for 2009 (1% per annum for 2008, 2007 and
2006)
: 56 years (all employees are assumed to retire at normal retirement age)
47
2008
(One Year)
2007
(One Year)
2006
(As restated Note 4)
(One Year)
8,418,406
9,327,558
2,247,249
1,204,406
-
16,050,254
10,910,718
2,005,421
4,555,680
-
10,351,792
9,093,848
5,599,285
304,346
(6,795,564 )
9,217,092
8,546,747
12,552,051
(98,282 )
(3,881,266 )
21,197,619
33,522,073
18,553,707
26,336,342
2008
(One Year)
2007
(One Year)
2006
(As restated Note 4)
(One Year)
162,949,232
(5,806,181 )
(21,686,624 )
153,363,560
(10,690,809 )
(22,823,680 )
105,296,122
(16,027,553 )
71,624
92,996,652
(9,025,867 )
83,665
135,456,427
119,849,071
89,340,193
84,054,450
2008
(One Year)
2007
(One Year)
2006
(As restated Note 4)
(One Year)
119,849,071
(1,074,286 )
(4,515,977 )
89,340,193
2,086,241
1,114,303
(6,213,739 )
84,054,450
(12,514,920 )
1,943,103
(2,696,147 )
70,423,113
(10,752,767 )
(1,952,238 )
21,197,619
33,522,073
18,553,707
26,336,342
135,456,427
119,849,071
89,340,193
84,054,450
48
Mining
Elimination
Consolidated
NET SALES
External sales
701,647,997
701,647,997
RESULT
Segment result
109,127,447
109,127,447
Unallocated expenses
(89,122,862 )
20,004,585
(326,925,708 )
(1,238,616 )
(308,159,739 )
62,944,476
(245,215,263 )
527,499
Net loss
(244,687,764 )
OTHER INFORMATION
Assets
Segment assets
Unallocatable assets
6,513,853,717
16,045,490,918
(11,463,016,056 )
11,826,568,487
(862,811,411 )
(13,653,194,619 )
6,623,383,290
11,096,328,579
730,239,908
(7,892,622,740 )
(600,372,491 )
(8,492.995.231 )
455,857,691
455,857,691
701,068
124,308,827
125,009,895
Mining
Elimination
Consolidated
SALES
External sales
1,859,071,111
1,859,071,111
RESULT
Segment result
785,700,246
785,700,246
Unallocated expenses
(203,144,787 )
582,555,459
(760,321,426 )
196,353,805
18,587,838
(55,463,796 )
(36,875,958 )
1,932,674
Net loss
(34,943,284 )
49
Mining
16,350,884,262
8,116,365,438
Elimination
Consolidated
(12,512,594,251 )
12,626,622,529
(8,449,468,372 )
(7,104,107,440 )
7,293,187,484
11,954,655,449
671,967,080
(8,260,388,328 )
(619,532,341 )
(8,879,920,669 )
1,324,528,944
1,324,528,944
2,411,544
214,228,363
216,639,907
Mining
Elimination
Consolidated
SALES
External sales
1,137,542,666
RESULT
Segment result
342,332,879
1,137,542,666
342,332,879
Unallocated expenses
(178,729,400 )
163,603,479
(318,486,261 )
103,090,289
(51,792,493 )
167,430,255
115,637,762
-
Net profit
115,637,762
OTHER INFORMATION
Assets
Segment assets
Unallocatable assets
10,794,160,616
5,101,710,354
(7,011,991,596 )
9,374,780,839
(2,491,089,510 )
(5,032,330,411 )
1,921,441,394
8,883,879,374
490,901,465
(5,601,978,527 )
(420,552,106 )
(6,022,530,633 )
833,396,589
833,396,589
2,464,455
127,053,232
129,517,687
50
Mining
Elimination
Consolidated
SALES
External sales
1,459,460,289
RESULT
Segment result
528,909,899
1,459,460,289
528,909,899
Unallocated expenses
(222,494,671 )
306,415,228
(252,287,653 )
(337,883,083 )
(283,755,508 )
20,359,124
(263,396,384 )
-
Net loss
(263,396,384 )
OTHER INFORMATION
Assets
Segment assets
Unallocatable assets
5,023,884,828
9,214,435,433
(5,674,148,696 )
8,825,395,734
(505,622,577 )
(8,195,336,364 )
2,120,437,468
8,564,171,565
261,224,169
(6,580,521,473 )
(350,138,771 )
(6,930,660,244 )
2,111,486,367
2,111,486,367
2,344,706
236,789,368
239,134,074
Secondary Segment
The Company and Subsidiaries are operating in two main geographical areas, domestic and
international.
Sales Based on Market
The following are the Company and Subsidiaries sales based on geographical market regardless of
the location of the production of oil and gas:
December 31,
2008
(One Year)
2007
(One Year)
2006
(As restated Note 4)
(One Year)
Geographical market
Domestic
Jakarta
East Java
Riau
International
Singapore
262,111,215
54,123,914
25,538,461
666,528,369
228,341,374
67,800,073
421,463,279
53,629,047
3,088,226
384,405,013
123,254,175
-
359,874,407
896,401,295
659,362,114
951,801,101
Total
701,647,997
1,859,071,111
1,137,542,666
1,459,460,289
51
52
53
The extension can be automatically carried out unless terminated by both parties.
Based on the agreement, ETJ shall assist Subsidiaries in keeping the required books of accounts
and other records applicable in Indonesia for oil and gas industries. ETJ shall also deliver to
Subsidiaries a monthly report of operational and administrative matters and activities and provide
access to duly authorized parties of Subsidiaries to examine or inspect the books of accounts and
records prepared by ETJ. ETJ was also appointed as cash manager and authorized signatory in
respect of each of Subsidiaries bank accounts, without limitation, in making payment of
expenditures on behalf of Subsidiaries. ETJ shall arrange the use of Subsidiaries funds as
necessary and use any of Subsidiaries money being managed by ETJ to fund expenditures of
other related parties having a similar agreement with ETJ as deemed necessary. ETJ shall also
maintain separate and individual clean records of the inter-company payables and receivables
status of Subsidiaries and update them on a regular basis.
All costs and expenses incurred by ETJ in relation to the above mentioned purposes shall be
chargeable to Subsidiaries. All interest arising from Subsidiaries funds in ETJs bank account
shall be credited to Subsidiaries.
c. The Subsidiaries Sale and Purchase Gas Agreements
(1) KEIL and EEKL
On July 7, 2005, for Gas Sale Purchase Agreements (the GSAs) between EEKL, KEIL and
BPMIGAS (as sellers); PT Pembangkit Jawa Bali, PT Perusahaan Gas Negara (Persero) Tbk,
and PT Petrokimia Gresik as buyers. Pursuant to GSA, The buyer shall pay for gas sales to
Trustee (HSBC) and the Trustee shall receive, hold, manage and disburse amounts paid by
buyers under the GSAs (Note 12).
On October 30, 2007, KEIL entered into certain amendments of the Sale and Purchase of
Gas Agreements that had been agreed in December 2005 with:
a. PT Perusahaan Listrik Negara (Persero), which shall expire on the earlier of; March 31,
2027, or the volume of 368.7 TBTU having been fullfiled;
b. PT Petrokimia Gresik, which shall expire on the earlier of: June 30, 2018, or the volume of
241.86 BSCF having been fullfiled;
c. Pertamina/PT Pertagas, which shall expire on the earlier of: March 31, 2019, or the
volume of 221 TBTU having been fullfiled; and
d. PT Indogas Kriya Dwiguna, which shall expire on the earlier of following; February 6,
2021, or the volume of 79.2 TBTU having been fullfiled.
54
On December 22, 2006, all conditions have been fulfilled, all parties agreed that the
agreement become efective.
The agreement shall be effective until July 15, 2020, or when the volume of gas supplied
has reached 146 Billion Cubic Feet (BCF), whichever occurs earlier.
On August 28, 2009, the Amandment Agreement was signed by all parties whereas
agreed to change among other the following terms and conditions:
-
To change the gas price at certain rates depend upon the agreed conditions.
The agreement shall be effective until May 19, 2021, or when the volume of gas
supplied has reached 128,619 BBTU, whichever occurs earlier.
b. On October 30, 2007, Bentu entered into the Sales and Purchase Gas Agreements with
PT Riau Andalan Pulp & Paper that shall expire on the earlier of: January 31, 2020, or the
volume of 86.7 BCF having been fullfiled.
(3) Semco
a. On October 31, 2005, PT Pertamina (Persero) signed a Sales and Purchase Gas
Agreement with PT Perusahaan Listrik Negara (Persero) in the amount of 79,026 BBTU
from Semberah field (Semco), which shall end on November 16, 2015, or when total
contract volume has been reached, whichever occurs earlier.
b. On July 22, 2008, PT Pertamina (Persero) signed the Sales and Purchase Gas
Agreement with Virginia Indonesia Co LLC (VICO) in the amount of 15 MMSCF per day
from Semberah field (Semco), which shall valid within 1 year from the date of the Gas
Supply Agreement signed on October 24, 2008.
On July 23, 2009, the Amandment of Sales and Purchase Gas Agreement was signed by
all parties whereas agreed to change the following terms and conditions:
-
The agreement shall valid until December 31, 2009 or until PT Perusahaan Listrik
Negara (Persero) ready to receive the gas from Semberah, whichever occurs earlier;
and
The gas price is based on the following formula: (5% x ICP) + 1.
55
35. CONTINGENCIES
The Company and its Subsidiaries operations are subject to Indonesian laws and regulations
governing the discharge of materials into the environment or otherwise relating to environmental
protection. These laws and regulations may require the acquisition of a permit before drilling
commences, which may restrict the types, quantities and concentration of various substances that can
be released into the environment in connection with drilling and production activities, limit or prohibit
drilling activities on certain lands lying within wilderness, wetlands and other protected areas, require
remedial measures to prevent pollution resulting from the Company and its Subsidiaries operations.
The Government has imposed environmental regulations on oil and gas companies operating in
Indonesia and in Indonesian waters. Operators are prohibited from allowing oil into the environment
and must ensure that the area surrounding any onshore well is restored to its original state insofar as
this is possible after the operator has ceased to operate on the site.
Management believes that the Company and its Subsidiaries are in compliance with current
applicable environmental laws and regulations.
56
January 1,
133,325,001
4,428,693
Total
137,753,694
Addition
Translation
Adjustment
Adjustment
772,806
-
(8,887,088 )
(293,224 )
June 30,
125,210,719
4,135,469
129,346,188
2008
Area of Interest
January 1,
110,094,616
28,084,258
Total
138,178,874
Addition
4,722,251
-
Translation
Adjustment
Adjustment
(24,978,352 )
18,508,134
1,322,787
December 31,
133,325,001
4,428,693
137,753,694
2007
Area of Interest
Malacca Strait PSC
Kangean PSC
Total
January 1,
85,644,827
18,040,000
Addition
Translation
Adjustment
Adjustment
20,047,086
8,971,393
4,402,703
1,072,865
103,684,827
December 31,
110,094,616
28,084,258
138,178,874
2006
Area of Interest
January 1,
73,214,347
9,830,000
Total
83,044,347
Addition
18,758,161
9,164,000
Translation
Adjustment
Adjustment
-
(6,327,681 )
(954,000 )
December 31,
85,644,827
18,040,000
103,684,827
57
US$
Euro
US$
US$
US$
US$
US$
US$
Equivalent in
Rupiah
10,255,648
26,660
132,261,350
11,865,976
8,154,311
136,984,226
47,749,345
12,740,729
104,864,005
384,761
1,352,372,301
121,329,604
83,377,828
1,400,663,715
488,237,350
130,273,952
Total Assets
Liabilities
Trade payables
Other payables
Accrued expenses
Due to related parties
Long-term loans
Site restoration obligation
3,681,503,516
US$
US$
US$
US$
US$
US$
58,844,466
36,134,153
29,068,153
6,497,648
593,956,403
12,649,994
537,661,884
369,471,718
297,221,860
66,438,451
6,073,204,223
129,346,188
Total Liabilities
7,473,344,324
Net Liabilities
3,791,840,808
US$
Euro
US$
US$
US$
US$
US$
US$
18,747,373
1,863
127,860,493
16,476,173
25,268,958
135,635,861
75,594,131
12,580,246
Total Assets
Liabilities
Trade payables
Other payables
Accrued expenses
Due to related parties
Long-term loans
Site restoration obligation
Equivalent in
Rupiah
205,283,736
28,746
1,400,072,403
180,414,099
276,695,000
1,485,212,678
827,755,738
137,753,693
4,513,216,093
US$
US$
US$
US$
US$
US$
35,512,747
30,571,572
52,415,374
6,501,518
581,091,403
12,522,849
388,864,577
334,758,712
573,948,344
71,191,624
6,362,950,866
137,453,694
Total Liabilities
7,869,167,817
Net Liabilities
3,355,951,724
58
US$
Euro
US$
US$
US$
US$
US$
US$
Equivalent in
Rupiah
47,253,662
6,930
76,776,250
28,711,569
21,120,582
126,372,996
67,658,812
11,688,567
445,082,244
95,354
723,155,499
270,434,267
198,934,758
1,190,307,248
637,278,346
110,094,615
Total Assets
Liabilities
Trade payables
Other payables
Accrued expenses
Due to related parties
Long-term loans
Site restoration obligation
Subsidiarys dividend tax liabilities
3,575,382,331
US$
US$
US$
US$
US$
US$
US$
29,155,814
11,856,368
60,278,431
6,514,852
405,841,482
14,670,228
39,351,080
274,618,618
111,675,134
567,762,546
61,363,392
3,822,620,926
138,178,874
370,647,819
Total Liabilities
5,346,867,309
Net Liabilities
1,771,484,978
US$
Euro
US$
US$
US$
US$
US$
US$
67,650,786
6,884
33,874,448
40,700,453
104,952,642
18,566,196
9,494,992
22,044,678
Total Assets
Liabilities
Trade payables
Other payables
Accrued expenses
Due to related parties
Long-term loans
Site restoration obligation
Subsidiarys dividend tax liabilities
Equivalent in
Rupiah
610,210,093
81,635
305,547,523
367,118,093
946,672,828
167,467,089
85,644,826
198,842,996
2,681,585,083
US$
US$
US$
US$
US$
US$
US$
48,042,580
9,967,936
42,811,986
22,044,678
547,750,000
11,494,992
22,044,678
433,344,074
89,910,786
386,164,115
198,842,992
4,940,705,000
103,684,827
198,842,992
Total Liabilities
6,351,494,786
Net Liabilities
3,669,909,703
59
The approval from the Companys stockholders at a General Meeting of Stockholders and of
Bapepam-LK in respect of the transaction above.
Receipt of a letter from the credit facility agent acknowledging that on payment by EMP Inc. of the
credit facility amount, EMP Inc.s debt will be discharged in full under the credit facility agreement.
Termination of the old Joint Operating Agreement (JOA) and execution of new JOA, Shareholders
Agreement, Definitive Agreement and other completion agreements.
The transaction involves MC and Japex subscribing for new shares in EMP Inc. to dilute the
Companys shareholding from 100% to 50%.
Based on the opinion of legal consultant Hadiputranto, Hadinoto & Partner dated May 15, 2007, the
specific conditions precedent as stipulated in the agreement dated March 6, 2007 have been satisfied.
Therefore, the transaction of EMP Inc.s new shares issuance become effective on May 16, 2007.
Based on the EMP Incs director resolution dated February 21, 2008, EMP Inc declared the final
dividend amounting to US$7,791,944.22 to the Company in respect of the Agreement of New Shares
Subscription in EMP Inc as above.
60
PSAK No. 26 (Revised 2008) - Borrowing Costs (effective for financial statements for the period
commencing from on or after January 1, 2010).
PSAK No. 50 (Revised 2006) - Financial Instruments: Presentation and Disclosure (effective for
financial statements for the period commencing from on or after January 1, 2010).
PSAK No. 55 (Revised 2006) - Financial Instruments: Recognition and Measurements (effective
for financial statements for the period commencing from on or after January 1, 2010).
The Company and its Subsidiaries are evaluating the impact on the consolidated interim financial
statements as a result of the adoption of the above new accounting standards.
Receipt by INPEX Masela Ltd of necessary written approvals for the farm-out of the Acquired
Assets to EMP EI from BPMIGAS and other required parties, including the consent of the
Japan Oil, Gas and Metals National Corporation, a shareholder of INPEX Masela Ltd.
Receipt by INPEX Masela Ltd of the cash purchase consideration for the Acquisition;
Approval of the Acquisition by the shareholders of the Company;
Receipt by INPEX Masela Ltd of a fully executed, but undated Masela JOA;
Receipt by INPEX Masela Ltd of notice from EMP EI that it has completed its due diligence in
respect of the Acquired Assets and wishes to proceed with the assignment of the Acquired
Assets.
61
62
63
1)
Crude Oil
Kangean
2)
Gelam
3)
Semberah
Crude Oil
4)
Gas and
Crude Oil
Gebang
5)
Korinci Baru
6)
Gas
Bentu
7)
Gas
34,529
(3,352 )
211,923
35,000
(3,488 )
5,116
(123 )
22,399
(166 )
31,177
243,435
4,993
22,233
31,177
4,352
(3,069 )
243,435
(2,922 )
4,993
(117 )
32,460
240,513
32,460
7,420
(3,281 )
335
882
(196 )
12,595
-
48,273
-
1,021
12,595
48,273
22,233
(647 )
1,021
(121 )
12,595
(357 )
48,273
-
4,876
21,586
900
12,238
48,273
240,513
(375 )
(2,080 )
4,876
(1,473 )
(72 )
21,586
(1,132 )
(1,060 )
900
5,693
(122 )
12,238
(1,043 )
48,273
-
36,599
238,058
3,331
19,394
6,471
11,195
48,273
36,599
(1,778 )
238,058
(1,234 )
3,331
(118 )
19,394
(456 )
6,471
(52 )
11,195
(573 )
48,273
-
34,821
236,824
3,213
18,938
6,419
10,622
48,273
64
1)
Crude Oil
Kangean
2)
Gelam
3)
Semberah
4)
Gas and
Crude Oil
Crude Oil
Gebang
5)
Korinci Baru
6)
Gas
Bentu
7)
Gas
23,868
(3,352 )
161,862
(23,167 )
(3,488 )
987
(123 )
6,547
(166 )
187
38
(196 )
2,661
-
23,062
-
20,516
135,207
864
6,381
29
2,661
23,602
20,516
10,602
(3,069 )
135,207
(2,922 )
864
(117 )
6,381
(647 )
29
92
(121 )
2,661
(357 )
23,602
-
28,049
132,285
747
5,734
2,304
23,602
28,049
4,731
(3,281 )
132,285
(6,998 )
(2,080 )
747
256
(72 )
5,734
3,258
(1,060 )
3,292
(122 )
2,304
(1,043 )
23,602
-
29,499
123,207
931
7,932
3,170
1,261
23,602
29,499
(1,778 )
123,207
(1,234 )
931
(118 )
7,932
(456 )
3,170
(52 )
1,261
(573 )
23,602
-
27,721
121,973
813
7,476
3,118
688
23,602
*) Units for gas and condensate have been converted from Billion Cubic Feet (BCF) and Million Barrels of Oil (MMBO) to Thousand Barrels Oil Equivalent
(MBOE).
65
66
Public Accountant
Main Duty
Legal Consultant
Main Duty
176
Notary Public
Main Duty
Independent Appraisal
Main Duty
Shares Registrar
Main Duty
Capital Market third party professionals for the purpose of Second Rights Offering all declare that they
are not affiliated either, direct or indirectly with the Company, as defined in Law No. 8 Year 1995
regarding Capital Market.
177
PT Danatama Makmur
PT Madani Securities
17,106,031,372
4,145,574,302
65.33
15.83
PT Danatama Makmur
Address
Danatama Square
Mega Kuningan Timur Blok C 6 Kav. 12 Jakarta
Telephone
No.
+6221 57974288
Facsimile
+6221 57974280
Ibanking@danatama.com
PT MADANI SECURITIES
Address
Telephone
No.
+6221 57948170
Facsimile
+6221 57948171
ib@madanisecurities.com
In the event that the rights offered in the Second Rights Offering are not fully subscribed by the holders
of rights, the remaining rights shares will be allotted to any other holders of rights who applied to
subscribe for more than their entitlement, in proportion to their relative shareholding on the cum rights
date.
If there are still remaining unsubscribed Rights Shares, such remaining shares shall be purchased by PT
Danatama Makmur and PT Madani Securities (the Standby Buyer(s)), each has undertaken to
exercise its rights to subscribe for 17,106,031,372 Rights Shares and 4,145,574,302 Rights Shares, at
the same price as the price of the second Limited Public Offering of the Company of Rp 185.- (one
hundred and eighty five Rupiah) per share, in accordance with the terms and conditions of the Standby
Buyer Agreement dated No. 157 tanggal 24 November 2009 and Amendment of the Standby Buyer
Agrement No. 51 tanggal 10 December 2009, Robert Purba, S.H, Notary Public in Jakarta.
178
b.
For the shareholders whose shares are under Collective Custody at KSEI, the Pre-Emptive Rights
will be electronically distributed through each IDX Members Securities Account or each Custodian
Bank at KSEI not later than 1 working day after the recording date on the Register of Shareholders
for the shareholders who are entitled for the Pre-Emptive Rights, on 13 January 2010 as of 16;00
Western Indonesian Time. The Prospectus, Additional Shares Purchase Request Form and other
forms can be obtained by the shareholders from each of its Exchange Members or its Custodian
Bank and can be obtained in the Companys Security Administration Bureau.
For the shareholders whose shares have not been converted into scriptless and have not been
included in Collective Custody at KSEI, the Company will issue the registered Certificate of
Evidence of Pre-Emptive Rights under the name of the shareholder.
For the shareholders residing in Jakarta and outside Jakarta, including the shareholders who do not
reside in Indonesia may collect the Certificate of Evidence of Pre-Emptive Rights (for the shareholders
which have not been included in the Collective Custody at KSEI), Prospectus, Additional Shares
Purchase Request Form and other Forms at the Companys Shares Registrar during working days and
business hours from 14 January 2010. The Shareholders are obliged to show its legitimate original copy
of Identity Card (ID Card/Passport/KITAS). For the shareholders who give the Power of Attorney to the
third party to collect the documents, such third party is obliged to submit its copies and the original
power of attorney signed by the shareholder which grant the third party and original and copy of the
shareholders Identity Card (ID Card/Passport/KITAS).
3. REGISTRATION/ IMPLEMENTATION OF PRE-EMPTIVE RIGHTS
The holders of the the Pre-Emptive Rights registered under the collective custody of KSEI who wish to
exercise their rights, including the holder of the Pre-Emptive Rights who do not reside in Indonesia, is
obliged to submit an application to exercise their rights through a Stock Exchange Member/ Custodian
Bank which manages their securities. Further, the Stock Exchange Member/ Custodian Bank must apply
for an instruction to exercise/subscribe to the shares through C-BEST in accordance with the rules
determined by KSEI. In giving its exercise instruction, the Stock Exchange Member/ Custodian Bank will
have to comply with the following conditions:
179
1.
2.
The holder of the Pre-emptive Right must provide sufficient funds at the time of submission of their
application
Have in their custody the Pre-emptive Right and the sufficient funds in the Securities Account of the
holder who wishes to exercise their pre-emptive right.
On the next working day, KSEI will submit the list of the Pre-emptive Right Holders Registry which have
exercised their Pre-Emptive Rights under the Collective Custody of KSEI and then remit these fundsto
the Companys account.
Shares derived from the exercising of Pre-Emptive Rights will be distributed by the Company
electronically to the accounts determined by KSEI to be further distributed by KSEI to each related Preemptive Right holders security account. The shares from the exercising of the Pre-Emptive Rights will
be distributed by the Company/ Registrar at the latest 2 (two) days after the exercise application is
received from KSEI and after funds have been received into the Companys account.
The shareholders either in Indonesia or abroad who have not listed their shares into the Collective
Custody at KSEI and wish to exercise their Pre-Emptive Rights must submit an application to exercise
their Pre-Emptive Rights to the Shares Registrar appointed by the Company, namely:
SHARES REGISTRAR
PT Ficomindo Buana Registar
Mayapada Tower Lt.10 Suite 2b Jl. Jenderal Sudirman Kav.28
Jakarta 12920
Telp : 021 521 2316
Fax : 021 521 2320
This can be done by submitting the following documents:
1.
2.
3.
4.
5.
b.
c.
Original Power of Attorney from the holder of the Pre-emptive Right to the Stock Exchange
Member/Custodian Bank to apply for the application to exercise the Pre-emptive Right and
conduct the management of securities of shares from the exercise of the Pre-emptive Right
under Collective Custody of KSEI to be registered under the name of the party giving the
attorney;
Original signed and completed Securities Subscription Form (FPE) issued by KSEI
The cost for splitting is Rp 3.300 (three thousand three hundred Rupiah) per Pre-emptive Right
including VAT.
The registration of the Pre-Emptive Rights execution is conducted in the Companys Shares Registrars
office. Registration can be made starting from 15 January 2010 to 8 February 2010 on Working days
and Business hours (Monday-Friday, 09:00 15:00 Western Indonesia Time).
In the event that the Pre-emptive Right Certificate is not completed in accordance with the instruction or
terms of subscription and purchase of shares or terms of payment as set forth in Pre-emptive Right
Certificate and the Prospectus, such non fulfillment may result in the rejection of the subscription
application. Pre-Emptive Rights will only be considered as exercised by the time the payment has been
received (in good funds) into the Companys account in accordance with the instruction or terms of
subscription and purchase in the Prospectus.
180
181
6. TERMS OF PAYMENT
Payment for shares subscription under this Second Rights Offering in which such subcription application
is submitted directly to the Companys Shares Registrar should need to be paid in full (in good funds) in
rupiah at the time of application of subcription either by cash, check, giro or account transfer or transfer
by including the number of Certificate of Evidence of Pre-emptive Right or Additional form and payments
should be remitted to the account of the Company as follows:
182
183
XIX. DESCRIPTION
ON
WARRANTS SERIES I
PRE-EMPTIVE
RIGHT
AND
Securities offered in this Second Rights Offering consist of 26,183,297,040 common shares with a
Nominal Value Rp. 100 (one hundred Rupiah) per share, with the offering price of Rp.185 per share so
that the total proceeds of Rp 4.843.909.952.400 which is derived from the unissued shares and will be
listed on the IDX. Any shareholder who has 11 Shares whose name is recorded in the Company
Shareholders Registry on 11 January 2010 as of 16.00 WIB has 20 Pre-Emptive Rights to purchase 20
shares with offering price of Rp. 185 (one hundred eighty-five rupiah) per share to be paid in full at the
time of exercising the pre-emptive right to purchase new shares. For every 16 of new shares resulted
from the execution of the pre-emptive right attached 3 Warrant Series I, where each 1 Warrant Series I
give rights to its holder to purchase 1 new share of the Company's issued from unissued capital of the
Company with a nominal value of Rp. 100 per share and the Execution Price of Rp. 190 (one hundred
ninety Rupiah) per share.
A. FACTS ABOUT PRE-EMPTIVE RIGHTS
Shares offered in the Second Rights Offering are issued under pre-emptive right which shall be
distributed to the entitled shareholders. Pre-Emptive Rights can be traded during the trading period
through the transfer of ownership of Pre-Emptive Rights using an overbooking method between the
Securities Account Holders in KSEI.
Pre-emptive Right holders who want to trade rights must have an account with the Securities Company
or Custodian Bank Securities who has listed as Securities Account Holders in KSEI.
1. SHAREHOLDERS WHO ARE ENTITLED TO THE PRE-EMPTIVE RIGHT
Shareholders of the Company whose names are recorded in the Companys Shareholders Registry
on 13 January 2009 as of 16:00 pm.
2. TRADING OF PRE-EMPTIVE RIGHTS
Pre-Emptive Rights may be sold or transferred during the trading period of the Pre-Emptive Rights,
starting on 15 January 2010 until 8 February 2010. Pre-emptive Right Holders who intend to transfer
their rights can be done through the Stock Exchange (through a Securities Agent / Agent officially
registered on the Stock Exchange) and outside the Stock Exchange in accordance with Capital
Market regulations.
All costs incurred in the process of transferring the Pre-emptive Right will be charged to the existing
Pre-emptive Right holder or the future holder of the Pre-Emptive Rights.
3. FORM OF PRE-EMPTIVE RIGHT
For the entitled shareholders who already deposited its shares collectively in KSEI, then their PreEmptive Rights entitlement will be received electronically in the Securities Companys Account and /
or the Custodian Bank in KSEI.
For shareholders who have not deposited its shares collectively in KSEI, then its Pre-Emptive Rights
will be issued in the form of Pre-emptive Right certificate containing the name and the address of
the shareholder, the number of shares owned, number of Pre-Emptive Rights that can be exercised
to purchase shares, the number of shares purchased, the amount to be paid, the amount of
additional shares purchased, endorsement column and other necessary information.
184
The value of the Pre-emptive Right offered by the legal holder of such Pre-emptive Right will vary
from time to time, based on market supply and demand.
For example, the Pre-emptive Right value calculation below is one of the ways to calculate the value
of the Pre-emptive Right, but there is no guarantee that the calculation value of Pre-emptive Right
herein would be the real value. The explanation below is expected to provide a general description
to calculate the value of Pre-emptive Right:
Assumption of the market price per one share = Rp. a
Second Rights Offering share price = Rp r
The number of shares existed before the Second Rights Offering = A
Number of Shares offered in the Second Rights Offering = R
(Rp a x A) + (Rp r x R)
(A + R)
= Rp X
185
Warrant Series I issued by the Company in the amount of 4.909.368.195 are registered Warrant Series.
Warrant Series I is issued free of charge to the new Shareholders as the result of the exercising of its
Pre-Emptive Rights of the Company whose names are recorded in the Allotment of Second Rights
Offering Registry maintained by the Allotment Manager on the date of allotment which is 11 February
2010. Warrant Series I are issued pursuant to the Deed of Warrant Series I Issuance of PT Energi Mega
Persada Tbk, No. 159 dated 24 November 2009, made before Notary Robert Purba, S.H.
The description of Warrant Series I below is the summary of the Deed of Warrant Series I Issuance, but
it is not a full copy of the entire terms and conditions set forth in such Deed. The complete copy can be
obtained or collected at the Company's office and the office of Administration Manager Warrants Series I
every day during working hours.
1.
Definition
a) Warrant Series I means of Warrant Series I Collective Letter or Proof of Ownership, evidencing
the first right to the holder as the result of the exercising shares of the Second Rights Offering,
to purchase the Execution Shares in accordance with the terms and conditions and Issuance of
Warrants Series I and by taking into account the Capital Market Regulations and the provisions
applied by of Indonesian Central Securities Custodian (KSEI).
b) Collective Letter Warrant Series I means the evidence of ownership of Warrant Series I in
certain multiplication issued by the Company, which contain name, address and numbers of
Warrant Series I and other matters in connection with the Warrant Series I.
c) Execution of Warrant Series I means the execution of new shares purchasers right by the
holder of Warrants Series I.
d) Exercise price is the price per share to be paid at the time of the execution of Warrant Series I
and as an initial the price of the execution being Rp 190 per share, whereby such initial price
can be adjusted should an adjustment of Warrants Series I as described in number 11 (eleven)
below occurs.
e) Execution Shares is new shares issued from the Company's unissued capital resulted from the
Execution Warrant Series I and constituted as the paid up and issued shares of the Company
which give the rights to the holder whose name is legally registered in the Company
Shareholders Registry the same rights with the remaining Shareholders the Company by taking
into account applicable provisions from KSEI.
2.
3.
186
The listed and registered Warrant Series I can be traded through IDX starting from 15 January 2010
to 14 January 2013. The Company has appointed the Share Registrar, PT Ficomindo Buana
Registrar as the Administration Manager of Warrant Series I pursuant to the Administration
Manager of Warrant Series I to record the holder of Warrant Series I in the Warrants Series I
Registry.
4.
5.
6.
7.
8.
Exercising Period
The exercise period shall be each working day, commencing from six (6) months after recording
date, i.e. 15 July 2010 until 14 January 2013 as of 16.00 Western Indonesian Time.
The holder of Warrant Series I shall be entitled to exchange any part or the whole of the warrant
into new shares. If the market price of the Companys shares is lower than the Warrant exercise
price, the warrant holders are not entitled to exchange the warrant into the new shares, as
theoretically the Warrant Series I issued by the Company is worthless. After expiration of the
Exercise Period, each of Warrant Series I which has not been exercised shall become worthless
and void in any matters and the Company shall have no obligation to issue new shares, and the
187
holder of Warrant Series I Holder shall have no right to any claim or compensation in whatsoever
form to the Company.
9.
b)
c)
During common business hour within the Exercise Period, each of the holder of Warrant
Series I may exercise their Warrant Series I into new shares issued from the Companys portfolio shares which as the result become the Exercised Shares based on terms and conditions
under the Warrant Series I Issuance Deed.
The exercising of Warrant Series I can be done at the Office of the Warrant Series I
Administration Manager.
On the Exercising Date, each of the holder of Warrant Series I who intends to exercise their
Warrant Series I into new shares, must submit the Exercising Form Document to the Warrant
Series I Administration Manager:
i. Exercising Form is attached to each Series I Collective Warrant with due observance to
the KSEI Regulation;
ii. Payment Receipt of the Exercising Price is evidence that the exercised price has been
paid by the holder of the Warrant Series I to the Company.
Upon the submission of the exercising documents, Warrant Series I Administration Manager must
provide a receipt for the submission of the Exercising documents (hereinafter referred to as
Receipt of Exercising Documents)
a.
b.
The holder of Warrant Series I who do not submit the Exercising Documents during the
Exercising Period shall not be entitled to exercise the Warrant Series I into shares.
c.
Within one (1) day after Warrant Series I Administration Manager received the Exercising
Documents, Warrant Series I Administration Manager will examine the completeness of the
Exercise Documents as well as the accuracy that the Warrant Series Is holder is registered
in the Warrant Series I Holder Registry.
In the next working day, Warrant Series I Administration Manager shall request confirmation
from the bank where the Company opened a special account to ensure that the payment of
the Exercise Price which has been received in good funds and request Companys approval
on whether the Warrant Series I can be exercised or not and the Company shall within the
next business day provide the approval to the Warrant Series I Administration Manager in
respect with the above.
Within three (3) working days after received of the Exercising Documents, Warrant Series I
Administration Manager will provide a confirmation to the holder of Warrant Series I on
whether the application to exercise is accepted or declined.
At the latest of four (4) working days after the Warrant Series I Administration Manager
receive Companys approval, the holder of Warrant Series I may exchange the Exercising
Document Receipt with the Exercised Shares to the Warrant Series I Administration Manager
and Warrant Series I Administration Manager must provide the Exercise Shares to the
respective holder of the Warrant Series I.
a.
For purpose of the acceptance of the payment of the exercise price and other fees in
respect with the exercising of the Warrant, the Company shall open a special account
and in the event that there is any amendment to the said special account the Company
through Warrant Series I Administration Manager will notify to the Warrant Series I
Holder in accordance with the provisions in the terms and conditions in respect with the
notification to Warrant Series I Holder.
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b.
In the event of a partial exercising of the Warrant Series I which represent under the
Series I Collective Warrant is occurred, then a separation of the said certificate shall
need to be done first with the cost that shall be borne by the holder of respective
Warrant Series. After that, the Warrant Series I Administration Manager, will issue new
Series I Collective Warrant registered under the name of holder of the Warrant Series I
Holder in amount equal to the Warrant Series I which has not been exercised pursuant
to the terms and condition procedures of Warrant Series I Exercise.
c.
The shares derived from the Exercising of the Warrant give the holder the same equal
right and degree with the other shares issued by the Company.
d.
The Company is obliged to bear all cost incurred in connection with the exercising of the
Warrant Series I into shares and the listing of the shares in IDX.
e.
In the event an adjustment to the exercising ratio of the Warrant Series I as governs in
the terms and conditions of the Warrant Series I price adjustment and the amount of
Warrant is occurred, the Company must immediately make a written notification the
Warrant Series I Administration Manager regarding the exercising ratio of the Warrant
Series I (including a summary statement concerning any facts which caused said
adjustment). Said notification shall be delivered no longer than thirty (30) calendar days
from when the facts that caused said adjustment is known, which shall be effectively in
accordance with the terms and conditions of the Notification to the holder of Warrant
Series I.
f.
If after the due date, the Warrant Series I has not been exercised, then the said holder
of Warrant Series I Holder cannot make any claim or compensation whatsoever to the
Company.
In the connection with the payment, all bank fees that arise in connection with the Warrant Series I
exercised shall be borne by the Warrant Series I Holder.
11. Exercising Price Adjustment and Amount of Warrant Series I
Execution Price of Warrant Series I is Rp. 190 (one hundred ninety Rupiah) for each share. In the
event that the Company make any action resulted in the change of its capital, exercising price and
amount of the Warrant Series I, which caused the change of Warrant Series, then the new
execution price and new Warrant Series I amount may become fractionional. In this event, the
Company shall make a round down of such a fraction. The exercise price adjustment and Warrant
Series I amount will be as follows:
a. Alteration of Nominal Value of the Companys share as a result from Merger,
Amalgamation, Stock Split
New Nominal Value each share
New Exercising Price
x A
Old Nominal value each share
Old Nominal value each share
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x B
New Nominal Value each share
A
B
The said adjustment shall be applied at the opening of trading in IDX with new nominal value
announce in two (2) Indonesian Language daily newspaper with wide circulation.
b.
(C+D)
(C+D)
New Warrant Series I Amount
x Y
C
C
D
Z
Y
= Amount of fully paid-up share and issued prior to the distribution Bonus Share,
Dividend Share
= Amount of fully paid-up share and issued resulted from distribution of Bonus
Share or Dividend Share or Share Increment resulted from Conversion, Merger or
Amalgamation.
= Exercising Price of Old Warrant Series I
= Initial amount of subscribed Warrant Series I
The said adjustment shall be applied at the time the Bonus Share or the Dividend Share
becomes effective which will be announced in two (2) Indonesian language daily newspapers
with wide circulation.
c.
xZ
E
E
xY
(EF)
E
F
G
H
Z
Y
If the theoritical price of the shares after rights issue with Pre-Emptive Rights is lower than
the nominal value, then the price of new Warrrants exercise will be in the nominal amount of
the shares which will be issued as a result of the exercising of the Warrant.
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This adjustment is applied effectively 1 (one) working day after the allotment date of of the
Public Offering.
12. Status of Warrant Series I
Warrant Series I issued shall be the Registered Warrant Series I of which is tradable for period of 3
(three) years starting from the date of its listing in IDX. This Certificate of Warrant Series I will have
serial number and signed by the President Commissioner and President Director in accordance
with the Companys Articles of Association and Indonesian prevailing laws and regulations.
Certificate of Collective Warrant Series I means certificates issued by the Company evidencing
ownership of more than 1 (one) Warrant Series I or more that owned by single holder of Warrant
Series I mentioning quantity of Warrant Series I.
The holder of Warrant Series I shall not have a voting right in any General Meeting of Shareholders
of the Company including to receive any kind of dividend, and shall not be entitled to any bonus
derived from additional paid in capital and dividend shares originating from profit capitalization, and
other rights attached to common shares of the Company until the Warrant Series I is exercised into
share.
13. Status of Shares Resulted From The Exercising of Warrant Series I
Share(s) derived from the exercising of the Warrants Series I issued from the Companys portfolio
shares shall be treated as paid up and issued shares of the Company and constituted as the capital
stock of the Company. Therefore, the Shareholder resulted from the legitimate exercising of the
Warrant shall have the same equal rights the other Shareholders of the Company. The recording of
the shares resulted from the Exercising of Warrant Series I in Company Shareholder Registry shall
be done at the exercising date.
14. Warrant Series I Holder Registry
An Administration Manager of the Warrant Series I has been appointed by the Company to maintain
the Warrant Series I Holder Registry which contains the number of the Certificates of Collective
Warrant Series I, te name and address of the holder of the Warrant Series I, and other matters
deemed required.
The Administration Manager of Warrant Series I shall also be in charge to administer the Warrant
Series I in connection with the trade transaction on the Stock Exchange covering transfers or
assignments and records of transactions results, including among others, the exercise of Warrant
Series I for the benefit of the Company.
15. Administration Manager of Warrant Series I
Company has appointed the Administration Manager of Warrant Series I as follows:
SHARE REGISTRAR
PT Ficomindo Buana Registar
Mayapada Tower Lt.10 Suite 2b Jl. Jenderal Sudirman Kav.28
Jakarta 12920
In this matter, Administration Manager of Warrant Series I shall have a duty to administer Warrant
Series I related to the trading transaction of Warrant Series I in Stock Exchange which comprise of
transfer or assignment and recording the transactions result, including among others, exercising
the rights of Warrant Series I for the interest of the Company.
16. Transfer or Assignment of Rights of Warrant Series I
The holder of Warrant Series I may transfer or assign the rights of Warrant Series I through a salepurchase transaction in the Stock Exchange, any party who obtains such rights of Warrant Series I
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can be registered as the holder of Warrant Series I by submitting valid evidence with regard to the
obtaining of such rights in accordance with the Indonesian prevailing laws and regulations.
Any party which has obtained such rights of the Warrant Series I resulting from a grant or bequest
(hibah) or inheritance as a result of the death of holder of the Warrant Serier-I or other cause
resulting in a transfer or assignment by law of such Warrant Series I ownership, may submit an
application for a transfer or assignment in writing with a Transfer Form addressed to the Company
through an Administration Manager Agency of Warrant Series I which shall act for and on behalf of
the Company, to be registered as the holder of Warrant Series I by submitting valid evidence and to
pay an administration fee and other fees incurred for the transfer or assignment of Warrant Series I.
Delivery of the complete document must be completed at the latest 3 (three) working days as of the
date of submission such application, in accordance with the prevailing Capital Market regulations.
In the event there is a transfer or assignment of the rights of Warrant Series I as a result from the
matters mentioned above caused a collective ownership of Warrant Series I by several persons
and/or entities, then, such person(s) or party(s) entity(s) who collectively owned the Warrant Series
I, is obligated to appoint one of them as representative to represent such holders and only the name
of such representative will be recorded in the Warrant Series I Holder Registry and this
representative shall be deemed as the legal and valid holder of such Warrant Series I and shall
have the rights to exercise and utilize the entire rights provided to the holder of Warrant Series I.
The Administration Manager of Warrant Series I shall only administer a registration in the Warrant
Series I Holder Registry if it has received an acceptable the supporting document and has been
approved by the Company in accordance with the prevailing Capital Market regulations.
Registration of transfer or assignment of the rights of Warrant Series I shall only be conducted by
the Company through Administration Manager of Warrant Series I which shall act for and on behalf
of the Company by taking a note regarding the transfer or assignment of such rights in Warrant
Series I Holder Registry in accordance with a deed of grant or bequest (hibah) signed by both
parties or based on other letters giving sufficient evidence about the transfer or assignment of the
rights of such Warrant Series I, in accordance with the prevailing Indonesian laws and regulations.
Transfer or assignment of such Warrant Series I shall be well recorded in Warrants Series I Holder
Registry as well as the related Collective Warrant Series I Certificate and shall be effective only
after registration of such transfer or assignment is recorded in the Warrant Series I Holder Registry.
17. Replacement of the Collective Warrant Series I Certificate
If Collective Warrant Series I Certificate is damaged or due to any other matters determined by the
Company and the Administration Manager of Warrant Series I declare the warrant is no longer
valid, the holder of such Collective Warrant Series I Certificate must submit written request to the
Company or Administration Manager of Warrant Series I.
Company through Warrants Administration Agency of Warrant Series I, shall give replacement of
the cancelled Collective Warrant Series I whereby the original cancelled Collective Warrant Series I
Certificate should be returned to the Company through Administration Manager of Warrant Series I
to be destroyed.
If Collective Warrant Series I Certificate is missing or destroyed, the new Collective Warrant Series I
Certificate will be issued after the holder deliver sufficient authentic evidence(s) and surrender
guarantees or securities deemed necessary by Administration Manager of Warrant Series I and
announced in Stock Exchange in accordance with Capital Market laws and regulations.
Company and or Administration Manager of Warrant Series I shall have rights to determine, select
and request guarantees or securities in connection with the evidence and replacement of loss of the
party whose submit a request of replacement of Collective Warrant Series I Certificate and other
matters deemed necessary to prevent Companys loss.
Company is responsible to submit written notification to BAPEPAM & LK and Stock Exchange in
connection with the re-issue of the missing or destroyed Collective Warrant Series I Certificate. In
this case, all cost in connection with the re-issuance of the replacement of the missing or destroyed
Collective Warrant Series I Certificate shall be for the account of the party who submit application
for replacement of Collective Warrant Series I Certificate.
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193
XX.
Prospectus together with preemptive rights to subscribe shares shall be made available to shareholders
of the Company whose names are registered in Company Shareholders Registry dated 11 January 2009
as of 16:00 WIB at Shares Registrar (Securities Administration BureauShares Registrar (BAE)) of the
Company.
SHARES REGISTRAR
PT Ficomindo Buana Registrar
Mayapada Tower, Lt 10 Suite 2B
Jl. Jend Sudirman Kav. 28
Jakarta 12920
HEAD OFFICE
Wisma Mulia Lt 33
Jl Jenderal Gatot Subroto No 42
Jakarta 12710
Tel : (62-21)52906250
Facsimile : (62-21)52906267
Website : http://www.energi-mp.com
Should by 12 January 2010 Shareholders of the Company whose names are registered in Company
Shareholders Registry dated 11 January 2009, do not receive or collect this Prospectus and preemptive
rights and fail to contact BAE (Securities Administration Bureau), then BAE (Securities Administration
Bureau) and Company shall not be held liable for any and all risks of losses thereof, as it merely the
responsibility of such shareholders.
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