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EGMS

: 31 Des 2009

Pre-Emptive Rights Cum Period:


- Regular and Negotiated Market
- Cash Market
Pre-Emptive Rights Ex Period:
- Regular and Negotiated Market
- Cash Market
Recording Date of Pre-Emptive Rights
Distribution of Pre-Emptive Rights
Listing on IDX

:
:
:
:
:
:
:
:

8 Jan 2010
13 Jan 2010
11 Jan 2010
14 Jan 2010
13 Jan 2010
14 Jan 2010
15 Jan 2010

Pre-Emptive Rights Trading Period


Pre-Emptive Rights Execution Period
End of Payment for the Additional Order
Pre-Emptive Rights Allotment
Distribution of the shares from the Pre-Emptive Rights
Refund of the excess of Additional Orders
Series I Warrant Trading Period:
- Regular and Negotiated Market
- Cash Market
Series I Warrant Execution Period
End of Validity Date of Series I Warrant

: 15 Jan 8 Feb 2010


: 15 Jan 8 Feb 2010
:
10 Feb 2010
:
11 Feb 2010
: 19 Jan 10 Feb 2010
:
12 Feb 2010
:
15 Jan 10 8 Jan 13
: 15 Jan 10 11 Jan13
: 15 Jul 10 14 Jan 13
:
14 Jan 13
:

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.)

PT ENERGI MEGA PERSADA Tbk.

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

SECOND RIGHTS OFFERING WITH PRE-EMPTIVE RIGHTS TO EXISTING SHAREHOLDERS


The Company is undertaking a second Rights Offering, with Pre-Emptive Rights to its existing shareholders, of 26,183,297,040 new common shares with a nominal value of Rp.100 per
share and Rp. 185 per share as the offering price, thus the total Rights Offering proceeds will be Rp. 4,843,909,952,400. Each shareholder who holds 11 (eleven) shares registered on
the Shareholders Registry of the Company as at 13 January 2009 at 4 PM is entitled to subscribe to 20 (twenty) shares at the offering price of Rp.185 (the Offering Price), each of
share Offering Price has to be paid in full at the time of subscribing to the shares. Each of the holders of 16 (sixteen) shares resulting from the exercising of Pre-Emptive Rights shall
receive 3 (three) Warrants whereby each of 1 (one) Warrant shall give a 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 of Warrant proceeds to be Rp. 932,779,957,050.
The Warrant Series gives the holder of the rights a right to purchase shares with a nominal value of Rp.100 per share, which can be executable on the execution period of 3 years,
starting from 15 July 2010 up to 14 January 2013 where each holder of 1 (one) warrant has the right to buy 1 (one) share of PT Energi Mega Persada Tbk. A Warrant holder does not
have the same rights as shareholders, including rights of dividend, until the Warrant is converted into shares. If the Warrant has not been converted into shares until the expiry date of
the Warrant, it will lapse and have no value.
All of the new shares derived from the exercise of the Rights Offering and Warrant Series are issued from the unissued capital of the Company and will be listed on the Indonesia Stock
Exchange (IDX).
In the event that the rights offered in the 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 Right 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 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 tanggal 24 November
2009 and Amendment of the Standby Buyer Agrement No. 51 dated 10 December 2009, notarized by Robert Purba, S.H, Notary Public in Jakarta.

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

IMPORTANT INFORMATION TO BE NOTED BY SHAREHOLDERS


CONSIDERING THAT THE SHARES OFFERED IS 26,183,297,040 NEW COMMON SHARES, ANY ENTITLED SHAREHOLDERS WHO DO NOT EXERCISE THEIR
RIGHTS TO PURCHASE RIGHTS SHARES OF THE COMPANY IN THE RIGHTS OFFERING IN ACCORDANCE WITH THEIR PROPORTIONAL SHARE OWNERSHIP
MAY EXPERIENCE A MATERIAL DILUTION OF THEIR SHAREHOLDING PERCENTAGE IN THE COMPANY, i.e. A MAXIMUM OF 64.52% AFTER THE EXERCISING
OF THE PRE-EMPTIVE RIGHTS AND A MAXIMUM OF 68.35% AFTER EXERCISING THE WARRANTS
THE COMPANY WILL NOT ISSUE COLLECTIVE SHARES CERTIFICATES IN THE RIGHTS OFFERING. THE RIGHTS SHARES WILL BE DISTRIBUTED
ELECTRONICALLY AND WILL BE ADMINISTERED IN THE COLLECTIVE CUSTODY OF THE INDONESIAN CENTRAL SECURITIES DEPOSITARY (PT
KUSTODIAN SENTRAL EFEK INDONESIA).
This Prospectus is published on 31 December 2009

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

TABLE OF CONTENTS .......................................................................................................................... i


DEFINITION AND ABBREVIATION ...................................................................................................... iii
SUMMARY ............................................................................................................................................. xi
I. SECOND RIGHTS OFFERING ...................................................................................................... 1
II. USE OF PROCEEDS OF THE SECOND RIGHTS
OFFERING .............................................. 5
III. INFORMATION ABOUT MATERIAL TRANSACTION PLAN ....................................................... 7
1.
Introduction ............................................................................................................................ 7
2.
Description of the Transaction ............................................................................................... 7
3.
The Convening of the Extraordinary Meeting of Shareholders ........................................... 16
4.
Value of Transaction and Payment Method ........................................................................ 17
5.
Independent Parties Appointed by Company ...................................................................... 17
6.
Opinion by Independent Parties Regarding Transactions ................................................... 17
7.
Information Regarding the Seller ......................................................................................... 20
8.
Conditions Precedent to be Fulfilled Upon the Implementation of the Transaction ............ 21
9.
Statement of the Board of Commissioners and Board of Directors of the Company .......... 21
10. Recommendation of the Board of Commissioners and Board of Directors......................... 21
IV. STATEMENT OF INDEBTEDNES ............................................................................................... 22
V. SUMMARY OF MATERIAL FINANCIAL DATA .......................................................................... 28
VI. ANALYSIS AND DISCUSSION BY MANAGEMENT .................................................................. 30
1.
General ................................................................................................................................ 30
2.
Key Drivers of the Companys Results of Operations ............................................................ 31
3.
Finance ................................................................................................................................ 37
4.
Cash Flows from Financing Activities .................................................................................... 48
5.
Foreign Currency Transactions and Translation..................................................................... 49
6.
Risk Management ................................................................................................................ 49
VII. BUSINESS RISK .......................................................................................................................... 51
VIII. IMPORTANT EVENTS AFTER ACCOUNTANT REPORT DATE............................................... 53
IX. DESCRIPTION ON THE COMPANY AND ITS SUBSIDIARIES ................................................. 54
1.
Brief History ......................................................................................................................... 54
2.
Working Interests of the Company and Subsidiaries ......................................................... 54
3.
Development of Share Ownership of the Company ............................................................ 55
4.
Explanation on the Shareholder Composition of the Company .......................................... 58
5.
Summary Information Regarding Shareholders in the Form of Legal Entity ....................... 60
6.
Management and Supervisory Board of the Company ....................................................... 64
7.
Human Resources of Company and Subsidiaries............................................................... 69
8.
Description on Oil and Gas Assets of Subsidiaries ............................................................. 75
9.
Description On The Companys Subsidiaries ...................................................................... 75
10. Development of the Companys Working Interest Ownership ........................................... 102
11. Description of the Transaction Made by the Company and Affiliates................................ 104
12. Description on the Transaction Conducted by the Company with Related Party ............. 103
13. Contracts and Contingencies ............................................................................................ 108
14. Description on Legal Case in Litigation ............................................................................. 111
X. BUSINESS ACTIVITIES AND PROSPECTS OF COMPANY AND SUBSIDIARIES ............... 112
1.
Overview ............................................................................................................................ 112
2.
Business Activities ............................................................................................................. 113
3.
Sales and distribution ........................................................................................................ 135
4.
Business Strategy .............................................................................................................. 137

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

DEFINITION AND ABBREVIATION

Terms used in this Prospectus shall have the meaning as follows:


Articles of Association

The Company was first established as PT Energi


Mega Persada, domiciled in Jakarta, based on the
Deed No. 16, dated 16 October 2001, drawn up
before Rakhmat Syamsul Rizal, S.H., M.H., notary in
Jakarta, and was approved by the Minister of Justice
and Human Rights of the Republic of Indonesia in a
Decision Letter No. C-14507 HT.01.01.TH.2001
dated 29 November 2001, registered in the Company
Register No. 195/BH.09.03/I/2002 with the Company
Registration Office of South Jakarta on 31 January
2002 and published in the State Gazette of the
Republic of Indonesia No. 31, dated 16 April 2002,
Supplement No. 3684.
The Companys Articles of Association latest
amendment is by a Deed of Statement of Resolution
of the Extraordinary General Meeting of Shareholders
No. 63, dated 31 October 2008, drawn up before
Humberg Lie S.H., S.E., Mkn, notary in Tangerang,
which amend the entire articles of the Companys
Articles of Association in order to comply with the
Law No.40 of 2007 and Bapepam Regulation No.
IX.J.1. Such amendment has been approved by the
Minister of Justice and Human Rights of the Republic
of Indonesia in his Decision Letter No. AHU10395.AH.01.02 Tahun 2009, dated 1 April 2009.

BAPEPAM

The Capital Market Supervisory Agency (Badan


Pengawas Pasar Modal).

BAPEPAM - LK

The Indonesia Capital Market and Financial


Institution Supervisory Agency (Badan Pengawas
Pasar Modal dan Lembaga Keuangan).

BBL

Barrel, the unit used to measure the liquid volume


equal to 158,987 (one hundred fifty eight point nine
hundred eighty seven) litre

BBL/D

Barrel per day

BCF

Billion of cubic feet, the unit to measure gas volume.

BI or PT BI

PT Brantas Indonesia

BB or BNBR

PT Bakrie & Brothers Tbk

BOE

Barrel of oil equivalent; natural gas is converted to


BOE using the ratio of one BBL of crude oil to 6.0
MCF of natural gas.

BOPD

Barrel of oil per day

BPMIGAS

The Upstream Regulatory Body (Badan Pelaksana


Kegiatan Usaha Hulu Minyak dan Gas Bumi), the

iii

non-profit Government-owned operating board that


succeeded Pertaminas role as regulator of upstream
oil and gas activities in Indonesia under the new oil
and gas law
BSCF

Billion Standard Cubic Feet

Companys Subsidiary

The Companys subsidiaries, either directly or


indirectly owned

CBM or GMB

Coal Bed Methane (Gas Metana Batubara), methane


gas derived from acoal formation

CNOOC

China National Offshore Oil Corporation

Contingent Resources

Is the oil and/or gas which existence are known


through drilling results, but has yet to be
commercialized since it still requires the satisfaction
of certain other commercial and/or technical
conditions.

CS

Credit Suisse, Singapore Branch

Condensate

Company

Petrochemical term for a hydrocarbon in the form of


liquid at 1 atmosphere pressure and at the
temperature of 15.5 degree Celcius which is a part of
the content in thermagenic natural gas reservoir.
PT Energi Mega Persada Tbk

Directional Drilling

Deviation drilling

Board of Directors

The Companys Board of Directors

D&M

DeGolyer & MacNaughton, an international


independent consultant from the United States for the
oil and gas subsurface activities which also act as the
independent party to conduct due diligence on certain
oil and gas reserves and resources.

EBITDA

Earnings Before Interest Tax Depreciation and


Amortisation

EGMS

The Companys Extraordinary General Meeting of


Shareholders to be convened on 31 December 2009
in which one of its agenda among other shall resolve
the approval for the Second Rights Offering

ETJ

PT Energi Timur Jauh

Enhanced Oil Recovery

The technique to further increase the oil and gas


production from a reservoir through additional energy
and/or chemicals

Farmor

INPEX Masela Ltd

Farmee

PT EMP Energi Indonesia

FEED

Conceptual Design to analyse several technical


options for the development of a field or new project
for the purpose to determine required facilities.

iv

GCA

Gaffney, Cline & Associates, an international


independent consultant for the oil and gas subsurface
activities which also acts as the independent party to
conduct due diligence on certain oil and gas reserves
and resources.

Government

The Government of the Republic of Indonesia.

GAAP

Generally Accepted Accounting Principles.

GSA

Gas Sale Agreement

GSPA

Gas Sale and Purchase Agreement

HHP

Hadiputranto, Hadinoto & Partners, an Independent


Legal Consultant Office which appointed by the
Company to provide legal advice regarding various
issues related to the legal aspects of the Transaction.

HOA

Heads of Agreement

HP

Horse Power

ICP

Indonesian Crude Price

Independent Shareholders

The Companys Shareholders who do not have a


Conflict of Interest for the Transaction under
Regulation No. IX.E.1.

IJV-M

The parties who holds working interest in the


Malacca Strait PSC which are bound by the terms in
the Malacca Strait PSC and Operating Agreement.

INPEX

INPEX Masela, Ltd.

IDX or BEI

The Indonesia Stock Exchange or PT Bursa Efek


Indonesia

Itochu

Itochu Petroleum Co. (S) Pte Limited

JAPEX

Japan Petroleum Exploration, Co.Ltd.

Jimmy Budhi & Rekan

The Independent Public Accountant appointed by the


Company to review and audit and to provide the
opinion regarding the fairness of the Companys
Consolidated Financial Statement for years ended on
31 December 2008, 2007 and 2006.

JOA

Joint Operating Agreement

JOB

Joint Operating Body, is a joint operating body


created
by
the
Company/contractor
with
PERTAMINA which act as the operator.

Junior Credit Agreement (Junior Loan)

The junior credit agreement in the amount of US$


200 million, made by and between EMP Holdings
Singapore Pte. Ltd. as Debtor, the Company as
Guarantor and Credit Suisse, Singapore Branch as

Arranger and Facility Agent dated 8 September 2008.


KEL

Kalila Energy Limited

KI or PT KI

PT Kondur Indonesia

KAP Tjiendradjaja dan


(previously Handoko Tomo)

Tomo :

The Public Accountant appointed by the Company to


review and audit and to provide the opinion regarding
the fairness of the Companys Consolidated Financial
Statement for the 6 month period ended on 30 June
2009.

LBI

Lapindo Brantas, Inc., subsidiary company of KEL


and PAN.

Law No. 40 Year 2007

Law No. 40 Year 2007 regarding Limited Liability


Company

LEMIGAS

Research and Development Centre for Oil and Gas


Tecnology.

LIBOR

London Interbank Offered Rate

Thousand

Masela FOA

Farm-out Agreement for the Masela PSC contract


area

MBBLS

Thousand Barrels

MBOE/D

Thousand barrels of oil equivalent per day

MBO/D

Thousand barrel of oil per day

MCF

Thousand of cubic feet.

MHA

Malkewicz Hueni Associates, Inc., an international


independent consultant for the oil and gas subsurface
activities which also act as the independent party to
conduct due diligence on certain oil and gas reserves
and resources.

MIGAS

Mitsubishi

The Directorate General of Oil and Gas, under the


Ministry of Energy and Mineral Resources of the
Republic of Indonesia.
Mitsubishi Corporation

MLC

Minarak Labuan Co. (L) Ltd.

MMBO

Million Barrels of Oil

MMBOE

Million Barrels of Oil Equivalent

MMBBLS

Millions of Barrels

MMTPA

Millions of Tonns per Annum

MMCFD

Millions of Cubics Feet per Day

MMCF

Milli Cubic Feet

Handoko

vi

MMSCFD

Millions of Standard Cubic Feet of Gas per Day

MMSTB

Millions of Stock Tank Barrels

MOU

Memorandum of Understanding

MSCF

Thousand Standard Cubic Feet

MSTB

Thousand of Stock Tank Barrels

MW

Megawatt

Net Entitlement

Net entitlement from the oil and gas production.

OPEC

Organization of the Petroleum Exporting Countries

Operator

The designated operator which has been approved


by the Government of the Republic of Indonesia
(BPMIGAS/PERTAMINA) and all working interest
holder under the relevant PSC

PAN

Pan Asia Enterprise Limited

PSC

Production Sharing Contract, an oil and gas


production sharing agreement between a company
who acts as the contractor and the Government of
the Republic of Indonesia which is conducted by
BPMIGAS in line with the Law No. 21 Year 2001
regarding Oil and Gas, and/or with PERTAMINA
according to the Law No.8 Year 1971 regarding State
Oil and Gas Mining Company for the Upstream
Activity in the Oil and Gas Working Area.

PERTAMINA

PT PERTAMINA (Persero)

PGN

PT Perusahaan Gas Negara (Persero) Tbk

PLN

PT Perusahaan Listrik Negara (Persero)

Possible Reserves

Reserves which existence can be estimated but still


require further drilling before it can be included in the
Probable Reserves category.

Probable Reserves

Reserves that are unproved reserves which analysis


of geological and engineering data suggest are more
likely than not to be recoverable.

(Prospective) Resources

Oil and Gas resources which amount can be


estimated through geological and geophysics
analysis, however its existence must still be proven
through drilling.

Proved Reserves

Represents those 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.

vii

Regulation No. IX.D.1

Bapepam Regulation No. IX.D.1, Attachment to the


Decision of the Chairman of Bapepam No. Kep26/PM/2003 dated 17 July 2003 regarding Preemptive Right

Regulation No.IX.E.1

Bapepam-LK Regulation No. IX.E.1, Attachment to


the Decision of the Chairman of Bapepam & LK No.
Kep-412/BL/2009 dated 25 November 2009
regarding Affiliated Transaction and Conflict of
Interest of Certain Transaction.

Regulation No.IX.E.2

Bapepam-LK Regulation No. IX.E.2, Attachment to


the Decision of the Chairman of Bapepam-LK No.
Kep-413/BL/2009, dated 25 November 2009
regarding Material Transaction and Core Business
Shifting.

Regulation No. IX.J.1

Bapepam-LK Regulation No.IX.J.1, Attachment to the


Decision of the Chairman of Bapepam-LK No. Kep179/BL/2008, dated 14 May 2008 regarding the Main
Substances of Articles of Association of Company
Performing a Public Offering and Public Company.

Regulation No. X.K.4

Bapepam Regulation No. X.K.4, Attachment to the


Decision of the Chairman of Bapepam No. Kep27/PM/2003 dated 17 July 2003 regarding the
Reports on the Use of Funds Received from a Public
Offering.

Right Issue I or the First Rights Offering

The Right Issue I or the First Rights Offering for the


Companys shareholders for the Pre-Emptive Rights
in 2005.

Relinquishment

Part of a PSC area which is mandatory to be returned


to the Government in line with the schedule set and
approved in the PSC.

Rupiah/Rp

Indonesian Rupiah, the official currency of the


Republic of Indonesia

Shareholders

The Shareholders whose names are registered in the


Company Shareholders Registry on 9 December
2009 up to 16:00 Western Indonesia Time

STB

Stock Tank Barrel

Target Asset

10% working interest in the Masela PSC

Transaction Value

Approximately US$ 100 million (one hundred million


United States Dollar) which comprises of a fixedsum in the amount of US$ 77.25 million (seventy
seven million two hundred and fifty thousand United
States Dollar), plus interest, adjustments and other
related costs.

TAC

Technical Assistance Contract, an agreement


between a company (Contractor) to manage an oil
and gas working area owned by PERTAMINA.

viii

Transaction/ Acquisition

The plan to purchase 10% working interest on the


Masela PSC (owned by the Seller) by the Company.

TSB

Terang Sirasun Batur, gas field located in the


Kangean PSC.

US$

The currency of the United States of America

Upstream Regulation

VICO

Government Regulation No. 35 Year 2004 Regarding


the Oil and Gas Upstream Activity.
Virginia Indonesia Co. LLC.

WI

Working Interest, a form of ownership of an entity in


a PSC.

1P

Proven Reserves

2P

Proven Reserves + Probable Reserves

3P

Proven Reserves + Probable Reserves + Possible


Reserves

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

Enviroco Company Limited, a legal entity incorporated under the Law of


Seychelles.

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

PT Insani Mitrasani Gelam (Indonesia), holder of 100% working interest in Gelam


TAC

10.

ITA

PT Imbang Tata Alam (Indonesia), holder of 26.03% working interest in Malacca


Strait PSC

ix

11.

KBL

Kalila (Bentu) Ltd (B.V.I), holder of 100% working interest in Bentu PSC

12.

KEIL

Kangean Energy Indonesia Ltd. (Delaware), holder of 60% working interest in


Kangean PSC

13.

KKBL

Kalila (Korinci Baru) Ltd (B.V.I), holder of 100% working interest in Korinci Baru
PSC

14.

KPSA

Kondur Petroleum S.A (Panama), holder of 34.46% working interest in Malacca


Strait PSC

15.

MP

PT Mosesa Petroleum, holder of 71.25% working interest in Tonga PSC

16.

RHI

RHI Corporation (Delaware), a legal entity incorporated under the Law of


Delaware, United States of America

17.

SEMCO

PT Semberani Persada Oil (Indonesia), holder of 100% working interest in


Semberah TAC

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

Direct Ownership by the Company


1
PT Mosesa Petroleum Wisma Mulia,
Lantai 23
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
2
Energi Mega Pratama Portcullis
Inc. (B.V.I)
TrustNet
Chambers, PO
Box 3444,
Road Town,
Tortola,
British Virgin
Islands
3
Energy Mega Persada 80 Raffles
PTE, LTD (Singapore) Place, #16-20,
UOB Plaza 2,
Singapore
048624
4
RHI Corporatioan
Corporation
Service
Company
2711
Centerville
Road, Suite
400,
Wilmington
DE 19808,
County of New
Castle,
Delaware,
USA
5
PT Tunas Harapan
Wisma Mulia,
Perkasa (Indonesia)
33rd Floor
Jl. Jend Gatot
Subroto No.42
Jakarta 12710

PT EMP Energi
Indonesia

PT Visi Multi Artha


(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

Oil and Gas mining and


Geothermal

15 October Limited to the shares ownership in


2003
its subsidiaries which are KEIL and
EEKL

21 August
2006

Limited to the shares ownership in


Energi Mega Pratama Inc. (B.V.I)

12 July 1984 Shares ownership in KPSA

8 August
2005

Undertakes business in the fields of


trading, development, industry,
mining, land transportation,
agriculture, printing, auto workshop
and services (except legal and tax
services).
28
Undertakes business in the fields of
September oil, gas and geothermal mining
2009
including the management of
production fields, drilling, mudwell
logging and other related business.
21 January Undertakes business in the fields of
2009
services, development, trading,
industry, printing, land transport,
auto workshop, agriculture, mining,
exploration and exploitation of oil
and gas.

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 July 2007 Undertakes business which are not


in contradiction with the Laws
applicable in Seychelles

17 May
2006

Undertake business in the fields of


trading and services.

17 March
1966

Contractor in the Kangean PSC,


East Java, Indonesia. With a
working interest ownership of 40%.

29 August
1980

Contractor in the Kangean PSC,


East Java, Indonesia. With a
working interest ownership of 60%.

7 December Oil and gas industry, Operator


1967

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

Direct Ownership by the Company


1
PT Mosesa Petroleum Wisma Mulia,
Lantai 23
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
2
Energi Mega Pratama Portcullis
Inc. (B.V.I)
TrustNet
Chambers, PO
Box 3444,
Road Town,
Tortola,
British Virgin
Islands
3
Energy Mega Persada 80 Raffles
PTE, LTD (Singapore) Place, #16-20,
UOB Plaza 2,
Singapore
048624

Participation
Percentage

75%

49.99%

100%

xv

Date of
Incorporat
ion

Business Activities

23
December
1994

Undertakes business in the fields of


exploration, exploitation, trading,
management and transportation of
Oil and Gas

21 April
1997

Special business activity in the field


of Oil and Gas mining

11 April
2000

Ownership of 50% working interest


in Gebang PSC.

18
Ownership of 100% working
September interest in Bentu Block PSC.
2003

18
December
2003

Ownership of 100% working


interest in Korinci Baru Block PSC.

Date of
Incorporat
ion

Business Activities

14
December
2004

Oil and Gas mining and


Geothermal

15 October Limited to the shares ownership in


2003
its subsidiaries which are KEIL and
EEKL

21 August
2006

Limited to the shares ownership in


Energi Mega Pratama Inc. (B.V.I)

No

Company Name

RHI Corporatioan

PT Tunas Harapan
Perkasa (Indonesia)

PT EMP Energi
Indonesia

PT Visi Multi Artha


(Indonesia)

PT Artha Widya
Persada (Indonesia)

PT Imbang Tata Alam


(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

Undertakes business in the fields of


trading, development, industry,
mining, land transportation,
agriculture, printing, auto workshop
and services (except legal and tax
services).
28
Undertakes business in the fields of
September oil, gas and geothermal mining
2009
including the management of
production fields, drilling, mudwell
logging and other related business.
21 January Undertakes business in the fields of
2009
services, development, trading,
industry, printing, land transport,
auto workshop, agriculture, mining,
exploration and exploitation of oil
and gas.

70%

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.

99.99%

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

100%

100%

xvi

17 July 2007 Undertakes business which are not


in contradiction with the Laws
applicable in Seychelles

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

Undertake business in the fields of


trading and services.

Contractor in the Kangean PSC,


East Java, Indonesia. With a
working interest ownership of 40%.

Contractor in the Kangean PSC,


East Java, Indonesia. With a
working interest ownership of 60%.

Oil and gas industry, Operator

Undertakes business in the fields of


exploration, exploitation, trading,
management and transportation of
Oil and Gas
Special business activity in the field
of Oil and Gas mining

Ownership of 50% working interest


in Gebang PSC.

Ownership of 100% working


interest in Bentu Block PSC.

No

20

Company Name

Kalila (Korinci) Ltd


(B.V.I)

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

Ownership of 100% working


interest in Korinci Baru Block PSC.

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.

increasing of the Companys commercial reserves.


increasing of the production and sales potential.
increasing of the Companys financial performance.
providing environmental friendly energy.
creating job opportunities in the surrounding areas.
creating a synergy to achieve the Companys objective.

Second Rights Offering


Pre-Emptive Rights offered

26,183,297,040 shares

Nominal Value

Rp 100,-

Offering Price

Rp. 185,-

Pre-Emptive Rights Ratio

11:20

Warrant Ratio

16 : 3

Warrant Exercise Price

Rp. 190,-

xviii

Recording date for the Shareholders


entitled for the Pre-Emptive Rights

13 January 2010

Pre-Emptive Rights Registration Date

15 January 2010

Pre-Emptive Rights Trading Period

15 January 2010 to 8 February 2010

Pre-Emptive Rights Exercise Period

15 January 2010 to 8 February 2010

Standby Buyers

- PT Danatama Makmur
- PT Madani Securities

Dilution

64.52% after the execution of Pre-Emptive Rights and


68.35% after the execution of warants

Pre-Emptive Rights in the form of


fraction

In the event that a shareholder has the Pre-Emptive Rights


in the form of a fraction, such fraction will become the
property of the Company and will be sold by the Company
and the proceeds thereof will be deposited into the
Companys account.

Rights for the shares issued

The shares issued in relation to this Second Rights Offering


shall rank pari passu in all respects with the then existing
issued and paid up common shares of the Company.

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

AFTER THE EXERCISING OF SECOND RIGHTS


OFFERING
Shares Amount
Nominal Value
%
55,000,000,000
5,500,000,000,000

Issued and Paid Up Capital:


- PT Bakrie & Brothers Tbk
- PT Brantas Indonesia

(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.

Service fee for financial advisor being 4.482%


Service Fee for Capital Markets Third Party Professional, which consist of:
a. Auditor 0.072%
b. Legal Consultant 0.259%
c. Share Registrar 0.004%

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

Oil and Gas Reserves


The company periodically appoints independent consultant to certify the reserves from each producing
block. The TSB gas reserves in the Kangean PSC were certified by Sproule dated 31 July 2006. Reserves
in Kangean PSC (for fields other than that of TSB), Malacca Strait PSC, Sungai Gelam TAC, Semberah
TAC and the Gebang PSC were certified by GCA dated 31 January 2008 and the reserves in the Bentu
PSCand the Korinci Baru PSC were certified by MHA dated 13 September 2005. In relation to the Tonga
PSC, the certification is currently being finalized by GCA. In relation to the Tabulako CBM PSC, the
prospective resources were made by Trisakti University, Jakarta in December 2008 and for the Sanggata-2
CBM PSC, the prospective resources were made by Padjajaran University, Bandung on 19 December
2008
The following table summarizes the Companys contract areas and gross proved reserves in addition to the
gross probable reserves per the estimation by the Company for every production cooperation contract area
as at 30 June 2009. The estimates were performed by deduction of the accumulated production from the
certified reserves date through June 30 2009 from each certification. Accordingly, the gross proved
reserves estimate and the gross proved reserves plus the probable reserves estimate listed below have
not been recertified by either GCA; Sproule or MHA.
Proved reserves are the hydrocarbon reserves, which were estimated using the geology and engineering
analyses, which is expected to commercially deliver, from identified sources during certain periods of time
meeting the economic return, operational guidelines as well as the applicable government regulations.
Gross reserves pertain to the Companys producing assets without considering the effective working
interest, deduction of applicable cost recovery, or the portion of the production which may be rendered to
government in accordance with the applicable contracts

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)

Gross Proved plus Probable Reserves

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.

Table below is the Gross Contingent Resources per 30 Jun 2009


30 June 2009
Gross Contingent Resources 1C
Gross Contingent Resources 2C
Oil
Gas
Total
Oil
Gas
Total
(MMBBLS)
(BCF)
(MMBOE)
(MMBBLS)
(BCF)
MMBOE)
East Java
Kangean PSC(1)
Sumatera
(2)
Malacca Strait
(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
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.

Table below is the Company net Contingent Resources as of 30 June 2009.

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)

Table below is the Company estimated Prospective Resources as of 30 June 2009


Working
Interest
%
Sumatra
Sungai Gelam TAC(1)
Kalimantan
(2)
Semberah TAC
(3)
CBM Tabulako PSC
CBM Sangatta-2 PSC(4)
Total Prospective Resources

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.

Gas Reserves in Masela Block


Based on the reserves certificate from D&M dated 11 December 2008, it was estimated on 30 June 2008 that
the gas reserves in the Abadi Field of the Masela consisted of 9.8 TCF of Gross Proved Reserves and 8.7
TCF of Gross Probable Reserves.
Production
Table below are the net production data for each block of the Company which is commercially producing in
the given period.
31 December
2006
Oil
Gas

2007
Oil

30 June
2008
Oil
Gas

2008
Gas

Oil

Gas

2009
Oil

Gas

(Oil in MMBBLS and gas in BCF)


East Jawa
Blok Kangean PSC
Blok Brantas PSC (1)
Sumatra
Blok Malacca Strait PSC
Blok Bentu PSC
Blok Korinci Baru PSC
Blok Gebang PSC
Blok Sungai Gelam TAC
Kalimantan
Blok Semberah TAC
Total

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

(in billion Rupiah)


June 30
2009

CONSOLIDATED BALANCE SHEET

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

TOTAL LIABILITIES AND EQUITY

11,826.6

12,626.6

9,374.8

8,825.4

5,059.2

2,673.0

MINORITY INTEREST IN NET ASSETS OF THE CONSOLIDATED SUBSIDIARIES

0.0

(1.5)

(in billion Rupiah)


CONSOLIDATED STATEMENT OF INCOME

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

Capital Expenditure (Rp billion)


Book Value per Share

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

Large and diverse appraised reserves base to support future growth


Visible production growth profile from the development of existing assets and future acquisitions
Cost efficiency and operational knowledge
Ability to rapidly monetize reserves via established infrastructure and facilities and proximity to key
gas markets
Favorable natural gas market dynamics and regulatory environment
Relatively stable U.S. dollar-denominated cash flows from medium and long-term gas sales
agreements with blue-chip customer base

xxvii

I.

SECOND RIGHTS OFFERING

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.

PT ENERGI MEGA PERSADA Tbk.


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
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

DETAIL OF COMPANYS BUSINESS RISK IS DESCRIBED IN CHAPTER VI REGARDING


BUSINESS RISK.
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 the provision of 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. The Companys business
activities are performed in line with its roles as a holding company for subsidiaries that have
activities in the oil and gas mining industry sector.

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,

Paid up and Issued Capital:

Nominal Amount

55,000,000,000

5,500,000,000,000

- PT Bakrie & Brothers Tbk


- PT Brantas Indonesia(1)(2)
- PT Kondur Indonesia(1)(2)
- Rennier Abdul Rachman Latief(2)
- Julianto Benhayudi(2)
- Public (each below 5%)
Total paid up and issued Capital

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

Total of the unissued capital

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

BEFORE THE EXERCISING OF SECOND RIGHTS


OFFERING
Shares Amount
Nominal Amount
%
55,000,000,000
5,500,000,000,000

AFTER THE EXERCISING OF SECOND RIGHTS


OFFERING
Shares Amount
Nominal Amount
%
55,000,000,000
5,500,000,000,000

Paid up and Issued Capital:


- PT Bakrie & Brothers Tbk
- PT Brantas Indonesia

(1) (2)

- PT Kondur Indonesia(1) (2)


- Rennier Abdul Rachman Latief(2)
- Julianto Benhayudi(2)
- Public
Total paid up and issued Capital

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

Total of the unissued capital


40,599,186,628
4,059,918,662,800
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 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

AFTER EXERCISING OF WARRANT


%

Shares Amount

Nominal Amount

55,000,000,000

5,500,000,000,000

9,477,272

947,727,200

0.02

Paid up and issued shares :


- PT Bakrie & Brothers Tbk
- PT Brantas Indonesia
- PT Kondur Indonesia

(1) (2)

(1) (2)

- Rennier Abdul Rachman Latief


- Julianto Benhayudi

(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.

USE OF PROCEEDS OF THE SECOND RIGHTS


OFFERING

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

Senior Credit Agreement


Credit Suisse, Singapore Branch

Credit Suisse International

6,000,000

LIM Asia Special Situations Master Fund Limited

2,000,000

Myo Capital Master Fund Limited

3,000,000

PMA Credit Opportunities Fund

5,000,000

PMA Temple Fund

10,000,000

Raiffeisen Zentralbank Oesterreich AG, Singapore

10,000,000

Harus Capital Limited

56,000,000

1
2
3
4
5
6

158,000,000

Total

250,000,000

Junior Credit Agreement


Credit Suisse, Singapore Branch
LIM Asia Special Situations Master Fund Limited
PMA Credit Opportunities Fund
PMA Temple Fund
Riseley Management Limited
Jayce Holdings Limited
Total

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.

Service fee for financial advisor being 4.482%


Service Fee for Capital Markets Third Party Professional, which consist of:
a. Auditor 0.072%
b. Legal Consultant 0.259%
c. Shares Registrar 0.004%
d. Notary 0.006%
e. Other cost (Printing, advertisement, preparation of EGM etc) sebesar 0.064%

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.

INFORMATION ABOUT MATERIAL TRANSACTION


PLAN
Introduction

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.

Description of the Transaction

2.1. Transaction Object


Asset that will be the object of Transactions is 10% working interest in Masela PSC owned by the
Seller.
2.2. Transaction Background and Reason
The Company intends to increase its number of oil and gas reserves thereby increasing the
supply of oil and gas to its customers.
With the signing of Masela FOA on 4 November 2009, the Company through its subsidiaries
namely EMPEI will take over 10% working interest in Masela PSC (Target Asset), for an
estimated aggregate cash purchase consideration of approximately US$ 100 million after
adjustment price plus a approximately US$ 40 million for capital expenditure reserve in the future.
The funding source of the US$ 40 million is from the Second Rights Offering result and Warrants
and the rest from internal cash. Description of its use is for the Front End Engineering Design
(FEED).
The acquisition will be financed by funds obtained from the Second Rights Offering.
Indonesia Petroleum, Ltd., now INPEX Corporation obtained a 100% working interest in the
Masela PSC from Pertamina on 16 November 1998. On 2 December 1998, INPEX Corporation
gave 100% of its rights and obligations in the Masela PSC to its affiliated companies, namely
INPEX Masela, Ltd. ("INPEX" or "Seller") and this action has been approved by Pertamina on 10
December 1998 and INPEX is the only operator. If the Acquisition is completed by the Company
indirectly through the EMP EI, INPEXs ownership of the Masela PSC will be reduced to 90%.

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 %

C red itS uis se ,c ab a ng


S I ng ap u ra S/ A L on g H au l
H ol din g Ltd B N B R

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.

2.3 Desrciption on the Target Asset


Overview
Upon completion of the Acquisition, the Company through EMP EI, will acquire rights to explore,
develop and produce gas in an area of 3,221 square kilometers under the Masela PSC. The Masela
PSC is one of Indonesia's undeveloped gas blocks.
Reserves
D&M issued a certificate on 11 December 2008 estimating that, as of 30 June 2008, the natural gas
reserves in the Abadi gas field located in the Masela PSC consisted of 9.8 TCF proved natural gas
reserves and 8.7 TCF probable natural gas reserves.
The development of the gas reserves at the Abadi gas field in the Masela PSC is expected to
underpin the development and construction of one of the world's first floating LNG projects with an
estimated gas production capacity of 4.5 MMTPA. Though condensate rates and volumes are not
covered in the D&M certification, INPEX anticipates a condensate production rate of 13,000 barrels
per day, which the Company believes is consistent with the measured gas-condensate-ratio from drillstem tests.
In preparing its certificate, D&M utilized standard geological and engineering methods generally
accepted by the petroleum industry. The method or combinations of methods used in the analysis of
each reservoir was tempered by their experience with similar reservoirs, stages of development,
quality and completeness of basic data, and production history. Information used in the preparation of
the report was obtained from INPEX. D&M was provided with geological and engineering information
and data from the Masela PSC and has consulted with officers and employees of INPEX.
There are numerous uncertainties inherent in estimating natural gas reserves, including many factors
beyond the control of INPEX.
Description of the area covered by the Masela PSC
The Masela PSC is located in a deep water area of the Arafura Sea in Indonesian territorial waters,
covering a total area of approximately 3,221 square kilometers. The southern boundary of the Masela
PSC follows the international border between Indonesia and Australia. Water depths in the Masela
PSC range from 300 meters to 1,000 meters.

Source: INPEX CORPORATION


The geology of the Abadi gas field in the Masela PSC is similar to that of other major gas fields on
the Australian side of the border, such as the Bayu Undan gas field (a field with 3 TCF of natural gas
reserves that is currently in production and providing gas to an LNG plant in Darwin, Australia) and
the Sunrise gas field (a field with 9 TCF of natural gas and a potential candidate for a floating LNG
project).
The map below sets forth additional information on the developments in the region of the Masela
PSC:

10

Source: INPEX CORPORATION


Background. The Masela PSC was originally awarded to Indonesia Petroleum, Ltd (now INPEX
Corporation) on 16 November 1998 for a period of 30 years. Pursuant to the terms of the Masela
PSC, INPEX Corporation commenced its exploration activities from the first contract year. INPEX
Corporation is obligated to pay Pertamina (now BPMIGAS) certain production bonus amounts once
production levels at the Masela PSC have reached certain specified levels. INPEX Corporation
assigned its rights and obligations under the Masela PSC to its affiliate, INPEX Masela (INPEX), on
2 December 1998 (Pertaminas approval for the assignment was granted on 10 December 1998) and
INPEX Masela has been the Masela PSCs sole operator since then.
The original area covered by the Masela PSC as of its signature date was approximately 5,725
square kilometers of which up to now has been carried out 2 partial area relinquishments for close to
50% of the original area. The Masela PSC currently covers an area of approximately 3,221 square
kilometers.
The first relinquishment performed in 2002, while the second relinquishment has been made in 2004.
With the remaining area of 3,221 square kilometers, there still left one more relinquishment that will
be made by the operator after completion of the evaluation of the remaining areas of potential in the
Masela PSC. Because the evaluation of the remaining potential areas is still being done, the third
relinquishment is currently unknown. The relinquishment will need the BPMIGAS approval.
Relinquishment has no negative impact for the Company.
Under the Masela PSC, INPEX was required to expend at least US$ 91 million to conduct exploration
and other operations within the first ten years after its entry into the Masela PSC. On September
2009, these obligations have been met and INPEX Masela had expended approximately US$ 400
million on developing the Masela PSC.

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:
-

increase commercial reserves for the Company.


increase production and sales potential.
improve the Company's financial performance.
provide environmentally friendly energy.
create employment opportunities for the surrounding area.
create synergy in achieving the Company's business objectives.

13

2.5 Financial Impact of Transaction Execution


Assuming the Transaction was executed on June 30, 2009, the overview proforma of important
financial data of the Company on 30 June 2009, which presented by Pooling of Interest method, is as
follows:
Balance Sheet

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

(in billion Rupiah)


EMP Tbk
Consolidated
Proforma
30 Juni
2009
(Proforma)

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
-

MINORITY INTEREST IN NET


ASSETS OF CONSOLIDATED
SUBSIDIARIES
EQUITY:
Capital Stock
Additional paid-in capital
Difference in value from restructuring
transactions of entities under common
control .................................................
Difference due to change of equity in
subsidiary
Translation adjustment
Deficit
Equity - net
TOTAL LIABILITIES AND EQUITY

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)

Significant assumptions used by the Company


The proforma condensed consolidated financial statements of the Company and Subsidiaries as of
and for the six-month period ended June 30, 2009 are prepared based on the assumption that the
issuance of Companys new shares, the Transaction and the following other related transactions
have been done on June 30, 2009 as follows:
a)

Proceeds from issuance of 26,183,297,040 new shares of the Company amounting to


Rp 4,843,909,952 thousand before deduction of the estimate share issuance cost amounting to
Rp 236,867,197 thousand.

15

b)
c)

d)
e)
f)

Acquisition of 10% working interest in the M PSC amounting to Rp 945,100,000 thousand.


The Subsidiary settled part of its credit facilities from Credit Suisse amounting to
Rp 2,362,750,000 thousand which consisted of Rp 1.890.200.000 thousand and Rp 472,550,000
thousand for Junior Credit Facility and Senior Credit Facility, respectively. The expenses relate to
settlement of the above credit facilities is estimated amounting to Rp 390,326,300 thousand.
The remaining fund from issuance of new shares amounting to Rp 908,866,456 thousand is
recorded in cash and cash equivalents.
he applied foreign exchange rate is Rp 9,451 (full amount) per US$1.
The applied share price is Rp 185 (full amount) represents excersice price on the issuance of
Companys new shares

Proforma Adjustments
The following proforma adjustments were incorporated into the proforma condensed

consolidated financial statements as a result of the above assumptions:


a)

b)
c)
d)
e)
f)

3.

Record the receipt amounting to Rp 4,843,909,952 thousand from issuance of 26,183,297,040


new shares of the Company with total nominal value of Rp 2,618,329,704 thousand and
recognize additional paid-in capital amounting to Rp 2,225,580,248 thousand from the excess of
paid-in capital over par value.
Record the estimated payment of shares issuance cost amounting to Rp 236,867,197 thousand.
Record the payment for acquisition of 10% working interest in M PSC amounting to
Rp 945,100,000 thousand.
Record the repayment of Subsidiarys credit facilities from Credit Suisse amounting to
Rp 2,362,750,000 thousand.
Record the estimated payment of expenses relate to settlement of Subsidiarys credit facilities
from Credit Suisse amounting Rp 390,326,300 thousand.
Record the adjustment of depreciation, depletion and amortization to reflect the additional (Group
or EMP) reserve estimation from the acquisition of 10% working interest in the Masela PSC.

The Convening of the Extraordinary Meeting of Shareholders

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.

Value of Transaction and Payment Method

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.

Independent Parties Appointed by Company

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.

Opinion by Independent Parties Regarding Transactions

The following shall be a summary of the opinions by Independent parties in connection with Transaction
to be executed by the Company:
A.

KJPP Ruky, Safrudin & Rekan (RSR)


The Company has appointed KJPP Ruky, Safrudin dan Rekan (RSR) as the Independent
Valuer to prepare the Fairness Opinion of the Companys plan to acquire 10% (ten percent)
working interest of Blok Masela PSC (BM) owned by INPEX Masela Ltd. (INPEX), herein after
stated as Proposed Transaction.
RSR has conducted the valuation analysis and the fairness opinion of the Proposed Transaction
as of June 30, 2009 as stated in its Fairness Opinion Report No. TC/CF/R-0112/09 dated
December 10, 2009.
Below, is the summary of the Fairness Opinion Report with regard to the Proposed Transaction:
In evaluating the fairness of the Proposed Transaction, the steps conducted by the independent
valuer are as follows:

1.

Estimating the Fair Market Value of 10% working interest of BM owned by INPEX;

2.

Analyzing the Fairness of the Proposed Transaction.

17

Analysis of the Fairness on the Proposed Transaction


1.

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.

Analysis on the fairness of the Proposed Transaction


a.

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.

Analysis of the Potential Value-Added of Proposed Transactions


The potential value-added to the Company and its shareholders from the Proposed
Transactions are as follows:

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);

Based on the Companys Proforma Condensed Consolidated Financial Statements


reviewed by Registered Public Accountant Handoko Tomo, realization of the Proposed
Transaction will increase the Companys oil and gas properties net after deducting
the cost of depreciation, depletion and amortization, by 13.91% (thirteen point ninety
one percent) from Rp 6,450 billion to Rp 7,404 billion. The increase of the Companys
oil and gas properties net as the result of the Proposed Transaction will give potential
added-value to the Company since 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).

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.

The analysis of the Proforma Condensed Consolidated Financial Statements of the


Company as of June 30, 2009 before and after the Proposed Transaction, are as follows:

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.

Information Regarding the Seller

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.

Conditions Precedent to be Fulfilled Upon the Implementation of the Transaction

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.

Statement of the Board of Commissioners and Board of Directors of the Company

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
-

Long-term loans net of current maturities


3,516.95
4,448.57
8,493.00

Total Non-Current Liabilities


TOTAL LIABILITIES

Further details on the above liabilities are as followed:


Operational Liabilities
Operational liabilities are payables accounts towards the local and non-local suppliers. The following is
the list of the suppliers:
(in billion IDR )
Details

30 June 2009

PT Jasa Karya Utama


PT Petroflexx Prima Daya (dahulu PT Jaya Wijaya Raya)
PT Duta Energi Semesta
PT Permata Drilling Indonesia
PT Dowell Anadrill Schlumberger
Aircraft Management
PT BJ Services Indonesia
PT Kanaka Dwi Mitra Manunggal
PT PERTAMINA (Persero)
PT Schlumberger Geophnusantara
PT Daya Alam Tehnik Inti
PT Dwi Prima Sembada
PT Indoturbine
Ensco Sarida Ensco Holand BV
Others (each below Rp 10 billions)
Total

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

PT Masagena Agung (MGA)


Over lifting
Removal or payments
Advance-Lead Strategy Ltd
Others
Total

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

Corporate income and dividend tax


Income taxes
Article 4 (2)
Article 21
Article 23
Article 26
Value-Added Tax
Tax correction and penalty
Total

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

Credit Suisse (US$ 450 juta)


Mitsubishi Corporation (US$ 71.98 juta )
Japan Petroleum Exploration Co. Ltd. (US$ 71.98 juta)
PT Bank Permata Tbk
Total
Current maturities
Long-term Loans - Net

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.

Senior Credit Agreement


EMPHS obtained the loan under this agreement amounting to US$250 million that bears interest
at LIBOR plus 12%. The loan period is 60 (sixty) months after utilization date. EMPHS may repay
the loan in full or partial amount at any time on or 24 (twenty four) months after the utilization date.

b.

Junior Credit Agreement


EMPHS obtained the loan under this agreement amounting to US$200 million that bears interest at
LIBOR plus 9%. The loan period is 60 (sixty) months after utilization date. EMPHS may repay the
loan in full or partial amount at any time on or 18 (eighteen) months after the utilization date.

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.

any acquisitions or investments made in the ordinary course of trade;


the entry by the company Subsidiaries into New Supply Contracts in accordance with the
provision of Clause on Security and Material Contracts as ruled in the Loan Agreements;
an acquisition of a company or the incorporation of a company:
1.) where such acquisition is solely funded by:
- the proceed of an equity raising in the form of an issue of share in the capital of the
Company; or
- excess cash released to EMPHS, in accordance with the Cash and Accounts
Management Agreement; and
2.) for the purposes of conducting Hydrocarbon exploration and/or extraction business.

Restrictions on dividends payments:


i.)
ii.)

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.

Boundaries on the Operational activities for the Company Subsidiaries


The agreement requires the Company and its Subsidiaries to provide a floating storage and
offloading vessel (FSO) for the Kangean PSC fields and to effect an equity raising exercise by
issuing new shares in an amount equal to or greater than US$150 million not later than June 30,
2009. At least US$ 150 million from the net proceeds of this equity raising exercise must be used
for the following purpose:
a.
b.

4.

Fund capital expenditures and/or working capital of the Company; and/or


Refinance the Senior Loan and/or the Junior Loan in whole or in part.

Boundaries on the Company Financial Ratio


The Company have to guarantee that the ratio of consolidated debt at the end of the calculation
period to consolidated EBITDA not to exceed:

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.

Loan Facility for the Company


Each of MC and JAPEX agreed to provide a loan facillity to the Company for 50% of KEIL and
EEKLs expended capital expenditures for the period from July 1, 2006 to May 16, 2007, capped at
a combined total of US$ 21.55 millions as stipulated in the Facility Agreements dated May 16,
2007. This loan will be due on June 30, 2017, bears interest at LIBOR plus 3.75% for time deposits
for 6 (six) months, has a 5 (five) year repayment grace period and will be repaid by semi-annual
installments thereafter. Up until June 30, 2009, the Company has utilised this loan facility for the
amount of US$ 19.43 millions.

b.

Loan Facilty for EEKL and KEIL


Each of MC and JAPEX agreed to provide a loan facillity to EEKL and KEIL in respect of the
Subsidiarys funding obligation for capital expenditures capped at a combined total of US$ 215
million as stipulated in the Carry Agreement dated May 16, 2007. These loans will be due on June
30, 2017, bear interest at LIBOR plus 3.75% for time deposits for 6 (six) months, has a 5 (five) year
repayment grace period and will be repaid by semi-annual installments thereafter. Up until June 30,
2009, EEKL and KEIL has utilised this loan for the amounf ot US$ 249.05 millions (the Company
portion is at US$ 124.53 millions)

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)

Employee Benefits Obligations


(in billions IDR)
DETAILS

30 June 2009

Present value of employee benefit obligation


Unrecognized actuarial loss
Unrecognized past-service liablity
Total

162.95
(5.80 )
(21.69 )
135.45

Abandonment and Site Restoration Obligations


(in billions IDR)
DETAILS

30 June 2009

Malacca Straits PSC


Kangean PSC
Total

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.

SUMMARY OF MATERIAL FINANCIAL DATA

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

TOTAL LIABILITIES AND EQUITY

11,826.6

12,626.6

9,374.8

8,825.4

5,059.2

2,673.0

MINORITY INTEREST IN NET ASSETS OF THE CONSOLIDATED SUBSIDIARIES

0.0

(1.5)

(in billion Rupiah)


CONSOLIDATED STATEMENT OF INCOME

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

Capital Expenditure (Rp billion)


Book Value per Share

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.

ANALYSIS AND DISCUSSION BY MANAGEMENT

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

(Rp. amounts in billions)


December 31,
2007
2006

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.

Key Drivers of the Companys Results of Operations

Revenues from Exploration and Production


Sales of oil and gas account for nearly all of the Companys revenue. Revenues and expenses
from the Companys oil and gas blocks are presented under the respective income and expense
accounts, including oil and gas sales, depreciation and amortization, production, production
support costs, work over and operating expenses.

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

Gas net production (MMCFD)


Average realized sales price (US$ per MCF)
Gas Annual Revenues (Rp. in billions)(1)
Oil and Condensates
Oil and condensate net production (MBOPD)
Average realized sales price (US$/BBLS) (1)
Oil and Condensates Annual Revenues (Rp. in
billions)

(1)

Liquid and Gas Revenues (Rp. in billions)


Cost of Goods Sold (Rp. in billions)
Depreciation and Amortization Expense (Rp. in
billions)

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

Net Oil and Gas Sales


The Companys revenues from net sales of crude oil and natural gas are affected primarily by its net
entitlement volume of oil and gas under production sharing arrangements and the prices at which they
are sold. Net entitlement consists of the Companys (i) cost recovery, (ii) investment credit and (iii)
profit share, net of its DMO.
Gas Sales
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 agreement (HOAs)
or gas sale agreements (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 PT Riau Andalan Pulp and Paper (RAPP), which
comprised 11.0%, 10.0%, 7.7% and 3.6% of the Companys sales, respectively for the six months
ended June 30, 2009. The Company also occasionally enters into non-binding MOUs with potential
customers prior to negotiating and entering HOA into 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 in
Indonesia will continue to allow it to achieve stable growth.
At present, the Company currently sells most of its natural gas under fixed price contracts that contain a
take or-pay feature for the majority of its natural gas production. Accordingly, the Companys revenue
from gas sales is not subject to significant price volatility in the short term. However, as the liberalization
of the Indonesian gas market continues, the revenues that the Company is able to generate from the
portion of its natural gas production that is not subject to take-or-pay arrangements, as well as the
Companys ability to negotiate more favorable prices with its existing gas offtakers, will depend upon the
attractiveness of natural gas as a fuel source in relation to other alternative sources of energy, as well as
the ability of the Company to compete successfully with other gas providers. Further, the Company
intends to capitalize on regional and domestic gas demand growth. For existing gas sales agreements, in

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

Consolidated Income Statement


The following table sets forth the principal components of the Companys net income for the following
periods:
(in billion Rupiah)

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

Tax Benefit (Expense)


The Companys tax expense is Rp 62.9 billion for the six months ended June 30, 2009. The details
for the Companys tax expense as following :
- The Companys current tax expense is Rp.16.8 billion for the six months ended June 30, 2009.
- The Companys deferred tax expense is Rp.79.8 billion for the six months ended June 30, 2009
reflecting future tax benefits accruing from increases in the Companys unrecovered costs and fiscal
loss balances.
Net Income (Loss)
While the Company recorded a decrease in its tax benefit and expenses over the period, the
Company
experienced a proportionally larger decrease over the period in its income before tax. As a result, the
Companys net income decreased by Rp. 321.7 billion, from a net income of Rp. 77.0 billion for the six
months ended June 30, 2008, to a net loss of Rp. 244.7 billion for the six months ended June 30, 2009,
Comparison of the Years Ended December 31, 2007 and the Years Ended December 31, 2008
Net Sales
The Companys net sales increased by Rp.721.6 billion or 63.4%, for the year ended December 31,
2007 to Rp.1,859.1 billion for the year ended December 31, 2008 with the following details:
-

Revenues from gas sales increased by Rp.190.4 billion, or 77.1%, from


Rp.247.1 billion for the year ended December 31, 2007 to Rp.437.5 billion for the year
ended December 31, 2008.. The increase in revenue from gas sales was primarily due to price
increases that the Company was able to obtain from its gas offtakers, combined with increases in
production volumes that the Company was able to realize over the course of the period that were
driven by increases in commercial deliveries of gas from the Korinci Baru and Semberah blocks.
The Companys average realized prices for gas increased from US$2.58/MCF for the year ended
December 31, 2007 to US$ 2.94/MMCF for the year ended December 31, 2008, reflecting
improvements in the prices negotiated by the Company under its gas offtake arrangements with
various existing and new customers, including a 15% price increase that the Company was able to
obtain under new gas sales agreements with RAPP and VICO from the Korinci Baru and Semberah
blocks. Net gas production increased from 44.0 MMCFD for the year ended December 31, 2007 to
56.4 MMCFD for the year ended December 31, 2008.

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.

Cost of Goods Sold


The Companys cost of goods sold is Rp.1,073.4 billion for the year ended December 31, 2008,
increased by Rp.278.2 billion or 35.0%, from Rp.795.2 billion for the year ended December 31,
2007, with the following details:
-

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.

The Companys work over decreased by Rp.7.9 billion, or 10.1%, from


Rp.77.9 billion for the year ended December 31, 2007 to Rp.70.0 billion for the year ended
December 31, 2008. This was driven by a reduction in the Companys workover activities at the
Gelam block following a renewed focus by the Company on development drilling activities at the
Gelam block during the period.

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

Income (Loss) before Tax


While the Companys operating expenses and other charges increased significantly over the period,
this increase only partially offset the increase in the Companys income from operations over the period.
As a result, the Company reported an increase in income before tax of Rp.70.4 billion, from a loss
of Rp.51.8 billion for the year ended December 31, 2007 to income of Rp.18.6 billion for the year
ended December 31, 2008.
Tax Benefit (Expense)
The Companys tax benefit decreased by Rp 222.9 billion, from a tax benefit of Rp.167.4 billion
for the year ended December 31, 2007 to a tax expense of Rp 55.5 billion for the year ended
December 31, 2008, with the following details :
- The
Companys
current
tax
expense
decreased
by
Rp.2.3
billion,
or 5.242% from Rp.44.5 billion for the year ended December 31, 2007 to Rp.42.2 billion for the year
ended December 31, 2008. Current tax expense was paid only on revenue derived from the
operations at the Malacca Strait block, and the Companys taxable income was calculated based on
the PSC tax regime. For the year ended December 31, 2008, the Companys taxable income from
the operations at the Malacca Strait block was lower than for the year ended December 31, 2007
due to an increase of deductible costs at the Malacca Strait block. The Company did not have any
taxable income at other production blocks since the amount of recoverable costs attributable to
those blocks exceeded its gross revenue from those blocks
- The Companys deferred tax benefit decreased by Rp.225.1 billion , from a tax benefit of Rp.211.9
billion for the year ended December 31, 2007 to a tax expense of Rp.13.2 billion for the year ended
December 31, 2008, primarily due to deferred tax benefits resulting from the significant increase in
the Companys unrecovered costs over the course of the period. This increase in unrecovered
costs in turn reflected the cost increases incurred by the Company in connection with drilling and
development activities at its production blocks.
Net Income (Loss)

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.

Cost of Goods Sold


The Companys cost of goods sold decreased by Rp.135.4 billion or 14.5%, from Rp.930.6 billion for the
year ended December 31, 2006 to Rp.795.2 billion for the year ended December 31, 2007, with the
following details :

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.

Loss before Tax


Because the decrease in the Companys operating expenses and other charges over the period more
than offset the decrease in the Companys income from operations over the period, the Companys loss
before tax decreased by Rp.231.9 billion, or 81.7%, from Rp.283.7 billion for the year ended December
31, 2006 to Rp.51.8 billion for the year ended December 31, 2007.
Tax Benefit (Expense)
The Companys tax benefit increased by Rp.147.1 billion, or 722.4%, from Rp.20.3 billion for the year
ended December 31, 2006 to Rp.167.4 billion for the year ended December 31, 2007., with the
following details :
-

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.

Net Income (Loss)


As a result of the increase in the Companys tax benefit described above, the Companys net income
increased by Rp.379.0 billion, from a net loss of Rp.263.4 billion for the year ended December 31, 2006,
to a net income of Rp.115.6 billion for the year ended December 31, 2007.

Consolidated Statements of Balance Sheet

in billion Rupiah
Description

ASSET
Current Asset

Total Current Assets


Total Assets
LIABILITIES
Current liabilities
Non-current liabilities
Total Liabilities
Minority interest
EQUITY
Total Liabilities and Equity

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

Comparison of the Years ended December 31, 2008 and 2007


The Companys Return on Equity for the year ended 31 Dec 2008 is (0.94%), a 127.45% reduction from
the previous yearss return on equity.
The Companys Return on Asset for the year ended 31 Dec 08 is (0.28%), or down by 77.24% compared
to the Return of Asset during the same period of the previous year.
Comparison of the Years ended December 31, 2007 and 2006
The Companys Return on Equity for the year ended 31 Dec 2007 is 3,45% , increase 124,82% from the
previous yearss return on equity.
The Companys Return on Asset for the year ended 31 Dec 07 is 1,23%, increase 141,00% from
previous year which was (3,00)%.
4.

Cash Flows from Financing Activities

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.

Foreign Currency Transactions and Translation

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

Risk Management Implementation


One good corporate governance indicator is the implementation of focused and intensive risk
management of the Company. The Company has developed its risk management function by
adopting an integrated risk management program, known as Enterprise Risk Management (ERM).
The Company evaluates all the risks encountered, measures the effect and possibility of the risks
occuring, and ascertains that management has taken the right action to mitigate them.
ERM program implementation in 2008 consisted of:

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.

Risk as Holding Company

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.

Risk of Oil and Gas Price Fluctuation

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.

Risk of Oil and Gas Reserves Scarcity

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.

Risk of Non Extension of Production Sharing Contract

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.

Risk of Lawsuit or Claim

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.

Risk of Government Policy/Regulation

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.

Risk of Foreign Currency Exchange Rate

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

VIII. IMPORTANT EVENTS AFTER ACCOUNTANT REPORT


DATE
There is no important event posted the issuance of independent accounting report which is significant to
be disclosed in this Offering Circular (Prospectus). The independent accounting reports here are
presented in conjunction with the right issue offering dated 10 December 2009, on the financial
statement of the company ended on 30 June 2009; 31 December 2008 and 31 December 2007.

53

IX.

1.

DESCRIPTION ON THE COMPANY AND ITS


SUBSIDIARIES
Brief History

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.

Working Interests of the Company and Subsidiaries

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 Share Ownership of the Company

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%

Kalila (Bentu) Ltd


(B.V.I)

Natural
Gas

Kalila (Korinci Baru)


Ltd (B.V.I)

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

PT Visi Multi Artha


(Indonesia)

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

Subscribed & Paid-Up Capital:


- PT Brantas Indonesia
- PT Kondur Indonesia
- UBS AG Singapore
- Rennier Abdul Rachman Latief
- Julianto Benhayudi
- Public*
Total Subscribed & Paid-Up 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.

Total of the unissued capital

30.41
19.95
8.28
4.71
3.31
33.34
100.00

* shareholders with ownership below 5%, except founding shareholders

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

Subscribed & Paid-Up Capital:


- PT Brantas Indonesia
- PT Kondur Indonesia
- Rennier Abdul Rachman Latief
- Julianto Benhayudi
- Public*
Total Subscribed & Paid-Up Capital

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.

Total Shares in Portfolio

* shareholders with ownership below 5%. except founding shareholders

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

Subscribed & Paid-Up Capital:


- PT Brantas Indonesia
- PT Kondur Indonesia
- Rennier Abdul Rachman Latief
- Julianto Benhayudi
- Public*
Total Subscribed & Paid-Up Capital

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.

Total of the unissued capital

24.35
26.17
1.05
2.18
46.25
100.00

* shareholders with ownership below 5%, except founding shareholders

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.

Subscribed & Paid-Up Capital:


-

(1)(2)

PT Brantas Indonesia
(1)(2)
PT Kondur Indonesia
(2)
Rennier Abdul Rachman Latief
(2)
Julianto Benhayudi
Public (each owner holds below 5%)

Total Subscribed & Paid-Up Capital


C.

Total of the unissued capital

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.

Subscribed & Paid-Up Capital:


-

PT Bakrie & Brothers Tbk

PT Brantas Indonesia
(1)(2)
PT Kondur Indonesia
(2)
Rennier Abdul Rachman Latief
(2)
Julianto Benhayudi
Public (each holds below 5%)

(1)(2)

Total Subscribed & Paid-Up Capital


C.

Total of the unissued capital

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.

Explanation on the Shareholder Composition of the Company


On the Consolidated Financial Report of the Company dated 30 June 2009 the shares ownership
of BB is 43.20%, while this Prospectus stated that according to Company Shares Registry as of
30 September 2009 shares owneship of BB is 0.02% and KI and BI each holds consecutively
26.21% dan 18.78%. The explanation in relation with the above matters is as follows:
a)

That the shares ownership of BB in the Company both as of 30 June 2009 or as of 30


September 2009 are basically the same i.e in the amount of 6,224,151,377 shares
(43.22%). There has been only a different method of describing the shares ownership in
Companys Financial Report as per 30 June 2009 and in this Prospectus of Second Right
Offering of the Company;

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)

That pursuant to Company Shares Registry as of 30 September 2009 as has been


disclosed in the Prospectus of Second Right Offering of the Company, KI and BI are
registered as the shareholder of the Company in amount of:
KI = 3,775,000,000 shares (26.21%)
BI = 2,703,755,775 shares (18.78%)
Pursuant to statement letter of KI and BI dated 5 October 2009 number of shares registered
under the name of KI in amount of 3,517,395,602 shares (24.42%) and registered under the
name of BI in amount of 2,703,755,775 shares (18.78%) are held for the interest of BB. The
balance of the amount of the shares being 257,604,398 shares (1.79%) are owned by KI.
Therefore the total amount of share ownership of BB in the Company registed under the
name of KI dan BI as of 30 September 2009 are in amount of 6,221,151,377 shares
(43.20%).
Besides owning shares through KI and BI as of 30 September 2009 BB also registered as
the owner of 3,000,000 shares (0.02%) of the Company. Therefore the total ownership of
shares of the Company which owned by BB either registered under the name of KI and BI
or registered under its own name are 6,224,151,377 shares (43.22%). Total ownership by
BB in the Company as of 30 September 2009 are remain the same with the total ownership
of BB as of 30 June 2009.
In the Prospectus of Second Rights Offering, the Company presented the ownership of BB
in the Companys capital structure by way of unconsolidated method by presenting the
name of the party who registered as the shareholder, i.e KI and BI pursuant to the Company
Shares Registry as of 30 September 2009 and pursuant the laws and regulations applicable
to the Company.
In this Second Right Offering, KI and BI has issued statement letter on 23 December 2009
which stated the following:
a.

b.

Assignment of the HMETD of KI and BI to BB is not in breach of any provision under


the agreements with the third party(s) including any loan or financing agreement which
KI and BI are the party to it.
KI and BI shall fully responsible of any claim(s) from any party(s) in the future in relation
with the ownership of the Companys shares by KI and BI in relation with the
Companys plan to do the Second Rights Offering.

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.

Summary Information Regarding Shareholders in the Form of Legal Entity

PT Bakrie & Brothers Tbk (BB)


Brief History
PT Bakrie & Brothers Tbk (former N.V. Bakrie & Brothers) established on 13 March 1951 based on
the Deed No. 55. drawn up before She Khwan Djioe. public notary in Jakarta. was approved by the
Minister of Justice of the Republic of Indonesia in his Decision Letter No. J.A.8/81/6 dated 25 August
1951.
BB Articles of Association have been amended several times. and most recent amendment by the
Deed of Statement of Resolutions of Extraordinary General Meeting of Shareholders No. 15 dated 9
July 2008. drawn up before Agus Madjid. SH., public notary in Jakarta.
BB is domiciled in Jakarta. Indonesia and having its office in Wisma Bakrie 2. 16th Floor. Jl. H.R.
Rasuna Said Kav. B-2. Jakarta 12920.
BB shall domicile in Jakarta. Indonesia and have its head office at Wisma Bakrie 2 Lt. 16. Jl. H.R.
Rasuna Said Kav. B-2. Jakarta 12920.
Purpose and Objective
Purposes and Objectives of the business undertaken by BB through its subsidiaries shall be to
perform business in the fields of construction, plantation, petrochemicals, trading, mining, Foods,
automotive components or auto parts, building material products, and telecommunication in Indonesia
and overseas, and has 3 (three) main divisions, namely infrastructure division, telecommunication
division and plantation division.
BB currently own three main business sectors. i.e. infrastructure. telecomunication. and plantation.
Infrastructure sector is including business activities in the field of oil and gas infrastructure production.
steel construction and fabrication. building materials. and automotive component. Telecomunication
sector is including business activities in the field of installation and development of communciation
network and facilities. either fixed line and fixed wireless. In the meantime. plantation sector is
including business activities in the field of oil palm and rubber plantation and processing. and
development of bio-diesel.

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

: Nalinkant Amratlal Rathod


: Saptari Hoedaja
: Srivastava Dileep

Irwan Sjarkawi
Armansyah Yamin
Nugroho I. Purbowinoto
Mohammad Ikhsan

61

Director
Director

: Gafur Sulistyo Umar


: Raden Ajeng Sri Dharmayanti

Summary of Important Financial Data


On the basis of Consolidated Financial Statement audited by Public Accountant Office Tjiendradjaja
dan Handoko Tomo (formerly Handoko Tomo) and Jimmy Budhi & Rekan with Unreserved and
Unqualified Opinion. the following is Summary of Financial Data of KPSA:
The following tabel provides BB important financial data summary valid for 6 (six) month period
closing at 30 June 2009 as has been audited by Kantor Akuntan Publik (KAP) Tjiendradjaja and
Handoko Tomo (formerly Handoko Tomo) with opinion of Unreserved and Unqualified Opinion and
for years closing at 31 December 2008. 2007 and 2006 audited by Public Accountant Office) Doli.
Bambang. Sudarmadji and Dadang with opinion of Unreserved and Unqualified Opinion.
(in billion Rupiah)

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

PT Kondur Indonesia (KI)


Brief History
KI was first established under the name of PT Energi Bumi Persada based on the Deed No.18 dated
16 October 2001. drawn up before Rakhmat Syamsul Rizal. S.H..M.H.. public notary in Jakarta. as
has obtained legalization from Minister of Justice and Human Rights of the Republic of Indonesia by
virtue of Decree Number: C-14508 HT.01.01.TH.2001 dated 29 November 2001. registered in the
Company Register No. 194/BH.09.03/I/2002 with the Company Registration Office of South Jakarta
on 31 Januari 2002. published in State Gazette of the Republic of Indonesia No.31. dated 16 April
2002. Supplement No. 3687.
Based on the of Statement of Resolutions of Extraordinary General Meeting of Shareholders No. 02
dated 5 March 2004 drawn up before Hizmelina. S.H.. public notary in Jakarta. the Companys name
was changed from PT Energi Bumi Persada to become PT Kondur Indonesia (KI). Such Deed has
obtained approval from Minister of Justice and Human Rights the Republic of Indonesia by virtue of
Decree Number: C-07138.HT.01.04.TH 2004 dated 24 March 2004.
Articles of Association of KI have most recently been modified and adjusted in compliance with the
provisions of Law No. 40 Year 2007 by virtue of Deed of Statement of Shareholder Resolutions No.
92 dated 22 July 2008 executed and passed before Humberg Lie. S.H.. SE. Mkn. public notary in
Tangerang (Deed No.92/2008). as has obtained legalization from Minister of Justice and Human
Rights of the Republic of Indonesia in his Decision Letter No. AHU-52589.AH.01.02.Tahun 2008
dated 19 August 2008.

62

Purposes and Objectives


Purposes and Objectives of the business of KI shall be to undertake business in forestry. plantation.
agriculture. services. trading. development. industry. printing. mining. animal husbandry.

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.

Subscribed & Paid-Up Capital:


-

Julianto Benhayudi
Supartono

Total Amount of Subscribed & Paid-Up Capital


C.

Total of the unissued capital

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

Management and Supervision


The structures of the Board of Directors and Board of Commissioners of KI at the time of issue of this
Prospectus are as follows:
Board of Commissioners
Commissioner
: Julianto Benhayudi
Board of Directors
Director
: Supartono

PT Brantas Indonesia (BI)


Brief Historical
BI was first established by the name of PT Energi Daya Persada based on the Deed No. 17 dated 16
October 2001. drawn up before Rakhmat Syamsul Rizal SH. MH. notary in Jakarta. as has obtained
legalization from Minister of Justice and Human Rights the Republic of Indonesia by virtue of Decree
Number: C-14696.HT.01.01.TH.2001 dated 30 November 2001. registered in the Shareholders
Register No. 192/BH.09.03/I/2002 with the Company Registration Office Municipality of South Jakarta
on 31 January 2002 published in State Gazette of the Republic of Indonesia No.31. dated 16 April
2002. Supplement No. 3683.
On the basis of Deed of Statement of Resolutions of Extraordinary General Meeting of Shareholders
No. 01. dated 5 March 2004 drawn up and passed before Hizmelina. S.H.. public notary in Jakarta.
the name of the Company was changed from PT Energi Daya Persada to become PT Brantas
Indonesia (BI). Such Deed has obtained approval from Minister of Justice and Human Rights the
Republic of Indonesia by virtue of Decree Number: C-06851.HT.01.04.TH 2004 dated 19 March 2004.
Articles of Association of BI have most recently been modified and adjusted in compliance with the
provisions of Law No. 40 Year 2007 by virtue of Deed Statement of Shareholder Resolutions No. 41
dated 12 May 2009 executed and passed before Humberg Lie. S.H.. SE. Mkn. Notary Public
practicing in Tangerang (Deed No.41/2009). as has obtained approval from Minister of Law and
Human Rights of the Republic of Indonesia by virtue of Decree Number: AHU-27715.01.02. Tahun
2009 dated 22 June 2009.
Purpose and Objective
Purposes and Objectives of the business of BI shall be to undertake business in the fields of forestry.
plantation. agriculture. services. trading. development. industry. printing. mining. animal husbandry.

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

Total Subscribed and Paid-Up Capital

500

500,000,000

100.00

1,500

1,500,000,000

A.

Authorized Capital

B.

Subscribed and Paid-Up Capital:


-

C.

Total of the unissued capital

Management and Supervision


Structure of the Board of Commissioners and Board of Directors of BI at the time of the issue of this
Prospectus is as follows:
Board of Commissioners
President Commissioner : Supartono
Board of Directors
Director
6.

: Nazamudin Latief

Management and Supervisory Board of the Company

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

: Imam Pria. Agustino


: Didit Hidayat Agripinanto
: Amir Balfas

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

Saptari Hoedaja, President Commissioner


Indonesian Citizen, born in Jakarta in 1959.
Serving President Commissioner of the Company as from May 2007 to
May 2014.
Earning his Bachelor of Engineering Degree from Bandung Institute of
Technology in 1983.
Offices and positions once and currently being served:
2008 - present time, Director PT Bakrie & Brothers Tbk
2007 - present time, President Commissioner PT Arutmin Indonesia
2007 - present time, President Commissioner PT Kaltim Prima Coal
2001 - present time, President Director PT Bumi Resources Tbk

A. Qoyum Tjandranegara, Independent Commissioner


Indonesian Citizen, born in Garut in 1939.
Serving Independent Commissioner of the Company as from June 2007
until May 2014.
Earning his Bachelor Degree of Chemical Engineering from Bandung
Institute of Technology in 1964. Earning his Master Degree in
Petroleum Economy from Rueil Malmaison, France in 1969. At present
he is pursuing a Ph.D. Program in Chemical Engineering at University of
Indonesia.
Offices and positions once and currently being served:
2002 - 2004, Expert Staff for Vice President the Republic of Indonesia
for Energy and Industry
1996 - 2001, President Director PT Perusahaan Gas Negara
1992 - 1996, President Director Perum Gas Negara
Sulaiman Zuhdi Pane, Independent Commissioner
Indonesian Citizen, born in Pematang Siantar in 1938.
Serving Independent Commissioner of the Company as from March
2008 until May 2014.
Graduate of Bandung Institute of Technology Department of Geology, in
1962.
Offices and positions once and currently being served:
2001 - present time, Commissioner PT Bumi Resources Tbk,
concurrently serving Chairman of Audit Committee PT Bumi
Resources Tbk.
1999 - 2000, Advisor to President Director PERTAMINA
1966 - 1999, Expert Staff dari President Director PERTAMINA
1990 - 1991, Area General Manager PERTAMINA North Sumatera
1988 - 1990, Vice President dari Divisi Explorasi di PERTAMINA

65

Suyitno Patmosukismo, Commissioner


Indonesian Citizen, born in Bandung in 1937.
Serving Commissioner of the Company as from May 2007 until May
2014.
Graduate of Bandung Institute of Technology Department of Geology, in
1963. Earning his Master Degree of Law from Padjajaran University, in
2006.
Offices and positions once and currently being served:
2004 - 2007, President Commissioner of the Company
1988 - 1996, Director General of Oil and Gas Ministry of Mining and
Energy
1988 - 1996, Chairman of Board of Governors OPEC
1988 - 1996, Executive Advisor for Indonesian Petroleum Association.
1986 - 1988, Director Exploration and Production Pertamina

Nalinkant A. Rathod, Commissioner


Indian Citizen, born in Rajahmundry in 1950.
Serving Commissioner of the Company as from May 2007 until May
2014.
Graduate of Andhra University, India and Associate Member of Institute
of Chartered Accountants of India (CPA) in 1976.
Offices and positions once and currently being served:
2008 - present time, President Director at PT Bakrie & Brothers Tbk
2007 - present time, President Director at PT Kaltim Prima Coal
2007 - present time, President Director at PT Arutmin Indonesia
2005 - present time, Commissioner at PT Bumi Resources Tbk
2005 - present time, Commissioner at PT Bakrie Telecom Tbk
2001 - present time, Managing Director at Capital Managers Asia Ltd
1993 - 2001, Managing Director & COO at PT Bakrie & Brothers Tbk
1989 - present time, Managing Director at Great Asian Holdings Pte.Ltd
DIREKSI
Imam P. Agustino, President Director
Indonesian Citizen, born in Bandung in 1954.
Serving President Director of the Company as from May 2009 until May
2014, with his duties and responsibility to coordinate management of
the Company so it can perform efectively and eficiently.
Graduate of Parahyangan University Bandung Department of
Mechanical Engineering.
Offices and positions once and currently being served:
2006 - 2007, President & General Manager Lapindo Brantas,Inc.
2001 - 2006, Director Energy Services Pte. Ltd
1996 - 2001, Director GTN Pte Ltd
1995 -1996, Special Project Representative at Trafalgar House, UK/
Kvaerner Oil & Gas
Didit Hidayat Agripinanto, Director
Indonesian Citizen, born in Kln in 1964.
Serving Director of the Company as from May 2009 until May 2014 with
his duty and responsibility to manage Companys finance and treasury.
Earning his Doctorate Degree (DBA) in Economics and Financial
Management from Boston University, the United States of America in
2000.
Offices and positions once and currently being served:

66

2006 - 2008, President Director Federal JWR Energy Pte. Ltd.


2006 - 2008, President Director PT Petroflexx Prima Daya
1993 - 2008, President Commissioner PT Putra Indonesia Puruhita
1993 - 2002, President Commissioner PT Pradanamitra Intrapersada
1992 - 1993, Financial Advisor at Gas Venture Adviser Boston, the
United States of America
1990 - 1991, Treasury Department at Mobil South Inc. (Mobil Oil
Corp) - Fairfax VA, the United States of America
1987 - 1990, Financial Advisor at PT Citra Harapan Abadi

Amir Balfas,Direktur Operasional


Indonesian Citizen, born in Bogor in 1951.
Serving Director of the Company as from May 2009 until May 2014 with
his duty and responsibility to manage Companys operational activities.
Graduate from Bandung Institute of Technology Department of
Geology, in 1981.
Offices and positions once and currently being served:
2007 - 2009, General Manager at EMP Malacca Strait
2001 - 2007, Vice President Exploration Division at EMP Malacca
Strait
1996 - 2001, G&G Manager at VICO Indonesia, East Kalimantan
Block
1990 - 1996, Division Geophysicist at VICO Indonesia, East
Kalimantan Block
1987 - 1990, Senior Geophysicist at VICO Indonesia, East Kalimantan
Block
1985 - 1987, Geophysicist II at VICO Indonesia, East Kalimantan
Block

Audit Committee for 2009-2014


Pursuant to the Minutes of Meeting of the Company Board of Commissioners on 1 September
2009.
Audit Committee has the authority to supervise any matters in relation to the integrity of financial
statement, recommendation for the appointment of External Auditor of the Company, Business Risk
Management and compliance with prevailing laws and regulations.
Chairman (Independent Commissioner): A. Qoyum Tjandranegara
Indonesian citizen, born in Garut on 14 January 1939, appointed as Audit Committee of the Company
in September 2004. He was popularly known as a prominent person in petroleum and natural gas
industry both in Indonesia and overseas. He once served an office as President Director of Perum
Gas Negara, President Director PT Perusahaan Gas Negara, Advisor to Ministry of Mining and
Energy, Secretary of Board of Commissioners Pertamina and Special Staff to Vice President the
Republic of Indonesia for Energy and Industry Sector.
Member : Hertanto
Indonesian citizen, born in Temanggung on 9 April 1947, having extensive experience as auditor for
38 years, and member of Audit Committee from October 2005. Serving as Independent
Commissioner in PT Adhi Karya (Persero) from 2004 until 2006.

67

Member : Toha Abidin


Indonesian citizen, born in Pekalongan on 18 August 1952, he is appointed as a member of Audit
Committee of the Company from September 2004. He has extensive experience as auditor for 30
years, starting deom staff auditor at Public Accountant Office Dra. Koesbandriyah, Bandung, in 1978.
He then worked at Directorate PW2, DJP, Ministry of Finance. From 1990 until now he is partner at
Public Accountant Office Pieter, Ulways & Rekan. Other position is President Director PT Piesta
Dinamika Consult.
Organization Structures

BOARD OF COMMISSIONER

COMMITTEES
AUDIT
RISK MANAGEMENT
CONFLICT OF INTEREST
COMPLIANCE
REMUNERATION

PRESIDENT
DIRECTOR
BOARD OF DIRECTOR

Imam P Agustino

FINANCE

OPERATIONS

DIRECTOR

DIRECTOR

Didit Hidayat Agripinanto

Amir Balfas

Corporate Secretary & VP Legal

Riri Harahap

VP Capital Market

BUSINESS DEVELOPMENT

Herwin Wahyu Hidayat

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.

To continue in up dating on the development of capital market especially especially in regard to


the capital markets laws and regulations.
To provide any information requested by public in connection with condition of the Company.
To advise the Board of Directors of the Company for the compliance of the regulations as set
forth in Law No. 8 of 1995 regarding Capital Market as well as its implementation.
To conduct active role as a contact person between Company and Bapepam-LK and public.

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.

Remuneration for Board of Commissioners and Board of Directors


Board of Commissioners and Board of Directors of the Company received remuneration of 2009 by
virtue of Deed of Minutes of Annual General Meeting of Shareholders of the Company No: 78, dated
28 May 2009 at the maximum net Rp. 1,900,000,000 per month.

7.

Human Resources of Company and Subsidiaries

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%

Composition of Employee by Management Level:


Year 2009
Management Level
Board of Commissioners &
Directors
Manager
Supervisor
Staff
Junior Staff
Secretary
Foreman
Total

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

Composition of Employee by Age Group:


Year 2009
Age
< 30 yrs
30 - 40 yrs
41 - 50 yrs
> 50 yrs
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%

Composition of Employee by Status:


31 June 2009
Age
Total

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%

Type of work that requires special skills :


Year 2009
Work Type
GEOLOGYST AND GEOPHYSICIST
ENGINEERING,
PLANNING
&
DEVELOPMENT
OPERATIONS AREA
OPERATIONS & ASSETS
TECHNICAL SUPPORT SERVICES

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

Adam, Peter Alastair

Name

Australia

2C21JE3081AM

17 October 2010

Soulsby, Thomas Leo

Australia

T.A BID
MECHANICAL
TA. BID. Business
Development

Validity

2C21JE7072-H

27 November 2009

Human Resource Development


Organization consolidation scheme is conducted comprehensively starting from the setting and
determination of policy, objectives, until implementation stages. Human resources development
(HRD) stages already begin with recruitment, training and development, setting of career path and
determination of Compensation & Benefit. Urgent tasks to be performed include the process of expert
regeneration which is rare in oil and gas upstream industry. The current glocal eceonomic crisis
proves that survival of a company starts from the creative steps taken within organization created
from the ideas of its HR working inside the company, not the machine nor the system of such
organization.
Recruitment
The Company makes revision and perfection in recruitment process on the basis of international
standards. In order to fufill the demand and to ensure the endurance of the organization at present or
in the future, the Company has consistently performed recruitment for High Potential Fresh

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.

Description on Oil and Gas Assets of Subsidiaries

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.

Description On The Companys Subsidiaries

The folowing tables are summary of Subsidiaries of the Company as follows:


No

Company Name

Address

Direct Ownership by the Company


1
PT Mosesa
Wisma Mulia.
Petroleum
Lantai 23
Jl. Jend Gatot
Subroto No.42
Jakarta 12710
2
Energi Mega
Portcullis
Pratama Inc. (B.V.I) TrustNet
Chambers. PO
Box 3444.
Road Town.
Tortola.
British Virgin
Islands
3
Energy Mega
80 Raffles
Persada PTE. LTD
Place. #16-20.
(Singapore)
UOB Plaza 2.
Singapore
048624
4
RHI Corporatioan
Corporation
Service
Company
2711
Centerville
Road. Suite
400.
Wilmington
DE 19808.
County of New
Castle.

Participatio
n
Percentage

Date of
Incorporati
on

Business Activities

75%

14
December
2004

Oil and Gas mining and


Geothermal

49.99%

15 October Limited to the shares


2003
ownership in its subsidiaries
which are KEIL and EEKL

100%

21 August
2006

Limited to the shares


ownership in Energi Mega
Pratama Inc. (B.V.I)

100%

12 July
1984

Shares ownership in KPSA

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

PT Visi Multi Artha


(Indonesia)

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

Undertake business in the


fields of trading.
development. industry.
mining. land transportation.
agriculture. printing. auto
workshop and services
(except legal and tax
services).
Undertake business in the
fields of oil. gas and
geothermal mining including
the management of
production fields. drilling.
mudwell logging and other
related business.
Undertake business in the
fields of services.
development. trading.
industry. printing. land
transport. auto workshop.
agriculture. mining.
exploration and exploitation
of oil and gas.
Undertake business in the
fields of services.
development. trading.
industry. printing. land
transport. auto workshop.
agriculture. mining.
exploration and exploitation
of oil and gas.
Undertake business in the
fields of forestry. plantation.
agriculture. services. trading.
developer and/or real estate.
industry. printing. mining.
farming
Undertake business in
general trading and to do
investment activity

Undertake business which


are not in contradiction with
the Laws applicable in
Seychelles

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

Undertake business in the


fields of trading and
services.

Contractor in the Kangean


PSC. East Java. Indonesia.
With a working interest
ownership of 40%.

Contractor in the Kangean


PSC. East Java. Indonesia.
With a working interest
ownership of 60%.

Pol and gas industry.


Operator

Undertake business in the


fields of exploration.
exploitation. trading.
management and
transportation of Oil and Gas
Special business activity in
the field of Oil and Gas
mining

Ownerhip of 50% working


interest in Gebang PSC.

19

Kalila (Bentu) Ltd


(B.V.I)

20

Kalila (Korinci) Ltd


(B.V.I)

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

Ownerhip of 100% working


interest in Korinci Baru PSC.

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

: 1.000 (one thousand) shares

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

(In million United States Dollar)


31 December
2008
2007
2006

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

TOTAL LIABILITIES AND EQUITY

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)

Director : Amir Balfas


Summary of Important Financial Data
Pursuant to Consolidated Financial Statement audited by Public Accountant Office Handoko Tomo for
6 (six) month period closing at 30 June 2009 and for years closing at 31 December 2008, 2007 and
2006 audited by Public Accountant Office Jimmy Budhi & Rekan with Unreserved and Unqualified
Opinion, the following is Summary of Financial Data of RHI:

2. Kondur Petroleum S.A. (KPSA)


Brief History
Pursuant to Legal Opinion dated 16 November 2009 issued by Icaza, Gonzales-Ruiz & Aleman,
Kondur Petroleum SA (KPSA) is a limited liability company duly established in accordance with the
laws of the Republic of Panama, by virtue of the Notarial Document No.4629, dated 7 December
1967.
Business Activity
Development of the Companys business activities in this sector of industry in Indonesia were initially
conducted by the acquisition of 100% RHIs share ownership on 6 Februari 2003. RHI is the
shareholder of the entire shares issued by KPSA. KPSA is the holder of 34,46% Working interest in
Malacca Strait PSC in Province of Riau, Indonesia since 5 August 1970. KPSA assigned as the
operator of the said contract area since 12 October 1995.
Capital Structure and Shareholders
Description
A.

Total
Shares

Certificate
Serial Number

Subscribed & Paid-Up Capital:


RHI Corporation

5,005

5,005,000

RHI Corporation

4,995

4,995,000

10,000

10,000,000

Total Subscribed & Paid-Up Capital


B.

Nominal Value
(US$)

Total of the unissued capital

A-5
A-6

50.05
49.95

Management and Supervision


At the time of the issue of this Prospectus. Structure of the Board of Directors of KPSA are as follows:
Director : Christian V. Ponto
Director : Arie Sudewo
Director : Amir Balfas
Summary of Important Financial Data
Pursuant to the Consolidated Financial Statement audited by Public Accountant Office Tjiendradjaja
dan Handoko Tomo (formerly Handoko Tomo) for 6 (six) month period closing at 30 June 2009 and
for years closing at 31 December 2008. 2007 and 2006 audited by Public Accountant Office Jimmy
Budhi & Rekan with Unreserved and Unqualified Opinion. the following is Summary of Financial
Data of KPSA:

79

Description

(In million United States Dollar)


31 December
2007
2006

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)

3. PT Imbang Tata Alam (ITA)


Brief History
ITA is an Indonesian corporation in form of limited liability company pursuant to the provision of Law
No. 1 Year 1995 regarding Company Laws. ITA was established by virtue of Deed No. 3. dated 1
June 2001. drawn up and passed before H. 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 No.C-02715 HT.01.01.TH.2001 dated 3 July 2001. registered in
Company Register under No. 1427/BH.09.03/X/2001 at Company Registration Office Municipality of
South Jakarta as at 24 October 2001 as well as promulgated in the State Gazette of the Republic of
Indonesia No. 5. dated 15 January 2002. Supplement No. 531.
Articles of Association of ITA have been amended several times and the most recent amendment
shall be made in compliance with the provisions of Law No. 40 Year 2007 by virtue of Deed of
Statement of Shareholder Resolutions No. 42. dated 9 July 2008. drawn up and passed before
Humberg Lie. SH. SE. MKn. Notary Public in Tangerang (Deed No.42/2008). as has obtained
approval from Minister of Law and Human Rights of the Republic of Indonesia by virtue of Decree No.
AHU-47673.AH.01.02.Year 2008. dated 5 August 2008.
Business Activity
Business activity of ITA is in the fields of forestry. plantation. agriculture. services. trading. developer
and/or real estate. industry. printing. mining and poultry.
Capital Structure
Pursuant to Deed No.42/2008. the capital structure of ITA is as follows:
Description

Total Shares

Nominal Value

A.

Authorized Capital

400,000

400,000,000,000

B.

Subscribed and Paid-Up Capital:


The Company

102,885

102,885,000,000

80

99.99

Endamara Siregar

Total Subscribed and Paid-Up Capital


C.

Total of the unissued capital

297,114

1,000,000

0.01

102,886,000,000

100.00

297,114,000,000

Management and Supervision


Structure of the Board of Directors of ITA at the time this Prospectus is issued are as follows:
Director
: Endamara Siregar
Commissioner : Partumpuan Naiborhu
Summary of Important Financial Data
Pursuant to Consolidated Financial Statement audited by Public Accountant Office Tjiendradjaja dan
Handoko Tomo (formerly Handoko Tomo) for 6 (six) month period closing at 30 June 2009 and for
years closing at 31 December 2008. 2007 and 2006 audited by Public Accountant Office Jimmy Budhi
& Rekan with Unreserved and Unqualified Opinion. the following is Summary of Financial Data of
ITA:
Description

(In million United States Dollar)


31 December
2007
2006

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

4. Energi Mega Pratama Inc. (EMPI)


Brief History
Pursuan to Legal Opinion Report dated 24 November 2009 issued by Appleby Global. legal
consultant from the British Virgin Islands. Energi Mega Pratama Inc (EMPI) is a limited liability
company duly established by virtue under the laws of British Virgin Islands.
Business Activity
Business activity of EMPI is holding shares ownership in KEIL and EEKL.
Capital Structure and Shareholders
Capital structure of EMPI comprise of 52,000,020 common registered shares with par nominal value
of US$ 1. The latest capital structure of EMPI are as follows:
Authorized Capital

: US$ 52,000,020

Subscribed Capital

: US$ 52,000,020

Description

Nominal Value (US$)

A.

Authorized Capital

52,000,020

52,000,020

B.

Subscribed & Paid-Up Capital:


PT Energi Mega Persada Tbk
Mitsubishi Corporation
Japan Petroleum Exploration Co Ltd

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

Energy Mega Persada Pte Ltd


Total Subscribed & Paid-Up Capital
C.

Total Shares

Total of the unissued capital

82

Summary of Important Financial Data


Pursuant to Consolidated Financial Statement audited by Public Accountant Office Handoko Tomo for
6 (six) month period closing at 30 June 2009 and for years closing at 31 December 2008. 2007 and
2006 audited by Public Accountant Office Jimmy Budhi & Rekan with Unreserved and Unqualified
Opinion. the following is Summary of Financial Data of EMPI:
(in million United States Dollar)

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)

5. Kangean Energy Indonesia Ltd (KEIL)


Pursuant to Legal Opinion dated 12 November 2009 issued by Smith Katzenstain Furlow LLP.. legal
consultant from the State of Delaware. Kangean Energy Indonesia Ltd (KEIL) is a limited liability
company duly established by virtue under the laws of the State of Delaware. United States.
The companys name have been changed several times. one of the name was EMP Kangean Ltd.
and most recent changed its name to become Kangean Energy Indonesia Ltd. by virtue of Certificate
of Amendment of Certificate of Incorporation dated 26 June 2007 as has been legalized by Harriet
Smith Windsor. Secretary of State of Delaware. dated 5 July 2007.
Business Activity
Business activity of KEIL shall be exploration and exploitation of natural petroleum and gas in
Indonesia and as the owner of 60% working interest in Kangean PSC. East Java. Indonesia.
Capital Structure and Shareholders
Capital structure of KEIL are as follows:
Description

Total Shares

Nominal Value (US$)

1,000

100,000

Total Subscribed & Paid-Up Capital

100
100

10,000
10,000

C.

900

90,000

A.

Authorized Capital

B.

Subscribed and Paid-Up Capital:

Energi Mega Pratama Inc

Total of the unissued capital

83

100
100

Management and Supervision


Structure of Board of Directors of KEIL at the time of the issue of this Prospectus shall be as follows:
Director : Motoki Ito
Director : Motofumi Hyodo
Director : Imam Pria Agustino
Summary of Financial Data
Pursuant to Consolidated Financial Statement audited by Public Accountant Office Handoko Tomo for
6 (six) month period closing at 30 June 2009 and for years closing at 31 December 2008. 2007 and
2006 audited by Public Accountant Office Jimmy Budhi & Rekan with Unreserved and Unqualified
Opinion. the following is Summary of Financial Data of KEIL:
Description

(In million United States Dollar)


31 December
2007
2006

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)

6. EMP Exploration (Kangean) Limited (EEKL)


Brief History
Pursuant to Legal Opinion Report dated 13 November 2009 issued by Clifford Chance LLP.. EEKL is
a limited liability company duly established by virtue under the laws of England dated 17 March 1966.

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

Capital Structure and Shareholders


Capital structure of EEKL are as follows:

1,000

Nominal Value
(poundsterling)
100,000

Total Subscribed & Paid-Up Capital

100
100

10,000
10,000

C.

900

90,000

Description
A.

Authorized Capital

B.

Subscribed & Paid-Up Capital:

Total Shares

Energi Mega Pratama Inc


Total of the unissued capital

100
100

Management and Supervision


Structure of Board of Directors of EEKL at the time of the issue of this Prospectus shall be as follows:
Director : Junichi Matsumoto
Director : Didit Hidayat Agripinanto
Summary of Financial Data
Pursuant to Consolidated Financial Statement audited by Public Accountant Office Handoko Tomo for
6 (six) month period closing at 30 June 2009 and for years closing at 31 December 2008. 2007 and
2006 audited by Public Accountant Office Jimmy Budhi & Rekan with Unreserved and Unqualified
Opinion. the following is Summary of Financial Data of EEKL:
Description

(In million United States Dollar)


31 December
2007
2006

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

7. PT Tunas Harapan Perkasa (THP)


Brief Summary
PT Tunas Harapan Perkasa (THP) is a limited liability company duly established and organized
under the laws of the Republic Indonesia. pursuant to Deed of Establishment No. 16 dated 8 August
2005. made before Darmawan Tjoa. S.H.. SE.. Public Notary in Jakarta. which has obtained an
approval from Menteri Hukum dan Hak Asasi Manusia Republik Indonesia pursuant to the Decree
Letter No.C-24259.HT.01.01.TH. 2005 dated 1 September 2005. registered in Company Register
under No.1887 RUB 09-02/XI/2005. at Company Registration Office of West Jakarta dated 10
November 2005 and published in State Gazette of the Republic of Indonesia No. 26 dated 31 Maret
2006. Addition No. 3460.
Articles of Association of THP has severally amended and the latest amendment is concerning the
adjustment with the provision of Law No. 40 Year 2007 pursuant to the Restatement Deed of
Extraordinary General Meeting of Shareholder of THP No. 9. dated 14 May 2008. made before
Hizmelina. SH. Public Notary in Jakarta. which has obtained an approval from Menteri Hukum dan
Hak Asasi Manusia Republic of Indonesia pursuant to the Decree Letter No.AHU-30541.AH.01.02. of
2008. dated 5 Juni 2008.
Business Activity
Business activity of THP is in trading. development. industry. mining. land transportation. agriculture
printing. workshop and services (excluding Legal and tax services).
Capital and Shareholders Composition
Pursuant to the Deed of Restatement of Shareholders Resolutions No. 16. dated 25 January 2006.
made before Humberg Lie. SH. SE. MKn. Public Notary in Tangerang. capital structure of the par
value of each share is as follows:
Description
A.

Shares Amount

Authorized Capital

Issued and Paid-up Capital:


- Company
- Ichsan Rizal
Amount of the Issued and Fully Paid Shares

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.

Total of the unissued capital

99.99
0.01
100.00

Management and Supervision


The Composition of the Board of Director and the Board of Commissioner of THP at the time of this
Prospectus issued are as follows:
Commissioner
Commissioner

Endamara Siregar

Director
Director

Ichsan Rizal

Summary Financial Data


The following tables set forth certain summary historical consolidated financial data of THP 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.

86

(in billion Rupiah)

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

8. PT Semberani Persada Oil (Semco)


Semco. is established and organized under the laws of the Republic Indonesia. pursuant to Deed of
establishment No.332 dated 23 December 1994. made before Siti Pertiwi Henny Shidki. Public Notary
in Jakarta and has obtained an approval from Menteri Hukum dan Hak Asasi Manusia Republik
Indonesia pursuant to the Decree Letter No. C2-12.509.HT.01.01.TH.95 dated 3 October 1995.
registered in Company Register under No.778/1996 dated 3 June 1996 at the Bailiff Office of Central
Jakarta Distric Court. and published in State Gazette of the Republic of Indonesia No. 54 dated 5
July 1996. Addition No. 5996.
Articles of Association of Semco has severally amended and the latest amendment is concerning the
adjustment with the provision of Law No. 40 Year 2007 pursuant to the Restatement Deed of
Extraordinary General Meeting of Shareholder of Semco No. 127. dated 24 April 2008. made before
Hizmelina. SH. Public Notary in Jakarta. which has obtained an approval from Menteri Hukum dan
Hak Asasi Manusia Republik Indonesia pursuant to the Decree Letter No.AHU-30145.AH.01.02. of
2008. dated 4 July 2008.
Ownership of 100% working interest in Blok Semberah TAC is pursuant to TAC dated 17 November
1995.
Business Activity
Business activity of Semco is in trading and transportation.
Capital and Shareholders Composition

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.

Issued and Paid-up Capital:


- THP

110,911

110,911,000,000

99.99

11

11,000,000

0.01

110,922

110,922,000,000

100

Ichsan Rizal

Amount of the Issued and Fully Paid Shares


C.

Total of the unissued capital

Management and Supervision


The Composition of the Board of Director and the Board of Commissioner of Semco at the time of this
Prospectus issued are as follows:
Commissioner
Commissioner

Endamara Siregar

Director
Director

Ichsan Rizal

Summary Financial Data


The following tables set forth certain summary historical financial data of Semco 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.

Description

30 Juni
2009

2008

(in million US Dollar)


31 Desember
2007
2006

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)

9. PT Insani Mitrasani Gelam (IMG)

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

Issued and Paid-up Capital:


- THP
- Ichsan Rizal
Amount of the Issued and Fully Paid Shares

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.

Total of the unissued capital

99.99
0.01
100.00

Management and Supervision


The Composition of the Board of Director and the Board of Commissioner of IMG at the time of this
Prospectus issued are as follows:
Commissioner
Commissioner

Agustono Zainal

Director
Director

lchsan Rizal

89

Summary Financial Data


The following tables set forth certain summary historical financial data of IMG 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.
(in million US Dollar)

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)

10. Costa International Group Limited (Costa)


Brief Summary
Pursuant to legal opinion dated 24 November 2009 issued by Appleby Global. Legal Consultant in
British Virgin Islands. Costa International Group Limited (Costa) is a legal entity which is
legitimately established pursuant to the laws of the state British Virgin Islands.
Business Activity
Objective and purpose of Costa. 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 50% working interest in Blok Gebang PSC.

90

Capital and Shareholders Composition


Capital Structure of Costa is as follows:
Description

50,000

Nominal Value
(US$)
50,000

10
10

10
10

49,990

49,990

Shares Amount

A.

Authorized Capital

B.

Issued and Paid-up Capital:

PT Tunas Harapan Perkasa


Amount of the Issued and Fully Paid Shares
C.

Total of the unissued capital

100
100

Management and Supervision


The Composition of the Board of Director of Costa at the time of this Prospectus issued are as
follows:
Director

Ichsan Rizal

Summary Financial Data


The following tables set forth certain summary historical financial data of Costa 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.
(in million US Dollar )

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

11. Kalila (Bentu) Ltd (KBL)


Brief Summary
Pursuant to legal opinion dated 24 November 2009 issued by Appleby Global. Legal Consultant in
British Virgin Island. Kalila (Bentu) Limited (KBL) is a legal entity which legitimately establish
pursuant to the laws of the British Virgin Islands in accordance with International Business
Companies Act dated 18 September 2003.

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.

Capital and Shareholders Composition


Capital Structure of KBL is as follows:
Description
A.

Authorized Capital

B.

Issued and Paid-up Capital:

PT Tunas Harapan Perkasa


Amount of the Issued and Fully Paid Shares
C.

50,000

Nominal Value
(US$)
50,000

10
10

10
10

49,990

49,990

Shares Amount

Total of the unissued capital

100
100

Management and Supervision


The Composition of the Board of Director of KBL at the time of this Prospectus issued are as follows:
Director

Ichsan Rizal

92

Summary Financial Data


The following tables set forth certain summary historical financial data of KBL 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.

Description

30 Juni
2009

(in million US Dollar)


31 Desember
2007
2006

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)

12. Kalila (Korinci Baru) Limited (KKBL)


Brief Summary
Pursuant to legal opinion dated 24 November 2009 issued by Appleby Global. Legal Consultant in
British Virgin Island. Kalila (Korinci Baru) Limited (KKBL) is a legal entity which legitimately
establish pursuant to the laws of the British Virgin Islands in accordance with International Business
Companies Act dated 18 September 2003.
Business Activity
Objective and purpose of KKBL 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 Korinci Baru PSC.
Capital and Shareholders Composition
Capital Structure of KKBL is as follows:
Description
A.

Authorized Capital

B.

Issued and Paid-up Capital:

PT Tunas Harapan Perkasa


Amount of the Issued and Fully Paid Shares
C.

50,000

Nominal Value
(US$)
50,000

10
10

10
10

49,990

49,990

Shares Amount

Total of the unissued capital

93

100
100

Management and Supervision


The Composition of the Board of Director of KKBL at the time of this Prospectus issued are as
follows:
Director

Ichsan Rizal

Summary Financial Data


The following tables set forth certain summary historical financial data of Korinci Baru 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.

Description

(in million US Dollar)


31 Desember

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)

13. PT Mosesa Petroleum (MP)


Brief Summary
MP. is established and organized under the laws of the Republic Indonesia. pursuant to Deed of
establishment No.4. dated 14 December 2004. made before Muhamat Hatta. 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. C-02721 HT.01.01.TH.2005. dated 1 February 2005.
registered in Company Register under No.806/BH.09.03/IV/2005 dated 4 April 2005 at Company
Registration Office of South Jakarta and published in State Gazette of the Republic of Indonesia No.
46. dated 1 February 2005. Addition No. 5870.
Articles of Association of MP has severally amended and the latest amendment is concerning the
adjustment with the provision of Law No. 40 Year 2007 pursuant to the Restatement Deed of
Extraordinary General Meeting of Shareholder of MP No.1. dated 4 November 2008. made before
Hizmelina. SH. Public Notary in Jakarta. which has obtained an approval from Menteri Hukum dan
Hak Asasi Manusia Republik Indonesia pursuant to the Decree Letter No.AHU-06242.AH.01.02. of
2009. dated 5 March 2009.

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

Issued and Paid-up Capital:


- Company
- PT Masagena Agung
- Rahina Dewayani
Amount of the Issued and Fully Paid Shares

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.

Total of the unissued capital

75.00
24.00
1.00
100.00

Management and Supervision


The Composition of the Board of Director and Board of Commissioners of MP at the time of this
Prospectus issued are as follows:
Commissioner
Commissioner

Adhita Amanda Zulfa

Director
Director

R. Luthfibarani Soeriwidjaja

Summary Financial Data


The following tables set forth certain summary historical financial data of MP 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 and 2007 audited by KAP Jimmy
Budhi & Rekan with unqualified opinion.
(in billion Rupiah)

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

14. PT Artha Widya Persada (AWP)


Brief Summary
AWP. is established and organized under the laws of the Republic Indonesia. pursuant to Deed of
establishment No.12. dated 21 January 2009. made before Beni Aguselyanto. SH. Public Notary in
Depok. which has obtained an approval from Menteri Hukum dan Hak Asasi Manusia Republic of
Indonesia pursuant to the Decree Letter No. AHU-09336.AH.01.01.of 2009. dated 25 March 2009.
Articles of Association of AWP has severally amended and the latest is the amendment of Article 3
paragraph (1) and (2) of the Articles of Association of AWP pursuant to the Deed of Minute of Meeting
No. 44 dated 15 April 2009 made before Humberg Lie. SH. SE. MKn. Public Notary in Tangerang
("Akta No. 44/2009"). which has obtained an approval from Menteri Hukum dan Hak Asasi Manusia
pursuant to the decree No. AHU.0060213.AH.01.09. of 2009. dated 11 September 2009.

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

Issued and Paid-up Capital:


- Company
- PT Bumi Resources Tbk.
Amount of the Issued and Fully Paid Shares

700
300
1,000

700,000,000
300,000,000
1,000,000,000

C.

3,000

3,000,000,000

B.

Total of the unissued capital

70.00
30.00
100.00

Management and Supervision


The Composition of the Board of Director and Board of Commissioners of AWP at the time of this
Prospectus issued are as follows:
Commissioners
President Commissioner
Commissioner

:
:

Christian Victor Ponto


Raden Eddie Junianto Subari

Director
President Director
Director

:
:

Saptari Hoedaja
Imam Pria Agustino

96

Summary Financial Data


The following tables set forth certain summary historical financial data of AWP for the six months
ended June 30. 2009 audited by KAP Tjiendradjaja and HandokoTomo (previously Handoko Tomo)
with unqualified opinion.
(in million US$)

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)

15. PT Visi Multi Artha ("VMA")


Brief Summary
VMA. is established and organized under the laws of the Republic Indonesia. pursuant to Deed of
establishment No. 08 dated 21 January 2009. made before Beni Aguselyanto. SH. Public Notary in
Depok. which has obtained an approval from Menteri Hukum dan Hak Asasi Manusia Republic of
Indonesia pursuant to the Decree Letter No. AHU-09337.AH.01.01 of 2009 dated 25 March 2009.
Articles of Association of VMA has severally amended and the latest is the amendment of Article 3
paragraph (1) and (2) of the Articles of Association of VMA pursuant to the Deed of Restatement of
the Shareholders Resolution of VMA No. 49 dated 15 April 2009 made before Humberg Lie. SH. SE.
MKn. Public Notary in Tangerang ("Akta No. 49/2009"). which has obtained an approval from Menteri
Hukum dan Hak Asasi Manusia pursuant to the decree No. AHU-0053307.AH.01.09 of 2009 dated 19
August 2009.
Business Activity
Business activity of AWP is in services. development. trading. industry. printing. land transportation.
workshop. agriculture. mining and exploration of Oil and Gas.

97

Capital and Shareholders Composition


Pursuant to the Deed No. 49/2009. capital structure of VMA is as follows:
Description
A.

Shares Amount

Authorized Capital

Nominal Value

4,000

4,000,000,000

Issued and Paid-up Capital:


- Company
- PT Bumi Resources Tbk.
Amount of the Issued and Fully Paid Shares

700
300
1,000

700,000,000
300,000,000
1,000,000,000

C.

3,000

3,000,000,000

B.

Total of the unissued capital

70.00
30.00
100.00

Management and Supervision


The Composition of the Board of Director and Board of Commissioners of VMA at the time of this
Prospectus issued are as follows:
Commissioners
President Commissioner
Commissioner

:
:

Christian Victor Ponto


Raden Eddie Junianto Subari

Director
President Director
Director

:
:

Saptari Hoedaja
Imam Pria Agustino

Summary Financial Data


The following tables set forth certain summary historical financial data of VMA for the six months
ended June 30. 2009 audited by KAP Tjiendradjaja and HandokoTomo (previously Handoko Tomo)
with unqualified opinion.

(in million US Dollar)

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

16. EMP Holdings Singapore Pte. Ltd. (EMPHS)


Brief Summary
EMPHS was established under the laws of the Republic of Singapore on 4 October 2007.
Business Activity
Business activity of EMPHS is in general trading and to conduct capital investment.
EMPHS was established by the Company as a Special Purpose Vehicle (SPV) for purpose of
Companys Financing Activities.
Capital
Pursuant to the Statement of the Board of Directors of EMP Holdings Singapore Pte. Ltd.. paid-up
capital of the Company is in amount of SIN$ 2 which represent two (2) shares.
Shareholder
Pursuant to the Statement of the Board of Directors of EMP Holdings Singapore Pte. Ltd.. the
Company owns 100% shares in EMPHS
Management and Supervision
Management composition of EMPHS at the time of this Prospectus issued are as follows:
Director
Secretary

:
:

Stella Pe Peck Luan


Pe Yong Woon Andy

17. Enviroco Company Limited (ECL)


Brief Summary
ECL established under the laws of Seychelles as stated in the Certificate of Incorporation dated 17
July 2007 (Company Registration Number: 038867).
Business Activity
Business activity of ECL is conducting all activities to the extent that said activities is not prohibited by
the preveling laws in Seychelles.
ECL was established by the Company as a Special Purpose Vehicle (SPV) for purpose of Companys
Financing Activities.
Capital
Pursuant to the Statement of the Board of Directors of ECL. paid-up capital of the Company is in
amount of US$10 which represent ten (10) shares.
Shareholder
Pursuant to the Statement of the Board of Directors of ECL. the Company owns 100% shares in ECL.
Management and Supervision
Management composition of ECL at the time of this Prospectus issued are as follows:
Director

Stella Pe Peck Luan

99

Secretary

First Pacific (Asia) Pte. Ltd.

18. PT EMP Energi Indonesia (EMP EI)


Brief Summary
EMP EI is a legal entity if form of limited liability company which established and governed under the
laws of Republic of Indonesia pursuant to the Deed of Establishment No. 13. dated 28 September
2009. made before Mochamad Nova Faisal. SH. Mkn. Public Notary in Tangerang. which has
obtained an approval from Menteri Kehakiman dan Hak Asasi Manusia Republic of Indonesia
pursuant to the Decree Letter No.AHU-53944.AH.01.01.of 2009 dated 6 November 2009.
Business Activities
Business activities of EMP EI is in development. trading. industry. mining. services and
Transportation.
Capital
Pursuant to the Deed of Establishment. capital structure of EMP EI at this time is as follows:
Description
A.

Shares Amount

Authorized Capital

Nominal Value

40,000

400,000,000

Issued and Paid-up Capital:


Company
Andreansyah Poetoet Wisanggeni
Amount of the Issued and Fully Paid Shares

9,999
1
10,000

99,990,000
10,000
100,000,000

C.

30,000

300,000,000

B.

Total of the unissued capital

99.99
0.01
100.00

Management and Supervision


The Composition of the Board of Director and Board of Commissioners of EMP EI at the time of this
Prospectus issued are as follows:
Commissioner
Commissioner

Ir. Amir Balfas

Director
President Director
Director

:
:

Imam Pria Agustino


Didit Hidayat Agripinanto

19. Energy Mega Persada Pte. Ltd (EMPPL)


Brief Summary
EMPPL was established under the laws of the Republic of Singapore on 21 Agustus 2006.
Business Activities
Business activity of EMPPL is in trading and services.
EMPPL was established by the Company as a Special Purpose Vehicle (SPV) for purpose of
Companys Financing Activities.

100

Capital
Pursuant to the Deed of Establishment. capital structure of EMPPL at this time is as follows:
Description

Shares Amount

Issued and fully paid-up capital:


PT Energi Mega Persada Tbk
Amount of the Issued and Fully Paid Shares

Nominal Value
(Sin$)

100
100

100
100

100
100

Management and Supervision


Management composition of EMPPL at the time of this Prospectus issued are as follows:
Director
Director

Frank Tsiang Jiang

20. Tunas Harapan Perkasa Pte.Ltd (THPPL)


Brief Summary
THPPL was established under the laws of the Republic of Singapore on 17 Mei 2006.

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

Issued and fully paid-up capital:


PT Energi Mega Persada Tbk
Amount of the Issued and Fully Paid Shares

100
100

Nominal Value
(Sin$)

100
100

Management and Supervision


Management composition of THPPL at the time of this Prospectus issued are as follows:
Director
Director

Frank Tsiang Jiang

101

100
100

10. Development of the Companys Working Interest Ownership


The following table consist of the development of the working interest ownership of the Company and
its subsidiaries.
Blok
Malacca Strait PSC

Date

Working Interest

[See 2005 Prospectus]

60.49%

6 March 2007

50%

Kangean PSC
Semberah TAC

10 June 2004

100%

Gelam TAC

25 November 2005

100%

JOB Gebang PSC

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%

Malacca Strait PSC


Development of working interest ownership in Malacca Strait PSC can be seen in the prospectus
issued by the Company on 22 December 2005. Since the said prospectus issued until now. there is
no changes of the working interest ownership in Malacca Strait PSC.

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.

Korinci Baru PSC


KKBL owns 100% working interest pursuant to the Korinci Baru PSC. Ownership of the working
interest in Korinci Baru PSC has severally transferred. the latest transferred to KKBL through:
1. Deed of Assignment. Assumption and Novation dated 7 February 2005 between KKBL. Kalila
(Korinci Baru) Operator Pty Ltd and Kalila (Korinci Baru) Pty Ltd and approved by BPMIGAS on
21 March 2005 pursuant to Letter of BPMIGAS No.193/BP00000/2005-SO; and
2. Deed of Assignment. Assumption and Novation dated 7 August 2005 between KKBL and Petroz
Korinci Baru LDC. Has been approved by BPMIGAS on 21 April 2005. pursuant to Letter of
BPMIGAS No.250/BP00000/2005-SO and by Dirjen Migas on 12 May 2005 pursuant to Letter
No.5248/23/DJM.E/2005.
Tonga PSC
MP owns 71.25% working interest in Tonga PSC pursuan to the PSC dated 16 January 2007
between BPMIGAS. MP. PT Kencana Surya Perkasa and PT Petross Exploration Production.

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

11. Description of the Transaction Made by the Company and Affiliates


The following chart described the structural group operation of the Company as of 30 September 2009:
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

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 %

C red itS uis se ,c ab a ng


S I ng ap u ra S/ A L on g H au l
H ol din g Ltd B N B R

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

= President Commissioner (Komisaris Utama)


= Independent Commissioner (Komisaris Independen)
=Commissioner (Komisaris)
= President Director (Direktur Utama)
= Director (Direktur)
= Shareholder (Pemegang Saham)

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

Lapindo Brantas, Inc (LBI)

Lapindo Brantas, Inc


(LBI)
PT Energi Timur Jauh
(ETJ)

PT Energi Timur Jauh (ETJ)


Others (below Rp1 billion each)

Others (below Rp1 billion


each)

Due to

Due to

Asian Worldwide Group Ltd. (AWG)

Asian Worldwide Group


Ltd. (AWG)
Global
Overseas
Enterprise Ltd. (GOE)

Global Overseas Enterprise Ltd. (GOE)


Others (below Rp1 billion each)

Others (below Rp1 billion


each)

Total

Total

Nature of Relationship with Related Parties


- Lapindo Brantas, Inc is an indirect subsidiary of the Company with minority ownership.

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.

Transaction with Related Parties


Company and its subsidiaries engaged in a transaction with Related Parties, as defined in General
Accepted Accounting Principle No.7, Disclosure of Related Parties.
All significant transaction with the Related Parties, either conducted with same terms and condition with
third party and extended automatically unless terminated by the Parties.
The Company and/or Subsidiary enter into important agreements with third party as follows:
Material Agreements
The Company and/or its subsidiaries have Material agreements with third parties as follows:
No.
1.

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

Until the termination of


PSC Blok Malacca Strait.

Petroleum

3.

Production Sharing Contract Kangean PSC as


amended with Amendment to the Production
Sharing

4.

Joint Operating Agreement Kangean PSC

Atlantic Richfield Bali North


Inc. and BNOC (Alpha)
Limited. Teh existence of
this JOA in Kangean PSC
between Pertamina and
Atlantic Richfield Bali North
Inc., however, by the
Amendment
to
the
Production
Sharing
Contract
dated
12
Desember 2004, all rights
and liabilities of Richfield
Bali North Inc. have
transferred to KEIL dan
EEKL.

JOA shall remain effective


and full force to the extend
that the PSC including its
amendment
and
its
extension is remian valid.

5.

Production Sharing Contract Gebang PSC

Gebang PSC was entered


into by and between PT
Pertamina (Persero) and
Japan
Petroleum
Exploration,
however,
under 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

Until 29 November 2015

104

KEIL;
BP Migas

Until 13 November 2010,


and will be extended
automatically for twenty
(20) years pursuant to the
Extended
Production
Sharing Contract between
BPMIAS
and
EMP
Kangean Limited.

No.

Agreement

Parties
50% its working interest in
Gebang PSC to Costa.

Terms

6.

Joint Operating Agreement Gebang PSC

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.

JOA shall remain effective


and full force to the extend
that the PSC including its
amendment
and
its
extension is remian valid.

7.

Production Sharing Contract Bentu PSC

Bentu PSC was made and


entered into by and
between PT Pertamina
(Persero) and Sceptre
Resources
Bentu,
however, under the Deed
of Assignment, Assumption
and Novation dated 7
February 2005 and Deed
of Assignment, Assumption
and Novation, dated 7
Agustus 2005, working
interest in Bentu PSC has
transferred 100% to KBL.

Until 20 May 2021

8.

Production Sharing Contract Korinci Baru PSC

Korinci Baru PSC was


made and entered into by
and between PT Pertamina
(Persero) and Apache
Korinci Baru LDC, however
under
the
Deed
of
Assignment, Assumption
and Novation dated 7
February 2005 and Deed
of Assignment, Assumption
and Novation, dated 7
August
2005,
working
interest in Korinci Baru
PSC has been transferred
100% to KKBL.

Until 15 Mei 2027

9.

Technical Assistance Contract Sungai Gelam


TAC

Sungai Gelam TAC was


initially enter between PT
Pertamina and
PT
Insani Binaperkasa and PT
Mitrasani
Lestarinusa
dated 15 May 1997 and
the latest transferred to
IMG
pursuant
to
Assignment of Technical
Assistance Contract dated
4 February 2004 from
PT Mitrasani Lestarinusa
whose transfer it interest in
TAC to IMG. Despite the
above, and pursuant to the
Assignment
dated
18
March 2004 PT Insani Bina
Perkasa havetransferred

Until 15 Mei 2027

105

No.

Agreement

Parties
its working interest in TAC
to IMG.

10.

Technical Assistance Contract Semberah TAC

Semberah
TAC
was
entered by and between
PT Pertamina and SPO

Until 17 November 2015

11.

Production Sharing Contract Tonga PSC

Tonga PSC was entered


by and between BPMIGAS
and MP,
PT Kencana
Surya Perkasa and PT
Petross
Exploration
Production

Until 16 Januari 2037

12.

Joint Operation Agreement Tonga PSC

Tonga PSC JOA was


entered by and between
MP, PT Kencana Surya
Perkasa and PT Petross
Exploration Production

JOA shall remain valid and


full force to the extend the
PSC
including
its
amendment
and
its
extension are remain valid
and binding.

13.

Production Sharing Contract Tabulako PSC

Tabulako
PSC
was
entered by and between
BPMIGAS and AWP

Until 5 Mei 2039

14.

Production Sharing Contract Sangatta-2 PSC

Sangatta-2
PSC
was
entered into by and
between BPMIGAS and
VMA and PT Pertamina
Hulu
Energi
Metana
Kalimantan B

Until 5 Mei 2039

15.

Gas Sale and Purchace Agreement

KEIL and PT Petrokimia


Gresik

From 30 Oktober 2007


until 30 Juni 2018 or at the
time the gas volume as
agreed is fulfil entirety.

16.

Gas Sale and Purchace Agreement

KEIL and PT Perusahaan


Listrik Negara (Persero)

Until 31 December 2024 or


at the time the gas volume
as agreed is fulfil entirety.

17.

Gas Sale and Purchace Agreement

KEIL and PT Pertagas

From 1 April 2010 or the


other date which agreed by
the Parties until 31 March
2019 or at the time the gas
volume as agreed is fulfil
entirety.

18.

Gas Sale and Purchace Agreement

KEIL and PT Indogas Kriya


Dwiguna

From 1 April 2010 or the


other date which agreed by
the Parties until 6 February
2021 or at the time the gas
volume as agreed is fulfil
entirety.

19.

Gas Sale and Purchace Agreement

KBL and PT Perusahaan


Listrik Negara (Persero)

From 15 July 2005 until 15


July 2020 or at the time the
gas volume as agreed is
fulfil entirety.

20.

Gas Sale and Purchace Agreement

KBL and PT Riau Andalan


Pulp and Paper

From 1 November 2007


sampai dengan 31 January
2020 or at the time the gas
volume as agreed is fulfil
entirety.

21.

Gas Sale and Purchace Agreement

SPO
and
(Persero)

From the date as agreed


by the Parties in first gas
distribution
until
16
November 2015 or at the
time the gas volume as
agreed is fulfil entirety.

106

PT

PLN

Terms

No.
22

Agreement

Parties

Loan Agreement (Inter-Company Loan)

Malacca
Brantas
Finance BV
PT Imbang Tata Alam

Until 27 July 2008 (and


automatically extended)

Malacca
Brantas
Finance BV
Kondur
Petroleum
S.A.

Until 27 July 2008 (and


automatically extended)

Until 27 July 2008 (and


automatically extended)

Malacca
Brantas
Finance BV
Lapindo Brantas, Inc.

23

Loan Agreement (Inter-Company Loan)

24

Loan Agreement (Inter-Company Loan)

Terms

25

Agreement dated 1 January 1998. In this


Agreement, Semco appoint ETJ as policy,
operational and administration coordinator and
as general assistance and administration to
Semco.

Semco and ETJ

This Agreement valid from


1 January 1998 until 31
December 1998 and shall
automatically extended for
the same period.

26

Agreement dated 30 December 2002. In this


Agreement, Semco appoint and authorized ETJ
to manage financial of Semco.

Semco and ETJ

This Agreement valid from


1 January 2003 until 31
December 2003 and shall
automatically extended for
the same period.

27

Agreement dated 30 December 2003. In this


Agreement, IMG appoint ETJ as policy,
operational and administration coordinator and
as general assistance and administration to
IMG.

IMG and ETJ

This Agreement valid from


1 January 2004 until 31
December 2004 and shall
automatically extended for
the same period.

28

Agreement dated 30 December 2003. In this


Agreement, IMG appoint and authorized ETJ to
manage financial of IMG.

IMG and ETJ

This Agreement valid from


1 January 2004 until 31
December 2004 and shall
automatically extended for
the same period.

29

Agreement dated 22 May 2002. In this


Agreement, Costa appoint ETJ as policy,
operational and administration coordinator and
as general assistance and administration to
Costa.

Costa and ETJ

This Agreement valid from


22 May 2002 until 21 May
2003
and
shall
automatically extended for
the same period.

30

Agreement dated 22 May 2002. In this


Agreement, Costa appoint and authorized ETJ
to manage financial of Costa.

Costa and ETJ

This Agreement valid from


22 May 2002 until 21 May
2003
and
shall
automatically extended for
the same period.

31

Agreement dated 7 February 2005. In this


Agreement, Bentu appoint ETJ as policy,
operational and administration coordinator and
as general assistance and administration to
Bentu.

Bentu and ETJ

This Agreement valid from


7 February 2005 hingga
tanggal 6 February 2006
and shall automatically
extended for the same
period.

32

Agreement dated 7 February 2005. In this


Agreement, Bentu appoint and authorized ETJ
to manage financial of Bentu.

Bentu and ETJ

This Agreement valid from


7 February 2005 hingga
tanggal 6 February 2006
and shall automatically
extended for the same
period.

33

Agreement dated 31 May 2007. In this


Agreement, the Company upon its own
descrition and approval, may grant a financial
facility to the second party.

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

13. Contracts and Contingencies


Contracts
a. Contingencies Production Sharing Contract (PSC) and Technical Assistance Contract (TAC)
Subsidiaries have entered into a PSC with BPMIGAS or TAC with PT PERTAMINA (Persero) in terms of
rights of oil and gas exploration and production. Below are several important matters in the said PSC
and TAC.
1. Sales
Oil and gas produce is alocated based on the formula agreed between Subsidiaries and BPMIGAS (for
PSC) or PERTAMINA (for TAC).
After calculating First Trance Petroleum and recoverable operation cost, subsidiaries is obliged to pay
an income tax in Indonesia upon the remaining revenue of oil and gas sales based on tariff governed in
PSC or TAC in form of Income tax and dividen tax.
2. Distribution of Rights
Distribution of production of crude oil and natural gas after deducting with the cost recovery and
investment credit, is allocated between BPMIGAS (for PSC) or PERTAMINA (for TAC) and the
subsidiaries based on the prevailing provision in PSC or TAC applied to each subsidiaries, prior to
calculating tax and adjustment for Domestic Market Obligation, if any. Crude shares of BPMIGAS or
PERTAMINA derived from working interest production in PSC or TAC is the rights of BPMIGAS or
PERTAMINA from crude oil and natural gas production. Costs of the subsidiaries related to the oil and
gas production is recoverable by BPMIGAS or PERTAMINA.
3. Domestic Market Obligation
A subsidiary is required to supply the Indonesian domestic market in certain percentage out of crude oil
production rights of the subsidiaries. The said percentage is not more than twenty-five percent (25%) out
of the entire crude oil production in the contract area. The crude oil price for the last six months
respectively started at the first month which produced from each field, shall be equal to realisasion value
of crude oil price in Indonesia. After the first six (6) months, the crude oil supplied to the Indonesian
Domestic Market price is 15% of crude oil price in Indonesia.
However, if the recoverable operation cost is more than the crude oil sales margin after deducting the
investment credit in the said year, the subsidiary shall be released from such obligation.
4. Cost Recovery
The subsidiary may recover entire capital and non-capital operation cost from sales or reimbursement in
form of crude oil amounting equal to operation cost with maximum sixty-five percent (65%) a year out of
crude oil production and credited and shall not utilised in the operation.
5. Investment Credit
The subsidiary may recover investment credit from capital investment cost from crude oil production
facility in new production field, either Tertiary or pre-Tertiary reservoir by deducting gross production
amount before cost recivery and before tax deduction, started from the initial production.
6. Compensation, Assistance and Production Bonus
The subsidiary shall pay the production bonus and assistance to BPMIGAS (for PSC) or PERTAMINA

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

c. Gas Sale and Purchase Agreement of the Subsidiaries.


1. KEIL and EEKL
In 7 July 2005, EEKL, KEIL and BPMIGAS (as Seller) execute Gas Sales Purchase Agreement/GSA
with PT Pembangkit Jawa Bali, PT Perusahaan Gas Negara (Persero) Tbk, and PT Petrokimia Gresik
as Buyer. Pursuant to the GSA, Buyer shall pay the gas sale to the Guarantor (HSBC) and the
Guarantor shall receive, hold, manage and release fund paid by the Buyer pursuant to the GSA.
In 30 October 2007, KEIL execute amendment gas sale and purchase agreement which has been
approved in December 2005, with:
a.
b.
c.
d.

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:

Bentu has executeed Seller Appointment Agreement with BPMIGAS,


Bentu has executeed Trustee and Paying Agent Agreement with BPMIGAS upon the
transaction related with the said agreement, and;
PLN has obtained an approval from the shareholders to delivers the said agreement.

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

14. Description on Legal Case in Litigation


From time to time, Company can be party to any various legal proceding. Currently Company is not a
party to any material legal process.
Tax Claims
Costa
On April 5, 2005, the Company received a notice from the Directorate General of Taxation (DGT) for
Jakarta that it owed US$8.8 million tax payment (including penalties) for uplift payments made by
Pertamina in relation to the Gebang PSC to Japex North Sumatra Ltd (JNS), the previous owner of the
Companys working interest in the Gebang PSC, for a period from March 1, 1997 to March 31, 2002. On
November 28, 2006, the DGT issued to Costa a number of Tax Assessment Letter Under Payment
Assessment Letters for corporate and dividend income tax for the years 1997 to 2002 for those uplift
payments, with a tax claim totaling US$8,860,992.
The Company does not believe that it is responsible for the tax claim as the Company acquired its
working interest in the Gebang PSC on April 1, 2002, after the uplift payments had been made, and did
not receive any portion of the payments by Pertamina to JNS. However, since JNS was liquidated on
April 16, 2003, prior to the Company receiving the notice of tax assessment, the Company has not been
able to seek any legal recourse against JNS in relation to the tax assessment
The Company contested the tax claim by i) submitting an objection letter to the DGT on February 27,
2007 and ii) on the same day, submitting a lawsuit to the State Administrativeon Court (Pengadilan Tata
Usaha Negara, PTUN), demanding that PTUN order the DGT to cancel the tax assessment letters.
The DGT rejected the Companys objection on November 26, 2007 and the Company does not plan to
appeal this ruling.
PTUN initially rejected jurisdiction over the lawsuit, but accepted the case after the Company appealed
to PTUN High Court. PTUN High Court ruled in favor of the Company on January 30, 2008 and ordered
the DGT to cancel the tax assessment. The Tax Service Office appealed this ruling to the Supreme
Court (Mahkamah Agung, MA) of Indonesia. MA ruled in favor of the Tax Service Office on August 15,
2008.
The Company is in the process of requesting a judicial review to MA on the initial MAs ruling and
expects to submit a formal request to MA in due course.

111

X. BUSINESS ACTIVITIES AND PROSPECTS OF COMPANY


AND SUBSIDIARIES
1. Overview
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-to-day
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).
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 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 December
31. 2006. 2007 and 2008. and the six months ended June 30. 2008 and 2009:

For the Six Months


Ended June 30.

For the Year Ended December 31.


2006
(Rp.)

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

Oil Revenue .......

1,066.7

890.4

1,421.6

146.7

696.9

473.7

46.3

Gas Revenue .....

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)

Gross Proved Reserves


Oil
(MMBBLS)

Gross Proved Plus Probable Reserves

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

Bentu PSC ..........................

0.0

144.0

24.0

0.0

288.0

48.0

Korinci Baru PSC................

0.0

6.0

1.0

0.0

66.0

11.0

Gebang PSC ......................

0.0

18.0

3.0

0.0

42.0

7.0

Sungai Gelam TAC.............

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

Total Certified Reserves ..

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

As of June 30. 2009


(1)
(1)
Net Proved Reserves
Net Proved Plus Probable Reserves
Oil
Gas
Total
Oil
Gas
Total
(MMBBLS)
(BCF)
(MMBOE)
(MMBBLS)
(BCF)
(MMBOE)
0.5

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.....

As of June 30. 2009


Net 1C Contingent Resources
Net 2C Contingent Resources
Oil
Gas
Total
Oil
Gas
Total
(MMBBLS)
(BCF)
(MMBOE)
(MMBBLS)
(BCF)
(MMBOE)

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 .....

As of June 30. 2009


Net Best Estimate 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 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

Year Ended December 31.


Six Months Ended June 30.
2007
2008
2008
2009
Oil
Gas
Oil
Gas
Oil
Gas
Oil
Gas
(oil in MMBBLS and gas in BCF)

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.

Average realized sales prices:


Oil and condensate (US$ per BBL) .......................................
Natural gas (US$ per MCF) ..................................................
Lifting costs per BOE produced (US$ per BOE) ..............

For the Year Ended


December 31.
2006
2007
2008

For the Six


Months Ended
June 30.
2008
2009

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 ................................................................

As of December 31. 2008


155
33
188

Producing wells consist of wells capable of production. including wells awaiting connections to
production facilities.

119

Exploration and Development


Overview
The Company is involved in both exploration (the search for oil and gas) and development (the drilling
and bringing into production of wells in addition to the discovery wells in a field). The Companys
exploration operations include aerial surveys. geological and geophysical studies (such as seismic
surveys). drilling of wildcat exploration wells. core testing and well logging. Seismic surveys involve
recording and measuring the rate of transmission of shock waves through the earth with a seismograph.
Upon striking rock formations. the waves are reflected back to the seismograph. The time lapse is a
measure of the depth of the formation. The rate at which waves are transmitted varies with the media
through which they pass. Seismic surveys can provide either three-dimensional (3D) or twodimensional (2D) results. with 3D surveys generally giving a more detailed picture and 2D surveys
generally giving a better overall picture.
The Company analyzes the seismic data produced from its exploration activities to understand the
underground strata in a given field and to form a view as to whether further exploration activity in that
field is warranted. The actual existence of any oil and gas must be confirmed. usually by drilling a
wildcat well. If the wildcat well confirms that oil and gas are present (i.e.. is successful). the Company
may then drill a delineation (or appraisal) well to acquire more detailed data on the reservoir formation.
Once the presence of hydrocarbons in commercially recoverable quantities is proved. or the delineation
wells are successful. development wells may be drilled to prepare for production. An area is
considered to be developed when it has a well on it which is capable of producing oil or gas in paying
quantities. The Company may also work over producing wells (wells that produce oil or gas) to restore or
increase production and rework producing wells and abandoned wells (wells which are no longer in use)
in an effort to begin. restore or increase production from those wells.
The Company seeks to combine traditional low-risk exploration metrics with higher-risk (but higherimpact) exploration techniques in which it manages its downside risk exposure through exploration
farm-outs and other joint exploration arrangements with qualified partners. Under a farm-out
arrangement. the Company will participate out its exploration activities on a field-by-field basis. with the
farm-out subcontractors taking an exploration share only in the specific exploration projects in which
they are participants. This permits the Company to maintain its working interests in each of its blocks
while significantly reducing its exposure to the costs of high-impact exploration.
Traditional incremental exploration techniques allow the Company to gradually increase its reserves in
each of its blocks and stem production declines in its mature blocks. while higher-impact exploration
efforts permit the Company to participate in the upside that may accompany any new discovery.
Over the past three years. the Company has had an average success rate of 38.9% for its exploration
drilling. including 30.6% for its wildcat wells and 41.1% for its delineation wells from 2006 through 2008.
The following table sets forth the number of exploration wells completed by the Company on its
properties for the periods indicated.

Gross Wells
Wildcat total ..................................
Successful ..................................
Success rate ...............................
Delineation total ............................
Successful ..................................
Success rate ...............................
Total Exploration ...........................
Successful ..................................
Success rate ...............................

2006

2007

2008

Last 3 Year Total


(% in average)

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

Exploration and development plans


The Company currently has plans to continue exploration efforts in all ten of its existing contract areas.
To this end. the Company has identified over 29 leads and prospects in its existing contract areas. From
2010 through 2012. the Company plans to drill approximately 32 exploration wells. including
approximately 27 wildcat wells and approximately five delineation wells in its ten existing production
areas.
The following table summarizes the Companys drilling plans for exploration wells by block in the years
2010. 2011 and 2012. in respect of each of its production sharing areas:
Block
East Java
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

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

Bentu PSC and Korinci Baru PSC ................................................

10

Gebang PSC ................................................................................

Tonga PSC ...................................................................................

10

Sungai Gelam TAC .......................................................................

22

Kalimantan
Semberah TAC .............................................................................

18

14

35

CBM Tabulako PSC ......................................................................

TBD

TBD

TBD

TBD

CBM Sangatta-2 PSC ...................................................................

TBD

TBD

TBD

TBD

Planned Wells to be Drilled ........................................................

27

48

39

114

121

Key exploration and development projects


The following are some key exploration and development initiatives that the Company intends to
implement in the short to medium-term future.
Terang Gas Reservoir. The Companys most significant existing development project is the construction
of the offshore Terang gas reservoir. which is the first phase of development of the TSB fields in the
Kangean PSC. Once complete. the reservoir will enable the Company to deliver 300 MMCFD of gas to
customers in the East Java gas market. This development project consists of drilling five subsea wells.
tying these wells to a floating gas processing vessel. and constructing a gas export pipeline to the
nearby East Java Gas Pipeline. The Company expects to achieve commercial production of gas from
the Terang gas reservoir fields in 2011. When completed. the project will permit the Company to develop
302 BCF of gross proved plus probable gas reserves in the Kangean PSC.
Pagerungan Utara Oil Field. Also in the Kangean PSC. the Company is in the process of developing the
offshore Pagerungan Utara oil field. This nearly-complete project involves the drilling of three production
wells which will be tied into a floating storage production and offloading vessel (an FPSO). The
Company expects to commence deliveries of oil from the Pagerungan Utara oil field in 2010. When
completed. the project will permit the Company to develop approximately 4.5 MMBBLS of gross proved
plus probable oil reserves in the Kangean PSC.
Seng and Segat Gas Fields. This project consists of the drilling of five new wells in the Seng and Segat
gas fields in the Bentu PSC and the working-over of four existing wells. Once the drilling and workover
phases are complete. the wells will be tied into a central gas processing plant that will permit the
Company to produce and process gas from these fields commencing in 2010. The Company has
contracted to sell the gas produced from these fields to PT Riau Andalan Pulp and Paper under a longterm offtake agreement. When completed. the project will permit the Company to develop 188 BCF of
gross proved plus probable gas reserves.
Anggor Gas Fields. This project involves the development of the onshore Anggor gas fields in the
Gebang PSC. and consists of drilling a twin well adjacent to a discovery well in the Anggor gas fields
which will be tied into a new gas processing plant next to the existing onshore oil and gas plant. Gas will
be exported through the existing pipeline to one customer. The project is expected to reach commercial
production in 2010 and will permit the Company to develop 21 BCF of gross proved plus probable
reserves.

122

Description of Existing Properties


The Companys oil and gas activities in Indonesia are primarily carried out through production sharing
arrangements covering ten blocks. The following table sets forth certain information regarding the
Companys production sharing arrangements and contract areas as of June 30. 2009.

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

Bentu PSC ............

2006

100.00%

Korinci
Baru
PSC ......................

2006

Gebang PSC ........

Effective Post- Tax


And Post-Cost
Recovery Share to
Contractor
(Oil)

(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%

Tonga PSC ...........

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

Oil & Gas


P d ti
Korinci PSC

Tonga
PSC

Gas Development

CBM
Sangatta-2

Semberah TAC

Gas Production
SUMATR

KALIMANTA

Oil & Gas

Malacca Straits PSC

SULAWE
Oil Production

Sungai Gelam TAC

Oil Production
Jakart
JAV
Legend
Kangean PSC

:
Company
O
t
d
: Mitsubishi/Japex Strategic Alliance

Oil & Gas Production

: Joint Operated with Pertamina

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

Kangean PSC, East Java


The Kangean PSC is the Companys largest gas block. comprising both onshore and offshore locations
in East Java and several nearby islands. The total area of the Kangean PSC is approximately 4,503
square kilometers.
Based on a July 31. 2006 reserve certification by Sproule (for the TSB fields) and a January 31. 2008
reserve certification by GCA (all other fields) of the reserves of the block. as recalculated by the
Company by deducting production from the period of the respective reserve certification to June 30.
2009. the Companys estimated net proved reserves in the block as of June 30. 2009 were 0.5 MMBBLS

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.

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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

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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

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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.

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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

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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.

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Tonga PSC. Sumatra


The Tonga PSC is located in North Sumatra between the townships of Dumai and Sibolga. It covers a
total area of approximately 2.607 square kilometers.
Background. The Tonga PSC was awarded to Mosesa in 2007 for a term of 30 years. Mosesa currently
holds a 71.25% working interest in the Tonga PSC. while the remaining 28.75% working interest is held
by PT Kencana Surya Perkasa (23.75%) and PT Petross Exploration Production (5.0%). Mosesa is the
operator of the block. In April 2007. the Company entered into a Conditional Sale and Purchase
Agreement with PT Masagena Agung to acquire its 75% stake in Mosesa for a consideration of US$11.8
million. The transaction was completed in July 2007.
Development and Production: The Tonga PSC is currently being explored and the first three-year
exploration commitment will end by the first quarter of 2010. As part of its obligations under the
production sharing contract for the Tonga PSC. Mosesa is required to adhere to an agreed work
program for the block. and to spend at least US$9.3 million in fulfillment of its operational obligations
during the first three-year exploration commitment period. Mosesa is also subject to customary
relinquishment provisions under the Tonga PSC which require it to give up 20% of the area of the Tonga
PSC following the initial three year period. with an additional relinquishment obligation of 15% of the
area of the Tonga PSC if Mosesa has failed to discharge its obligations under the agreed work program
during that initial period.
Mosesas exploration activities in the Tonga PSC during the first three year commitment will focus on the
Tonga Field and the fields in its vicinity. To date. the Tonga-1 well has been drilled and tested at a 700
BOPD rate. Several compartments at areas surrounding the Tonga have also been identified by
interpreting seismic lines. The development plan for the Tonga PSC consists of acquiring 100 square
kilometer 3D seismic data and 50 kilometer 2D seismic data in the Tonga Field in order to delineate the
various compartments. drilling and production of two wells in the Tonga Field. and drilling wells in the
nearby undrilled compartments and the quick tie-in successful wells.
Sungai Gelam TAC . Sumatra
The Sungai Gelam TAC consists of four structural accumulations in the Jambi sub-basin in the province
of Jambi. covering a total area of approximately 55.6 square kilometers.
The Companys estimated gross proved reserves in the block as of June 30. 2009. based on the last
done reserve certification for the block by GCA in January 2008. as recalculated by the Company by
deducting the production from the period of the reserve certification to June 30. 2009. were 1.0
MMBBLS of oil. while the Companys estimated gross proved plus probable reserves as of the same
date were 3.0 MMBBLS of oil. As of January 31. 2008. GCA has certified 413 BCF of gas volumes in the
Sungai Gelam TAC as contingent resources. which will be reclassified as reserves upon the proving of
the commerciality of these volumes through extended testing and the execution of a GSA.
Background. The Sungai Gelam TAC was awarded on May 15. 1997 to PT Insani Bina Perkasa (IBP)
and PT Mitrasani Lestarinusa (MLN) for a term of 20 years. IBP and MLN subsequently established PT
Insani Mitrasani Gelam (IMG) to operate the block. Effective June 2002. IBP and MLN transferred their
working interests to IMG. and consequently 100% of the working interest of the TAC is currently held by
IMG.
No significant development activities were conducted in the Sungai Gelam TAC from 1997 through
2002. As a consequence. the terms of the contract were amended in mid 2002 to require a commitment
by IMG to drill at least two workover wells and two development wells. IMG fulfilled this commitment in
early 2004. and accordingly was granted commercial status for the Sungai Gelam TAC. To date. the
Sungai Gelam TAC has produced small quantities of oil. but no commercial quantities of gas. The
Company is in the process of negotiating sales arrangements for the large reserves of natural gas in the

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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.

134

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

$2.75 until Mar


2010;
US$3.90 from Mar
2010 to Mar 2015;
US$3.80 thereafter

30 Oct
2007

241.9
BCF

78.5

80.0
%

Kangean

PLN

Electricity
generation

April 2010
to
December
2027

$4.17 until Mar


2015;
$4.05 thereafter

16 Dec
2005

369 BCF

70% 90%

Kangean

Pertagas

Gas
trading

April 2010
to
March
2019

$4.12 until Mar


2015;
$4.00 thereafter

30 Oct
2007

221 BCF

75%

Kangean

Indogas

Gas
trading

Apr 2010 to
Feb 2021

$3.70 + toll fee

30 Oct
2007

79 BCF

80%

Semberah

PLN

Electricity
generation

September
2005
to
November
2015

Varied for each


year from US$2.72
US$ 3.00 per
MMBTU

30 Sep
2007

79 BCF

70%

Semberah

VICO

Oil and gas


producer

July
23.
2008
to
July
22.
2009;
extended to
December
31. 2009

From July 23. 2008


to July 22. 2009:
$5.90 per MMBTU;
From July 23. 2009
to December 31.
2009 based on a
formula of (0.05 x
ICP ATTAKA) + 1

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

For the period until


30
Jun
2010:
US$2.65
per
MMBTU for the
first 15 BBTU per
day. US$4.625 per
MMBTU
for
deliveries
in
excess of 15 BBTU
per day

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
%

From 1 Jul 2010


until the end of the
term of the PSC:
US$5.00
per
MMBTU
for
deliveries equal to
or in excess of 30
BBTU per day

Bentu
and
Korinci Baru

RAPP

Pulp and
paper

November
2007
to
January
2020

US$
4.00
MMBTU

Malacca

BOB BSP

Oil and gas


producer

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.

Crude Oil and Condensate


The Company sells most of its net crude 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 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. with Pertamina exercising its rights of first refusal under the applicable TAC. 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 oil outside 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 PSC to Itochu.
The Company currently sells substantially all of its oil at prices based on the ICP-LC. subject to
adjustment and certain premiums depending on the quality of the crude oil. The cost-recovery portion of
net crude entitlement is also calculated based upon ICP-LC prices. The ICP-LC 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-LC is published by Pertamina every month.
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 ICP-Senipah benchmark price or at a slight premium thereto.
4. Business Strategy
The principal components of the Companys strategy are as follows:
Leverage existing reserves and resources to deliver sustainable organic growth in production
levels
The Company intends to grow its oil and gas production significantly over the next five years by
developing its large pool of undeveloped proved reserves and maximizing production from its existing
fields. The Company believes that a focus on monetization of its existing resources will permit it to take
advantage of the improving price climate to maximize production and to increase its cash flows and the
overall strength of its balance sheet.
The Company is currently developing approximately 661 BCF of net proved plus probable gas reserves
from the Kangean PSC and intends to continue to commercialize and develop the remaining 357 BCF of

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.

Effective and rapid commercialization of assets


The Company intends to leverage its access to an established distribution network as well as its strong
relationships with regulators, Government agencies and large energy customers to effectively enhance
and expedite the commercialization of its assets, in particular the TSB fields and the Masela PSC
The Company intends to capitalize on regional and domestic gas demand growth. For existing gas sales
agreements, in 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. For gas that has not

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

Favorable natural gas market dynamics and regulatory environment


In order to reduce Indonesias reliance on oil, the Government has introduced policies designed to
promote the use of alternative fuels, including natural gas, given the strong economic, environmental
and budgetary incentive to do so. As natural gas is competitively priced in Indonesia when compared
with the Government-subsidized oil price, the Company expects consumers to increasingly shift from oil
to gas. This trend is likely to accelerate if the Government continues to reduce oil subsidies and reduce
customer access to subsidized fuels. In addition, the Company benefits from a favorable regulatory
environment as the Government has been implementing policies intended to foster additional
investment, including improved financial terms for exploration activities, incentives to develop marginal
blocks and tax relief in an effort to improve oil and gas production in Indonesia.
The Company expects domestic gas demand to continue to grow significantly, driven by demand growth
from power generators as well as from industrial customers. For example, 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.
As evidence of this robust natural gas demand, since 2005 the Company has entered into over ten gas
sales agreements for a gross volume of more than 1,300 BCF for its natural gas, including five gas sales
agreements for a gross volume of approximately 910 BCF from its Kangean gas reserves. Under the
current gas sales agreements, the Companys gas obligation is to supply gas on a best efforts basis,
while offtakers are required to accept gas on a take or pay basis. This arrangement allows for greater
volumetric flexibility and customer diversification whilst minimizing production risk exposure.
The Company expects that a gas supply shortfall in its key gas markets will continue to work to its
advantage and the continuing price competitiveness of gas in a gas short market will be a key incentive
for offtakers to use and pay for gas.
Relatively stable U.S. dollar-denominated cash flows from medium- and long-term gas sales
agreements with blue-chip customer base
The Company benefits from relatively stable U.S. dollar-denominated cash flows, particularly from sales
of the Companys gas production where the Company benefits from medium- and long-term gas sales
agreements that provide consistent revenue streams and hedge the Company from the effects of
volatility in gas prices. In particular, as at June 30, 2009, gross volumes of over 1,300 BCF of the
Companys gross proved plus probable gas reserves were commercially committed for sale through
long-term contracts. See Sales and Distribution.
In addition, the Companys revenues are denominated in U.S. dollars and approximately 95% of its total
costs are U.S. dollar-denominated, giving the Company a natural hedge against currency fluctuations.
The Companys offtakers consist mainly of significant domestic customers such as Pertamina, PGN,
PKG and PLN, each of whom have demonstrated solid payment histories. None of the Companys
customers have defaulted on payments due to the Company to date.
6. Competition
The Company faces competition from other oil and gas companies in all areas of its operations,
including the acquisition of production sharing arrangements and for oil and gas sales. One of its notable
competitors is Pertamina, the state-owned national oil company, which has been permitted to operate as
a profit-making oil and gas exploration entity as a consequence of the New Oil and Gas Law. The
Companys other competitors in Indonesia and South East Asia include international oil and gas

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

Pertamina dan mitra


JOB PSC Onshore
Pertamina JOB Offshore
Production Sharing Contracts Onshore
Production Sharing Contracts Offshore
Total

42,068,796
7,619,858
21,612
179,632,325
83,141,863
312,484,454

Sumber :DJ Migas 2008

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

Insurance on Asset for Onshore


Property (Damage of Property &
Bodily
Injury/Defect/Disability
Due to Fire, Explosion, etc)

$60,204,482

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Insurance on Asset for Offshore


Property (Damage of Property &
Bodily
Injury/Defect/Disability
Due to Fire, Explosion, etc)

$133,800,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Well Insurance for mitigation


costs of blowout, redrilling and
seepage /pollution Onshore

$35,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Well Insurance for mitigation


costs of blowout, redrilling and
seepage /pollution Offshore

$50,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Insurance of Care, Custody &


Control over drilling costs &
workover well only

$3,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Insurance of Ship Frame,


Engine and Equipment for OSB
Ladinda

$14,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Public Liability
Insurance

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$1,000,000

31 Des
2008 - 31
Des 2009

PT Tugu
Pratama
Indonesia

Umbrella
Liability
Insurance

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$25,000,000

31 Des
2008 - 31
Des 2009

PT Tugu
Pratama
Indonesia

Machinery
Breakdown
Insurance

Machinery Breakdown due to


internal damage on machinery
itself

$10,125,000

25 Des
2008 - 25
Des 2009

PT. Tugu Kresna


Pratama

Marine Cargo
Open Policy

Cargo Transport Insurance for


land, sea and air transport /
ICC/C

$13,200,000

1 Apr 2009
- 31 Mar
2010

PT. Ace Ina


Insurance

Protection
Indemnity

&

Marine Insurance for Bodily


Injury / Disability and Liablity to
Third party for Ship Ladinda

$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

Insurance on Asset for Onshore


Property (Damage of Property &
Bodily
Injury/Defect/Disability
Due to Fire, Explosion, etc)

$2,688,650

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Well Insurance for mitigation


costs of blowout, redrilling and
seepage /pollution Onshore

$35,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Insurance of Care, Custody &


Control over drilling costs &
workover well only

$3,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Public Liability
Insurance

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$1,000,000

31 Des
2008 - 31
Des 2009

PT Tugu
Pratama
Indonesia

Umbrella
Liability
Insurance

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$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

Insurance on Asset for Onshore


Property (Damage of Property &
Bodily
Injury/Defect/Disability
Due to Fire, Explosion, etc)

$4,737,179

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Well Insurance for mitigation


costs of blowout, redrilling and
seepage /pollution Onshore

$35,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Insurance of Care, Custody &


Control over drilling costs &
workover well only

$3,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Public Liability
Insurance

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$1,000,000

31 Des
2008 - 31
Des 2009

PT Tugu
Pratama
Indonesia

Umbrella
Liability
Insurance

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$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

Well Insurance for mitigation


costs of blowout, redrilling and
seepage /pollution Onshore

$35,000,000

01 May
2008 - 30
Apr 2010

Public Liability
Insurance

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$10,000,000

1 Jul 2009 30 Jun


2010

PT Tugu
Pratama
Indonesia

Umbrella
Liability
Insurance

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$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

Insurance on Asset for Onshore


Property (Damage of Property &
Bodily
Injury/Defect/Disability
Due to Fire, Explosion, etc)

$1,195,103

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Well Insurance for mitigation


costs of blowout, redrilling and
seepage /pollution Onshore

$35,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Insurance of Care, Custody &


Control over drilling costs &
workover well only

$3,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Public Liability
Insurance

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$10,000,000

1 Jul 2009 30 Jun


2010

PT Tugu
Pratama
Indonesia

Umbrella
Liability
Insurance

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$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 on Asset for Onshore

$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

Property (Damage of Property &


Bodily
Injury/Defect/Disability
Due to Fire, Explosion, etc)

Effective
Term

Insurance
Company

2008 - 30
Apr 2010

Pratama
Indonesia &
Konsorsium

Insurance on Asset for Offshore


Property (Damage of Property &
Bodily
Injury/Defect/Disability
Due to Fire, Explosion, etc)

$65,750,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Well Insurance for mitigation


costs of blowout, redrilling and
seepage /pollution Onshore

$35,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Well Insurance for mitigation


costs of blowout, redrilling and
seepage /pollution Offshore

$50,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Insurance of Care, Custody &


Control over drilling costs &
workover well only

$3,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Public Liability
Insurance

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$1,000,000

31 Des
2008 - 31
Des 2009

PT Tugu
Pratama
Indonesia

Umbrella
Liability
Insurance

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$25,000,000

31 Des
2008 - 31
Des 2009

PT Tugu
Pratama
Indonesia

Marine Cargo
Open Policy

Cargo Transport Insurance for


land, sea and air transport /
ICC/C

$18,000,000

1 Apr 2009
- 31 Mar
2010

PT. Ace Ina


Insurance

Group
Insurance
BPMIGAS
ASSETS
PROPERTY
ALL RISK

Insurance on Asset for Onshore


Property (Damage of Property &
Bodily
Injury/Defect/Disability
Due to Fire, Explosion, etc)

$17,241,057

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Insurance on Asset for Offshore


Property (Damage of Property &
Bodily
Injury/Defect/Disability
Due to Fire, Explosion, etc)

$12,554,055

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Well Insurance for mitigation


costs of blowout, redrilling and
seepage /pollution Offshore

$50,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Insurance of Care, Custody &


Control over drilling costs &
workover well only

$3,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Insurance of Ship Frame,


Engine and Equipment for
Anggor Jaya

$2,000,000

01 May
2008 - 30
Apr 2010

PT. Tugu
Pratama
Indonesia &
Konsorsium

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$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

Bodily Injury / Disability & Loss /


Damage of Property on third
party

$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

9. Enviromental Impact Analysis


The Company continously makes efforts to enhance the environmental management in its operation by
following all of the prevailing environmental regulations. This is an actual commitment from the
Company towards a sustainable operation. The decision making process of its activities is based on
environmental impact analysis references and other related regulations to identify major impact to the
environment that might arise as a consequence of the Companys activities in all planned areas.
Several applicable regulations in the areas of environmental management and protection in Indonesia
regulate the related aspects such as feasibility study on required environment prior to executing the
planned activities. The Company also carries out studies on Environmental Management Efforts and
Environmental Monitoring Efforts.
Other than provisions regarding studies, environmental regulations also govern the allowable limits of
certain element contained in the residue from the activities to be released to the environment. 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. These regulations exist in the form of
Undang-undang (UU), Peraturan Pemerintah (PP), Peraturan Menteri Negara Lingkungan Hidup (Kep
Men LH) and Peraturan Daerah (Perda) whch are relevent to Companys operations. The regulations
regarding the types of environmental researches that are mandatory are governed in Peraturan Menteri
Negara Lingkungan Hidup No. 11 in 2006 regarding the types of business activities that has to be
followed by AMDAL research. The components that remained from business activities that are allowed
to be released into the environment include wastewater quality, emission, quality from oil and gas and
geothermal activities along with the procedures and management of poisonous and dangerous waste.
In order to support this matter, all Companys activities in the Operationg Units including Kondur
Petroleum S.A. (KPSA), Kalila Bentu/Korinci (KBK), PT Semberani Persada Oil (Semco), PT Insani
Mitrasani Gelam (IMG), PT Mosesa Petroleum, and Kangean Energy Indonesia Ltd (KEIL), inclucing
explorational activities such as seismic survey, exploration well drilling, or production activities and oil
and gas field development are regulated by environmental researches such as AMDAL, UKL-UPL
seismic survey, UKL-UPL exploration well drilling, UKL-UPL limited oil and gas field development, , and
other environmental researches that might have been voluntary in nature, incliding the limits of various
substances that can be released into the environment in connection with drilling and production
activities.
Through these researches, we will be able to estimate the impact of these activities to the environment
including the physical chemistry aspects,, ecology, social economy, social-culture and community health
in the surrounding area. The environmental researches that have been equipped by the Company, will
give diretions as well as limits as of where the Companies planned ativities are allowed.

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

Environmental Impact Study or


ANDAL : Development of Oil and
Gas Field Kurau and South
Padang

4372/008/SJR/90

28/11/1990

Ministry of
Mining and
Energy

Environmental Management Plan


& Environmental Monitoring Plan
(RKL & RPL) for oil and gas field
Kurau

3370/0115/SJ.K/92

30/10/1992

Minister of
Mining and
Energy

Environmental Management Plan


& Environmental Monitoring Plan
(RKL & RPL) for oil and gas field
Melibur

2440/0115/SJ.T/1993

07/06/1993

Minister of
Mining and
Energy

UKL/UPL 3D Seismic Survey for


Sangatta field

182/384/DMT/1995

24 Januari
1995

Ditjen Migas

UKL/UPL limited drilling,


exploration and field development
activities for the year 1996/1997 in
WKP KPS Malacca Strait,

1175/384/DMT/1996

10 Mei 1996

Ditjen Migas

151

Bengkalis, Riau

UKL/UPL 3D seismic investigation


activities in WKP-Malacca Strait
Bengkalis- Riau

4178/384/DMT/1997

30
1997

Dec

Ditjen Migas

UKL/UPL MSCY-1 well driliing


activites in WKP-Malacca Strait
Tebing Tinggi island-Riau

215/384/DMT/1998

21 Januari
1998

Ditjen Migas

UKL/UPL harlbour development for


private used in Matak island,
Kecamatan Siantan, Kabupaten
Riau Kepulauan, Dati I Riau
province

121/BA/VI/UKL-UPL/BI98

2 Juni 1998

Ditjen Hub. Laut

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

UKL/UPL MSGT-01 and MSCL-1


wells off-shore exploration and
drilling in Malacca Strait, Kab.
Bengkalis, Riau

1529/38.03/DMT/02

7 Mei 2002

Ditjen Migas

UKL/UPL MSEG, MSEB, and


MSEC wells on-shore exploration
and drilling in Malacca Strait,
Kabupaten Bengkalis, Riau

7349/28.02/DMT/2004

9 Juli 2004

Ditjen Migas

UKL/UPL limited development


activities for Ringgit field in WKP
KPS Malacca Strait-Kabupaten
Bengkalis, Riau

11996/28.02/DMT/2005

5 Oktober
2005

Ditjen Migas

UKL/UPL MSBY-03 well on shore


exploration and drilling

14939/28.02/DMT/2005

13
2005

Des

Ditjen Migas

UKL/UPL MSWM-01 well off shore


exploration and drilling

5395/18.05/DMT/2007

17
2007

April

Ditjen Migas

UKL/UPL MSDR-02, MSDH-01,


MSSM-01 wells exploration and
drilling

12514/10.08/DMT/2007

15 Agustus
2007

Ditjen Migas

UKL/UPL off-shore 2D Seismic


survey activites in Malacca Strait

17308/10.08/DMT/2007

14
2007

Nop

Ditjen Migas

UKL/UPL MSDR-03 well


exploration and drilling

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

PSC, Regency of Sumenep

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

RKL & RPL Additional Development of


Pagerungan Oil and Gas Field

Kepmen LH No. 478 in 2006

Ministry of the
Environment

AMDAL Gas Field Development at Gas


Terang Sirasun Field and Batur

Kepmen LH No. 445 in 2006

Ministry of the
Environment

Document Agreement UKL/UPL


Delineation Drilling at Sambutan Field

2445/384/DMT/1997

12
August
1997

Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia

Document Agreement UKL/UPL 2-D


and 3-D Seismic Survey, Semberah
Group East Kalimantan

3653/384/DMT/1997

17 November
1997

Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia

Document Agreement UKL/UPL


Delineation Drilling KRM #01 at Karang
Mumus Field, Samarinda, East
Kalimantan

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

Document Agreement UKL/UPL


Semberah Group Limited Oil and Gas
Field Development

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

Document Agreement UKL/UPL Gas


Pipe Line Development from Semberah
Group Black to PLTD Kledeng, PLTD
Karang Asem and PLTD Tanjung
Batu, Samarinda-East Kalimantan

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

Document Agreement UKL/UPL


Additional Limited Oil and Gas Field
Development of Semberah Field,
Binangat-Pelarang Field, Sambutan
Field and Drilling of SBR #15
Development Well in East Kalimantan
Province by TAC PERTAMINA-PT
Semberani Persada Oil

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

Document Agreement UKL/UPL


Limited Oil and Gas Field Development
of Semberah Group East Kalimantan

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

Document Agreement UKL/UPL


Seismic Survey Sambutan Field in
Samarinda and Semberah Field, Kutai
Kertanegara Regency, East
Kalimantan Province

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

UKL/UPL Limited Oil and Gas Field


Development of TAC PERTAMINA-PT
Insani Mitrasani Gelam

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

AMDAL: Gelam River Gas Field


Development and Gas Transmission
Pipe Construction to PLN Payo
Selincah and PGN Pipe

KepMenLH No. 189 in 2009

8 May 2009

Ministry of the
Environment

UKL/UPL Oil and Gas Delineation


Exploration Drilling of Segat # 3 Well
Bentu PSC

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

UKL/UPL Exploration of New


Exploration Well in Working Area # 6
Korinci Baru - PSC Mining in
Pekanbaru, Riau Province

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

UKL/UPL Exploration of Exploration


Well Segat # 4 in Working Area
Wilayah Kerja Bentu PSC Mining , Riau
Province

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

UKL/UPL Field Development and Gas


Transmission in Working Area Korinci
Baru PSC

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

UKL/UPL Drilling of Exploration Well


Korinci-02

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

UKL/UPL Drilling of Exploration Well


Seng-02

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

UKL/UPL Limited Gas Field


Development and Installation of Gas
Transmission Pipe

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

UKL-UPL 2-D Seismic Survey of


Bentu PSC and Korinci Baru in
Pekanbaru, Riau Province.

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

UKL-UPL Limited Oil and Gas Field


Development (Drilling of Seng-3&4
wells; Seng Flow line & Gathering line;
Seng Gas Plant in Langgam)

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

UKL-UPL Limited Oil and Gas Field


Development of Seng-1 ST

4967/10.08/DMT/2009

16
2009

Directorate
General of
Petroleum and
Natural Gas ,
Ministry of Energy
and Mineral
Resources the
Republic of
Indonesia

UKL/UPL 2-D and 3-D Seismic Survey

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

UKL/UPL Limited Oil and Gas Field


Development of Tonga PSC

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.

PETROLEUM AND GAS INDUSTRY

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.

Overview of Indonesian Oil and Gas Industry


Indonesia is the largest and most populous country in South East Asia. with a population of 229 million
in 2008. (Source: CEIC) The country is an archipelago consisting of approximately 17.000 islands. the
largest and most important of which are Java. Sumatra. Kalimantan and Papua. Java. including the
adjacent islands of Bali and Madura. accounts for over 60% of the total population of the country. but
less than 10% of the countrys land mass.
The table below outlines a number of key historical economic indicators for Indonesia:
Key Economic Indicators
Population (millions)
GDP at current prices
(Rp. trillions)
Real GDP growth (%)
GDP (US$ billions)
GDP per capita (US$)

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

Reserves and production


The Government estimates Indonesias proved and possible oil and gas reserves to be approximately
44.3 BBOE as of 2006. comprising 13.1 billion BBLS of oil and 274.3 TCF of gas.
According to the Government. over 71% of Indonesias natural gas reserves are located offshore. with
the largest reserves found off Natuna Island (28.8%). East Kalimantan (25.2%). South Sumatra (13.0%)
and Papua (12.8%).

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

Gross Natural Gas Production by Major Producers (BCF)


Company

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

Indonesia energy balance


Indonesias oil and gas sector has historically been a key contributor to its economy. and remains an
important contributor of export revenues and an important source of foreign exchange for the country.
Due to its LNG exports. Indonesia remains a net energy (oil. gas. coal. etc) exporter. although it is a
significant importer of crude oil. Total oil and gas exports (including LNG) were US$21.2 billion in 2006.
representing 21% of Indonesias total export earnings. down from 22.5% in 2005. Revenues from gas
exports were US$10.5 billion in 2006. representing about 10% of Indonesias total export revenues.
while oil exports were US$10.9 billion in 2006. up from US$10.0 billion in 2005.
The following table compares Indonesias oil and gas production with its export earnings:
(US$ million)
Total exports
Growth Rate of Total Exports
(%)
Oil and Gas Exports

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

LNG as % of Oil and Gas


Exports

42.4

46.7

47.2

47.5

46.5

48.5

LPG as % of Oil and Gas


Exports

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

Crude and Condensate as %


of Oil and Gas Exports
Refined Products as % of Oil
and Gas Exports

Oil and Gas as % of Total


Exports
Non-Oil and Gas Exports
Major Export Markets
Japan
USA
Singapore
China
European Union
Growth Rate. Exports to US
(%)

Source: Migas-Trade & Refining [Petroleum Report Indonesia 2007-2008]

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

Oil and Gas Industry Outlook in Indonesia


The outlook for the Indonesian oil and gas industry will be influenced by a number of factors including
domestic energy policy. growth in energy demand. both in Indonesia and major export markets such as
Japan. Southeast Asia. US and Europe as well as world prices for crude oil. Although crude oil is traded
globally. supply and demand varies within each region. The Asia Pacific region is a net importer of oil.
importing over 40% of its total oil consumption. Renewed growth of the Indonesian economy. as well as
other Asian economies is likely to lead to further growth in energy demand from oil. natural gas and
other energy sources.
Historically. the Government policy of setting and subsidizing the price of fuel oil sold domestically has
had significant influence on the ratio of oil consumption compared to gas consumption in Indonesia. In
particular. because fuel oil is an alternative fuel to natural gas for many industrial and electricity
generation companies in Indonesia. subsidized fuel oil prices have reduced the relative appeal of gas as
an energy source while encouraging domestic oil consumption. Compounding this issue. gas producers
who wished to sell gas domestically were historically required to sell exclusively to Pertamina. As a
consequence. Indonesia became a net importer of crude oil for the first time in 2006. while production of
gas in Indonesia was primarily driven by the economics of LNG export markets.
Since 2001. the Government has implemented a number of initiatives to reduce the growth rate of
domestic oil consumption. limit Indonesias dependency on oil imports. and further encourage the
substitution of gas for fuel oil as a domestic fuel source. including:

Increasing the price of oil-based fuels by reducing subsidies;


Promulgating the New Oil and Gas Law in October 2001. which sets out the basis for the
liberalization of the oil and gas industry in Indonesia. See Oil and Gas Regulatory Framework
in Indonesia;
Allowing direct negotiation of gas purchase agreements. between supplier and consumer without
Pertamina as an intermediary. which enables gas prices to be set on a free-market basis;
Offering better economic profit-sharing terms to participating parties under PSCs for production of
natural gas; and
Issuing incentive packages at regular intervals to stimulate further exploration for oil and gas in
frontier and deep water areas. particularly in eastern Indonesia.

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:

Subsidized fuel price changes (IDR / liter)


Premium
Gasoil
Kerosene

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

Source: Pertamina [Petroleum Report Indonesia 2007-2008]


Non-subsidized industry fuel price changes
(IDR / liter)
Premium
Gasoil

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

Indonesian Domestic Gas Demand

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

Total Gas Demand

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

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

Source: Migas-Trade & Refining [Petroleum Report Indonesia 2007-2008]

165

The table below provides a breakdown of historical and forecast oil demand in Indonesia according to
Wood Mackenzie Energy Research and Consulting:

Total Oil Demand

2005

2008

2010E

2015E

Total Oil Demand (1.000 BOE/d)


1,297
1,204
CAGR %
3.5
0.6
Sectoral Split (1.000 BOE/d)
Net Inputs to Generation
174
168
Other Losses & Gains
70
69
Total Final Consumption
1,053
965
Industry & Non-Energy Use
277
217
Transport
516
505
Residential/Commercial
260
243
Sectoral Split (%)
Net Inputs to Generation
13.4
14.0
Other Losses & Gains
5.4
5.7
Total Final Consumption
81.2
80.2
Industry & Non-Energy Use
21.3
18.0
Transport
39.8
42.0
Residential/Commercial
20.0
20.2
% of Total Asia Pacific Demand
5.9
5.1
Per Capita (Asia Pacific = 100)
95.0
81.9
Source: IEA. Wood Mackenzie [Energy Market Report September 2009]

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

Source: Migas-Trade & Refining [Petroleum Report Indonesia 2007-2008]

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.

Indonesian LNG industry

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

Source: Migas-Production & Trade [Petroleum Report Indonesia 2007-2008]

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.

LNG Project Description


Qatar and Australia are also set to add significant new capacity by 2020. Qatar will increase its capacity
from around 40 MMTPA in 2009 to over 77 MMTPA by 2012 from new trains which are currently under
construction. Australia has large potential. In Queensland. there are currently four coal bed methane
(CBM) projects in advanced planning stages. which could add up to 23 MMTPA of new capacity by
2018. There is also large potential from the North West Shelf area where the 15 MMTPA Gorgon project
has recently been sanctioned and many additional projects targeting start up prior to 2018.
The new LNG projects from Indonesia. Qatar and Australia are expected to supply growing markets in
the Pacific and Atlantic basins. In the Pacific basin. strong continued demand is expected from Japan.
Korea and Taiwan. while China and India are expected to be the main drivers of demand growth in the
region. While in the Atlantic basin. the US and UK markets. which currently import a disproportionately
small quantity of LNG. is expected to substantially increase its LNG demand from less than 6 MMTPA in
2009 to 55 MMTPA by 2020.
Oil and Gas Regulatory Framework in Indonesia
Indonesias oil and gas resources are national assets controlled by the Government. In November 2001.
the New Oil and Gas Law was enacted. which replaced the Law No. 8 of 1971 (regarding Pertamina)
and Law No. 44 of 1960 (regarding the oil and gas mining law) that had functioned as references in the
Indonesian oil business for over 30 years. The Oil and Gas Law creates an overall statutory framework
for a fundamental restructuring of the oil and gas regime. principally resulting in an ending to
Pertaminas monopoly in upstream oil and gas and the liberalization of the domestic oil and gas
markets.
Unlike its predecessor law. which did not distinguish between upstream and downstream activities as
they were monopolized by Pertamina. the New Oil and Gas Law categorizes oil and gas activities into
upstream and downstream activities. Upstream activities consist of exploration and exploitation of oil
and gas resources. while downstream activities encompass processing. transporting. storage and
commerce. The New Oil and Gas Law introduces two new governmental bodies. the Upstream
Implementing Body (BPMIGAS) and the Downstream Regulatory Body (BPHMIGAS). BPMIGAS. a nonprofit Government-owned legal entity. is to control upstream activities on behalf of the Government as
the holder of exclusive mining authority. The functions of BPMIGAS are similar to the functions of
Pertaminas BPPKA division/Manajemen Production Sharing. which was responsible for the
administration of contracts under the previous legislative framework. BPHMigas. an independent
governmental agency. is tasked with supervisory and regulatory functions at the downstream level. in
order to ensure the availability and distribution of fuels throughout the Indonesian territory and to
promote gas utilization in the domestic market.
Under the terms of the New Oil and Gas Law. on the establishment of BPMIGAS. all rights and
obligations of Pertamina under production sharing contracts were transferred to BPMIGAS and
BPMIGAS replaced Pertamina as the Government party to all production sharing contracts. In this
respect. BPMIGAS and Pertamina are tasked by the Upstream Regulations to finalize an instrument
reflecting BPMIGAS as the new Government party to such production sharing arrangements. which to
date is still outstanding.
The New Oil and Gas Law is an umbrella legislation setting forth general principles that are expected to
be further developed in a series of Government regulations. presidential decrees and ministerial
decrees. some of which have been promulgated. Among these are the Upstream Regulations. which

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.

Production Sharing Contract (PSC)


PSC is granted the authority to explore and develop commercial hydrocarbon reserves in certain areas
before producing commercially. Contractors are required to give back a certain percentage from a
contract area on a certain date. unless such area has been connected to a field where oil and gas has
been discovered. It is the Contractors responsibility to provide funds for all activities and prepare the
work program and budget. In return. the contractor is allowed to perform lifting of crude oil and gas
production which they will also be entitled to.
Profit sharing in form of First Tranche Petroleum (FTC) generally will be 20% of total production before
being deducted by cost recovery for Government and Contractor according to the percentage profit
sharing rights. Total production after FTP shall be the total amount availale for cost recovery purposes
for the contractor. which is calculated by referring to the crude oil prices in Indonesia and actual gas
price at that time. After the cost has been recovered by the Contractor. the Govenrment has a right
obtain a certain share from the crude oil and natural gas production and the Contractor will have the
right to the remaining production for profit.. The contractor will be required to pay income tax for their
profit according to the applicable tax rate. PSC in Indonesia will be required to fulfill Domestic market

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)

Difference due to change of equity in Subsidiary

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

Additional paid-in capital


Difference in value from restructuring transactions of
entities under common control

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

Issued and Paid Up Capital

1,4401

2,618.3

490.9

4,549.3

Additional Paid Up Capital

3,354.7

2,225.6

441.8

6,022.1

Difference in value from restructuring


transactions of entities under
common control
Difference due to change of equity in
Subsidiary
Translation adjustments
Accumulated profit (loss)
Total equity

(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

XIII. 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 dividend.
The Board of Directors of the Company propose that cash payments for dividends 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 and without prejudice to
the right of the General Meeting of Shareholders of the Company to resolve otherwise in accordance
with the provisions of the Companys Articles of Association.
Since the Initial Public Offering in 2004, the Company has paid dividends as follows:
Cash Dividend
Fiscal Year
2004

Rp per share

Total
(Rp000)

0.35

3,369,463

Dividend

74,166,617

*Calculation of dividend out of the buy back shares

Net Profit

172

(Rp 000)

Pay Out Ratio


4.5%

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.

Dividend sources from reserves or retained earnings; and

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

CANDIDATE BUYERS FOR SHARE IN LIMITED PUBLIC OFFERING II SHALL BE EXPECTED TO


CONSULT WITH THEIR RESPECTIVE TAX CONSULTANT IN CONNECTION WITH TAXATION
ARISING FROM THE PURCHASE OF, OWNERSHIP OF OR SALES OF SHARES PURCHASED
THROUGH THIS LIMITED PUBLIC OFFERING II.

174

XV.

INDEPENDENT AUDITOR REPORT AND FINANCIAL


CONSOLIDATED REPORT

175

DIRECTORS STATEMENT LETTER


RELATING TO
THE RESPONSIBILITY ON THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND DECEMBER 31, 2008, 2007 AND 2006
PT ENERGI MEGA PERSADA TBK AND SUBSIDIARIES

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.

:
:

Domicile as stated in ID Card

Phone number
Position

:
:

Name
Office address

:
:

Domicile as stated in ID Card

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 =

[signed on stamp duty]

Amir Balfas

[signed on stamp duty]

Didit Hidayat Agripinanto

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.

We conducted our audit in accordance with auditingstandardsestablished by the Indonesian


InstituteofCertifiedPublicAccountants.Thosestandardsrequirethatweplanandperformthe
audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the
accountingprinciplesusedandsignificantestimatesmadebymanagementaswellasevaluating
the overall financialstatement presentation. We believe that our audit provides areasonable
basisforouropinion.

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

Consolidated Interim Financial Statements


With Independent Auditors Report
For The Six-Month Period Ended June 30, 2009
(With Comparative Figures for the Years Ended
December 31, 2008, 2007 and 2006)

PT ENERGI MEGA PERSADA TBK


AND SUBSIDIARIES

TABLE OF CONTENTS

Page
DIRECTORS STATEMENT LETTER
INDEPENDENT AUDITORS REPORT
CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. Consolidated Interim Balance Sheet

2. Consolidated Interim Statement of Income

3. Consolidated Interim Statement of Changes in Equity

4. Consolidated Interim Statement of Cash Flows

5. Notes to Consolidated Interim Financial Statements

6. Supplementary Information (Unaudited)

66

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


CONSOLIDATED INTERIM BALANCE SHEET
JUNE 30, 2009
(With Comparative Figures as of December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)

December 31,

Notes

June 30, 2009

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

Total Current Assets


NON-CURRENT ASSETS
Restricted long-term
cash
Due from related parties
Deferred tax assets - net
Fixed assets - net of accumulated
depreciation of Rp8,885,689
in 2009, Rp8,224,956 in 2008,
Rp9,979,054 in 2007 and
Rp6,362,487 in 2006
Oil and gas properties - net of
accumulated depreciation,
depletion and amortization of
Rp4,098,359,553 in 2009,
Rp4,304,708,529 in 2008,
Rp2,150,166,719 in 2007 and
Rp2,723,953,524 in 2006
Abandonment and site restoration
fund
Reimbursement of Subsidiarys
dividend tax paid
Other non-current assets
Total Non-Current Assets
TOTAL ASSETS

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.

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


CONSOLIDATED INTERIM BALANCE SHEET
JUNE 30, 2009
(With Comparative Figures as of December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)

December 31,

Notes

June 30, 2009

2008

2007
(As restated Note 4)

2006
(As restated Note 4)

LIABILITIES AND EQUITY


CURRENT LIABILITIES
Trade payables
Other payables
Accrued expenses
Taxes payable
Current maturities of long-term loans

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

Total Non-Current Liabilities

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

Total Current Liabilities


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

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.

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


CONSOLIDATED INTERIM STATEMENT OF INCOME
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2009
(With Comparative Figures for the Years Ended December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)

December 31,

Notes

June 30, 2009


(Six Months)

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

COST OF GOODS SOLD

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

OTHER INCOME (EXPENSE)


2s
Interest income
Gain (loss) on foreign exchange - net
2x
Overhead cost recovery
Financing charges
29a
Income from insurance claims
29b
Loss on impairment of investment value 2p,3
Prior year underlift adjustment
Others - net

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

Other Charges - Net

(328,164,324 )

(563,967,621 )

(215,395,972 )

(590,170,736 )

INCOME (LOSS) BEFORE TAX


BENEFIT (EXPENSE)

(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

INCOME FROM OPERATIONS

TAX BENEFIT (EXPENSE)


Current tax
Deferred tax

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

NET INCOME (LOSS)


BASIC EARNINGS (LOSS)
PER SHARE (in full amount)

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.

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2009
(With Comparative Figures for the Years Ended December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)

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 )

Balance as of December 31, 2007


Translation adjustments
Net loss for the year

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 )

Balance as of December 31, 2008


Translation adjustments
Net loss for the period

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

Balance as of June 30, 2009

The accompanying notes to consolidated interim financial statements are an integral part of the consolidated interim financial statements.

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2009
(With Comparative Figures for the Years Ended December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)

December 31,

June 30, 2009


(Six Months)
CASH FLOWS FROM OPERATING
ACTIVITIES
Cash receipts from customers
Cash paid to suppliers, contractors, employees
and other operational activities
Cash generated from operations
Financing charges paid
Corporate income and dividend tax paid
Proceeds from reimbursement of Subsidiarys
dividend tax
Net Cash Flows Provided by (Used in)
Operating Activities

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 )

CASH FLOWS FROM INVESTING


ACTIVITIES
Interest income received
Decrease (increase) in short-term investment
Acquisition of oil and gas properties
Decrease (increase) in other non-current assets
Acquisition of fixed assets
Proceeds from insurance claim
Acquisition of Subsidiaries
Proceed from sale of fixed assets

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 )
-

Net Cash Flows Used in Investing Activities

(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 )

CASH FLOWS FROM FINANCING


ACTIVITIES
Withdrawal (placement) of restricted
long-term cash
Proceeds from (payment of) long-term loan - net
Payments of due from/to related parties - net
Proceeds from issuance of Subsidiarys
capital stock
Proceeds from issuance of the Companys
capital stock
Payment of stock issuance costs
Payment of loan of acquired Subsidiaries

1,262,994,439

Net Cash Flows Provided by (Used in)


Financing Activities

434,125,228

1,546,712,316

NET INCREASE (DECREASE) IN


CASH AND CASH EQUIVALENTS

(49,072,517 )

CASH AND CASH EQUIVALENTS AT


BEGINNING OF PERIOD/YEAR
Effect of dilution of percentage of ownership
in subsidiary
Effect of foreign exchange rate changes
CASH AND CASH EQUIVALENTS AT
END OF PERIOD/YEAR

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.

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
1. GENERAL
a. Establishment and General Information
PT Energi Mega Persada Tbk (the Company) was established in the Republic of Indonesia
based on notarial deed No. 16 dated October 16, 2001 of H. Rakhmat Syamsul Rizal, S.H.,
Notary in Jakarta. The deed of establishment was approved by the Ministry of Justice and Human
Rights of the Republic of Indonesia in its decision letter No. C-14507.HT.01.01.TH.2001 dated
November 29, 2001 and published in State Gazette No. 31, Supplement No. 3684 dated
April 16, 2002. The Companys Articles of Association have been amended several times, the
most recent being based on the Notarial deed No. 63 dated October 31, 2008 of Humberg
Lie, S.H., S.E., MKn., Notary in Tangerang, in order to conform with the Laws of the Republic of
Indonesia No. 40 of year 2007 concerning Limited Liability Companies and Regulation of Capital
Market and Financial Institution Supervisory Board (Bapepam-LK) No. IX.J.1 according to
Chairman of Bapepam-LK decision in his letter Number Kep-179/BL/2008 dated May 14, 2008
concerning the principals of articles of association for equity listed companies and public
companies. The Companys amended Articles of Association have been approved by the
Ministry of Law and Human Rights of the Republic of Indonesia based on its letter
No. AHU-10395.AH.01.02.Tahun 2009 dated April 1, 2009.
In accordance with Article 3 of the Companys Articles of Association, the scope of its activities
comprises of, among others: trading, services and mining, and providing management services in
the oil and gas industry. Currently, the Company is engaged in exploration and trading of oil and
gas.
The Companys head office is located at Wisma Mulia, 33rd Floor, Jalan Jenderal Gatot Subroto
No. 42, Jakarta. The Subsidiaries of the Company are engaged in oil and gas exploration, and
their activities are located in Kangean Island, East Java Province, Riau, Jambi, North Sumatra,
and East Kalimantan Provinces.
The Company started its commercial operations on February 2003.
b. Public Offering of Shares of the Company
The Company obtained the effective notice for its initial public offering from the Chairman of
Bapepam-LK in his letter No. S.1480/PM/2004 dated May 26, 2004. On June 7, 2004, the shares
were listed on the Jakarta Stock Exchange (now the Indonesia Stock Exchange).
Based on the Extraordinary General Meeting of Shareholders (EGMS) dated December 22, 2005,
the Company affected its first right issue (Rights Issue I) of 4,909,368,195 shares of nominal
value Rp100 (full amount) per share, which were offered at Rp770 (full amount) per share totaling
Rp3,780,213,510,150 (full amount). The Company received the effective notice from the
Chairman of Bapepam-LK and on January 25, 2006 listed the shares of the Right Issue I on the
Jakarta Stock Exchange (now the Indonesia Stock Exchange).

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
1. GENERAL (Continued)
c. Structure of the Company and Subsidiaries
The Company has ownership interest of more than 50%, directly and indirectly, in the following
Subsidiaries:
Percentage of Ownership
(%)
June
30,
2009

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

RHI Corporation (RHI)


Kondur Petroleum SA (KPSA) *)
Malacca Brantas Finance, B.V.
(MBF)
Energi Mega Persada
Finance B.V. (EMP Finance)
Costa International Group Ltd.
(Costa) *)
Kalila (Bentu) Ltd. (Bentu) *)
Kalila (Korinci Baru) Ltd.
(Korinci Baru) *)
Energy Mega Persada Pte. Ltd.
(EMPPL)
Tunas Harapan Perkasa Pte.
Ltd. (THPPL)
Enviroco Company Ltd. (ECL)
EMP Holding Singapore Pte. Ltd.
(EMP HS)
PT Imbang Tata Alam (ITA)
PT Tunas Harapan Perkasa
(THP)
PT Semberani Persada Oil
(Semco) *)
PT Insani Mitrasani Gelam
(IMG) *)
PT Mosesa Petroleum (MP)
PT Visi Multi Artha (VMA)
PT Artha Widya Persada (AWP)
Energi Mega Pratama Inc.
(EMP Inc)
EMP Exploration (Kangean)
Ltd. (EEKL) *)
Kangean Energy Indonesia Ltd.
(KEIL) *)

December 31,

Total Assets (Before Elimination)


(in million Rupiah)
Year of
Commercial
Operation June 30, 2009

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 99.99 99.99

99.99

2005

2,732,601

2,744,919

2,051,715

1,765,316

Indonesia

99.99 99.99 99.99

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

*) Indirect ownership interest through Subsidiaries

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).

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
1. GENERAL (Continued)
All the Subsidiaries of the Company, except MBF, EMP Finance, THPPL, EMP PL, ECL and
EMP HS are holders of working interests of the following oil and gas production blocks directly or
indirectly through Production Sharing Contracts (PSC) with Badan Pelaksana Kegiatan Usaha
Hulu Minyak dan Gas Bumi (BPMIGAS) or Technical Assistance Contract (TAC) with
PT Pertamina (Persero) (Pertamina) as follows:
d. Exploration and Exploitation/Development Area
Exploration Area

Locations
Blok GMB
Tabulako
Blok Tonga
Blok GMB
Sangatta-II

Location Permit Owner

Date of
Acquisition of
Exploration
Permit

PT Artha Widya Persada


PT Mosesa Petroleum
PT Visi Multi Artha

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

Name of Block Owner


Kalila (Bentu) Ltd.
PT Semberani Persada Oil
Kalila (Korinci Baru) Ltd.
PT Insani Mitrasani Gelam
Kondur Petroleum S.A.
Kangean Energy
Indonesia Ltd.
Costa International
Group Ltd.

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

June 30, 2009

2008

2007

2006

Ari Saptari Hudaja


Suyitno Patmosukismo
Nalinkant Amratlal
Rathod
A. Qoyum
Tjandranegara
Sulaiman Zuhdi Pane

Ari Saptari Hudaja


Suyitno Patmosukismo
Nalinkant Amratlal
Rathod
A. Qoyum
Tjandranegara
Sulaiman Zuhdi Pane

Ari Saptari Hudaja


Suyitno Patmosukismo
Nalinkant Amratlal
Rathod
A. Qoyum
Tjandranegara
-

Suyitno Patmosukismo
Rennier A. R. Latief
A. Qoyum
Tjandranegara
-

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
1. GENERAL (Continued)
December 31,
June 30, 2009
Directors:
President Director
Director
Director
Director
Director

2008

Imam Pria Agustino


Christian Victor Ponto
Didit Agripinanto Ratam Yuli Soedargo
Amir Balfas
Imam Pria Agustino
-

2007

Christian Victor Ponto


Yuli Soedargo
Imam Pria Agustino
-

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).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The consolidated financial statements have been prepared in accordance with the generally accepted
accounting principles and practices in Indonesia (Indonesian GAAP), which are covered by the
Statements of Financial Accounting Standards (PSAK) issued by the Indonesian Institute of
Accountants (IAI) and Regulations and Guidelines for Financial Report Presentation set out by
Bapepam LK. Significant accounting policies applied consistently in preparing the consolidated interim
financial statements are as follows:

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
a. Basis of Consolidated Financial Statements
The consolidated financial statements, except for the statements of cash flows, are prepared
under the accrual basis of accounting, with the measurement basis being historical cost, except
for certain accounts that are measured on the basis described in the related accounting policies.
The reporting currency used in the preparation of the consolidated financial statements is
Indonesian Rupiah (Rp).
The consolidated statements of cash flows present the cash inflow and outflow which being
classified into operating, investing and financing activities. The statement of cash flows are
prepared using the direct method.
b. Principles of Consolidation
The consolidated financial statements include all Subsidiries that are controlled by the Company.
Control is presumed to exist when the Company owns, directly or indirectly (through
Subsidiaries), more than 50 percent of the voting rights of the Subsidiaries. Even when the
Company owns 50 percent or less of the voting rights, control exists when one of the following
conditions is met:
(1) having more than 50% of the voting rights by virtue of an agreement with other investors;
(2) having the right to govern the financial and operating policies of the Subsidiaries under the
articles of association or an agreement;
(3) ability to appoint or remove the majority of the members of the Subsidiaries management; and
(4) ability to control the majority of votes of meetings of management.
The minority shareholders proportionate share in the equity of the consolidated subsidiaries is
presented under Minority Interests in Net Assets of Consolidated Subsidiaries in the
consolidated interim balance sheets, while the minority shareholders proportionate share in the
net income or loss of consolidated subsidiaries is presented under Minority Interests in Net
Income or Loss of Consolidated Subsidiaries in the consolidated statements of income.
All significant inter-company transactions and balances have been eliminated.
The financial statements of the Subsidiaries that are involved in joint operations with other
venturers under a contractual arrangement are consolidated by using the proportionate
consolidation method from the commencement date of joint operations in accordance with
PSAK No. 12, Financial Reporting of Interest in Jointly Controlled Operation and Assets. The
contractual arrangement may identify one venturer as the operator or the manager of the joint
venture. The operator does not control the joint venture, but acts within the financial and operating
policies that have been agreed by the venturers in accordance with the contractual arrangement.
c. Business Acquisitions
Acquisitions are accounted for using the purchase method in accordance with the requirements of
PSAK No. 22, Business Combination. On acquisition date, the assets and liabilities of a
Subsidiary are measured at their fair values. Any excess of the cost of acquisition over the fair
values of the identifiable net assets acquired is recorded in the oil and gas properties and
amortized using the unit of production method within the period of PSC or TAC.
When the cost of acquisition is less than the interest in the fair values of the identifiable assets
and liabilities acquired as at the date of acquisition (i.e. discount on acquisition), fair values of
non-monetary assets are reduced proportionately until all the excess is eliminated. The remaining
excess after reducing the fair values of non-monetary assets acquired is recognized as negative
goodwill, treated as deferred revenue and recognized as revenue on a straightline method over
twenty (20) years.

10

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Acquisitions of Subsidiaries that represent a restructuring transaction of entities under common
control are accounted for in accordance with PSAK No. 38 (Revised 2004), Accounting for
Restructuring of Entities Under Common Control. Based on this standard, acquisition of a
Subsidiary is accounted based on the pooling of interest, wherein assets and liabilities of a
Subsidiary are recorded at its book values. The difference between the transfer price and the
Companys interest in the subsidiarys book values, if any, is recorded as Difference in Value
from Restructuring Transactions of Entities Under Common Control and presented as a separate
component in the Companys equity. Accordingly, the consolidated interim financial statements
prior to acquisitions are restated, wherein the beginning balance of equity of the Subsidiary is
presented separately as proforma equity arising from restructuring transactions of entities under
common control. The balance of Difference in Value from Restructuring Transactions of Entities
Under Common Control can be realized to gain or loss from the time the common control no
longer exists between the entities that entered into the transaction.
d. Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and in banks, and time deposits with
maturities of three months or less and not pledged as collateral or restricted in use.
e. Short-Term Investments
Time deposits and other placements with maturities of more than three months that are realizable
within one year from balance sheet date are presented as short-term investments.
f.

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
h. Prepaid Expenses
Prepaid expenses are amortized over the period/year benefited using the straight-line method.
i.

Change of Equity in Subsidiary


Changes in the value of investment due to changes in the equity of a Subsidiary arising from
capital transactions of such Subsidiary with other parties are recognized in equity as Difference
Due to Change of Equity in Subsidiary, and recognized as income or expense in the period/year
the investments are disposed of under PSAK No. 40, Accounting for a Change in the Value of
Equity of a Subsidiary/Associate Company.

j.

Transactions with Related Parties


The Company and its Subsidiaries have transactions with certain parties, which have a related
party relationship, as defined in PSAK No. 7, Related Party Disclosures.
All significant transactions with related parties whether or not conducted under the same terms
and conditions as those with third parties, are disclosed in the notes to consolidated interim
financial statements.

k. Restricted Long-Term Cash


Time deposits and placements that are restricted in use for more than one year from balance
sheet date are presented under non-current assets.
l.

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The cost of repairs and maintenance is charged to consolidated statements of income as
incurred; replacement or major inspection costs are capitalized when incurred if it is probable that
future economic benefits associated with the item will flow to the Company and its Subsidiaries,
and the cost of the item can be measured reliably. An item of fixed assets is derecognized upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or
loss arising on derecognition of the asset is included in consolidated statements of income in the
period/year the asset is derecognized.
Constructions-in-progress are stated at cost. Accumulated acquisition costs reclassified into
account the related fixed assets during construction is completed and the asset is ready for use.
Fixed assets purchased under PSC and TAC agreements is owned by the Government, which
represented by BPMIGAS, which the Company, through the Subsidiaries, have the right to use
these assets.
m. Oil and Gas Properties
The Subsidiaries adopted 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.
Under the full cost method, a Cost Center is used to pool costs to be later matched with
revenues generated from the cost centers operations. The Company considers a country as a
single cost center in accordance with PSAK No. 29, Accounting for Oil and Gas Industry, and,
therefore, cost centers are established on a country-by-country basis.
The capitalized costs are subject to a ceiling test, which basically limits such costs to the
aggregate of: (1) the estimated present value, discounted at a 10% interest rate of future net
revenues from estimated future production based on current economic and operating conditions;
(2) the cost of unproven reserve and major development projects not being amortized; and (3) the
lower of cost or estimated fair value of unproven properties included in cost being depreciated
and amortized. Any excess over the cost is charged to expense and disclosed during the
period/year.
All capitalized costs relating to oil and gas properties, including the estimated future costs of
developing proven reserves, are depreciated and amortized using the unit-of-production method
based on the total estimated proven reserves. Investments in unproven properties and major
development projects are not amortized until indication of proven reserves associated with the
projects can be determined or until indication impairment occurs.
The Subsidiaries have no ownership interest in the producing assets nor in the oil and gas
reserves, but rather have the right to operate the assets and receive a share of production and/or
revenues from the sale of oil and gas in accordance with the PSC and TAC agreements.
Sales of proven and unproven properties are accounted for as adjustments of capitalized costs
with no gain or loss recognized directly, unless such adjustments would significantly change the
relationship between capitalized costs and proven reserves of oil and gas, in which case, the gain
or loss is recognized in the consolidated interim statement of income.
Works-in-progress are stated at cost. Accumulated acquisition costs reclassified into account the
related fixed assets during construction is completed and the asset is ready for use.

13

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
n. Leases
The Company and its Subsidiaries applied PSAK No. 30 (Revised 2007), Leases (Revised
PSAK 30). Under Revised PSAK 30, leases that transfer substantially all the risks and benefits
incidental to ownership of the leased item to the lessee are classified as finance leases. Finance
leases are capitalized at the inception of the lease at the fair value of the leased assets or at the
present value of the minimum lease payments, if the present value is lower than the fair value.
Minimum lease payments are apportioned between finance charges and reduction of the lease
liability so as to achieve a constant period rate of interest on the remaining balance of the liability.
Finance charges are recorded in the consolidated statements of income. Leased assets held by
the lessee under finance leases are included in fixed assets and depreciated over the estimated
useful life of the assets or the lease term, whichever is shorter, if there is no reasonable certainty
that lessee will obtain ownership by the end of the lease term.
Leases that do not transfer substantially all the risks and benefits incidental to ownership of the
leased item are classified as operating leases.
o. Abandonment and Site Restoration Obligation
The Subsidiaries recognize their obligation for future removal and restoration of oil and gas
production facilities, wells, pipelines and related assets in accordance with the provision in the
PSC or TAC. The Subsidiaries are also required to provide the funding of any abandonment and
site restoration program established.
Recognition method for the obligations and expense imposed by Subsidiaries are gradually
substantially refers to PSAK No.16 (Revised 2007).
In most instances, the removal of these assets will occur many years in the future or near at the
end of PSC or TAC period. The estimate of future removal costs therefore requires management
to make judgments regarding the timing of removal, the extent of restoration activities requires
and future removal technologies. Such estimates are reviewed on an annual basis and adjusted
each year as required.
p. Impairment of Assets Value
Asset values are reviewed for any impairment and possible write down to fair value whenever
events or changes in circumstances indicate that the carrying value may not be recoverable.
Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is
recognized in the current period/year consolidated statements of income. Recoverable amount is
the higher of an assets net selling price and its value in use.
q. Capitalization of Borrowing Cost
In accordance with the revised PSAK No. 26 (Revised 1997), Borrowing Cost, interest cost,
foreign exchange differences and other costs incurred from borrowings obtained to finance the
construction or installation of major facilities are capitalized. Capitalization of these borrowing
costs ceases when the acquisition, construction or installation activities are substantially
completed and the assets are ready for their intended use.
r.

Shares Issuance Costs


Based on the Bapepams Decision Letter No. KEP-06/PM/2000 dated March 13, 2000, all costs
incurred in relation to Initial Public Offering and Rights Issue are presented as Additional Paid-in
Capital in equity.

14

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
s. Revenue and Expense Recognition
Revenue from crude oil and gas is recognized on the basis of the entitys interest in a producing
field (entitlement method) when the crude oil and gas is delivered and title has passed to
customer. Revenue earned under a PSC and TAC is recognized on a net entitlements basis
according to the terms of the PSC and TAC.
Expenses and production costs are recognized when incurred. Production cost involves lifting the
oil and gas to the surface of earth and gathering, treating, field processing and field storage of the
oil and gas until delivery.
Production cost for the un-lifted oil, are deferred this is in accordance with cost matching against
revenue method.
t.

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Amendments to tax obligations are recorded when a tax assessment is received or, if objected to
or appealed against by the Company and its Subsidiaries, when the result of the objection or
appeal is determined.
v. Earnings per Share
In accordance with PSAK No. 56, Earnings per Share, basic earnings per share are computed
by dividing net income by the weighted average number of shares outstanding during the
period/year.
Diluted earnings per share are computed by dividing net income by the weighted average number
of shares outstanding as adjusted for the effects of all potential dilution.
w. Segment Information
Segment information is presented based on PSAK No. 5 (Revised 2000), Segment Reporting.
The Company and Subsidiaries primary reporting segment information is based on business
segment, while its secondary reporting segment information is based on geographical segment.
A business segment is a distinguishable component of an enterprise that is engaged in providing
products or services or a group of products or services, which are subject to risks and returns that
are different from those of other business segments.
A geographical segment is a distinguishable component of an enterprise that is engaged in
providing products or services within a particular economic environment, which are subject to
risks and returns that are different from those of components operating in other economic
environments.
Assets and liabilities that relate jointly to one or more segments are allocated to its respective
segments, if and only if, its related revenues and expenses are also allocated to those segments
and the relative autonomy of those segments.
x. Foreign Currency Transactions and Translation
Transactions in currencies other than Rupiah are recorded at the prevailing rates of exchange in
effect on the date of the transactions.
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. The resulting net foreign
exchange gains or losses are in the current period/years consolidated statements of income.
The books of accounts of the Subsidiaries are maintained in United States Dollar. For
consolidation purposes, assets and liabilities of the Subsidiaries at balance sheet date are
translated into Rupiah using the middle rates stated by Bank Indonesia, while revenue and
expenses are translated at the average rates of exchange. Resulting translation adjustments are
shown as part of equity as Translation Adjustments. The exchange rates used as of
June 30, 2009, December 31, 2008, 2007 and 2006 were as follows:
December 31,
June 30, 2009
(full amount)
Currency
US$
Euro

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
y. Use of Estimates
The preparation of consolidated interim financial statements in conformity with generally accepted
accounting principles in Indonesia requires management to make estimation and assumptions
that affect amounts reported therein. Due to the inherent uncertainty in making of estimate, actual
results reported in the future years may be based on amounts that differ from those estimates.
z.

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
4. RESTATEMENT AND RECLASSIFICATIONS OF THE CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
The Company has restated its consolidated financial statements for the years ended December 31,
2007 and 2006. Restatements were made on the Subsidiaries employee benefits obligation based on
independent actuarial report, PT Bumi Persada Aktuaria, in its reports dated November 11, 2008.
Based on the Joint Operating Body agreement between Pertamina and Costa International Group Ltd.
(Costa) (the JOB), Pertamina, assisted by Costa, is responsible for conducting the operation and
carry the risk of operating costs of the JOBs operations. Since BPMIGAS has not made any
contributions of its 50% share as stated in the PSC and, because of the facts that Costa had been
bearing all the cash calls to JOB and receiving the amount of the proceeds from sales to cover the
operating costs, Costa recognized 100% of the JOBs revenue and expense. Starting 2007, Costa
decided to apply the participating method, whereby assets, liabilities, as well as revenue and
expenses of the JOB, are recognized according to its share (50%). The change was applied
retrospectively, and therefore, the 2006 consolidated interim financial statements were restated. The
restatement of consolidated financial statements also effect on the Subsidiarys deferred taxes.
The following is the summary of the significant account in the consolidated financial statements as of
December 31, 2007 and 2006 after and before the restatements:
2007
As previously
reported

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
5. ACQUISITIONS AND ESTABLISHMENTS OF SUBSIDIARIES
a. PT Mosesa Petroleum (MP)
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 MP owned by MGA at an agreed price of US$11,800,000.
Both parties agreed that the agreement will become effective upon the completion of either one of
the following conditions:
(i) MGA and MP have held General Meeting of Shareholders (GMS) to obtain the approval of the
sale and purchase of the shares, and;
(ii) The Company has announced the plan of the acquisition in at least one nationally circulated
newspaper before MPs GMS according to Limited Liability Company Law.
The acqusition of MP became effective on June 11, 2008.
MP is the owner of 71.25% working interest in Tonga PSC Block located in North Sumatera for a
term of 30 (thirty) years from the time the contract was signed with BPMIGAS dated January 16,
2007.
The acquisitions of MP was recorded using the purchase method. Net assets of MP were
measured at their fair values, any excess of the cost of acquisition over the fair values of the
identifiable assets attributed to oil and gas properties.
Fair value of net asset at acqusition date were as follows:
Rp
Cash in bank
Restricted cash in bank
Other receivables
Oil and gas properties
Prepaid tax
Short-term loan
Accrued expenses
Taxes payable
Long-term loan

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

b. PT Visi Multi Artha (VMA)


On January 21, 2009, VMA was established based on Notarial Deed No. 8 of Beni
Aguselyanto S.H., with authorized capital amounting to Rp4,000,000 consisting of 4,000 shares
with par value of Rp1,000 per share, and has fully paid-up capital of Rp1,000,000. On April 15,
2009, the Company acquired 70% ownership of VMA, consisting of 700 shares amounting to
Rp700,000.
VMA was established to engage in services, construction, trading, industry, printing, land
transportation, overhaul, agriculture and mining.

19

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
5. ACQUISITIONS AND ESTABLISHMENTS OF SUBSIDIARIES (Continued)
c. PT Artha Widya Persada (AWP)
On January 21, 2009, AWP was established based on Notarial Deed No. 12 of Beni
Aguselyanto S.H., with authorized capital amounting to Rp4,000,000 consisting of 4,000 shares
with par value of Rp1,000 per share, and has fully paid-up capital of Rp1,000,000. On April 15,
2009, the Company acquired 70% ownership of AWP, consisting of 700 shares amounting to
Rp700,000.
AWP was established to engage in services, construction, trading, industry, printing, land
transportation, overhaul, agriculture and mining.
d. PT Tunas Harapan Perkasa (THP)
The Company (acquirer) entered into a Sales and Purchase Agreement (SPA) with PT Mitra
Andalan Mandiri (MAM, as seller) on October 25, 2005 as follows:
i.

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,

June 30, 2009


Cash on hand
Cash in banks
Rupiah
Citibank N.A.
PT Bank Mandiri (Persero) Tbk
PT Bank International
Indonesia Tbk

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
6. CASH AND CASH EQUIVALENTS (Continued)
December 31,

June 30, 2009


PT Bank Negara Indonesia
(Persero) Tbk
Others (below Rp1 billion each)
United States Dollar
Citibank N.A.
PT Bank Mega Tbk
PT Bank International
Indonesia Tbk
PT Bank Negara Indonesia
(Persero) Tbk
Credit Suisse, Singapore
Societe Generale, Hong Kong
PT Bank Mandiri (Persero) Tbk
Others (below Rp1 billion each)
Euro
Fortis Bank
Total cash in banks
Cash equivalents
Time Deposits
Rupiah
Citibank N.A.
PT Bank International
Indonesia Tbk
PT Bank Mega Tbk
United States Dollar
PT Bank International
Indonesia Tbk
Citibank N.A.
PT Bank Negara Indonesia
(Persero) Tbk
PT Bank Mega Tbk
Other Investment
PT Danatama Makmur
Total cash equivalents
Total

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,

United States Dollar


Rupiah

June 30, 2009

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
7. SHORT-TERM INVESTMENT
The Subsidiaries, ECL and KPSA signed investment management service contract with Riseley
Management Ltd (RML) to manage ECL and KPSA fund amounted to US$104 million and
US$15 million, respectively. Based on the agreements with RML, ECL and KPSA will earn interests of
7% and 9% above LIBOR, respectively. The agreement will expire eighteen (18) months from
October 22, 2007 and five (5) years from September 15, 2008 for ECL and KPSA, respectively. These
agreements may be extended subject to written instruction from ECL and KPSA. These investments
can be disbursed at any time by ECL and KPSA. This account included interest since the placement
date until June 30, 2009, December 31, 2008 and 2007.

8. TRADE RECEIVABLES
This account consists of:
a. By Customer - Third Parties
December 31,

June 30, 2009


Local customers
PT Pertamina (Persero)
PT Perusahaan Listrik Negara
(Persero)
PT Petrokimia Gresik (Persero)
PT Riau Andalan Pulp & Paper
PT Perusahaan Gas Negara
(Persero) Tbk
Foreign customers
Petro Diamond Co. Ltd.
Itochu Petroleum Co. (S) Pte. Ltd.
Mitsubishi Corporation
Total

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,

June 30, 2009


Up to 30 days
Over 31 to 60 days
Over 60 days
Total

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
9. OTHER RECEIVABLES
This account consists of:
December 31,

June 30, 2009

2008

2007

2006
(As restated Note 4)

Reimbursable Value-Added Tax (VAT)


Receivable from suppliers
Loan to employees
Overhead receivables from PSC participants
Underlifting - net
Pacework International Ltd
Others (below Rp1 billion each)

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,

June 30, 2009

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
11. PREPAID EXPENSES AND ADVANCES
This account consists of:
December 31,

June 30, 2009

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

12. RESTRICTED LONG-TERM CASH


This account consists of:
December 31,

June 30, 2009

2008

2007
(As restated Note 4)

2006
(As restated Note 4)

PT Bank Mega Tbk


Credit Suisse, Singapore
Yayasan Dana Santunan Pegawai
Selat Malaka
Hongkong Shanghai Banking Corporation
Societe Generale, Hong Kong
Bank of New York, Singapore

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
12. RESTRICTED LONG-TERM CASH (Continued)
The Subsidiary placed fund and time deposits with PT Bank Mandiri (Persero) Tbk and other financial
institution through Yayasan Dana Santunan Pegawai Selat Malaka for employee benefits (Note 32).
The fund placed with Hongkong Shanghai Banking Corporation (HSBC) represents a current account
in US Dollar that is used as an escrow account with HSBC as Trustee pursuant to the Gas Sales
Purchase Agreement (GSA) dated July 7, 2005 (Note 34c). Balance of the account represents funds
available for payment of Gas Transportation Fees (GTF) to PT Pertamina (Persero) that has not yet
been transferred for the gas delivered for the period from January 1, 2009 to June 30, 2009.
The fund placed with Societe Generale (SG) represents placement of fund in respect of the Share
Subscription Agreement (SSA) dated March 6, 2007, whereby the Company, EMP Inc. (Subsidiary),
Mitsubishi Corporation and Japan Petroleum Exploration Co., Ltd agreed that EMP Inc. shall keep the
proceeds from BP Exploration Operating Company Ltd. and BP America Production Company under
the term of Amendment Agreement in a separate account to be dedicated for the payment of the
Subsidiarys dividend tax (Note 20). In 2008 the Company has paid all the dividend tax liability,
subsequently the fund is disbursed in 2009.
Time deposits in Bank of New York (BONY) represents placement of time deposits pursuant to the
Cash and Account Management Agreement between MBF, LBI, KPSA and ITA with BONY, to serve
as collateral for credit facility received from Merrill Lynch on July 27, 2005. Loan to Merrill Lynch was
paid in full on July 27, 2008 (Note 19).
As of June 30, 2009, December 31, 2008, 2007 and 2006, all restricted long-term cash are
denominated in US Dollar, except the fund placed with PT Bank Mandiri (Persero) Tbk, through
Yayasan Dana Santunan Pegawai Selat Malaka amounting to Rp9.43 billion, Rp12.69 billion,
Rp16.10 billion and Rp10.93 billion, respectively.
13. DUE FROM / TO RELATED PARTIES
a. Nature of Relationship with Related Parties
-

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
13. DUE FROM / TO RELATED PARTIES (Continued)
b. Due from Related Parties
This account consists of:
December 31,

June 30, 2009


Lapindo Brantas, Inc. (LBI)
PT Energi Timur Jauh (ETJ)
Others (below Rp1 billion each)
Total
Percentage to total assets

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,

June 30, 2009

2008

2007

2006
(As restated Note 4)

Asian Worldwide Group Ltd (AWG)


Global Overseas Enterprise Ltd (GOE)
Kalila Energy Ltd
Pan Asia Enterprise Ltd
Others (below Rp1 billion each)

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

Total (below Rp1 billion each)

66,438,451

71,191,624

61,363,391

221,022,494

0.78%

0.80%

1.02%

3.19%

Percentage to total liabilities

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
14. OIL AND GAS PROPERTIES
This account consists of:
December 31,

June 30, 2009


Well and equipment and their facilities
Well and equipment and their facilities
in progress
Total
Accumulated depreciation, depletion and
amortization
Net Book Value

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

Net Book Value

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
-

Net Book Value

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
14. OIL AND GAS PROPERTIES (Continued)
2007
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,

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

Net Book Value

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

Net Book Value

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
15. OTHER NON-CURRENT ASSET
This account consists of:
December 31,

June 30, 2009


Deferred production cost
Security deposits
Deferred administration cost
Others
Total

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,

June 30, 2009

2008

2007

2006
(As restated Note 4)

PT Jasa Karya Utama


PT Petroflexx Prima Daya
(formerly PT Jaya Wijaya Raya)
PT Duta Energi Semesta
PT Permata Drilling Indonesia
PT Dowell Anadril Schlumberger
Aircraft Management
PT BJ Service Indonesia
PT Kanaka Dwi Mitra Manunggal
PT Pertamina (Persero)
PT Schlumberger Geophnusantara
PT Daya Alam Tehnik Inti
PT Dwi Prima Sembada
PT Alam Jaya Makmur Sejahtera
PT Radiant Utama Interinsco
PT Indoturbine
PT Halliburton Logging Service Indonesia
PT Batam Dwi Karya
PT Baruna Raya Logistics
Others (below Rp10 billion each)

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
16. TRADE PAYABLES (Continued)
b. By Age Category
December 31,

June 30, 2009

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,

June 30, 2009

2008

2007

2006
(As restated Note 4)

United States Dollar


Rupiah

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

17. OTHER PAYABLES


This account consists of:
December 31,

June 30, 2009

2008

2007

2006
(As restated Note 4)

PT Masagena Agung (MGA)


Overlifting - net
Take or pay liabilities
Advance-Lead Strategy Ltd
PT Danatama Makmur
Others (below Rp1 billion each)

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
18. ACCRUED EXPENSES
This account consists of:
December 31,

June 30, 2009


Drilling
Interest charge
Production
Support
Others
Total

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.

19. LONG-TERM LOANS


This account consists of:
December 31,
June 30, 2009
Credit Suisse, Singapore
(US$450 million in 2009 and 2008,
US$152.75 million in 2007 and
US$427.75 million in 2006)
Mitsubishi Corporation, Japan
(US$71.98 million in 2009,
US$65.55 million in 2008 and
US$29.05 million in 2007)
Japan Petroleum Exploration Co. Ltd., Japan
(US$71.98 million in 2009,
US$65.55 million in 2008 and
US$29.05 million in 2007)
PT Bank Permata Tbk
Merill Lynch, Singapore (US$120 million)
PMA Capital Management Ltd (US$75 million)
PT Bank CIMB Niaga Tbk
PT Bank Internasional Indonesia Tbk

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

Long-term Loans - Net

3.516.954.222

6,363,120,275

1,254,028,544

4,941,733,089

1,211,042
162,106

31

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
19. LONG-TERM LOANS (Continued)
Credit Suisse (CS), Singapore
The loan from CS amounting to US$450 million as of June 30, 2009 and December 31, 2008
represent the loans obtained by EMP HS, while loan from CS amounting to US$152.75 million as of
December 31, 2007 represent the loan obtained by Semco. On December 31, 2006, loan from CS
consists of loans obtained by EMP Inc. and Semco amounting to US$275,000,000 and
US$ 152,750,000, respectively.
On September 8, 2008, EMP HS entered the credit facilities arranged by CS as an arranger of up to
maximum of US$450 million which consists of the following agreements:
a. Senior Credit Agreement
EMP HS obtained the loan under this agreement amouting to US$250 million with bears interest
at 12% above LIBOR. The loan period is sixty (60) months after utilisation date. EMP HS may
repay the loan any time on or after the date falling twenty four (24) months from the utilisation
date in whole or in part.
b. Junior Credit Agreement
EMP HS obtained the loan under this agreement amouting to US$200 million with bears interest
at 9% above LIBOR. The loan period is sixty (60) months after utilisation date. EMP HS may
repay the loan in full any time after the later of the Senior discharge date and a date falling
eighteen (18) months from the utilization date.
On the same date, in accordance with the loans, the Company, EMP HS, Operating Companies (ITA,
KPSA, Semco, IMG, Costa, Bentu and Korinci Baru) and intermediate Holdco (RHI and THP) signed
the Cash and Account Management Agreement (CAMA) with CS with the terms as follows:
a. Each of EMP HS and Operating Companies shall establish, before or on the date of this
agreement, and shall maintain, the Transaction Account (Junior Debt Service Reserve Account,
Senior Debt Service Reserve Account, Junior Interest Account, Senior Interest Account,
Prepayment Account, each Collection Account and Master Collection Account) with Common
Account Bank in accordance with the CAMA.
b. Each of EMP HS and Operating Companies undertake to the Junior and Senior Lender that it
shall make payments or provide instructions to make payments out of the Transaction Account
only in accordance with the terms of the CAMA.
c. The Transaction Account shall be operated by the Common Account Bank (on behalf of EMP HS
and the Operating Companies) in accordance with this CAMA.
Both credits above have been utilized on September 12, 2008 which used for:
a.
b.
c.
d.

Repayment the prior loan obtained from CS amounting to US$152.75 million.


Repayment the loan to PMA Capital Management Ltd. obtained previously.
Financing the development of existing assets, and
Funding the working capital for existing assets.

Collateral used for these credit facilities includes the Companys guarantee, pledges of EMP HS
shares and 50% of EMP Inc. shares.

32

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
19. LONG-TERM LOANS (Continued)
In this loan facility agreement, there are limitations on the Company, as follows:
1. Company and Subsidiaries could not make acquisition or investment, including without limitation:
a.
b.
c.
d.

acquire a company or shares or securities or a business;


incorporate a company;
enter into or acquire any interest in any joint venture, partnership or similar arrangement; or
acquire interest in any gas field other than Hydrocarbon Fields.

Clauses above do not apply to:


- any acquisitions or investments made in ordinary course of trade;
- the entry by a subsidiary into New Supply Contracts in accordance with the provisions of
Clause and material contracts which arrange in loan agreement;
- an acquisition or incorporation of a company:
(i) where such acquisition or incorporation is solely funded by:
a. the proceeds of an equity raising in the form of an issue of Companys shares
b. excess cash released to EMP HS, in accordance with Cash and Management
Agreement; and
(ii) for the purposes of conducting Hydrocarbon exploration and/or extraction business.
2. Dividends paid limitation:
(1) Company shall not pay dividends or make any distributions if a default has occurred and is
outstanding;
(2) Subject to point (1) above, the Company shall ensure that any dividends or distributions paid
to its shareholders in any financial year shall:
(i) limited to 5% (five per cent) of its total net income for the immediately preceding financial
year;
(ii) Not exceed (the aggregate for that financial year).
Except with the prior written consent of the Majority Lenders.
3. Limitation of Subsidiary Operations
Company and Subsidiary shall ensure to provide floating storage and offloading vessels (FSO) for
Kangean PSC Block and make an equity raising through right issue in the Capital of Company in
the same amount or more than US$150 million before June 30, 2009. At least US$150 million
from net proceed of equity raising must use for following purposes:
-

Funding of capitals issue and/or working capital; and/or


Re-funding of whole or a part of loan facility.

4. Limitation of financial ratio


Company must ensure total debt to EBITDA consolidation ratio in the end of the calculation
period, not exceed than:
-

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
19. LONG-TERM LOANS (Continued)
Company had been default on operational limitation are could not provide floating storage and
offloading vessels (FSO) for Sepanjang field and Pagerungan Utara in Kangean PSC Block until
agreed time limit on November 15, 2008 and February 15, 2009, respectively. Company also could
not meet an equity raising through right issue in the Capital of Company in the same amount or more
than US$ 150 million before June 30, 2009, and default on ratio limitation for could not meet leverage
ratio limit and interest coverage ratio.
In the end 2009, the Company and Creditors of Senior loan and Junior loan has agreed regarding
terms of Senior Loan and Junior Loan restructuring. In restructuring terms, Company had received
conditional waiver from default condition of Company on Senior Loan and Junior Loan. In conditional
waiver, Company must make some corporate action to reduce loan and give permit for Senior Loan
and Junior Loan Creditors to receive additional control on cash flow, operational and expenditures of
Company.
On May 19, 2005, EMP Inc. signed a credit facility agreement with CS, with a maximum loan amount
of US$275 million, where US$78.5 million used to repay loans from the previous CS facility and the
remaining balance of US$196.5 million used to finance the development of Kangean PSC Block.
Loans subject to interest at 7% above LIBOR per annum and are secured by the shares of the EMP
Inc., EEKL stocks, shares KEIL, receivables and sales contracts for oil and natural gas of EMP Inc.
and Subsidiary. The loan will be due within 5 years with a grace period for 3 years.
On May 16, 2007, EMP Inc. repay loans amounting to US$275 million.
On October 27, 2005, Semco obtained a credit facility from CS amounting to US$52.75 million. The
loan bears interest at 5% above LIBOR for the first six (6) months, 7% above LIBOR for the following
three (3) months and 9% above LIBOR up to maturity. The loan period is three (3) years with two
installments. The first installment is due on the ninth month, while the second installment is due on the
thirty-sixth month, both amounting to US$26,375,000. The first installment was paid on August 16,
2006.
Collateral used for this credit facility includes THP and Operating Companies shares, receivable of
IMG and Semco and Work Contract of Operating Companies.
On August 16, 2006, Semco obtained an additional loan from CS amounting to US$126,375,000,
which may only be used for the following purposes:
(1) Paying fees and expenses due under the credit facility;
(2) Making payments of the outstanding loan and unpaid interest obtained from loan Tranche A;
(3) Deposit into the debt service account;
(4) Funding for capital expenditures of THP and Operating Companies.
The loan bears interest at 5% above LIBOR for the first twelve (12) months and 9% above LIBOR up
to the maturity date.
Collateral used for loan facility from CS are as follows:
-

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
19. LONG-TERM LOANS (Continued)
The loan of US$152.75 million has been fully paid at September 12, 2008.
Mitsubishi Corporation (MC) and Japan Petroleum Exploration Co., Ltd. (Japex)
In accordance with the term sheet agreed under the Share Subscription Agreement (SSA) dated
March 6, 2007, MC and Japex agreed to provide loan facilities to the Company, EMP Inc., EEKL and
KEIL for capital expenditures. The following loan facilities were entered into under the SSA:
a. Loan facilities for the Company
MC and Japex agreed to provide a loan facility to the Company for 50% of KEIL and EEKLs
expended capital expenditures for the period from July 1, 2006 to May 16, 2007, capped at a
combined total of US$21.55 million as stipulated in the Facility Agreements dated May 16, 2007.
This loan will be due on June 30, 2017, bears interest at LIBOR plus 3.75% for time deposits for
six (6) months, has a five (5) year repayment grace period and will be repaid by semi-annual
installments thereafter.
As of June 30, 2009, December 31, 2008 and 2007, the Company has utilized the loan facility
amounting to US$19.43 million, US$19.43 million and US$17.99 million, respectively.
b. Loan facilities for EEKL and KEIL
MC and Japex agreed to provide a loan facility to EEKL and KEIL in respect of the Subsidiarys
funding obligations for capital expenditures, capped at a combined total of US$215 million
included loan facility above for the Company as stipulated in the Carry Agreement dated
May 16, 2007. These loans will become due on June 30, 2017, bear interest at LIBOR plus 3.75%
for time deposits for six (6) months, have a five (5) year repayment grace period and be repaid by
semi-annual installments thereafter.
As of June 30, 2009, and December 31, 2008 and 2007, EEKL and KEIL have utilized the loan
facility amounting to US$249.05 million, US$ 223.42 million and US$40.10 million, respectively
(the Companys portion of US$124.53 million, US$111.71 million and US$20.05 million,
respectively).
Subsequently, on July 17, 2009, all loan facilities from MC were transferred to Kangean Finance
Company (Note 41).
PT Bank Permata Tbk
On February 8, 2005, IMG obtained a credit facility from PT Bank Permata Tbk. for the purchase of
Company vehicles. The loan bears interest of 8.8% per annum over its five (5) year period and was
guaranteed by the vehicles.
Merrill Lynch (ML), Singapore
On July 27, 2005, MBF obtained a credit facility from Merrill Lynch, Singapore branch, (as placing
agent) amounting to US$120 million in the form of the Equity Collateralized Leveraged Securities
(ECOLES) consists of Series A Notes and Series B Notes amounting to US$25 million and
US$95 million, respectively which used for:
-

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
19. LONG-TERM LOANS (Continued)
Series A Notes of US$25 million and Series B Notes US$95 million bear interest at 8.5% above
LIBOR and at 8% above LIBOR, respectively.
Collateral used for this credit facility is as follows:
-

Corporate guarantees from ITA, LBI and KPSA.


Stocks, directly or indirectly owned by the Company.
Collection Accounts, Debt Service Account, and Reserve Account.
Receivables of ITA, LBI and KPSA.
Inter-company loan between MBF with ITA, LBI and KPSA.
Proceeds of claim of insurance in reference to operational obstacles in Malacca Straits PSC Block
and Brantas PSC Block.

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
20. SUBSIDIARYS DIVIDEND TAX LIABILITY
This account represents the EEKL and KEIL dividend tax and penalty liability at the time of acquisition
of both Subsidiaries. Based on the Sales and Purchase Agreement, EMP Inc. has a right for
reimbursement from BP Exploration Operating Company Ltd. (BEP) and BP America Production
Company (BPA) for the payment of the tax payable if this is paid by EMP Inc. In 2007, EMP Inc. has
received the reimbursement amounting to US$39,351,080 based on BEPs and BPAs calculation and
adjusted the balance of dividend tax liability in accordance with such calculation, while in 2008,
EEKL and KEIL resolved these tax liabilities.
21. MINORITY INTEREST
This account consists of:
a. Minority Interest in Net Assets of Subsidiaries:
December 31,
June 30, 2009

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

b. Minority Interest in Net Loss (Income) of Subsidiaries:


December 31,
June 30, 2009

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

22. CAPITAL STOCK


Composition of the Companys stockholders as of June 30, 2009, December 31, 2008, 2007 and 2006
based on registration by PT Ficomindo Buana Registrar was as follows:
June 30, 2009
Name of Stockholders

Number of
Shares

PT Bakrie & Brothers Tbk


Rennier Abdul Rachman Latief
PT Brantas Indonesia
PT Kondur Indonesia
Julianto Benhayudi
Public (below 5% each)

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
22. CAPITAL STOCK
December 31, 2008
Name of Stockholders

Number of
Shares

PT Bakrie & Brothers Tbk


PT Brantas Indonesia
PT Kondur Indonesia
Rennier Abdul Rachman Latief
Julianto Benhayudi
Public (below 5% each)

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

December 31, 2007


Name of Stockholde rs

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

December 31, 2006


Name of Stockholders

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
23. ADDITIONAL PAID-IN CAPITAL
As of June 30, 2009, December 31, 2008, 2007 and 2006, this account consists of:
Difference from
the Excess of
Price Over
the Share
Par Value

Share Issuance
Cost

Net

Issuance of 7,756,801,695 shares of


the Company through:
Public offering - 2,847,433,500 shares
Right Issues I - 4,909,368,195 shares

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

24. DIFFERENCE IN VALUE FROM RESTRUCTURING TRANSACTIONS OF ENTITIES UNDER


COMMON CONTROL
As of June 30, 2009, December 31, 2008, 2007 and 2006, this account consists of:
June 30, 2009, December 31, 2008 and 2007

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 )

December 31, 2006

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 )

25. DIFFERENCE DUE TO CHANGE OF EQUITY IN SUBSIDIARY


In 2007, EMP Inc., issued 26,000,010 new shares to Mitsubishi Corporation and Japan Petroleum
Exploration Co., Ltd. resulting in a decrease in the Companys interest in EMP Inc. from 100% to 50%.
The difference between the Companys interest in EMP Inc. after the new share issuance and the
carrying value of the investment before the new share issuance was recorded under the Difference
Due to Change of Equity in Subsidiary account and is presented as part of the equity. Due to that
dilution, since January 1, 2007, the Company has proportionately consolidated EMP Inc.

39

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
26. NET SALES
This account consists of:
December 31,

June 30, 2009


(Six Months)

2008
(One Year)

2007
(One Year)

2006
(As restated Note 4)
(One Year)

Itochu Petroleum Co., Pte., Ltd.


PT Pertamina (Persero)
PT Perusahaan Listrik Negara (Persero)
PT Petrokimia Gresik (Persero)
PT Riau Andalan Pulp & Paper
Petro Diamond Co., Ltd,
PT Perusahaan Gas Negara (Persero) Tbk
Mitsubishi Corporation

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

Details of sale above 10% to third parties are as follows:


December 31,

June 30, 2009


(Six Months)

2008
(One Year)

2007
(One Year)

2006
(As restated Note 4)
(One Year)

Itochu Petroleum Co., Pte., Ltd.


PT Pertamina (Persero)
PT Perusahaan Listrik Negara (Persero)
PT Petrokimia Gresik (Persero)
Petro Diamond Co., Ltd,
Mitsubishi Corporation

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.

27. COST OF GOODS SOLD


This account consists of:
December 31,

June 30, 2009


(Six Months)

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
28. OPERATING EXPENSES
This account consists of:
December 31,

June 30, 2009


(Six Months)

2008
(One Year)

2007
(One Year)

2006
(As restated Note 4)
(One Year)

Salaries, allowances and employee benefits


Professional fees
Rent
Representation and donation
Office expenses
Business travelling
Depreciation
Insurance
Others (below Rp500 million each)

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

29. OTHER INCOME (EXPENSES)


a. Financing Expenses
This account consists of:
December 31,

June 30, 2009


(Six Months)

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

b. Income From Insurance Claim


On January 27, 2006, KEIL and EEKL, Subsidiaries, received the insurance claim from PT Tugu
Pratama Indonesia amounting to Rp56,438,666 (US$6,158,737) in relation to the damaged of
pipeline in Pagerungan field, North Bali Sea in 2002.

41

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
30. TAXATION
a. Tax Payable
This account consists of:
December 31,

June 30, 2009

2008

2007

2006
(As restated Note 4)

Corporate income and dividend tax


Income taxes
Article 4 (2)
Article 21
Article 23
Article 26
Value Added Tax
Tax correction and penalty

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,

June 30, 2009


(Six Months)
Current tax
Company
Subsidiaries
Sub-Total
Deferred tax
Company
Subsidiaries
Sub-Total
Total

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
30. TAXATION (Continued)
c. Current Tax
A reconciliation between income (loss) before tax benefit (expense) as shown in the consolidated
statements of income and estimated fiscal loss for the six-month period ended June 30, 2009 and
for the years ended December 31, 2008, 2007 and 2006, calculated with the effective tax rate,
were as follows:
December 31,

June 30, 2009


(Six Months)
Income (Loss) before tax benefit
(expense) per consolidated
statements of income
Deduct : income (loss) before tax
of Subsidiaries
Loss before tax benefit
(expense) - Company
Temporary difference :
Employee benefits
Permanent differences :
Representation and donations
Interest income already subjected to
final tax
Others
Total

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

Estimated fiscal loss of the Company


Estimated cumulative fiscal loss
beginning of period/year
Prior fiscal loss adjustment
Devidend received

(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 )
-

Cumulative fiscal loss


ending period/year

(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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
30. TAXATION (Continued)
d. Deferred Tax
The details of the Company and its Subsidiaries deferred tax assets and liabilities were as
follows:
2009

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

Deferred Tax Liabilities


Employee benefits
Oil and gas properties
Non-capital inventory

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

Deferred Tax Benefits

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

Deferred Tax Liabilities


Employee benefits
Oil and gas properties
Non-capital inventory

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

Deferred Tax Expense

(13,243,321 )

44

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
30. TAXATION (Continued)
2007

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 )

Deferred Tax Benefits credited to Statement of Income

211,914,018

Deferred Tax Expenses charged to Equity

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

Deferred Tax Liabilities


Employee benefits
Oil and gas properties
Non-capital inventories
Unrecovered cost

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

Deferred Tax Benefits

59,409,668

Management believes that the deferred tax assets are recoverable in future periods.

45

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
31. BASIC EARNINGS (LOSS) PER SHARE
The computation of basic earnings (loss) per share is based on the following data:
December 31,

June 30, 2009


(Six Months)
Net earnings (loss) used for calculation
(in full amount)
Weighted average number of shares for the
calculation of basic earnings (loss)
per share (in full amount)
Basic earnings (loss) per share
(in full amount)

(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.

32. PENSION PLANS AND EMPLOYEE BENEFITS


Pension Plans
The Subsidiaries (KEIL, KPSA, ITA, Bentu and Korinci Baru) provide defined contribution pension
plans covering all their permanent employees.
Pension plans for KPSA and ITA are managed by PT Tugu Mandiri, while Bentu and Korinci Baru are
managed by PT Asuransi Allianz Life Indonesia, the contribution amounting to 9% of employees
salary, of which 6% is paid by the Subsidiaries and 3% by the employee. The pension plans of KEIL
are managed by Manulife. The contribution pension amounting to 8% of employees salary, of which
6% is paid by the Subsidiaries and 2% by the employee.
Employee Benefits
The Company and its Subsidiaries provide post-employment benefits for all their permanent
employees based on Employment Working Agreement/Company Policy. No funding has been made
by the Company and its Subsidiaries, except by KPSA and ITA which funds are administrated and
managed by the Board of Trustees Contribution Fund of the Strait Malacca Employees Foundation
and Trust Fund Agreement with several banks (Note 12).

46

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
32. PENSION PLANS AND EMPLOYEE BENEFITS (Continued)
The employee benefits obligations for the Company, KPSA, ITA and KEIL for the six-month period
ended June 30, 2009 and for the years ended December 31, 2008, 2007 and 2006 were computed
based on the actuarial reports prepared by PT Bumi Persada Aktuaria, an independent actuarial firm,
in its reports dated August 14, 2009, November 11, 2008, October 29, 2007, and February 15, 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

:
:
:
:
:
:

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

:
:
:
:
:
:
:

10% per annum


5% per annum
Commissioner Standard Ordinary (CSO) - 1980
0.1% of Commissioner Standard Ordinary (CSO) - 1980
Projected Unit Credit
Age 18-45 = 1% per annum and age > 46 = 0%
56 years (all employees are assumed to retire at 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

Normal retirement age

: 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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
32. PENSION PLANS AND EMPLOYEE BENEFITS (Continued)
Employee benefits expense was as follows:
December 31,

June 30, 2009


(Six Months)
Current service cost
Interest costs
Net actuarial losses recognized
Past service cost
Expected return on plan assets
Total

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

Employee benefits obligations was as follows:


December 31,

June 30, 2009


(Six Months)

2008
(One Year)

2007
(One Year)

2006
(As restated Note 4)
(One Year)

Present value of employee benefit obligation


Unrecognized actuarial loss
Unrecognized past service liability

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

Employee benefits obligations

135,456,427

119,849,071

89,340,193

84,054,450

Movements of employee benefits obligation were as follows:


December 31,

June 30, 2009


(Six Months)

2008
(One Year)

2007
(One Year)

2006
(As restated Note 4)
(One Year)

Beginning of the period/year


Contribution
Asset correction
Benefit paid
Amount charged to consolidated
statement of income

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

End of the period/year

135,456,427

119,849,071

89,340,193

84,054,450

48

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
33. SEGMENT INFORMATION
Primary Segment
For management purposes, the Company and Subsidiaries are currently organized into two (2)
business divisions consisting of financing and mining. These divisions are the basis on which the
Company and its Subsidiaries report their primary segment information.
Business segment information of the Company and its Subsidiaries are as follows:
June 30, 2009 (Six Months)
Financing

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 )

Income from operations


Financing charges
Other charges - net

20,004,585
(326,925,708 )
(1,238,616 )

Loss before tax benefit


Tax benefit - net

(308,159,739 )
62,944,476

Loss before minority interest


Minority interest

(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 )

Consolidated total assets


Liabilities
Segment liabilities
Unallocatable liabilities

11,826,568,487
(862,811,411 )

(13,653,194,619 )

6,623,383,290

Consolidated total liabilities


Capital expenditure
Depreciation, depletion and
amortization

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

December 31, 2008 (One Year)


Financing

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 )

Income from operations


Financing charges
Other income - net

582,555,459
(760,321,426 )
196,353,805

Income before tax expense


Tax expense - net

18,587,838
(55,463,796 )

Loss before minority interest


Minority interest

(36,875,958 )
1,932,674

Net loss

(34,943,284 )

49

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
33. SEGMENT INFORMATION (Continued)
December 31, 2008 (One Year)
Financing
OTHER INFORMATION
Assets
Segment assets
Unallocatable assets

Mining

16,350,884,262

8,116,365,438

Elimination

Consolidated

(12,512,594,251 )

Consolidated total assets


Liabilities
Segment liabilities
Unallocatable liabilities

12,626,622,529

(8,449,468,372 )

(7,104,107,440 )

7,293,187,484

Consolidated total liabilities


Capital expenditure
Depreciation, depletion and
amortization

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

December 31, 2007 (One Year)


Financing

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 )

Income from operations


Financing charges
Other income - net

163,603,479
(318,486,261 )
103,090,289

Loss before tax benefit


Tax benefit

(51,792,493 )
167,430,255

Loss before minority interest


Minority interest

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 )

Consolidated total assets


Liabilities
Segment liabilities
Unallocatable liabilities

9,374,780,839

(2,491,089,510 )

(5,032,330,411 )

1,921,441,394

Consolidated total liabilities


Capital expenditure
Depreciation, depletion and
amortization

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
33. SEGMENT INFORMATION (Continued)
December 31, 2006 (As restated - Note 4)
(One Year)
Financing

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 )

Income from operations


Financing charges
Other charges - net

306,415,228
(252,287,653 )
(337,883,083 )

Loss before tax benefit


Tax benefit

(283,755,508 )
20,359,124

Loss before minority interest


Minority interest

(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 )

Consolidated total assets


Liabilities
Segment liabilities
Unallocatable liabilities

8,825,395,734

(505,622,577 )

(8,195,336,364 )

2,120,437,468

Consolidated total liabilities


Capital expenditure
Depreciation, depletion and
amortization

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,

June 30, 2009


(Six Months)

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
34. COMMITMENTS
a. Production Sharing Contract (PSC) and Technical Assistance Contract (TAC)
The Subsidiaries entered into agreements for the exploration and production of crude oil and gas
contract area based on PSC with BPMIGAS or TAC with PT Pertamina (Persero). A summary of
the significant provisions of the PSC and TAC are as follows:
1. Sales
The oil and gas production shall be shared based on an agreed formula between the
Subsidiaries and BPMIGAS (for PSC) or Pertamina (for TAC).
After deducting first tranche petroleum and recoverable operating cost, the Subsidiaries are
required to pay their own Indonesian income tax for the revenues from the remaining crude oil
and gas at the PSC effective rates, consisting of income tax and dividend tax.
2. Entitlement to Production
The production of crude oil and natural gas net of cost recovery and investment credit,
allocated between BPMIGAS (for PSC) or Pertamina (for TAC) with Subsidiaries in
accordance with the PSC or TAC agreement of each Subsidiaries, before consideration of tax
and adjustment in domestic market obligation, if any. BPMIGAS or Pertaminas share of
production from its properties in the PSC or TAC contract area represents the entitlement of
BPMIGAS or Pertamina to a portion of the crude oil and natural gas production. Costs related
to the oil and natural gas production of Subsidiaries are recoverable from BPMIGAS or
Pertamina.
3. Domestic Market Obligation
The Subsidiaries are required to supply the domestic market in Indonesia with a portion of the
share of the crude oil to which the Subsidiaries are entitled. This portion is not to exceed 25%
of the total quantity of crude oil produced from the contract area. For the initial period of sixty
months starting from the month of the first delivery of crude oil produced and saved from each
field in the contract area, shall be equal to the net realized Indonesian Crude Oil Price.
Subsequent to the initial period of sixty months, crude oil production supplied to the domestic
market in Indonesia is priced at 15% of the Indonesian crude oil price.
Nonetheless, if for any year, the recoverable operating costs exceed the difference of the total
sales proceeds from crude oil produced minus the investment credit, the Subsidiaries shall be
relieved from this supply obligation for such year.
4. Cost Recovery
The Subsidiaries shall recover all operating costs whether capital or non-capital cost out of
the sales proceeds or other disposition of the required quantity of crude oil equal in value to
such operating costs with a maximum of 65% per annum of crude oil produced and saved
hereunder and not used in petroleum operations.
5. Investment Credit
The Subsidiaries are entitled to recover an investment credit of the capital investment cost
directly required for developing crude oil production facilities of new producing field from
Tertiary or pre-Tertiary reservoir rock out of deduction from gross production before
recovering operating costs and tax deductions, commencing in the earliest production year.

52

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
34. COMMITMENTS (Continued)
6. Compensation, Assistance and Production Bonuses
The Subsidiaries shall pay bonus and assistance to BPMIGAS (for PSC) or Pertamina
(for TAC) for equipment and services, ranging between US$50,000 - US$25 million within
30 - 60 days after the production of petroleum has reached between 3 million - 325 million
barrels. Such bonus payments shall be borne solely by the Subsidiaries and shall not be
included in the recoverable operating costs.
7. Exclusion of Areas
The Subsidiaries have the obligation to relinquish certain areas to BPMIGAS (for PSC) within
a certain period based on the agreement between the Subsidiaries and BPMIGAS. This
obligation shall not apply to any part of the surface area of any field in which petroleum has
been discovered.
8. Claim Insurance
Operating cost shall include premium paid for insurance normally required to be carried for
petroleum operation, together with all expenditures incurred or paid in settlement of any and
all losses, claims, damages, judgment and other expenses.
9. Abandonment and Site Restoration
The Subsidiaries are required to perform an environmental baseline assessment on the
contract area at the commencement of their activities. Upon the expiration or termination or
relinquishment of part of the contract area, or abandonment of any fields, the Subsidiaries are
required to remove all equipment and installations that have been installed in the contract
area, and perform all necessary site restoration activities. As of June 30, 2009, December 31,
2008, 2007 and 2006 the estimated abandonment site restoration obligations amounted to
US$12.65 million (Rp129.35 billion), US$12.58 million (Rp137.75 billion), US$14.67 million
(Rp138.18 billion) and US$11.49 million (Rp103.68 billion), respectively and the
provision funding amounted to US$12.74 million (Rp130.27 billion), US$12.58 million
(Rp137.75 billion), US$11.69 million (Rp110.09 billion) and US$9.49million (Rp85.64 billion),
respectively.
10. Participation
BPMIGAS shall have the right to demand from the Subsidiaries a 10% working interest of the
total rights and obligations in the contract. In consideration of the acquisition of the 10%
working interest, BPMIGAS shall reimburse the Subsidiary an amount equal to a certain
percentage of the cumulative operating costs that the Subsidiary has incurred over a
determined period and of the amount of the bonus and assistance for procurement of
equipment or services paid to BPMIGAS as referred to in the PSC.
11. Interest Recovery
Interest on loans for capital investments in petroleum operations that do not exceed the
prevailing commercial rates for capital investments in petroleum operations may be recovered
as a component of operating costs with the approval of Pertamina.

53

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
34. COMMITMENTS (Continued)
b. Agreement with PT Energi Timur Jauh (ETJ)
KPSA, IMG, Semco, Costa, Bentu and Korinci Baru, the Subsidiaries, appointed ETJ as
operational and administrative coordinator, provider of general and administrative assistance and
as cash manager for the respective periods since the following date:
-

from January 1, 1998 until December 31, 1998 for KPSA;


from January 1, 2004 until December 31, 2004 for IMG;
from January 1, 2003 until December 31, 2007 untuk Semco;
from May 22, 2002 until May 21, 2003 for Costa; and
from February 7, 2005 until February 6, 2006 for Bentu and Korinci Baru.

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
34. COMMITMENTS (Continued)
(2) Bentu
a. On May 17, 2005, Bentu entered into an agreement with PT Perusahaan Listrik Negara
(Persero) (PLN) whereby Bentu will supply gas to PLN. The gas supplied will originate
from the Bentu PSC and Korinci Baru PSC fields. This agreement shall be effective when
the following conditions precedent have been fulfilled:
-

Bentu has signed the Seller Appointment Agreement with BPMIGAS,


Bentu has signed the Trustee and Paying Agent agreement with BPMIGAS for
transactions in regard to this agreement, and
PLN has obtained the approval from its shareholders to carry out this agreement.

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
34. COMMITMENTS (Continued)
d. Joint Operating Agreement (JOA)
On November 29, 1985 Japan Petroleum Exploration Ltd. (Japex) and Pertamina signed the
Production Sharing Contract (PSC) Agreement to conduct exploration and production activities in
Gebang Block, where in each parties holds a 50% working interest. Pursuant to the agreement,
Japex shall finance the exploration and production activities both for its portion and on behalf of
Pertamina. Thus Pertamina agreed to reimburse Japex for its share of operating costs, such
recovery being obtained from oil and gas sales of Pertaminas share of the Gebang block.
On December 20, 1985, Japex transferred all of its rights and obligations of Gebang Block to
Japex North Sumatera Ltd. (JNS).
In 2002, Costa and JNS signed the Sales and Purchase Agreement (SPA) regarding transfer of
JNS working interest in Gebang Block to Costa. Pursuant to the transfer, Pertamina share of cost
recovery was transferred to Costa.

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.

36. OPERATING HAZARDS AND UNSECURED RISKS


The Company and its Subsidiaries 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, blowout, cratering, pipeline ruptures and spills, and
which can result in the loss of hydrocarbons, environmental pollution, personal injury claims and other
damage to properties of the Company and its Subsidiaries. Additionally, certain natural gas and oil
operations of the Company and its Subsidiaries 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 and its Subsidiaries maintain
coverage for their drilling rigs, equipment and machinery for their replacement value and insure
against third party liability and workers compensations. However, they do not insure these assets
against business interruption or loss of revenues following damage to or loss of a drilling rig, except in
respect of an offshore rig where a term of the refinancing for such rig is that insurance coverage be in
place for the benefit of the lender.

56

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
37. ABANDONMENT AND SITE RESTORATION OBLIGATIONS
The current estimates for the abandonment and site restoration obligations were determined by
management, not by independent consultant. Management believes that the obligations as of balance
sheet dates are sufficient to meet the environment obligations resulting from abandonment and site
restoration.
The movements of abandonment and site restoration obligations based on working interest were as
follows:
2009
Area of Interest

January 1,

Malacca Straits PSC


Kangean PSC

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,

Malacca Strait PSC


Kangean PSC

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,

Malacca Strait PSC


Kangean PSC

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
38. ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
At June 30, 2009, December 31, 2008, 2007 and 2006 the Company and its Subsidiaries had
monetary assets and liabilities in foreign currencies as follows:
June 30, 2009
Foreign Currency
(full amount)
Assets
Cash and cash equivalents
Short-term investment
Trade receivables
Other receivables
Due from related parties
Restricted long-term cash
Abandonment and site restoration fund

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

December 31, 2008


Foreign Currency
(full amount)
Assets
Cash and cash equivalents
Short-term investment
Trade receivables
Other receivables
Due from related parties
Restricted long-term cash
Abandonment and site restoration fund

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
38. ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES (Continued)
December 31, 2007
(As restated - Note 4)
Foreign Currency
(full amount)
Assets
Cash and cash equivalents
Short-term investments
Trade receivables
Other receivables
Due from related parties
Restricted long-term cash
Abandonment and site restoration fund

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

December 31, 2006


(As restated - Note 4)
Foreign Currency
(full amount)
Assets
Cash and cash equivalents
Trade receivables
Other receivables
Due from related parties
Restricted long-term cash
Abandonment and site restoration fund
Reimbursement of Subsidiarys dividend tax

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
39. OTHER SIGNIFICANT INFORMATION
Other significant information in relation to the operational activities of the Company and its
Subsidiaries is as follows:
New Shares Subscription in EMP Inc.
On March 6, 2007, the Company signed binding agreements with Mitsubishi Corporation (MC) and
Japan Petroleum Exploration Co., Ltd. (Japex) whereby MC and Japex will assume new subscription
shares in EMP Inc. Based on these agreements, MC and Japex will assume, in aggregate, an indirect
50% working interest in the Kangean PSC block, as well as agreeing to carry a substantial portion of
the remaining development capital expenditure for Kangean PSC block. The total subscription
proceeds from this transaction amounts to US$360 million.
The total proceeds from share subscription of US$360 million will be used for the following items:
(i) Repay credit facility under the Credit Facility Agreement dated May 19, 2005 between EMP Inc.,
the Company, Credit Suisse - Singapore Branch and several financial institutions, which
represent part of Credit Suisse syndication. The payment consists of total principal plus accrued
interest, settlement value and agent fee totalling approximately US$292 million.
(ii) Repay all EMP Inc., KEIL and EEKLs receivables from and payables to companies in the
Companys group; and
(iii) The remaining balance will be paid by EMP Inc. to the Company in the form of dividend payment
based on the declaration of dividend payment at before Closing Date.
Based on the Agreement above, the Company and EMP Inc. shall use their best endeavors to
reschedule payment of the outstanding trade account payables. In such circumstances, 50% of the
amount in the Debt Service Reserve Account (DSRA) at before Closing Date shall be retained by
EMP Inc. for part payment of these amounts, and the other 50% shall be dividend (additional) to the
Company.
If, the rescheduled payment cannot be made, the Company shall ensure those payables are cleared
on or prior to Closing Date. The total amount in the DSRA shall be available as dividend to the
Company. Based on the amendment letter dated May 10, 2007, it has been agreed that the amount to
be retained by EMP Inc. as part payment of trade account payables should be US$5 million.
The completion of the transaction shall depend upon the following conditions precedent having been
fulfilled:
-

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
40. NEW ACCOUNTING STANDARD PRONOUNCEMENT
The Indonesian Institute of Accountants has released revisions to several accounting standards that
may have certain impacts on the Company and Subsidiaries consolidated interim financial statements
as follows:
-

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.

41. SUBSEQUENT EVENT


a. Second Limited Public Offering (PUT) II
In December 2009, the Company is offering right issue II to the Companys shareholders in
connection with the Exercise Right (HMETD) of 26.183.297.040 shares with a nominal value of
Rp100 per share which being offered Rp185 per share amounted to Rp4.843.909.952.400 which
drives from new shares and will be listed in the Indonesia Stock Exchange.
The Company has allotted Rights to the Companys eligible shareholders whose names are
registered at the Shareholders Registry of the Company as of 4:00 p.m. (Indonesia time) on
Januari 11, 2010 (Books Closure Date). Eligible shareholders will receive 20 Rights for every 11
common shares held as of the Books Closure Date at the offering price of Rp185. For every 16
Rights that are taken up as part of this limited public offering, 3 Series I Warrant shall arise,
which shall be given gratuitously as an incentive to the shareholders of PT Energi Mega Persada
Tbk and/or the holders of Rights who exercise these Rights at an Offer Price of Rp190 and the
expected proceed from warrant is Rp932.779.957.050.
b. Acquisition of 10% working interest at PSC Masela Block
Pursuant to and subject to the satisfaction of the conditions set forth in the Masela Farm Out
Agreement ( Masela FOA) dated November 4, 2009, the Company will indirectly, through PT EMP
Energi Indonesia (EMP EI), acquire the 10% working interest of PSC Masela.
The estimated aggregate cash purchase consideration is at the fixed sum of US$77.25 million
plus adjustment, which is calculated before closing date according to Masela FOA.
The Masela FOA sets out the conditions precedent that must be satisfied in order for the
Acquisition to be completed. These conditions precedent include, inter alia:

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
41. SUBSEQUENT EVENT (Continued)
The assignment of the Acquired Assets pursuant to the Masela FOA will be completed (the
Acquisition Closing) once all conditions precedent to the completion of the Acquisition have
been satisfied. Upon the Acquisition Closing, the parties will date the document assigning the
Acquired Assets to EMP EI and complete the Masela JOA by dating it
c. Restructuring Agreement
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 controls over the Companys cash flows,
operations and expenditures.
The Company has also agreed to apply a portion of the proceeds of the Rights Offering to prepay
the principal amounts owing to lenders under the Senior Loan and the Junior Loan who elect to
receive such prepayment amounted to US$250,000,000. The remaining principal debt will be paid
in accordance with the agreed repayment schedule in accordance with loan agreement with CS
for 60 months after the date of loan use (utilization date). EMP HS could settle the whole or part
of the loan at any time on or after 24 months from the date of use.
d. Novation Agreement
Based on the novation and amendment agreement dated July 17, 2009 among the Company,
KEIL, EEKL, MC and Kangean Finance Company (KFC), agreed that all loan facilities of the
Company, KEIL and EEKL to MC are transferred to KFC. All terms and conditions in the previous
loan facilities were not change.

42. CONSOLIDATED FINANCIAL STATEMENTS REISSUE


The Company has issued the consolidated interim financial statements for the six-months ended
June 30, 2009 and for the years ended December 31, 2008, 2007 and 2006. The consolidated interim
financial statements for the six-months ended June 30, 2009 has been audited by Public Accountant
Firm Handoko Tomo (now Public Accountant Firm Tjiendradjaja & Handoko Tomo) by the
independent auditors' report No. P024A September 11, 2009. Consolidated financial for the years
ended December 31, 2008, 2007 and 2006 before restated has been audited by Public Accountant
Office Jimmy Budhi & Partners. In connection with the Company plans to conduct a Limited Public
Offering and to meet the requirements of the Capital Market Supervisory Agency and Financial
Institution (BAPEPAM & LK), the consolidated interim financial statements were reissued with
changes and additional disclosures on the notes to the interim consolidated financial statements as
follows:
1. Note 15 on account "Other Non-current Assets". On the year 2008 and 2007, some balance was
reclassified from the account of other non-current assets to the account of other receivables.
2. Note 19 on account "Long Term Loans".
On the six-month period ended June 30, 2009, there is a reclassification some balance on the
long-term loan account to current, for the long-term loan to Credit Suisse (CS), Singapore, in
connection with the restructuring agreement (Note 41.c).
3. Note 40 on "Subsequent Event".
4. Note 42 on "Consolidated Financial Statements Reissue".

62

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2009
(With Comparative Figures December 31, 2008, 2007 and 2006)
(Figures in Rupiah expressed in thousands, unless otherwise stated)
43. COMPLETION OF THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
The management of the Company is responsible for the preparation of these consolidated financial
statements that were completed on December 10, 2009.

63

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


SUPPLEMENTARY INFORMATION (UNAUDITED)
JUNE 30, 2009, DECEMBER 31, 2008, 2007 AND 2006
RESERVE ESTIMATION
The following information on gross proven developed, undeveloped and probable reserve quantities are estimates only, and do not purport to reflect realizable
values or fair market values of Subsidiaries oil and gas reserves. The Subsidiaries emphasize that reserve estimates are inherently imprecise; accordingly, these
estimates are expected to change as future information becomes available. There are numerous uncertainties inherent in estimating oil and gas reserves
including many factors beyond the control of the Subsidiaries.
Management believes that the reserve quantities (in MBOE) shown below are reasonable estimates based on available engineering and geological data, as
follows:
Malacca

1)

Crude Oil

Kangean

2)

Crude Oil, Gas


and Condensate *)

Gelam

3)

Semberah

Crude Oil

4)

Gas and
Crude Oil

Gebang

5)

Korinci Baru

Crude Oil, Gas


and Condensate *)

6)

Gas

Bentu

7)

Gas

Proven developed undeveloped


and probable reserves
Balance as of January 1, 2006
Revision to previous estimation
Production during the year

34,529
(3,352 )

211,923
35,000
(3,488 )

5,116
(123 )

22,399
(166 )

Balance as of December 31, 2006

31,177

243,435

4,993

22,233

Balance as of January 1, 2007


Revision to previous estimation
Production during the year

31,177
4,352
(3,069 )

243,435
(2,922 )

4,993
(117 )

Balance as of December 31, 2007

32,460

240,513

Balance as of January 1, 2008


Revision to previous estimation
Production during the year

32,460
7,420
(3,281 )

Balance as of December 31, 2008

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

Balance as of January 1, 2009


Production during the period

36,599
(1,778 )

238,058
(1,234 )

3,331
(118 )

19,394
(456 )

6,471
(52 )

11,195
(573 )

48,273
-

Balance as of June 30, 2009

34,821

236,824

3,213

18,938

6,419

10,622

48,273

64

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


SUPPLEMENTARY INFORMATION (UNAUDITED)
JUNE 30, 2009, DECEMBER 31, 2008, 2007 AND 2006
RESERVE ESTIMATION (Continued)
Malacca

1)

Crude Oil

Kangean

2)

Crude Oil, Gas


and Condensate *)

Gelam

3)

Semberah

4)

Gas and
Crude Oil

Crude Oil

Gebang

5)

Korinci Baru

Crude Oil, Gas


and Condensate *)

6)

Gas

Bentu

7)

Gas

Proven developed and undeveloped


Reserves
Balance as of January 1, 2006
Revision to previous estimation
Production during the year

23,868
(3,352 )

161,862
(23,167 )
(3,488 )

987
(123 )

6,547
(166 )

187
38
(196 )

2,661
-

23,062
-

Balance as of December 31, 2006

20,516

135,207

864

6,381

29

2,661

23,602

Balance as of January 1, 2007


Revision to previous estimation
Production during the year

20,516
10,602
(3,069 )

135,207
(2,922 )

864
(117 )

6,381
(647 )

29
92
(121 )

2,661
(357 )

23,602
-

Balance as of December 31, 2007

28,049

132,285

747

5,734

2,304

23,602

Balance as of January 1, 2008


Revision to previous estimation
Production during the year

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
-

Balance as of December 31, 2008

29,499

123,207

931

7,932

3,170

1,261

23,602

Balance as of January 1, 2009


Production during the period

29,499
(1,778 )

123,207
(1,234 )

931
(118 )

7,932
(456 )

3,170
(52 )

1,261
(573 )

23,602
-

Balance as of June 30, 2009

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

PT ENERGI MEGA PERSADA Tbk AND SUBSIDIARIES


SUPPLEMENTARY INFORMATION (UNAUDITED)
JUNE 30, 2009, DECEMBER 31, 2008, 2007 AND 2006
RESERVE ESTIMATION (Continued)
1) Estimated oil and gas reserves in the Malacca Block as of January 31, 2008, were certified by Gaffney, Cline and Associates (GCA), independent petroleum
engineering consultants in their report dated May 26, 2008.
2) Estimated oil and gas reserves in Kangean Block were certified by:
- Gaffney, Cline and Associates (GCA), independent petroleum engineering consultants, as of January 31, 2008, in their report dated May 26, 2008 for the
Pagerungan Field, Pagerungan Utara Field, Rancak Field and Sepanjang Field; and
- Sproule International, independent petroleum engineering consultants, as of July 31, 2006, in their report dated November 3, 2006 for the Terang Field,
Sirasun Field and Batur Field.
3) Estimated oil and gas reserves in Gelam Block as of January 31, 2008 were certified by Gaffney, Cline and Associates (GCA), independent petroleum
engineering consultants in their report dated May 26, 2008.
4) Estimated oil and gas reserves in Semberah Block as of January 31, 2008 were certified by Gaffney, Cline and Associates (GCA), independent petroleum
engineering consultants in their report dated May 26, 2008.
5) Estimated oil and gas reserves in Gebang Block as of January 31, 2008 were certified by Gaffney, Cline and Associates (GCA), independent petroleum
engineering consultants in their report dated May 26, 2008.
6) Estimated oil and gas reserves in Korinci Block as of September 2005 were certified by Malkewicz Hueni and Associates (MHA), independent petroleum
engineering consultants in their report dated September 13, 2005.
7) Estimated oil and gas reserves in Bentu Block as of September 2005 were certified by Malkewicz Hueni and Associates (MHA), independent petroleum
engineering consultants in their report dated September 13, 2005.

66

XVI. CAPITAL MARKET THIRD PARTY PROFESSIONALS


Capital Market third party professionals which assist and has role in the in execution of the Second
Rights Offering are as follows:

Public Accountant

Public Accountant Tjiendradjaja and Handoko Tomo (before


knowns as Handoko Tomo (MAZARS))
Jl. Sisingamangaraja No. 26
Jakarta Selatan 12120
Tel. (021) 7202605
Facs. (021) 7202606

Main Duty

Partner : Handoko Tomo


Number of STTD: 68/BL/STTD-AP/2009
No. of Indonesian Instituted of Certified Public Accountants and Ministry
of Finance: 07.1.1009
No. of Appointment Letter by the Company : P103/VII/EMP/III/09/HT
The scope of work of the Public Accountants and Independent Auditor in
this Second Rights Offering is to perfom an audit by applying the auditing
standard established by the Indonesian Institute of Certified Public
Accountants. Those standards require that the Public Accountant plan
and perfom the audit to obtain reasonable assurance about whether the
financial statements are fee of material misstatement. Public Accountant
shall be responsible for the opinions provided with respect to the
financial statement based on the audit which they have conducted. Audit
performed by Public Accountant shall consist of examination and audit
on the basis of verification, evidences supporting the sums and
disclosure in such financial statement. Audit also covers the assessment
on accounting principle used and significant estimates made by the
management, as well as assessment on the whole presentation of such
financial statement.

Legal Consultant

Hadiputranto, Hadinoto & Partners


The Indonesia Stock Exchange Building Tower II, 21st Fl.
Sudirman Central Business District
Jl. Jend. Sudirman Kav. 52-53
Jakarta 12190, Indonesia
Tel. (021) 5155090
Facs. (021) 5154840

Main Duty

Partner: Rambun Tjajo


Number of STTD: 179/STTD-KH/PM/1998
Association Membership: Association of Capital Makets Legal
Consultant
No. of Appointment Letter by the Company : 277/EMPBtk-Lgl/IX-09
Scope of work for Legal Consultant/Legal Counsel in Second Rights
Offering is to to conduct legal due diligence on facts and material
regarding the Company provided to the Legal Consultant. The result of
the legal due diligence has been contained in Legal Due Diligence
Report which treated as integral part with the Legal Opinion provided
objectively and independently.

176

Notary Public

Robert Purba, S.H


Panin Life Center Lt. 2 Ruang 201,
Jl. Letjend. S. Parman Kav. 91, Slipi
Jakarta 11420
Tel. (021) 56956005, 56956006
Facs. (021) 56956007
Number of STTD: 472/PM/STTD-N/2002 dated 18 January 2002
Association Membership: Indonesian Notary Association
No. of Appointment Letter by the Company : 323/EMPTbk-Lgl/XI-09

Main Duty

Scope of duties of Notary Public as Capital Market third party


professionals in this Second Rights Offering is to draw up deeds as well
as to draw up Minutes of Meeting regarding such matters.

Independent Appraisal

KJPP Ruky, Safrudin & Rekan


Patal Senayan Raya Kav. 3
Jakarta 12210
Tel. (021) 5722 586
Facs. (021) 5722 585

Main Duty

Partner: Saiful M. Ruky


Number of STTD: 01/PM/STTD-P/B/2006
No. of Business License from Minister of Finance: 2.9.0058
Association Membership: MAPPI
No. of Appointment Letter by the Company : 304/EMPTbk-Lgl/X-09
Scope of assignment of the Independent Appraisal for the purpose is to
apply proper valuation methodology in order to produce the valuation
and provide opinion on the appropriateness of the acquitision plan of the
10% working interest in Blok Masela PSC owned by INPEX Masela Ltd;
to prepare alternative methodology (if possible) as comparison (if
required); to determine indicative value of the 10% working interest of
Blok Masel PSC owned by INPEX Masela Ltd by reviewing the financial
projection prepared by the Company and other relavant information
provided; and to prepare brief report which summarizes the analysis and
results of indicative valuation of the 10% working interests acquition of
Blok Masela PSC owned by INPEX Masela Ltd.

Shares Registrar

PT Ficomindo Buana Registrar


Mayapada Tower, Lt 10 Suite 2B
Jl. Jend Sudirman Kav. 28
Jakarta 12920
Tel. (021) 5212316
Facs. (021) 5212320
No. Business License from Minister of Finance: KEP-02/PM/BAE/2000
No. Appointment Letter by the Company : 324/EMPTbk-Lgl/XI-09

Main Duty

Scope of work of Shares Registrar or Biro Administrasi Efek (BAE) in


this Shares Registrar Offering is to perform stock administration
management and as settlement agent.

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

XVII. PARTIES ACTING AS STANDBY BUYER


In accordance with the terms as stipulated in under Deed of the Stand by Buyer Agreement No. 157
dated 24 November 2009, juncto the Deed of Amendment to the Stand By Buyer to Purchase the
Remaining PT EMP Tbk.s Rghts Issue II Shares Agreement No. 51 dated 10 December 2009, both
passed before Robert Purba, S.H., Notary in Jakarta between the Company with PT Danatama Makmur
and PT Madani Securities (Standby Buyer), it has been agreed that such remaining unsubscribed PreEmptive Rights Shares will be proportionally purchased by the Standby Buyers with the composition of
PT Danatama Makmur and PT Madani Securities as follows:
Standby Buyer Indonesia

Maximum Guaranteed Portion Amounting


(Total amount of Second
(%)
Rights Offering shares)

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

Email

Ibanking@danatama.com

PT MADANI SECURITIES
Address

Menara Prima, 25th Floor,


Jl Lingkar Mega Kuningan Blok 6.2, Jakarta 12950, Indonesia

Telephone
No.

+6221 57948170

Facsimile

+6221 57948171

Email

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

XVIII. TERMS AND CONDITIONS OF SHARE SUBSCRIPTION


AND PURCHASE
The Company has appointed PT Ficomindo Buana Registrar (Registrar) as the Shares Registrar and
agent for the purpose of this Second Rights Offering in accordance with Deed of Shares Administration
Manager Agreement No. 158 dated 24 November 2009 drawn up and passed before Robert Purba, S.H.,
Notary Public in Jakarta, between the Company and the Security Administration Bureau.

1. ENTITLED OR ELIGIBLE SUBSCRIBER


By taking into account of certain exceptions, the shareholders are eligible to purchase new shares in the
Second Rights Offering provided that, every owner of 11 (eleven) shares shall have the right to obtain
20 (twenty) Pre-Emptive Rights which enables the holder to purchase 20 (twenty) new shares. The
offering price of Rp 185,- (one hundred eighty five Rupiah) per share shall be fully paid at the
submission of the shares subscription application.
A subscriber who is entitled to purchase new shares are the shareholders who received the Pre-Emptive
Rights from the Company and have not transferred such Pre-Emptive Rights and whose names are
registered on the Certificate of Evidence of Pre-Emptive Rights or in the endorsement column in the
Certificate of Evidence of Pre-Emptive Rights or holder of the Pre-Emptive Rights registered in
Collective Custody at KSEI.
A subscriber may consist of any individual person(s) and/or Indonesian or Foreign Legal Entities as set
out in Law No. 8 Year 1995 dated 10 November 1995 regarding Capital Market.
2. DISTRIBUTION OF PREEMPTIVE RIGHTS, PROSPECTUS AND FORMS
a.

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.

Original signed and completed Certificate of Evidence of Pre-Emptive Rights.


Original Payment Deposit Slip in the form of transfer evidence/demand deposit/cheque/cash
deposit/account transfer from the Bank where the payment takes place.
Copy of valid ID Card/ Passport/ KITAS (Temporary Stay Permit) (for individual subscriber) or copy
of Articles of Association (for Legal Entities/Institution)
Valid original Power of Attorney (if authorizing any other person) on Rp 6,000 stamp duty attached
with a copy of ID Card/Passport/KITAS (Temporary Stay Permit) of the authorizing and authorized
persons. Foreign subscriber is also obliged to provide the name and complete address of the third
party that is given the Power of Attorney and the name and complete address of the foreign
subscriber which reside outside Indonesia.; and
In the event that the holders of the Pre-emptive Right wishes to obtain the shares electronically,
then the application to exercise their rights must be submitted to the Shares Registrar through the
Stock Exchange Members or appointed Custodian Bank by submitting additional documents such
as:
a.

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

4. SUBSCRIPTION AND PURCHASE OF ADDITIONAL SHARES


The Shareholders who do not sell their Pre-emptive Right Certificate or the shareholder whose name is
listed in the Certificate of Evidence of Pre-Emptive Rights or holder of Pre-emptive Right Certificate under
collective custodian of KSEI, may subscribe to additional shares exceeding the portion of the number of
shares owned by filling out an additional shares purchase order column which have been provided in the
Certificate of Evidence of Pre-Emptive Rights or on an Additional FPPS (Share Subscription and Purchase
Form) of quantities of at least 500 (five hundred) shares or a multiplication thereof.
1. Pre-emptive Right Certificate holders in the Certificate of Evidence of Pre-Emptive Rights who want
shares allotment to be distributed electronically, must apply to the Companys SHARES REGISTRAR
through Stock Exchange Member / Custodian Bank to submit the following documents:
a. Original of the Additional Share Subscription and Purchase Form (Additional FPPS) already
completed accurately and correctly.
b. 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 by the name of the authorizing person;
c. Copy of a valid ID Card/ Passport/ KITAS (Temporary Stay Permit) (for the individual subscriber)
or copy of Articles of Association (for Legal Entities/Institutions)
d. Original Payment Deposit Slip in form of transfer evidence/demand deposit/cheque/cash
deposit/account transfer to the Companys Account from the Bank where the payment take
place.
e. Original Form issued by KSEI that has been completed for the purposes of distributing shares by
the SHARES REGISTRAR;
f. The additional exercise of the electronic shares shall attach a cost of Rp. 1,650 (one thousand
six hundred fifty rupiah) per Pre-emptive Right Certificate or a minimum Rp 25,000 (twenty five
thousand rupiah) plus Value Added Tax of 10% per Pre-emptive Right Certificate.
2. The holders of Pre-Emptive Rights placed in collective custody of KSEI should fill out and submit an
Additional form by attaching the following documents:
a. Original exercise instructions that have been successfully (settled) conducted through C-BEST
registered to the holder of such Pre-emptive Right (specific to holders of Pre-emptive Right placed
in a collective custody KSEI who has exercised its right through the C-BEST system);
b. Original Securities Deposit Form issued by KSEI that has been completed for the purposes of
distributing shares from SHARES REGISTRAR execution;
c. Original proof of payment by transfer / account transfer / giro / check / cash to the Companys
account from the bank where the payment take place;
d. COPY AND PASTE FROM ABOVE [Additional exercise of the electronic shares shall be
charged by Rp. 1.650 (one thousand six hundred fifty rupiah) per Pre-emptive Right Certificate
or minimum Rp 25.000 (twenty five thousand rupiah) plus Value Added Tax of 10% per Preemptive Right Certificate.]
Payment for these additional purchases shall be made and should have been received on the
Company's bank account not later than 28 January 2010, in good funds. Subscriptions that failed to
meet the guidelines may result in rejection of purchase.
3. For holders of Pre-Emptive Rights who are not listed in the collective custody KSEI and wish to to have
shares alloted to them in the script form, shall submit an application to the Companys SHARES
REGISTRAR through Stock Exchange Members / Custodian Bank attaching the following documents:
a. Original Additional form that have been filled with completely and correctly.
b. 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 by the name of the authorizing person;
c. Copy of valid ID Card/ Passport/ KITAS (Temporary Stay Permit) (for individual subscriber) or
copy of Articles of Association (for Legal Entities/Institution)

181

d. Original Payment Deposit Slip in form of transfer evidence/demand deposit/cheque/cash


deposit/account transfer to the Companys Account from the Bank where the payment take
place.
5. ALLOTMENT FOR ADDITIONAL SHARE SUBSCRIPTION
Allotment for additional share subscription will be determined on 11 February 2010 in line with Bapepam
Regulation No. VIII.G.12, with the following provisions:
1. If the total number of shares ordered, including the additional shares purchase do not exceed the total
shares offered in Second Rights Offering, then all orders for additional shares will be fulfilled; or
2. If the total number of shares ordered, including additional shares purchase exceeds the total shares
offered in Second Rights Offering, then a proportional distribution to the customer who place an
additional shares subscription shall be applied, based on the amount of the Pre-emptive Right that had
been conducted by each shareholders who request an additional shares subscription.

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:

Bank Capital Indonesia, Tbk


Cabang Mega Kuningan
Rekening a/n PT Energi Mega Persada, Tbk
No.: 28000000179.7
All bank check and bank drafts will be disbursed at the time of such payment method is received. If at
the time of disbursement such checks and bank draft was rejected by the banks, the shares purchase
made is considered to be cancelled. If payments made by check or transfer account or giro, the payment
date is calculated based on the date in which the fund of said payment has been in good funds in the
Company's account above.
For order of additional shares purchase, payment should be remitted on the day of the order is made
and such payment should be received in good funds in the Companys account at the latest on 10
February 2010.
7. PAYMENT RECEIPT OF SHARE SUBSCRIPTION AND PURCHASE
When receiving a Share Subscription and Purchase Application Form, the Shares Registrar will give the
subscriber a receipt of shares purchased. Any holders of Pre-Emptive Rights under collective custody
KSEI will receive confirmation for the application to exercise Pre-emptive Right from C-Best at KSEI
through the holder of KSEI account.
8. CANCELLATION OF SHARE SUBSCRIPTION AND PURCHASE
The Company reserves the right to cancel the share subscription and purchase, either entirely or
partially, subject to the prevailing terms and conditions. Notice of additional share subscription
cancellation will be given at the same time as the purchase portion announcement.
The things that might result in the cancellation of a purchase of shares include:
1. Information on Certificate of Evidence of Pre-emptive Right or Additional is not in accordance with
the instructions / order requirements listed in the evidence to Pre-emptive Right certificates and
Prospectus;

182

2. Payment requirement is not fulfilled.


3. The required documents failed to be completed.
Notification of the cancellation of on the additional shares purchase is on 10 February 2010.

9. REIMBURSEMENT OF SUBSCRIPTION PAYMENT


In the event that a subscription for shares fails to be met either partially or in a whole, or a cancellation
of shares subscribed occurrs, the Company shall refund in whole or in part any subscription payment in
rupiah by way of transfer or cheque to the subscriber. The refund money can be collected at the latest
one working day after allotment date, i.e. 12 February 2010 and can be collected by the subscriber or
the attorney in the SHARES REGISTRAR office during working days and office hours (Monday-Friday,
10.00-15.00 WIB). The collection of cheques after 12 February 2010 can be made at the Companys
office.
The refund money can only be collected by the subscriber or its attorney by showing the original ID
Card/Passport/KITAS that still valid (for individuals) or copy of article of association (for institution) along
with the original power of attorney sign under Rp. 6000 stamp by also showing the original and
submitting the copy of ID Card/Passport/Kitas of the shareholders and its Attorney.
The amount of interest due to delay in paying the refund money is calculated based on the average of
the interest rate for one years in PT Bank Capital Tbk, applied at the time of the refund. Should a delay
in paying refund money is occurred, the amount refunded shall be added with the interest calculated
from the allotment date based on the average of 1 month interest rate in government bank, in this matter
is PT Bank Mandiri (Persero) Tbk. This interest application shall not be applied if the delay is caused by
the subscriber who failed to collect the money at the determined time.

10. DELIVERY OF SHARES FROM THE EXECUTION OF PRE-EMPTIVE RIGHTS


Shares from the execution of the Pre-emptive Right for the subscriber who exercise its rights through
KSEI will be credited to the account in 2 (two) Working Days after the request to exercise the Preemptive Right has been received by KSEI and payment has been received in good funds in the
Company's account.
Shares from the execution of the Pre-emptive Right will be issued in the form of SKS and can be taken
no later than 2 (two) working days after the request is received by the Companys SHARES
REGISTRAR and the fund has been received (in good fund) by the Company.
Allotment of the additional shares can be taken in the form of SKS or can be distributed electronically by
the collective custody KSEI no later than 2 (two) working days after the allocation process.
11. ALLOCATION OF THE REMAINING SHARES NOT SUBSCRIBED BY HOLDERS OF PREEMPTIVE RIGHTS
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 after allocation, the remaining of the offered shares is still available, then in accordance with the
provisions of the Standby Purchase Agreement, the Standby Buyer has agreed to purchase the
remaining available shares.

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

4. VALUE OF PRE-EMPTIVE RIGHT

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

Theoretical Price of New Shares Ex Pre-emptive Right =

(Rp a x A) + (Rp r x R)

(A + R)

= Rp X

Pre-emptive Price per Share = Rp X - Rp r

5. USE OF PRE-EMPTIVE RIGHT


Pre-Emptive Rights issued can be used by the entitled Shareholder to subscribe the Company's
issued shares, Pre-Emptive Rights are not exchangeable with money or anything to the Company
and Pre-Emptive Rights can only be sold by way of a trustee collectively in KSEI through a
Securities Company or a Custodian Bank.
6. OTHER
All costs incurred in the process of transferring Pre-Emptive Rights will be charged to the Preemptive Right Holder.

185

B. DESCRIPTION ABOUT WARRANT SERIES I

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.

Rights to Warrant Series I


The new shareholders resulted from the execution of the Pre-emptive Right whose name are listed
in the Rights Issue Allotment Registry of the Company on the Allotment Date which is on 11
February 2010 are declared as the valid owner of the Warrant Series I.

3.

Form of Warrant Series I


The Warrant Series I issued by the Company is a Registered Warrants Series and as an initial
proof of ownership is described under the Allotment Confirmation Form which shall be administered
electronically in KSEI.

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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.

Right to Share Purchases


Each holder of one (1) Warrant Series I, whose name is registered in the Warrant Series I Registry
shall have a right to purchase one (1) new share of the Company by exercising Warrant Series I
during working days within the Exercise Period by settling the Exercise Price in the amount of
Rp.190 (one hundred ninety Rupiah) or the new exercise price if there has been an adjustment.

5.

Period of Warrant Series I


The Period of Warrant Series I is three (3) calendar years calculated from the earliest Warrant
Series I recording date in the IDX, i.e. 15 January 2010 until one (1) working day prior to the third
anniversary, i.e. 14 January 2013 as of 16.00 Western Indonesian Time.

6.

Notification of Amendment of Warrant Series I


With due observance of the prevailing Regulations, the Company may amend the issuance of
Warrant Series I, except the exercising period, with the following conditions:
a) Approval from Warrant Series I, which represent more than fifty percent (50%) of the
holder of Warrant Series I.
b) The Company must announce every amendment of Issuance of Warrant Series I in two
(2) wide circulation Indonesian language daily newspapers and one of them shall be
circulated in Companys domicile no later than thirty (30) calendar days prior to the
execution of the amendment of Issuance Warrant Series I and if within no later than
twenty one (21) calendar days after the said announcement more than fifty percent
(50%) of the holder of Warrant Series I do not submit their written objection or do not
submit their written response to the Company, then the holder of Warrant Series I shall
be deemed to have approved the said proposed amendment.
c) Each amendment of the Issuance of Warrant Series I should be made in notarial deed
and the said amendment shall legally bind the Company and the holder of Warrant
Series I with due observance of the terms and condition in Issuance Warrant Series I,
Capital Market Regulations and Indonesian Central Securities Depository (Kustodian
Sentral Efek Indonesia / KSEI) Regulation.

7.

Warrant Series I Trading Period


The Warrant Series I Trading Period shall be every bourse trading day, starting from Warrant Series
I Trading Period recording date in IDX, i.e. 15 January 2010 until five (5) bourse trading day prior to
the said Warrant recording date third anniversary, i.e. 8 January 2013 as of 16.00 Western
Indonesian Time.

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.

Warrant Series I Exercising Procedures


a)

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.

Exercising document received by the Warrant Series I Administration Manager cannot be


cancelled or withdrawn.

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.

188

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.

10. Payment of Warrant Series I Exercising Price


The holder of Warrant Series I who wish to exercise the Warrant into the common shares can make
the exercising payment by check, remittance, transfer account or cash (in good funds) into the
Companys Account with the following detail:
Bank Capital Indonesia, Tbk
Mega Kuningan Branch
Rekening in the name of PT Energi Mega Persada, Tbk
No.: 28000000179.7

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

189

New Warrant Series I Amount =

x B
New Nominal Value each share

A
B

= The old Exercising Price of Warrant Series I


= Initial Amount of Subscribed Warrant Series I

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.

Distribution of Bonus Share or Dividend Share, Conversion or other Securities which


may convert into share, Merger or Amalgamation.
C
New Exercise Price

(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.

Issuance of the New Share by way of Limited Public Offering


(EF)
New Price of Warrant Series I

xZ
E
E

New Exercise Price

xY
(EF)

E
F

= Share market value prior to the announcement of Limited Public Offering


= Theoritical Rights Price for one (1) share which calculated with the following
formula
(EG)
(H+1)

G
H
Z
Y

= Purchase price per 1 (one) share based on Pre-Emptive Rights


= Share nominal required to purchase 1 (one) additional share with Pre-Emptive
Rights
= the previous Excersing Price of Warrant Series I
= Initial amount of the issued Warrant Series I

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.

190

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

191

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.

192

18. Merger, Acquisition and Liquidation


If within the exercise period, the Company conduct a merger or acquisition with other company(s),
the company that accept merger from the Company or new the company formed as a result of the
merger shall be obligated to take on the responsible and follow to the valid terms, conditions and
provisions in Warrant Series I. If the Company is fall under liquidation or dissolution, then the
Company shall give an opportunity to the holder of Warrant Series I who have not exercised their
Warrant Series I to exercise their warrant within the period determined by the Company.
19. Governing Law
The entire agreement in connection with this Warrant Series I shall be governed and subject to and
under the laws validly binding in the territory of the Republic of Indonesia.

193

XX.

DISTRIBUTION OF PROSPECTUS AND PRE-EMPTIVE


RIGHT

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.

194

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