PT Danusa Tambang Nusantara (DTN), the indirect subsidiary of Singapore-listed Jardine Cycle & Carriage Limited, is proposing to acquire shares in PT Arafura Surya Alam (ASA). ASA is an Indonesian incorporated company that is intended to be a gold mining company. The company holds a mining business license - operation production for a single mining block, the Doup Block, which measures 4,000 hectares in North Sulawesi, Indonesia.
Doup Block consists of Benteng, Panang and associated satellite deposits that have a combined JORC compliant proven and probable ore reserves of 1.6 million ounces of gold deposit contained within a measured, indicated and inferred mineral resource of 3.1 million ounces of gold. JORC refers to the Joint Ore Reserves Committee.
According to Jardine Cycle & Carriage’s filing, DTN has entered into a conditional sale and purchase agreement (SPA) with PT J Resources Nusantara (JRN) to acquire 2.3 million shares in ASA, which represents a 99.99996% stake in ASA’s total issued share capital.
Another of Jardine Cycle & Carriage’s indirect subsidiary, PT Energia Prima Nusantara (EPN), entered into another conditional SPA with Jimmy Budiarto to purchase the remaining one share, or 0.00004%, of ASA’s total share capital. Budiarto is president commissioner and controlling shareholder of PT J Resources Asia Pasifik Tbk, which JRN is a subsidiary of. EPN will also acquire one share in the capital of PT Mulia Bumi Persada (MBP) from Budiarto.
DTN and EPN are wholly-owned subsidiaries of Indonesian-listed PT United Tractors Tbk (UT). UT is a 59.5% subsidiary of PT Astra International Tbk, another Indonesian-listed company, and a subsidiary of Jardine Cycle & Carriage.
DTN acts as a holding company for UT’s mineral business. Its current focus is to expand its business in gold and nickel commodities.
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EPN is the holding company for the development of renewable energy for UT.
The total consideration payable is based on ASA’s total enterprise value of US$540 million ($692.4 million).
The proposed acquisition is subject to the approval of the creditors of JRN and ASA, approvals from regulators, as well as shareholders of J Resources. Following the completion of the proposed acquisition, ASA and MBP will be indirect subsidiaries of Jardine Cycle & Carriage.
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The conditions are likely to be fulfilled by Dec 23.
As at 9.11am, shares in Jardine Cycle & Carriage are trading 1 cent lower or 0.04% down at $28.67.
