Mitra Investindo enters into agreement to buy shares in Benakat Oil

By Romel S. Gurky

SGX-listed Interra Resources Limited announced on Tuesday that PT Mitra Investindo Tbk (MITI), the company?s subsidiary incorporated in the Republic of Indonesia which is listed on the Indonesia Stock Exchange, has entered into a conditional sale and purchase agreement (CSPA) dated May 20, 2016 with PT Pratama Media Abadi (PMA) and PT Benakat Oil (BO) for the proposed acquisition by MITI of:
(i) 77,401,993 ordinary and fully paid-up shares in BO (the sale shares), which represents 23.4401761 percent of the issued and paid-up share capital of BO and translates into an indirect holding of 21.79 percent of PT Benakat Barat Petroleum (BBP); and
(ii) PMA?s receivables from BO amounting to Rp 31,272,091,168. PMA shall hereinafter be referred to as the seller. BO, PT Indelberg Indonesia (II) and BBP shall hereinafter be referred to collectively as the ?Benakat Group?.

The purchase price payable by MITI for the sale shares and receivables is Rp 71,374,187,514 (the purchase price). The purchase price is based on, inter alia, the results of the independent valuation report prepared by Jennywati, Kusnanto & rekan dated 19 May 2016 (the valuation report), and the consolidated net tangible assets (the NTA) of the Benakat Group as on Dec. 31, 2015.

Upon the completion of the Proposed Acquisition in accordance with the CSPA (completion), the company and its subsidiaries (the group) will control 34.11 percent of BO. The completion date of the proposed acquisition (the completion date) shall be subject to the satisfaction of, or waiver of, all the conditions precedent set out in Schedule III of the CSPA and shall not be later than 30 September 2016 unless otherwise mutually agreed to by the parties.

Currently, the company holds 21.51 percent of the issued and paid-up share capital of BO through its wholly-owned subsidiary, Goldwater Indonesia Inc. (GII), which translates into an indirect holding of 20.00 percent of BBP. Upon Completion, the group will control a total of 34.11 percent of the issued and paid-up share capital of BO though GII and MITI, which translates to a total indirect holding of BBP of 31.72 percent.

BBP is a limited liability company incorporated under the laws of Indonesia. Pursuant to an operations cooperation agreement (the Benakat Barat KSO) entered into between BBP and PT Pertamina EP on March 16, 2009, BBP holds an undivided 100 percent interest in the Benakat Barat KSO and has the rights and obligations to exploit, develop and explore for hydrocarbons in the Benakat Barat field in South Sumatra.

Editing by Johannes Simbolon