PT Samindo Resources Tbk signed a conditional share purchase agreement to acquire 99.67% stake in PT Samindo Utama Kaltim from Yoo, Sang Duck, Yi, Man Deuk, and Yi, Eun Baik for approximately IDR 270 billion on August 24, 2012. The share and purchse agreement is to be signed by October 31, 2012. Yoo, Sang Duck will sell 398 series A shares and 198 series B shares for approximately IDR 130 billion, Yi, Man Deuk will sell 200 series A shares and 100 series B shares for IDR 66.5 billion, and Yi, Eun Baik will sell 200 series A shares and 100 series B shares for IDR 66.5 billion. In related transactions, PT Samindo Resources Tbk agreed to acquire 99.6% stake in PT Mintec Abadi and 99.8% stake in PT Trasindo Murni Perkasa.

In order to fund the transaction, PT Samindo Resources Tbk will issue new shares with pre-emptive rights for a total exercise price of new shares at least equal to the transaction value. The rights issue is targeted the proceeds up to IDR 601.6 billion. If the rights issue is not held no later than six months after shares sales purchase agreement is signed, the shareholders of Trasindo Murni, Mintec Abadi and Samindo Utama have agreed to allow the company to seek other funding sources to fund the acquisition, including from banks and other financial institutions. The payment will be given by PT Samindo Resources Tbk to each shareholders of PT Mintec Abadi, PT Trasindo Murni Perkasa and PT Samindo Utama Kaltim within thirty business days after the listing date of shares from the issuance of shares with pre-emptive rights on the Indonesia stock exchange. If the issuance of shares failed to be conducted within six months after the date of the purchase agreement of shares, the holders of shares of PT Mintec Abadi, PT Trasindo Murni Perkasa and PT Samindo Utama Kaltim agreed that PT Samindo Resources Tbk may seek other funding sources to pay for transactions, including from banks or other financial institutions. PT Samindo Resources Tbk will hold a general meeting of shareholders to approve the share issuance no later than December 31, 2012.

In the year through April, PT Samindo Utama Kaltim had revenues of IDR 89.29 billion and net profit of IDR 14.38 billion. The transaction is subject to approval from the shareholders of PT Samindo Resources Tbk in general meeting of shareholders and the approval of PT Bank KEB Indonesia and Citibank N.A. as creditor of PT Samindo Utama Kaltim. The transfers of the shares will be effective on the date of the signing of the sale and purchase agreement of shares. As on September 27, 2012, the shareholders of PT Samindo Resources gave approval for the transaction. Tjahjadi & Tamara acted as accountant for PT Samindo Resources Tbk.

PT Samindo Resources Tbk completed the acquisition of 99.67% stake in PT Samindo Utama Kaltim from Yoo, Sang Duck, Yi, Man Deuk, and Yi, Eun Baik on September 28, 2012.