AADI Completes Kestrel Mine Divestment to Yancoal, Securing Rp14.5 Trillion
PT Adaro Andalan Indonesia Tbk (AADI) has officially completed the transaction to sell all of its shares and warrants in Kestrel Coal Group Pty Ltd (Kestrel) to Yancoable Australia Limited (Yancoal). The transaction was executed through the company’s subsidiary, Adaro Capital Limited (ACL), in which AADI holds an indirect 90% stake.
According to disclosures to the Indonesia Stock Exchange, management stated that the closing of the transaction occurred on 1 October 2026, Melbourne time, after all preliminary requirements in the Sale and Purchase Agreement (SPA) dated 14 April 2026 were met.
The object of the transaction consists of 720,385,220 ordinary shares of ACL in Kestrel, equivalent to a 47.99% ownership stake, along with all attached warrants. Following the completion of the transaction, Yancoal now controls 100% of Kestrel’s shares.
From this sale, ACL received a transaction value of US814.12million, orapproximatelyRp14.57trillionbeforetax(assuminganexchangerateofRp17, 900/US), and US$734.83 million, or approximately Rp13.15 trillion after tax. Additionally, ACL, along with other non-affiliated sellers, may receive a contingent cash consideration of up to a maximum of US$550 million (approximately Rp9.85 trillion), payable in stages over five years, provided that the average price of the Platts Premium Low Vol Hard Coking Coal FOB Australia (PLVHA00) index exceeds certain annual thresholds.
AADI management noted that the rationale behind this transaction includes the development of the group’s business in Indonesia, dividend payments, and the strengthening of the capital structure through the repayment of part of the group’s loans.
In accordance with OJK Regulation No. 17/POJK.04/2020 regarding Material Transactions and Changes in Business Activities, this transaction is classified as a Material Transaction because its value exceeds 20% but does not exceed 50% of the company’s equity. Consequently, AADI was not required to obtain approval from a General Meeting of Shareholders (GMS) as stipulated in Article 6 paragraph (1) letter d of POJK 17/2020.
The company’s Board of Commissioners and Directors also confirmed that this transaction does not constitute an Affiliated Transaction or a Conflict of Interest Transaction under POJK No. 42/POJK.04/2020, and does not pose a threat to the company’s business continuity.
The company appointed the Public Accounting Firm Desmar, Susanto, Salman and Partners as the independent appraiser. Based on the Equity Valuation Report dated 18 September 2026, the market value of 100% of Kestrel’s equity as of 30 June 2026, using the Adjusted Book Value (ABV) method, was set at US$1.62 billion, or approximately Rp29.09 trillion.
Furthermore, the Fairness Opinion Report dated 25 September 2026 concluded that the planned transaction is fair to both parties.
Kestrel is a holding company that, through its subsidiary Kestrel Coal Resources Pty Ltd, holds an 80% stake in a joint venture operating an underground metallurgical coal mine in the Bowen Basin, Central Queensland, Australia.
Based on financial reports as of 30 June 2026, Kestrel recorded total assets of US$2.24 billion (approximately Rp40.05 trillion) with total equity of US$1.53 billion (approximately Rp27.42 trillion). The company’s operating revenue was recorded at US$410.49 million (approximately Rp7.35 trillion) for the six-month period, with a current period profit of US$26.88 million (approximately Rp481.08 billion).
On a pro forma basis, this transaction boosted AADI’s consolidated operating profit for the six-month period ending 30 June 2026, from US$666.54 million (Rp11.93 trillion) to US$744.95 million (Rp13.33 trillion) after adjustments. The company’s pro forma current period profit was slightly adjusted from US$524.43 million (Rp9.39 trillion) to US$523.55 million (Rp9.37 trillion) due to tax and transaction-related cost adjustments.