Happy Hapsoro's Listed Firm Enters Oil Business by Acquiring This Company

Jakarta - PT Raharja Energi Cepu Tbk (RATU), a listed company owned by Happy Hapsoro, has officially completed the entire series of acquisition transactions to obtain an economic interest in a 20% Participating Interest in the Madura Strait PSC, operated by Husky-CNOOC Madura Limited (HCML). The acquisition was carried out through PT Raharja Energi Madura (PT REM), a controlled entity of RATU, which took over 100% of the shares of SMS Development Limited (SMSD), the investment entity holding a 20% stake in HCML. Management stated that with the completion of this transaction, RATU now indirectly holds participation rights over the Madura Strait PSC. “The completion of this transaction marks an important milestone in RATU’s expansion strategy in the upstream oil and gas sector,” management wrote on Friday (12/6/2026). In accordance with the transaction structure, all economic benefits from the 20% ownership in HCML since 1 January 2026 belong to REM and will be reflected in the company’s performance in RATU’s consolidated financial statements in the second quarter of this year. This acquisition strengthens RATU’s long-term strategy to expand its reserve and production base, while complementing its existing portfolio, namely an 8% PI in the Jabung PSC (operated by PetroChina Jabung Ltd) and a 2.24% PI in the Cepu PSC. Adrian Hartadi, Finance Director of PT Raharja Energi Cepu Tbk, said the Madura Strait PSC is a producing asset with a good track record and will strategically complement RATU’s portfolio. “Going forward, we will focus on ensuring the benefits of this acquisition are truly felt, both in the company’s financial performance and in long-term value for all shareholders,” he stated. Previously, management had conveyed that the acquisition transaction was carried out through the signing of a novation agreement and a Share Sale and Purchase Agreement. In the novation agreement, PT REM acted as the new lender taking over the rights and obligations of the old creditor, SMS Offshore Overseas Limited, over a loan to SMS Development Limited. The value of the novation object reached US$59.2 million. “This loan was previously provided by SMS Offshore Overseas Limited to SMS Development Limited. This value becomes the transfer price of the loan paid by the new lender to the old lender,” RATU management wrote in an information disclosure to the Indonesia Stock Exchange (IDX). Payment was made by PT REM to the old creditor, and upon becoming effective, all rights and obligations under the loan agreement transferred to PT REM. The loan was previously non-interest bearing and economically categorised as quasi-equity because it was used for the acquisition of a 20% stake in Husky-CNOOC Madura Limited (HCML) and cash call payments. In addition, the company also plans to adjust the interest rate after obtaining approval from the General Meeting of Shareholders (RUPS) by referring to the arm’s length principle. A simulation of 5% interest per year is estimated to incur an interest expense of approximately US$2.96 million at SMSD, but this is eliminated in the consolidated report so it does not impact consolidated net profit. Besides the loan novation, PT REM also signed a Conditional Sale and Purchase Agreement (PPJB) for shares to acquire 100% of SMS Development Limited from SMS Offshore Overseas Limited. The main transaction value was recorded at US$62.51 million. It was noted that the company had previously paid an initial deposit of US$12.5 million on 25 December 2025. This transaction also includes a contingent payment scheme. SMS Development Limited has the potential to receive an additional payment of US$16.5 million if a Production Sharing Contract (PSC) extension is obtained, plus a bonus of US$3 million if the PSC extension occurs before 30 June 2027. SMS Development Limited itself is an investment company that holds shares in HCML, a company engaged in the exploration and production of crude oil and natural gas in the Madura Strait based on a PSC with SKK Migas. Thus, the total overall planned transaction value for the acquisition plan, contingent payments, and loan novation is US$141,219,164. In the transaction, OCP Asia Fund IV and OCP Asia Fund V acted as new lenders as well as the parties economically entitled to the transaction proceeds. The funds for the share transfer payment by PT REM to SMS Offshore Overseas Limited are in principle used to settle obligations to both funds. As part of the transaction mechanism, OCP Asia Fund IV and V will also issue a deed of release covering the release of certain obligations and the discharge of share pledges. However, the issuance of these documents is still pending the fulfilment of a number of conditions precedent before the transaction closing is carried out. The company also disclosed an additional letter dated 26 December 2025 between the company and PT Petro Indo Pasifik (PT PIP). The letter regulates the division of economic responsibility for PT REM’s obligations under the PPJB. In this scheme, the company bears 45% and PT PIP bears 55% of any claims that may arise related to the buyer’s obligations. Furthermore, an additional letter dated 17 March 2026 regulates the division of responsibility for guarantees to creditors in the context of the acquisition financing plan. In that agreement, the company bears 51% of the obligations while PT PIP bears 49%. The company stated that the total maximum exposure from the corporate guarantee and cash deficit guarantee is estimated to reach US$78.19 million. However, the economic exposure is considered to have been mitigated through risk sharing with PT PIP and a measured risk profile. The company also assessed that the consolidated equity capacity of US$56.6 million as of the end of 2025 is sufficient to absorb this potential exposure without disrupting business continuity.