PT Adaro Andalan Indonesia Tbk (AADI) Sells 47.99% Stake in Kestrel for USD 1.85 Billion
PT Adaro Andalan Indonesia Tbk (AADI), through its subsidiary Adaro Capital Limited (ACL), has officially signed a Sale and Purchase Agreement to divest 47.99% of its ownership in Kestrel Coal Group Pty Ltd on 14 April 2026. This transaction includes an upfront cash value of USD 1.85 billion plus potential variable compensation of up to USD 550 million, aimed at strengthening the company’s investment strategy and business development. The sale involves all 720,385,220 shares owned by ACL in Kestrel as well as all related warrants held by the subsidiary entity.
Details of AADI’s Kestrel Share Sale Corporate Action
Based on the official disclosure, Adaro Capital Limited (ACL) has signed the Sale and Purchase Agreement (SPA) with an unaffiliated third-party buyer. The main object of the transaction is all shares owned by ACL in Kestrel Coal Group Pty Ltd (“Kestrel”), comprising 720,385,220 fully paid ordinary shares. This amount represents 47.99% of Kestrel’s total capital, making it one of the Adaro Group’s major asset divestitures in 2026.
In addition to share ownership, the agreement includes the transfer of all warrants owned by ACL in Kestrel to the buyer. This asset sale is part of management’s strategic steps to optimise the company’s investment portfolio in the mining sector. The transaction is confirmed not to be an affiliated transaction as regulated under OJK Regulation No. 42/POJK.04/2020.
The total value of AADI’s Kestrel Share Sale is divided into two main components: upfront cash payment and conditional payment. The first component is an upfront cash consideration of USD 1,850,000,000 (one billion eight hundred and fifty million US dollars). This amount will be paid in full on the transaction completion date, subject to the terms and conditions outlined in the SPA document.
The second component is a contingent cash consideration with a cumulative maximum value of USD 550,000,000 (five hundred and fifty million US dollars). This additional payment will be made annually over a five-year period following the transaction completion date. The payment conditions depend on the daily average price of the Platts Premium Low Vol Hard Coking Coal FOB Australia index (PLVHA00) exceeding a certain threshold in each assessment year.
Schedule and Completion Requirements
The completion of this planned transaction is not immediate but depends on the fulfilment of preliminary conditions (condition precedents). The parties have agreed that the transaction closing will only occur if all legal and administrative conditions stipulated in the SPA are adequately met. The company reaffirms its commitment to complying with capital market regulations regarding material transaction value limits.
The company will comply with OJK Regulation No. 17/POJK.04/2020 on Material Transactions and Changes in Business Activities if the final transaction value meets the specified threshold. To date, management continues to monitor the administrative process to align with the planned schedule agreed with the buyer. Source of Information: AADI Material Information or Fact Report April 2026
Impact on Investors
Fundamentally, AADI’s management states that this transaction does not have any material adverse impact on the company’s operational, legal, or business continuity activities. On the contrary, the substantial liquidity from the USD 1.85 billion upfront cash provides significant financial flexibility. This enables the company to reinvest in new projects aligned with their long-term strategy.
The transaction value received by ACL will be calculated based on the proportion of share ownership in Kestrel Coal Group Pty Ltd. With 47.99% ownership, AADI through ACL is assured of substantial cash inflows upon completion. Although it loses potential future income from Kestrel’s operations, the potential additional payments (bonus) over five years provide value protection if coking coal prices rise sharply.
FAQ (Frequently Asked Questions)
Why is AADI selling all its shares in Kestrel? The main purpose of this planned transaction is to support the implementation of the company’s overall business and investment strategy. This divestiture allows AADI to allocate capital to sectors or projects deemed more strategic for long-term growth.
What is the maximum total amount AADI can receive from this transaction? AADI potentially stands to receive total funds of up to USD 2.4 billion. This value consists of an upfront cash payment of USD 1.85 billion and variable compensation (contingent consideration) of up to USD 550 million over five years.
Key Points for Investors
Share Divestiture Action: AADI is divesting 47.99% ownership in Kestrel Coal Group Pty Ltd through the ACL entity.
Large Transaction Value: The base total value reaches USD 1.85 billion in cash, plus potential bonus of USD 550 million.
Non-Affiliated: The transaction is conducted with a third party, thus reducing conflict of interest risks.
Additional Payment Indicator: Annual bonuses depend on the coking coal price index (Platts Premium Low Vol).
Regulatory Compliance: The transaction has been reported in accordance with POJK No. 31/2015 on material information disclosure.
Company Profile Summary
PT Adaro Andalan Indonesia Tbk (AADI) is a holding company overseeing various subsidiaries in the coal mining sector, mining services, and water resource management. Additionally, the company operates in management consulting, electricity, special goods transportation services, and oil palm and rubber plantations.