Page 60 - ar2012

SEO Version

31 December 2012
NOTESTO FINANCIAL STATEMENTS
56
GEO ENERGY RESOURCES LIMITED
| Annual Report 2012
2
RESTRUCTURING EXERCISE (cont’d)
B.
Acquisition of shares in PT Mitra Nasional Pratama (“MNP”) (cont’d)
(ii)
Pursuant to a deed of shares sale and purchase No. 81 dated 29 October 2010 entered into
between Junaidi and GEC, GEC acquired from Junaidi 49.0% of MNP, comprising 49 shares,
for a cash consideration of IDR490,000,000 (or US$54,896 based on an exchange rate of
US$1 : IDR8,926, being the average of daily bid-ask exchange rates for October 2010 published by
the Bank of Indonesia).
The aggregate consideration of IDR990,000,000 (US$110,912) for the transfer of the 99 shares in MNP
was determined based on arm’s length negotiations on normal commercial terms, with reference to the par
value of shares of MNP as at 29 October 2010. As a result of the transfer of shares of MNP, GEC became
the registered owner of 99.0% of the shares in MNP. Richard Kennedy Melati holds the remaining 1.0% of
the shares in MNP.
C.
Acquisition of shares in PT Mitra Riau Pratama (“MRP”)
(i)
Pursuant to a deed of shares sale and purchase No. 105 dated 8 March 2011 entered into between
PT Libra Melati Investment and GEC, GEC acquired from PT Libra Melati Investment 50.0% of
MRP, comprising 125 shares, for a cash consideration of IDR62,500,000 (or US$7,176 based on
an exchange rate of US$1 : IDR8,709, being the average of daily bid-ask exchange rates for March
2011 published by the Bank of Indonesia).
(ii)
Pursuant to a deed of shares sale and purchase No. 107 dated 8 March 2011 entered into between
PT Libra Melati Investment and GEC, GEC acquired from PT Libra Melati Investment 20.0% of
MRP, comprising 50 shares, for a cash consideration of IDR25,000,000 (or US$2,871 based on
an exchange rate of US$1 : IDR8,709, being the average of daily bid-ask exchange rates for March
2011 published by the Bank of Indonesia).
(iii)
Pursuant to a deed of shares sale and purchase No. 108 dated 8 March 2011 entered into
between PT Geo Surya Energy and GEC, GEC acquired from PT Geo Surya Energy 29.6% of
MRP, comprising 74 shares, for a cash consideration of IDR37,000,000 (or US$4,248 based on an
exchange rate of US$1 : IDR8,709, being the average of daily bid-ask exchange rates for March
2011 published by the Bank of Indonesia).
The aggregate consideration of IDR124,500,000 (US$14,295) for the transfer of the 249 shares in MRP
was determined based on arm’s length negotiations on normal commercial terms, with reference to the par
value of shares of MRP as at 8 March 2011. As a result of the transfer of shares of MRP, GEC became the
registered owner of 99.6% of the shares in MRP. Charles Antonny Melati holds the remaining 0.4% of the
shares in MRP.
D.
Acquisition of shares in PT Geo Energy Coalindo (“GEC”)
(i)
Pursuant to a deed of shares sale and purchase No. 38 dated 9 August 2011 entered into between
PT Libra Melati Investment and the Company, the Company acquired from PT Libra Melati
Investment 69.0% of GEC, comprising 3,450 shares, for a cash consideration of IDR3,450,000,000
(or US$402,567 based on an exchange rate of US$1 : IDR8,570, being the average of daily bid-ask
exchange rates for August 2011 published by the Bank of Indonesia).
(ii)
Pursuant to a deed of shares sale and purchase No. 39 dated 9 August 2011 entered into between
PT Geo Surya energy and the Company, the Company acquired from PT Geo Surya Energy 30.0%
of GEC, comprising 1,500 shares, for a cash consideration of IDR1,500,000,000 (or US$175,029
based on an exchange rate of US$1 : IDR8,570, being the average of daily bid-ask exchange rates
for August 2011 published by the Bank of Indonesia).
The aggregate consideration of IDR4,950,000,000 (US$577,596) for the transfer of the 4,950 shares in
GEC was determined based on arm’s length negotiations on normal commercial terms, with reference to
the par value of shares of GEC as at 9 August 2011. As a result of the transfer of shares of GEC, the
Company became the registered owner of 99.0% of the shares in GEC. PT Libra Melati Investment holds
the remaining 1.0% of the shares in GEC.