TnP Law Firm Advised GMF on its IDR 6.2 Trillion Rights Issue

TnP Law Firm is proud to announce its role as legal counsel to PT Garuda Maintenance Facility Aero Asia Tbk (GMF) in connection with its rights issue up to around 90 billion new series B shares targeting a proceed up to around IDR 6.2 trillion.

The rights issue was a complex transaction as it was designed to among other things strengthen GMF’s and PT Garuda Indonesia (Persero) Tbk (GIAA)’s financial position by involving a subscription of shares by PT Angkasa Pura Indonesia (API), as a new shareholder that received the rights transferred by GIAA. API subscribed to around 82 billion new series B shares through in-kind contributions (inbreng) of an area around 972,123 square meters located within the Soekarno-Hatta International Airport complex valued at around IDR 5.6 trillion. The contributed area covers the current area where GMF operates its maintenance, repair, and overhaul (MRO) activities in Soekarno-Hatta International Airport. This kind of transaction was unprecedented given API’s role as an airport operator (badan usaha bandar udara) and the status of the contributed area as part of the Soekarno-Hatta International Airport complex, which is subject to specific airport safety regulations. Given the unprecedented nature of transaction, the contribution of the area by  API required prior coordination and confirmation from the Ministry of Transportation and the Ministry of Agrarian Affairs to ensure that all relevant airport safety rules and agrarian rules continue to be satisfied.

API has exercised the subscription on 29 December 2025 (which is the first trading, and exercise, day of the rights), where API and GMF have successfully executed an inbreng deed. Any other GMF’s shareholders that is entitled to exercise their rights still have time to exercise their rights until 9 January 2026.

The rights issue that involved in-kind contributions by API is also an initiative to strengthen GMF’s capital structure and reinforce the national aviation industry ecosystem. With the improved capital structure, GMF will be better positioned to expand its business capacity and capabilities in order to maintain a sustainable growth of MRO industry not only in Indonesia but also in the region. From operational perspective, the contributed area would bring benefits to GMF as it eliminates rental expenses and enables more flexible and optimal asset utilization, including potential future collaboration with partners or investors.  This transaction is also part of Garuda Indonesia Group’s consolidated financial restructuring.

We’re proud to have played a key role in this strategic transaction and our team was led by Partners, Rambun Tjajo and Ken Prasadtyo, with support from Associate Partner, Kevin Yehezkiel, and Associates, Cindy Caroline and Salsabilla.