TnP Law Firm

TnP Law Firm Advised PT Petrosea Tbk and PT Singaraja Putra Tbk on Key Rights Issue and Strategic Partnership

We are pleased to have acted as legal counsel for both Petrosea (PTRO) and PT Singaraja Putra Tbk (SINI) in connection with a major capital markets and M&A transaction involving SINI’s rights issue and the acquisition by SINI of PTRO’s entire stakes in PT Kemilau Mulia Sakti (KMS).

SINI has successfully completed its rights issue, raising a total of IDR 3.6 trillion from public investors and its strategic standby buyers (i.e., PTRO, PT Henan Putihrai Sekuritas, and PT Trimegah Sekuritas Indonesia Tbk). SINI’s rights issue represents one of the largest equity fundraising transactions completed in the Indonesian capital markets during the first half of 2026, reflecting strong investor participation SINI’s strategic transformation and long-term growth prospects.

A key objective of the fundraising was to support SINI’s strategic expansion into Indonesia’s mining sector whereas approximately half of the proceeds from SINI’s rights issue was allocated to finance the acquisition of approximately 99.99% of the shares in KMS from PTRO, with an aggregate transaction value of approximately IDR 1.73 trillion. The acquisition of KMS is a significant milestone in SINI’s diversification strategy and substantially strengthens both of PTRO and SINI’s positions in Indonesia’s mining industry.

Beyond the acquisition itself, the transaction marks a strategic partnership between SINI and PTRO whereas upon completion of the transaction, PTRO and its affiliates will hold approximately 27.78% stakes in SINI. SINI’s rights issue also significantly strengthened SINI’s capital structure by restoring its equity from negative equity to positive equity position, providing an approximate 300% improvement and laying a solid financial position. The transaction also positions SINI to emerge as one of the key participants in Indonesia’s mining sector, reflecting a remarkable corporate turnaround achieved through a combination of strategic capital raising and corporate restructuring.

The transaction was led by Partners, Rambun Tjajo and Ken Prasadtyo, with support from Associate Partner, Kevin Yehezkiel, Senior Associate, Yonastan Pangestu, and Associates, Christine Setiawati S, Andrew Jonathan, and Audrey Vitarizka S.

We are proud to have assisted PTRO and SINI in structuring and executing this transaction, integrating capital markets and M&A elements while ensuring compliance with Indonesian regulations. The successful completion demonstrates how effective corporate actions can facilitate transformation, create shareholder value, and support sustainable growth.

 

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