PT Golden Energy Mines Tbk (JKSE:GEMS) entered into conditional sale and purchase agreement to acquire 1% stake in PT Duta Sarana Intermusa, 5% stake in PT Barasentosa Lestari and 100% stake each in PT Unsoco and PT Dwikarya Sejati Utama from GMR Infrastructure Limited (BSE:532754) and GMR Energy (Netherlands) BV for $65.6 million on May 12, 2017. Under the terms of agreement, the consideration of approximately $59.3 million will paid for shares and $6.37 million for mandatory convertible bonds issued by PT Dwikarya Sejati Utama. The consideration shall be settled as $8 million to be paid within five business days from the agreement, $15.79 million to be paid within five days following issuance of the clearance from Singapore Stock Exchange and the balance approximately $41.85 million comprising $35.48 million for sale share consideration and $6.37 million being the full amount of mandatory convertible bonds shall be paid on completion. The transaction will be funded from internal resources of Golden Energy and Resources Limited (SGX: AUE), parent of PT Golden Energy Mines Tbk. PT Golden Energy Mines Tbk will acquire 175 shares representing 5% stake in PT Barasentosa Lestari, 10 shares representing 1% stake in PT Duta Sarana Intermusa, 0.1 million shares representing 100% stake in PT Unsoco and 1000 shares representing 100% stake in PT Dwikarya Sejati Utama.

The transaction is subject to approval of shareholders of GMR Infrastructure Limited and Golden Energy and Resources Limited, approval of shareholders of PT Duta Sarana Intermusa, PT Barasentosa Lestari, PT Unsoco and PT Dwikarya Sejati Utama for sale share, waiver of the shareholders' rights of first refusal over the relevant sale shares, appointment or nomination of all Commissioners and Directors nominated by Golden Energy and Resources Limited, the discharge of all existing Commissioners and Directors of PT Duta Sarana Intermusa, PT Barasentosa Lestari, PT Unsoco and PT Dwikarya Sejati Utama, all required and necessary consents and approvals governmental authorities including the Ministry of Energy and Mineral Resources and Investment Coordinating Board of Indonesia, third party approval, GMR Infrastructure Limited providing satisfactory evidence that the facility agreement between ICICI Bank Limited and PT Barasentosa Lestari dated March 28, 2013, in respect of $40 million loan facility has been duly restructured, all the loan facilities provided by GMR Infrastructure to PT Duta Sarana Intermusa, PT Barasentosa Lestari, PT Unsoco and PT Dwikarya Sejati Utama are restructured to become interest free and payable within a period of four years from 2017 to 2020, clearance from Singapore Stock Exchange. The Directors of Golden Energy and Resources Limited recommend its shareholders to approve the deal as of June 28, 2018. As of July 13, 2018, the deal got the majority approval from the shareholders of Golden Energy and Resources Limited.

The deal is expected to close by December 31, 2017. As of December 29, 2017, a supplemental agreement was signed to extend the long stop date by March 31, 2018 as various conditions remain to be satisfied. As on March 21, 2018, another supplemental agreement was signed to extend the long stop date to June 30, 2018. As per the supplemental agreement entered on June 22, 2018, the long stop date has been extended to August 31, 2018. Willy D. Kusnanto of KJPP Jennywati, Kusnanto & Rekan acted as fairness opinion providers for PT Golden Energy Mines Tbk and are of the opinion that the terms of the transaction are fair. RHB Securities Singapore Pte. Ltd. and ZICO Capital Pte. Ltd., acted as financial advisors for Golden Energy and Resources Limited. Moore Stephens LLP was appointed as the independent scrutineer for the meeting of shareholders of Golden Energy and Resources Limited.