ð
u r p
r o
F Il
E o
u r
M E
SSA g
E S
o u
r B u
S In
E S
S
o u
r pE
o pl
E
o u
r g
o v
Ern A
n C
E o
ur C
o M
M un
IT IE
S o
u r I
n v
E S
T o
r S
o u
r F
In An
C E
S
ñ
DAro EnErgy 2013 AnnuAl rEporT
187
PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 527
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2013 AND 2012
Expressed in thousands of
ò
S Dollars, unless otherwise stated
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS continued
- Fair values of acquired identifiable assets and liabilities assumed from business acquisition
The fair values of acquired identifiable assets and liabilities assumed from business acquisition of PT Paramitha Cipta Sarana “PCS”, PT Semesta Centramas “SCM” and PT Laskar Semesta Alam “LSA” together referred as
“Balangan” are determined using valuation techniques. The Group uses its judgement to select a variety of methods and makes assumptions that are mainly based on market conditions existing at the acquisition date. In accordance
with the relevant accounting standard, the fair value may be adjusted within twelve months after the acquisition date refer to Note 4b.
4. BUSINESS COMBINATIONS
a. Acquisition of control over BEP
On 27 January 2011, as amended on 28 February 2011, ATA entered into a Conditional Sale and Purchase Agreement to acquire a 10.22 interest in BEP for US65,708, followed by a Settlement Agreement on 14 June 2011 to close this
transaction.
On 28 May 2012, ATA entered into a Convertible Loan Shares Subscription Agreement with BEP, PT Persada Capital Investama “PCI”, PT Triputra Investindo Arya “TIA”, PT Arya Citra International, PT Bara Murau Coal, PT Millenium
Capital Investment, Arieska Lianawati Konar Suhananto “Arieska”, Andrianto Oetomo “Andrianto” and Arianto Oetomo “Arianto” “Convertible Loan Agreement”. ATA has the option to provide loans to BEP with a maximum
facility of US500,000 within a period of three years. By lending to BEP, ATA has the right to convert the loan into up to 51 of BEPs issued and outstanding shares plus shares to be issued by BEP. By entering into the Convertible Loan
Agreement, ATA is able to appoint the majority of BEPs Board of Directors and to govern the financial policies as well as to control BEPs operations. As a result, the Group has consolidated BEP since 28 May 2012.
On the same date, ATA entered into an Option Agreement with BEP, PCI, TIA, Arieska, Andrianto and Arianto “Option Agreement”. ATA has the right to purchase, within three years from the date of the Option Agreement, shares in BEP
owned by TIA, PCI, Arieska, Andrianto, and Arianto, which represent a total ownership of 79.8. The proceeds from the purchase of the shares owned by TIA, PCI, Arieska, Andrianto and Arianto in BEP will be used to subscribe for new
shares in the Company up to a maximum of 2,381,729,663 full amount shares.
ATA has the option to execute either one of the agreements mentioned above. The following table summarises the consideration paid for the acquisition of BEP, the amounts of the assets acquired
and liabilities assumed as at the acquisition date:
Consideration transferred
Fair value of equity interest in BEP held before the business combination 65,708
Total consideration transferred 65,708
188
óôõ
IABlE, STrong, EFFICIEnT
PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 528
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2013 AND 2012
Expressed in thousands of
ö
S Dollars, unless otherwise stated
4. BUSINESS COMBINATIONS continued
a. Acquisition of control over BEP continued
