Firda Dwi MuliawatiCNBC Indonesia
News
Tuesday 08/29/2023 7:20 p.m. WIB
Jakarta, CNBC Indonesia – PT Vale Indonesia Tbk (INCO) apparently paid a special commission to Vale Base Metals, the major Canadian-based shareholder, which was deducted directly from the company’s income.
This was revealed by MIND ID Mining BUMN Holding Senior Director Hendi Prio Santoso during a Hearing Meeting (RDP) with Commission VII DPR RI on Tuesday (08/29/2023).
Hendi said: Vale Base Metals has a technical assistance agreement or technical assistance agreement and management assistance or management assistant agreement with PT Vale Indonesia Tbk (INCO).
According to him, this agreement allows Vale Base Metals to obtain revenue from technical assistance and management costs.
This contradicts what MIND ID has gained from being a shareholder of PT Vale Indonesia over the past three years. Hendi said MIND ID only received one dividend despite being a shareholder since 2020.
Therefore, if MIND ID sells its shares and becomes the majority shareholder of PT Vale Indonesia, it will terminate the support and management agreement with Vale Base Metals.
“And we are committed to securing more consistent dividend payouts and eliminating them. management And technical assistant fees which emerged from executive assistant agreement And technical assistance contract that Vale Base Metal derives from its revenues, top line. Meanwhile, we only receive dividends once every three years. We want to guarantee that this will be eliminated in the event of further divestment,” Hendi said during the RDP with Commission VII DPR RI, Tuesday (29/08/2023).
Moreover, it turns out that there is also a “secret” agreement of a binding nature between Vale SA, the holding company in Brazil, and Sumitomo Metal Mining (SMM) of PT Vale Indonesia.
This agreement is called “Group Voting Agreement” which allows Vale to consolidate. The block voting agreement would force SMM to follow Vale SA’s decision.
“A small review of the structure and governance of PT Vale Indonesia, we note that the shareholder structure has another agreement, the pooled voting agreement that binds Vale Canada to Sumitomo Metal Mining, so consolidation is easy and Sumitomo fits the step,” he said.
Therefore, if it decides to sell the shares of PT Vale Indonesia, MIND ID requests that the existing shareholders’ agreement be first dismantled.
As is known, Vale Canada Limitée and Sumitomo Metal Mining Co. Ltd. agreed to offer a 14% stake to MIND ID Mining SOE Holding. This is part of a series of plans to divest Vale shares to Indonesia.
Acting Director General of Minerals and Coal at the Ministry of Energy and Mineral Resources (ESDM), Muhammad Wafid, said the 14% share offering was based on a divestment proposal submitted by PT Vale Indonesia Tbk (INCO).
“PT Vale Indonesia has made an offer for the transfer of shares as follows,
Vale Canada Limited and Sumitomo Metal Mining have an 11% divestment obligation and offer a higher stake of 14%,” he said during a hearing meeting (RDP) with Commission VII DPR RI, Tuesday (08/29/2023).
If the divestment is 14%, it means that MIND ID will hold a 34% stake in PT Vale Indonesia Tbk (INCO). Currently, MIND ID only has a 20% stake in PT Vale Indonesia.
With the 14% divestment offer, the shareholding composition of PT Vale Indonesia Tbk will change as follows:
– Vale Canada Limitée, from 43.79% currently, will increase to 33.29%.
– Mind ID of the current 20% will increase to 34%.
– Sumitomo Metal Mining from 15.03% currently will increase to 11.53%.
– Vale Japan Ltd at 0.54%.
– Public at 20.64%.
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