Asset Recycling Strategy: Toll Road Divestment Continues
This article has been translated by PwC Indonesia as part of our Indonesia Infrastructure News Service. PwC Indonesia has not checked the accuracy of, and accepts no responsibility for the content.
Bisnis Indonesia - Asset Recycling Strategy: Toll Road Divestment Continues
30 September 2022
By: Rinaldi M. Azka
The divestment of shares in toll road companies owned by infrastructure and construction state-owned enterprises (SOE) continues in the second half of 2022. In addition to providing fresh funds, these divestment actions can also reduce interest-bearing debt expenses in the financial balance of construction SOE issuers.
Recently, Hong Kong’s Road King Infrastructure Ltd. through its subsidiary King Bless Limited disclosed its plan to purchase 39.77% shares of PT Jasamarga Semarang Batang (JSB) from PT Waskita Toll Road (WTR), a subsidiary of PT Waskita Karya (Persero) Tbk (WSKT). The fund disbursed by King Bless reaches 1.9 billion Hong Kong dollars or equivalent to Rp3.82 trillion.
WTR management explained that this transaction follows up a separate corporate action taken by WTR on 30 June 2021. At the time, WTR officially conducted a corporate action on JSB, where PT Sarana Multi Infrastruktur and Limited Participation Fund SAM Jalan Tol acquired a total 40% of WTR’s ownership in JSB.
In this series of transactions, WTR has call option rights. Currently, WTR plans to exercise this call option right in the form of a temporary agreement between WTR and King Bless, which will make King Bless a shareholder of JSB with a transaction value of Rp3.8 trillion.
Furthermore, Road King is committed to maintaining and optimising the toll road business that has been running well by seeking strategic opportunities to invest in toll road projects. The signing of the sale and purchase agreement (SPA) was carried out on 27 September 2022.
“This acquisition is a great opportunity for the Group to expand its toll road portfolio in Indonesia,” said Road King Chairman Derek Zen Wei Peu in an official statement cited on Thursday (29/9).
With the operation of Semarang-Batang toll segment as a part of Trans-Java Toll Road, Road King is entitled to receive income from Semarang-Batang following the acquisition transaction.
The management views that the requirements proposed in the transaction agreement are reasonable for the interests of the company and the shareholders in general.
King Bless has also agreed on the payment schedule and mechanism to the manager of Limited Participation Fund SAM Jalan Tol (RDPT SAM) and PT Sarana Multi Infrastruktur (Persero) (SMI), which own the shares of Semarang-Batang by 20% and 19.77%, respectively.
Through this transaction, the share ownership of PT Jasamarga Semarang-Batang will consist of PT Jasamarga Transjawa Tollroad (JTT) by 44.18%, King Bless by 39.77%, and PT Lintas Marga Jawa (LMJ) by 16.05%.
After this transaction, Semarang-Batang Toll Road will be taken over through equity recognition in the consolidated financial statements of King Bless.
Based on the financial statements as of 31 December 2021, Semarang-Batang Toll Road recorded a loss of Rp179.95 billion. This figure swelled up by 65% compared to Rp62.89 billion in the corresponding period of the previous year.
The net loss of Semarang-Batang was caused by financial expenses for toll road construction loans and declining toll revenue due to the lockdown to prevent Covid-19 spread.
WTR President Director Rudi Purnomo said that the signing of the conditional sale and purchase agreement (CSPA) is one of WTR’s strategies to support Waskita Karya’s commitment to improve the financial soundness of the parent entity.
“With the implementation of this corporate action, WTR as Waskita’s subsidiary is expected to contribute to Waskita’s financial performance recovery, so that Waskita Group can record a sustainable performance going forward,” added Rudi.
Furthermore, WTR and King Bless will finalise the transaction through the signing of a sale and purchase agreement which is targeted to complete in the fourth quarter of 2022.
Road King is noted to have acquired 40% share ownership in PT Jasamarga Ngawi Kertosono Kediri from WTR in December 2019. Road King took this action via its subsidiary Kings Key Limited. Based on Bisnis’ record, the sale and purchase agreement was worth Rp2.5 trillion.
JSMR Toll Road
Aside from WSKT, PT Jasa Marga (Persero) Tbk (JSMR) is also processing the plan to divest 40% of its share ownership in Cikampek Elevated Toll Road or Sheikh Mohamed Bin Zayed (MBZ) Elevated Road.
The divestment of Jasa Marga’s share ownership in PT Jasamarga Jalanlayang Cikampek (JJC) will be acquired by PT Marga Utama Nusantara (MUN) based on the conditional sale and purchase agreement (CSPA) of shares signed in late June 2022.
MUN is a subsidiary of PT Nusantara Infrastructure Tbk (META) which is part of Salim Group.
For this transaction, META must pay Rp4.38 trillion to acquire 40% shares of Jasamarga Jalanlayang Cikampek from JSMR. If the divestment runs well, JSMR still owns 40% shares of Cikampek Elevated Toll Road.
To support this, META plans to hold an extraordinary general meeting of shareholders (EGMS) on 7 October 2022.
The main agenda of the EGMS is to request approval of the acquisition plan by the company’s subsidiary PT Margautama Nusantara.
Previously, Jasa Marga’s Corporate Communication and Community Development Group Head Lisye Octaviana stated that, until the first half of 2022, JSMR operated 1,260 km toll road in Indonesia from a total of 1,809 km toll road concession held by the company.
JSMR can still maintain its market share of operating toll roads across Indonesia at 50% by starting the operation of a 13.40 km segment in Danowudu-Bitung section of Manado-Bitung Toll Road. Furthermore, JSMR increased the concession of 206.65 km toll road in Gedebage-Tasikmalaya-Cilacap Toll Road throughout 2022.
