JAKARTA. PT Raharja Energi Cepu Tbk (RATU) has announced a significant corporate move through its subsidiary, PT Raharja Energi Madura (REM). REM is set to acquire shares in SMS Development Limited (SMSD), a strategic acquisition that will grant RATU indirect access to a participating interest (PI) in the crucial Madura Strait Production Sharing Contract (PSC) working area, currently managed by Husky-CNOOC Madura Limited (HCML).
This strategic corporate action underscores RATU’s ambition to expand its footprint in Indonesia’s energy sector. It’s worth noting that REM is a subsidiary where RATU holds an indirect 51% stake through PT Raharja Energi Indonesia (REI), with the remaining 49% owned by PT Petro Indo Pasifik (PIP).
The acquisition of 100% of SMS Development Limited’s shares by REM was formally initiated through a Novation Agreement and a subsequent Share Sale and Purchase Agreement (PPJB), as disclosed to the Indonesia Stock Exchange (IDX). The Novation Agreement, signed by REM on December 24, 2025, involved the payment of a shareholder loan agreement totaling US$ 59.21 million to SMS Offshore Overseas Limited. Upon this payment, all rights, interests, and obligations of SMS Offshore Overseas Limited, previously a creditor, were transferred to REM. Intriguingly, this shareholder loan agreement was non-interest bearing from its inception and served as a quasi-equity, having been utilized for the acquisition of 20% of HCML shares and subsequent cash call payments.
Following the novation, REM, acting as the buyer, entered into the comprehensive Share Sale and Purchase Agreement (PPJB) on December 25, 2025. The agreement was executed with SMS Offshore Overseas Limited as the seller, Cosimo Borrelli of Kroll HK Limited as the selling agent, RATU as the buyer’s guarantor, and OCP Asia Fund IV and OCP Asia Fund V as the new lenders. This PPJB specifically outlines REM’s acquisition of the entire 100% stake in SMS Development Limited from SMS Offshore Overseas Limited, including the full transfer of all associated rights and interests.
The primary transaction value stipulated in the PPJB stands at US$ 62.51 million. A deposit of US$ 12.50 million was due from REM upon the signing of the PPJB on December 25, 2025. Furthermore, the agreement includes provisions for potential contingent payments to SMS Development Limited: an additional US$ 16.5 million if the PSC extension is secured, and a further US$ 3 million if this extension occurs before June 30, 2027.
RATU management confirmed that the main transaction price of US$ 62.51 million was the result of internal analysis and careful consideration of the commercial, operational, and financial aspects pertinent to the transaction. In an information disclosure on Wednesday (May 6, 2026), RATU Management stated, “This price has been agreed upon by the parties in the PPJB and represents the company’s bid price in the tender process organized by Cosimo Borrelli from Kroll (HK) Limited as receiver.”
The finalization of this significant PPJB transaction is contingent upon several critical conditions. These include the company’s General Meeting of Shareholders (GMS) approval for material transactions as per OJK regulations, the settlement of specific outstanding loans held by SMS Development Limited, the cessation of SMS Offshore Overseas Limited’s creditor status to SMS Development Limited, and, if required, the approval of independent shareholders.
Cumulatively, the total transaction value could reach up to US$ 141.21 million. This comprehensive figure encompasses the US$ 62.51 million for the acquisition of SMS Development Limited shares, the US$ 59.20 million shareholder loan agreement as part of the Novation Agreement, and the maximum contingent payment clause of US$ 19.50 million.
Financially, SMS Development Limited reported total assets of US$ 98.7 million as of November 30, 2025. This comprised liabilities of US$ 65.8 million and equity of US$ 32.9 million. While the company had not recorded any revenue by the end of November 2025, it had registered a current year profit of US$ 4.8 million.
Initially, RATU had planned to seek shareholder approval for the proposed SMS Development Limited acquisition at an Extraordinary General Meeting of Shareholders (EGM) scheduled for May 7, 2026. However, the EGM has been postponed indefinitely as RATU requires additional time to provide further clarifications to the Financial Services Authority (OJK).
Summary
PT Raharja Energi Cepu Tbk (RATU), through its subsidiary PT Raharja Energi Madura (REM), has initiated the acquisition of a 100% stake in SMS Development Limited. This strategic move provides RATU with an indirect participating interest in the Madura Strait Production Sharing Contract (PSC) managed by Husky-CNOOC Madura Limited. The transaction involves a primary share purchase price of US$ 62.51 million, alongside a shareholder loan novation of US$ 59.21 million and potential contingent payments of up to US$ 19.50 million, bringing the total potential value to US$ 141.21 million.
The deal remains subject to various conditions, including approval from shareholders and the settlement of outstanding financial obligations. Although an Extraordinary General Meeting of Shareholders was initially planned for May 7, 2026, the company has postponed it to provide further requested clarifications to the Financial Services Authority (OJK). Financial records for SMS Development Limited show total assets of US$ 98.7 million as of November 2025, with a current year profit of US$ 4.8 million.