JAKARTA – PT Raharja Energi Cepu Tbk. (RATU) has officially announced a major expansion move through its subsidiary, PT Raharja Energi Madura (PT REM). The company has entered into a definitive agreement to acquire 100% of the shares in SMS Development Limited, a deal valued at approximately US$141.21 million.
The acquisition process is structured through a combination of a novation agreement and a conditional share purchase agreement (PPJB). To support this strategic maneuver, RATU has provided a corporate guarantee to cover PT REM’s obligations as it secures the necessary financing facilities to finalize the transaction.
Details of the Novation and Financial Structure
Under the novation agreement, PT REM steps in as the new lender, taking over the position previously held by SMS Offshore Overseas Limited. SMS Development Limited serves as the debtor, while Cosimo Borrelli of Kroll HK Limited acts as the receiver for the original lender. The primary object of this novation is a shareholder loan agreement valued at US$59,208,780, which represents the total amount PT REM will pay to the original lender to assume the debt.
According to the company’s official disclosure on Wednesday (May 6, 2026), PT REM is obligated to settle this payment within two business days following the fulfillment of the conditional precedents outlined in the share purchase agreement. Once the payment is processed, all rights and obligations previously held by SMS Offshore Overseas Limited will effectively transfer to PT REM.
Strategic Asset Acquisition
Beyond the loan novation, the share purchase agreement dictates the full transfer of ownership and interest in SMS Development Limited. The total transaction value is comprised of several components: a core transaction price of US$62.51 million and an initial deposit of US$12.50 million, which was paid on December 25, 2025.
The deal also includes significant contingent payments linked to future performance. SMS Development Limited stands to receive an additional US$16.5 million if specific Production Sharing Contract (PSC) extensions are secured, with a further US$3 million bonus if those extensions are granted before June 30, 2027. Combining these figures, the total value of the acquisition, including the loan novation and performance-based payments, reaches US$141,219,164.
Management highlighted that this acquisition is a key pillar of the company’s growth strategy. By taking control of SMS Development Limited, RATU aims to significantly bolster its exposure to active oil and gas assets, particularly through its indirect interest in Husky-CNOOC Madura Limited. This investment underscores the company’s commitment to strengthening its footprint in the energy sector.
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Summary
PT Raharja Energi Cepu Tbk. (RATU), through its subsidiary PT Raharja Energi Madura, has reached a definitive agreement to acquire 100% of SMS Development Limited for $141.21 million. The transaction is structured through a combination of a loan novation agreement and a conditional share purchase agreement, with RATU providing a corporate guarantee to support the financing process.
The total acquisition cost includes an initial loan assumption of $59.21 million, a core purchase price of $62.51 million, and performance-based contingent payments of up to $19.5 million. By securing this asset, RATU aims to expand its portfolio in the oil and gas sector and enhance its indirect stake in Husky-CNOOC Madura Limited as part of its long-term growth strategy.
