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4. Initial Purchaser and Investors
is the purchaser whose details will be known prior to bookbuilding, wherein the initial purchasers submit the amount to purchase and preferred index of interest, to obtain indications of the number of Notes to
be issued relating to Notes offering. Initial purchaser is the party who takes the action of buying the Notes which will be issued by the Issuer and later to be sold to Investors.
As of the date of this Information Disclosure, Initial Purchaser and Investors have not been determined yet, thereby a short description concerning Initial Purchasers will be announced in at least 1 one
Indonesian-language daily newspaper with national circulation, and supporting documents will be submitted to the Financial Service Authority no later than 2 two working days after the issuance date of
the Notes as stipulated in the letter c point 1 and the letter c point 2 of the Regulation No. IX.E.2.
5. Consolidated Subsidiary Group
The Co pa ’s Co solidated “u sidia G oup as the Recipient of the loan is the Co pa ’s Co solidated
Subsidiary Group owned directly or indirectly by the Company, consisting of PT Triaka Bersama, PT Metric Solusi Integrasi, PT Telenet Internusa, PT United Towerindo, PT Tower Bersama, PT Tower One, PT Batavia
Towerindo, PT Prima Media Selaras, PT Bali Telekom, PT Solu Sindo Kreasi Pratama, PT Mitrayasa Sarana Informasi, PT Menara Bersama Terpadu, and PT Solusi Menara Indonesia.
THE NATURE OF AFFILIATE RELATIONSHIP The Issuer is a subsidiary whose entire shares are owned by the Company. TBS, that will provide intercompany
loan to the Company, is a subsidiary company whose entire shares are owned by the Issuer. Transactions between i the Company and the Issuer with
espe t to the g a ti g of Co pa ’s o po ate gua a tee o e Notes issuance, and ii TBS and the Company with respect to the granting of intercompany loan facility, are
affiliated transactions which according to Regulation No. IX.E.1, must be reported to OJK not later than 2 two working days after the transaction takes place. These transactions do not have conflict of interests as have
been stipulated in the Regulation No. IX. E.1. The transaction is a transaction to gather capital from global investors. The Company has decided to issue
Notes through its subsidiaries whose ownership shares is 100 owned by the Company, so the Company will be able to expand and diversify creditor base thereby the Companys access to gather capital will be
increasingly extensive for future growth.
The Company also can maximize the use of the funds obtained from the Planned Transaction considering the payment of the entire amount of principal loans at the end of the Notes period with no amortization during
the Notes ’ pe iod.
The condition cannot be achieved if the Company carries out the Planned Transaction with parties that are not affiliated with the Company, whose Financial Statements are not consolidated with that of the Company
’s.
DESCRIPTION OF NOTES TO BE ISSUED a.
Issuer
TBG Global Pte. Ltd., is the Co pa ’s o solidated su sidia hose shares is 100 one hundred per
cent owned by the Company.
b. Guarantee
Object and Value of Guarantee: The v
alue of the Co pa ’s Co po ate Gua a tee is o e hu d ed pe e t of the Issue ’s fi a ial
obligations based on Notes.
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Risks if guarantee is implemented: In the event of negligencedefault as stipulated in the Notes, the Company will take over t
he Issue ’s
obligations over the entire amount of outstanding Notes issued by the Issuer, of which amount has material impact toward the
Co pa ’s financial condition. Terms of Company
’s Corporate Guarantee
i It is the obligation of the Company that is not secured by any guarantee in particular.
ii It is the payment rights that is preferred among the entire Companys obligations that will
specifically, subordinately exist. iii
Pari passu in terms of payment rights in conjunction with the Co pa ’s preferred financial
obligations however not guaranteed, either those already exists or will exist. Terms of corporate guarantee is currently in the stage of finalization by parties concerned and will be
listed in the Planned Transaction document that will be signed at the same time with Notes issuance, with regard that the guarantee terms do not contain negative covenants detrimental to the interest of public
shareholders. The Company will guarantee punctuality in payment of principal amount, premium and interest over the
entire amount that must be paid arising under Notes. If Corporate Guarantee is implemented then the Company is obligated to take over the entire obligations adhered to the Notes issuance, which include
among other payment of principal and interests which amount can have material financial impact to the Company.
c. Due Date of Principal Payment
Due date of principal payment is in 2025 or other period agreed by the parties.
d. Interest
A maximum of 8 eight per cent per annum with fixed interest. Determination of the maximum interest of 8 eight per cent is based on the prevailing interest rate in the market which is the interest cost that
can still support the Companys operational activities.
e. Due Date of Interest Payment