PERUSAHAAN PERSEROAN PERSERO P.T. TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued DECEMBER 31, 2004 AND 2005, AND FOR YEARS ENDED
DECEMBER 31, 2004 AND 2005 Figures in tables are presented in millions of Rupiah, unless otherwise stated
- 77
27. CAPITAL STOCK
continued
2005 Percentage
Total Number of Shares
of Ownership Paid-up Capital
Rp
Series A Dwiwarna share Government of the Republic of Indonesia
1 -
- Series B shares
Government of the Republic of Indonesia 10,320,470,711
51.19 2,580,118
JPMCB US Resident Norbax Inc. 1,992,333,765
9.88 498,083
The Bank of New York 1,291,002,696
6.41 322,751
Board of Commissioners Petrus Sartono
19,116 -
5 Board of Directors
Garuda Sugardo 16,524
- 4
Abdul Haris 1,000
- -
John Welly 21,712
- 5
Guntur Siregar 19,980
- 5
Public below 5 each 6,556,113,775
32.52 1,639,029
Total 20,159,999,280
100.00 5,040,000
Description
28. ADDITIONAL PAID-IN CAPITAL
2004 2005
Proceeds from sale of 933,333,000 shares in excess of par value through initial public offering in 1995
1,446,666 1,446,666
Capitalization into 746,666,640 series B shares in 1999 373,333
373,333 Total
1,073,333 1,073,333
PERUSAHAAN PERSEROAN PERSERO P.T. TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued DECEMBER 31, 2004 AND 2005, AND FOR YEARS ENDED
DECEMBER 31, 2004 AND 2005 Figures in tables are presented in millions of Rupiah, unless otherwise stated
- 78
29. DIFFERENCE IN VALUE OF RESTRUCTURING TRANSACTIONS BETWEEN ENTITIES
UNDER COMMON CONTROL
Cross-ownership transactions and acquisition of Pramindo
On April 3, 2001, the Company signed a Conditional Sale and Purchase Agreement with Indosat, for a series of transactions to consolidate their cross-ownership in certain companies. The transactions
under the agreement are as follows: i.
Acquisition by the Company of Indosat’s 35 equity interest in Telkomsel for US945.0 million “Telkomsel Transaction”;
ii. Acquisition by Indosat of the Company’s 22.5 equity interest in PT Satelit Palapa Indonesia
“Satelindo” for US186.0 million “Satelindo Transaction”; iii.
Acquisition by Indosat of the Company’s 37.66 equity interest in PT Aplikanusa Lintasarta “Lintasarta” and convertible bonds of Rp4,051 million issued by Lintasarta for US38.0
million “Lintasarta Transaction”; and iv.
The acquisition by Indosat of all of the Company’s rights and novation of all of the Company’s obligations, under the KSO IV Agreement dated October 20, 1995, between the Company and
PT Mitra Global Telekomunikasi Indonesia “MGTI”, together with all of the Company’s assets being used as KSO IV assets, for US375.0 million “KSO IV Transaction”.
Lintasarta’s convertible bonds were subsequently converted into shares, thereby reducing the Company’s 37.66 equity interest to 37.21 prior to the consummation of the Lintasarta
Transaction.
The Telkomsel and Lintasarta Transactions were consummated on May 16, 2001 based on Deed of Share Transfer No. 1V2001triplo and No. 2V2001duplo, respectively, of Notary Ny. Liliana Arif
Gondoutomo, S.H.
The Satelindo Transaction was consummated on July 23, 2001 after DeTeAsia Holding GmbH and PT Bimagraha Telekomindo the other Satelindo stockholders waived their pre-emptive rights on
7.26 and 13.06 of Satelindo’s shares, respectively.
On February 1, 2002, the Company and Indosat announced the cancellation of the KSO IV Transaction. As a result, the Company settled this portion of the cross-ownership transaction in cash.
At the time of the transaction, the Government was the majority and controlling shareholder of both the Company and Indosat. Accordingly, the Telkomsel, Satelindo and Lintasarta Transactions have
been accounted for as a restructuring of entities under common control. The Company’s acquisition of a controlling interest in Telkomsel was accounted for in a manner similar to that of pooling of
interests accounting carryover basis. Accordingly, for reporting purposes, the financial statements of the Company and those of Telkomsel have been combined, as if they had been combined from the
beginning of the earliest period presented. The effects of the transactions between the Company and Telkomsel before the combination were eliminated in preparing the combined financial statements.
On the consummation dates of the transactions, the difference between the consideration paid or received and the historical amount of the net assets of the investee acquired or carrying amount of the
investment sold was included as “Difference in value of restructuring transactions between entities under common control” in the stockholders’ equity section.
