Disclosure of Information
-Unofficial English TranslationThis Disclosure of Information will be published in Bahasa Indonesia
DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF PT INDOSAT TBK
This Disclosure of Information is made and submitted by PT Indosat Tbk in compliance with Bapepam - LK
Regulation No. IX.E.1 on Affiliated Party Transactions and Conflicts of Interest on Certain Transactions,
attachment to Decision of the Chairman of Bapepam - LK No. Kep-412/BL/2009 dated 25 November 2009
concerning with the Agreement dated 16 November 2015 between Ooredoo IP LLC and PT Indosat Tbk. This
transaction is deemed as an Affiliated Transaction in accordance with Bapepam - LK Regulation No. IX.E.1
which is required to be published to the public.
If you have difficulties in understanding the information contained in this Disclosure of Information, we
suggest that you consult with your legal advisor, public accountant, financial advisor or any other relevant
professional advisors.
PT Indosat Tbk
Residing in Central Jakarta, Indonesia
(“Company”)
Business Activity:
Telecommunication and Informatics Services
Head Office
Jl. Medan Merdeka Barat No. 21, Gambir,
Central Jakarta 10110.
Website: www.indosat.com
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY SHALL
JOINTLY AND SEVERALLY BE RESPONSIBLE FOR THE TRUTHFULNESS AND COMPLETENESS
OF THE WHOLE INFORMATION OR MATERIAL FACTS CONTAINED IN THIS DISCLOSURE OF
INFORMATION AND HEREBY DECLARE, AFTER HAVING CONDUCTED A THOROUGH
EXAMINATION AND TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THAT THE
INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS TRUE AND THAT NO
OTHER MATERIAL FACTS ARE BEING UNDISCLOSED OR OMITTED WHICH WILL CAUSE THE
INFORMATION GIVEN IN THIS DISCLOSURE OF INFORMATION TO BE UNTRUE, INCOMPLETE
AND/OR MISLEADING.
This Disclosure of Information is issued on 18 November 2015
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DEFINITION
Affiliate
: Affiliate has the same meaning as defined in Article 1 paragraph 1 of the Capital
Market Law.
Bapepam - LK
: Capital Market and Financial Institutions Supervisory Agency which was previously
known as the Capital Market Supervisory Agency.
Director
: Member of the Board of Directors of the Company who is in charge when Disclosure
of Information is announced.
Ooredoo
Group
: Ooredoo and include Ooredoo Q.S.C and all entities controlled directly or indirectly
by Ooredoo Q.S.C.
Disclosure of
Information
: Disclosure of information which is published by the Company in relation to the
Affiliated Transaction in compliance to Bapepam - LK Regulation No. IX.E.1.
Commissioner
: Member of the Board of Commissioners of the Company who is in charge when
Disclosure of Information is announced.
Fairness
Opinion
Report
: A report prepared by the Independent Appraiser to evaluate the fairness of the
Affiliated Transaction No.: APP-B/KJPP-MPR/2015/XI/16/001 dated 16 November
2015 in accordance with Bapepam - LK Regulation No. IX.E.1.
MOLHR
: Minister of Law and Human Rights of the Republic of Indonesia.
OJK
: Financial Services Authority or Otoritas Jasa Keuangan.
Ooredoo
: Ooredoo IP LLC, a company established under the laws of Qatar Financial Centre,
located in P.O. Box No: 217, Ooredoo Tower 100 West Bay Center, The Corniche,
Doha, Qatar.
Independent
Appraiser
: Martokoesoemo, Prasetyo & Rekan, an independent appraiser registered in OJK who
has been appointed by the Company to perform appraisal on the fairness of the
Affiliated Transaction.
: International Consultant Report dated 17 July 2015 from an international advertising
International
Consultant 1
and marketing consultant on the use of Ooredoo's trademark license for the
Report
Company's business activities.
: International Consultant Report issued in March 2015 from an international brand
International
Consultant 2
consultant on the use of Ooredoo's trademark license for the Company's business
Report
activities.
Agreement
577222-v1A\JKTDMS
: Agreement between Ooredoo and the Company on the granting of a license to the
Company to use among others the mark, sub-marks and brand assets of the Ooredoo
Group dated 16 November 2015.
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Company
: PT Indosat Tbk, a public limited liability company duly established and existing
under the law of Republic of Indonesia, having its address at Jl. Medan Merdeka
Barat No. 21, Gambir, Central Jakarta 10110.
Shareholders
: The shareholders of the Company whose names are registered in the Shareholders
of
the
Register of the Company which is issued by the shares administration bureau.
Company
Bapepam - LK : Bapepam - LK Regulation No. IX.E.1, attachment to the Decision of the Chairman of
Regulation
Bapepam - LK No. Kep-412/BL/2009 dated 25 November 2009, on Affiliated Party
No. IX.E.1
Transactions and Conflicts of Interest in Certain Transactions.
Bapepam - LK : Bapepam - LK Regulation No. IX.E.2, attachment to the Decision of the Chairman of
Bapepam - LK No. Kep-614/BL/2011 dated 28 November 2011, on Material
Regulation
No. IX.E.2
Transaction and Change of Main Business Activities.
Affiliated
Transaction
: Transaction conducted by the Company or a Controlled Company with an Affiliate of
the Company or an Affiliate of the members of the Board of Directors, Board of
Commissioners or major shareholder of the Company as stipulated in point 1 letter d
of Bapepam - LK Regulation No. IX.E.1, in this case the signing of the Agreement
between the Company and Ooredoo, the affiliated party of the Company.
Capital Market : Law No. 8 of 1995 on Capital Markets.
Law
A.A.
PREFACE
PREFACE
This Disclosure of Information is made to comply with Bapepam - LK Regulation No. IX.E.1 point
2 letter a, which obliges the Company to make a Disclosure of Information regarding the Affiliated
Transaction conducted by the Company, where the Company is obliged to announce the Affiliated
Transaction to the public by no later than two business days after the occurrence of the transaction.
Through this Disclosure of Information the Company will provide explanation, consideration and
background of conducting the transaction to the public. In this Disclosure of Information the object
of the Affiliated Transaction will be elaborated including the value of the Affiliated Transaction, the
parties of the Affiliated Transaction and the nature of the affiliation with respect to the Affiliated
Transaction. Other than that, this Disclosure of Information will also present the summary of the
report from the Independent Appraiser which will be explained further in section C.
Further explanation regarding the Affiliate relationship between the Company and Ooredoo will be
explained in section B of this Disclosure of Information.
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B.
1.
INFORMATION ON THE AFFILIATED TRANSACTION
Reasons and Background
The Company is one of the largest telecommunication operators in Indonesia. It has served
Indonesia since 1967 and since 2008 has been part of Ooredoo, one of the fastest growing
telecommunication companies in the world.*
From its establishment until today, the Company has been a pioneer of telecommunication
development in Indonesia. It has been a front-runner in many of the breakthrough developments
in improving the telecommunication service offered to the people of Indonesia.
Indonesia’s telecommunication market remains highly competitive. To compete in this rapidly
evolving market and retain its front-running pioneering image, the Company needs to reposition
how it is perceived by people in this changing world.
Through its partnership with Ooredoo, the Company leverages global expertise and cutting-edge
technology to bring a world-class network experience and innovative products and services to the
people of Indonesia.
The strong strategic and financial linkages between these two companies have supported the
Company in recent years as it builds on the many breakthrough achievements it has celebrated.
These ties will continue to strengthen as the Company positions itself as part of the international
group.
As a member of Ooredoo Group, the Company has access to use the mark, sub-marks and brand
assets of the Ooredoo Group in Indonesia including but not limited to use of names, images,
partnership, sponsorships, intellectual property, goods and marketing collateral.
This Affiliated Transaction offers the Company exclusive rights to these global assets.
The benefit of utilizing these marks, sub-marks and brand assets in Indonesia has been previously
assessed by international consultants i.e., through International Consultant 1 Report and
International Consultant 2 Report. The Company has considered those 2 (two) reports before the
Agreement was signed.
In addition to the above, the entering of the Company as a party in this Agreement will not limit
the right of the Company over its existing brands.
Based on the considerations above, the Company expects that the access to Ooredoo marks, submarks and brand assets will refresh the Company's business, increase future income and help the
Company to remain competitive.
2.
*
The Purpose and Benefit for the Company
By Revenue from 2006 – 2014.
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The purpose and benefit that could be obtained by the Company from the implementation of the
Affiliated Transaction, among others, are as follows:
(a)
Through this Affiliated Transaction, the Company will have exclusive access rights in
Indonesia to Ooredoo brand marks and assets including sponsorship assets, marketing
media, creative assets in the form of intellectual property rights, and to other creative data
owned by Ooredoo in the Ooredoo library. In addition, the Company will also obtain
access to research assets owned by Ooredoo.
(b)
The Ooredoo mark, sub-mark and brand assets are well-known and respected
internationally and in the telecommunications industry. The equity of these assets
continues to increase.
(c)
The Affiliated Transaction formalises the use of such assets in Indonesia. This supports
ongoing efforts to refresh external perceptions of the Company’s business, in accordance
with its strategy.
(d)
Closer relationship between the Company and Ooredoo has already led to new
partnerships with global industry leaders and helped expand the Company's business.
(e)
Through this Affiliated Transaction and associated benefits, the Company is expected to
be able to better compete both locally and internationally.
Taking the factors listed above, which is expected to be gained by the Company as explained
above, and further review to International Consultant 1 Report, International Consultant 2 Report
and Independent Appraiser report to asses the fairness of this Affiliated Transaction (provided in
section C of this Disclosure of Information), the Company moves to proceed with the Affiliated
Transaction.
3.
Object and Value
The object of the Affiliated Transaction between the Company and Ooredoo is the signing of the
Agreement.
According to the Agreement, the Company will pay the license fee based on the following
criteria:
(a)
Payment of the license fee will be conducted annually based on the Company's income in
the audited annual financial statement of the Company.
(b)
The Company will only pay this license fee if the Company has positive net profit after
the calculation of license fee, net profit means the net profit according to the published
audited annual financial statements of the Company.
(c)
The licensee fee will be paid based on certain percentage calculation from the Company's
Operating Revenue. This fee will not exceed 1.3% times the Company's Operating
Revenue.
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The Company's Operating Revenue means all income recorded by the Company in its
audited annual financial statements with respect to its business in Indonesia, which
include (i) Cellular revenue from consumer, B2B and digital business units (ii) Fixed wholesale and the Company Phone, (iii) MIDI business from the Company standalone,
(iv) fiber business. Intercompany revenue between Ooredoo Group, revenues from PT
Aplikanusa Lintasarta and the tower revenues are excluded from the definition of the
Company's Operating Revenue.
4.
Parties
A.
The Company
(i)
General Information
The Company, domiciled in Central Jakarta, is established pursuant to Deed of
Establishment No. 55 dated 10 November 1967 made before Mohamad Said
Tadjoedin, SH, Notary in Jakarta, announced in State Gazette No. 26 dated 29
March 1968, Supplement No. 24.
The Articles of Association of the Company have been amended several times
lastly pursuant to Deed No. 30 dated 10 June 2015 made before Aryanti Artisari,
SH, Notary in Jakarta, which has been notified to the MOLHR based on the
confirmation receipt from MOLHR No. AHU-AH.01.03-0946504 dated 29 June
2015.
The Company is domiciled in Central Jakarta with an address at Jl. Medan
Merdeka Barat No. 21, Gambir, Central Jakarta 10110. The Company's shares are
listed in Indonesia Stock Exchange with ISAT as the ticker symbol.
Pursuant to the Articles of Association of the Company, the purposes and
objectives of the Company are to engage in activities on the provision of
telecommunication networks, telecommunication services and informatics and/or
convergence technology services.
(ii)
Capital Structure and Shareholding Composition of the Company
As of the date of this Disclosure of Information, the capital structure, shareholder
composition and share ownership of the Company based on the Shareholders
Register of the Company as of 31 October 2015 issued by PT EDI Indonesia, as
the Shares Administration Bureau of the Company, are as follows:
Information
Number of Shares
Authorized Capital
- A Series Shares
- B Series Shares
Total of the Authorized
Capital
1
19,999,999,999
20,000,000,000
%
99.99
100.00
Nominal Value (IDR)
100
1.999,999,999,900
2,000,000,000,000
Issued and Paid-up Capital:
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A Series Shares:
Republic of
Indonesia
B Series Shares:
Ooredoo Asia Pte
Ltd
Republic of
Indonesia
Skagen Funds
(Skagen AS)
Public
Total amount of Issued
and Paid-up Capital
Shares in Portfolio
(iii)
1
-
100
3,532,056,600
65.00
353,205,660,000
776,624,999
14.29
77,662,499,900
292,528,950
5.38
29,252,895,000
832,722,950
5,433,933,500
15.33
100
83,272,295,000
543,393,350,000
14,566,066,500
1,456,606,650,000
Management and Supervision of the Company
As of the date of this Disclosure of Information, members of the Board of
Commissioners and the Board of Directors of the Company are as follows:
Board of Commissioners
President Commissioner
Commissioner
Commissioner
Commissioner
Commissioner
Commissioner
Commissioner
Independent Commissioner
Independent Commissioner
Independent Commissioner
:
:
:
:
:
:
:
:
:
:
Dr. Nasser Mohammed Marafih
Ahmed Yousef Ebrahim Al-Derbesti
Drs Beny Roelyawan
Cynthia Alison Gordon
Khalid Ibrahim A. Al-Mahmoud
Astera Primanto Bhakti
Chris Kanter
Richard Farnsworth Seney
Wijayanto Samirin
Elisa Lumbantoruan
:
:
:
:
:
Alexander Rusli
Caba Pinter
Herfini Haryono
Joy Wahjudi
John Martin Thompson
Board of Directors
President Director
Director
Director
Independent Director
Director
B.
Ooredoo
(i)
General Information
Ooredoo IP LLC, a company established under the laws of Qatar Financial Centre,
having its address at P.O. Box No: 217, Ooredoo Tower 100 West Bay Center,
The Corniche, Doha, Qatar with QFC Registration No: 00180.
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Pursuant to business license granted by authority of Qatar Financial Centre dated
18 November 2013, the business activities of Ooredoo are management offices
and other related functions in respect of holding and managing Ooredoo Q.S.C.
intellectual property rights within Ooredoo group companies.
(ii)
Capital Structure and Shareholding Composition of Ooredoo
On the date of this Disclosure of Information, 100% of Ooredoo's shares are
owned by Ooredoo Q.S.C.
Ooredoo QSC is an indirect shareholder of Ooredoo Asia Pte. Ltd.
(iii)
Management and Supervision of Ooredoo
On the date of this Disclosure of Information, the composition of the Board of
Directors of Ooredoo is as follows:
Directors
Director 1
Director 2
5.
:
:
H. E. Sh. Sauod Nasser F.N. Al Thani
Dr. Nasser Mohammed Marafih
Nature of Affiliation of the Parties
The implementation of the Affiliated Transaction as disclosed in this Disclosure of Information
involves parties that have an affiliated relationship, which is as follow:
(a)
Affiliation Based On Shares Ownership
Ooredoo is a subsidiary of Ooredoo Q.S.C, the Company is an indirect subsidiary of
Ooredoo Q.S.C.
(b)
Affiliation Based On Management
President Commissioner of the Company served as a director in Ooredoo i.e., Dr. Nasser
Mohammed Marafih.
This Affiliated Transaction is not a conflict of interest transaction mentioned in the Bapepam LK regulation No. IX.E.1 as there is no difference between the economic interest of the Company
and the personal economic interest of the members of the Board of Directors, the members of the
Board of Commissioners or the major shareholder which may cause loss to the Company. This is
also supported by the Fairness Opinion Report issued by the Independent Appraiser.
C.
OPINION OF INDEPENDENT APPRAISER
As stipulated in the Bapepam - LK Regulation No. IX.E.1, to ensure fairness of the Affiliated
Transaction conducted by the Company, the Company has requested the Independent Appraiser
to provide a Fairness Opinion Report on the Affiliated Transaction as presented in Fairness
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Opinion Report No: APP-B/KJPP-MPR/2015/XI/16/001 dated 16 November 2015 regarding the
Fairness Opinion of the proposed signing Agreement between the Company and Ooredoo
("Proposed Transaction").
Summary of the results of assessments conducted by the Independent Appraiser is as
follows:
a)
Identity of the Parties
-
b)
Company.
Ooredoo.
The Object of the Proposed Transaction
The Object of the Proposed Transaction is the signing of the Agreement between the
Company and Ooredoo, on the granting of a license to the Company to use among others
the mark, sub-marks and brand assets of the Ooredoo Group.
Therefore the base object of the Proposed Transaction is the Agreement.
c)
Nature of the Proposed Transaction
Based on the regulation by OJK regarding the Proposed Transaction that will be
performed by the Company, the nature of the transaction is divided as Affiliated
Transaction & Conflict of Interest Transaction as regulated in Bapepam - LK Regulation
No. IX.E.1 and as Material Transaction & Change of Main Business Activities as
regulated in Bapepam - LK Regulation No. IX.E.2.
Affiliated Transaction and Conflict of Interest
In accordance with the intention and purpose and also background of the Proposed
Transaction, the Company's management stated that the Proposed Transaction is
categorized as affiliated transaction and not contain elements of conflict of interest.
The affiliated nature of the Proposed Transaction is based on the relationship between the
Company and Ooredoo which are in one group with Ooredoo Group which owns 65%
shares of the Company in accordance with management letter of the Company No. 063/
A00/MKT/15 dated 11 November 2015.
Material Transaction and Change of Main Business Activities
Based on the consolidated financial statements of the Company as of 30 June 2015
audited by Tanudireja, Wibisana, Rintis & Rekan Public Accountant dated 27 August
2015, the equity value of the Company is IDR13,594 billion (thirteen trillion five
hundred ninety four billion Rupiah). Based on the management's confirmation on the
Proposed Transaction value resulting from the financial projection period as of July
2015 - 2020, the royalty expense is IDR1,554 billion (one trillion five hundred fifty four
billion Rupiah). Comparing this to the value of the Company's equity as of 30 June 2015,
the value of this Proposed Transaction is estimated will not exceed 20% of the
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Company’s equity or around 11.4% of the Company’s equity. Therefore, the Proposed
Transaction is not a Material Transaction and Change of Main Business Activities as
regulated under Bapepam - LK Regulation No. IX.E.2.
d)
Objective of the Valuation
The purpose of this fairness opinion is to ensure and express the fairness of the Proposed
Transaction that indicated as Affiliated Transaction as regulated in the Bapepam - LK
Regulation No. IX.E.1. Therefore the use of Fairness Opinion Report is for the benefit of
the internal management of the Company and OJK.
e)
Limitation and Assumptions
Independent Appraiser does not carry out the following activities:
1.
Complete review of the Company’s and its subsidiaries financial statement, but
only a limited review related to the purpose of assignment, including clarification
on the validity of documents, ownership of assets and the possibility of claims or
off-balance sheet on financial statements of the Company and its subsidiaries.
2.
Quantitative analysis of the long-term business plan is for five years, but the
Agreement has a period of ten years.
3.
The analysis for an extended period of time (over ten years), which in the
Agreement may be extended automatically for the next ten years and it can be
categorized as a series of transactions which quantitatively might be material in
accordance with the applicable OJK regulations.
4.
Business Valuation (equity) on the Company and the Company's subsidiaries
including the brand valuation.
5.
Property valuation (fixed assets) owned by the Company and the Company's
subsidiaries.
6.
Analysis on the tax implication for the parties in the Agreement.
7.
Business and financial feasibility study.
Based on the analysis of the Proposed Transaction, the Independent Appraiser has made
the following assumptions:
1.
The Company has provided all the informations related to the Proposed
Transaction and none of the information is not provided to the Appraiser.
2.
The long-term business plan for the first five years has considered the prudence
principles, therefore the steady growth may be a reflection of the business plan
for the next five years.
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f)
3.
The Agreement is for the first ten-years period.
4.
The management has convinced and followed the applicable OJK regulations
related to the Proposed Transaction.
5.
There is no significant change in the general conditions and macro economic
Indonesia that can affect changes in the general assumptions used in particular in
quantitative analysis.
6.
No regulatory changes in the industry that can significantly affect the
assumptions in the Company's long-term plan.
7.
That all information and data provided by the management of the Company is
true.
Assesment of the Proposed Transaction Methodology
The fairness analysis on the Proposed Transaction covers several aspects
methodology of preparation of a fairness opinion, which includes the following:
as the
a.
Analysis of the Proposed Transaction, which consists of identification and
relationship between the transacting parties, the agreement and the terms agreed
in the transaction, and the assessment of the risks and benefits of the proposed
transaction.
b.
Qualitative and quantitative analysis which includes company history and nature
of business, industry and environmental analysis, operational analysis and
prospects of the company, reasons for the transaction, gains and losses that are
qualitatively on the proposed transaction. It also includes the quantitative
analysis of historical performances, cashflow valuation, assessment of financial
projections, financial ratio analysis and analysis of financial statements before
the transaction and financial statements proforma after the transaction. In the
quantitative analysis, we also conducted an incremental analysis such as valueadded contribution to the company as a result of the proposed transaction,
including the impact on the company's financial projections, and sensitivity
analysis to measure the advantages and disadvantages of the transaction to be
performed.
c.
Analysis of the transaction value including comparison between the value of the
proposed transaction and the value of the conducted transaction, as well as
analysis to ensure that the proposed transaction provides incremental value.
d.
Analysis of relevant factors, such as analysis of relevant costs and revenues and
non-financial information, procedures of decision making by the company while
determining the transaction plan and value of transaction.
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g)
Fairness Opinion Conclusion on the Proposed Transaction
Based on a qualitative and quantitative analysis of the Proposed Transaction and the
factors that are relevant in providing fairness opinion on the Proposed Transaction of the
Company, the Proposed Transaction is FAIR.
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D.
ADDITIONAL INFORM
MATION
Fo
or the Comp
pany's shareholders who
o need furtheer information regarding
g the Transaaction
which
w
have beeen stated in this Disclosu
ure, please coontact:
PT In
ndosat Tbk
Head Office
Jl. Medan
M
Merdeeka Barat No.. 21, Gambir
Central Jakarta, 101110
Jakarta, 18 November 2015
Up. Investor
I
Rela
ations/Corporrate Secretaryy
Email: invvestor@indosaat.com
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF PT INDOSAT TBK
This Disclosure of Information is made and submitted by PT Indosat Tbk in compliance with Bapepam - LK
Regulation No. IX.E.1 on Affiliated Party Transactions and Conflicts of Interest on Certain Transactions,
attachment to Decision of the Chairman of Bapepam - LK No. Kep-412/BL/2009 dated 25 November 2009
concerning with the Agreement dated 16 November 2015 between Ooredoo IP LLC and PT Indosat Tbk. This
transaction is deemed as an Affiliated Transaction in accordance with Bapepam - LK Regulation No. IX.E.1
which is required to be published to the public.
If you have difficulties in understanding the information contained in this Disclosure of Information, we
suggest that you consult with your legal advisor, public accountant, financial advisor or any other relevant
professional advisors.
PT Indosat Tbk
Residing in Central Jakarta, Indonesia
(“Company”)
Business Activity:
Telecommunication and Informatics Services
Head Office
Jl. Medan Merdeka Barat No. 21, Gambir,
Central Jakarta 10110.
Website: www.indosat.com
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY SHALL
JOINTLY AND SEVERALLY BE RESPONSIBLE FOR THE TRUTHFULNESS AND COMPLETENESS
OF THE WHOLE INFORMATION OR MATERIAL FACTS CONTAINED IN THIS DISCLOSURE OF
INFORMATION AND HEREBY DECLARE, AFTER HAVING CONDUCTED A THOROUGH
EXAMINATION AND TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THAT THE
INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS TRUE AND THAT NO
OTHER MATERIAL FACTS ARE BEING UNDISCLOSED OR OMITTED WHICH WILL CAUSE THE
INFORMATION GIVEN IN THIS DISCLOSURE OF INFORMATION TO BE UNTRUE, INCOMPLETE
AND/OR MISLEADING.
This Disclosure of Information is issued on 18 November 2015
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DEFINITION
Affiliate
: Affiliate has the same meaning as defined in Article 1 paragraph 1 of the Capital
Market Law.
Bapepam - LK
: Capital Market and Financial Institutions Supervisory Agency which was previously
known as the Capital Market Supervisory Agency.
Director
: Member of the Board of Directors of the Company who is in charge when Disclosure
of Information is announced.
Ooredoo
Group
: Ooredoo and include Ooredoo Q.S.C and all entities controlled directly or indirectly
by Ooredoo Q.S.C.
Disclosure of
Information
: Disclosure of information which is published by the Company in relation to the
Affiliated Transaction in compliance to Bapepam - LK Regulation No. IX.E.1.
Commissioner
: Member of the Board of Commissioners of the Company who is in charge when
Disclosure of Information is announced.
Fairness
Opinion
Report
: A report prepared by the Independent Appraiser to evaluate the fairness of the
Affiliated Transaction No.: APP-B/KJPP-MPR/2015/XI/16/001 dated 16 November
2015 in accordance with Bapepam - LK Regulation No. IX.E.1.
MOLHR
: Minister of Law and Human Rights of the Republic of Indonesia.
OJK
: Financial Services Authority or Otoritas Jasa Keuangan.
Ooredoo
: Ooredoo IP LLC, a company established under the laws of Qatar Financial Centre,
located in P.O. Box No: 217, Ooredoo Tower 100 West Bay Center, The Corniche,
Doha, Qatar.
Independent
Appraiser
: Martokoesoemo, Prasetyo & Rekan, an independent appraiser registered in OJK who
has been appointed by the Company to perform appraisal on the fairness of the
Affiliated Transaction.
: International Consultant Report dated 17 July 2015 from an international advertising
International
Consultant 1
and marketing consultant on the use of Ooredoo's trademark license for the
Report
Company's business activities.
: International Consultant Report issued in March 2015 from an international brand
International
Consultant 2
consultant on the use of Ooredoo's trademark license for the Company's business
Report
activities.
Agreement
577222-v1A\JKTDMS
: Agreement between Ooredoo and the Company on the granting of a license to the
Company to use among others the mark, sub-marks and brand assets of the Ooredoo
Group dated 16 November 2015.
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Company
: PT Indosat Tbk, a public limited liability company duly established and existing
under the law of Republic of Indonesia, having its address at Jl. Medan Merdeka
Barat No. 21, Gambir, Central Jakarta 10110.
Shareholders
: The shareholders of the Company whose names are registered in the Shareholders
of
the
Register of the Company which is issued by the shares administration bureau.
Company
Bapepam - LK : Bapepam - LK Regulation No. IX.E.1, attachment to the Decision of the Chairman of
Regulation
Bapepam - LK No. Kep-412/BL/2009 dated 25 November 2009, on Affiliated Party
No. IX.E.1
Transactions and Conflicts of Interest in Certain Transactions.
Bapepam - LK : Bapepam - LK Regulation No. IX.E.2, attachment to the Decision of the Chairman of
Bapepam - LK No. Kep-614/BL/2011 dated 28 November 2011, on Material
Regulation
No. IX.E.2
Transaction and Change of Main Business Activities.
Affiliated
Transaction
: Transaction conducted by the Company or a Controlled Company with an Affiliate of
the Company or an Affiliate of the members of the Board of Directors, Board of
Commissioners or major shareholder of the Company as stipulated in point 1 letter d
of Bapepam - LK Regulation No. IX.E.1, in this case the signing of the Agreement
between the Company and Ooredoo, the affiliated party of the Company.
Capital Market : Law No. 8 of 1995 on Capital Markets.
Law
A.A.
PREFACE
PREFACE
This Disclosure of Information is made to comply with Bapepam - LK Regulation No. IX.E.1 point
2 letter a, which obliges the Company to make a Disclosure of Information regarding the Affiliated
Transaction conducted by the Company, where the Company is obliged to announce the Affiliated
Transaction to the public by no later than two business days after the occurrence of the transaction.
Through this Disclosure of Information the Company will provide explanation, consideration and
background of conducting the transaction to the public. In this Disclosure of Information the object
of the Affiliated Transaction will be elaborated including the value of the Affiliated Transaction, the
parties of the Affiliated Transaction and the nature of the affiliation with respect to the Affiliated
Transaction. Other than that, this Disclosure of Information will also present the summary of the
report from the Independent Appraiser which will be explained further in section C.
Further explanation regarding the Affiliate relationship between the Company and Ooredoo will be
explained in section B of this Disclosure of Information.
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B.
1.
INFORMATION ON THE AFFILIATED TRANSACTION
Reasons and Background
The Company is one of the largest telecommunication operators in Indonesia. It has served
Indonesia since 1967 and since 2008 has been part of Ooredoo, one of the fastest growing
telecommunication companies in the world.*
From its establishment until today, the Company has been a pioneer of telecommunication
development in Indonesia. It has been a front-runner in many of the breakthrough developments
in improving the telecommunication service offered to the people of Indonesia.
Indonesia’s telecommunication market remains highly competitive. To compete in this rapidly
evolving market and retain its front-running pioneering image, the Company needs to reposition
how it is perceived by people in this changing world.
Through its partnership with Ooredoo, the Company leverages global expertise and cutting-edge
technology to bring a world-class network experience and innovative products and services to the
people of Indonesia.
The strong strategic and financial linkages between these two companies have supported the
Company in recent years as it builds on the many breakthrough achievements it has celebrated.
These ties will continue to strengthen as the Company positions itself as part of the international
group.
As a member of Ooredoo Group, the Company has access to use the mark, sub-marks and brand
assets of the Ooredoo Group in Indonesia including but not limited to use of names, images,
partnership, sponsorships, intellectual property, goods and marketing collateral.
This Affiliated Transaction offers the Company exclusive rights to these global assets.
The benefit of utilizing these marks, sub-marks and brand assets in Indonesia has been previously
assessed by international consultants i.e., through International Consultant 1 Report and
International Consultant 2 Report. The Company has considered those 2 (two) reports before the
Agreement was signed.
In addition to the above, the entering of the Company as a party in this Agreement will not limit
the right of the Company over its existing brands.
Based on the considerations above, the Company expects that the access to Ooredoo marks, submarks and brand assets will refresh the Company's business, increase future income and help the
Company to remain competitive.
2.
*
The Purpose and Benefit for the Company
By Revenue from 2006 – 2014.
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The purpose and benefit that could be obtained by the Company from the implementation of the
Affiliated Transaction, among others, are as follows:
(a)
Through this Affiliated Transaction, the Company will have exclusive access rights in
Indonesia to Ooredoo brand marks and assets including sponsorship assets, marketing
media, creative assets in the form of intellectual property rights, and to other creative data
owned by Ooredoo in the Ooredoo library. In addition, the Company will also obtain
access to research assets owned by Ooredoo.
(b)
The Ooredoo mark, sub-mark and brand assets are well-known and respected
internationally and in the telecommunications industry. The equity of these assets
continues to increase.
(c)
The Affiliated Transaction formalises the use of such assets in Indonesia. This supports
ongoing efforts to refresh external perceptions of the Company’s business, in accordance
with its strategy.
(d)
Closer relationship between the Company and Ooredoo has already led to new
partnerships with global industry leaders and helped expand the Company's business.
(e)
Through this Affiliated Transaction and associated benefits, the Company is expected to
be able to better compete both locally and internationally.
Taking the factors listed above, which is expected to be gained by the Company as explained
above, and further review to International Consultant 1 Report, International Consultant 2 Report
and Independent Appraiser report to asses the fairness of this Affiliated Transaction (provided in
section C of this Disclosure of Information), the Company moves to proceed with the Affiliated
Transaction.
3.
Object and Value
The object of the Affiliated Transaction between the Company and Ooredoo is the signing of the
Agreement.
According to the Agreement, the Company will pay the license fee based on the following
criteria:
(a)
Payment of the license fee will be conducted annually based on the Company's income in
the audited annual financial statement of the Company.
(b)
The Company will only pay this license fee if the Company has positive net profit after
the calculation of license fee, net profit means the net profit according to the published
audited annual financial statements of the Company.
(c)
The licensee fee will be paid based on certain percentage calculation from the Company's
Operating Revenue. This fee will not exceed 1.3% times the Company's Operating
Revenue.
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The Company's Operating Revenue means all income recorded by the Company in its
audited annual financial statements with respect to its business in Indonesia, which
include (i) Cellular revenue from consumer, B2B and digital business units (ii) Fixed wholesale and the Company Phone, (iii) MIDI business from the Company standalone,
(iv) fiber business. Intercompany revenue between Ooredoo Group, revenues from PT
Aplikanusa Lintasarta and the tower revenues are excluded from the definition of the
Company's Operating Revenue.
4.
Parties
A.
The Company
(i)
General Information
The Company, domiciled in Central Jakarta, is established pursuant to Deed of
Establishment No. 55 dated 10 November 1967 made before Mohamad Said
Tadjoedin, SH, Notary in Jakarta, announced in State Gazette No. 26 dated 29
March 1968, Supplement No. 24.
The Articles of Association of the Company have been amended several times
lastly pursuant to Deed No. 30 dated 10 June 2015 made before Aryanti Artisari,
SH, Notary in Jakarta, which has been notified to the MOLHR based on the
confirmation receipt from MOLHR No. AHU-AH.01.03-0946504 dated 29 June
2015.
The Company is domiciled in Central Jakarta with an address at Jl. Medan
Merdeka Barat No. 21, Gambir, Central Jakarta 10110. The Company's shares are
listed in Indonesia Stock Exchange with ISAT as the ticker symbol.
Pursuant to the Articles of Association of the Company, the purposes and
objectives of the Company are to engage in activities on the provision of
telecommunication networks, telecommunication services and informatics and/or
convergence technology services.
(ii)
Capital Structure and Shareholding Composition of the Company
As of the date of this Disclosure of Information, the capital structure, shareholder
composition and share ownership of the Company based on the Shareholders
Register of the Company as of 31 October 2015 issued by PT EDI Indonesia, as
the Shares Administration Bureau of the Company, are as follows:
Information
Number of Shares
Authorized Capital
- A Series Shares
- B Series Shares
Total of the Authorized
Capital
1
19,999,999,999
20,000,000,000
%
99.99
100.00
Nominal Value (IDR)
100
1.999,999,999,900
2,000,000,000,000
Issued and Paid-up Capital:
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A Series Shares:
Republic of
Indonesia
B Series Shares:
Ooredoo Asia Pte
Ltd
Republic of
Indonesia
Skagen Funds
(Skagen AS)
Public
Total amount of Issued
and Paid-up Capital
Shares in Portfolio
(iii)
1
-
100
3,532,056,600
65.00
353,205,660,000
776,624,999
14.29
77,662,499,900
292,528,950
5.38
29,252,895,000
832,722,950
5,433,933,500
15.33
100
83,272,295,000
543,393,350,000
14,566,066,500
1,456,606,650,000
Management and Supervision of the Company
As of the date of this Disclosure of Information, members of the Board of
Commissioners and the Board of Directors of the Company are as follows:
Board of Commissioners
President Commissioner
Commissioner
Commissioner
Commissioner
Commissioner
Commissioner
Commissioner
Independent Commissioner
Independent Commissioner
Independent Commissioner
:
:
:
:
:
:
:
:
:
:
Dr. Nasser Mohammed Marafih
Ahmed Yousef Ebrahim Al-Derbesti
Drs Beny Roelyawan
Cynthia Alison Gordon
Khalid Ibrahim A. Al-Mahmoud
Astera Primanto Bhakti
Chris Kanter
Richard Farnsworth Seney
Wijayanto Samirin
Elisa Lumbantoruan
:
:
:
:
:
Alexander Rusli
Caba Pinter
Herfini Haryono
Joy Wahjudi
John Martin Thompson
Board of Directors
President Director
Director
Director
Independent Director
Director
B.
Ooredoo
(i)
General Information
Ooredoo IP LLC, a company established under the laws of Qatar Financial Centre,
having its address at P.O. Box No: 217, Ooredoo Tower 100 West Bay Center,
The Corniche, Doha, Qatar with QFC Registration No: 00180.
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Pursuant to business license granted by authority of Qatar Financial Centre dated
18 November 2013, the business activities of Ooredoo are management offices
and other related functions in respect of holding and managing Ooredoo Q.S.C.
intellectual property rights within Ooredoo group companies.
(ii)
Capital Structure and Shareholding Composition of Ooredoo
On the date of this Disclosure of Information, 100% of Ooredoo's shares are
owned by Ooredoo Q.S.C.
Ooredoo QSC is an indirect shareholder of Ooredoo Asia Pte. Ltd.
(iii)
Management and Supervision of Ooredoo
On the date of this Disclosure of Information, the composition of the Board of
Directors of Ooredoo is as follows:
Directors
Director 1
Director 2
5.
:
:
H. E. Sh. Sauod Nasser F.N. Al Thani
Dr. Nasser Mohammed Marafih
Nature of Affiliation of the Parties
The implementation of the Affiliated Transaction as disclosed in this Disclosure of Information
involves parties that have an affiliated relationship, which is as follow:
(a)
Affiliation Based On Shares Ownership
Ooredoo is a subsidiary of Ooredoo Q.S.C, the Company is an indirect subsidiary of
Ooredoo Q.S.C.
(b)
Affiliation Based On Management
President Commissioner of the Company served as a director in Ooredoo i.e., Dr. Nasser
Mohammed Marafih.
This Affiliated Transaction is not a conflict of interest transaction mentioned in the Bapepam LK regulation No. IX.E.1 as there is no difference between the economic interest of the Company
and the personal economic interest of the members of the Board of Directors, the members of the
Board of Commissioners or the major shareholder which may cause loss to the Company. This is
also supported by the Fairness Opinion Report issued by the Independent Appraiser.
C.
OPINION OF INDEPENDENT APPRAISER
As stipulated in the Bapepam - LK Regulation No. IX.E.1, to ensure fairness of the Affiliated
Transaction conducted by the Company, the Company has requested the Independent Appraiser
to provide a Fairness Opinion Report on the Affiliated Transaction as presented in Fairness
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Opinion Report No: APP-B/KJPP-MPR/2015/XI/16/001 dated 16 November 2015 regarding the
Fairness Opinion of the proposed signing Agreement between the Company and Ooredoo
("Proposed Transaction").
Summary of the results of assessments conducted by the Independent Appraiser is as
follows:
a)
Identity of the Parties
-
b)
Company.
Ooredoo.
The Object of the Proposed Transaction
The Object of the Proposed Transaction is the signing of the Agreement between the
Company and Ooredoo, on the granting of a license to the Company to use among others
the mark, sub-marks and brand assets of the Ooredoo Group.
Therefore the base object of the Proposed Transaction is the Agreement.
c)
Nature of the Proposed Transaction
Based on the regulation by OJK regarding the Proposed Transaction that will be
performed by the Company, the nature of the transaction is divided as Affiliated
Transaction & Conflict of Interest Transaction as regulated in Bapepam - LK Regulation
No. IX.E.1 and as Material Transaction & Change of Main Business Activities as
regulated in Bapepam - LK Regulation No. IX.E.2.
Affiliated Transaction and Conflict of Interest
In accordance with the intention and purpose and also background of the Proposed
Transaction, the Company's management stated that the Proposed Transaction is
categorized as affiliated transaction and not contain elements of conflict of interest.
The affiliated nature of the Proposed Transaction is based on the relationship between the
Company and Ooredoo which are in one group with Ooredoo Group which owns 65%
shares of the Company in accordance with management letter of the Company No. 063/
A00/MKT/15 dated 11 November 2015.
Material Transaction and Change of Main Business Activities
Based on the consolidated financial statements of the Company as of 30 June 2015
audited by Tanudireja, Wibisana, Rintis & Rekan Public Accountant dated 27 August
2015, the equity value of the Company is IDR13,594 billion (thirteen trillion five
hundred ninety four billion Rupiah). Based on the management's confirmation on the
Proposed Transaction value resulting from the financial projection period as of July
2015 - 2020, the royalty expense is IDR1,554 billion (one trillion five hundred fifty four
billion Rupiah). Comparing this to the value of the Company's equity as of 30 June 2015,
the value of this Proposed Transaction is estimated will not exceed 20% of the
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Company’s equity or around 11.4% of the Company’s equity. Therefore, the Proposed
Transaction is not a Material Transaction and Change of Main Business Activities as
regulated under Bapepam - LK Regulation No. IX.E.2.
d)
Objective of the Valuation
The purpose of this fairness opinion is to ensure and express the fairness of the Proposed
Transaction that indicated as Affiliated Transaction as regulated in the Bapepam - LK
Regulation No. IX.E.1. Therefore the use of Fairness Opinion Report is for the benefit of
the internal management of the Company and OJK.
e)
Limitation and Assumptions
Independent Appraiser does not carry out the following activities:
1.
Complete review of the Company’s and its subsidiaries financial statement, but
only a limited review related to the purpose of assignment, including clarification
on the validity of documents, ownership of assets and the possibility of claims or
off-balance sheet on financial statements of the Company and its subsidiaries.
2.
Quantitative analysis of the long-term business plan is for five years, but the
Agreement has a period of ten years.
3.
The analysis for an extended period of time (over ten years), which in the
Agreement may be extended automatically for the next ten years and it can be
categorized as a series of transactions which quantitatively might be material in
accordance with the applicable OJK regulations.
4.
Business Valuation (equity) on the Company and the Company's subsidiaries
including the brand valuation.
5.
Property valuation (fixed assets) owned by the Company and the Company's
subsidiaries.
6.
Analysis on the tax implication for the parties in the Agreement.
7.
Business and financial feasibility study.
Based on the analysis of the Proposed Transaction, the Independent Appraiser has made
the following assumptions:
1.
The Company has provided all the informations related to the Proposed
Transaction and none of the information is not provided to the Appraiser.
2.
The long-term business plan for the first five years has considered the prudence
principles, therefore the steady growth may be a reflection of the business plan
for the next five years.
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f)
3.
The Agreement is for the first ten-years period.
4.
The management has convinced and followed the applicable OJK regulations
related to the Proposed Transaction.
5.
There is no significant change in the general conditions and macro economic
Indonesia that can affect changes in the general assumptions used in particular in
quantitative analysis.
6.
No regulatory changes in the industry that can significantly affect the
assumptions in the Company's long-term plan.
7.
That all information and data provided by the management of the Company is
true.
Assesment of the Proposed Transaction Methodology
The fairness analysis on the Proposed Transaction covers several aspects
methodology of preparation of a fairness opinion, which includes the following:
as the
a.
Analysis of the Proposed Transaction, which consists of identification and
relationship between the transacting parties, the agreement and the terms agreed
in the transaction, and the assessment of the risks and benefits of the proposed
transaction.
b.
Qualitative and quantitative analysis which includes company history and nature
of business, industry and environmental analysis, operational analysis and
prospects of the company, reasons for the transaction, gains and losses that are
qualitatively on the proposed transaction. It also includes the quantitative
analysis of historical performances, cashflow valuation, assessment of financial
projections, financial ratio analysis and analysis of financial statements before
the transaction and financial statements proforma after the transaction. In the
quantitative analysis, we also conducted an incremental analysis such as valueadded contribution to the company as a result of the proposed transaction,
including the impact on the company's financial projections, and sensitivity
analysis to measure the advantages and disadvantages of the transaction to be
performed.
c.
Analysis of the transaction value including comparison between the value of the
proposed transaction and the value of the conducted transaction, as well as
analysis to ensure that the proposed transaction provides incremental value.
d.
Analysis of relevant factors, such as analysis of relevant costs and revenues and
non-financial information, procedures of decision making by the company while
determining the transaction plan and value of transaction.
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g)
Fairness Opinion Conclusion on the Proposed Transaction
Based on a qualitative and quantitative analysis of the Proposed Transaction and the
factors that are relevant in providing fairness opinion on the Proposed Transaction of the
Company, the Proposed Transaction is FAIR.
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D.
ADDITIONAL INFORM
MATION
Fo
or the Comp
pany's shareholders who
o need furtheer information regarding
g the Transaaction
which
w
have beeen stated in this Disclosu
ure, please coontact:
PT In
ndosat Tbk
Head Office
Jl. Medan
M
Merdeeka Barat No.. 21, Gambir
Central Jakarta, 101110
Jakarta, 18 November 2015
Up. Investor
I
Rela
ations/Corporrate Secretaryy
Email: invvestor@indosaat.com
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