tbig buyback 15sept2016 eng
INFORMATION TO SHAREHOLDERS IN RELATION TO
THE PROPOSED PLAN TO CONDUCT SHARES BUYBACK OF
PT TOWER BERSAMA INFRASTRUCTURE Tbk.
THIS INFORMATION IS IMPORTANT TO BE READ BY THE SHAREHOLDERS OF THE COMPANY
If you have difficulty understanding this information or uncertain in making a decision, you should consult a stockbroker,
investment manager, legal counsel, accountant or other professional advisers.
The Commissioners and Directors of the Company, either individually or jointly, take full responsibility for the accuracy and
completeness of all information or material facts contained in this information and confirm that to the best knowledge of the
Company, there is no relevant and important facts that are not put forward that can cause the information or material fact in this
information to be incorrect and/or misleading.
PT TOWER BERSAMA INFRASTRUCTURE Tbk. (the “Company”)
Business Activities:
Integrated Telecommunications Infrastructure Services Provider through its Subsidiaries
Domiciled in South Jakarta, Indonesia
Headquarter:
The Convergence Indonesia, Lantai 11
Kawasan Rasuna Epicentrum, Jl. Epicentrum Boulevard Barat
Jakarta Selatan 12940 – Indonesia
Telepon : +62-21 8062 9300 Faksimili: +62-21 2157 2015
Email: corporate.secretary@tower-bersama.com
Website: www.tower-bersama.com
The Company hereby informs the shareholders that the Company plans to carry out shares buyback on the Company's shares that have
been issued and listed on the Indonesia Stock Exchange ( "IDX") as much as 5% (five percent) of the total issued and fully paid or up to
236,000,000 (two hundred and thirty six million) shares of the Company ( "Company Shares Buyback") which will be done gradually over
a period of 18 (eighteen) months from the approval of the Company Shares Buyback by the General Meeting of Shareholders Company
with reference to the Law No. 40 of 2007 on Limited Liability Companies ( "Company Law") and Rule No. XI.B.2 Attachment of Bapepam
Chairman Decree No. KEP-105 / BL / 2010 dated 13 April 2010 regarding Shares Buyback by Issuers Or Public Companies ( "Rule No.
XI.B.2").
Pursuant to the Company Shares Buyback plan, in accordance with applicable laws, will require the approval of the Extraordinary General
Meeting Shareholders ( "EGMS") of the Company and the Company will hold an EGMS on Monday, October 24, 2016 or such other date
as the journment/continuation thereof. Announcement of EGMS will be placed at least in 1 (one) Indonesian language newspapers, which
has a nationwide circulation, the Indonesian Stock Exchange Website and the Company’s Website (www.tower-bersama.com) on
September 15, 2016. Shareholders that have the right to attend the EGMS are those whose names are duly registered within the
Company’s Corporate Registry and/or Company’s shareholders with subaccounts at PT Kustodian Sentral Efek Indonesia (“KSEI”) by the
end of trades at the Indonesia Stock Exchange (IDX) on September 29, 2016.
This Information Disclosure is issued on 15 September 2016
1
INFORMATION REGARDING COMPANY SHARES BUYBACK
This information is made for the benefit of shareholders of the Company so shareholders get full information about the plan of the
Company Shares so that the shareholders can make decision related to the plan of Company Shares Buyback of up to 5% from the total
shares issued and paid or up to 236,000,000 shares.
Based on the Company’s Articles Association, Company Law, the Company Shares Buyback requires shareholders approval from EGMS
that must be attended by shareholders representing at least 2/3 (two thirds) of the total shares with lawful voting rights and must be
approved by at least 2/3 (two thirds) of the total votes lawfully cast at the meeting.
A.
BACKGROUND, CONSIDERATION AND PURPOSE OF THE COMPANY SHARES BUYBACK
The Board of Director intends to seek EGMS approval for Company Shares Buyback plan based on the following consideration:
The Company’s performance has improved and has generated cash flow in excess of the amount necessary to
maintainimprovement and growth. Currently, the Company has a good level of indebtedness (leverage), and the Company still
has the opportunity to increase its leverage when needed.
Total unappropriated retained earnings as of 30 June 2016 was Rp 3,726,091,000,000
Maximum shares buyback are 236,000,000 shares or 5% of the Company’s total shares issued and paid.
B.
ESTIMATED COST OF COMPANY SHARES BUYBACK, ESTIMATED NOMINAL VALUE OF THE COMPANY SHARES
BUYBACK
The Company Shares Buyback will funded from the Company’s Retained Earnings. Based on Article 37 paragraph 1 point (a) of Company
Law which stated “the re-purchase of shares does not cause the net assets of the Company to become less than the paid-in capital plus
the statutory reserves set aside.” Hence, The Company will allocate funds from the Company’s retained earnings for the purpose of this
Company Shares Buyback. Summary of the Company’s Equity balance as of 30 June 2016 are as follows:
EQUITY
Share Capital
Additional Paid-in Capital – net
Treasury Shares
Other Comprehensive Income
Retained Earnings
Staturoy Reserves
Unappropriated
Non-controlling Interest
TOTAL EQUITY
AS OF 30 JUNE 2016
(in million Rupiah)
479,653
115,519
(1,262,942)
(984,746)
55,100
3,726,091
66,161
2,194,836
The funds reserved for the Company Shares Buyback will not exceed Rp 1,500,000,000,000. The funds include transaction fee,
brokerage fee and other costs to be incurred. Maximum shares buyback are 236,000,000 shares or 5% of the Company’s total shares
issued and paid.
C.
THE COMPANY’S PLAN IN RESPECT OF THE BUYBACK SHARES
The Company plans to keep the shares that have been bought back as treasury shares for maximum 3 years, however, the Company can
at any time transfer these treasury shares (according to paragraph 4 point a of Rule XI.B.2) through the following methods:
1.
Sell in the market or off market;
2.
Cancellation through capital reduction;
3.
Employee Stock Option Plan or Employee Stock Purchase Plan; or
4.
Equity conversion funding
The shares that have been bought back do not have voting rights in the General Meeting of Shareholders and cannot be counted to define
a quorum and those shares are not entitled to dividend.
D.
PERIOD OF TRANSACTION
The Company Shares Buyback will be done gradually over a period of time after receiving approval from the EGMS as required by Rule
No. XI.B.2, which is 18 months starting from 25 October 2016 until 25 April 2018 and/or other date as determined by EGMS by taking into
consideration the applicable rules and regulations.
E.
LIMITATION OF SHARE PRICE IN RELATION TO THE COMPANY SHARES BUYBACK
The price for the Company Shares Buyback shall be less than or equal to the previous trading price on the stock exchange as regulated in
Item 3 letter c of Rule XI.B.2.
2
As a reference, the closing price of the Company’s Shares during 25 consecutive trading days before the date of this Information
Disclosure on the Indonesia Stock Exchange were as follows:
Date
9 August 2016
10 August 2016
11 August 2016
12 August 2016
15 August 2016
16 August 2016
18 August 2016
19 August 2016
22 August 2016
Closing
Price
(Rp)
5,900
5,925
5,875
5,925
5,850
5,875
5,975
5,900
5,975
Date
23 August 2016
24 August 2016
25 August 2016
26 August 2016
29 August 2016
30 August 2016
31 August 2016
1 September 2016
2 September 2016
Closing
Price
(Rp)
5,900
5,800
5,825
5,825
5,800
5,750
5,575
5,625
5,550
Date
5 September 2016
6 September 2016
7 September 2016
8 September 2016
9 September 2016
13 September 2016
14 September 2016
Closing
Price
(Rp)
5,575
5,625
5,600
5,575
5,575
5,700
5,625
F.
PROCEDURE FOR THE COMPANY SHARES BUYBACK TRANSACTION
1.
The Company will appoint PT Indo Premier Securities to buyback the shares from 25 October 2016 until 25 April 2018 and/or other
dates as determined by the EGMS by taking into considerations applicable rules and regulations.
The Company Shares Buyback will be done though the Indonesia Stock Exchange.
The shares buyback price shall be less than or equal to the previous transaction price.
The following parties:
a. Commissioner, director, employee and the majority shareholder;
b. Any individual due to its profession or business relationship with the Company which may give that particular individual insider
information; or
c. Any party who is in the past 6 months no longer be a party as disclosed in point a and be above;
is prohibited to have transaction on the Company’s shares on the same day as the day of Company Shares Buyback.
2.
3.
4.
MANAGEMENT DISCUSSION AND ANALYSIS
A.
ESTIMATED DECREASE OF COMPANY’S EARNINGS AS A REULST OF COMPANY SHARES BUYBACK AND THE
IMPACT OF FINANCING COST OF THE COMPANY
Using Rp.1,500,000,000,000 as total fund to be allocated for this Company Shares Buyback, total assets, total equity and profit of the
Company will decrease. Howver, the Company believes that the implementation of the Company Shares Buyback transaction will not
give significant negative impact to the Company’s operations considering the Company has enough working capital dan cashflow
availability to fund the transaction as well the Company’s operations.
B.
PROFORMA COMPANY’S EPS AFTER THE COMPANY SHARES BUYBACK BY TAKING INTO ACCOUNT THE
DECREASE IN EARNINGS
Below are the proforma of Earning per Share (EPS), ROA and ROE ratios using Consollidated Financial Statement date 30 June 2016 by
taking into consideration the cost of the Company Shares Buyback of Rp. 1,500,000,000,000, including transaction fee, brokerage fee and
other costs to be incurred for maximum 236,000,000 shares or 5% of total issued and fully paid-in capital.
Total Assets *
Net Profit*
Total Equity*
Total Number of Shares Issued
Earnings per Share
Return on Asset (ROA)
Return on Equity (ROE)
*) in million Rupiah
Before Company Shares
Buybak
23,053,485
851,635
2,194,836
4,796,526,199
196.29
3.7%
38.8%
30 June 2016
Impact
(1,500,000)
(1,500,000)
After Company Shares
Buyback
21,553,485
851,635
694,836
4,796,526,199
196.29
4.0%
122.6%
3
C.
CAPITAL STRUCTURE BEFORE AND AFTER COMPANY SHARES BUYBACK*
DESCRIPTION
Authorized Capital
Issued and Fully Paid-in Capital
1 PT Wahana Anugerah Sejahtera
2 PT Provident Capital Indonesia
3 Board of Commissioners and
Board of Directors
Edwin Soeryadjaya
Winato Kartono
Herman Setya Budi
Hardi Wijaya Liong
Budianto Purwahjo
Helmy Yusman Santoso
Gusandi Sjamsudin
4. Masyarakat
- Shareholding more than 5%
JPMCC-SPO PARTNERS II, LP
- Sharheolding less than 5%
Total
Treasury Shares
Total Issued and Fully Paid-in Capital
Shares in Portolio
*) as of 31 Agustus 2016
D.
BEFORE COMPANY SHARES BUYBACK
NOMINAL
NO. OF SHARES
%
AMOUNT (Rp)
14,420,120,000
1,442,012,000,000
-
AFTER COMPANY SHARES BUYBACK
NOMINAL
NO. OF SHARES
%
AMOUNT (Rp)
14,420,120,000 1,442,012,000,000
-
1,319,871,198
1,199,640,806
131,987,119,800
119,964,080,600
27.52
25.01
1,319,871,198
1,199,640,806
131,987,119,800
119,964,080,600
27.52
25.01
14,296,366
27,343,963
725,000
13,671,981
1,005,000
625,000
390,000
1,429,636,600
2,734,396,300
72,500,000
1,367,198,100
100,500,000
62,500,000
39,000,000
0.30
0.57
0.02
0.29
0.02
0.01
0.01
14,296,366
27,343,963
725,000
13,671,981
1,005,000
625,000
390,000
1,429,636,600
2,734,396,300
72,500,000
1,367,198,100
100,500,000
62,500,000
39,000,000
0.30
0.57
0.02
0.29
0.02
0.01
0.01
313,567,243
1,673,040,932
4,564,177,489
232,348,710
4,796,526,199
9,623,593,801
31,356,724,300
167,304,093,200
456,417,748,900
23,234,871,000
479,652,619,900
962,359,380,100
6.54
34.88
95.16
4.84
100.00
-
313,567,243
1,437,040,932
4,328,177,489
468,348,710
4,796,526,199
9,623,593,801
31,356,724,300
143,704,093,20
432,817,748,900
46,834,871,000
479,652,619,900
962,359,380,100
6.54
29.96
90.24
9.76
100.00
-
MANAGEMENT DISCUSSION AND ANALYSIS RELATED TO THE IMPACT OF COMPANY SHARES BUYBACK TO
COMPANY’S OPERATIONS AND GROWTH
The Company has financial flexibility to conduct Company Shares Buyback for maximum Rp.1,500,000,000,000. With the Company
Shares Buyback will increase the EPS as the total number of shares outstanding declines and dividend distributed to the shareholders
increases. This condition is expected to maintain stability of the Company’s share price in the future. Company’s share price could still be
fluctuated and the Company’s share price could decline which basically does not reflect the fundemental conditions and prospects of the
Company.
The Company Shares Buyback wlil provide flexibility to achieve efficient capital structure which allows the Company to increase EPS and
ROE.
PERIOD OF TRANSACTION
The Company Shares Buyback will be undertaken after approval by the EGMS is obtained. Based on Rule XI.B.2, the period for
Company Shares Buyback shall be a maximum of 18 (eighteen) months effective as of the date of the EGMS that approves the proposed
plan of Company Shares Buyback.
The Company’s management may terminate the Company Shares Buyback program at any time before the period of 18 (eighteen)
months elapses, if the management of the Company deems necessary. If the Company Shares Buyback is terminated, the Company will
make a disclosure regarding that termination based on Rule No. 31/POJK.04/2015 regarding Disclosure of Information and Material Facts.
GENERAL MEETING OF SHAREHOLDERS
With respect to the proposed Company Shares Buyback as explained in this Disclosure of Information, the Company intends to request
approval from the shareholders in the Company’s EGMS which will be convened on Monday, 24 October 2016. EGMS will be held
according to the Company Law, Rule No.XI.B.2, and OJK Rule No. 32/POJK.04/2014 dated 8 December 2014 regarding Plan and
Implementation of Company’s GMS and Articles of Assocation.Therefore, EGMS must be attended by shareholders representing at least
2/3 (two thirds) of the total shares with lawful voting rights and must be approved by at least 2/3 (two thirds) of the total votes lawfully cast
at the meeting.
4
ADDITIONAL INFORMATION
For further information in respect of the above, shareholders may contact the Company during business hours at:
PT TOWER BERSAMA INFRASTRUCTURE Tbk.
Corporate Secretary
The Convergence Indonesia, 11th Floor
Kawasan Rasuna Epicentrum, Jl. Epicentrum Boulevard Barat
Jakarta Selatan 12940 – Indonesia
Tel : +62-21 2924 8900 Fax: +62-21 2157 2015
Email: corporate.secretary@tower-bersama.com
Website: www.tower-bersama.com
5
THE PROPOSED PLAN TO CONDUCT SHARES BUYBACK OF
PT TOWER BERSAMA INFRASTRUCTURE Tbk.
THIS INFORMATION IS IMPORTANT TO BE READ BY THE SHAREHOLDERS OF THE COMPANY
If you have difficulty understanding this information or uncertain in making a decision, you should consult a stockbroker,
investment manager, legal counsel, accountant or other professional advisers.
The Commissioners and Directors of the Company, either individually or jointly, take full responsibility for the accuracy and
completeness of all information or material facts contained in this information and confirm that to the best knowledge of the
Company, there is no relevant and important facts that are not put forward that can cause the information or material fact in this
information to be incorrect and/or misleading.
PT TOWER BERSAMA INFRASTRUCTURE Tbk. (the “Company”)
Business Activities:
Integrated Telecommunications Infrastructure Services Provider through its Subsidiaries
Domiciled in South Jakarta, Indonesia
Headquarter:
The Convergence Indonesia, Lantai 11
Kawasan Rasuna Epicentrum, Jl. Epicentrum Boulevard Barat
Jakarta Selatan 12940 – Indonesia
Telepon : +62-21 8062 9300 Faksimili: +62-21 2157 2015
Email: corporate.secretary@tower-bersama.com
Website: www.tower-bersama.com
The Company hereby informs the shareholders that the Company plans to carry out shares buyback on the Company's shares that have
been issued and listed on the Indonesia Stock Exchange ( "IDX") as much as 5% (five percent) of the total issued and fully paid or up to
236,000,000 (two hundred and thirty six million) shares of the Company ( "Company Shares Buyback") which will be done gradually over
a period of 18 (eighteen) months from the approval of the Company Shares Buyback by the General Meeting of Shareholders Company
with reference to the Law No. 40 of 2007 on Limited Liability Companies ( "Company Law") and Rule No. XI.B.2 Attachment of Bapepam
Chairman Decree No. KEP-105 / BL / 2010 dated 13 April 2010 regarding Shares Buyback by Issuers Or Public Companies ( "Rule No.
XI.B.2").
Pursuant to the Company Shares Buyback plan, in accordance with applicable laws, will require the approval of the Extraordinary General
Meeting Shareholders ( "EGMS") of the Company and the Company will hold an EGMS on Monday, October 24, 2016 or such other date
as the journment/continuation thereof. Announcement of EGMS will be placed at least in 1 (one) Indonesian language newspapers, which
has a nationwide circulation, the Indonesian Stock Exchange Website and the Company’s Website (www.tower-bersama.com) on
September 15, 2016. Shareholders that have the right to attend the EGMS are those whose names are duly registered within the
Company’s Corporate Registry and/or Company’s shareholders with subaccounts at PT Kustodian Sentral Efek Indonesia (“KSEI”) by the
end of trades at the Indonesia Stock Exchange (IDX) on September 29, 2016.
This Information Disclosure is issued on 15 September 2016
1
INFORMATION REGARDING COMPANY SHARES BUYBACK
This information is made for the benefit of shareholders of the Company so shareholders get full information about the plan of the
Company Shares so that the shareholders can make decision related to the plan of Company Shares Buyback of up to 5% from the total
shares issued and paid or up to 236,000,000 shares.
Based on the Company’s Articles Association, Company Law, the Company Shares Buyback requires shareholders approval from EGMS
that must be attended by shareholders representing at least 2/3 (two thirds) of the total shares with lawful voting rights and must be
approved by at least 2/3 (two thirds) of the total votes lawfully cast at the meeting.
A.
BACKGROUND, CONSIDERATION AND PURPOSE OF THE COMPANY SHARES BUYBACK
The Board of Director intends to seek EGMS approval for Company Shares Buyback plan based on the following consideration:
The Company’s performance has improved and has generated cash flow in excess of the amount necessary to
maintainimprovement and growth. Currently, the Company has a good level of indebtedness (leverage), and the Company still
has the opportunity to increase its leverage when needed.
Total unappropriated retained earnings as of 30 June 2016 was Rp 3,726,091,000,000
Maximum shares buyback are 236,000,000 shares or 5% of the Company’s total shares issued and paid.
B.
ESTIMATED COST OF COMPANY SHARES BUYBACK, ESTIMATED NOMINAL VALUE OF THE COMPANY SHARES
BUYBACK
The Company Shares Buyback will funded from the Company’s Retained Earnings. Based on Article 37 paragraph 1 point (a) of Company
Law which stated “the re-purchase of shares does not cause the net assets of the Company to become less than the paid-in capital plus
the statutory reserves set aside.” Hence, The Company will allocate funds from the Company’s retained earnings for the purpose of this
Company Shares Buyback. Summary of the Company’s Equity balance as of 30 June 2016 are as follows:
EQUITY
Share Capital
Additional Paid-in Capital – net
Treasury Shares
Other Comprehensive Income
Retained Earnings
Staturoy Reserves
Unappropriated
Non-controlling Interest
TOTAL EQUITY
AS OF 30 JUNE 2016
(in million Rupiah)
479,653
115,519
(1,262,942)
(984,746)
55,100
3,726,091
66,161
2,194,836
The funds reserved for the Company Shares Buyback will not exceed Rp 1,500,000,000,000. The funds include transaction fee,
brokerage fee and other costs to be incurred. Maximum shares buyback are 236,000,000 shares or 5% of the Company’s total shares
issued and paid.
C.
THE COMPANY’S PLAN IN RESPECT OF THE BUYBACK SHARES
The Company plans to keep the shares that have been bought back as treasury shares for maximum 3 years, however, the Company can
at any time transfer these treasury shares (according to paragraph 4 point a of Rule XI.B.2) through the following methods:
1.
Sell in the market or off market;
2.
Cancellation through capital reduction;
3.
Employee Stock Option Plan or Employee Stock Purchase Plan; or
4.
Equity conversion funding
The shares that have been bought back do not have voting rights in the General Meeting of Shareholders and cannot be counted to define
a quorum and those shares are not entitled to dividend.
D.
PERIOD OF TRANSACTION
The Company Shares Buyback will be done gradually over a period of time after receiving approval from the EGMS as required by Rule
No. XI.B.2, which is 18 months starting from 25 October 2016 until 25 April 2018 and/or other date as determined by EGMS by taking into
consideration the applicable rules and regulations.
E.
LIMITATION OF SHARE PRICE IN RELATION TO THE COMPANY SHARES BUYBACK
The price for the Company Shares Buyback shall be less than or equal to the previous trading price on the stock exchange as regulated in
Item 3 letter c of Rule XI.B.2.
2
As a reference, the closing price of the Company’s Shares during 25 consecutive trading days before the date of this Information
Disclosure on the Indonesia Stock Exchange were as follows:
Date
9 August 2016
10 August 2016
11 August 2016
12 August 2016
15 August 2016
16 August 2016
18 August 2016
19 August 2016
22 August 2016
Closing
Price
(Rp)
5,900
5,925
5,875
5,925
5,850
5,875
5,975
5,900
5,975
Date
23 August 2016
24 August 2016
25 August 2016
26 August 2016
29 August 2016
30 August 2016
31 August 2016
1 September 2016
2 September 2016
Closing
Price
(Rp)
5,900
5,800
5,825
5,825
5,800
5,750
5,575
5,625
5,550
Date
5 September 2016
6 September 2016
7 September 2016
8 September 2016
9 September 2016
13 September 2016
14 September 2016
Closing
Price
(Rp)
5,575
5,625
5,600
5,575
5,575
5,700
5,625
F.
PROCEDURE FOR THE COMPANY SHARES BUYBACK TRANSACTION
1.
The Company will appoint PT Indo Premier Securities to buyback the shares from 25 October 2016 until 25 April 2018 and/or other
dates as determined by the EGMS by taking into considerations applicable rules and regulations.
The Company Shares Buyback will be done though the Indonesia Stock Exchange.
The shares buyback price shall be less than or equal to the previous transaction price.
The following parties:
a. Commissioner, director, employee and the majority shareholder;
b. Any individual due to its profession or business relationship with the Company which may give that particular individual insider
information; or
c. Any party who is in the past 6 months no longer be a party as disclosed in point a and be above;
is prohibited to have transaction on the Company’s shares on the same day as the day of Company Shares Buyback.
2.
3.
4.
MANAGEMENT DISCUSSION AND ANALYSIS
A.
ESTIMATED DECREASE OF COMPANY’S EARNINGS AS A REULST OF COMPANY SHARES BUYBACK AND THE
IMPACT OF FINANCING COST OF THE COMPANY
Using Rp.1,500,000,000,000 as total fund to be allocated for this Company Shares Buyback, total assets, total equity and profit of the
Company will decrease. Howver, the Company believes that the implementation of the Company Shares Buyback transaction will not
give significant negative impact to the Company’s operations considering the Company has enough working capital dan cashflow
availability to fund the transaction as well the Company’s operations.
B.
PROFORMA COMPANY’S EPS AFTER THE COMPANY SHARES BUYBACK BY TAKING INTO ACCOUNT THE
DECREASE IN EARNINGS
Below are the proforma of Earning per Share (EPS), ROA and ROE ratios using Consollidated Financial Statement date 30 June 2016 by
taking into consideration the cost of the Company Shares Buyback of Rp. 1,500,000,000,000, including transaction fee, brokerage fee and
other costs to be incurred for maximum 236,000,000 shares or 5% of total issued and fully paid-in capital.
Total Assets *
Net Profit*
Total Equity*
Total Number of Shares Issued
Earnings per Share
Return on Asset (ROA)
Return on Equity (ROE)
*) in million Rupiah
Before Company Shares
Buybak
23,053,485
851,635
2,194,836
4,796,526,199
196.29
3.7%
38.8%
30 June 2016
Impact
(1,500,000)
(1,500,000)
After Company Shares
Buyback
21,553,485
851,635
694,836
4,796,526,199
196.29
4.0%
122.6%
3
C.
CAPITAL STRUCTURE BEFORE AND AFTER COMPANY SHARES BUYBACK*
DESCRIPTION
Authorized Capital
Issued and Fully Paid-in Capital
1 PT Wahana Anugerah Sejahtera
2 PT Provident Capital Indonesia
3 Board of Commissioners and
Board of Directors
Edwin Soeryadjaya
Winato Kartono
Herman Setya Budi
Hardi Wijaya Liong
Budianto Purwahjo
Helmy Yusman Santoso
Gusandi Sjamsudin
4. Masyarakat
- Shareholding more than 5%
JPMCC-SPO PARTNERS II, LP
- Sharheolding less than 5%
Total
Treasury Shares
Total Issued and Fully Paid-in Capital
Shares in Portolio
*) as of 31 Agustus 2016
D.
BEFORE COMPANY SHARES BUYBACK
NOMINAL
NO. OF SHARES
%
AMOUNT (Rp)
14,420,120,000
1,442,012,000,000
-
AFTER COMPANY SHARES BUYBACK
NOMINAL
NO. OF SHARES
%
AMOUNT (Rp)
14,420,120,000 1,442,012,000,000
-
1,319,871,198
1,199,640,806
131,987,119,800
119,964,080,600
27.52
25.01
1,319,871,198
1,199,640,806
131,987,119,800
119,964,080,600
27.52
25.01
14,296,366
27,343,963
725,000
13,671,981
1,005,000
625,000
390,000
1,429,636,600
2,734,396,300
72,500,000
1,367,198,100
100,500,000
62,500,000
39,000,000
0.30
0.57
0.02
0.29
0.02
0.01
0.01
14,296,366
27,343,963
725,000
13,671,981
1,005,000
625,000
390,000
1,429,636,600
2,734,396,300
72,500,000
1,367,198,100
100,500,000
62,500,000
39,000,000
0.30
0.57
0.02
0.29
0.02
0.01
0.01
313,567,243
1,673,040,932
4,564,177,489
232,348,710
4,796,526,199
9,623,593,801
31,356,724,300
167,304,093,200
456,417,748,900
23,234,871,000
479,652,619,900
962,359,380,100
6.54
34.88
95.16
4.84
100.00
-
313,567,243
1,437,040,932
4,328,177,489
468,348,710
4,796,526,199
9,623,593,801
31,356,724,300
143,704,093,20
432,817,748,900
46,834,871,000
479,652,619,900
962,359,380,100
6.54
29.96
90.24
9.76
100.00
-
MANAGEMENT DISCUSSION AND ANALYSIS RELATED TO THE IMPACT OF COMPANY SHARES BUYBACK TO
COMPANY’S OPERATIONS AND GROWTH
The Company has financial flexibility to conduct Company Shares Buyback for maximum Rp.1,500,000,000,000. With the Company
Shares Buyback will increase the EPS as the total number of shares outstanding declines and dividend distributed to the shareholders
increases. This condition is expected to maintain stability of the Company’s share price in the future. Company’s share price could still be
fluctuated and the Company’s share price could decline which basically does not reflect the fundemental conditions and prospects of the
Company.
The Company Shares Buyback wlil provide flexibility to achieve efficient capital structure which allows the Company to increase EPS and
ROE.
PERIOD OF TRANSACTION
The Company Shares Buyback will be undertaken after approval by the EGMS is obtained. Based on Rule XI.B.2, the period for
Company Shares Buyback shall be a maximum of 18 (eighteen) months effective as of the date of the EGMS that approves the proposed
plan of Company Shares Buyback.
The Company’s management may terminate the Company Shares Buyback program at any time before the period of 18 (eighteen)
months elapses, if the management of the Company deems necessary. If the Company Shares Buyback is terminated, the Company will
make a disclosure regarding that termination based on Rule No. 31/POJK.04/2015 regarding Disclosure of Information and Material Facts.
GENERAL MEETING OF SHAREHOLDERS
With respect to the proposed Company Shares Buyback as explained in this Disclosure of Information, the Company intends to request
approval from the shareholders in the Company’s EGMS which will be convened on Monday, 24 October 2016. EGMS will be held
according to the Company Law, Rule No.XI.B.2, and OJK Rule No. 32/POJK.04/2014 dated 8 December 2014 regarding Plan and
Implementation of Company’s GMS and Articles of Assocation.Therefore, EGMS must be attended by shareholders representing at least
2/3 (two thirds) of the total shares with lawful voting rights and must be approved by at least 2/3 (two thirds) of the total votes lawfully cast
at the meeting.
4
ADDITIONAL INFORMATION
For further information in respect of the above, shareholders may contact the Company during business hours at:
PT TOWER BERSAMA INFRASTRUCTURE Tbk.
Corporate Secretary
The Convergence Indonesia, 11th Floor
Kawasan Rasuna Epicentrum, Jl. Epicentrum Boulevard Barat
Jakarta Selatan 12940 – Indonesia
Tel : +62-21 2924 8900 Fax: +62-21 2157 2015
Email: corporate.secretary@tower-bersama.com
Website: www.tower-bersama.com
5