02 KI Penambahan Modal 2016 English
TRANSPARENCY OF INFORMATION TO SHAREHOLDERS
REGARDING CAPITAL INCREASE PLAN
WITHOUT GIVING PREEMPTIVE RIGHTS
This transparency of information is made and done in the
framework of fulfilling the Regulation of Financial Service
Authority Number 38/POJK.04/2014 regarding Capital Increase of
Limited Liability Company Without Giving Preemptive Rights
(“POJK 38/2014”).
Business Activity:
Telecommunication Service and Network
Having its Domicile in Central Jakarta, Indonesia
Address of Head Office:
Jl. H. Agus Salim No.45
Menteng, Jakarta Pusat 10340
Phone: (021) 50538888
Website: www.smartfren.com
Transparency of Information as referred to in this publication
is conveyed to the shareholders of PT Smartfren Telecom Tbk.
(“Company”)
in
relation
to
the
plan
of
the
Company
on
increasing
Capital
Without
Giving
Preemptive
Rights
(“PMTHMETD”) in the framework of replacement of shares of PT
Wahana Inti Nusantara of 1,000,000,000 (one billion) shares,
in reference to POJK 38/2014 and Regulation of BEI No. 1-A
regarding
Nature
listing
other
of
than
Shares
Shares
or
Stocks
issued
by
that
the
are
Equity
Listed
in
Company,
Appendix to Decision of Directors of PT Bursa Efek Indonesia
No. Kep-00001/BEI/01-2014 dated January 20, 2014 (“Regulation
of
BEI
No.
1-A”)
and
article
4
paragraph
3
of
Company’s
Articles of Association.
Directors
and
Board
of
Commissioners
of
Company,
either
severally or jointly, declare to be fully responsible for the
accuracy
and
disclosed
in
completeness
this
of
publication
all
and
material
the
information
information
is
as
not
misleading the shareholders.
Transparency of this information was conveyed in Jakarta on
May 23, 2016
TRANSPARENCY OF INFORMATION TO SHAREHOLDERS REGARDING CAPITAL
INCREASE PLAN WITHOUT GIVING PREEMPTIVE RIGHTS OF PT SMARTFREN
TELECOM TBK (“COMPANY”)
I.
INTRODUCTION
Information
as
contained
in
this
transparency
of
information is conveyed by the Directors and the Board of
Commissioners
shareholders
of
in
the
order
Company
that
the
to
the
Company’s
shareholders
obtain
information in full regarding the plan of the company to
implement the PMTHMETD as set out in the POJK 38/2014.
Based
38/2014
on
the
and
prevailing
Company’s
legislation,
Articles
of
including
Association,
POJK
the
capital increase of the Company as mentioned in the this
transparency of information shall first obtain approval
from the Extraordinary General Meeting of Shareholders
(“EGMS”) of the Company. The Company gives information as
contained in this Transparency of Information aiming at
giving the plan on PMTHMETD to be implemented by the
Company, so the Company’s shareholders may give their
approval in the EGMS of the Company to be convened on
Wednesday, June 29, 2016. The notification on the Plan of
the EGMS of the Company is already publicized through
advertisement in the Media Indonesia daily, website of PT
Bursa Efek Indonesia (“BEI”) and website of the Company
on May 23, 2016.
This transaction is a affiliate transaction as set out in
the Regulation of Bapepam (Investment Coordinating Board)
and
LK
(Financial
Institution)
No.
IX.E.1
regarding
Affiliate Transaction and Conflict of Interest of Certain
Transaction,
Appendix
to
the
Decision
of
the
Head
of
Bapepam (Investment Coordinating Board) and LK (Financial
Institution) No. Kep-412/BL/2009 dated November 25, 2009
(“Regulation IX.E.1”), but excepted by virtue of article
16 POJK 38/2014. This transaction does not constitute
transaction of Conflict of Interest based on Regulation
IX.E.1.
II.
PARTICULARS ON PLAN ON PMTHMETD
A.
REASON AND OBJECTIVE
Based on Deed of Transfer and Assignment of Shares
No.299 dated December 15, 2014, drawn up before Sri
Hidianingsih AS, S.H., Notary Public in Jakarta, at
the request of the Company, PT Wahana Inti Nusantara
(“WIN”)
as
one
of
Company’s
shareholders
has
delivered 1,000,000,000 (one billion) of Company’s
shares belonging to WIN to PT Bakrie Telecom Tbk.
(“BTEL”) to fulfill obligation of the Company
mentioned in the Agreement on
as
Merger of Business
Activity
of
the
Telecommunication
Network
dated
October 30, 2014 between the Company and BTEL.
Based on the Agreement on Compensation of Payment
Obligation
dated
December
15,
2014
between
the
Company and WIN, the Company shall deliver to the
WIN the shares replacement with total shares and the
same nominal value of shares as the shares delivered
by the WIN to BTEL, within not later than December
15, 2017.
B.
NEW SHARES ISSUANCE
The
Company
plans
on
implementing
PMTHMETD
of
1,000,000,000 (one billion) shares (“New Shares”) to
replace the shares of WIN as already delivered to
BTEL, of which in this case the total New Shares
shall
constitute
0.97%
out
of
total
shares
circulating at this time. This PMTHMETD shall be
implemented at the same within 90 (ninety days) as
of
approval
by
the
EGMS
of
the
Company
to
be
performed on Wednesday, June 29, 2016.
All of the new shares shall be listed with BEI and
pursuant
to
Regulation
No.
1-A.
the
New
Shares
cannot be traded for at least 1 (one) year as of
listing with BEI aiming at protecting the interest
of non-controlling shareholders.
Based
on
Regulation
Compensation
of
15,
the
2014,
No.
Payment
1-A
juncto
Obligation
price
for
Agreement
dated
the
on
December
New
Shares
implementation is Rp 100 (one hundred Rupiah) per
share being the face (par) value of Shares of Series
C of the Company.
Pursuant to Circular of Bapepam No. S-406/PM/2000
dated
March
3,
2000
regarding
immobilization
of
shares, the New Shares issued by the Company shall
be listed with the same Stock Exchange using the
same
shares
pricing
as
code
the
and
mechanism
Company’s
for
shares
the
issued
market
until
present.
III. SUMMARY OF IMPORTANT FINANCIAL DATA
Remarks (in millions of
March 31, 2016
December 31, 2015
December 31, 2014
Rupiah)
(Unaudited)
(Audited)
(Audited)
Consolidated Comprehensive Profit-Loss
Operating Revenues
751,891
3,025,755
2,954,410
Loss From Operations
(519,667)
(1,330,545)
(972,653)
Net Loss For The Year
(265,981)
(1,565,410)
(1,382,484)
Report on Consolidated Financial Position
Total Assets
20,996,377
20,705,913
17,743,607
Total Liabilities
14,413,820
13,857,376
13,736,431
6,582,557
6,848,538
4,007,176
Total Equity
Implementation of this PMTHMETD has no material impact to
the financial condition of the Company.
IV.
RISK OF NEW SHARES ISSUANCE
As the consequence of the New Shares issuance, the total
issued shares by the Company shall be larger. Therefore,
after effectiveness of increase of Paid up and Subscribed
Capital of the Company in the framework of implementation
of PMTHMETD, the Company’s shareholders shall be subject
to dilution (decrease) of 0,97% toward the respective
percentage
of
shareholding.
However,
the
total
shares
owned by the respective shareholders before and after
issuance of New Shares shall not be subject to change.
V.
STRUCTURE
OF
EQUITY
AND
COMPOSITION
OF
SHAREHOLDERS
BEFORE AND AFTER PMTHMETD
The structure of equity of the Company before PMTHMETD
and pro-forma structure of equity of the Company after
PMTHMETD shall be as follows:
Description
Before PMTHMETD
Total Shares
Face (Par) Value of
After PMTHMETD
%
Total Shares
Shares (Rp)
Authorized Capital
197,333,988,750
27,770,000,000,000
1. PT Bali Media Telekomunikasi
32,288,319,438
4,226,319,438,000
2. PT Wahana Inti Nusantara
29,839,300,400
3. PT Global Nusa Data
4. Public (
REGARDING CAPITAL INCREASE PLAN
WITHOUT GIVING PREEMPTIVE RIGHTS
This transparency of information is made and done in the
framework of fulfilling the Regulation of Financial Service
Authority Number 38/POJK.04/2014 regarding Capital Increase of
Limited Liability Company Without Giving Preemptive Rights
(“POJK 38/2014”).
Business Activity:
Telecommunication Service and Network
Having its Domicile in Central Jakarta, Indonesia
Address of Head Office:
Jl. H. Agus Salim No.45
Menteng, Jakarta Pusat 10340
Phone: (021) 50538888
Website: www.smartfren.com
Transparency of Information as referred to in this publication
is conveyed to the shareholders of PT Smartfren Telecom Tbk.
(“Company”)
in
relation
to
the
plan
of
the
Company
on
increasing
Capital
Without
Giving
Preemptive
Rights
(“PMTHMETD”) in the framework of replacement of shares of PT
Wahana Inti Nusantara of 1,000,000,000 (one billion) shares,
in reference to POJK 38/2014 and Regulation of BEI No. 1-A
regarding
Nature
listing
other
of
than
Shares
Shares
or
Stocks
issued
by
that
the
are
Equity
Listed
in
Company,
Appendix to Decision of Directors of PT Bursa Efek Indonesia
No. Kep-00001/BEI/01-2014 dated January 20, 2014 (“Regulation
of
BEI
No.
1-A”)
and
article
4
paragraph
3
of
Company’s
Articles of Association.
Directors
and
Board
of
Commissioners
of
Company,
either
severally or jointly, declare to be fully responsible for the
accuracy
and
disclosed
in
completeness
this
of
publication
all
and
material
the
information
information
is
as
not
misleading the shareholders.
Transparency of this information was conveyed in Jakarta on
May 23, 2016
TRANSPARENCY OF INFORMATION TO SHAREHOLDERS REGARDING CAPITAL
INCREASE PLAN WITHOUT GIVING PREEMPTIVE RIGHTS OF PT SMARTFREN
TELECOM TBK (“COMPANY”)
I.
INTRODUCTION
Information
as
contained
in
this
transparency
of
information is conveyed by the Directors and the Board of
Commissioners
shareholders
of
in
the
order
Company
that
the
to
the
Company’s
shareholders
obtain
information in full regarding the plan of the company to
implement the PMTHMETD as set out in the POJK 38/2014.
Based
38/2014
on
the
and
prevailing
Company’s
legislation,
Articles
of
including
Association,
POJK
the
capital increase of the Company as mentioned in the this
transparency of information shall first obtain approval
from the Extraordinary General Meeting of Shareholders
(“EGMS”) of the Company. The Company gives information as
contained in this Transparency of Information aiming at
giving the plan on PMTHMETD to be implemented by the
Company, so the Company’s shareholders may give their
approval in the EGMS of the Company to be convened on
Wednesday, June 29, 2016. The notification on the Plan of
the EGMS of the Company is already publicized through
advertisement in the Media Indonesia daily, website of PT
Bursa Efek Indonesia (“BEI”) and website of the Company
on May 23, 2016.
This transaction is a affiliate transaction as set out in
the Regulation of Bapepam (Investment Coordinating Board)
and
LK
(Financial
Institution)
No.
IX.E.1
regarding
Affiliate Transaction and Conflict of Interest of Certain
Transaction,
Appendix
to
the
Decision
of
the
Head
of
Bapepam (Investment Coordinating Board) and LK (Financial
Institution) No. Kep-412/BL/2009 dated November 25, 2009
(“Regulation IX.E.1”), but excepted by virtue of article
16 POJK 38/2014. This transaction does not constitute
transaction of Conflict of Interest based on Regulation
IX.E.1.
II.
PARTICULARS ON PLAN ON PMTHMETD
A.
REASON AND OBJECTIVE
Based on Deed of Transfer and Assignment of Shares
No.299 dated December 15, 2014, drawn up before Sri
Hidianingsih AS, S.H., Notary Public in Jakarta, at
the request of the Company, PT Wahana Inti Nusantara
(“WIN”)
as
one
of
Company’s
shareholders
has
delivered 1,000,000,000 (one billion) of Company’s
shares belonging to WIN to PT Bakrie Telecom Tbk.
(“BTEL”) to fulfill obligation of the Company
mentioned in the Agreement on
as
Merger of Business
Activity
of
the
Telecommunication
Network
dated
October 30, 2014 between the Company and BTEL.
Based on the Agreement on Compensation of Payment
Obligation
dated
December
15,
2014
between
the
Company and WIN, the Company shall deliver to the
WIN the shares replacement with total shares and the
same nominal value of shares as the shares delivered
by the WIN to BTEL, within not later than December
15, 2017.
B.
NEW SHARES ISSUANCE
The
Company
plans
on
implementing
PMTHMETD
of
1,000,000,000 (one billion) shares (“New Shares”) to
replace the shares of WIN as already delivered to
BTEL, of which in this case the total New Shares
shall
constitute
0.97%
out
of
total
shares
circulating at this time. This PMTHMETD shall be
implemented at the same within 90 (ninety days) as
of
approval
by
the
EGMS
of
the
Company
to
be
performed on Wednesday, June 29, 2016.
All of the new shares shall be listed with BEI and
pursuant
to
Regulation
No.
1-A.
the
New
Shares
cannot be traded for at least 1 (one) year as of
listing with BEI aiming at protecting the interest
of non-controlling shareholders.
Based
on
Regulation
Compensation
of
15,
the
2014,
No.
Payment
1-A
juncto
Obligation
price
for
Agreement
dated
the
on
December
New
Shares
implementation is Rp 100 (one hundred Rupiah) per
share being the face (par) value of Shares of Series
C of the Company.
Pursuant to Circular of Bapepam No. S-406/PM/2000
dated
March
3,
2000
regarding
immobilization
of
shares, the New Shares issued by the Company shall
be listed with the same Stock Exchange using the
same
shares
pricing
as
code
the
and
mechanism
Company’s
for
shares
the
issued
market
until
present.
III. SUMMARY OF IMPORTANT FINANCIAL DATA
Remarks (in millions of
March 31, 2016
December 31, 2015
December 31, 2014
Rupiah)
(Unaudited)
(Audited)
(Audited)
Consolidated Comprehensive Profit-Loss
Operating Revenues
751,891
3,025,755
2,954,410
Loss From Operations
(519,667)
(1,330,545)
(972,653)
Net Loss For The Year
(265,981)
(1,565,410)
(1,382,484)
Report on Consolidated Financial Position
Total Assets
20,996,377
20,705,913
17,743,607
Total Liabilities
14,413,820
13,857,376
13,736,431
6,582,557
6,848,538
4,007,176
Total Equity
Implementation of this PMTHMETD has no material impact to
the financial condition of the Company.
IV.
RISK OF NEW SHARES ISSUANCE
As the consequence of the New Shares issuance, the total
issued shares by the Company shall be larger. Therefore,
after effectiveness of increase of Paid up and Subscribed
Capital of the Company in the framework of implementation
of PMTHMETD, the Company’s shareholders shall be subject
to dilution (decrease) of 0,97% toward the respective
percentage
of
shareholding.
However,
the
total
shares
owned by the respective shareholders before and after
issuance of New Shares shall not be subject to change.
V.
STRUCTURE
OF
EQUITY
AND
COMPOSITION
OF
SHAREHOLDERS
BEFORE AND AFTER PMTHMETD
The structure of equity of the Company before PMTHMETD
and pro-forma structure of equity of the Company after
PMTHMETD shall be as follows:
Description
Before PMTHMETD
Total Shares
Face (Par) Value of
After PMTHMETD
%
Total Shares
Shares (Rp)
Authorized Capital
197,333,988,750
27,770,000,000,000
1. PT Bali Media Telekomunikasi
32,288,319,438
4,226,319,438,000
2. PT Wahana Inti Nusantara
29,839,300,400
3. PT Global Nusa Data
4. Public (