PT. TOWER BERSAMA INFRASTRUCTURE Tbk.
CompanyThis Additional Information related to Information Disclosure dated April 20, 2017 related to TBG Global Pte. Ltd.,
Co pa ’s su sidia ith sha e o e ship of % o e hu d ed pe e t , pla s to issue Notes with the value of as
u h as U“D illio fi e hu d ed illio U ited “tates Dolla s hi h ill e se u ed Co pa ’s o po ate gua a tee, of hi h ate ial alue ust o tai the app o al of the Co pa ’s Ge e al Meeti g of “ha eholde s, as
stipulated in Regulation No. IX.E.2 of the Attachment of the Decision of Bapepam Chairman – LK No. Kep-614/BL/2011 dated November 28, 2011 concerning Material Transaction and Main Business Activity Change.
This Additional Information is published in Jakarta on May 15, 2017.
TBG Global Pte. Ltd. he ei afte the Issuer , hi h is % o e hu d ed pe e t owned by the Company, plans to issue Notes with the value of as much as USD500 million (five hundred million United States Dollars) which will be secured by the
Co pa ’s o po ate guarantee.
The Notes will only be offered on limited basis to Initial Purchaser which will be announced in newspaper at the latest 2 (two) working days after the issuance date of the notes. After the issuance, the Notes will be listed on the Singapore Stock Exchange, the puchase of the Notes can be done as long as it is not conflicted or in violation of any law related to each
pa t ’s ju isdi tio . If fo a easo , the Notes cannot be listed on the Singapore Stock Exchange hence the Planned Transaction is automatically cancelled.
Initial Purchases is is the purchaser whose details will be known prior to bookbuilding of the Notes offering. Initial purchaser is the party who takes the action of buying the Notes which will be issued by the Issuer and later to be sold to Investors. Initial Purchasers will be announced in at least 1 (one) Indonesian-language daily newspaper with national circulation, and supporting documents will be submitted to the Financial Service Authority no later than 2 (two) working days after the issuance date of the Notes as stipulated in the point 2 letter d of the Regulation No. IX.E.2.
The Co pa ’s o side atio to issue the Notes th ough TBS is for creditor diversification purposes in order to obtain alternative funding with more stable interest rates. Listing of Notes on Singapore Stock Exchange will result in market confidence in line with compliance with the listing requirements of Singapore Stock Exchange.
In order to meet the provisions of number 2 letter a point 2) point c) of Regulation No. IX.E.2 relating to the obligation to present Appraiser Report on qualified opinions on the Planned Transaction that contains material value, the Company has appointed Martokoesoemo Prasetyo & Partner Public Appraisal Service Office (KJPP/Kantor Jasa Penilai Publik) as independent appraiser to provide fairness opinion on the Planned Transaction. In accordance with provision number 2 letter c) point 1) of Regulation IX.E.2, the Planned Transaction which is issuance of Notes that is deby securities, whereby purchasers of the Notes are not yet known therefore the Company will announce the Summary of Appraisal Report at the latest 2 (two) work days after the date of Notes issuance
BOARD OF DIRECTORS AND BOARD OF COMMISSSIONERS STATEMENT
The Co pa ’s Boa d of Di e to s a d Boa d of Co issio e s state:
1. That all information in the Disclosure of April 10, 2017, has revealed all material facts and that the information is not misleading.
2. The value of Planned Transaction’s Notes Issuance is as much as USD500,000,000 (five hundred million United States Dollar) taking into account Bank Indonesia’s iddle exchange rate on March 31, 2017 of Rp13,321 (thirteen thousand three hundred twenty one Rupiah) or equal to Rp 6,660,500,000,000 (six trillion six hundred sixty billion five hundred
ADDITIONAL INFORMATION TO SHAREHOLDERS
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million Rupiah). Thus, the value of the Planned Transaction of 410.09% (four hundred ten point zero nine per cent) ofthe Co pa ’s e uit alue ased o Co pa ’s Fi a ial “tate e t of De e e , hi h has ee audited
by Tanubrata Sutanto Fahmi Bambang & Partner Public Accounting Office with unqualified opinions, as has been presented in its report No. 221/1/T.053/JM.1/12.16 dated March 8, 2017, was recorded at Rp 1,624,142,000,000 (one trillion six hundred twenty four billion one hundred forty two million Rupiah), therefore the Planned Transaction can only be carried out after receiving approval from the Co pa ’s General Meeting of Shareholders.
3. Planned Transaction is Notes issuance wherein the purchaser parties are not yet known, therefore information on: i. Parties purchasing Notes
ii. Summary of Independent Appraisal Report on the Fairness Opinion of the Planned Transaction iii. Value of Notes to be issued
iv. Interest rate
v. Value of corporate guarantee
to be announced in at least 1 (one) Indonesian-language daily newspaper with national circulation and the documents to be submitted to the Financial Service Authority at the latest 2 (two) working days after the Note issuance date, as stipulated in number 2 letter d and g of Regulation No. IX.E.2.
Fu the o e the Co pa ’s Boa d of Di e to s state that:
1. The Planned Transaction does not have Conflict of Interests as stipulated in Regulation No. IX.E.1 considering that the Planned Transaction is implemented to gather capital from global investors. Notes issuance through subsidiary company with 100% (one hundred per cent) ownership by the Company and whose financial statement is
o solidated i that of the Co pa ’s. With the i ple e tatio of Pla ed T a sa tio , the Co pa a e pa d a d di e sif edito ase so that the Co pa ’s a ess to gathe apital ill e i easi gl e te si e fo futu e
growth.
2. The interest rate will be determined in accordance with prevailing interest rate in the market, at a maximum of 8% (eight per cent) per annum. In addition, the loan interest rate charged by TBS to the Company will not be lower than interest rate charged by TBG to TBS.
3. The Pla ed T a sa tio i ol i g affiliated pa ties of hi h TBG Glo al Pte. Ltd. is the Co pa ’s su sidia hose shares is 100% owned by the Company. Proceeds resulting from the issuance of Notes to be issued by TBG Global Pte. Ltd. will be used for investment purposes in the form of loan facility and investment in Tower Bersama Singapore Pte. Ltd., a subsidiary whose shares is 100% (one hundred per cent) owned by TBG Global Pte. Ltd. Subsequently, TBS will provide intercompany loan facility to the Company, based on number 2 letter b point 5) of Regulation No.IX.E.1 of the Attachment of the Decision of Bapepam Chairman and LK No. Kep-412/BL/2009 dated November 25, 2009 concerning Affiliate Transaction and Particular Conflict of Interests, this transaction is an affiliated transaction that must be obligatorily reported to OJK at the latest 2 (two) working days after the Transaction takes place.
4. Notes issuance or Notes are not issued for affiliated parties.
5. The implementation of transfer of use of proceeds resulting from Notes issuance from TBG to TBS and from TBS to the Company will comply with prevailing regulations in capital market.
6. Use of proceeds from the Notes issuance is loan provision from TBG to TBS and subsequently intercompany loan provision from TBS to the Company which will be carried out in compliance with prevailing legal regulations including those prevailing in Capital Market.
7. The Company’s management states that the Planned Transaction to be approved at the General Meeting Shareholders on May 17, 2017 or any other date, will be carried out in compliance with all the prevailing rules and regulations and certain terms, and the specific provisions related to the applicable restrictions in the agreements to be signed will not be detrimental to the rights and interests of the Company’s public shareholders and Note holders and not contradictory to the loan agreement that has been signed by the Company.
8. There are no particular conditions or negative covenants that will be detrimental to the interest of Public Shareholders including dividend distribution in either agreements or transactions made by the Company and its Subsidiaries with other parties including creditors.
9. Until the date of this statement, there is no party objects to the Planned Transaction or the planned Cross Guarantee given by the Company’s subsidiaries to third partes.
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There are 8 (eight) agendas to be approved in the GMS with one of the agenda (agenda six) is:App o al fo issua e pla of o ds i U ited “tates Dolla s to e pu lished the Co pa ’s o solidated su sidia
which is secured by the Co pa ’s o po ate gua a tee, th ough offe i g to i esto s outside the te ito of the Repu li of Indonesia, is a material transaction based on the Regulation of the Financial Service Authority (formerly Bapepam) No. IX.E.2 of the Attachment of the Decision of Bapepam Chairman& LK No. KEP 614/BL/2011 dated November 28, 2011 concerning Material Transaction and Main Business Activity Change.
AGM“ to e held ith efe e e to the p o isio s of the Co po ate’s A ti le of Asso iatio , Regulatio No. IX.E. , Fi a ial
Service Authority Regulation No. 32/POJK.04/2014 dated December 8, 2014 concerning Planning and Implementation of General Meeting of Shareholders or Public Company, therefore, the agenda with regard to Notes issuance plan with a
alue that su passes % fift pe e t of the Co pa ’s total et o th hi h is se u ed o po ate gua a tee, GM“
can be held to discuss the agenda if the GMS is attended by shareholders representing a minimum of 3/4 ( three quarter) of the total number of shares with valid voting rights. GMS decision with respect to the agenda is valid if approved by more than 3/4 (three quarter) of all shares with valid voting rights attending the GMS.
In the event of AGMS quorum for the agenda is not achieved, a second GMS could be held providing the second GMS is valid, therefore in accordance with article 28 letter (c) a Second GMS could be held providing the Second GMS is valid and entitled to make decisions if the GMS is attended by shareholders representing at least 2/3 (two third) of the entire number of shares with valid voting rights. The second decision is valid if approved by at least ¾ (three quarter) of the entire shares with voting rights attending the GMS.
In the event attendance quorum of the second GMS as stipulated in the letter c is not achieved, a third GMS can be held providing the third GMS is valid and entitled to make decisions if attended by shareholders of shares with valid voting rights according to attendance and decision quorums stipulated by the Financial Service Authority upon request of Public Company..
Based on number 2 letter g and number 5 letter b of Regulation No. IX.E.2, concerning Material Transaction that has been approved by the General Meeting of Shareholders but has not been implemented within a period of 12 (twelve) months from the date of approval of the General Meeting of Shareholders, the Material Transaction can only be carried out after obtaining another approval of the General Meeting of Shareholders. In the event the Material Planned Transaction does not obtain the approval of the General Meeting of Shareholders, the plan can only be proposed again 12 (twelve) months after the General Meeting of Shareholders.
For shareholder who needs additional information, please contact the Company during office hour at:
PT. TOWER BERSAMA INFRASTRUCTURE Tbk. Corporate Secretary
Kantor Pusat:
The Convergence Indonesia 11th Floor Kawasan Rasuna Epicentrum
Jl. H.R. Rasuna Said Jakarta Selatan 12940, Indonesia Telp. 62-21-2924 8900 Fax. 62-21-2157 2015 Email: [email protected]
