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.
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 listing of Shares or Stocks that are Equity in
Nature other than Shares issued by the Listed 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 completeness of all material information as
disclosed in this publication and the information is not
misleading the shareholders.
Transparency of this information was conveyed in Jakarta on
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 of the Company to the Company’s
shareholders in order that the shareholders obtain
information in full regarding the plan of the company to
implement the PMTHMETD as set out in the POJK 38/2014.
Based on the prevailing legislation, including POJK
38/2014 and Company’s Articles of Association, 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
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 as
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
Based on Regulation No. 1-A juncto Agreement on
Compensation of Payment Obligation dated December
15, 2014, the price for the New Shares
implementation is Rp 100 (one hundred Rupiah) per
share being the face (par) value of Shares of Series
C of the Company.
III. SUMMARY OF IMPORTANT FINANCIAL DATA
Remarks (in millions of
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
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 After PMTHMETD
Total Shares Face (Par) Value of
Shares (Rp)
% Total Shares Face (Par) Value of
Shares
%
Authorized Capital 197,333,988,750 27,770,000,000,000 197,333,988,750 27,770,000,000,000
Issued and Paid-up Capital
1. PT Bali Media Telekomunikasi 32,288,319,438 4,226,319,438,000 31.4 32,288,319,438 4,226,319,438,000 31.1
2. PT Wahana Inti Nusantara 29,839,300,400 4,267,012,006,100 29.0 30,839,300,400 4,367,012,006,100 29.7
3. PT Global Nusa Data 28,415,700,542 3,953,700,542,000 27.6 28,415,700,542 3,953,700,542,000 27.4
4. Public (<5%) 12,252,549,721 4,183,109,682,300 11.9 12,252,549,721 4,183,109,682,300 11.8
Total Issued and Paid-up Capital 102,795,870,101 16,630,141,668,400 100 103,795,870,101 16,730,141,668,400 100
VI. GENERAL MEETING OF SHAREHOLDERS
Pursuant to the prevailing legislation, this plan on
PMTHMETD shall be asked for approval in the EGMS of the
Company to be convened on:
Day/Date : Wednesday/June 29, 2016
Hours : 10.00 WIB – Finished
Venue : Office of Company, Jl. H. Agus Salim no.45,
Menteng, Central Jakarta 10340
The followings are the important dates in connection with the
EGMS of the Company:
Notification to OJK & BEI regarding the
plan on EGMS of Company
May 16, 2016
Advertisement on publication of the plan
on EGMS of the Company through
newspapers, website of BEI and website
of the Company
May 23, 2016
Publication of brief information
regarding the plan on PMTHMETD
May 23, 2016
Date of DPS Recording Date June 6, 2016
Advertisement on Summons to EGMS through
newspapers, website of BEI and website
of the Company
June 7, 2016
Implementation of EGMS of the Company June 29, 2016
Report to OJK regarding summary of
result of EGMS of the Company
If the Company’s shareholders need further information on the plan of the Company to implement this PMTHMETD, please contact
the Company on business days (Mondays-Fridays) at 09.00 –
17.00, in the following address:
Corporate Secretary
PT Smartfren Telecom Tbk.
Jl. H. Agus Salim No.45
Menteng – Central Jakarta 10340
Phone: 021-50278888
Website: www.smartfren.com
Email: corpsec.division@smartfren.com
Jakarta, May 23, 2016
Directors of Company
