NEWS & EVENTS

 

The signing of the Purchase Agreement by the Company which constitutes as part of help or assistance given by or from the Company to the Selling Shareholders with respect to the Private Placement Plan by the Selling Shareholders

Jakarta, May 3rd, 2017 | Source: Company

We refer to (i) Financial Services Authority Rule Number 31/POJK.04/2015 dated 16 December 2015, regarding Disclosure on Material Information or Facts by Issuer or Public Companies (“POJK 31”); (ii) Stock Exchange Regulation No. I-E, Decision of the Board of Directors of The Jakarta Stock Exchange No.: Kep-306/BEJ/07-2004 dated 19 July 2004 regarding The Obligation of Information Submission (“Rule I-E”); (iii) Letter No. 010/CS-OJK/SMN/II/17 dated 20 February 2017 regarding Information Disclosure Submission of PT Sarana Menara Nusantara Tbk. as has been announced on the website of PT Sarana Menara Nusantara Tbk. and the website of PT Bursa Efek Indonesia (“IDX”) dated 20 February 2017 (“OJK Letter 20 February 2017”); and (iv) Letter No. 31/CS-OJK/SMN/IV/17 dated 21 April 2017 regarding Additional Information or Material Fact as has also been announced on the website of PT Sarana Menara Nusantara Tbk. and the website of IDX dated 21 April 2017 (“OJK Letter 21 April 2017”).

We, hereby, for and on behalf of PT Sarana Menara Nusantara Tbk., are submitting an additional Report on Information or Material Fact with respect to the Report on Information or Material Fact as stated in OJK Letter 20 February 2017 and OJK Letter 21 April 2017, as described below. In this Report on Information or Material Fact, except as the context may otherwise require or except as otherwise defined herein, all words and terms defined in the OJK Letter 20 February 2017 and OJK Letter 21 April 2017, shall have the same meaning when used herein.

Name of the Issuer or Public Company : PT Sarana Menara Nusantara Tbk. (the “Company”)
Scope of Business : Providing services, except services in the field of law and tax industry and invest in other companies.
Telephone : 021-2358 5500
Facsimile : 021-2358 6446
Electronic mail : investor.relations@ptsmn.co.id


1. Date of Occurrence 28 April 2017.
2. Type of Information or Material Facts The signing of the Purchase Agreement by the Company which constitutes as part of help or assistance given by or from the Company to the Selling Shareholders (as defined below) with respect to the Private Placement Plan by the Selling Shareholders (the “Granting of Assistance Transaction”).
3. Description of the Additional Information or Material Fact The Purchase Agreement was executed on 28 April 2017 (“Purchase Agreement”), by and between:

  1. The Company;
  2. 28th Street Ventures, LLC, FC Managers Asia Limited Co., Suma Investments Limited Co., Tiger Global Investment, L.P., Tybourne Equity Master Fund, Tybourne Long Opportunities Master Fund, Blackwell Partners LLC- Series A, Murillo Uchoas Dos Santos Penchel, Blake Rosen, Deemer A. Dana, William McCarroll and Lydia Sumardi (“Selling Shareholders”);
  3. Credit Suisse (Singapore) Limited, Morgan Stanley Asia (Singapore) Pte. and UBS AG, Singapore Branch (“Joint Global Coordinators” and “Initial Purchasers”); and
  4. Citigroup Global Markets Inc., DBS Bank Ltd., PT BCA Sekuritas and PT Mandiri Sekuritas (“Co-Lead Managers”).
Pursuant to the Purchase Agreement, each of the Selling Shareholders has agreed, severally but not jointly, to sell through private placement to the Initial Purchasers or to the purchasers procured by the Initial Purchasers, shares owned by each of the Selling Shareholders, as summarized below:
  1. 28th Street Ventures, LLC has agreed to sell 377,716,990 (three hundred seventy seven million seven hundred sixteen thousand nine hundred and ninety) shares, which represents approximately 3.70% (three point seven zero percent) of the total issued and paid up shares in the Company.
  2. FC Managers Asia Limited Co. has agreed to sell 157,365,362 (one hundred fifty seven million three hundred sixty five thousand three hundred and sixty two) shares, which represents approximately 1.54% (one point fifty four percent) of the total issued and paid up shares in the Company.
  3. Suma Investments Limited Co. has agreed to sell 149,816,455 (one hundred forty nine million eight hundred sixteen thousand four hundred and fifty five) shares which represents approximately 1.47% (one point four seven percent) of the total issued and paid up shares in the Company.
  4. Tiger Global Investments, L.P. has agreed to sell 440,452,480 (four hundred forty million four hundred fifty two thousand four hundred and eighty) shares, which represents approximately 4.32% (four point three two percent) of the total issued and paid up shares in the Company.
  5. Tybourne Equity Master Fund has agreed to sell 87,030,000 (eighty seven million thirty thousand) shares, which represents approximately 0.85% (zero point eight five percent) of the total issued and paid up shares in the Company.
  6. Tybourne Equity Master Fund has agreed to sell 60,868,368 (sixty million eight hundred sixty eight thousand three hundred and sixty eight) shares, which represents approximately 0.60% (zero point six zero percent) of the total issued and paid up shares in the Company.
  7. Blackwell Partners LLC- Series A has agreed to sell 6,260,000 (six million two hundred sixty thousand) shares, which represents approximately 0.06% (zero point zero six percent) of the total issued and paid up shares in the Company.
  8. Murillo Uchoas Dos Santos Penchel has agreed to sell 32,026,829 (thirty two million twenty six thousand eight hundred and twenty nine) shares, which represents approximately 0.31% (zero point three one percent) of the total issued and paid up shares in the Company.
  9. Blake Rosen has agreed to sell 18,298,684 (eighteen million two hundred ninety eight thousand six hundred and eighty four) shares, which represents approximately 0.18% (zero point one eight percent) of the total issued and paid up shares in the Company.
  10. Deemer A. Dana has agreed to sell 11,512,361 (eleven million five hundred twelve thousand three hundred and sixty one) shares, which represents approximately 0.11% (zero point one one percent) of the total issued and paid up shares in the Company.
  11. William McCarroll has agreed to sell 6,052,471 (six million fifty two thousand four hundred and seventy one) shares, which represents approximately 0.06% (zero point zero six percent) of the total issued and paid up shares in the Company.
  12. Lydia Sumardi has agreed to sell 2,600,000 (two million six hundred thousand) shares, which represents approximately 0.03% (zero point zero three percent) of the total issued and paid up shares in the Company.
The Selling Shareholders are selling in the aggregate 1,350,000,000 (one billion three hundred and fifty million) shares, representing approximately 13.23% (thirteen point two three percent) of the total issued and paid up shares in the Company (“Sale Shares”).

The purchase price of each of the Sale Shares is Rp4,000.00 (four thousand Rupiah) per share, and the aggregate gross proceeds to the Selling Shareholders from the sale of the Sale Shares is Rp5,400,000,000,000.00 (five trillion four hundred billion Rupiah).
4. The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Issuer or Public Company As disclosed in the OJK Letter 20 February 2017, the OJK Letter 21 April 2017 and according to the Independent Appraiser Report No. 170220.001/SRR/LP-F/SMN/OR dated 20 February 2017 and Independent Appraiser Report No 170502.001/SRR/LP-F/SMN/OR dated 2 May 2017, both issued by Public Appraiser Service Office Suwendho Rinaldy & Rekan, the implementation of the Granting of Assistance Transaction, including the signing of the Purchase Agreement by the Company, does not materially impact the operational activities, legal, financial condition, or business sustainability of the Company and the implementation of the Granting of Assistance Transaction, including the signing of the Purchase Agreement by the Company for the benefit of the Selling Shareholders is fair.
5. Other information Summary of the Independent Appraiser Report

Public Appraiser Service Office Suwendho Rinaldy & Rekan (“KJPP SRR”), as an official Public Appraiser Service Office with a Business License No.2.09.0059 based on Minister of Finance Decree No. 1056/KM.1/2009 dated 20 Agustus 2009, registered in OJK as capital market supporting professionals based on Register Certificate (Surat tanda Terdaftar) of Capital Market Supporting Professionals No. 02/BL/STTD-P/AB/2006 dated 31 Mei 2006 (Property Appraiser and Business Appraiser), as an independent appraiser appointed by the management of the Company to provides a fairness opinion on the Granting of Assistance Transaction.

Below is a summary of the fairness opinion report on the Granting of Assistance Transaction from KJPP SRR based on the report No. 170502.001/SRR/LP-F/SMN/OR dated 2 May 2017 (“Fairness Opinion Report”):

1. Parties to the Granting of Assistance Transaction
Parties to the Granting of Assistance Transaction are the Company, the Selling Shareholders, the Joint Global Coordinators, the Initial Purchasers and the Co-Lead Managers.
2. The Object of the Fairness Opinion
The object of the fairness analysis is the Granting of Assistance Transaction, namely the assistance from the Company to the Selling Shareholders to support the implementation of the Private Placement Plan.
3. The Purpose and Objective of the Fairness Opinion
The purpose and objective of the Fairness Opinion to the Granting of Assistance Transaction is to provide a description related to the fairness of the Granting of Assistance Transaction itself from the finance and commercial perspective, to protect the Company’s public shareholders interest.
4. Principal Assumptions and Limiting Condition
  1. The Fairness Opinion is a report with a non disclaimer opinion.
  2. SRR has reviewed the documents that is used in the preparation of the Fairness Opinion.
  3. Data and information is coming from the source that is reliable and accurate.
  4. Analysis in the preparation of the Fairness Opinion is conducted using the financial projection that has been adjusted and reflects the fairness financial projection that is prepared by the Company’s management with its fiduciary duty.
  5. SRR is responsible on the Fairness Opinion preparation and the fairness in the financial projection.
  6. Fairness Opinion is a publicly open report unless there is a confidential information, which may impact the Company’s operational.
  7. SRR is responsible to the Fairness Opinion and the conclusion of the Fairness Opinion.
  8. SRR has obtained the information on the requirements and provisions in the agreements related to the Granting of Assitance Transaction from the Company.
5. Fairness Opinion Approach and Analysis
In the process of evaluating the Granting of Assistance Transaction, SRR has conducted (a) a qualitative analysis, that is an analysis of the parties involved in the Granting of Assistance Transaction and their relationships, an industry analysis, and an analysis on the risks and benefits of the Granting of Assistance Transaction to the Company; and (b) a quantitative analysis involving the Company’s financial statement and financial performance (with or without the Granting of Assistance Transaction) and analysis on the impact of the Granting of Assistance Transaction on the Company’s financial statements.
6. Conclusion of the Fairness Opinion
Based on the fairness analysis of the Granting of Assistance Transaction as described in the Fairness Opinion, SRR is of the view that the Granting of Assistance Transaction is fair.

For the avoidance of doubt, the Private Placement will not constitute a Public Offering by the Shareholders as set forth in Bapepam and LK Rule No. IX.A.12, Attachment of the Chairman of Bapepam and LK No. Kep 05/PM/2004 concerning Public Offering by the Shareholders.

The Sale Shares have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder. The Private Placement Plan is expected to be made under compliance with Rule 144A and Regulation S under the US Securities Act of 1933, as applicable