INFORMATION TO SHAREHOLDERS IN RELATION TO THE PROPOSED PLAN TO CONDUCT SHARES BUYBACK OF PT TOWER BERSAMA INFRASTRUCTURE Tbk.

Transcription

1 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 Indonesia Telepon : Faksimili: corporate.secretary@tower-bersama.com Website: 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 ( on September 15, 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, This Information Disclosure is issued on 15 September

2 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 AS OF 30 JUNE 2016 (in million Rupiah) Share Capital 479,653 Additional Paid-in Capital net 115,519 Treasury Shares (1,262,942) Other Comprehensive Income (984,746) Retained Earnings Staturoy Reserves 55,100 Unappropriated 3,726,091 Non-controlling Interest 66,161 TOTAL EQUITY 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

3 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: (Rp) (Rp) (Rp) 9 August , August ,900 5 September , August , August ,800 6 September , August , August ,825 7 September , August , August ,825 8 September , August , August ,800 9 September , August , August , September , August , August , September , August ,900 1 September , August ,975 2 September ,550 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. 2. The Company Shares Buyback will be done though the Indonesia Stock Exchange. 3. The shares buyback price shall be less than or equal to the previous transaction price. 4. 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. 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. 30 June 2016 Before Company Shares Buybak Impact After Company Shares Buyback Total Assets * 23,053,485 (1,500,000) 21,553,485 Net Profit* 851, ,635 Total Equity* 2,194,836 (1,500,000) 694,836 Total Number of Shares Issued 4,796,526,199 4,796,526,199 Earnings per Share Return on Asset (ROA) 3.7% 4.0% Return on Equity (ROE) 38.8% 122.6% *) in million Rupiah 3

4 C. CAPITAL STRUCTURE BEFORE AND AFTER COMPANY SHARES BUYBACK* BEFORE COMPANY SHARES BUYBACK AFTER COMPANY SHARES BUYBACK DESCRIPTION NOMINAL NOMINAL NO. OF SHARES % NO. OF SHARES AMOUNT (Rp) AMOUNT (Rp) % Authorized Capital 14,420,120,000 1,442,012,000,000-14,420,120,000 1,442,012,000,000 - Issued and Fully Paid-in Capital 1 PT Wahana Anugerah Sejahtera 1,319,871, ,987,119, ,319,871, ,987,119, PT Provident Capital Indonesia 1,199,640, ,964,080, ,199,640, ,964,080, Board of Commissioners and Board of Directors - Edwin Soeryadjaya 14,296,366 1,429,636, ,296,366 1,429,636, Winato Kartono 27,343,963 2,734,396, ,343,963 2,734,396, Herman Setya Budi 725,000 72,500, ,000 72,500, Hardi Wijaya Liong 13,671,981 1,367,198, ,671,981 1,367,198, Budianto Purwahjo 1,005, ,500, ,005, ,500, Helmy Yusman Santoso 625,000 62,500, ,000 62,500, Gusandi Sjamsudin 390,000 39,000, ,000 39,000, Masyarakat - Shareholding more than 5% JPMCC-SPO PARTNERS II, LP 313,567,243 31,356,724, ,567,243 31,356,724, Sharheolding less than 5% 1,673,040, ,304,093, ,437,040, ,704,093, Total 4,564,177, ,417,748, ,328,177, ,817,748, Treasury Shares 232,348,710 23,234,871, ,348,710 46,834,871, Total Issued and Fully Paid-in Capital 4,796,526, ,652,619, ,796,526, ,652,619, Shares in Portolio 9,623,593, ,359,380,100-9,623,593, ,359,380,100 - *) as of 31 Agustus 2016 D. 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 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

5 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 Indonesia Tel : Fax: corporate.secretary@tower-bersama.com Website: 5