Assistance from the Company to the Selling Shareholders with respect to the Private Placement Plan by the Selling Shareholders

Transcription

1 Assistance from the Company to the Selling Shareholders with respect to the Private Placement Plan by the Selling Shareholders Jakarta, April 21, 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/ dated 19 July 2004 regarding The Obligation of Information Submission ( Rule I-E ); and (iii) Letter No. 010/ CS-OJK/SMN/II/17 dated 20 February 2017 regarding Information Disclosure Submission of PT Sarana Menara Nusantara Tbk. (the OJK Letter 20 February 2017 ) We, hereby, for and on behalf of PT Sarana Menara Nusantara Tbk., submit additional Report on Information or Material Fact with respect to the Report on Information or Material Fact that has been disclosed previously as stated in the OJK Letter 20 February 2017, as described below. In this Report on Additional 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, shall have the same meaning when used herein. Name of the Issuer : PT Sarana Menara Nusantara Tbk. (the Company ) or Public Company Scope of Business : Providing services except services in the field of law and tax industry and invest in other companies. Telephone : Facsimile : Electronic mail : investor.relations@ptmsn.co.id 1. Date of Occurrence 21 April Type of Information or Material Facts 3. Description of the Additional Information or Material Fact Assistance from the Company to the Selling Shareholders (as defined below) with respect to the Private Placement Plan by the Selling Shareholders (the Transaction ). In relation to the information on the parties involved in the Transaction, there exists additional selling shareholders involved in the Transaction, therefore the Selling Shareholders involved in the Transaction are as follows: 1. Tiger Global Investments, L.P., which owns or ultimately beneficially owns 4.90% (four point nine zero percent) of the total issued and paid up shares in the Company and which submitted the Request for Assistance - Possible Tiger Global Investments, L.P. Sale Share of SMN's Share Capital dated 6 February 2017; 2. Tybourne Equity Master Fund, Tybourne Long Opportunities Master Fund and Blackwell Partners LLC- Series A, which in the aggregate own or ultimately beneficially own % (three point four six seven five percent) of the total issued and paid up shares in the Company and which Tybourne Capital

2 Management (HK) Limited (acting as a fund manager for and on behalf of each Tybourne Equity Master Fund, Tybourne Long Opportunities Master Fund and Blackwell Partners LLC- Series A) submitted the Request for Assistance - Possible Tybourne Capital Management (HK) Limited Sale Share of SMN's Share Capital dated 13 April 2017; th Street Ventures, LLC, which owns or ultimately beneficially owns 3.70% (three point seven zero Company and which submitted the Request for 4. Suma Investments Limited Co. which owns or ultimately beneficially owns 1.47% (one point four seven percent) of the total issued and paid up shares in the Company and which submitted the Request for 5. FC Managers Asia Limited Co. which owns or ultimately beneficially owns 4.99% (four point nine nine percent) of the total issued and paid up shares in the Company and which submitted the Request for 6. Murillo Penchel, who owns 0.31% (zero point three one percent) of the total issued and paid up shares in the Company and who submitted the Request for Assistance - Possible Murillo Penchel s Sale Share of 7. Lydia Sumardi, who owns 0.03% (zero point zero three percent) of the total issued and paid up shares in the Company and who submitted the Request for Assistance - Possible Lydia Sumardi s Sale Share of 8. Deemer Dana, who owns 0.11% (zero point one one Company and who submitted the Request for Assistance - Possible Deemer Dana s Sale Share of 9. Blake Rosen, who owns 0.18% (zero point one eight Company and who submitted the Request for Assistance - Possible Blake Rosen s Sale Share of and 10. William McCarroll who owns 0.06% (zero point zero six percent) of the total issued and paid up shares in the Company and who submitted the Request for

3 Assistance - Possible William McCarroll s Sale Share of SMN's Share Capital dated 19 April 2017, (together referred to as the Selling Shareholders ). The total number shares to be sold by the Selling Shareholders in the Private Placement Plan is up to 1,522,984,897 shares, representing approximately 14.93% (fourteen point nine three percent) from the total issued and paid up shares in the Company (the Private Placement Shares ). The final number of the Private Placement Shares will be further adjusted with due consideration of the result of the bookbuilding. On 21 April 2017, the Private Placement Plan has been launched. Furthermore, the bookbuilding process will be performed starting from 21 April 2017 and including a private placement of the Private Placement Shares. 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 With respect to the Transaction, as disclosed in the OJK Letter 20 February 2017 and supported with the Independent Appraiser Report No /SRR/LP- F/SMN/OR dated 20 February 2017 issued by Public Appraiser Service Office Suwhendo Rinaldy & Rekan, there is no material impact to the operational activities, legal, financial condition, or business sustainability of the Company and the assistance by the Company to the Selling Shareholders is fair. 5. Other information The aggregate transaction size of the Private Placement Plan is expected to range from up to approximately Rp6,000,000,000,000 (six trillion Rupiah) to Rp6,800,000,000,000 (six trillion and eight hundred billion Rupiah). The price range for the bookbuilding process is between Rp4,000 (four thousand Rupiah) to Rp4,500 (four thousand and five hundred Rupiah) per share. The price range will be further adjusted with due consideration of the result of the bookbuilding. In addition to the above, each of the Company, PT Sapta Adhikari Investama as a principal shareholder of the Company (holding company for the Djarum Group) and the Selling Shareholders (as applicable) will, subject to certain exceptions including for up to 10% of the Company s shares for M&A transactions, be subject to lock-up for a period of 6 months to not (a) sell or transfer or encumber (in any form), shares of the Company, (b) deposit any shares of the Company in any depositary receipt facilities, in relation to the issuance of any depositary receipt, (c) enter into any swap, hedge or other arrangement that transfers to another, or (d) enter into any transaction with the same economic effect as

4 any transaction described in (A), (B) or (C) above. For the avoidance of doubt, the Private Placement Plan will not constitute a Public Offering by the Seling 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 Private Placement 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.

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