Subject: Information Disclosure on the acquisition of shares in PT Delta Manunggal Raharja - Signing of the Deed of the Sales and Purchase of Shares
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1 [ENGLISH TRANSLATION] No. 140/HO-ASR/XII/2012 Jakarta, 20 December 2012 To Capital Market Supervisory Agency and Financial Institution (Bapepam-LK) Gedung Sumitro Djojohadikusumo 1 st Floor Jl. Dr Wahidin No.1 Jakarta Attn: Mr. Ngalim Sawega Chairman of Bapepam-LK Subject: Information Disclosure on the acquisition of shares in PT Delta Manunggal Raharja - Signing of the Deed of the Sales and Purchase of Shares Dear Sir, Referring to (i) Bapepam Regulation No. X.K.1. Attachment of Decision of Chairman Bapepam No. Kep-86/PM/1996 dated January 24, 1996 regarding the Disclosure of Information that must be made Public Immediately, (ii) the Indonesian Stock Exchange Board of Directors Decision No.Kep- 306/BEJ/ dated July 19, 2004, (iii) Bapepam and LK Regulation No. IX.E.1. Attachment of the Decision of Chairman of Bapepam-LK No. Kep-412/BL/2009 dated November 25, 2009 regarding Transaction with Affiliated Parties and Conflicts of Interest on Certain Transaction, herewith we submit the following: 1. On December 19, 2012 the subsidiary company of PT Alam Sutera Realty Tbk (the Company"), PT Delta Mega Persada ("DMP"), has signed (i) the deed of sale and purchase of shares with PT Manunggal Prime Development ("MPD") in connection with the purchase of 79.2% shares from the paid up capital of PT Delta Manunggal Raharja ("DMR") ("AJB MPD") and (ii) the deed of sale and purchase of shares with Hungkang Sutedja in connection with the purchase of 20% shares from the paid up capital in DMR ("AJB HS"). 2. The summary of AJB MPD: i. The number of shares purchased by DMP :1,980,000 shares ( Shares ) ii. Nominal value of each 1 share : Rp. 1,000,- iii. The Purchase Price of each 1 share : Rp. 2,000 iv. Total Purchase Price : Rp. 3,960,000,000,- v. Guarantee from MPD : including the following: a. The Shares have been fully paid. b. The Shares are really right and owned by MPD and only MPD entitle to sell, therefore, both now and in the future DMP will not get any claim or demands from any party whatsoever, which claim to have the first right or to have right on what is transacted in the Deed of Sales and Purchase c. The Shares have not been transferred or sold to other parties, by anyway and not subject to encumbrances.
2 3. The summary of AJB HS i. Number of shares purchased by DMP : 500,000 shares ( Shares ) ii. Nominal value of each 1 share : Rp. 1,000,- iii. The Purchase Price of each 1 share : Rp. 2,000 iv. Total Purchase Price : Rp. 1,000,000,000,- v. Guarantee from HS : including the following: a. The Shares have been fully paid. b. The Shares are really right and owned by MPD and only MPD entitle to sell, therefore, both now and in the future DMP will not get any claim or demands from any party whatsoever, which claim to have the first right or to have right on what is transacted in the Deed of Sales and Purchase c. The Shares have not been transferred or sold to other parties, by anyway and not subject to encumbrances. 4. The affiliation between the Company corporate controls, DMP with MPD, HS and DMR are: 4.1 In the ownership relations where: a. DMP is a subsidiary of the Company which 99.10% shares owned by the Company and b. MPD is a shareholder of the Company amounted to 18.3% from the paid up capital of the Company. 4.2 Relationship in management where: a. Harjanto Tirtohadiguno, a commissioner of the Company; a commissioner of MPD and president director of DMR; b. Hungkang Sutedja, a commissioner of DMP; director of MPD and DMR; c. Karman Widjaya, a director of DMP; president director of DMP and president commissioner of MPD 5. Rationale of the share acquisition transaction: The consideration of the share acquisition transaction is DMR already has the location permit and owned land located in Pasar Kemis, therefore it gives a lot of benefits to the Company rather than having another similar transactions that are not conducted by an affiliated party (if any). 6. Information on the taken over company (DMR): i. Date established: 21 November 1991 with Deed of Establishment No.31 in front of Notary KIAGUS ARIFIN ZAINAL, SH. ii. Authorized capital DMR: Rp. 10,000,000,000 iii. Paid up Capital: Rp. 2,500,000,000 iv.the Shareholders of DMR: 1. PT Manunggal Prime Development amounted 2,000,000 shares 2. Hungkang Sutedja amounted 500,000 shares
3 v. Directors of DMR: President Director : Harjanto Tirtohadiguno Director : Hungkang Sutedja vi. Board of Commissioners of DMR: President Commissioner : Karman Widjaya Commissioner : The Nicholas vii. DMR plans to develop and to build the land in Pasar Kemis The share acquisition transaction is an affiliated transaction which is adequate to be reported according to Bapepam-LK Regulation No.IX.E.1 Attachment of Decision of Chairman Bapepam-LK Kep-412/BL/2009 dated 25 November 2009 because the transaction is a transaction with value of transaction not exceed 0.5% from the paid up capital of the Company and does not exceed the amount of IDR 5,000,000,000 (five billion Rupiah). Thus we submit. Thank you for the attention given. Sincerely yours, PT Alam Sutera Realty Tbk Joseph Sanusi Tjong Director Ir. Lilia Setiprawarti Sukotjo Director Cc: Director of Company Appraisal Indonesia Stock Exchange
4 [ENGLISH TRANSLATION] JOINT STATEMENT OF BOARD OF COMMISSIONERS AND DIRECTORS PT Alam Sutera Realty Tbk (The "Company") With respect to PT Delta Mega Persada, a subsidiary company which 99.10% of the shares owned by the Company, purchased 2,480,000 shares or representing 99.2% of the issued and paid up capital of PT Delta Manunggal Raharja ("DMR") owned by PT Manunggal Prime Development and Hungkang Sutedja ("Seller") (the "Transaction"), where based on the Regulation of Capital Market Supervisory Agency and Financial Institution (Bapepam-LK) No. IX.E1, the Transaction is an affiliated transaction that must be reported by the Company to Bapepam-LK because the value of the Transaction does not exceed 0.5% (zero point five percent) of the paid up capital of the Company and does not exceed the amount of IDR 5,000,000,000 (five billion rupiah), the Board of Commissioners and Directors of the Company stated as follows: that after an adequate examination, we hereby declare that all material information disclosed which submitted to the Capital Market Supervisory Agency and Financial Institution in connection with the Transaction and there is no other important and relevant information that has not been disclosed which causing the information given to be incorrect and/or misleading. The information related to the Company, PT Delta Mega Persada and DMR presented is prepared based on the available public information and information provided by the Company, PT Delta Mega Persada and DMR. Thus, this Statement is made to be submitted to the Capital Market Supervisory Agency and Financial Institution.
5 Jakarta, 20 December 2012 PT Alam Sutera Realty Tbk. Board of Commissioners Name : Marzuki Usman Title : President Commissioner Name : Harjanto Tirtohadiguno Title : Commissioner Name : Kristianto Sudiono Title : Commissioner Name : Pingki Elka Pangestu Title : Independent Commissioner Name : Prasasto Sudyatmiko Title : Independent Commissioner
6 Directors Name : Tri Ramadi Title : President Director Name : Joseph Sanusi Tjong Title : Director Name : Lilia Setiprawarti Sukotjo Title : Director Name : Soelaeman Soemawinata Title : Director Name : Andrew Charles Walker Title : Non Affiliated Director
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