DISCLOSURE OF INFORMATION In Fulfillment of The Financial Services Authority s Regulation No. 02/POJK.04/2013 In relation with the Company s Plan to Conduct the Company s Shares Buyback In Significantly Fluctuating Market Conditions PT BANK TABUNGAN PENSIUNAN NASIONAL Tbk (The Company) Domiciled in South Jakarta, Indonesia Head Office: Menara BTPN, Lantai 29 CBD Mega Kuningan Jl. Dr. Ide Anak Agung Gde Agung, Kav 5.5-5.6 Jakarta Selatan 12950 Telephone : (021) 300 26200 Facsimile: (021) 300 26307 Website: www.btpn.com INFORMATION TO SHAREHOLDERS IN RELATION WITH THE COMPANY S PLAN TO CONDUCT THE COMPANY S SHARES BUYBACK IN SIGNIFICANTLY FLUCTUATING MARKET CONDITIONS The Company plans to buy back the Company s shares which have been issued and listed in the Indonesia Stock Exchange by referring to the Financial Services Authority s regulation No. 02/POJK.04/2013 on Shares Buy Back of Issuers or Publicly listed Companies in Significantly Fluctuating Market Conditions and the Financial Services Authority s Circular Letter No. 22/SEOJK.04/2015 on Other Conditions as Significantly Fluctuating Market Conditions in the Implementation of Shares Buyback of Issuers or Publicly listed Companies with allocated fund of up to Rp 535,500,000,000 (five hundred thirty five billion and five hundred million Rupiah) to buy up to 150,000,000 shares or up to 2.57% of the Company s issued and fully paid up capital, which shall be done in stages in a period between February 23, 2016 and May 23, 2016. The implementation of share buyback transactions shall be done based on the judgment of the Company s Board of Directors through the Indonesia Stock Exchange. Information Disclosure issued in Jakarta on February 23, 2016
SCHEDULE OF THE SHARES BUYBACK 1 Announcement to The Financial Services Authority and The Indonesia Stock Exchange regarding the Plan for Shares Buyback in Significantly Fluctuating Market Conditions 2 Announcement of Disclosure of Information on the Plan of Shares Buyback in Significantly Fluctuating Market Conditions through the Indonesia Stock Exchange s website and the Company s website February 23, 2016 February 23, 2016 3 Period of the Share Buyback February 123, 2016 to May 23, 2016 INTRODUCTION On August 21 st 2015 The Financial Services Authority issued the Financial Services Authority s Circular No. 22/SEOJK.04/2015 on Other Conditions as Significantly Fluctuating Market Conditions in the Implementation of Shares Buyback of Issuers or Publicly listed Companies and as provided for in Article 1 figure 2 of the Financial Services Authority s Regulation (POJK) No. 2/POJK.04/2013 dated August 23 rd 2013 on Shares Buyback of Issuers or Publicly listed Companies in Significantly Fluctuating Market Conditions. Related to the decline in the Indonesia Stock Exchange Composite Index (IHSG) for the last six months, the price of the Company s shares as at December 30 th 2015 has declined to Rp 2,400 per share. The decline of price of the shares does not reflect the Company s improving performance and has generated more cash flow than required to maintain the improvement and growth. Currently the Company has a good leverage, further the Company still has the chance to increase the leverage if necessary. Therefore the Company intends to show its commitment in improving the value of the shareholders by returning the excess free cash flow to its shareholders through the Company s shares buyback. The purposes of the Company s shares buyback are as follows: 1. It shall give the Company a chance and flexibility to exercise the buyback at any time, subject to the market condition, within a period of 3 (three) months as from February 23, 2016 to May 23, 2016. The Company s shares buyback transactions shall be made only if such transactions yield profit for the Company and its shareholders. The Company shall not make the Company s shares buyback transactions if it gives a substantial adverse impact to the liquidity and equity of the Company and/or to the Company s status as a public company. 2. The Company s shares buyback can give flexibility to achieve the efficient capital structure and allow the Company to cut down the entire capital cost, improve Earning Per Share ( EPS ) as well as Return on Equity ( ROE ) in a sustainable manner.
3. It shall give the Company more flexibility in managing long term capital provided that capital surplus and fund surplus exceed the requirements, taking into account the plan for business development and expansion. The Company s shares buyback transactions shall allow the control of excess free cash flow in an efficient and proper manner. A. ESTIMATED COST OF THE SHARE BUYBACK, AND ESTIMATED NOMINAL VALUE OF THE ENTIRE SHARES TO BE SELLBACK The financing of the Company s shares buyback shall come from the retained earnings, and pursuant to Article 37 paragraph 1 letter (a) of the Law No. 40 of 2007 on Limited Liability Company provides that: the shares buyback shall not result in the Company s net assets become less than the issued capital plus the statutory reserve which has been set aside. The Company currently has provided a statutory reserve as provided for in the Law No. 40 of 2007 on Limited Liability Company. (CONSOLIDATED) EQUITY Issued and Fully paid up Equity Additional Paid in Capital Equity movements at Subsidiary Retained Earnings - reserved - unreserved Share options Unrealized (losses)/gains on available-for-sale marketable securities Non Controlling Interests (in millions of rupiah) PER SEPTEMBER 30 th 2015 (unaudited) 116,806 1,429,385-23,361 11,523,136 132,623 42 - NETT EQUITY 13,225,353 Therefore the fund allocation for the Company s shares buyback comes from the unreserved retained earnings per September 30 th 2015 of Rp 11,523,136,000,000 then said amount shall be used to finance the Company s shares buyback up to Rp 535,500,000,000 (five hundred thirty five billion and five hundred million Rupiah) to buy up to 150,000,000 shares or 2.57% of the issued capital of the Company. B. THE COMPANY PLAN ON THE SHARES TO BUYBACK The Company plans to keep the sellback shares as Treasury Stock for a period of no longer than 3 (three) years, however starting from 30 (thirty) days since the last date of the shares buyback or since May 18, 2016, The Company at any time can transfer the sellback shares in the following manners : 1) Sold on the stock exchange as well as outside the stock exchange; 2) Withdrawn by way of capital reduction; 3) Implementation of Employee Stock Option Plan or Employee Stock Purchase Plan;
In addition the sellback shares can be sold if the market price of the shares has increased. In such event the Company shall yield a profit from the sales of sellback shares. The sales of the sellback shares can be done through transactions on the stock exchange as well as outside the stock exchange taking account the prevailing laws and regulations. The shares sellback by the Company cannot be used to cast a vote in the General Stakeholder Meeting and are not calculated in determining the quorum needed pursuant to the prevailing laws and regulations, in addition said shares do not have rights to dividends. The Company s Board of Directors shall report the implementation of the Company s shares buyback as well as the results of sales of the sellback shares in the Annual General Stakeholder Meeting held by the Company. DURATION OF THE COMPANY S SHARES BUYBACK The Company s shares buyback shall be done for a period of 3 months as from February 23, 2016 to May 23, 2016. LIMITATION ON SHARES BUY BACK PRICE The Company shall limit the share buyback at the price of not higher than Rp 3,750 (three thousand seven hundred fifty Rupiah) each share. SHARES BUYBACK METHOD 1. The Company has appointed PT Trimegah Securities Tbk to exercise the Company s shares buyback for a period between February 23, 2016 and May 23, 2016 taking account the prevailing laws and regulations. 2. The shares buyback shall be exercised in the stock market on the Indonesia Stock Exchange. 3. The following parties: a. Commissioner, Director, Employee, and Controlling shareholder of the Company; b. An individual who due to his/her position or profession or business relation with the Company allows such individual to obtain inside information; or c. Parties who in the last 6 (six) months are no longer a party as referred to in items a) and b) are prohibited from making any transactions on the Company s shares during the shares buyback period or on the same day of the sell down of the sellback shares done by the Company through the Stock Exchange.
POTENTIAL DECLINE OF THE COMPANY S INCOME AS A RESULT OF IMPLEMENTATION OF THE SHARES BUYBACK AND IMPACT ON THE COMPANY S FINANCING COST Assuming that the Company makes the Company s shares buyback of Rp 535,500,000,000 (five hundred thirty five billion and five hundred million Rupiah) then the asset and equity shall decline to Rp 535,500,000,000 (five hundred thirty five billion and five hundred million Rupiah) but the shares buyback transactions shall not affect the revenue. The Company believes that the Company s shares buyback transactions shall not give substantial adverse effect to the Company s business considering that the Company has an adequate working capital and cashflow to finance the transactions and the Company s business operation at the same time. PROFORMA EARNINGS PER SHARE AFTER THE IMPLEMENTATION OF BUYBACK PLAN CONSIDERING THE DECLINE IN INCOME The following is the proforma net income and EPS as well as ROE Consolidated Financial Statement per September 30 th 2015 taking into account the financing of entire the Company s shares buyback program of Rp 535,500,000,000 (five hundred thirty five billion and five hundred million Rupiah) including transactions fees (broker fees and other fees) related to the buyback transactions of 2%. (in millions of rupiah) September 30 th 2015 (unaudited) DESCRIPTION BEFORE BUYBACK IMPACT AFTER BUYBACK Total Assets 80,113,491 (535,500) 79,577,991 Income of the current 1,374,578 1,374,578 year-attributed to owner of the parent Equity 13,225,353 (535,500) 12,689,853 Average Share Value Basic EPS Per Share 235,4 235,9 Return On Asset 3,28% 3,29% Return On Equity 14,54% 14,60% Assumption: - The shares buyback is done per September 30 th 2015 at transaction cost of 2% of the value of buyback transaction.
Proforma of the Company s capital structure before and after transactions. DESCRIPTION Before Buyback NUMBER OF SHARES PAR VALUE OF Rp.20,-Per Share % After Buyback NUMBER OF SHARES PAR VALUE OF Rp.20,-Per Share % Authorized Capital 7.500,000,000 150,000,000,000 7,500,000,000 150,000,000,000 Issued and fully paid up Capital 1 Sumitomo Mitsui Banking Corporation 2 Summit Global Capital Management B.V. 2,336,114,903 1,168,057,451 46,722,298,060 23,361,149,020 40.00% 20.00% 2.336.114.903 1.168.057.451 46,722,298,060 23,361,149,020 40.00% 20.00% 3 TPG Nusantara S.a.r.l. 4 Board of Directors and Commissioners 5 Public 6 Sellback shares 489,407,774 37,567,100 1,809,140,029 9,788,155,480 751,342,000 36,182,800,580 8.38% 0.64% 30.98% 489.407.774 37.567.100 1.659.140,029 150,000,000 9,788,155,480 751,342,000 33,182,800,580 3,000,000,000 8.38% 0.64% 28.41% 2.57% Issued and fully paid up Capital 5,840,287,257 116,805,745,140 100.00% 5,840,287,257 116,805,745,140 100.00% Shares in portfolio 1,659,712,743 1,659,712,743 MANAGEMENT DISCUSSION AND ANALYSIS ON THE IMPACT OF SHARES BUYBACK TO THE COMPANY S BUSINESS OPERATION AND GROWTH IN THE FUTURE With the assumption of the shares buyback of up to Rp 535,500,000,000 (five hundred thirty five billion and five hundred million rupiah), the Company s proforma is not significantly affected as reflected from the Company s ROA and ROE ratios after transactions of 3.29% and 14.60%, a little increase from ratios before transactions of 3.28% and 14.54%. The transactions do not significantly affect revenue and net income of the Company. The Company s Capital Adequacy Ratio shall slightly decline with this transaction. The CAR after transaction reaches 22.81% per September 2015 as opposed to the ratio before transactions of 23.80%. The shares buyback transactions shall decline the Company s core capital equal to the value of treasury stock of Rp 535,500,000,000 (five hundred thirty five billion and five hundred million rupiah). However, the Company still has a very sufficient CAR level to make business expansion with the CAR value much higher than the minimum required value of least 8%. The Company believes that the implementation of the Company s shares buyback transactions shall not give a substantial adverse impact to the Company s business operation considering the Company has adequate working capital and cashflow to finance the transactions the Company s business operation at the same time.
ADDITIONAL INFORMATION Any shareholder requiring additional information may contact the Company during office hours at the following address: PT Bank Tabungan Pensiunan Nasional Tbk Corporate Secretariat Division Menara BTPN, Lantai 29 CBD Mega Kuningan Jl. Dr. Ide Anak Agung Gde Agung, Kav 5.5-5.6 Jakarta Selatan 12950 Telephone : (021) 300 26200 Faksmili: (021) 300 26307