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20231222_ISAT_Informasi Transaksi Afiliasi_31562209_lamp5.pdf
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DISCLOSURE OF INFORMATION OF PT INDOSAT Tbk (the “COMPANY”)
REGARDING AFFILIATE TRANSACTION
No. 020/AY0-AYB/LGL/23 dated 22 December 2023
To comply with the Financial Services Authority (Otoritas Jasa Keuangan or “OJK”)
Regulation No. 42/POJK.04/2020 of 2020 on Affiliated and Conflict of Interest
Transactions (“POJK 42/2020”), the Company would like to disclose an affiliate
transaction in relation to the completion of an asset transfer agreement dated 18
December 2023 signed between the Company and PT Starone Mitra Telekomunikasi (“SMT”)
(the “ATA”), the implementation of the Framework Agreement dated 18 December 2023
signed between the Company, SMT and BDX Asia Data Center Holdings Pte. Ltd. (“BDx”)
(the “FRA”) and the implementation of certain Operational Documents (as defined
below) under the ATA which is one of a series of transaction and operational agreements
signed at the date of the ATA but effective at the completion thereof. The transaction has
affiliated transaction aspects to it as regulated under POJK 42/2020, which will be further
elaborated in this disclosure.
Unless defined otherwise in this disclosure, all capitalized terms shall have the meaning
ascribed to them in the attachments to this disclosure.
A. DESCRIPTION OF THE AFFILIATE TRANSACTION
The Company, BDx and SMT, as applicable, have executed the FRA and the ATA, in
which the Company and SMT have agreed to principally governed the transfer of the
Company’s Data Centre Assets (as defined below) to SMT and certain arrangements in
respect of the operation of such Data Centre Assets as well as provision of data centre
service following such assets transfer, which together shall comprise of one series of
transaction (the “Transaction”).
On 21 December 2023, the Company has legally transferred their Data Centre Assets to
SMT by way of a direct sale and purchase transaction pursuant to the terms of the ATA.
In respect of the Transaction, the signing of the FRA and ATA by the Company, BDx
and SMT, as applicable, is also complemented by the execution of a series of
commercial and operational agreement, which is an inseparable part of the
valuation of the Data Centre Assets sold to SMT. These agreements are
(“Operational Documents”):
1. Master Service Agreement between the Company and SMT dated 18 December
2023 (“MSA”);
2. the Master Property Lease Agreement between the Company and SMT dated 18
December 2023 (the “MPLA”);
3. the Master Assets Rental Agreement between the Company and SMT dated 18
December 2023 (the “MARA”); and
4. Data Centre Management Contract between the Company and SMT dated 18
December 2023 (“DCMC”).
Given SMT is a subsidiary of the Company, where the Company and one of its controlled
subsidiaries, namely PT Aplikanusa Lintasarta (“Lintasarta"), are the shareholders of
SMT which together holding twenty five percent (25%) of total issued and paid-up
shares of SMT, and SMT is also a party to the above arrangement, thus the Transaction
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constitutes as Affiliated Party Transaction under POJK 42/2020.
1. Date of the Transaction
The ATA, FRA, MSA, MPLA, MARA, and DCMC are concurrently signed on 18
December 2023. Further, unless otherwise specified in the relevant agreements, the
FRA is effective on its signing date, the transfer of Data Centre Assets in the ATA is
deemed completed on 21 December 2023, thus, on the same date as the completion
of ATA, the MPLA and MARA shall also be deemed effective. The MSA and DCMC
shall be effective at a later date in accordance with the terms set forth thereunder.
2. Object of the Transaction
The primary object of the Transaction is Data Centre Assets owned by the
Company, which consist of a series of movable assets, software and the relevant
information, records, files, know-how, methodologies, protocols and techniques,
or other documents which relate to such assets and the operation thereof (“Data
Centre Assets”) that are situated in several data centre sites across Indonesia,
and are previously utilized by the Company in providing data centre service for
its internal use and also the arrangement between the Company, BDx and SMT in
respect of the operation of such Data Centre Assets as well as provision of data
centre service following such assets transfer as governed under the Operational
Documents.
3. Value of the Transaction
The transaction value of the FRA, the ATA, the MARA, the MSA and the DCMC is
IDR2,625,000,000,000 while the transaction value of the MPLA is
IDR12,047,641,944 per annum for 14 years period.
4. Name of Parties conducting the Transaction
a. The Company is a telecommunication company that listed at Indonesian
Stock Exchange (Bursa Efek Indonesia or “IDX”) with the stock code “ISAT”.
The Company was established in 1967 and is domiciled at Jl. Medan Merdeka
Barat No. 21, Gambir, Central Jakarta 10110. The shareholding of the Company
as of the date of this disclosure is as follows:
• Ooredoo Hutchison Asia Pte. Ltd. – 65.6444%
• PT Perusahaaan Pengelola Aset (Persero) – 9.6323%
• PT Tiga Telekomunikasi Indonesia – 8.3316 %
• Public – 16.3914%
• Treasury Share – 0.0003%
• Republic of Indonesia – 0,0000 (1 A Serie Share)
The composition of the Board of Directors of the Company as of the date of
this disclosure is as follows:
• Vikram Sinha (President Director)
• Lee Chi Hung (Director)
• Muhammad Buldansyah (Director)
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• Irsyad Sahroni (Director)
• Cheung Kwok Tung (Director)
• Ritesh Kumar Singh (Director)
• Ahmad Zulfikar (Director)
The composition of the Board of Commissioners of the Company as of the
date of this disclosure is as follows:
• Halim Alamsyah (President Commissioner)
• Aziz Ahmad M Aluthman Fakhroo (Deputy President Commissioner)
• Fok Kin Ning Canning (Deputy President Commissioner)
• Ahmad Abdulaziz A A Al-Neama (Commissioner)
• Rene Heinz Werner (Commissioner)
• Woo Chiu Man, Cliff (Commissioner)
• Cheung Kwan Hoi (Commissioner)
• Efthymios Tsokanis (Commissioner)
• Sugito Walujo or also known as Patrick Walujo (Commissioner)
• Meirijal Nur (Commissioner)
• Elisa Lumbantoruan (Independent Commissioner)
• Wijayanto ST or also known as Wijayanto Samirin (Independent
Commissioner)
• Syed Maqbul Quader (Independent Commissioner)
• Hernando (Independent Commissioner)
• Rudiantara (Independent Commissioner)
b. SMT is a subsidiary of the Company and was established in 2006. Its current
primary business is to run data centre. SMT is domiciled at Sampoerna
Strategic Square North Tower 8 th Floor, Jl. Jendral Sudirman No. 45-46, Karet
Semanggi, Setiabudi, South Jakarta, Indonesia. The shareholding of SMT as
of the date of the disclosure is as follows:
• The Company – 17.29%
• Lintasarta – 7.71%
• BDx– 75%
The composition of the Board of Directors of SMT as of the date of this
disclosure is as follows:
• Agus Hartono Wijaya W (President Director)
• Mayank Srivastava (Director)
• Vijay Tripathi (Director)
• Sujit Panda (Director)
• Kurniawan Dwi Prasetyo (Director)
The composition of the Board of Commissioners of SMT as of the date of this
disclosure is as follows:
• Darrin John Webb (President Commissioner)
• Kunal Agarwal (Commissioner)
• Armand Hermawan (Commissioner)
• Saikat Shibnath Mukherjee (Commissioner)
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c. BDx is a leading data centre, colocation and hybrid cloud solution provider in
Asia-Pacific and was established in 2011. Its current primary business is to
invest in data centres and other digital infrastructure related to its business
activities. BDx is domiciled in Singapore. The shareholding of BDx as of the
date of the disclosure is as follows:
• Cube Data Center (Singapore) Holdings II PTE – 18,478,609 shares
(Ordinary) and 36,956,817 shares (Preference); and
• BDX Fund III DC Partners (B) LP – 4,135,591 shares (Ordinary) and 8,271,183
shares (Preference).
The composition of BDx management is as follows:
• Darrin John Webb (Director)
• Abu Bakar Bin Mohd Nor (Director)
• Harsh Agrawal (Director)
• Agarwal Kunal (Director)
• Danny Heng (Director)
• Lin Le (Director)
5. Nature of Relationship between the Company and the Affiliates
The Company and Lintasarta (which the Company is the majority shareholder
thereof), are the shareholders of SMT, which together holding twenty five
percent (25%) of total issued and paid-up shares of SMT, when the Transaction
took place.
B. SUMMARY OF THE VALUATION BY INDEPENDENT APPRAISER (Kantor Jasa Penilai
Publik or “KJPP”)
In respect of the Transaction, KJPP appointed by the Company, KJPP Nirboyo A.,
Dewi A., & Rekan with Business License No. 2.09.0018 based on Minister of Finance
Decree No.357/KM.1/2009 dated 2 April 2009, registered as a capital market
supporting professional at the OJK with Registration Certificate (Surat Tanda
Terdaftar (STTD)) of Capital Market Supporting Professional No. STTD.PPB-23/PJ-
1/PM.02/2023 dated 9 May 2023 as an independent appraiser (“KJPP NDR”), has
conducted the following valuations:
• Valuation of the tangible assets as provided in the valuation report Property of the
Company – Data Centre Equipment No.00823/2.0018-00/PP/06/0149/1/XII/2023
dated December 14, 2023;
• Valuation of lease value of data centre space as provided in the valuation report
of Lease Value of Data Centre Space at 46 locations of the Company
No.00824/2.0018-00/PI/06/0149/1/XII/2023 dated December 14, 2023;
• Valuation of the MARA and MSA as provided in the valuation report of Intangible
Assets in Form of Lease Contract of Data Centre between the Company and SMT
No. 00828/2.0018-00/BS/06/0149/1/XII/2023 dated December 18, 2023.
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I. Valuation of the Tangible Assets
1. Valuation Object
The valuation object is Data Centre Equipment (as defined below) owned by the
Company located at several data centre sites spread across Indonesia.
The valuated Data Centre Equipment is part of Data Centre Assets which consists of
cooling system, electric power, fire system, generator set, CCTV, CME and other
equipment (“Data Centre Equipment”).
2. Purpose of the Valuation
The valuation report is intended to disclose the market value opinion of the
valuation object on valuation date, which stated in Rupiah, which will be used for
transaction purposes.
3. Assumptions and Limitations
Assumptions:
1. All statements and data contained in the valuation report are relevant, true and
accountable in accordance with generally applicable valuations procedures and
submitted in good faith.
2. KJPP NDR have reviewed the documents used in the valuation process.
3. KJPP NDR is responsible for the implementation of the property valuation.
4. All valuation assumptions used in the valuation process are based on supporting
documents received from management.
5. All data received in connection with the valuation is relevant, true and reliable.
6. KJPP NDR has reviewed the information on the legal status of the object of
valuation from the Company.
7. KJPP NDR is responsible for the report and the final conclusion of the value.
Limitations:
1. The valuation report carries a non-disclaimer opinion.
2. The information and data provided by the Company to KJPP NDR as mentioned
in the valuation report are considered appropriate and reliable. However, KJPP
NDR is not responsible if it turns out that the information and data provided are
proven inconsistent with the actual information and data referred to therein.
Information stated without mentioning the source is the result of KJPP NDR
review of existing data, examination of documents or information from authorized
government agencies. The responsibility for re-checking the correctness of the
information rests entirely with the Company.
3. All data and information disclosed in the valuation report can be accounted for
and have been validated by the Indonesian Society of Appraisers (Masyarakat
Profesi Penilai Indonesia or MAPPI).
4. The list of valuation objects and financial projections that have been provided by
the Company to KJPP NDR as stated in the valuation report is deemed worthy
and trustworthy (fiduciary duty), but KJPP NDR is not responsible if it turns out
that the information provided are proven inconsistent with the actual information
and data referred to therein. The legal status of the valuation object which is
stated without mentioning the source is the result of KJPP NDR review of the
existing data, examination of documents or information from the authorized
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government agency, the responsibility for re-checking the correctness of the
information rests entirely with the Company.
5. The valuation report is prepared based on economic considerations, general
business conditions and financial conditions as well as object conditions.
6. The value analysis, opinions and conclusions stated in the valuation report are
limited by the assumptions and limitations expressed in the valuation report,
which are the results of the independent appraiser’s analysis, opinion and
conclusion. The valuation report is in accordance with OJK Regulation No.
28/POJK.04/2021 concerning Valuation and the Presentation of Property
Valuation Reports in the Capital Market (“POJK 28/2021”), Circular Letter OJK No.
33/SEOJK.04/2021 concerning Guidelines for the Valuation and Presentation of
Property Valuation Reports in the Capital Market (“SEOJK 33/2021”), Indonesian
Appraiser Code of Ethics and the Indonesian Valuation Standards Edition VII-2018
(“KEPI & SPI Edition VII-2018”) and applicable laws.
7. KJPP NDR is not responsible for reaffirming or completing the valuation as a result
of events occurring after the date of the report.
8. KJPP NDR valuation is based on data provided by management of the Company.
Given that the results of KJPP NDR valuation are highly dependent on the
completeness, accuracy and presentation of the data and the underlying
assumptions, changes to the data such as new information from the public,
information that is the result of special investigations, or from other sources will
change the results of KJPP NDR valuation. Therefore, KJPP NDR convey that
changes to the data used may affect the results of the valuation, and that the
differences that occur may be material. Although the contents of the valuation
report have been carried out in good faith and in a professional manner, KJPP
NDR are not responsible for the possibility of differences in conclusions caused
by additional analysis, or any changes in the data that is used as the basis for the
valuation.
9. The valued object is assumed to have a valid use and permit and that there are no
adverse local conditions and permits and there is no possibility of an adverse plan.
10. The values listed in the report as well as any other values in the report that are part
of the asset valued are only valid in accordance with the intent and purpose of the
valuation. The values used in the valuation report may not be used for other
valuation purposes which may result in errors.
11. Differences in conditions that may occur between the date of the valuation and
the time of using the results of the valuation can reduce the relevance of the value
opinion to the needs of users of the results of the valuation, due to differences in
access to data and information as well as assumptions and valuation analysis.
If the user of the valuation finds the condition, it is recommended to assign KJPP
NDR to review the assignment that has been carried out and if possible and
necessary, KJPP NDR can reassess by repeating the appraisal procedure that was
previously carried out, more fully. These processes and procedures must be
outlined in an independent assignment and different from the previous valuation
assignments.
12. That the Company shall indemnify KJPP NDR from and against lawsuit, liability,
costs and expenses (including but not limited to legal costs and time that has
been given) addressed to, paid or incurred by KJPP NDR at any time and in any
circumstances incurred in connection with the issuance of the valuation report
on the property, except to the extent specified in the prior agreement.
13. KJPP NDR is responsible for the report and the final conclusion.
14. KJPP NDR have identified the legal status of the object valuation based on proof
of property ownership from the Company.
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15. The report is considered valid if it stamped by KJPP NDR on the signature sheet
of the person in charge of the report.
4. Valuation Approach and Method
In conducting the valuation of Data Centre Equipment KJPP NDR used Cost
Approach with Depreciated Replacement Cost Method.
5. Conclusion of the Valuation
Considering all the relevant data and information and analysis conducted on a variety
of factors that affect the value of object of valuation, as well as assumptions and
limitations stated in the report, KJPP NDR concluded that the market value of Data
Centre Equipment as of June 30, 2023 is IDR378,387,000,000,- (three hundred
seventy eight billion three hundred eighty seven million Indonesian Rupiah).
II. Valuation of Lease Value of Data Centre Space
1. Valuation Object
The valuation object is Lease Value of Data Centre Space owned by the Company,
located in 46 (forty six) locations spread across in Indonesia.
2. Purpose of the Valuation
The valuation report is intended to disclose the opinion of market value of rent of the
valuation objects on valuation date, stated in Rupiah, which will be used for
transaction purposes.
3. Assumptions and Limitations
Assumptions:
1. All statements and data contained in the valuation report are relevant, true and
accountable in accordance with generally applicable valuations procedures and
submitted in good faith;
2. KJPP NDR have reviewed the documents used in the valuation process;
3. KJPP NDR is responsible for the implementation of the property valuation;
4. All valuation assumptions used in the valuation process are based on supporting
documents received from management;
5. All data received in connection with the valuation is relevant, true and reliable.
6. KJPP NDR has reviewed the information on the legal status of the object of
valuation from the Company.
7. KJPP NDR is responsible for the valuation report and the final conclusion of the
value.
Limitations:
1. The valuation report carries a non-disclaimer opinion.
2. The information and data provided by the Company to KJPP NDR as mentioned
in the valuation report are considered appropriate and reliable. However, KJPP
NDR is not responsible if it turns out that the information and data provided are
proven inconsistent with the actual information and data referred to therein.
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Information stated without mentioning the source is the result of KJPP NDR
review of existing data, examination of documents or information from
authorized government agencies. The responsibility for re-checking the
correctness of the information rests entirely with the Company.
3. All data and information disclosed in the valuation report can be accounted for
and have been validated by the Indonesian Society of Appraisers (Masyarakat
Profesi Penilai Indonesia or MAPPI).
4. The list of valuation objects and financial projections that have been provided by
the Company to KJPP NDR as stated in the valuation report is deemed worthy
and trustworthy (fiduciary duty), but KJPP NDR is not responsible if it turns out
that the information provided are proven inconsistent with the actual information
and data referred to therein. The legal status of the valuation object which is
stated without mentioning the source is the result of KJPP NDR review of the
existing data, examination of documents or information from the authorized
government agency, the responsibility for re-checking the correctness of the
information rests entirely with the Company.
5. The valuation report is prepared based on economic considerations, general
business conditions and financial conditions as well as object conditions.
6. The value analysis, opinions and conclusions stated in the valuation report are
limited by the assumptions and limitations expressed in the valuation report,
which are the results of the independent appraiser's analysis, opinion and
conclusion. The valuation report is in accordance with POJK 28/2021, SEOJK
33/2021, KEPI & SPI Edition VII-2018 and applicable laws.
7. KJPP NDR is not responsible for reaffirming or completing the valuation as a
result of events occurring after the date of the report.
8. The valuation is based on data provided by management. Given that the results
of KJPP NDR valuation are highly dependent on the completeness, accuracy and
presentation of the data and the underlying assumptions, changes to the data
such as new information from the public, information that is the result of special
investigations, or from other sources will change the results of valuation.
Therefore, KJPP NDR convey that changes to the data used may affect the results
of the valuation, and that the differences that occur may be material. Although
the contents of the valuation report have been carried out in good faith and in a
professional manner, KJPP NDR is not responsible for the possibility of differences
in conclusions caused by additional analysis, or any changes in the data that is
used as the basis for the valuation.
9. The valued object is assumed to have a valid use and permit and that there are
no adverse local conditions and permits and there is no possibility of an adverse
plan.
10. The values listed in the report as well as any other values in the report that are
part of the asset valued are only valid in accordance with the intent and purpose
of the valuation. The values used in the valuation report may not be used for other
valuation purposes which may result in errors.
11. Differences in conditions that may occur between the date of the valuation and
the time of using the results of the valuation can reduce the relevance of the value
opinion to the needs of users of the results of the valuation, due to differences in
access to data and information as well as assumptions and valuation analysis. If
the user of the valuation finds the condition, it is recommended to assign KJPP
NDR to review the assignment that has been carried out and if possible and
necessary, KJPP NDR can reassess by repeating the appraisal procedure that was
previously carried out, more fully. These processes and procedures must be
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outlined in an independent assignment and different from the previous valuation
assignments.
12. That the Company shall indemnify KJPP NDR from and against lawsuit, liability,
costs and expenses (including but not limited to legal costs and time that has
been given) addressed to, paid or incurred by KJPP NDR at any time and in any
circumstances incurred in connection with the issuance of the valuation report
on the property, except to the extent specified in the prior agreement.
13. KJPP NDR is responsible for the report and the final conclusion.
14. KJPP NDR have identified the legal status of the object valuation based on proof
of property ownership from the Company.
15. The valuation report is considered valid if it stamped by KJPP NDR, on the
signature sheet of the person in charge of the report.
4. Valuation Approach and Method
In conducting the valuation of Data Centre Space, KJPP NDR used Market Approach
with Overall Adjustment / Pluses Minuses Technique Method.
5. Conclusion of the Valuation
Considering all the relevant data and information and analysis conducted on a variety
of factors that affect the value of object of valuation, as well as assumptions and
limitations stated in the report, KJPP NDR concluded that the market value of Lease
Value of Data Centre Space per year of the property owned by the Company as
of June 30, 2023 is IDR12,044,000,000 (twelve billion forty four million Indonesian
Rupiah).
III. Valuation of the MARA and MSA
1. Valuation Object
The valuation object is intangible assets in the form of Lease Contract of Data Centre
signed between the Company and SMT namely MARA and MSA.
2. Purpose of the Valuation
The valuation report is intended to disclose the opinion of market value of the
valuation object on valuation date, expressed in Rupiah, which will be used for
transaction purposes.
3. Assumptions and Limitations
Assumptions:
The valuation report depends on these following matters:
1. All statements and data in the report are relevant, true, and accountable in
accordance with commonly accepted valuation procedures and are presented in
good faith;
2. KJPP NDR utilizes financial projections provided by management and have made
adjustments reflecting the reasonableness of the projections within their
achievable capacity (fiduciary duty);
3. KJPP NDR is responsible for the execution of the valuation and the
reasonableness of financial projections;
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4. All assumptions used in the examination process of financial projections are
based on supporting documents received from management;
5. All data received in connection with the valuation is relevant, true, and reliable;
6. KJPP NDR have reviewed information on the legal status of the valuation object
from the Company;
7. There are no material and significant changes in the political, economic, and legal
climate where the Company conducts its business;
8. There are no material and significant changes in tax rates or interest rates
obtained from the financial projections provided to KJPP NDR;
9. There are no material and significant changes in regulations and laws applicable
in the country affecting the telecommunications business;
10. There are no material and significant changes in labor and other significant costs;
11. There are no material and significant disruptions to industrial relations or labor
associations;
12. There are no material and significant changes in the accounting policies used by
the Company;
13. There are no material and significant changes in industrial technology and market
competition in the country where the Company operates its business;
14. KJPP NDR is responsible for the report and the final conclusion of the value.
Limitations:
1. Differences in conditions that may occur between the valuation date and the use
of valuation results can reduce the relevance of the opinion of value to the needs
of the users of the valuation results due to differences in data access, information,
and the assumptions and analyses of the valuation. If users of the valuation results
encounter such conditions, it is recommended to assign KJPP NDR to review the
completed assignment, and if possible and necessary, KJPP NDR can re-assess by
repeating the valuation procedures previously conducted, in a more
comprehensive manner. These processes and procedures should be documented
in a standalone assignment distinct from the previous valuation;
2. The valuation report carries a non-disclaimer opinion;
3. The information provided by the Company to the KJPP NDR, as mentioned in the
report, is deemed appropriate and reliable. However, KJPP NDR is not responsible
if it turns out that the provided information proves to be inconsistent with the
actual circumstances. Information stated without citing its source is the result of
KJPP NDR examination of available data, document checks, or information from
relevant government authorities. The responsibility for verifying the accuracy of
the information rests entirely with the Company;
4. KJPP NDR verified and confirmed that the data received, and responsible for the
accuracy and completeness of the data provided by the Company, as well as the
accuracy of the presentation of that data. KJPP NDR is not responsible for any
losses, costs, or expenses caused by the lack of transparency in information,
leading to incomplete or misinterpretation of the data obtained by KJPP NDR;
5. All data and information provided, as well as statements in the report, have been
disclosed fully, honestly, are relevant, true, and accountable according to
generally applicable valuation procedures and are presented in good faith;
6. KJPP NDR’s valuation is based on the data and information provided by the
Company. Considering that the results of KJPP NDR valuation are highly
dependent on the completeness, accuracy, and presentation of data, as well as
the underlying assumptions, changes in data such as new public information,
information resulting from special investigations, or from other sources may yield
different results from KJPP NDR valuation. Therefore, KJPP NDR note that
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changes to the data used can affect the valuation results, and any differences that
occur can be material. Although the content of the report has been conducted in
good faith and in a professional manner, KJPP NDR is not responsible for the
possibility of differing conclusions caused by additional analysis or changes in the
data used as the basis for the valuation;
7. The values stated in the report and any other values in the report that are part of
the assessed object only apply according to the purpose and objectives of the
valuation. The values used in the report should not be used for other valuation
purposes that may result in errors;
8. The valuation report is prepared based on considerations of economics, general
business conditions, financial conditions, and the business conditions of the
assessed object;
9. The analysis, opinions, and conclusions KJPP NDR make in the valuation report
comply with the Regulation No. VIII.C.5 concerning Guidelines for the Valuation
and Presentation of Intangible Assets Report in the Capital Market (“Regulation
VIII.C.5”), Regulation No. 35/POJK.04/2020 concerning the Valuation and
Presentation of Business Valuation Report in the Capital Market ("POJK 35/2020"),
Circular Letter No. 17/SEOJK.04/2020 concerning Guidelines for the Valuation and
Presentation of Business Valuation Reports in the Capital Market ("SEOJK
17/2020"), KEPI & SPI Edition VII-2018, as well the Revised Edition of SPI 320 on the
Valuation of Intangible Assets and relevant statutory regulations.
10. KJPP NDR is not responsible for reconfirming or supplementing the valuation due
to events that occur after the report date (subsequent events);
11. KJPP NDR as well as its valuers and other employees, have no financial interest in
the obtained value;
12. The valuation report is considered valid if the seal of KJPP NDR, is affixed to the
signature sheet of the report’s responsible party.
4. Valuation Approach and Method
In conducting the valuation of MARA and MSA, KJPP NDR used Income Approach
with Excess Earnings Method.
5. Conclusion of the Valuation
Considering all the relevant data and information and analysis conducted on a variety
of factors that affect the value of object of valuation, as well as assumptions and
limitations stated in the report, KJPP NDR concluded that the market value of
Intangible Assets in the form of MARA and MSA between the Company with SMT
as of June 30, 2023 is IDR2,105,945,000,000 (two trillion one hundred five billion
nine hundred forty five million Indonesian Rupiah).
C. SUMMARY OF THE FAIRNESS OPINION
Summary of Fairness Opinion Report of the Transactions
In respect of the Transaction, KJPP appointed by the Company, KJPP NDR, has provided
fairness opinion as provided in Fairness Opinion Report No.00834/2.0018-
00/BS/06/0149/1/XII/2023 dated December 21, 2023.
1. Transaction Parties
The parties involved in the Transaction are:
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1. the Company;
2. SMT; and
3. BDx.
2. Fairness Opinion Transaction Object
The valuation object is the Fairness Opinion of the Transaction between
the Company and SMT in the form of:
1. Selling Data Centre Equipment located at several data centre sites spread across
Indonesia to SMT;
2. Renting data centre space which located in 46 locations to SMT;
3. Renting Data Centre Equipment from SMT;
4. Subscription to data centre services from SMT;
5. Providing data centre management services to SMT.
The Transaction is reflected in the FRA, the ATA, the MARA, the MSA, the DCMC and
the MPLA.
3. Valuation Date
Valuation date is as of June 30, 2023
4. Purpose and objective of the Fairness Opinion
This fairness opinion report is intended to provide the fairness opinion of the
Transaction to comply with the provisions of the POJK 42/2020.
5. Assumptions and Limitations
Assumptions:
1. Company is a company with sustainable business in the future and are managed
by professional and competent management (going concern);
2. Transaction is carried out as explained by the Company’s management and in
accordance with the agreement and correctness of the information regarding
the Transaction disclosed by the Company;
3. From the issuance date of the report up to the effective date of the Transaction
there will not be any changes that could materially affect the assumptions used
in preparing fairness opinion;
4. All data and information provided has been fully disclosed, honestly, correctly
and accountably;
5. All statements and data contained in the report is relevant, reliable and
accountable in accordance with generally accepted valuation procedures and
delivered in good faith;
6. KJPP NDR uses financial projections obtained from the Company’s
management and have made adjustments that reflect the fairness of the
projections with their fiduciary duty;
7. KJPP NDR is responsible for the implementation of valuation and the fairness of
financial projections;
8. All valuation assumptions used in the projection review process are based on
supporting documents received from the Company’s management;
9. All data obtained in the valuation is relevant, reliable, and accountable;
Page 13
10. KJPP NDR has reviewed information on the legal status of the valuation subject
from the Company;
11. There are no material and significant changes to the political, economy and legal
environment in where the Company’s does its business;
12. There are no material and significant changes to the Company’s management
structure;
13. There are no material and significant changes to the regulations and laws where
the Company does its business that may affects its revenue;
14. There are no material and significant changes to work force and other significant
costs;
15. There are no material and significant disruptions to industrial relations or labor
associations;
16. There are no material and significant changes to accounting policies used by the
Company;
17. There are no material and significant changes to industrial technology and
market competition where the company does its business;
18. KJPP NDR is responsible for the report and conclusion of final value.
Limitations:
1. The fairness opinion report is a non-disclaimer opinion.
2. Differences in conditions that may occur between the valuation date and the
time when the valuation result is used can reduce the relevance of the value
opinion to the needs of the users of the valuation result, due to differences in
data and information access as well as valuation assumptions and analysis. If the
user of the valuation results find the condition, it is advisable to assign KJPP NDR
to review the assignment that has been carried out and if possible and needed,
KJPP NDR can re-evaluate by repeating the previous valuation procedures, more
completely. These processes and procedures must be contained in an
independent and different assignment from the previous valuation assignment.
3. The fairness opinion report and/or the references attached to it are carried out
in accordance with the aims and objectives of the assessment stated in the
report and are only intended for Assignors and Report Users as referred to in the
report.
4. Information that has been provided by the Company to KJPP NDR, as stated in
the report, are assume to be reliable and accountable. But KJPP NDR is not
responsible if it turns out the information provided are proven to be
incompatible with the truth. Information stated without stating the source is the
result of KJPP NDR review of available data, examination of documents or
information from authorized government agencies. The responsibility for re-
checking the truth of the information rests entirely on the Company side.
5. KJPP NDR’s valuation is based on data and information provided by the
management. Considering that the results of KJPP NDR assessment are highly
dependent on the completeness, accuracy and presentation of the data and the
underlying assumptions, changes in data such as new information from the
public, information that is the result of special investigations or from other
sources may give different results from the results KJPP NDR assessment.
Therefore, KJPP NDR confirms that changes to the data used may affect the
results of the assessment and that the differences that occur may be material.
Although the contents of the report have been carried out in good faith and in a
professional manner, KJPP NDR is not responsible for any possible difference in
conclusions caused by additional analysis or changes in the data used as the
basis for the valuation.
Page 14
6. The fairness opinion included in the report as well as any other analysis in the
report which is part of the object being assessed, is only valid in accordance with
the aims and objectives of the valuation. The fairness opinion used in the report
should not be used for other valuation purposes that could result in errors.
7. Material changes to certain conditions may have unpredictable impacts and
may affect the fairness opinion;
8. The fairness opinion report is prepared with the consideration of economy,
general business condition and financial condition, as well as the business
condition of valuation object. The analysis, opinions and conclusions KJPP NDR
have made in the report are in accordance with POJK 35/2020, SEOJK 17/2020,
KEPI & SPI Edition VII-2018 as well as applicable laws and regulations.
9. KJPP NDR is not responsible to reaffirming or completing the valuation as a
result of events that occur after report date (subsequent events).
10. KJPP NDR as well as its valuers and other employees have no financial interest
in the value obtained.
11. The fairness opinion report is considered valid if the stamp (seal) of KJPP NDR
appears on the signature sheet of the person responsible for the report.
6. Fairness Opinion Analysis Methods
To provide the fairness opinion of the Transaction, the analysis that KJPP NDR carry
out are as follows:
• Transaction analysis;
• Qualitative analysis;
• Quantitative analysis;
• Fairness analysis of transaction value;
• Analysis of other relevant factors.
7. Conclusion of the Fairness Opinion
Based on the fairness opinion analysis that we conducted on the Transaction, KJPP
NDR conclude that the Transactions between the Company and SMT consists of:
1. Selling Data Centre Equipment located at several data centre sites spread across
Indonesia to SMT;
2. Renting data centre equipment from SMT;
3. Subscription to data centre services from SMT;
4. Providing data centre management services to SMT
with a transaction value of IDR2,625,000,000,000 and renting data centre space
which located in 46 locations to SMT with a transaction value of IDR12,047,641,944 as
of June 30, 2023 are Fair.
D. CONSIDERATION ON WHY THE TRANSACTION IS IMPLEMENTED
By having additional data center business within several new data centre sites across
Indonesia, SMT is expected to grow their business and gain the benefit of having
business footprint across Indonesia. Having 25% shareholding in SMT, the Company is
expected to get an added value in the long run.
E. STATEMENT OF THE BOARD OF DIRECTORS (“BoD") AND BOARD OF
COMMISSIONERS (“BoC”)
Page 15
The BoD has stated that in accordance with Article 10 (h) of POJK 42/2020, the
Transaction has gone through an adequate procedure to ensure that the Transaction
is carried out in accordance with the generally accepted business practices.
Furthermore, in accordance with Article 10 (i) of POJK 42/2020, the BoD and BoC have
stated that the Transaction does not contain any conflict of interest and all material
information in relation to the Transaction has been disclosed and is not misleading.
F. ADDITIONAL INFORMATION
For shareholders of the Company who require further information as
abovementioned in this disclosure, please contact:
Headquarters Office:
Jl. Medan Merdeka Barat No. 21, Gambir, Central Jakarta, 10110
Jakarta, 22 December 2023
Up. Corporate Secretary
Email: corporate.secretary@ioh.co.id
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