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UNOFFICIAL
TRANSLATION
INFORMATION DISCLOSURE TO THE SHAREHOLDERS OF
PT SMARTFREN TELECOM TBK (“INFORMATION DISCLOSURE”)
THIS INFORMATION DISCLOSURE IS PREPARED BY PT SMARTFREN TELECOM TBK
(THE “COMPANY”) IN COMPLIANCE WITH FINANCIAL SERVICES AUTHORITY
REGULATION NUMBER 42/POJK.04/2020 DATED JULY 2, 2020, ON AFFILIATED
TRANSACTIONS AND CONFLICT-OF-INTEREST TRANSACTIONS. THE
TRANSACTION AS STATED IN THIS INFORMATION DISCLOSURE IS AN AFFILIATED
TRANSACTION BUT IT IS NOT A CONFLICT-OF-INTEREST TRANSACTION AS
REFERRED TO IN FINANCIAL SERVICES AUTHORITY REGULATION NUMBER
42/POJK.04/2020.
If you have difficulties understanding the information contained in this Information Disclosure, you
should consult a legal advisor, public accountant, financial advisor, or other professionals.
PT Smartfren Telecom Tbk
(the ”Company”)
Business Activities:
Telecommunication Network and Service Provider
Head Office:
Jl. H. Agus Salim No. 45
Menteng, Jakarta Pusat - 10340, Indonesia
Ph. (62-21) 5053 8888
Fax. (62-21) 315 6853
website: www.smartfren.com
e-mail: corpsec.division@smartfren.com
This Information Disclosure is issued in Jakarta on December 21, 2023
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I. DEFINITION
Transferred Assets : Means Owned Properties and Infrastructure.
DSS : Means PT Dian Swastatika Sentosa Tbk, a public limited
liability company incorporated under and subject to the laws
of Republic of Indonesia.
Infrastructure : Means every supporting equipment related to or required for
operational activities of Data Centers.
Information Disclosure : Means the information disclosed by the Company as
contained in this announcement.
MOLHR : means the Minister of Law and Human Rights of the
Republic of Indonesia.
OJK : means Financial Service Authority, as referred to in the Law
of the Republic of Indonesia Number 21 of 2011 on
Financial Services Authority.
Sale and Purchase Agreement : means the Sale and Purchase Agreement in connection to
the transfer of Transferred Assets by and between the
Company and Smartel, as the seller, and SMPlus as buyer,
which has been signed on December 19, 2023.
The Company : means PT Smartfren Telecom Tbk, a public limited liability
company incorporated under and subject to the laws of
Republic of Indonesia.
POJK 42/2020 : means OJK Regulation Number 42/POJK.04/2020 on
Affiliated Transactions and Conflict-of-Interest
Transactions.
Data Centers : means the data centers owned and operated by the Company
and/or Smartel located on the Owned Properties and
Infrastructure.
LEAS : means the Legal Entity Administration System of the
Directorate General of General Legal Administration of the
Ministry of Law and Human Rights.
Smartel : means PT Smart Telecom, a limited liability company
incorporated under and subject to the laws of Republic of
Indonesia, and subsidiary to the Company with 99.99%
share ownership.
SMPlus : means PT SMPlus Sentra Data Persada, a limited liability
company incorporated under and subject to the laws of
Republic of Indonesia, and an indirect subsidiary to DSS.
Owned Properties : means land and/or buildings owned by the Company and/or
Smartel located in Tangerang, Bogor, Cirebon, Semarang,
Solo, Jember, Malang, Jambi, Padang, Aceh, Batam,
Banjarmasin, Makassar, and Manado.
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Transaction : means the transaction as described in Section II and section
III of this Information Disclosure.
II. INTRODUCTION
Information as conveyed in this Information Disclosure to the Company’s shareholders in relation to
the affiliated transaction as defined in POJK 42/2020 is made to give complete information and
description to the Company’s shareholders regarding the Transaction..
The Company’s and Smartel’s assets in the form of existing Owned Properties and Infrastructure is not
yet optimally utilized, and thus as suggested by the Directors of the Company together with the
Directors of Smartel, those assets will be transferred to another party, which is SMPlus, an affiliated
company, who is believed to be able to manage and utilize the assets more optimally, by way of
signing the Land and Building Sale and Purchase Agreement and Data Centers Sale and Purchase
Agreement with total transaction value of Rp 544,208,371,000 (five hundred forty four billion two
hundred eight million three hundred seventy one thousand Rupiah) - exclusive of taxes, levies and
other fees that may be imposed.
Based on the information (report) contained in the Company’s Consolidated Financial Statement for
the period ended September 30, 2023, which has been audited by Public Accountant Office Mirawati
Sensi Idris, the Transaction is not a material transaction as defined in POJK 17/2020, since the value of
the Transaction does not exceed 20% of the Company’s equity.
The Transaction is an affiliated transaction, but it is not a conflict-of-interest transaction as defined in
POJK 42/2020, since there is no discrepancy between the economic interests of the Company and the
personal economic interests of the members of the Board of Directors, members of the Board of
Commissioners, and ultimate shareholders of the Company that may harm the Company.
III. DESCRIPTION OF THE TRANSACTION
1. BACKGROUND AND CONSIDERATION OF THE TRANSACTION
With the tight competition in telecommunication service industry in Indonesia, the Company needs
to have cost leadership to be able to offer services with efficient cost and provide competitive
service price to its subscribers. The Company must have strategy focus on its main business activity
which is as the provider of telecommunication services. The management of Properties and
Infrastructure for data center business is not part of the Company’s core busines. Therefore, the
Company and Smartel intend to transfer its Owned Properties and Infrastructure to SMPlus who
will be focusing on making the data center business as its main business activity, in which it is
expected to be able to create better efficiency and taking this business opportunity by developing
reliable data center services in Indonesia.
The Transaction is an affiliated transaction because SMPlus is a company who is an indirect
subsidiary to DSS, and DSS is an affiliated party to the Company.
2. PURPOSE AND BENEFITS OF THE TRANSACTION TO THE COMPANY
This Transaction is expected to provide the following benefits:
Efficiency in the operating cost and routine maintenance cost of the Transferred Assets.
The Company and Smartel will obtain additional cash fund from the sale proceeds of
Transferred Assets, which can be utilized to support the Company and Smartel’s working plan.
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3. OBJECT AND VALUE OF TRANSACTION
The Object of Transaction is the Transferred Assets.
The value of the object of Transaction is amounting Rp544,208,371,000 (five hundred forty four
billion two hundred eight million three hundred seventy one thousand Rupiah), exclusive of taxes,
levies and other fees imposed in relation to the acquisition of rights of the Transferred Assets (if
any).
4. SALE AND PURCHASE AGREEMENT
The following is the summary of the main provisions stipulated in the Sale and Purchase
Agreement in connection with the Transaction:
Parties to the Transaction : The Company and/or Smartel (each as “Seller”)
SMPlus (as “Buyer”)
(hereinafter the Company, Smartel (where it is relevant),
and SMPlus together will be referred to as “the Parties”)
Date of Sale and Purchase : December 19, 2023
Agreement
Purchase Price of the Transferred : Total value is Rp544,208,371,000 (five hundred forty four
Assets billion two hundred eight million three hundred seventy one
thousand Rupiah) exclusive of taxes, levies and other fees
imposed in relation to the acquisition of rights of the
Transferred Assets (if any).
Governing Law : Law of the Republic of Indonesia
The completion of sale and transfer of Transferred Assets will be executed after the conditions of
sale and transfer of the Transferred Assets has been fulfilled.
5. PARTIES INVOLVED IN THE TRANSACTION
a. PT Smartfren Telecom Tbk (“the Company”)
i. Brief Profile
The Company is a public limited liability company incorporated under the laws of the
Republic of Indonesia and domiciled in Central Jakarta, with head office located at Jl. H.
Agus Salim No. 45, Kebon Sirih, Menteng, Central Jakarta 10340, telephone number: +6221
50278888, facsimile number: +6221 3156853, and email address:
corpsec.division@smartfren.com.
The Company was incorporated based on the Deed of Limited Liability Company of “PT
Mobile-8 Telecom” No. 11 dated December 2, 2002, made before Notary Imas Fatimah, S.H.
The deed has been approved by the MOLHR based on Decree No. C-24156
HT.01.01.TH.2002 dated December 16, 2002, and has been announced in the State Gazette
of the Republic of Indonesia No. 18 dated March 3, 2003, Supplement No. 1772.
The Company has amended its articles of association several times, with the latest
amendment on the increase in authorized capital as stated in the Deed of Declaration of
Meeting Resolution No. 33 dated November 30, 2023, made before Notary Esther Pascalia
Ery Jovina, S.H., M.Kn., which has received approval from MOLHR based on Decree No.
AHU-0074880.AH.01.02.TAHUN 2023 dated December 1, 2023 and has been recorded in
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the LEAS as stated in the Receipt of Notification of Amendments to the Articles of
Association of the Company PT Smartfren Telecom Tbk No. AHU-AH.01.09-0191442.
ii. Purpose, Objective, and Business Activities
The purpose and objective of the Company are to conduct businesses in the field of:
wired telecommunications activities
wireless telecommunications activities
internet service provider
web portals and/or digital platforms for commercial purposes
internet telephony services for public purposes
internet interconnection services (NAP)
content provider services via mobile cellular network or wireless local fixed network with
limited mobility
other value-added telephony services
other telecommunications activities that cannot be classified elsewhere
e-commerce application development activities
data processing activities
hosting and related activities
wholesale trade of telecommunications equipment
retail trade through media for various other goods
call center activities
installation of industrial machinery and equipment
construction of telecommunications center
construction of other electrical and communications networks
telecommunications installations
wholesale trade on a fee or contract basis
wholesale trade of computers & computer equipment
wholesale trade of software
retail trade of computers & computer equipment
retail trade of software
retail trade of telecommunications equipment
other publishing activities
software publishing
satellite telecommunications activities
premium call services
premium SMS services
communication system services
other multimedia services
special telecommunications activities for broadcasting
other computer programming activities
other computer consulting and computer facility management activities
other information technology and computer services activities
other information service activities that cannot be classified elsewhere
advertising
reparation of telecommunications equipment
To achieve such purpose and objective, the Company may carry out business activities,
among others, as follows:
1) Main Business Activities
a. provide telecommunications network and services
b. offer telecommunications services within the territory of the Republic of Indonesia
2) Supporting Business Activities
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a. provide various multimedia products and other related services including but not
limited to direct or indirect sales of voice services, data/image and other mobile
commercial services
b. plan, procure, engineer, build, provide, manage, develop, own and operate, rent, lease
and maintain facilities and networks including resources to support the company's
business activities in telecommunications networks operations, telecommunications
and informatics services and/or convergence technology services by always adapting
to the current era and demands
c. trade telecommunications goods, equipment and/or products, including but not limited
to imports of such telecommunication goods, equipment and/or products
d. distribute and sell telecommunications goods, equipment and/or products, computer
devices and computer equipment, software and other technological equipment and
computer services
e. provide after-sales service for the sale of telecommunications goods, equipment
and/or products, computer devices and computer equipment, software
f. provide after-sales service for the provision of technology equipment services and
other computer services
g. offer electronic money storage services (e-money) both with prepaid cards and
postpaid cards
h. offer domestic and foreign payment and/or remittance services
iii. Shareholders Composition
The shareholders compositions of the Company based on the Company’s Monthly Report of
Shareholders Registration as of November 2023 is as follow:
Shareholder Percentage (%)
1. PT Global Nusa Data 23.79
2. PT Wahana Inti Nusantara 14.52
3. PT Bali Media Telekomunikasi 9.81
4. PT Dian Swastatika Sentosa Tbk 6.71
5. Public (each below 5%) 45.18
Total 100.00
iv. Management and Supervision
The current compositions of members of the Board of Commissioners and the Board of
Directors of the Company are as follows:
Board of Commissioners
President Commissioner : Dr. Darmin Nasution, S.E.
Vice President Commissioner : Ferry Salman
Commissioner : Ir. Ketut Sanjaya, MSM
Board of Directors
President Director : Merza Fachys
Director : Andrijanto Muljono
Director : Antony Susilo
Director : Marco Paul Iwan Sumampouw
Director : Shurish Subbramaniam
b. PT Smart Telecom (“Smartel”)
i. Brief Profile
Smartel is a limited liability company incorporated under the laws of the Republic of
Indonesia and domiciled in Central Jakarta, with head office located at Jl. H. Agus Salim No.
45, Kebon Sirih, Menteng, Central Jakarta 10340, telephone number: +6221 50278888,
facsimile number: +6221 3156853, and email address: corpsec.division@smartfren.com.
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Smartel was incorporated under the name PT Indoprima Mikroselindo based on Deed No. 60
dated August 16, 1996, made before Notary Achmad Abid, S.H., substitute notary of Notary
Sutjipto, S.H., juncto Deed of Amendment to the Articles of Association No. 195 dated April
25, 1997, made before Notary Sutjipto, S.H. The deed has been approved by the MOLHR
based on Decree No. C2-7023.HT.01.01.TH97 dated July 25, 1997, and has been announced
in the State Gazette of the Republic of Indonesia No. 90 dated November 11, 1997,
Supplement No. 5282.
Smartel has amended its articles of association several times, with the latest amendment on
the increase in authorized capital and issued and paid-up capital as stated in the Deed of
Declaration of Meeting Resolution No. 51 dated August 23, 2023, made before Notary Esther
Pascalia Ery Jovina, S.H., M.Kn., which has been approved by the MOLHR based on Decree
No. AHU-0051834.AH.01.02.TAHUN 2023 dated August 31, 2023, and has been recorded
in the LEAS as stated in the Receipt of Notification of Amendments to the Articles of
Association No. AHU-AH.01.03-0112072 dated August 31, 2023.
ii. Purpose, Objective, and Business Activities
The purpose and objectives of Smartel, among others, are to conduct businesses in the field
of installation of industrial machinery and equipment, construction of telecommunication
center, telecommunications installations, wholesale and retail trading of computers and
computer equipment, wholesale trading of software, wholesale and retail trading of
telecommunications equipment, wired and wireless telecommunications activities, satellite
telecommunications activities, internet service provider, special telecommunications
activities for broadcasting, e-commerce application development activities, other computer
programming activities, other computer consulting and computer facilities management
activities, data processing activities, hosting and related activities, web portals and/or digital
platforms for commercial purposes, payment service providers, payment system
infrastructure provider (PIP), advertising, call center activities, and reparation of
communications equipment.
To achieve such purpose and objectives, Smartel may carry out business activities, among
others, as follows:
installation of industrial machinery and equipment
construction, maintenance, and reconstruction of telecommunication center buildings and
their equipment
installation of telecommunications equipment in buildings
wholesale trading of computers and computer equipment, software, and
telecommunications equipment
special retail trading of various kinds of computers
retail trading of telecommunications equipment and other goods
publication of ready-to-use software
providing network services for mobile telecommunications
service business for providing content through a cellular mobile network
service business for transmitting calls over an Internet Protocol (IP) network
service business for providing telephony call services
service business for customers to access the internet
telecommunications operations specifically used for broadcasting purposes
development of e-commerce applications
consulting business for types and configurations of computer hardware with or without
being associated with software applications
processing and tabulation of all types of data
service business related to the provision of hosting infrastructure
operation of websites for commercial purposes
provision of payment services to end users
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operation of finance system infrastructure
various advertising services business
call center service business
specialized business in the repair and maintenance of communications equipment
iii. Shareholders Composition
The current shareholders composition of Smartel is as follow:
Shareholders Percentage (%)
1. PT Smartfren Telecom Tbk 99.99
2. PT Industri Telekomunikasi Indonesia (Persero) 0.00
3. PT Wahana Inti Nusantara 0.00
Total 100.00
iv. Management and Supervision
The current compositions of members of the Board of Commissioners and the Board of
Directors of Smartel are as follows:
Board of Commissioners
President Commissioner : Marco Paul Iwan Sumampouw
Commissioner : Ir. Lukmono Sutarto
Board of Directors
President Director : Merza Fachys
Director : Andrijanto Muljono
Director : Antony Susilo
Director : Robin Mailoa
c. PT SMPlus Sentra Data Persada (“SMPlus”)
i. Brief Profile
SMPlus is a limited liability company incorporated under the laws of the Republic of
Indonesia and domiciled in Central Jakarta, with head office located at Sinar Mas Land Plaza,
Tower 2, 24th Floor, Jl. M.H. Thamrin No. 51, Central Jakarta 10350, telephone number:
+6221 31990258, facsimile number: +6221 31990259, and email address: corsec@dss.co.id.
SMPlus was incorporated based on the Deed of Incorporation of PT SMPlus Sentra Data
Persada No. 48 dated November 27, 2023, made before Notary Lanawaty Darmadi, S.H.,
M.M., M.Kn. The deed has been approved by the MOLHR based on Decree No. AHU-
0090610.AH.01.01.TAHUN 2023 dated November 27, 2023.
ii. Purpose, Objective, and Business Activities
The purpose and objective of SMPlus is to conduct businesses in the field of hosting
activities and other related activities.
To achieve such purpose and objective, SMPlus may carry out business activities, among
others, which include service businesses related to the provision of hosting infrastructure,
data processing services and related activities and specialization in hosting, such as web-
hosting, application hosting and streaming services, including cloud computing.
iii. Shareholders Composition
The current shareholders composition of SMPlus is as follows:
Shareholders Percentage (%)
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1. PT SMPlus Sentra Data 99.99
2. PT DSST Mas Gemilang 0.00
Total 100.00
iv. Management and Supervision
The current compositions of members of the Board of Commissioners and the Board of
Directors of SMPlus are as follows:
Board of Commissioners
President Commissioner : Handhianto Suryo Kentjono
Commissioner : Hermawan Tarjono
Board of Directors
President Director : Herson Suindah
Director : Andre Pratama
6. NATURE OF AFFILIATED RELATIONSHIP
This Transaction is an affiliated transaction as referred to in POJK 42/2020, since Smartfren,
Smartel and SMPlus are all controlled, either directly or indirectly, by the same party.
IV. INDEPENDENT PARTIES APPOINTED BY THE COMPANY
The independent parties appointed by the Company are:
1. Public Appraisal Firm Pung’s Zulkarnain and Partners, as the independent appraiser appointed
by the Company to conduct valuation of the Transferred Assets.
Address : Gedung Dana Graha, Lantai 1 - R.101, Jl. Gondangdia Kecil 12-14, Menteng,
Jakarta Pusat 10350, Indonesia
Phone no. : +6221 2303840
2. Public Appraiser Firm Tobing Panuturi and Partners, as the independent appraiser appointed
by the Company to provide fairness opinion on Affiliated Transaction Plan.
Address : Rukan The Walk No. 38, Jakarta Garden City, Kelurahan Cakung Timur,
Kecamatan Cakung, Jakarta Timur, Jakarta 13910, Indonesia
Phone no. : +6221 4614889
3. Public Accountant Office Mirawati Sensi Idris, as the public accountant appointed by the
Company to conduct audit of the Company’s consolidated financial statements for the period and
years ended September 30, 2023, December 31, 2022 dan December 31, 2021.
Address : Intiland Tower, Lantai 7, Jl. Jenderal Sudirman Kav 32, Jakarta 10220, Indonesia
Phone no. : +6221 5708111
Fax : +6221 5722737
V. IMPACT OF THE TRANSACTION TO THE COMPANY’S FINANCIALS
The following pro-forma consolidated statements of financial position and pro-forma consolidated
statements of profit or loss and other comprehensive income are prepared to show the impact of the
Transaction, assuming that the Transaction occurred on September 30, 2023.
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Pro-forma Consolidated Statements of Financial Position
(in billion Rupiah)
Impact of the
Pre-Transaction Post Transaction
Transaction
September 30, 2023 September 30, 2023
ASSETS
Current Assets 3,574 532 4,106
Non Current Assets 42,337 (309) 42,028
Jumlah Aset 45,911 223 46,134
LIABILITAS DAN EKUITAS
Liabilitas
Liabilitas Jangka Pendek 6,861 - 6,861
Liabilitas Jangka Panjang 23,866 - 23,866
Jumlah Liabilitas 30,727 - 30,727
Jumlah Ekuitas 15,184 223 15,407
Jumlah Liabilitas dan Ekuitas 45,911 223 46,134
Pro-forma Consolidated Statement of Profit or Loss
(in billion Rupiah)
Impact of the
Pre-Transaction Post Transaction
Transaction
September 30, 2023 September 30, 2023
Operating Revenue 8.630 - 8.630
Operating Income (Loss) 319 - 319
Loss Before Tax (647) 223 (424)
Loss for the Current Period (600) 223 (376)
Other Comprehensive Income After Tax 25 - 25
Comprehensive Loss of the Current Period (575) 223 (352)
VI. INDEPENDENT APPRAISER OPINION
Public Appraisal Firm Tobing Panuturi dan Rekan (“TOPAZ”) is a registered Public Appraisal Firm
with Business License No. 2.20.0171 based on the decree of the Minister of Finance of the Republic of
Indonesia No. 387/KM.1/2020, and has been registered in OJK with Capital Market Supporting
Professional Registration Certificate No. STTD.PB-04/PM.22/2018.
The Company has appointed TOPAZ to provide fairness opinion of Affiliated Transaction Plan of sale
of the Company’s and Smartel’s Owned Properties and Infrastructure to an affiliated party namely
SMPlus.
TOPAZ as independent appraiser states that it has no conflict-of-interest and does not have affiliate
relationship either directly or indirectly to the Company as defined in Capital Market Law. TOPAZ
also has no interest or personal benefit in relation to this assignment.
The following is the summary of independent appraisal report as stated in the Fairness Opinion Report
No. 00471/2.0171-00/PI/07/0420/1/XII/2023 dated December 20, 2023 regarding Affiliated
Transaction Plan of sale of the Company’s and Smartel’s Owned Properties and Infrastructure to an
affiliated party namely SMPlus /(the “Report”).
1. Parties to the Transaction
Parties involved in the Transaction are as follows:
a. The Company
b. Smartel
c. SMPlus
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2. Object of Fairness Opinion
Object of fairness opinion based on the information provided by the assignor is Affiliated
Transaction Plan of sale of the Company’s and Smartel’s Owned Properties and Infrastructure to
an affiliated party namely SMPlus.
3. Purpose and Objective of Fairness Opinion
The purpose of this assignment is to provide fairness opinion regarding Affiliated Transaction
Plan of sale of the Company’s and Smartel’s Owned Properties and Infrastructure to an affiliated
party namely SMPlus. This transaction plan is an affiliated transaction, but does not contain
conflict-of-interest, and therefore this fairness opinion serves as fulfilment of OJK Regulation no.
42/POJK.04/2020 regarding “Affiliated Transaction and Conflict of Interest Transaction”.
4. Assumption and Limiting Conditions
Assumptions
a. TOPAZ has reviewed the documents used in fairness opinion process.
b. In making this report, TOPAZ relies on the accuracy and the completeness of the information
available to the public and other information and research considered relevant.
c. The Company as assignor states that all material information related to the assignment of
fairness opinion has been disclosed in its entirety to TOPAZ and there was no reduction of
important facts.
d. TOPAZ used the financial projections before and after the Transaction Plan and the pro-forma
of financial statement reported by the Company which reflect the fairness of the financial
projection and its fiduciary duty.
e. The resulting report is open to public, unless confidential information is contained that may
affect the Company’s operations.
f. TOPAZ is responsible of the fairness opinion report and the conclusion drawn.
g. TOPAZ has obtained the legal status of the fairness opinion object from the assignor.
h. The purpose of this fairness opinion report is for the interest of the Capital Market and the
fulfilment of OJK regulation and not for taxation.
i. This Fairness Opinion is made based on the market and economic conditions, general business
and financial conditions, and Government regulations related to the Transaction Plan on the
date of this Report.
j. In making this Report, TOPAZ uses several assumptions, such as that all conditions and
obligation of the Company and all parties involved in the Transaction Plan have been fulfilled
and the accuracy of the information of this Transaction Plan has been disclosed by the
Company’s management.
k. This fairness opinion has to be viewed in unison and the use of parts of the analysis and
information contained herein without any consideration to other information and analysis as a
whole may cause misleading views and opinions over the process underlying the fairness
opinion. The construction of fairness opinion is a complicated process and may not be done
through incomplete analysis.
l. TOPAZ also assumes that no material events that could impact the assumptions used in this
fairness opinion occuring from the issuance date of this fairness opinion until the date of the
Transaction Plan. TOPAZ bears no responsibility to restate or complete, update TOPAZ
opinion due to the change of assumption and conditions and the events occuring after the date
of this letter.
Limiting Conditions
a. TOPAZ did not conduct due diligence to the entities or parties involved in the Transaction.
b. In conducting the analysis, TOPAZ assumed and depended on the accuracy, reliability and
completeness of all the financial information and other information provided to TOPAZ by the
Company or which is publicly available which is essentially true, complete and not misleading,
and TOPAZ is not responsible to do independent verification to those information. TOPAZ
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also depended on the assurance from the Company’s management that they have no
knowledge on the facts that may cause the information provided to TOPAZ to become
incomplete or misleading.
c. This fairness opinion analysis over the Transaction Plan is prepared using the data and
information as mentioned above. All change in the data and information can materially impact
the final opinion of TOPAZ. Therefore, TOPAZ bears no responsibility over the change of
conclusion of the fairness opinion caused by the change in the data and information.
d. TOPAZ does not provide taxation impact of the Transaction Plan. The services provided by
TOPAZ to the Company in relation to the transaction is limited only to Fairness Opinion of the
Transaction Plan and does not include accounting, audt or taxation service. TOPAZ does not
conduct research of the legitimacy of the Transaction Plan in law aspect and taxation aspect
implication of the Transaction Plan.
e. TOPAZ assignment related to this Transaction Plan is not and cannot be construed in any kind,
a review or audit or implementation of certain procedures on financial informations. This
assignment is also not meant to reveal any weakness in internal control, mistakes or digression
in financial statements or law violation. In addition, TOPAZ has no authority and is not in the
position to obtain and analyze other forms of transactions that may be available to the
Company and the effects of those transactions to this corporate action.
5. Analysis Used in the Assesment of the Fairness of the Transaction
In making this Fairness Opinion Report of the Transaction, TOPAZ used the analyses that
includes the following:
a. Qualitative fairness analysis
The advantages that the Company will receive from the Transaction Plan are:
1. The Transaction is advantageous due to increase in long term profits that will strengthen
the Company’s financial position going forward.
2. Transaction provides benefits because by renting the assets the Company and Smartel
will not be exposed to the unexpected risks of fire hazard and natural disaster.
The downside of the Transaction:
There is no downside to the Transaction.
The benefits that the Company will gain from the Transactions are:
1. The benefit of this Transaction is the Company and Smartel will have better liquidity.
Better liquidity will strentgthen the financial position and profitable to the Company and
Smartel’s position in its business operations going forward.
2. Impact to financials is increase in the profits. This is shown by the total incremental value
until 2028 where the cash increase by Rp2,572 billion and net income increased by
Rp214 billion.
3. Improvement of the Company’s financial performance especially in the profitability and
liquidity ratio as seen from the comparions of the financial ratios with and without the
Transaction.
b. Quantitative fairness analysis
1. Financial impact of the Transaction based on the Pro-forma of Financial Statements as of
September 30, 2023 are as follows:
a. Total assets as per audited financial statement as of September 30, 2023 was
Rp45,911 billion (forty five trillion nine hundred eleven billion Rupiah) and
adjusted by Rp223 billion (two hundred twenty three billion Rupiah), and therefore
the pro-forma of total assets as of September 30, 2023 amounted to Rp46,134
miliar (forty six trillion one hundred thirty four billion Rupiah).
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b. Total comprehensive income (loss) as per audited finanial statement as of
September 30, 2023 was minus Rp575 billion (five hundred seventy five billion
Rupiah) and adjusted by Rp223 billion (two hundred twenty three billion Rupiah),
and therefore the pro-forma of total comprehensive income (loss) as of September
30, 2023 amounted to minus Rp352 billion (three hundred fifty two billion Rupiah).
c. Total cash and cash equivalent at the end of the period as per audited financial
statement as of September 30, 2023 was Rp260 billion (two hundred sixty billion
Rupiah) and adjusted by Rp532 billion (five hundred thirty two billion Rupiah),
and therefore the pro-forma of the cash and cash equivalent as of September 30,
2023 amounted to Rp791 billion (seven hundred ninety one billion Rupiah).
2. Based on the Incremental Analysis of the Transaction, the incremental value is as follows:
a. Summary of Incremental Value in Figures:
i. Net income level booked in year 2023 amounted to Rp 223 billion (two
hundred twenty two billion Rupiah) and in year 2028 the incremental value
amounted to Rp2 billion (two billion Rupiah).
ii. Total assets level in year 2023 increased by Rp223 billion (two hundred
twenty three billion Rupiah) and in year 2028 the incremental value
amounted to Rp214 billion (two hundred fourteen billion Rupiah).
iii. Cash at the ending of the year 2023 increased by Rp531 billion (five
hundred thirty one billion Rupiah) and in 2028 increased by Rp315 billion
(three hundred fifteen billion Rupiah).
b. Summary of Incremental Value in Percentage:
i. Total assets in 2028 with the Transaction increased by 0.40% compared to
without Transaction.
ii. Net income in 2028 with the Transaction increased by 0.07% compared to
without Transaction.
iii. Cash at the ending of the year 2028 with the Transaction increased by 2.62%
compared to without Transaction.
3. Based on the financial ratios above, the Company’s profitability experiences the increase
trend, improved solvability due to lower debt position, and improved liquidity.
4. Based on sensitivity analysis, the increase in rental cost and Decrease in Sales
significantly impact Profitability and Liquidity Ratios.
5. Based on the Sale and Purchase Agreement, the Value of the Transaction Plan is
Rp544.21 billion and the Market Value is Rp543.6 billion, where the market value is
obtained from the Asset Valuation by Public Appraisal Firm Pung’s Zulkarnain and
Partners. The difference between the Value of the Transaction Plan with the Market
Value is 0.11%. Based on POJK 35/POJK.04/2020 article 48 point b, the upper and
lower limit of the value range must not exceed 7.5% of the market value or the fair valie.
Based on the Calculation above the Value of the Transaction Plan is still in the Fairness
range since it is below 7.5% of Market Value.
6. Fairness Opinion of the Transaction
Based on the scope of work, assumptions, data and information obtained and used, the review of
the financial impact of the Transaction Plan as disclosed in this Fairness Opinion Report, TOPAZ
opinion of the Transaction Plan, from the economic and financial aspects, is FAIR.
VII. STATEMENT OF DIRECTORS AND COMMISSIONERS
The Board of Directors and the Board of Commissioners of the Company are fully responsible for the
accuracy of all information contained in this Information Disclosure and state that they have fully
disclosed the material facts and there are no other material facts that are not included, which could
provide a misleading understanding in connection with the Transaction.
The Board of Directors and the Board of Commissioners of the Company state that this Transaction is
an affiliated transaction, but it is not a conflict-of-interest transaction as referred to in POJK 42/2020,
since there is no discrepancy between the economic interests of the Company and the personal
13
Page 14
economic interests of the members of the Board of Directors, members of the Board of Commissioners,
and ultimate shareholders of the Company that may harm the Company.
VIII. ADDITIONAL INFORMATION
To obtain additional information in connection with the Transaction, shareholders of the Company
may contact the Corporate Secretary of the Company, during working days and hours, to the following
address:
Corporate Secretary
PT Smartfren Telecom Tbk
Jl. H. Agus Salim No. 45
Menteng, Jakarta Pusat - 10340, Indonesia
Ph. (62-21) 5053 8888
Fax. (62-21) 315 6853
Website: www.smartfren.com
Email: corpsec.division@smartfren.com
Jakarta, December 21, 2023
Board of Directors of the Company
14
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12 Sep 2026 21:45
Raw output
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