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INFORMATION DISCLOSURE TO THE SHAREHOLDERS OF
PT DIAN SWASTATIKA SENTOSA TBK
(“INFORMATION DISCLOSURE”)
THIS INFORMATION DISCLOSURE IS PREPARED BY PT DIAN SWASTATIKA
SENTOSA TBK 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 Dian Swastatika Sentosa Tbk
(”Company”)
Business Activities
Power and steam generation, wholesale trading, real estate development and services, infrastructure,
management consulting, and holding company
Head Office
Sinar Mas Land Plaza, Tower 2, 24th Floor
Jl. M.H. Thamrin No. 51
Central Jakarta 10350
Indonesia
Telephone: +6221 31990258
Facsimile: +6221 31990259
Email: corsec@dss.co.id
Website: www.dssa.co.id
This Information Disclosure is issued in Jakarta on December 20, 2023
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I. DEFINITIONS
Transferred Assets : means:
Properties
All data center supporting facilities, including, among
others, infrastructure, information, records, archives,
and other documents
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 the Financial Services Authority, as referred to in
the Law of the Republic of Indonesia Number 21 of 2011
on Financial Services Authority
Sales and Purchase Agreement : means the Sales and Purchase Agreement of Data Centers
in connection with the sale of Transferred Assets by
Smartfren and Smartel to SM+, which was signed by SM+,
Smartfren, and Smartel on December 19, 2023
Company : means PT Dian Swastatika Sentosa Tbk, a public limited
liability company incorporated under and subject to the
laws of the Republic of Indonesia
POJK 42/2020 : means OJK Regulation Number 42/POJK.04/2020 on
Affiliated Transactions and Conflict-of-Interest
Transactions
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 the Republic
of Indonesia, a subsidiary of Smartfren with 99.99% share
ownership
Smartfren : means PT Smartfren Telecom Tbk, a public limited liability
company incorporated under and subject to the laws of the
Republic of Indonesia
SM+ : means PT SMPlus Sentra Data Persada, a limited liability
company incorporated under and subject to the laws of the
Republic of Indonesia, an indirect subsidiary of the
Company
Properties : means land and/or engineering constructions owned by
Smartfren and/or Smartel located in various locations in
Indonesia, namely Tangerang, Bogor, Bandung, Cirebon,
Semarang, Yogyakarta, Solo, Jember, Madiun, Malang,
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Lampung, Jambi, Palembang, Pekanbaru, Padang, Aceh,
Batam, Denpasar, Banjarmasin, Makassar, and Manado
Transaction : means the transaction as described in Section II of this
Information Disclosure
II. INTRODUCTION
The information as stated in this Information Disclosure is conveyed to the shareholders of the
Company to provide complete information and description in connection with the Transaction.
The Company, through SM+ and/or other affiliated parties, plans to develop data center services in
Indonesia. Therefore, on December 19, 2023, the Company, through SM+, signed the Sales and
Purchase Agreement with Smartfren and Smartel to purchase the Transferred Assets with a total value
of 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 connection with
the acquisition of rights of the Transferred Assets (if any) (“Transaction”).
Based on the Company’s equity value as stated in the Company's Interim Consolidated Financial
Statements for the period ended September 30, 2023, which was audited by Public Accounting Firm
Mirawati Sensi Idris, the Transaction is not a material transaction as referred to in OJK Regulation
Number 17/POJK.04/2020 on Material Transactions and Changes of Business Activities, since the
Transaction value does not exceed 20% (twenty percent) of the Company's equity value.
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 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 CONSIDERATIONS OF THE TRANSACTION
The large-scale social restrictions implemented during the Covid-19 pandemic had had a major
influence on the acceleration of digital transformation. Technology applications have become
neccesities for people and companies throughout the world, including Indonesia, in carrying out
daily activities. Many companies now utilize data centers as digital infrastructure to process, store,
and transmit large amounts of information.
The rapid use of internet in all sectors has encouraged the development of data center businesses
globally, including in Indonesia.
Post Covid-19 pandemic, internet use is expected to continue to grow rapidly. In Indonesia, a survey
by the Indonesian Internet Service Providers Association ("APJII") concludes that internet users in
Indonesia reached 215.63 million people in the 2022-2023 period, an increase of 2.67% compared
to the previous period. This number of internet users is equivalent to 78.19% of Indonesia's total
population.
The rapid growth of internet users opens up great opportunities for data center businesses, where
Indonesia will become one of the largest digital economy investment destinations in Southeast Asia.
Based on APJII’s data, data center penetration in Indonesia is still relatively low in Asia Pacific.
Data center capacity in Indonesia of all ASEAN-6 countries (Indonesia, Singapore, Thailand,
Vietnam, Malaysia, and the Philippines) was recorded at only 12.7%. This broad market potential
opens up opportunities to increase data center capacity in Indonesia by 29.4% per year during the
2020-2026 period from 74 MW to 348 MW.
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According to Mordor Intelligence, the Indonesian data center market is expected to grow from USD
2.06 billion in 2023 to USD 3.98 billion in 2028, with a CAGR of 14.09% during the forecast period
(2023-2028).
The Company, through SM+ and/or other affiliated parties, intends to take advantage of this business
opportunity by developing reliable data center services in Indonesia.
2. PURPOSE AND BENEFITS OF THE TRANSACTION TO THE COMPANY
This Transaction is expected to provide the following benefits:
support the Company's strategic plan in developing technology business by providing reliable
data center services in Indonesia
create business synergies in infrastructure development and digital innovation to support the
development of the digital ecosystem
3. OBJECT AND VALUE OF THE TRANSACTION
The object of the Transaction is the Transferred Assets.
The value of the object of the Transaction is 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 connection with the acquisition of rights of the Transferred Assets (if any).
This Transaction will be financed with a combination of SM+ capital and funding from PT DSST
Mas Gemilang - a subsidiary of the Company with 99.99% share ownership, and/or other affiliated
parties with a value of approximately Rp460,000,000,000 (four hundred sixty billion Rupiah).
4. SALES AND PURCHASE AGREEMENT
The following is the summary of the main provisions stipulated in the Sales and Purchase Agreement
in connection with the Transaction:
Parties to the Transaction : Smartfren and Smartel (as “Seller”)
SM+ (as “Buyer”)
(hereinafter Smartfren, Smartel, and SM+ are
collectively referred to as “Parties”)
Date of Sales and Purchase Agreement : December 19, 2023
Purchase Price : the total amount that must be paid by the Buyer to the
Seller for the sale of the Transferred Assets is
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 connection with the acquisition of rights
of the Transferred Assets (if any)
Governing Law : law of the Republic of Indonesia
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5. PARTIES INVOLVED IN THE TRANSACTION
a. PT SMPlus Sentra Data Persada (“SM+”)
i. Brief Profile
SM+ 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.
SM+ 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 SM+ is to conduct businesses in the field of hosting activities
and other related activities.
To achieve such purpose and objective, SM+ 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 SM+ is as follows:
Shareholders Percentage (%)
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 SM+ are as follows:
Board of Commissioners
President Commissioner : Handhianto Suryo Kentjono
Commissioner : Hermawan Tarjono
Board of Directors
President Director : Herson Suindah
Director : Andre Pratama
b. PT Smartfren Telecom Tbk (“Smartfren”)
i. Brief Profile
Smartfren 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, Menteng, Central Jakarta 10340, telephone number: +6221 50278888, facsimile
number: +6221 3156853, and email address: corpsec.division@smartfren.com.
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Smartfren 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.
Smartfren 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.
ii. Purpose, Objective, and Business Activities
The purpose and objective of Smartfren 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
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advertising
reparation of telecommunications equipment
To achieve such purpose and objective, Smartfren 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
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 Smartfren based on Smartfren’s Monthly Report of
Shareholders Registration as of November 2023 is as follow:
Pemegang Saham Persentase (%)
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 Smartfren are as follows:
Board of Commissioners
President Commissioner : Dr. Darmin Nasution, S.E.
Vice President Commissioner : Ferry Salman
Commissioner : Ir. Ketut Sanjaya, MSM
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Board of Directors
President Director : Merza Fachys
Director : Andrijanto Muljono
Director : Antony Susilo
Director : Marco Paul Iwan Sumampouw
Director : Shurish Subbramaniam
c. 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, Menteng, Central Jakarta 10340, telephone number: +6221 50278888, facsimile number:
+6221 3156853, and email address: corpsec.division@smartfren.com.
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 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
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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
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 : Lukmono Sutarto
Board of Directors
President Director : Merza Fachys
Director : Antony Susilo
Director : Robin Mailoa
Director : Andrijanto Muljono
6. NATURE OF AFFILIATED RELATIONSHIP
This Transaction is an affiliated transaction as referred to in POJK 42/2020, since SM+, Smartfren,
and Smartel are all controlled, either directly or indirectly, by the same party.
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IV. INDEPENDENT PARTIES APPOINTED BY THE COMPANY
The independent parties appointed by the Company are:
1. Mr. Antoni Kusuma of the Public Appraisal Firm Hendra and Partners, as the independent
appraiser appointed by the Company to conduct valuation on the Transferred Assets.
Address : Gedung World Trade Center 5 Lt. 6, Jl. Jend. Sudirman Kav. 29-31, Karet,
Setiabudi, Jakarta Selatan 12920
Telephone : +6221 5211566
2. Mr. Ferdinand Pardede of the Public Appraisal Firm Ferdinand, Danar, Ichsan, and
Partners, as the independent appraiser appointed by the Company to provide a fair opinion on the
Transaction.
Address : The Manhattan Square Lt. 16 Suite D, Jl. TB Simatupang, Cilandak Timur, Pasar
Minggu, Jakarta Selatan 12560
Telephone : +6221 27875911
3. Mr. Irfan Ghazali of the Law Firm Hiswara Bunjamin & Tandjung, as the independent legal
consultant appointed by the Company to provide legal input to the Company in connection with
the Transaction.
Address : Tower 1 Lt. 18, Jl. Jend. Sudirman Kav. 7-8, Karet Tengsin, Tanah Abang, Jakarta
Pusat 10220
Telephone : +6221 39738000
V. EFFECT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
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.
Pro-forma Consolidated Statements of Financial Position
(in thousands USD)
Pre- Impact of the Post
Transaction Transaction Transaction
September 30, 2023 September 30, 2023
ASSETS
Current Assets 1,133,021 (35,051) 1,097,970
Noncurrent Assets 1,453,273 35,051 1,488,324
Total Assets 2,586,294 - 2,586,294
LIABILITIES AND EQUITY
Liabilities
Current Liabilities 675,381 - 675,381
Noncurrent Liabilities 322,156 - 322,156
Total Liabilities 997,537 - 997,537
Equity
Equity Attributable to Owners of
1,271,338 - 1,271,338
the Parent Company
Non-controlling Interests 317,419 - 317,419
Total Equity 1,588,757 - 1,588,757
Total Liabilities and Equity 2,586,294 - 2,586,294
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Pro-forma Consolidated Statement of Profit or Loss and Other Comprehensive Income
(in thousands USD)
Pre- Impact of the Post
Transaction Transaction Transaction
September 30, 2023 September 30, 2023
Revenues 4,093,311 - 4,093,311
Gross Profit 1,728,439 - 1,728,439
Profit before Tax 1,010,097 - 1,010,098
Profit for the Period 749,573 - 749,574
The assumptions used to prepare the Company's pro-forma consolidated statements, among others, are
as follows:
1. The Transaction occurred on September 30, 2023
2. The Purchase Price does not include taxes, levies, and other fees imposed in connection with the
acquisition of rights of the Transferred Assets (if any)
3. The exchange rate was Bank Indonesia's middle rate as of September 30, 2023, of Rp15,526/USD
VI. INDEPENDENT APPRAISER OPINION
A. Summary of the Valuation of the Transferred Assets
Public Appraisal Firm Hendra and Partners (“H&R”) is a registered Public Appraisal Firm based
on the Decree of the Minister of Finance of the Republic of Indonesia No. 293/KM.1/2018 dated
April 20, 2018, with Business License No. 2.18.0152, and Mr. Antoni Kusuma, S.T. MAPPI (Cert.)
as an H&R partner and has been registered in OJK with Capital Market Supporting Professional
Registration Certificate No. STTD.PP-95/PJ-I/PM.02/2023.
The Company appointed H&R to conduct valuation of the Transferred Assets.
H&R as an independent appraiser stated that it has no affiliation, either directly or indirectly, with
the Company as defined in the Law of the Republic of Indonesia No. 8 of 1995 on Capital Market.
The following is the summary of the independent appraiser report as stated in the Valuation Report
No. 00057/2.0152-00/PI/06/0498/I/XII/2023 dated December 6, 2023, on the valuation of
Transferred Assets.
1. Parties to the Transaction
Parties involved in the Transaction are as follows:
a. SM+
b. Smartfren
c. Smartel
2. Object and Value of the Transaction
The object of the Transaction is the Transferred Assets.
The value of the Transaction is 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 connection with the acquisition of rights of the Transferred Assets (if any).
3. Purpose and Objective of the Valuation
• The purpose and objective of the appraisal is to provide an opinion on the market value of
the object of the valuation.
• The purpose of the valuation is for the benefit of the Transaction therefore H&R does not
recommend that the valuation report be used for any other purpose.
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4. Assumptions and Limiting Conditions
The valuation is based on the following assumptions:
• The valuation is made entirely for the benefit of the Company and SM+ and does not take
into account the partial interests of parties related to the Company and SM+ or third parties.
• The Transferred Assets are free from all forms of disputes, both physically and legally.
• All information regarding the Transferred Assets referred to as provided by the Company
and SM+ to H&R is true and accurate.
• H&R does not take into account any type of bill or guarantee or loan for the Transferred
Asset or any type of cost for taxation incurred in order to acquire the said Transferred Asset
or when the said Transferred Asset is sold, the valuation result does not include taxes, levies,
and/or other costs incurred in connection with the transfer.
• The Transferred Asset can be sold on the over-the-counter market without the benefit of a
longer payment agreement, leaseback agreement, cooperation agreement, management
agreement, or other matters that may affect the intended value.
• H&R has reviewed the documents used in the valuation process.
• The appraiser is responsible for the valuation report and the conclusion of the final grade.
• The valuation report is a non-disclaimer opinion.
• The comparison data obtained is sourced from or validated by the Professional Association
of Appraisers.
• The valuation report uses adjusted financial projections that reflect the fairness of financial
projections made by management with their ability to achieve.
• The appraiser is responsible for the execution of the valuation and the fairness of financial
projections.
• The valuation report is open to the public unless confidential information is contained that
may affect the company's operations.
• The appraiser has reviewed the legal status of the object of the valuation.
The use of the valuation report for the intended purpose is inseparable from the following
limiting conditions:
• Report Use Restrictions
The valuation report was prepared for the Company and SM+ for the purpose of the
Transaction. The appraiser does not authorize the report to be used for any purpose other
than the foregoing. If the Company and SM+ want to use the valuation report for other
purposes, it must be with written approval from H&R.
• Resources
The information required for the valuation has been obtained from the Company and SM+.
Information other than that provided by the Company and SM+ has been obtained from
other parties that H&R considers adequate. H&R assumes that the information obtained by
H&R from accreditation government agencies such as Bank Indonesia, Central Bureau of
Statistics, and research institutions is accurate and correct.
• Legality Documents
H&R has verified the legality aspects of documents and information related to the
Transferred Assets that H&R has received within the authority of H&R. For more details,
H&R suggests that legality advice should be provided by legal counsel appointed by the
Company and SM+. H&R assumes that all legality documents relating to the valuation have
been properly constructed and there are no disputes, limitations, and others that may affect
the value of the Transferred Asset being assessed.
• Urban Planning and Other Laws and Regulations
Information regarding urban planning is obtained from authorized government agencies.
H&R does not conduct, except when requested, further research to various other parties
concerned to obtain assurance that the assessed Transferred Assets are not exposed to
development plans for the benefit of the general public such as road widening and others.
However, if certainty of this is required, H&R recommends obtaining it from legal counsel
appointed by the Company and SM+. The valuation is based on the assumption that the land
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of the assessed Transferred Asset and all developments on it have been or will have adequate
permits and are in accordance with all existing regulations.
• Structure Research
H&R does not conduct research to test the strength and feasibility of building structures and
other building support facilities, except when required. The valuation report only records
damage to buildings that were visible at the time of the field review. H&R cannot report
other invisible damage such as rust, termites, etc.
• Soil Condition
The valuation has been made based on the assumption that the condition of the land is
adequate if the new development plan is implemented so that there are no additional costs
to be incurred or there are no obstacles during the construction period due to inadequate soil
conditions.
• Environmental Conditions
H&R is not qualified to conduct environmental surveys, therefore H&R does not do so and
H&R does not get any environmental survey reports. In the absence of an environmental
survey report, H&R assumes that the assessed Transferred Assets are not contaminated and
there are no specific environmental issues that would affect them.
• Conformity Guarantee
H&R does not obtain information or documents that explain the credit that has been given
or will be applied for or the credit period to be given, including the binding of guarantees
that will be carried out or that have been carried out on the Transferred Assets that are
assessed either in whole or individually. In the event that as a security, the Transferred Asset
is assumed to operate and be carried out reasonable maintenance so that there is no
significant change at the end of the credit period.
• Taking into account the characteristics of the Transferred Assets and the above market
comments and based on the assumptions and limitation conditions, H&R considers that the
Transferred Assets are suitable for collateral, but still must meet the guarantee provisions
and procedures applicable to the bank concerned.
• Conflict of Interest
H&R has no interest, now or in the future, in the assessed Transferred Assets, nor in the
reported value. The amount of the assessment service fee does not depend on the amount of
value reported or vice versa.
• Testimony in Court
H&R is under no obligation to give any testimony or statement before the court or other
government about the Transferred Assets assessed in the appraisal report that are not in
accordance with the aims and objectives described in the appraisal report.
5. Approach and Methodology of the Valuation
Object Valuation Approach Reasons for Using the Approach
Land Market Approach H&R uses 2 (two) Valuation Approaches
Shophouse Income Approach to obtain accurate and objective
valuation results.
Based on H&R's analysis, the Property
meets the principle of Highest and Best
Uses ("HBU").
Land Cost Approach H&R uses 2 (two) Valuation Approaches
Office Income Approach to obtain accurate and objective
Building valuation results.
Based on H&R's analysis, the Property
meets the principle of HBU.
Office Cost Approach Assets with building status on leased
Building (only) land, where H&R only uses the cost
approach as the market and income
approaches cannot be applied by H&R.
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Object Valuation Approach Reasons for Using the Approach
Equipment Cost Approach Assets are in the form of furniture and
other office equipment and supporting
goods for business activities, where
H&R may use 1 (one) valuation
approach.
6. Conclusion of the Valuation
Based on the results of the analyses of all data and information that H&R received, H&R is of
the opinion that the market value of the Valuation Object which is the Transferred Assets on
September 30, 2023, for the Transaction is Rp545.736.000.000 (five hundred forty-five billion
and seven hundred and thirty-six million Rupiah).
B. Summary of the Fairness Opinion on the Transaction
Public Appraisal Firm Ferdinand, Danar, Ichsan and Partners (“FDI&R”) is a registered Public
Appraisal Firm based on the Decree of the Minister of Finance of the Republic of Indonesia No.
460/KM.1/2022 dated April 21, 2022, with Business License No. 2.22.0176, and Mr. Ferdinand
Pardede has been registered in OJK with Capital Market Supporting Professional Registration
Certificate No. STTD.PB-17/PJ-1/PM.02/2023.
The Company appointed FDI&R to provide a fair opinion on the Transaction which is the purchase
of the Transferred Assets.
FDI&R as an independent appraiser stated that it has no affiliation, either directly or indirectly,
with the Company as defined in the Law of the Republic of Indonesia No. 8 of 1995 on Capital
Market.
The following is the summary of the independent appraiser report as stated in the Fairness Opinion
Report No. 00111/2.0176-00/BS/10/0089/1/XII/2023 dated December 13, 2023, on the
Transaction.
1. Parties to the Transaction
Parties involved in the Transaction are as follows:
a. SM+
b. Smartfren
c. Smartel
2. Object and Value of the Transaction
The object of the Transaction is the Transferred Assets.
The value of the Transaction is Rp544,208,371,000 (five hundred forty-four billion two hundred
eight million three hundred seventy-one thousand Rupiah) or equivalent to (in thousands) USD
35,051 using the USD/IDR exchange rate as of September 30, 2023 of IDR 15,526 – exclusive
of taxes, levies, and other fees imposed in connection with the acquisition of rights of the
Transferred Assets (if any).
3. Purpose and Objective of the Fairness Opinion
The purpose and objective of the fairness opinion is to provide a fair opinion on the Company’s
Transaction, as well as to comply with POJK 42/2020.
4. Assumptions and Limiting Conditions
• Fairness opinion report is non-disclaimer opinions.
• FDI&R has reviewed the documents used in the assessment process.
• The data and information obtained come from reliable sources of accuracy.
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• FDI&R uses financial projections made by management.
• Fairness opinion report is available to the public.
• Analysis, opinions, and conclusions made by FDI&R, as well as assessment reports have
been prepared in accordance with the provisions of the Indonesian Assessment Standard
(SPI), the Indonesian Appraisal Code of Ethics (KEPI), and OJK Regulation Number 35 of
2020 concerning Guidelines for Valuation and Presentation of Business Valuation Reports
in the Capital Market.
• FDI&R is responsible for the report of fairness opinions and the conclusion of final
opinions.
• The value is stated in Rupiah currency units and/or its equivalent at the request of the
assignor.
• All disputes in the form of criminal or civil cases (both inside and outside the court) relating
to the object of assessment are not the responsibility of FDI&R.
• FDI&R would like to emphasize that the results of FDI&R studies, analyses, and
responsibilities are specifically limited to the value aspect of the assessment object, outside
of the tax and legal aspects because it is outside the scope of FDI&R assignment.
• Changes made by government and private parties related to the condition of the object of
assessment, in this case, market conditions and so on are not the responsibility of FDI&R.
• The report is presented only for the purposes and purposes stated in the report and cannot
be used for any other purpose and purpose and FDI&R is not responsible if this report is
used for any other purpose.
• The report as one of the information to be used as a rationale in making decisions, but is not
binding and cannot be used as a basis for determining a decision that has legal consequences,
because the report of fairness opinions is solely made based on the study of disciplines and
capabilities that FDI&R has.
• The report is invalid if there is no signature of the licensed appraiser along with the official
corporate seal of KJPP Ferdinand, Danar, Ichsan, and Rekan.
• The report is drawn up and addressed only to the assignor, in accordance with the aims and
objectives expressed in the appraisal report.
5. Approach and Methodology of the Fairness Opinion
• Analysis of the Transaction
• Qualitative and quantitative analysis of the Transaction
• Analysis of the fairness of the Transaction value
• Analysis of other relevant factors
6. Fairness Opinion on the Transaction
The fairness analysis of the value of the Transaction is carried out by comparing the market
value of assets that have been assessed by FDI&R as follows:
Fairness of Transaction Value
Lower Limit Upper Limit
Currency Market Value Transaction Value
(-7.5%) (+7.5%)
IDR 504,805,800,000 545,736,000,000 586,666,200,000 544,208,371,000
USD - 32,514 35,150 37,786 35,051
thousand
Based on the table above, the Transaction Value is in the range of the upper limit and lower
limit of 7.5%.
Based on the analysis described above, in FDI&R's opinion, the Transaction is Fair.
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VII. STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD
OF 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
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 Dian Swastatika Sentosa Tbk
Sinar Mas Land Plaza, Tower 2, 24th Floor
Jl. M.H. Thamrin No. 51
Central Jakarta 10350
Indonesia
Telephone: +6221 31990258
Facsimile: +6221 31990259
Email: corsec@dss.co.id
Website: www.dssa.co.id
Jakarta, December 20, 2023
Board of Directors of the Company
16
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Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}