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20230703_EMTK_Laporan Informasi dan Fakta Material_31336031_lamp3.pdf
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Unofficial English Translation
DISCLOSURE OF INFORMATION TO SHAREHOLDERS
PT ELANG MAHKOTA TEKNOLOGI TBK ("the Company")
ON MATERIAL TRANSACTION
This Disclosure of Information is made and addressed to the Company's shareholders in order to
comply with Financial Services Authority Regulation Number 17/POJK.04/2020 concerning Material
Transactions and Changes in Business Activities ("POJK No. 17/2020").
The information stated in this Disclosure of Information is important and should be considered by the
Company's shareholders regarding the proposed sale and transfer of all shares of PT Sakalaguna
Semesta owned by the Company to PT Harmoni Insan Bersama and Kintarwan Kusumo.
The Board of Commissioners and the Board of Directors of the Company, solely or jointly, are fully
responsible for the completeness and accuracy of all information or material facts stated in this
Disclosure of Information and emphasize that the information provided in this Disclosure of
Information is true and there are no undisclosed material facts that may render the material
information in this Disclosure of Information become untrue and/or misleading.
If you have any difficulty in understanding the information stated in this Disclosure of Information or
are in doubt in making any decision, we recommend you to consult with a securities intermediary,
investment manager, legal consultant, public accountant, or other professional advisors.
PT ELANG MAHKOTA TEKNOLOGI TBK
Domiciled in Central Jakarta, Indonesia
Business Activities:
Other Management Consulting Activities and
Wholesale Trade of Telecommunications Equipment
Head Office:
SCTV Tower 18th Floor, Senayan City
Jl. Asia Afrika Lot 19, Jakarta 10270
Indonesia
Telp. (021) 7278 2066
Fax. (021) 7278 2194
Email: corsec@emtek.co.id
Website: www.emtek.co.id
This information is announced on the Company's website and the Indonesia Stock Exchange (IDX) website
This Disclosure of Information is issued on July 3, 2023.
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DEFINITIONS AND ABBREVIATIONS
Company : PT Elang Mahkota Teknologi Tbk, domiciled in Central Jakarta, a public listed
limited liability company whose shares are listed on the Indonesia Stock
Exchange, established and operated by virtue of the law of the Republic of
Indonesia.
SS : PT Sakalaguna Semesta, domiciled in South Jakarta, a limited liability
company, established and operated by virtue of the law of the Republic of
Indonesia.
HIB : PT Harmoni Insan Bersama, domiciled in Central Jakarta, a limited liability
company, established and operated by virtue of the law of the Republic of
Indonesia.
Kintarwan Kintarwan Kusumo is an Indonesian citizen residing in East Jakarta, DKI
Kusumo Jakarta.
OJK : Financial Services Authority, an independent and non-interfering institution
with functions, duties, and authorities in regulating, supervising, examining,
and investigating the sector of capital market, insurance, pension funds,
financial institutions, and other financial institutions as stipulated in Law No.
21 of 2011 dated November 22, 2011 (the Financial Services Authority, which
replaces Bapepam-LK and became effective on December 31, 2012).
POJK : Financial Services Authority Regulation No. 17/POJK.04/2020 regarding
No.17/2020 Material Transactions and Changes in Business Activities.
Plan for Capital : Plan for authorized capital reduction of PT Sakalaguna Semesta from initially
Reduction IDR 102,000,000,000 to IDR 1,000,000,000, and the issued and paid-up
capital of the Company from initially IDR 35,400,000,000 to IDR
1,000,000,000, hence the composition of SS’s ownership structure after
capital reduction is as follows:
Nominal Value per Share
IDR10,000
Description Number
Nominal
of %
Value (IDR)
Shares
Authorized 100,000 1,000,000,000
Capital
Issued and Paid-
up Capital
Shareholders:
1. PT Elang 80,000 800,000,000 80
Mahkota
Teknologi Tbk
2. PT Harmoni 20,000 200,000,000 20
Insan Bersama
Total Issued and 100,000 1,000,000,000 100%
Paid-up Capital
Total Shares in 0 0
Portofolio
Transaction : Sale of all SS shares owned by the Company after the Plan for Capital Reduction
is realized to (i) HIB for 79,999 shares with the selling price of IDR
36,639,542,000, and (ii) Kintarwan Kusumo for 1 share with the selling price
of IDR 458,000.
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UUPT : Law No. 40 of 2007 regarding Limited Liability Companies, as amended by
Government Regulation in Lieu of Law No. 2 of 2022 regarding Job Creation.
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I. INTRODUCTION
This Information Disclosure is made in connection with the plan on sale and transfer of the Company’s
shares in SS to (i) HIB, in total of 79,999 (seventy-nine thousand nine hundred ninety-nine) shares with
the selling price of IDR 36,639,542,000 (thirty-six billion six hundred thirty-nine million five hundred
forty-two thousand Indonesian Rupiah), and to (ii) Kintarwan Kusumo, in total of 1 share with the selling
price of IDR 458,000 ("Transaction"), which results in the Company losing control over SS.
In reference to the financial statements of SS and the Company as per December 31, 2022, audited by Public
Accountant Office ("KAP") Purwantono, Sungkoro & Surja, with independent auditor's reports No.
00303/2.1032/AU.1/06/1294-6/1/III/2023 dated March 21, 2023, and independent auditor's report No.
00483/2.1032/AU.1/10/1294-1/1/III/2023 dated March 31, 2023, both signed by Mr. Said Amru, CPA.,
the total operating revenue of SS is IDR 5,670,603,670,000 (five trillion six hundred seventy billion six
hundred three million six hundred seventy thousand Indonesian Rupiah), which represents 36.53% of the
Company's operating revenue of IDR 15,524,642,337,000 (fifteen trillion five hundred twenty-four billion
six hundred forty-two million three hundred thirty-seven thousand Indonesian Rupiah). Therefore,
according to the definition and threshold of Material Transactions under POJK 17/2020, the Transaction
requires an independent appraisal to determine the fair value of the material transaction object and the
fairness of the Transaction but does not require approval from the Shareholders in the General Meeting of
Shareholders (RUPS).
This Transaction has obtained a fairness opinion from KJPP Kusnanto and Partners with report No.
00079/2.0162-00/BS/10/0153/1/VI/2023 dated June 28, 2023 and shares appraisal report from KJPP
Kusnanto and Partners No. 00077/2.0162-00/BS/10/0153/1/VI/2023 dated June 26, 2023.
II. DESCRIPTION OF THE TRANSACTION
A. Transaction Object
PT Sakalaguna Semesta as the Transaction Object
Brief History
SS was established under the name of PT Sakalaguna Semesta based on Deed No. 60 dated August 21,
2003, executed before Agus Masjid, S.H., a Notary in Jakarta, which obtained approval from the
Ministry of Law and Human Rights through Decree No. C-22231 HT.01.01.TH.2003 dated September
17, 2003 ("SS Establishment Deed").
The articles of association of SS were last amended based on Decision Statement Deed No. 109 dated
June 21, 2023, executed before Stephanie Willamarta, S.H., a Notary in Jakarta, which was notified to
and accepted by the Ministry of Law and Human Rights based on Notification of Articles of Association
Changes No. AHU-AH.01.03-0081427 ("Deed No. 109/2023"). The articles of association of SS and
its amendments up to Deed No. 20/2021 are referred to as the ("SS Articles of Association"). SS is
domiciled in South Jakarta, with its office address at Sopo Del Office Tower B 16TH Floor, Jl. Mega
Kuningan Barat Unit 7 & 8, Kuningan Timur Village, Setiabudi District, DKI Jakarta, Indonesia.
Based on Article 3 of the SS Articles of Association, the main activities of SS include, among others,
engaging in wholesale trade of telecommunications equipment, web portals, and/or digital platforms
for commercial purposes and other telecommunications activities. Currently, SS is one of the mobile
prepaid voucher distributor of top telecommunication company in Indonesia.
Based on the Articles of Association of SS, the capital structure and share ownership of SS are as
follows:
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Nominal Value per Share
IDR 10,000
Description
Number of Nominal Value
%
Shares (IDR)
Authorized Capital 10,200,000 102,000,000,000
Issued and Paid-up Capital
Shareholders:
1. PT Elang Mahkota Teknologi Tbk 2,832,000 28,320,000,000 80
2. PT Harmoni Insan Bersama 708,000 7,080,000,000 20
Total Issued and Paid-up Capital 3,540,000 35,400,000,000 100%
Total Shares in Portofolio 6,660,000 66,600,000,000
The composition of the Board of Commissioners and Board of Directors of SS as of the date of this
Disclosure is as follows:
Board of Commissioners
President Commissioner : Yuslinda Nasution
Commissioner : I Gusti Agung Gede Wiyuthana
Direksi
President Director : Kintarwan Kusumo
Director : Bondan Prakosa
Director : Raden Utama Januar
The financial data overview of SS for the years ended December 31, 2022, December 31, 2021, and
December 31, 2020, which have been audited by KAP Purwantono, Sungkoro & Surja, is as follows:
Financial Position Statement 31 Dec 2022 31 Dec 2021 31 Dec 2020
(in thousand Rupiah) (IDR) (IDR) (IDR)
Opinion WTP WTP WTP
Assets
Current Assets 200,954,149 195,588,157 203,351,767
Non-Current Assets 20,168,688 21,390,939 15,559,194
Total Assets 221,122,837 216,979,096 218,910,961
Liabilities and Equity
Short-term Liabilities 106,291,723 115,444,151 127,414,644
Long-term Liabilities 8,072,777 5,877,488 6,725,410
Total Liabilities 114,364,500 121,321,639 135,040,054
Total Equity 106,758,337 96,657,457 83,870,907
Total Liabilities and Equity 221,122,837 216,979,096 218,910,961
Income Statement and Other 31 Dec 2022 31 Dec 2021 31 Dec 2020
Comprehensive Income (Loss) (IDR) (IDR) (IDR)
Statement
Net Income 5,670,603,670 4,521,881,872 5,504,110,243
Gross Profit 72,633,814 71,332,625 85,912,007
Profit Before Tax 15,188,913 15,216,059 35,296,746
Net Income for the Year 11,650,203 11,763,206 27,054,420
Comprehensive Income for the Year 11,100,880 11,786,550 28,145,703
Earnings per Share 111 118 281
Financial Ratios 31 Dec 2022 31 Dec 2022 31 Dec 2020
Current Ratio 1.89x 1.69x 1.60x
Return on Assets 5.3% 5.4% 12.4%
Return on Equity 10.9% 12.2% 12.4%
Debt to Equity 0.90x 0.83x 1.09x
Debt to Assets 0.43x 0.37x 0.42x
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B. Transaction Value
The transaction value is Rp 36,640,000,000 (thirty-six billion six hundred forty million Rupiah). The
total of SS shares that will be transferred by the Company to HIB is 79,999 (seventy-nine thousand
nine hundred ninety-nine) shares, representing 79.99% (seventy-nine point ninety-nine percent) of
the total issued and paid-up capital of SS. Additionally, 1 share, representing 0.001% (zero point zero
one percent) of the total issued and paid-up capital of SS, will be transferred to Kintarwan Kusumo.
C. Parties involved in this transaction
The parties involved in this Transaction plan are HIB and Kintarwan Kusumo as the buyers, and the
Company as the seller, who will transfer all its shares in SS to HIB and Kintarwan Kusumo. There is
no affiliation relationship between the Company, HIB and Kintarwan Kusumo.
HIB as the buyer
Brief History
HIB, established under the name of PT Harmoni Insan Bersama, under the Deed No. 60 dated July
18, 2014, before Notary Francisca Susi Setiawati, S.H., in Jakarta. Which obtained approval from the
Ministry of Law and Human Rights through Decree No. AHU-18560.40.10.2014 dated July 21, 2014.
HIB having its domicile in Central Jakarta and has its office address at Menara Batavia Building, 24th
floor, Jl. KH. Mas Mansyur Kav 126, Kelurahan Karet Tengsin, Kecamatan Tanah Abang, Central
Jakarta.
The articles of association of HIB have been amended several times, with the latest amendment made
under Deed No. 09 on June 9, 2023, before Notary Chandra Lim, S.H., LL.M., in North Jakarta. The
amendment has been notified to and accepted by the Minister of Law and Human Rights through
Decree No. AHU-0032489.AH.01.02.TAHUN 2023 dated June 12, 2023, and the Acknowledgement
of Company Data Change Notification No. AHU-AH.01.09-0126150 dated June 12, 2023 ("Deed No.
09/2023"). The articles of association of HIB, including all its amendments up to Deed No. 09/2023,
are collectively referred to as the "Articles of Association of HIB".
According to Article 3 of the Articles of Association of HIB, the primary activities of HIB are engaged
in the field of Other Management Consulting Activities and Wholesale Trade of Telecommunication
Equipment.
The capital structure and share ownership based on the Articles of Association of HIB are as follows:
Nominal Value per Share
IDR 1,000,000
Description
Number Nominal
%
of Shares Value (IDR)
Authorized Capital 4,000 4,000.000,000
Issued and Paid-up Capital -
Shareholders:
1. Aditya Pratomo 420 420,000,000 42
2. Kintarwan Kusumo 280 280,000,000 28
3. Ir. I Gusti Agung Gede Wiyuthana 200 200,000,000 20
4. Bondan Prakosa 100 100,000,000 10
Total Issued and Paid-up Capital 1,000 1,000,000,000 10
0
Total Shares in Portofolio 3,000 3,000,000,000 -
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The composition of the Board of Commissioners and Board of Directors of the Company as of the date
of this Disclosure of Information is as follows:
Board of Commissioners
Commissioners : Ayu Wulandari
Board of Directors
Director : Ir. I Gusti Agung Gede Wiyuthana
Kintarwan Kusumo as the Buyer
Kintarwan Kusumo is an Indonesian citizen, residing in East Jakarta, DKI Jakarta.
PT Elang Mahkota Teknologi Tbk ("Company") as the Seller.
Brief History
The Company is a service-based company (engaged in professional activities, media services,
solutions, information technology, connectivity, healthcare services, and others) and trading through
its subsidiaries. It was established under the name PT Elang Mahkota Komputer according to Deed
Number 45 on March 10, 1997, executed before Agus Madjid S.H., a Notary in Jakarta, which was
approved by the Minister of Justice of the Republic of Indonesia under Decree No. C2-2694
HT.01.04.Th.97 on April 15, 1997 ("Deed of Establishment of the Company").
PT Elang Mahkota Komputer later changed its name to PT Elang Mahkota Teknologi and conducted
its initial public offering (IPO) or went public on December 30, 2009. PT Elang Mahkota Teknologi
subsequently changed its name to PT Elang Mahkota Teknologi Tbk and listed all of its shares on the
Indonesia Stock Exchange on January 12, 2010.
The shareholders of the Company have approved the amendment of the entire Articles of Association,
among others, to comply with the applicable regulations of the Financial Services Authority (OJK),
based on Deed No. 69 dated August 12, 2020, executed before Aulia Taufani S.H., a Notary in South
Jakarta, which was approved by the Ministry of Law and Human Rights under Decree No. AHU-
0067383.AH.01.02.Year 2020 dated September 30, 2020, and notified to and acknowledged by the
Ministry of Law and Human Rights under the Acceptance Letter of Amendment to the Articles of
Association No. AHU-AH.01.03-0392736 dated September 30, 2020.
The latest amendment to the Company's Articles of Association was made based on Deed No. 53 dated
December 23, 2021, executed before Aulia Taufani S.H., a Notary in South Jakarta, which was notified
to and acknowledged by the Ministry of Law and Human Rights under the Acceptance Letter of
Amendment to the Articles of Association No. AHU-AH.01.03-0492541 dated December 29, 2021
("Deed No. 53/2021"). The Company's Articles of Association, including its amendments up to Deed
No. 53/2021, are referred to as the “Company's Articles of Association".
Based on the Securities Ownership Report and the Shareholders List of the Company listed on the
Company's website as of May 31, 2023, the capital structure and share ownership of the Company are
as follows:
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Nominal Value per Share
Description IDR20
Number of Shares Nominal Value (IDR) %
Authorized Capital 125,670,180,000 2,513,403,600,000
Issued and Paid-up Capital
Shareholders:
1. Eddy Kusnadi Sariaatmadja 13,439,147,454 268,782,949,080 21.94
2. Ir. Susanto Suwarto 7,117,889,090 142,357,781,800 11.62
3. PT Adikarsa Sarana 6,404,560,360 128,091,207,200 10.46
4. Anthoni Salim 5,510,302,220 110,206,044,400 9.00
5. Piet Yaury 4,989,564,500 99,791,290,000 8.15
6. The Northern Trust Company S/A 4,290,909,100 85,818,182,000 7.01
Archipelago Investment Pte Ltd
7. PT Prima Visualindo 3,802,209,980 76,044,199,600 6.21
8. Masyarakat 15,443,222,229 308,864,444,580 25.22
9. Saham Treasury 243,946,550 4,878,931,000 0.40
Total Issued and Paid-up Capital 61,241,751,483 1,224,835,029,660 100.00
Total Shares in Portofolio 64,428,428,517 1,288,568,570,340 -
The composition of the Board of Commissioners and Board of Directors of the Company as of the date
of this Information Disclosure is as follows:
Board of Commissioners
President Commisioner : Eddy Kusnadi Sariaatmadja
Commisioner : Susanto Suwarto
Independent Commisioner : Stan Maringka
Independent Commisioner : Pandu Patria Sjahrir
Independent Commisioner : Marianna Sutadi
Board of Directors
President Director : Alvin W. Sariaatmadja
Vice President Director : Sutanto Hartono
Director : Yuslinda Nasution
Director : Sutiana Ali
Director : Jay Geoffrey Wacher
Director : Titi Maria Rusli
D. Explanation, Considerations, and Reasons for the Transaction
The consideration for conducting the transaction is a part of Company's business strategy. The sale of
SS shares to the Buyers will be a good opportunity to provide optimal investment returns and the
Company believes that this transaction will bring benefits and positive impact to the Company,
stakeholders, and Shareholders. The proceeds from the sale of shares will be used by the Company to
reinvest in other profitable areas and to develop business in new pillars or existing business pillars of
the Company.
E. Brief Description of the Agreements and Terms Agreed Upon
In relation to the transaction, the Company and HIB have signed a Conditional Share Purchase
Agreement between the Company and HIB on June 28, 2023 ("CSPA"), with the following main
provisions:
Parties
1. HIB and Kintarwan Kusumo as the buyers; and
2. The Company as the seller.
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Main provisions of the CSPA:
1. The Company intends to sell 79.99% (seventy-nine point ninety-nine percent) of the Company’s
shares in SS to HIB and 0.001% (zero point zero zero one percent) to Kintarwan Kusumo.
2. In relation on the sales plan, HIB and Kintarwan Kusumo will make the payment in cash.
Object and Value of the Transaction Plan
The object of the transaction based on the SPA is (i) 79,999 (seventy-nine thousand nine hundred
ninety-nine) shares or 79.99% (seventy-nine point ninety-nine percent) of SS (as further explained
below) owned by the Company, with a transaction value of IDR 36,639,542,000 (thirty-six billion six
hundred thirty-nine million five hundred forty-two thousand Indonesian Rupiah) sold to HIB; and (ii)
1 (one) share or 0.001% (zero point zero zero one percent) of SS with a transaction value of IDR
458,000 (four hundred fifty eight thousand Rupiah) sold to Kintarwan Kusumo. Thus, the total shares
sold is 80,000 (eighty thousand) shares with a total transaction value of Rp 36,640,000,000 (thirty-
six billion six hundred forty million Rupiah).
Conditions Precedent:
Each party to the SPA agrees to fulfill and/or waive (as relevant), at the latest on December 15, 2023,
or any other date agreed upon by the Company. HIB, and Kintarwan Kusumo agreed with the
following conditions precedent as follows:
1. Approval or resolution required by each Party to sign the CSPA and to carry out the transaction
in CSPA;
2. Approval from SS creditors, if any, who may have contractual rights to prohibit or restrict the
transaction as contemplated in the CSPA;
3. Shareholder and management structure of SS remains as stated in the Appendix of the CSPA prior
to the transaction;
4. If necessary, approval from authorized party or any third party required in connection with the
transaction, as required to be obtained under an agreement in which the Party is also a member
of the party;
5. Obtaining effective license for SS's business activities, including Electronic System Operators
Registration and any other relevant license;
6. Approval or license, or filing, submission, or notification required by the government, authority,
bodies or regulatory commission or national administrative, provincial or local bodies, or judicial
institutions, courts, or other competent arbitral tribunals ("Government Authorities") or any
other authorized party required in connection with the transaction;
7. There are no detrimental changes to SS's business operations have occurred from the date of the
CSPA until the completion of the transaction, which could affect the buyers' decision to proceed
with the Transaction;
8. All procedures based on the Company Law have been implemented;
9. Capital reduction has been carried out in SS with total amount of IDR 34,400,000,000 (thirty-
four billion four hundred million Rupiah), resulting the paid-up capital of SS become IDR
1,000,000,000 (one billion Rupiah), the composition of SS’s shareholders is as follows:
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No Name of the Shareholders Total of Shares Nominal Value
(IDR)
1 PT Elang Mahkota Teknologi Tbk 80.000 800.000.000
2 PT Harmoni Insan Bersama 20.000 200.000.000
10. Dividends in the amount of IDR 69,800,000,000 (sixty-nine billion eight hundred million
Rupiah) have been distributed by SS to the Company and HIB in their capacity as shareholders
of SS prior to this share purchase transaction.
Information regarding the SPA between the Company and HIB and Kintarwan Kusumo:
The following information is not explicitly stated in the SPA, but the Company, HIB, and Kintarwan
Kusumo have agreed upon and are aware of the following information and matters:
In relation to the employment status of SS employees, it will continue to be governed by the
applicable labor regulations.
Ownership of Company Shares in the Solution Field Before and After the Transaction is
Conducted
Before the Transaction
PT Elang Mahkota Teknologi Tbk
99,99% 92% 99,99% 80%
PT Abhimata Citra PT Tangara PT Indopay Merchant PT Sakalaguna
Abadi Mitrakom Services Semesta
99,90%
PT Astika
Gerbang Timur
After the Transaction
PT Elang Mahkota Teknologi Tbk
99,99% 92% 99,99%
PT Abhimata Citra PT Tangara PT Indopay Merchant
Abadi Mitrakom Services
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III. THE IMPACT OF THE TRANSACTION PLAN
ON THE COMPANY'S FINANCIAL CONDITION
The consolidated financial condition of the Company is projected to remain positive with additional cash
from the sale of SS shares and the reduction of bank loans that previously recorded from the consolidation
process. In addition, the Transaction is expected to provide the following benefits:
1. Obtaining proceeds from the sale of subsidiary shares, which will be reinvested in other areas with
higher returns;
2. Improving the outlook of the Company's profitability ratios, including gross profit margin, EBITDA
margin, and net income margin; and
3. Enhancing the investment value of the Company.
Regarding the Company's plan to sell all shares of SS, the Company has prepared proforma consolidated
financial information, to be adjusted with changes in the underlying assumptions made by the Company's
management in preparing the consolidated financial position and consolidated statement of profit or loss
and other comprehensive income.
The Pro Forma Consolidated Financial Position Summary is prepared solely to reflect the material financial
impact on the Company's Consolidated Financial Statements as of December 31, 2022, assuming that the
share divestment transaction had occurred on December 31, 2022.
Object Review
Proforma consolidated financial statements of the Company.
Purpose of Review
The purpose of the review is to show the significant effect of the Transaction on historical financial
information if the transaction has occurred before. However, the pro forma financial information is not an
indication of the results of operations or the impact on financial position if the transaction has occurred
before.
The pro forma financial information is based on the historical consolidated financial statements of the
Company and its subsidiaries as of December 31, 2022 and for the year ended on that date which have been
audited and adjusted to reflect the effects of transactions. The pro forma statement of financial position
and the pro forma statement of profit or loss and other comprehensive income (loss) represent the effect
of the transaction as if it had occurred on December 31, 2022.
The historical consolidated financial statements of the Company and its Subsidiaries prior to the Proposed
Transaction used in the preparation of the pro forma consolidated financial information are taken from the
Company's consolidated financial statements dated December 31, 2022 and for the year ended on that date
which has been audited by KAP Purwantono, Sungkoro & Surja with auditor's report independent No.
00483/2.1032/AU.1/10/1294-1/1/III/2023 dated 31 March 2023, signed by Mr. Said Amru, CPA.
The SS financial statements used in the preparation of the pro forma consolidated financial information
were taken from the SS financial statements dated December 31, 2022 and for the year ended on that date
which had been audited by KAP Purwantono, Sungkoro & Surja with independent auditor's report
No.00303/2.1032/AU. 1/06/1294-6/1/III/2023 dated March 21, 2023, signed by Mr. Said Amru, CPA.,
with an unqualified opinion.
Assumption
a. The consolidated financial statements and consolidated statement of comprehensive income of the
Company and its subsidiary for the year ended December 31, 2022, have been prepared and presented
in accordance with the Indonesian Financial Accounting Standards ("SAK") and have been audited
with an unmodified opinion.
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b. The consolidated financial statements and consolidated statement of comprehensive income of SS and
its subsidiary for the year ended December 31, 2022, have been prepared and presented in accordance
with the SAK and have been audited with an unmodified opinion.
c. The transactions in assumptions (d) to (h) have been assumed to occur as of January 1, 2022.
d. The transfer of the Company's entire ownership of its subsidiary, PT Astika Gerbang Timur, to SS, with
the transfer price of IDR249,750.000. Net Assets of the subsidiary that transferred on the transaction
date consist of cash and cash equivalents to IDR226,736.734.
e. The capitalization agio of SS shares amounted to IDR9,900,000,000 resulting the total number of SS
shares to 990,000 shares (full value) with the nominal value of IDR10,000 per share (full value).
f. The implementation of dividend distribution by SS amounting to IDR69,800,000,000, the total of
IDR55,840,000,000 of the dividend distribution will be allocated to the Company as the holder of
80% of SS shares.
g. Implementation of capital reduction by SS, as follows:
Before Capital Reduction Capital Reduction After Capital Reduction
Price/share No. of Shares
IDR in full amount % Share Capital No. of Shares % Share Capital No. of Shares % Share Capital
EMTEK 10,000 2,832,000 80% 28,320,000,000 2,752,000 80% 27,520,000,000 80,000 80% 800,000,000
HIB 10,000 708,000 20% 7,080,000,000 688,000 20% 6,880,000,000 20,000 20% 200,000,000
3,540,000 100% 35,400,000,000 3,440,000 100% 34,400,000,000 100,000 100% 1,000,000,000
h. The implementation of the sale and purchase of 80,000 shares of SS by the Company is as follows:
• To HIB: 79,999 shares with total price of IDR 36,639,542,000 (thirty-six billion, six hundred
thirty-nine million, five hundred forty-two thousand Rupiah).
• To Mr. Kintarwan Kusumo: 1 share with total price of IDR 458,000 (four hundred fifty-eight
thousand Rupiah).
Based on the above transaction plans, the pro forma consolidated financial statements and proforma
consolidated statement of profit or loss and other comprehensive income had been prepared by the
Company's management and had been reviewed by KAP Purwantono, Sungkoro & Surja as per
Independent Assurance Practice Report on the Consolidated Proforma Financial Statements No.
00372/2.1032/JL.0/10/1294-1/1/VI/2023 tanggal 28 June 2023 signed by Mr Said Amru CPA, with the
following adjustments:
1. Net cash receipts by the Company with details as follows:
In IDR
Thousands
Cash received from selling AGT to SS 249,750
AGT cash and cash equivalents transferred (226,736)
SS dividend distribution 55,840,000
SS capital reduction 27,520,000
Proceeds from the sale of SS shares by the Company 36,640,000
120,023,014
2. Reversal of intra-group elimination transactions that previously recorded at the consolidated level of
the Company and its subsidiary.
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3. Reclassification of the Company's portion of SS's that previously recognize as consolidated level to
retained earnings, with the following details:
In IDR
Thousands
SS's accumulated other comprehensive income on January 1, 2022 2,094,508
Company’s portion (80%) 1,675,606
Based on PSAK 65, when the parent entity loses control over the subsidiary, the parent entity
reclassifies the portion of the subsidiary's other comprehensive income, which previously
recognized into the profit or loss or retained earnings, with the same basis if the related assets or
liabilities are derecognized.
In this case, SS's entire other comprehensive income acquired from employee benefit liabilities,
where PSAK 24 Employee Benefits states that when other comprehensive income related to
employee benefits is not reclassified to profit or loss, it is reclassified to another category within
equity components.
4. Reversal of elimination on SS equity due to deconsolidation journals.
5. SS's profit or loss and other comprehensive income for the period January 1 - December 31, 2022,
which is not recognized in the pro forma consolidated statement of profit or loss and other
comprehensive income.
6. Gain recognized by the Company on the transfer of SS shares to the third party, with the following
details:
In Thousands
Of Rupiah
Share transfer price 36,640,000
Minus:
The book value of the Company's investment in SS on January 1, 2022,
after assuming dividend distribution and SS's capital reduction. (6,834,034)
Profit from share transfer of SS shares 43,474,034
Profit from share transfer of AGT shares (23,013)
Total of the profif from the shares transfer 43,497,048
After the share transfer transaction, the Company does not hold any remaining shares in SS.
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PT ELANG MAHKOTA TEKNOLOGI Tbk AND ITS SUBSIDIARIES
(WITHOUT PT SAKALAGUNA SEMESTA)
PROFORMA OF THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As of 31 December 2022
(Expressed in Thousands of Rupiah, Unless Otherwise Stated)
Historical Audited
Consolidated Balance
of the Company and Historical Audited
Historical Audited its Subsidiaries Consolidated Balance
Historical Audited Consolidated without of the Company and its
Consolidated Balance Balance of PT Sakalaguna Subsidiaries
of the Company and PT Sakalaguna Semesta before the Proforma without
its Subsidiaries Semesta proforma adjustment adjustment and PT Sakalaguna Semesta
31 December 2022 31 December 2022 and elimination Note elimination 31 December 2022
ASSETS
Cash and cash equivalents 8,712,637,748 47,056,989 8,665,580,759 V.1 120,023,014 8,785,603,773
Trade receivables
Third parties - net 2,653,489,132 7,428,269 2,646,060,863 2,646,060,863
Related parties 6,018,363 3,131,317 2,887,046 V,2 28,450 2,915,1496
Other receivables
Third parties - net 382,582,946 8,842,139 373,740,807 - 373,740,807
Related parties 4,673,165 - 4,673,165 - 4,673,165
Inventories – net 1,321,760,527 100,953,856 1,220,806,671 - 1,220,806,671
Prepaid expenses 103,991,141 1,169,605 102,821,536 V.2 178,430 102,999,966
Advances 1,107,403,837 1,696,415 1,105,707,422 V.2 464,660 1,106,172,082
Prepaid tax 218,198,310 8,410,731 209,787,579 - 209,787,579
Other current financial assets 1,993,003,331 22,000,000 1,971,003,331 - 1,971,003,331
Total current assets 16,503,758,500 200,689,321 16,303,069,179 120,694,554 16,423,763,733
Due from related parties 2,553,961 - 2,553,961 - 2,553,961
Prepaid tax 2,956,126 - 2,956,126 - 2,956,126
Fixed assets - net 5,584,109,196 4,028,945 5,580,080,251 - 5,580,080,251
Right-of-use assets – net 127,082,475 3,166,694 123,915,781 - 123,915,781
Goodwill and intangible assets – net 3,132,808,207 - 3,132,808,207 - 3,132,808,207
Deferred tax assets 87,399,925 2,124,806 85,275,119 - 85,275,119
Claims for tax refund 73,910,043 10,747,443 63,162,600 - 63,162,600
Investment in associated entities 8,706,780,871 - 8,706,780,871 - 8,706,780,871
Long-term investments 8,583,458,168 - 8,583,458,168 - 8,583,458,168
Derivative instruments 1,163,123,686 - 1,163,123,686 - 1,163,123,686
Other non-current assets 501,084,259 365,627 500,718,632 - 500,718,632
Total Non-current Assets 27,965,266,917 20,433,515 27,944,833,402 - 27,944,833,402
TOTAL ASSETS 44,469,025,417 221,122,836 44,247,902,581 120,694,554 44,368,597,135
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PT ELANG MAHKOTA TEKNOLOGI Tbk AND ITS SUBSIDIARIES
(WITHOUT PT SAKALAGUNA SEMESTA)
PROFORMA OF THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)
As of 31 December 2022
(Expressed in Thousands of Rupiah, Unless Otherwise Stated)
Historical Audited
Consolidated
Balance of the Historical Audited
Company and its Consolidated Balance
Subsidiaries of the Company and
Historical Audited without its Subsidiaries
Historical Audited Consolidated PT Sakalaguna without
Consolidated Balance Balance of Semesta before the
PT Sakalaguna
of the Company and PT Sakalaguna proforma Proforma
its Subsidiaries Semesta adjustment and adjustment and Semesta 31
31 December 2022 31 December 2022 elimination Note elimination December 2022
LIABILITIES AND EQUITY
LIABILITIES
Short-term loans 96,435,594 93,289,445 3,146,149 - 3,146,149
Trade payables
Third parties 762,469,426 121,921 762,347,505 - 762,347,505
Related parties 4,015,257 112,875 3,902,382 V.2 2,500 3,904,882
Other payables
Third parties 166,045,920 2,490,895 163,555,025 - 163,555,025
Related parties 4,108,900 - 4,108,900 V.2 25,979 4,134,879
Taxes payable 520,102,698 129,658 519,973,040 - 519,973,040
Accrued expebses 702,948,626 3,579,716 699,368,910 - 699,368,910
Short-term employee benefits liabilities 244,845,277 - 244,845,277 - 244,845,277
Advances from customers 234,639,366 5,852,464 228,786,902 V.2 643,060 229,429,962
Current maturities of long-term payables:
Bank loans 381,460,449 - 381,460,449 - 381,460,449
Finance lease payables 5,587,384 - 5,587,384 - 5,587,384
Right-of-use liabilities 6,660,910 714,748 5,946,162 - 5,946,162
Total current liabilities 3,129,319,807 106,291,722 3,023,028,085 671,539 3,023,699,624
Long-term payables - net of current maturities:
Bank loans 644,187,893 - 644,187,893 - 644,187,893
Finance lease payables 4,544,817 - 4,544,817 - 4,544,817
Right-of-use liabilities 4,081,677 1,868,922 2,212,755 - 2,212,755
Convertible bonds 41,953,607 - 41,953,607 - 41,953,607
Deferred tax liabilities 465,292,648 - 465,292,648 - 465,292,648
Employee benefits liabilities 283,056,485 6,203,855 276,852,630 - 276,852,630
Total non-current liabilities 1,443,117,127 8,072,777 1,435,044,350 - 1,435,044,350
TOTAL LIABILITIES 4,572,436,934 114,364,499 4,458,072,435 671,539 4,458,743,974
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PT ELANG MAHKOTA TEKNOLOGI Tbk AND ITS SUBSIDIARIES
(WITHOUT PT SAKALAGUNA SEMESTA)
PROFORMA OF THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)
As of 31 December 2022
(Expressed in Thousands of Rupiah, Unless Otherwise Stated)
Historical Audited
Historical Audited Consolidated
Consolidated Balance Balance of the
of the Company and Company and its
Historical Audited its Subsidiaries Subsidiaries
Historical Audited Consolidated without
Balance of without
Consolidated Balance PT Sakalaguna
PT Sakalaguna PT Sakalaguna
of the Company and Semesta before the Proforma
its Subsidiaries Semesta proforma adjustment adjustment and Semesta 31
31 December 2022 31 December 2022 and elimination Note elimination December 2022
EQUITY
Equity attributable to Owner of the Parent Entity
Share capital - Rp20 (full amount) par value per share
Authorized - 125,670,180,000 shares
Issued and fully paid - 61,241,751,483 shares as of 31
Desember 2022 dan 2021, respectively 1,224,835,030 25,500,000 1,199,335,030 V.4 25,500,000 1,224,835,030
Additional paid-in capital - net 13,819,354,927 9,900,000 13,809,454,927 V.4 9,900,000 13,819,354,927
Difference in value of transactions with non-controlling interests 9,491,626,075 - 9,491,626,075 - 9,491,626,075
Treasury stocks (57,006,643) - (57,006,643) - (57,006,643)
Retained earnings
Appropriated 12,000,000 - 12,000,000 - 12,000,000
Unappropriated 9,805,104,308 69,813,152 9,735,291,156 V.3,4,5 103,335,604 9,838,626,760
Other comprehensive income 1,518,512,894 1,545,185 1,516,967,709 V.3,4,5 418,902 1,517,386,611
Total equity attributable to Owners of the Parent Entity 35,814,426,591 106,758,337 35,707,668,254 139,154,506 35,846,822,760
Non-controlling interests 4,082,161,892 - 4,082,161,892 V.4 (19,131,491) 4,063,030,401
TOTAL EQUITY 39,896,588,483 106,758,337 39,789,830,146 120,023,015 39,909,853,161
TOTAL LIABILITIES AND EQUITY 44,469,025,417 221,122,836 44,247,902,5821 120,694,554 44,368,597,135
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PT ELANG MAHKOTA TEKNOLOGI Tbk AND ITS SUBSIDIARIES
(WITHOUT PT SAKALAGUNA SEMESTA)
PROFORMA OF THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
For the Year Ended 31 December 2022
(Expressed in Thousands of Rupiah, Unless Otherwise Stated)
Historical Audited
Consolidated
Balance of the Historical Audited
Company and its Consolidated
Subsidiaries Balance of the
Historical Audited without Company and its
Consolidated Historical Audited PT Sakalaguna Subsidiaries
Balance of the Balance of Semesta before the without
Company and its PT Sakalaguna proforma Proforma PT Sakalaguna
Subsidiaries Semesta adjustment and adjustment and Semesta 31
31 December 2022 31 December 2022 elimination Note elimination December 2022
REVENUES - NET 15,524,642,337 5,670,603,670 9,854,038,667 V.2 2,097,389 9,856,136,056
COST PF REVENUES (12,131,739,535) (5,597,969,857) (6,533,769,678) V.2 (680,347) (6,534,450,025)
GROSS PROFIT 3,392,902,802 72,633,813 3,320,268,989 1,417,042 3,321,686,031
Selling expenses (293,302,400) (37,207,471) (256,094,929) V.2 (18,018) (256,112,947)
General and administrative expenses (2,569,136,785) (17,168,225) (2,551,968,560) V.2 (1,399,024) (2,553,367,584)
Gain/(loss) on sale of fixed assets - net 7,522,064 (8,121) 7,530,185 - 7,530,185
Gain on foreign exchange - net 410,159,443 410,159,443 - 410,159,443
Other operating expense - net (231,325,666) 3,080,585 (234,406,251) - (234,406,251)
OPERATING PROFIT 716,819,458 21,330,581 695,488,877 - 695,488,877
Finance income - net 125,816,214 816,945 124,999,269 - 124,999,269
Gain on investments - net 5,008,801,622 - 5,008,801,622 V.6 43,497,048 5,052,298,670
Dividend income 28,526,257 - 28,526,257 - 28,526,257
Finance costs (85,145,878 ) (6,958,612 ) (78,187,266) - (78,187,266)
Share of profit/(loss) from associated entities - net 413,995,634 - 413,995,634 - 413,995,634
Impairment loss on assets (18,394,678 ) - (18,394,678) - (18,394,678)
Gain from acquisition of a subsidiary 26,020,161 - 26,020,161 - 26,020,161
Profit before income tax 6,216,438,790 15,188,914 6,201,249,876 43,497,048 6,244,746,924
Income tax expense - net (754,380,340) (3,538,711) (750,841,629) - (750,841,629)
PROFIT FROM THE YEAR 5,462,058,450 11,650,203 5,450,408,247 43,497,048 5,493,905,295
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PT ELANG MAHKOTA TEKNOLOGI Tbk AND ITS SUBSIDIARIES
(WITHOUT PT SAKALAGUNA SEMESTA)
PROFORMA OF THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME (continued)
For the Year Ended 31 December 2022
(Expressed in Thousands of Rupiah, Unless Otherwise Stated)
Historical Audited
Consolidated
Balance of the Historical Audited
Company and its Consolidated
Subsidiaries Balance of the
Historical Audited without Company and its
Consolidated Historical Audited PT Sakalaguna Subsidiaries
Balance of the Balance of Semesta before the without
Company and its PT Sakalaguna proforma Proforma PT Sakalaguna
Subsidiaries Semesta adjustment and adjustment and Semesta 31
31 December 2022 31 December 2022 elimination Note elimination December 2022
Other comprehensive income
Items to be reclassified to profit or loss:
Difference in foreign currency ranslation of financial statement (94,072,786) (94,072,786) (94,072,786)
Share of other comprehensive income of associated entities -
net of tax 4,756,592 4,756,592 4,756,592
Effective part of cash flow hedge
Items not to be reclassified to profit or loss:
Changes in fair value of financial assets measured at fair value
hrough other comprehensive income – net of tax 858,154,017 858,154,017 858,154,017
Remeasurement of employee benefits liability - net of tax (9,207,298) (549,323) (8,657,975) V.2 (8,657,975)
Total other comprehensive income 759,630,525 (549,323) 760,179,848 - 760,179,848
TOTAL COMPREHENSIVE PROFIT FOR THE YEAR 6,221,688,975 11,100,880 6,210,588,095 43,474,034 6,254,062,129
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IV. SUMMARY OF THE APPRAISER REPORT
In order to execute the Transaction and in compliance with the provisions in POJK No. 17/2020, the
Company has appointed KJPP Kusnanto & Partner (hereinafter referred to as “KR”) as an authorized public
appraisal services office based on Decree of Minister of Finance No. 2.19.0162 dated 15 July 2019 and
registered as a capital market supporting professional services office at the Financial Services Authority
with Registered Certificate of Capital Market Supporting Profession from the Financial Services Authority
No. STTD.PB-01/PJ-1/PM.223/2023 (business appraiser), has been assigned by the Company’s
management to give an opinion as independent appraisers on the market value of 80.00% shares of SS and
fairness opinion on the proposed Transaction in accordance with the engagement letter No. KR/230515-
001 dated 15 May 2023 which was approved by the Company's management.
Client Identity
Name : PT Elang Mahkota Teknologi Tbk
Industry : Other Management Consulting Activities
Address : SCTV Tower 18th Floor, Senayan City, Jl. Asia Afrika Lot 19, Jakarta 10270
Indonesia
Telephone : (021) 7278 2066
Fax : (021) 7278 2194
Email : corsec@emtek.co.id
A. Summary of the Appraisal of 80.00% of SS Shares based on Report
No. 00077/2.0162-00/BS/10/0153/1/VI/2023 dated 26 June 2023 by KJPP KR.
Parties in the Proposed Transaction
The parties involved in the proposed Transaction are the Company, HIB, and Kintarwan Kusumo.
Valuation Object
The market value of 80.00% shares of SS.
The Objective of The Valuation
The objective of the valuation is to obtain an independent opinion on the market value of the Valuation
Object stated in Rupiah and/or its equivalency as of 31 December 2022.
Limiting Conditions and Major Assumptions
This valuation was prepared based on the market and economic conditions, general business and
financial conditions as well as applicable Government regulations until the date of issuance of this
valuation report.
The valuation of the Valuation Object performed with the discounted cash flow method was based on
SS’s financial statements projections prepared by the management of SS. In preparing the financial
statements projections, various assumptions were developed based on the performance of SS in
previous years and management’s plan for the future. KR have made some adjustments to the financial
statements projections in order to describe the operating conditions and performance of SS more fairly
during the valuation. Overall, there were not any significant adjustments that have been applied to the
performance targets of SS and reflect its fiduciary duty. KR are responsible for the valuation and the
fairness of the projected financial projections based on the historical performance of SS and the
information from the management of SS to such financial projections. KR are also responsible for the
valuation report of the Company and the final value conclusion.
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In the valuation assignment, KR assumed the fulfillment of all conditions and obligations of the
Company. KR also assumed that from the date of the valuation until the date of issuance of the
valuation report, there were no changes that could materially affect the assumptions used in the
valuation. KR are not responsible to reaffirm or to supplement or to update KR opinion due to the
changes in the assumptions and conditions as well as events occurring after the report date.
In performing the analysis, KR assumed and relied on the accuracy, reliability, and completeness of all
financial information and other information provided to us by the Company and SS or publicly
available which were essentially true, complete and not misleading and KR are not responsible to
perform an independent investigation of such information. KR also relied on assurances from the
management of the Company and SS that they did not know the facts which led to the information
given to us to be incomplete or misleading.
The valuation analysis of the Valuation Object was prepared using the data and information as
disclosed above. Any changes to the data and information may materially affect the outcome of KR
opinion. KR are not responsible for the changes in the conclusions of KR valuation as well as any losses,
damages, costs or expenses caused by undisclosed information which led the data obtained to be
incomplete and/or could be misinterpreted.
Since the result of KR valuation extremely depended on the data and the underlying assumptions, the
changes in the data sources and assumptions based on market data would change the result of KR
valuation. Therefore, KR stated that the changes to the data used could affect the result of the valuation
and that such differences could be material. Although the content of this valuation report had been
prepared in good faith and in a professional manner, KR are unable to accept the responsibility for the
possibility of the differences in KR conclusion caused by additional analysis, the application of the
valuation result as a basis to perform the analysis of the transaction or any changes in the data used as
the basis of the valuation. The valuation report of the Valuation Object represents a non-disclaimer
opinion and is an open-for-public report unless there was confidential information on such a report,
which might affect the operation of the Company and SS.
KR work related to the valuation of the Valuation Object was not and could not be interpreted in any
form, a review or an audit or implementation of certain procedures of financial information. The work
was also not intended to reveal weaknesses in internal control, errors or irregularities in the financial
statements or violation of the law. Furthermore, KR have also obtained the information on the legal
status of SS based on the articles of association of SS.
The Valuation Methods Applied
The valuation methods applied in the valuation of the Valuation Object were discounted cash flow
method and comparative method of listed company in stock exchange (guideline publicly traded
company method).
The discounted cash flow method was used considering that the operations carried out by SS in the
future will still fluctuate according to the estimated SS’s business development. In performing the
valuation through this method, SS’s operations were projected based on the estimated SS’s business
development. Future cash flows generated by financial statements projections were converted into the
present value using an appropriate discount rate to the level of risks. The indicative value was the total
present value of future cash flows.
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Guideline publicly traded company method was used in the valuation despite the unavailability of
information for similar companies with similar business scale and assets in public companies stock
market, but it is expected that the available public companies stock data could be used as comparative
data for the value of shares owned by the Company.
The approaches and valuation methods above were considered by KR to be the most suitable to be
applied in this assignment and had been approved by the management of the Company and SS. It is
possible that the application of other valuation approaches and methods may give different results.
Furthermore, the values obtained from each of these methods are reconciled by weighting.
The Valuation Conclusion
Based on the results of an analysis of all data and information that KR has received and taking into
account all relevant factors that influence the valuation, in KR's opinion, the market value of the Object
of Appraisal as of December 31, 2022 was Rp 119.49 billion.
B. Summary of Fairness Opinion on the Proposed Transaction based on Report No.
00079/2.0162-00/BS/10/0153/1/VI/2023 dated 28 June 2023
Parties Involved in the Proposed Transaction
The parties involved in the proposed Transaction are the Company, HIB, and Kintarwan Kusumo.
Transaction Objects of The Fairness Opinion
The transaction object in the Fairness Opinion of the Transaction are as follows:
• Transaction where the Company plans to sell and transfer 79,999 shares of SS or equivalent to
79.99% of the total issued and paid up by SS to HIB with a transaction value or Rp 36.64 billion in
connection with the proposed Transaction.
• Transaction where the Company plans to sell and transfer 1 shares of SS or equivalent to 0.001%
of the total issued and paid up by SS to KK with a transaction value or Rp 0.46 million in
connection with the proposed Transaction.
Purpose and Objective of The Fairness Opinion
Purpose and objective of the preparation of the Fairness Opinion on the proposed Transaction is to
provide an overview on the fairness of the proposed Transaction to the Company’s Directors from
financial aspects and to comply with the applicable regulations, i.e. POJK 17/2020.
This Fairness Opinion was prepared in compliance with the provisions of OJK Rule
No. 35/POJK.04/2020 concerning “Valuation and Presentation of Business Valuation Report in
Capital Markets” dated 25 May 2020 as well as Indonesian Valuation Standards 2018.
Limiting Conditions and Major Assumptions
The Fairness Opinion analysis on the proposed Transaction was prepared using the data and
information as disclosed above, such data and information of which KR have reviewed. In performing
the analysis, KR relied on the accuracy, reliability and completeness of all financial information,
information on the legal status of the Company and other information provided to us by the Company
or publicly available and KR are not responsible for the accuracy of such information. Any changes to
the data and information may materially influence the outcome of KR opinion. KR also relied on
assurances from the management of the Company that they did not know the facts which led to the
information given to us to be incomplete or misleading. Therefore, KR are not responsible for the
changes in the conclusions of KR Fairness Opinion caused by changes in those data and information.
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The Company's financial projections before and after the proposed Transaction was prepared by the
Company's management. KR have reviewed such financial projections and those financial projections
have described the operating conditions and performance of the Company. Overall, there were not any
significant adjustments to be made to the performance targets of the Company.
KR did not perform an inspection of the Company's fixed assets or facilities. In addition, KR also did
not give an opinion on the tax impact of the proposed Transaction. The service KR provided to the
Company in connection with the proposed Transaction merely was the provision of the Fairness
Opinion on the proposed Transaction, not accounting services, auditing or taxation. KR did not
perform observation on the validity of the proposed Transaction from legal aspects and implication of
taxation aspects. The Fairness Opinion on the proposed Transaction was only performed from
economic and financial aspects. The fairness opinion report on the proposed Transaction represented
a non-disclaimer opinion and was an open-for-public report unless there was confidential information
on such report, which might affect the Company's operations. Furthermore, KR have also obtained the
information on the legal status of the Company and SS based on the articles of association of the
Company and SS.
KR work related to the proposed Transaction was not and could not be interpreted in any form, a
review or an audit or an implementation of certain procedures of financial information. The work was
also not intended to reveal weaknesses in internal control, errors or irregularities in the financial
statements or violation of law. In addition, KR did not have the authority and was not in a position to
obtain and analyze a form of other transactions that existed and might be available to the Company
other than the proposed Transaction and the effect of these transactions to the proposed Transaction.
This Fairness Opinion was prepared based on the market and economic conditions, general business
and financial conditions as well as government regulations related to the proposed Transaction on the
issuance date of this Fairness Opinion.
In preparing the Fairness Opinion, KR applied several assumptions, such as the fulfillment of all
conditions and obligations of the Company as well as all parties involved in the proposed Transaction.
Proposed Transaction would be executed as described accordingly to a predetermined time period and
the accuracy of the information regarding the proposed Transaction which was disclosed by the
Company's management.
The Fairness Opinion should be viewed as a whole and the use of partial analysis and information
without considering other information and analysis as a whole may cause a misleading view and
conclusion on the process underlying the Fairness Opinion. The preparation of the Fairness Opinion
was a complicated process and might not be possible to perform through incomplete analysis.
KR also assumed that from the issuance date of the Fairness Opinion until the execution date of the
proposed Transaction, there were no changes that could materially affect the assumptions used in the
preparation of the Fairness Opinion. KR are not responsible to reaffirm or to supplement or to update
KR opinion due to the changes in the assumptions and conditions as well as events occurring after the
letter date. The calculation and analysis in the Fairness Opinion have been performed properly and KR
are responsible for the fairness opinion report.
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The conclusion of the Fairness Opinion is applicable for no changes that might materially impact on
the proposed Transaction. Such changes include, but not limited to, the changes in conditions both
internally on the Company and externally on the market and economic conditions, general conditions
of business, trading and financial as well as government regulations of Indonesia and other relevant
regulations after the issuance date of the fairness opinion report. Whenever after the issuance date of
the fairness opinion report such changes occur, the Fairness Opinion on the proposed Transaction
might be different.
Approach and Method of Fairness Opinion on Proposed Transactions
In evaluating the Fairness Opinion on this proposed Transaction, KR has conducted an analysis
through the approaches and procedures of the Fairness Opinion on the proposed Transaction from
the following matters:
I. Analysis of the proposed Transactions
II. Qualitative and quantitative analysis of the proposed Transaction
III. Analysis of the fairness on the proposed Transaction.
Conclusion
Based on the scope of works, assumptions, data, and information acquired from the Company's
management which was used in the preparation of this fairness opinion report, a review of the financial
impact on the proposed Transaction as disclosed in the fairness opinion report, therefore in our opinion,
the proposed Transaction is fair.
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IV. ADDITIONAL INFORMATION
For further information regarding the above matters, please contact the Company during business hours at
the following address:
PT Elang Mahkota Teknologi Tbk
Kantor Pusat:
SCTV Tower 18th Floor, Senayan City
Jl. Asia Afrika Lot 19, Jakarta 10270
Indonesia
Telp. (021) 7278 2066
Fax. (021) 7278 2194
Email: corsec@emtek.co.id
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Names mentioned 0 people and organisations named in the text · linked when the evidence is strong
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