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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT SARANA MENARA NUSANTARA TBK (the “COMPANY”)
In compliance with the provisions of the Financial Services Authority Regulation Number
42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest Transactions, as well as the
Decree of the Board of Directors of PT Bursa Efek Indonesia Number Kep-00066/BEI/09-2022 dated
September 30, 2022 concerning Amendments to Regulation Number I-E concerning Obligation of
Information Submission.
PT Sarana Menara Nusantara Tbk.
Domiciled in Kudus, Indonesia
(the “Company”)
Business Activities:
holding company activities, telecommunication central construction
and other management consultancy activities
Head Office Branch Office
Jl. Jend. A.Yani No. 19 A Menara BCA, 55th Floor
Kelurahan Panjunan, Kecamatan Kota Kudus Jl. M.H Thamrin No. 1
Kabupaten Kudus – 59317 Jakarta 10310, Indonesia
Jawa Tengah, Indonesia Phone. (62-21) 2358 5500
Phone. (62-291) 431691 Fax. (62-21) 2358 6446
Fax. (62-291) 431718
Website: www.ptsmn.co.id
Email: investor.relations@ptsmn.co.id
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY,
INDIVIDUALLY AND COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND
COMPLETENESS OF THE INFORMATION AS DISCLOSED IN THIS DISCLOSURE OF
INFORMATION, AND AFTER CONDUCTING THOROUGH EXAMINATION, IT IS CONFIRMED
THAT TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THE INFORMATION CONTAINED IN
THIS DISCLOSURE OF INFORMATION IS TRUE. THERE ARE NO MATERIAL AND RELEVANT
FACTS/INFORMATION THAT HAVE NOT BEEN DISCLOSED OR OMITTED, WHICH WOULD
CAUSE THE INFORMATION PROVIDED IN THIS DISCLOSURE TO BE INCORRECT AND/OR
MISLEADING.
This Disclosure of Information is published in Jakarta on June 26, 2025
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DEFINITIONS
Public Accountant : Public Accounting Firm (Kantor Akuntan Publik)
Purwantono, Sungkoro & Surja as independent auditor
that conducted an examination of the Company's
Financial Statements.
Board of Directors : Members of the Board of Directors of the Company who
are currently serving on the date of this Disclosure of
Information.
Iforte: : PT Iforte Solusi Infotek, a limited liability company
established under and subject to the laws of the
Republic of Indonesia and domiciled in Jakarta, 99.99%
of whose shares are held by Protelindo.
IGPU: : PT Iforte Gilang Pertiwi Utama, a limited liability
company established under and subject to the laws of
the Republic of Indonesia and domiciled in Jakarta, 80%
of whose shares are held by iForte.
MoLHR : Means the abbreviation of the Ministry of Law and
Human Rights of the Republic of Indonesia (formerly
known as the Department of Law and Human Rights of
the Republic of Indonesia, Department of Justice of the
Republic of Indonesia, Department of Law and
Legislation of the Republic of Indonesia, or other
names).
KJPP NDR / Appraiser : Public Appraisal Services Office (Kantor Jasa Penilai
Publik) Nirboyo Adiputro, Dewi Apriyanti & Rekan, which
has obtained business license from the Ministry of
Finance No. 2.09.0018 based on the Decree of the
Minister of Finance No.357/KM.1/2009 dated April 2,
2009, and registered as a Capital Market Supporting
Professional with Certificate of Registration as Capital
Market Supporting Professional from the Financial
Services Authority No. STTD.PB-58/PM.021/2024 dated
January 8, 2024, as an independent appraiser
appointed by the Company in accordance with the offer
letter No. 0132/NDR-SB/Prop/III/25 dated March 7,
2025.
Commissioner : Members of the Board of Commissioners of the
Company who are currently serving on the date of this
Disclosure of Information.
Company's Financial : The Consolidated Financial Statements of the Company
Statements ended December 31, 2024, which were reviewed on a
limited basis by the Public Accountant.
OJK : The Financial Services Authority (Otoritas Jasa
Keuangan) as referred to in the Law of the Republic of
Indonesia Number 21 of 2011 concerning the Financial
Services Authority.
Company : PT Sarana Menara Nusantara Tbk, a public limited
liability company established under and subject to the
laws of the Republic of Indonesia and domiciled in
Kudus.
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POJK No. 42/2020 : OJK Regulation Number 42/POJK.04/2020 concerning
Affiliated Transactions and Conflict of Interest
Transactions.
Protelindo : PT Profesional Telekomunikasi Indonesia, a limited
liability company established under and subject to the
laws of the Republic of Indonesia and domiciled in
Kudus.
Affiliated Transactions : Affiliated transactions as referred to in POJK No.
42/2020.
I. INTRODUCTION
The information as contained in this Disclosure of Information is made in compliance with the
Company's obligations under the provisions of POJK No. 42/2020, to announce a disclosure of
information concerning Affiliated Transactions, related to the increase in capital participation and
share ownership of iForte in IGPU, in the amount of 56,209 new shares or IDR56,209,000,000, - (fifty
six billion two hundred nine million Rupiah) through an increase in issued and paid-up capital of IGPU
(“Transaction”). The Transaction is classified as an affiliated transaction due to the affiliation (as
defined in Law Number 8 of 1995 concerning Capital Market as well as POJK No. 42/2020) between
iForte and IGPU, both of which are affiliates of the Company. Details of the affiliation between iForte
and IGPU are as described further in Section II.D of this Disclosure of Information.
The Company has conducted adequate procedures to ensure that the Transaction is carried out in
accordance with generally accepted business practices.
This Transaction does not constitute a material transaction as defined under the Financial Services
Authority Regulation Number 17/POJK.04/2020 concerning Material Transactions and Changes in
Business Activities (“POJK No. 17/2020”) considering that the Transaction value is less than 20% of
the Company’s total equity, based on the Company's Financial Statements.
The Board of Directors and Board of Commissioners of the Company, both individually and
collectively, declare that this Transaction does not contain a Conflict of Interest as referred to in POJK
No. 42/2020.
II. DESCRIPTIONS OF THE TRANSACTION
A. TRANSACTION DATE
Transaction Date is June 25, 2025
B. TRANSACTION OBJECT
New shares issued by IGPU through an increase in the issued and paid-up capital of IGPU,
which is subscribed by iForte, in the amount of 56,209 new shares or IDR56,209,000,000.- (fifty
six billion two hundred and nine million Rupiah). After subscribing for the abovementioned new
shares, iForte's shareholding in IGPU increased from 51% to 80%.
The following is the composition of capital and shareholders of IGPU before and after the
Transaction:
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Composition of Capital and shareholders of IGPU before the Transaction
Par value of IDR10 per share
Description Number of %
Total Par Value (IDR)
Shares
Authorized Capital 5,000 5,000,000,000
Issued and Paid-Up Capital
iForte 714 714,000,000 51
PT Saptadaya Bumitama Persada 567 567,000,000 41
Anthony Jaya 119 119,000,000 9
Total Issued and Paid-up Capital 1,400 1,400,000,000 100
The composition of Capital and shareholders of IGPU after the Transaction
Par value of IDR10 per share
Description Number of %
Total Par Value (IDR)
Shares
Authorized Capital 150,000 150,000,000,000
Issued and Paid-Up Capital
iForte 56,923 56,923,000,000 80
PT Saptadaya Bumitama Persada 6,582 6,582,000,000 9.25
EZSIGHT AUSTRALIA PTY LTD 6,226 6,226,000,000 8.75
Anthony Jaya 1,423 1,423, 000,000 2
Total Issued and Paid-up Capital 71,154 71,154,000,000 100
C. TRANSACTION VALUE
The value of the Transaction is IDR56,209,000,000.- (fifty six billion two hundred nine million
Rupiah).
D. PARTIES TO THE TRANSACTION AND NATURE OF AFFILIATION
1. iForte
PT Iforte Solusi Infotek, a limited liability company established under and subject to the
laws of the Republic of Indonesia and domiciled in Jakarta, 99.99% of whose shares are
held by Protelindo. Protelindo is a subsidiary of the Company, 99.99% of whose shares
are held by the Company.
Iforte was established based on Deed of Establishment No. 174, dated May 16, 1997,
made before Buntario Tigris Darmawa, S.H., Notary in Jakarta. The Deed was ratified by
the Minister of Justice of the Republic of Indonesia pursuant to Decree No. C2-
7361.HT.01.01.Th.1997, dated July 30, 1997 and registered in the Company Register
under No. 09051635802, dated November 12, 1997 and published in the Official Gazette
of the Republic of Indonesia No. 12, dated February 10, 1998, Supplement No. 889.
In accordance with iForte's Articles of Association, the scope of iForte's business
activities is to carry out the following activities: (i) Information and Communication, (ii)
Construction of Civil Structures, and (iii) Wholesale of Telecommunication Equipment.
The composition of the capital and shareholders of iForte as of the date of this Disclosure
of Information is as follows:
Par value of IDR1,000,000.- per share
Name of Shareholders Number of
Par Value (IDR) %
Shares
Authorized Capital 790,000 790,000,000,000
Issued and Paid-Up Capital
- PT Profesional Telekomunikasi Indonesia 789,416 789,416,000,000 99.999
- the Company 1 1,000,000 0.001
Total Issued and Paid-up Capital After Treasury
789,417 789,417,000,000 100
Shares
Total Shares in Portfolio 583 583,000,000
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As of the date of this Disclosure of Information, the composition of the Board of Directors
and Board of Commissioners of iForte is as follows:
Board of Directors:
President Director : Ferdinandus Aming Santoso
Vice President Director : Silvi Liswanda
Vice President Director : Rony Ardhitia Soetedjo
Director : Handoko Siputro
Director : Hartono Tanuwidjaya
Board of Commissioners:
President Commissioner : Peter Djatmiko
Commissioner : Mohamad Iwan
Commissioner : Nur Hermawan Thendean
2. IGPU
PT Iforte Gilang Pertiwi Utama, a limited liability company established under and subject
to the laws of the Republic of Indonesia and domiciled in Jakarta, 51% of whose shares
(before the Transaction) or 80% of whose shares (after the Transaction) are held by
iForte.
IGPU was established based on the Deed of Establishment No. 31, dated October 15,
2024, made before GATOT WIDODO S.E., S.H., M.KN.,. Such Deed was ratified by the
MoLHR based on decree Number AHU-0081646.AH.01.01.TAHUN2024 dated October
16, 2024 and registered in the Company Register Number AHU-
0221462.AH.01.11.TAHUN2024 dated October 16, 2024 (“IGPU's Articles of
Association”).
In accordance with IGPU's Articles of Association, the scope of IGPU's business
activities is to conduct business in the fields of hosting, which includes services related to
the provision of hosting infrastructure, data processing services and related activities and
specialization in hosting, such as web-hosting, streaming services and application
hosting, including cloud computing, with Indonesian Standard Industrial Classification
(Klasifikasi Baku Lapangan Usaha Indonesia/KBLI) code 63112.
The composition of the capital and shareholders of IGPU is as described in Section II.B
of this Disclosure of Information. As of the date of this Disclosure of Information, the
composition of the Board of Directors and Board of Commissioners of IGPU is as follows:
Board of Directors:
President Director : Hartono Tanuwidjaya
Director : Anthony Jaya
Board of Commissioners:
President Commissioner : Peter Djatmiko
Commissioner : Silvi Liswanda
E. EXPLANATION, CONSIDERATION, AND REASONS FOR CONDUCTING AFFILIATED
TRANSACTIONS, COMPARED TO OTHER SIMILAR TRANSACTIONS THAT ARE
CONDUCTED NOT WITH AFFILIATED PARTIES;
This Transaction was carried out with the objective of providing business capital support for
IGPU, which will be used by IGPU for general corporate purposes (including capital
expenditure). For iForte, the increase in share ownership in IGPU is expected to provide
financial benefits in the form of increased investment returns (dividends). iForte also believes
that IGPU's business/business activities can synergize and expand the business lines of iForte
and the Company Group.
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III. SUMMARY OF APPRAISER'S REPORT AND INDEPENDENT APPRAISER'S OPINION
To ensure the fairness of the Transaction, the Company and iForte have appointed an Independent
Appraiser, namely KJPP NDR, an authorized KJPP with a Business License No. 2.09.0018 based on
the Decree of the Minister of Finance No. 357/KM.1/2009 dated April 2, 2009 and registered as a
Capital Market Supporting Professional with a Certificate of Registration as Capital Market Supporting
Professional from the Financial Services Authority No. STTD.PB-58/PM.021/2024 dated January 8,
2024, to provide a fairness opinion on the Transaction.
The following is a summary of the fairness opinion on the Transaction, prepared by the independent
appraiser KJPP NDR, No. 00199/2.0018-00/BS/05/0654/1/V/2025 dated May 5, 2025 (“Fairness
Opinion”):
1. Identity of Parties to the Transaction
The parties involved in the Proposed Transaction are:
• iForte as the party subscribing to the new shares issued by IGPU;
• IGPU as the party issuing new shares and as recipient of funds from the capital injection
conducted by iForte.
2. Object of Appraisal
The object of appraisal is the Transaction (as defined in Section I (Introduction) of this
Disclosure of Information.
3. Purpose of Appraisal
This appraisal is intended to provide a fairness opinion on the Transaction, in compliance with
the provisions of POJK No. 42/2020.
4. Underlying Assumptions and Limiting Conditions
Assumptions:
• KJPP NDR assumes that the Transaction is carried out as described by the Company's
management, and in accordance with the agreement and the accuracy of information
regarding the Transaction as disclosed in the transaction documents received by KJPP
NDR;
• KJPP NDR assumes that from the date of issuance of the appraisal report until the
effective date of the Transaction, there is no change that materially affects the
assumptions used in the analysis in preparing the fairness opinion;
• KJPP NDR assumes that the parties to the transaction are companies that are continuing
their business in the future and managed by professional and competent management
(going concern);
• All data and information received from the Company's management in connection with this
valuation are relevant, accurate, and reliable;
• All statements and data, as well as information contained in the appraisal report, are
relevant, accurate, and can be accounted for, in accordance with generally accepted
appraisal procedures, and are submitted in good faith;
• KJPP NDR obtained information on the legal status of the parties to the transaction from
the Company's management, but KJPP NDR did not conduct any checks on its validity;
• There are no material and significant changes to the political, economic, and legal climate
in which the Company conducts its business activities;
• There are no material and significant changes to the composition of the Company's
management;
• There are no material and significant changes to applicable laws and regulations that
affect the Company's revenue in conducting its business;
• There are no material and significant changes to labor costs and other costs that are
significant;
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• There are no material and significant disruptions to industrial relations or labor
associations;
• There are no material and significant changes to the accounting policies used by the
Company;
• There are no material and significant changes in industry technology and market
competition in which the Company conducts its business.
Limiting Conditions:
• The appraisal report is a non-disclaimer opinion in nature;
• The appraisal report is carried out in accordance with the purpose and objective of the
appraisal as stated in the report, therefore it cannot be used and/or cited for any other
purpose;
• The appraisal report is open to the public, save for the confidential information that may
affect the Company's operations;
• The fairness opinion included in the appraisal report, as well as the results of analysis in
the appraisal report that are part of the appraisal object, are only valid in accordance with
the purpose and objectives of the appraisal. The fairness opinion and results of analysis
used in the appraisal report should not be used for other appraisal purposes that may
result in errors;
• The information provided by the Company's management to KJPP NDR, as mentioned in
the appraisal report, is deemed appropriate and reliable. However, KJPP NDR shall not be
responsible if it turns out that the information provided is proven to be inconsistent with the
actual facts. Information that is stated without mentioning its source is the result of KJPP
NDR's review of existing data, examination of documents, or information from authorized
government agencies. The responsibility to verify the accuracy of such information rests
solely with the Company;
• The appraisal conducted by KJPP NDR is based on data and information provided by the
Company's management. Considering that KJPP NDR's appraisal results are highly
dependent on the completeness, accuracy and presentation of data as well as underlying
assumptions thereof, changes to the data such as the existence of new information from
the public, information that is the result of special investigations, or those from other
sources, may change the results of KJPP NDR's appraisal. Therefore, KJPP NDR hereby
states that any changes to the utilized data may affect the appraisal result and that such
resulting differences may be material. Although the contents of the appraisal report have
been carried out in good faith and in a professional manner, KJPP NDR shall not assume
responsibility for any possibility of differences in the conclusions that arise from additional
analysis or changes to the data used as the basis for the appraisal;
• KJPP NDR uses financial projections obtained from the Company's management, and
KJPP NDR has made adjustments that reflect the fairness of the projections in accordance
with its achievability (fiduciary duty). KJPP NDR shall be responsible for the conduct of the
appraisal and the fairness of financial projections that have been adjusted;
• KJPP NDR shall be responsible for the fairness opinion and appraisal report;
• KJPP NDR shall not be responsible for reaffirming or supplementing this appraisal as a
result of events occurring after the date of the appraisal report (subsequent events);
• The Appraisal Report shall be deemed valid if the seal of KJPP Nirboyo Adiputro, Dewi
Apriyanti & Rekan is affixed on the signature sheet of the person in charge of the Report.
5. Approaches and Procedures of the Fairness Opinion
The fairness opinion analysis conducted on the Transaction are:
• Transaction analysis;
• Qualitative analysis;
• Quantitative analysis;
• Analysis of the fairness of transaction value;
• Analysis of other relevant factors.
6. Conclusion of the Fairness Opinion
Based on the fairness opinion analysis conducted by KJPP NDR, KJPP NDR concluded that
the Transaction carried out by iForte above is Fair.
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V. ADDITIONAL INFORMATION
The Board of Commissioners and Board of Directors of the Company hereby declare that this
Disclosure of Information contains all material information that is true and not misleading.
PT SARANA MENARA NUSANTARA TBK.
Branch Office
Menara BCA, 55th Floor
Jl. M.H Thamrin No. 1
Jakarta 10310, Indonesia
Phone. (62-21) 2358 5500
Fax. (62-21) 2358 6446
Website: www.ptsmn.co.id
Email: corpsec@ptsmn.co.id
Attn: Corporate Secretary
Jakarta, June 26, 2025
The Company’s Board of Directors
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Financial Services Authority
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Ministry of Law
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KJPP NDR
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Dewi Apriyanti & Rekan
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Ministry of Finance
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Minister of Finance
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PT Saptadaya Bumitama Persada
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EZSIGHT AUSTRALIA PTY LTD
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Buntario Tigris Darmawa
· Notaris
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Minister of Justice
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