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20260703_TOWR_Laporan Informasi dan Fakta Material_32108155_lamp1.pdf
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SCHEDULE
Date of Voluntary Tender Offer Statement : 9 June 2026
Effectiveness Statement for Voluntary Tender Offer : 2 July 2026
Voluntary Tender Offer Period : 6 July – 4 August 2026
Estimated Payment Date : 14 August 2026
AMENDMENT AND/OR SUPPLEMENTARY INFORMATION TO VOLUNTARY TENDER OFFER
(“VTO”) STATEMENT
("SUPPLEMENTARY INFORMATION TO THE VTO STATEMENT")
IN COMPLIANCE WITH REGULATION OF THE FINANCIAL SERVICES AUTHORITY
(OTORITAS JASA KEUANGAN/“OJK”) NUMBER 45 OF 2024 ON THE DEVELOPMENT AND
STRENGTHENING OF ISSUERS AND PUBLIC COMPANIES (“POJK 45/2024”) AND OJK
REGULATION NUMBER 54/POJK.04/2015 ON VOLUNTARY TENDER OFFERS (“POJK
54/2015”)
IN ACCORDANCE WITH THE PROVISIONS OF POJK 54/2015, PT IFORTE SOLUSI INFOTEK (“IFORTE”) HAS
DISCLOSED ALL INFORMATION THAT MUST BE KNOWN BY PUBLIC SHAREHOLDERS FOR THE PURPOSES OF
THIS VTO. IFORTE HEREBY CONFIRMS THAT THERE IS NO OTHER MATERIAL INFORMATION THAT HAS NOT BEEN
DISCLOSED IN THIS SUPPLEMENTARY INFORMATION TO THE VTO STATEMENT THAT COULD CAUSE THE
INFORMATION PROVIDED IN THIS SUPPLEMENTARY INFORMATION TO THE VTO STATEMENT TO BE MISLEADING.
IFORTE BEARS FULL RESPONSIBILITY FOR THE ACCURACY OF ALL FACTS, DATA, REPORTS, OR MATERIAL
INFORMATION DISCLOSED IN THIS SUPPLEMENTARY INFORMATION TO THE VTO STATEMENT.
SUPPLEMENTARY INFORMATION TO THE VTO STATEMENT BY:
PT IFORTE SOLUSI INFOTEK
Domiciled in Kudus Regency, Indonesia
Business Activity:
Wholesale of Telecommunications Equipment, Telecommunications Central Construction, Internet Access Gateway Services (Network
Access Point), Activities of Holding Company, Wired Telecommunications Activities, Telecommunications Network Installation, Satellite
Telecommunications Activities, Computing Infrastructure Provision, Hosting, and Related Activities, Data Communication System Services,
Wireless Telecommunications Activities, Internet Access Services (Internet Service Provider), and Rental and Leasing of Other Machinery,
Equipment, and Tangible Goods n.e.c..
Principal Office: Branch Office:
Jl. Tanjung Karang No.11 Menara BCA, Lantai 43
Jati Kulon, Jati, Kudus Jl. M.H. Thamrin No. 1, Jakarta 10310, Indonesia
Jawa Tengah 59347 Phone: +6221 23585500
Phone: +62291 43598
Website: www.iforte.id
Email: corpsec@iforte.co.id
over a maximum of 650,832 (six hundred fifty thousand eight hundred thirty-two) shares held by Public Shareholders (as defined below),
representing 0.05% (zero point zero five per cent) of the total issued and fully paid-up shares of PT Inti Bangun Sejahtera Tbk, at an offer
price of IDR 5,400.- (five thousand four hundred Rupiah) per share.
PT INTI BANGUN SEJAHTERA TBK
Domiciled in Kudus Regency, Indonesia
Business Activity:
Telecommunications Central Construction, Telecommunications Installation, Wholesale of Telecommunications Equipment, Wired
Telecommunications Activities, Internet Service Provider, Internet Interconnection Services (NAP), Premium SMS Content Services, Other
Multimedia Services, Data Processing Activities, Real Estate Owned or Leased, and Other Management Consultancy Activities
Principal Office: Branch Office:
Jl. Tanjung Karang No.11 Menara BCA, Lantai 49
Jati Kulon, Jati, Kudus Jl. M.H. Thamrin No. 1 Jakarta 10310
Jawa Tengah 59347 Phone: +6221 23585549
Phone: +62291 435984
Website: www.ibstower.com
Email: corpsec@ibstower.com
IFORTE HEREBY DECLARES THAT IT HAS SUFFICIENT FUNDS TO COMPLETE THE VTO, AS EVIDENCED BY THE
STATEMENT FROM PT BANK CENTRAL ASIA TBK NO. 4922/MBA/2026 DATED 22 JUNE 2026.
THIS SUPPLEMENTARY INFORMATION TO THE VTO STATEMENT IS ISSUED IN JAKARTA ON 3 JULY 2026
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DEFINITIONS AND ABBREVIATIONS
Unless otherwise defined, the terms used in this Supplementary Information to the VTO Statement shall
have the following meanings:
“Affiliate” : As defined under Law Number 4 of 2023 on the
Development and Strengthening of the Financial
Sector, namely:
a. a family relationship by virtue of marriage up to
the second degree, both horizontally and
vertically, being the relationship of a person
with:
1. his or her spouse;
2. the parents of his or her spouse and the
spouse of his or her child;
3. the grandparents of his or her spouse and
the spouse of his or her grandchild;
4. the siblings of his or her spouse and the
spouse of such siblings; or
5. the spouse and siblings of such person.
b. a family relationship by virtue of lineage up to
the second degree, both horizontally and
vertically, being the relationship of a person
with:
1. his or her parents and children;
2. his or her grandparents and grandchildren;
or
3. his or her siblings.
c. the relationship between a party and its
employees, directors, or commissioners;
d. the relationship between 2 (two) or more
companies that share one or more members of
the board of directors, board of management,
board of commissioners, or supervisory board;
e. the relationship between a company and a
party that, directly or indirectly and in any
manner, controls or is controlled by such
company or party in determining the
management and/or policies of such company
or party;
f. the relationship between 2 (two) or more
companies that are controlled, directly or
indirectly and in any manner, in the
determination of the management and/or
policies of such companies by the same party;
or
g. the relationship between a company and its
principal shareholder, being a party that directly
or indirectly holds at least 20% (twenty per cent)
of shares with voting rights in such company
“BAE” : means the Securities Administration Bureau of the
Target Company, namely PT Raya Saham
Registra.
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“IDX” : means PT Bursa Efek Indonesia, domiciled in
Jakarta.
“VTO Form” : means the Voluntary Tender Offer Form (Formulir
Penawaran Tender Sukarela/FPTS), being the form
for the VTO that must be completed by
shareholders who are willing to accept the VTO.
“Group” : PT Sarana Menara Nusantara Tbk as the parent
entity and its subsidiaries, including Iforte and the
Target Company (as defined below).
“Day” : means every day in 1 (one) calendar year in
accordance with the Gregorian calendar without
exception, including Sundays and national public
holidays as designated from time to time by the
Government of the Republic of Indonesia, as well
as ordinary business days that, by reason of a
particular circumstance, are designated by the
Government of the Republic of Indonesia as non-
ordinary business days.
“Exchange Day “ : means every day on which securities trading is
conducted on the IDX, namely Monday through
Friday, except for national public holidays or days
declared as IDX holidays.
“Offer Price” : means the price offered by Iforte for the purchase
of Public Shares in the VTO, namely IDR 5,400.-
(five thousand four hundred Rupiah) per share, to
be paid in cash.
“Iforte” : means PT Iforte Solusi Infotek, as the party
conducting the VTO over the Public Shares,
incorporated under the laws of Indonesia and
domiciled in Indonesia.
“KSEI” : means PT Kustodian Sentral Efek Indonesia,
domiciled in Jakarta.
“MOL” : means the Minister of Law of the Republic of
Indonesia (previously the Minister of Justice of the
Republic of Indonesia and the Minister of Law and
Human Rights, as amended from time to time).
“OJK” : means the Financial Services Authority (Otoritas
Jasa Keuangan), which, under Law No. 4 of 2023
on the Development and Strengthening of the
Financial Sector, as last amended by Law No. 4 of
2026 on the Amendment to Law No. 4 of 2023, is
the independent state institution holding the
functions, duties, and authority of regulation,
supervision, examination, and investigation as
referred to in the law concerning the Financial
Services Authority.
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“Independent Shareholders” : means shareholders who do not have a personal
economic interest in connection with a particular
transaction and:
a) are not members of the board of directors,
members of the board of commissioners,
principal shareholders, or controlling parties; or
b) are not affiliates of members of the board of
directors, members of the board of
commissioners, principal shareholders, or
controlling parties
“Public Shareholders” : means all shareholders of the Target Company
outside of the Group's shareholding, whether direct
or indirect, whose names are recorded in the
shareholders register of the Target Company.
“Applicant” : means the parties entitled to participate in this VTO,
being Public Shareholders who have completed
and submitted all required documents for the VTO
no later than the Closing Date and who satisfy the
terms and conditions set out in this Supplementary
Information to the VTO Statement.
“Controlling Party” : means a party that, whether directly or indirectly:
a. holds more than 50% (fifty per cent) of the total
shares with voting rights that have been fully
paid up in a public company; or
b. has the ability to determine, directly or indirectly
and in any manner, the management and/or
policies of a public company.
“Voluntary Tender Offer” or “VTO” : means the voluntary tender offer to be conducted
by Iforte over the Public Shares.
“VTO Period “ : means the voluntary tender offer period, being 6
July 2026 to 4 August 2026, commencing at 08:30
Western Indonesian Time (WIB) and closing at
16:00 WIB on each day throughout the VTO Period.
Iforte may extend the VTO Period by making a
disclosure of information to the public in accordance
with POJK 54/2015.
“VTO Statement” : means the disclosure of information in connection
with the Voluntary Tender Offer.
“Securities Company“ : means the appointed securities company, namely
PT Bahana Sekuritas, domiciled in South Jakarta,
Indonesia.
“POJK 54/2015” : means OJK Regulation No. 54/POJK.04/2015
dated 29 December 2015 on Voluntary Tender
Offers.
“POJK 45/2024” : means OJK Regulation No. 45 dated 27 December
2024 on the Development and Strengthening of
Issuers and Public Companies.
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“Target Company“ : means PT Inti Bangun Sejahtera Tbk, a limited
liability company incorporated under the laws of the
Republic of Indonesia, domiciled in Kudus
Regency, whose shares are listed on the IDX.
“EGMS of 5 June 2026” : means the Extraordinary General Meeting of
Shareholders of the Target Company held on 5
June 2026
“Share” : means the issued and fully paid-up shares of the
Target Company that are listed and traded on the
IDX.
“Public Shares“ : means the Shares held by Public Shareholders,
being a maximum of 650,832 (six hundred fifty
thousand eight hundred thirty-two) shares
representing 0.05% (zero point zero five per cent)
of the total issued and fully paid-up shares in the
Target Company.
“Payment Date” : means the date on which payment shall be made to
Public Shareholders who have submitted a valid
VTO Form, being no later than 14 August 2026.
“Closing Date” : means the last day of the VTO Period, being 4
August 2026 at 16:00 Western Indonesian Time
(WIB).
“Company Law” : means the Law on Limited Liability Companies
Number 40 of 2007 (Undang-Undang Perseroan
Terbatas/“UUPT”), as partially amended by Law
No. 6 of 2023 on the Stipulation of Government
Regulation in Lieu of Law Number 2 of 2022 on Job
Creation into Law.
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I. INTRODUCTION
On 5 June 2026, the Target Company obtained approval from Independent Shareholders at the EGMS
of 5 June 2026 with respect to the plan to change the status of the Target Company from a public
company to a private company (“Go Private”) and approval for the delisting of the Target Company’s
shares from the IDX (“Delisting”), in accordance with the provisions of (i) Article 84A paragraph (2) of
Law No. 8 of 1995 on Capital Markets, as amended by Law No. 4 of 2023 on the Development of the
Financial Sector, and (ii) Article 16 of POJK 45/2024 (“Go Private and Delisting Plan”), pursuant to
Deed of Minutes of the Extraordinary General Meeting of Shareholders No. 11 dated 5 June 2026, made
before Yulia, Sarjana Hukum, Notary in South Jakarta.
Following the approval of the Go Private and Delisting Plan at the EGMS of 5 June 2026, Iforte will
conduct the VTO at the Offer Price as described in greater detail in Chapter II of this Supplementary
Information to the VTO Statement.
This Supplementary Information to the VTO Statement contains detailed information regarding the VTO
and the procedures to be followed by interested Public Shareholders.
II. TERMS AND CONDITIONS OF THE VTO
1. Object of the VTO
The object of the VTO is the Public Shares (as defined above).
As at the date of this Supplementary Information to the VTO Statement, Iforte holds
1,350,254,095 (one billion three hundred fifty million two hundred fifty-four thousand ninety-five)
shares in the Target Company, representing 99.95% (ninety-nine point nine five per cent) of the
total Shares of the Target Company.
Upon completion of the VTO, in the event that the VTO is able to absorb all of the public shares,
Iforte will hold directly in the Target Company, 1,350,904,927 (one billion three hundred fifty
million nine hundred four thousand nine hundred twenty-seven) shares, representing 100.00%
(one hundred per cent) of the total Shares of the Target Company. Pursuant to Article 7 of the
Company Law, in the event that Iforte is able to absorb all of the Public Shares, the shareholders
of the Target Company would become fewer than 2 (two) parties. Accordingly, within a period of
no later than 6 (six) months from the occurrence of such circumstance, Iforte is required to transfer
a portion of its shares to another party, or the Target Company is required to issue new shares
to another party. This is done in order to comply with the requirement under the Company Law
that a company must be held by 2 (two) or more parties.
2. Offer Price
Pursuant to the provisions of Article 39 letter (a) juncto Article 36 paragraph (a) of POJK 45/2024,
the Offer Price must be higher than the average of the highest daily trading prices on the IDX
during the 90 (ninety) day period preceding the date of announcement of the EGMS of 5 June
2026, i.e., 21 April 2026. (“Minimum Price Formula”).
Based on the Minimum Price Formula, the average of the highest daily trading prices on the IDX
during the aforementioned period amounts to IDR 5,374.- (five thousand three hundred seventy-
four Rupiah) per share (“Minimum Price”). Based on the foregoing, the Offer Price of IDR 5,400.-
(five thousand four hundred Rupiah) per Share satisfies and exceeds the Minimum Price as
required under POJK 45/2024.
Set out below is the calculation of the Offer Price based on the Minimum Price Formula:
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No. Date Highest No. Date Highest No. Date Highest
Price Price Price
1 20 Apr 26 8,475 36 16 Mar 26 4,490 71 9 Feb 26 5,500
2 19 Apr 26 - 37 15 Mar 26 - 72 8 Feb 26 -
3 18 Apr 26 - 38 14 Mar 26 - 73 7 Feb 26 -
4 17 Apr 26 7,725 39 13 Mar 26 4,490 74 6 Feb 26 5,100
5 16 Apr 26 7,025 40 12 Mar 26 4,490 75 5 Feb 26 5,500
6 15 Apr 26 6,500 41 11 Mar 26 4,530 76 4 Feb 26 -
7 14 Apr 26 6,400 42 10 Mar 26 5,000 77 3 Feb 26 5,300
8 13 Apr 26 6,400 43 9 Mar 26 5,500 78 2 Feb 26 5,300
9 12 Apr 26 - 44 8 Mar 26 - 79 1 Feb 26 -
10 11 Apr 26 - 45 7 Mar 26 - 80 31 Jan 26 -
11 10 Apr 26 6,000 46 6 Mar 26 5,500 81 30 Jan 26 -
12 9 Apr 26 5,575 47 5 Mar 26 5,000 82 29 Jan 26 5,300
13 8 Apr 26 5,300 48 4 Mar 26 5,000 83 28 Jan 26 -
14 7 Apr 26 5,350 49 3 Mar 26 4,560 84 27 Jan 26 5,300
15 6 Apr 26 4,900 50 2 Mar 26 4,550 85 26 Jan 26 -
16 5 Apr 26 - 51 1 Mar 26 - 86 25 Jan 26 -
17 4 Apr 26 - 52 28 Feb 26 - 87 24 Jan 26 -
18 3 Apr 26 - 53 27 Feb 26 4,870 88 23 Jan 26 5,300
19 2 Apr 26 4,500 54 26 Feb 26 - 89 22 Jan 26 5,825
20 1 Apr 26 - 55 25 Feb 26 4,970 90 21 Jan 26 5,875
21 31 Mar 26 - 56 24 Feb 26 4,960
22 30 Mar 26 - 57 23 Feb 26 -
23 29 Mar 26 - 58 22 Feb 26 -
24 28 Mar 26 - 59 21 Feb 26 -
25 27 Mar 26 - 60 20 Feb 26 -
26 26 Mar 26 - 61 19 Feb 26 4,940
27 25 Mar 26 4,500 62 18 Feb 26 4,940
28 24 Mar 26 - 63 17 Feb 26 -
29 23 Mar 26 - 64 16 Feb 26 -
30 22 Mar 26 - 65 15 Feb 26 -
31 21 Mar 26 - 66 14 Feb 26 -
32 20 Mar 26 - 67 13 Feb 26 5,300
33 19 Mar 26 - 68 12 Feb 26 4,930
34 18 Mar 26 - 69 11 Feb 26 5,475
35 17 Mar 26 4,490 70 10 Feb 26 5,500
Source: website of PT Bursa Efek Indonesia (www.idx.co.id)
Total of Highest Prices IDR 236,435.-
Number of days with trading activity 44
Highest Average Price IDR 5,374.-
Offer Price IDR 5,400.-
3. Conduct of the VTO
In connection with the conduct of the VTO and as a follow-up to the implementation of the Target
Company's Go Private and Delisting Plan, in addition to the information set out in this
Supplementary Information to the VTO Statement, the Target Company has also made a request
for the update of shareholder data, carried out through: (i) the Target Company's letter dated 19
June 2026 to each shareholder (the "Data Update Letter"); and (ii) an announcement in the
Kontan newspaper on 19 June 2026 (item (ii), together with the Data Update Letter, referred to
as the "Data Update").
The Data Update is consistent with the efforts of the Target Company and Iforte to ensure the
fulfilment of shareholders' rights in the conduct of the VTO through data accuracy and effective
communication between the Target Company and its shareholders.
The VTO Period must commence no later than 2 (two) Exchange Days after the VTO Statement
is declared effective by OJK. The VTO Period shall last for a minimum of 30 (thirty) Days, namely
from 6 July 2026 to 4 August 2026, commencing at 08:30 Western Indonesian Time (WIB) and
closing at 16:00 WIB on each day throughout the VTO Period, and may be extended for a
maximum of 90 (ninety) Days, unless otherwise approved by OJK. Any extension of the VTO
Period must be for a minimum of 15 (fifteen) Days and must be announced within 2 (two) Days
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prior to the commencement of the extension period. The VTO must be completed no later than
12 (twelve) Days after the end of the VTO Period.
Each Public Shareholder who intends to sell its Public Shares in the Target Company is required
to complete and return the VTO Form, in accordance with the procedures set out in Chapter VI
Procedures and Requirements for the VTO, to the BAE no later than the Closing Date.
The process of buying and selling Shares shall be conducted through a crossing transaction on
the IDX, and settlement shall be carried out in accordance with KSEI regulations.
Public Shareholders who are not willing to sell their Shares in the VTO shall remain as
shareholders of the Target Company once it has changed its status to a private company.
4. Payment Date
Payment shall be made no later than 12 (twelve) Days after the Closing Date to Public
Shareholders who have participated in the VTO and have completed all required documents in
accordance with the requirements set out in this Supplementary Information to the VTO
Statement, namely on 14 August 2026. Payment shall be made in Rupiah.
5. Required Approvals
There are no other approvals or requirements prescribed by applicable laws and regulations that
must be fulfilled by Iforte in connection with the VTO, other than the requirements set out in POJK
54/2015 and POJK 45/2024.
Iforte does not require any approval/notification from and/or to its creditors and/or any third parties
with respect to the conduct of the VTO. In addition, the Target Company does not require any
approval/notification from and/or to its creditors and/or any third parties with respect to the
conduct of the VTO by Iforte.
As at the date of this Supplementary Information to the VTO Statement, there is no particular
party that has submitted any written information or opinion, whether in support of or objecting to,
Iforte's plan to conduct the VTO.
6. Relationship with the Target Company
As at the date of this Supplementary Information to the VTO Statement:
a. Iforte’s shareholding in the Target Company amounts to 1,350,254,095 (one billion three
hundred fifty million two hundred fifty-four thousand ninety-five) shares, representing 99.95%
(ninety-nine point nine five per cent) of the total Shares of the Target Company;
b. There are no concurrent positions held by members of the Board of Directors and Board of
Commissioners between the Target Company and Iforte;
c. There are no sales or purchase contracts of any kind between Iforte and the Target Company
within the last 3 (three) years; and
d. There are no agency contracts between Iforte and the Target Company within the last 3 (three)
years.
7. Adequacy of Funds Declaration
Iforte hereby declares that it has sufficient funds and is capable of fulfilling its obligation to make
full payment to Public Shareholders for the purchase of the Public Shares in connection with the
conduct of the VTO, as evidenced by the statement from PT Bank Central Asia Tbk No.
4922/MBA/2026 dated 22 June 2026.
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8. Additional Information
As at the date of this Supplementary Information to the VTO Statement, neither Iforte nor the
Target Company is involved in any court proceedings or other disputes outside of court that would
have a material impact on its financial condition and operational activities that could disrupt the
planned implementation of the VTO by Iforte. Notwithstanding the foregoing, there is an out-of-
court proceeding involving Iforte that does not have a material impact on Iforte's financial
condition or operational activities, namely an examination by the Indonesian Competition
Commission (Komisi Pengawas Persaingan Usaha or "KPPU") concerning the alleged 1 (one)
business day delay in the submission of the mandatory notification of the acquisition of shares in
PT MCP Indo Utama (currently known as PT Iforte Payment Infrastructure), in which Iforte is the
reported party. As of the date of this Supplementary Information to the VTO Statement, the case
is still under review by the KPPU.
III. PURPOSE OF THE VTO AND PLANS FOR THE TARGET COMPANY
1. Purpose of the Voluntary Tender Offer
Iforte intends to purchase the VTO object in connection with the Target Company’s plan to
implement the Go Private and Delisting Plan, as approved by the Independent Shareholders of
the Target Company at the EGMS of 5 June 2026.
The VTO is conducted in order to comply with the requirements of POJK 45/2024 and POJK
54/2015, as well as to provide Public Shareholders with the opportunity to sell their Shares.
2. Plans for the Target Company
In the event that, up to the end of the VTO Period, Iforte has not succeeded in reducing the
number of shareholders of the Target Company to fewer than 50 (fifty) parties or such other
number as determined by OJK, as provided under POJK 45/2024, Iforte plans to extend the
VTO 2 (two) times, whereby each extension will be carried out for a period of 30 (thirty) Days,
such that the total duration of the VTO, taking into account the 2 (two) VTO extensions, is 90
(ninety) Days. The aforementioned plan to extend the VTO will be announced by Iforte within 2
(two) Days prior to the commencement of each VTO Period extension.
In each of the VTO extension periods, Iforte, together with the Target Company, will undertake
the necessary measures to increase the participation of Public Shareholders in the VTO. In
addition to the announcement referred to above, other efforts to be undertaken include re-
delivering information and announcements to Public Shareholders through the securities
companies (brokers) recorded as custodians of the Public Shareholders, as well as directly
tracing Public Shareholders still recorded in the Shareholders Register (shareholder tracing) in
order to provide information regarding the VTO and ensure that the Public Shareholders obtain
adequate information regarding their right to sell the shares they own to Iforte ("Shareholder
Tracing").
In the event that, following the VTO extension period and after the efforts to encourage VTO
participation, including undertake Shareholder Tracing, have been carried out, Iforte has still
not succeeded in reducing the number of shareholders of the Target Company to fewer than 50
(fifty) parties or such other number as determined by OJK, as provided under POJK 45/2024,
the Target Company will consider several other options to reduce the number of its
shareholders, including filing an afwezigheid application (application for a declaration of
absence) with the competent district court in respect of shareholders of the Target Company
who are absent or whose whereabouts are unknown.
In the event that the VTO conducted by Iforte has successfully reduced the number of
shareholders of the Target Company to below 50 (fifty) shareholders or such other number as
determined by OJK in accordance with the provisions of POJK 45/2024, Iforte and the Target
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Company will proceed with the Go Private and Delisting process, in compliance with applicable
laws and regulations.
Following the completion of the VTO, up to the date of this Supplementary Information to the
VTO Statement, the Target Company has no plans to make changes to the management and
employees of the Target Company.
The change of status of the Target Company to a private company is consistent with the Group’s
long-term business strategy aimed at achieving more efficient asset management and
operations through restructuring within the Group, including a review of the shareholding status
held by PT Sarana Menara Nusantara Tbk (“TOWR”) (both directly and indirectly) in several
subsidiaries.
The simplification of the corporate structure within the TOWR Group, including the change of
status of subsidiaries from public companies to private companies, forms part of a strategic
measure to obtain flexibility in determining corporate actions that suit the current business
needs of the Group, to enhance time and cost efficiency in decision-making, and to reduce
complexity in the process of complying with regulatory requirements, which may continue to
change in line with economic and business developments. The change of status of subsidiaries
to private companies will allow for a more agile and efficient Group structure, so that synergies
among the business entities may be more readily achieved, and thus allow the management to
focus on the long-term business strategy of the TOWR Group.
After becoming a private company, Iforte has no plans to make changes to the business
activities of the Target Company and the Target Company will continue to carry out its business
activities in accordance with the purposes and objectives set out in the Target Company's
Articles of Association, while continuing to observe applicable laws and regulations.
Furthermore, Iforte and the Target Company plan to continue to pursue business development
and the sustainable improvement of operational performance of the Target Company through,
among other things, strengthening synergies with the entities within the TOWR Group, asset
optimization, operational efficiency, and other efforts consistent with the Target Company's
business strategy.
IV. INFORMATION REGARDING THE PARTY CONDUCTING THE VTO
A. Brief History of Iforte
Iforte is a limited liability company established in Indonesia, firstly under the name PT Prisma
Sentra Telekomunikasi pursuant to Deed of Establishment No. 174 dated 16 May 1997, made
before Buntario Tigris Darmawa, S.H., Notary in Jakarta. Such 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
30 July 1997, registered in the Company Register under No. 09051635802 dated 12 November
1997, and announced in the State Gazette of the Republic of Indonesia No. 12 dated 10 February
1998, Supplement No. 889.
In 2002, Iforte changed its name to PT Iforte Solusi Infotek pursuant to Deed of Minutes of the
Extraordinary General Meeting of Shareholders No. 23 dated 7 February 2002, made before Dr.
Irawan Soerodjo, S.H., M.Si, Notary in Jakarta, which was approved by the Minister of Justice
and Human Rights of the Republic of Indonesia pursuant to Decree No. C-05902
HT.01.02.TH.2002 dated 9 April 2002, registered in the Company Register under No.
090315135977 dated 23 May 2002, and announced in the State Gazette of the Republic of
Indonesia No. 8005 dated 9 April 2002, Supplement No. 63.
The Articles of Association of Iforte have been amended on several occasions, most recently
amended pursuant to Deed of Statement of Circular Resolutions of Shareholders of Iforte No. 20
dated 18 June 2026, made before Caesaria Dhamayanti, S.H., M.Kn., Notary in Tangerang
Regency, which addresses, among other matters, an increase in the authorized capital, issued
capital, and paid-up capital. Such amendment to the articles of association has obtained approval
from the MOL pursuant to Decree No. AHU-0039275.AH.01.02.Tahun 2026 dated 19 June 2026,
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has been notified to the MOL pursuant to Receipt of Notice on Amendment to Articles of
Association No. AHU-AH.01.03-0171796 dated 19 June 2026, and has been registered in the
Company Register under No. AHU-0133152.AH.01.11.TAHUN 2026 dated 19 June 2026.
B. Business Activities of Iforte
Pursuant to Article 3 of Deed of Statement of Circular Resolutions in Lieu of an Extraordinary
General Meeting of Shareholders of Iforte No. 11 dated 15 June 2026, made before Caesaria
Dhamayanti, S.H., M.Kn., Notary in Tangerang Regency, which has obtained approval from the
MOL pursuant to Decree No. AHU-0038470.AH.01.02.Tahun 2026 and has been registered in
the Company Register under No. AHU-0130626.AH.01.11.TAHUN 2026 dated 17 June 2026, the
purposes and objectives of Iforte are to engage in the fields of:
(i) Information and Communication;
(ii) Civil Engineering Construction; and
(iii) Wholesale of Telecommunications Equipment.
To achieve the purposes and objectives set out above, Iforte may carry out the following business
activities:
(i) Wholesale of Telecommunications Equipment (46523);
(ii) Telecommunications Central Construction (42206);
(iii) Internet Access Gateway Services (Network Access Point) (61107);
(iv) Activities of Holding Company (64210);
(v) Wired Telecommunications Activities (61101);
(vi) Telecommunications Network Installation (43212);
(vii) Satellite Telecommunications Activities (61103);
(viii) Computing Infrastructure Provision, Hosting, and Related Activities (63102);
(ix) Data Communication System Services (61105);
(x) Wireless Telecommunications Activities (61102);
(xi) Internet Access Services (Internet Service Provider) (61104); and
(xii) Rental and Leasing of Other Machinery, Equipment, and Tangible Goods n.e.c. (77399).
The business activities currently conducted by Iforte are Wholesale of Telecommunications
Equipment (KBLI 46523), Telecommunications Central Construction (KBLI 42206), Internet
Access Gateway Services (Network Access Point) (KBLI 61107), Activities of Holding Company
(KBLI 64210), Wired Telecommunications Activities (KBLI 61101), Telecommunications Network
Installation (KBLI 43212), Satellite Telecommunications Activities (KBLI 61103), Data
Communication System Services (KBLI 61105), Wireless Telecommunications Activities (KBLI
61102), Internet Access Services (Internet Service Provider) (KBLI 61104), and Rental and
Leasing of Other Machinery, Equipment, and Tangible Goods n.e.c. (KBLI 77399)
C. Capital Structure and Shareholders of Iforte
The capital structure and shareholders of Iforte are as set forth in the Deed of Statement of
Resolutions of Shareholders No. 145 dated 28 March 2016, made before Dr. Irawan Soerodjo,
S.H., M.Si, Notary in Jakarta. Such Deed was approved by the MOLHR pursuant to Decree No.
AHU-0007671.AH.01.02 Tahun 2016 dated 21 April 2016, notified to the MOLHR pursuant to
Receipt of Notice on Amendment to Articles of Association No. AHU-AH.01.03-0042299 dated
21 April 2016, and registered in the Company Register under No. AHU-
0050325.AH.01.11.TAHUN 2016 dated 21 April 2016, juncto Deed of Statement of Resolutions
of Shareholders in Lieu of a General Meeting of Shareholders No. 306 dated 31 October 2019,
made by Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in West Jakarta. Such Deed was
notified to the MOLHR as evidenced by the Receipt of Notice on Amendment to the Articles of
Association of the Company No. AHU-AH.01.03-0363977 dated 25 November 2019, and
registered in the Company Register under No. AHU-0226471.AH.01.11.Tahun 2019 dated 25
November 2019, juncto Deed of Statement of Circular Resolutions in Lieu of a General Meeting
of Shareholders No. 20 dated 18 June 2026, made before Caesaria Dhamayanti, S.H., M.Kn.,
Notary in Tangerang Regency. Such Deed was approved by the MOL pursuant to Decree No.
AHU-0039275.AH.01.02.TAHUN 2026 dated 19 June 2026, notified to the MOL pursuant to
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Receipt of Notice on Amendment to Articles of Association No. AHU-AH.01.03-0171796 dated
19 June 2026, and registered in the Company Register under No. AHU-
0133152.AH.01.11.TAHUN 2026 dated 19 June 2026, as follows:
Nominal Value IDR 1,000,000.00 per Share
Name of Shareholder
Number of Nominal Value
%
Shares (IDR)
Authorized Capital 1,500,000 1,500,000,000,000
Issued and Paid-Up Capital
- PT Profesional Telekomunikasi Indonesia 1,129,416 1,129,416,000,000 99.99
- PT Sarana Menara Nusantara Tbk 1 1,000,000 0.01
Total of Issued and Paid-Up Capital 1,129,417 1,129,417,000,000 100
Shares in Portfolio 370,583 370,583,000,000 -
The Controlling Party of Iforte is PT Profesional Telekomunikasi Indonesia. Based on the Data
Submission Information document dated 10 March 2026, Iforte has also submitted a report
regarding the identification of the ultimate beneficial owners to the Directorate General of General
Law Administration of the Ministry of Law and Human Rights via an online system, whereby the
ultimate beneficial owners of Iforte are Martin Basuki Hartono and Victor Rachmat Hartono. Such
reporting was made in compliance with Presidential Regulation No. 13 of 2018 on Implementation
of the Principle of Recognizing the Beneficial Owner of Corporations for the Prevention and
Eradication of Money Laundering and Terrorism Financing Criminal Activities.
D. Composition of the Board of Commissioners and Board of Directors of Iforte
The composition of the Board of Commissioners and Board of Directors of Iforte, pursuant to the
Deed of Statement of Circular Resolutions in Lieu of an Extraordinary General Meeting of
Shareholders No. 7 dated 11 September 2025, made before Caesaria Dhamayanti, S.H., M.Kn.,
Notary in Tangerang Regency, which has been notified to the Minister of Law as evidenced by
the Receipt of Notice on Change of Company Data No. AHU-AH.01.09-0337378 dated 15
September 2025 and registered in the Company Register under No. AHU-
0214158.AH.01.11.TAHUN 2025 dated 15 September 2025, is as follows:
Board of Commissioners
President Commissioner : Peter Djatmiko
Commissioner : Mohamad Iwan
Commissioner : Nur Hermawan Thendean
Board of Directors
President Director : Ferdinandus Aming Santoso
Deputy President Director : Rony Ardhitia Soetedjo
Deputy President Director : Silvi Liswanda
Director : Hartono Tanuwidjaja
Director : Handoko Siputro
E. Other Information
Iforte and/or the members of Iforte’s Board of Directors hereby declare that within the last 3 (three)
years:
1. neither Iforte nor any member of Iforte’s Board of Directors has been declared insolvent;
2. no member of Iforte’s Board of Directors has been found guilty as a member of a board of
directors responsible for causing a company to be declared insolvent;
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3. neither Iforte nor any member of Iforte’s Board of Directors has been convicted of a financial
crime; and
4. neither Iforte nor any member of Iforte’s Board of Directors has been ordered by a court or
competent authority to cease its business activities relating to securities.
V. INFORMATION REGARDING THE TARGET COMPANY
A. Brief History of the Target Company
The Target Company was established pursuant to Deed of Establishment No. 07 dated 28 April
2006, made before Yulia, S.H., Notary in Jakarta. Such Deed was ratified by the Minister of
Justice of the Republic of Indonesia pursuant to Decree No. W7-00873 HT.01.01-TH.2006 dated
22 September 2006 and registered in the Company Register under No. 090515155266 at the
Company Registration Office of the Municipality of Central Jakarta under No.
029/BH.09.05/I/2007 dated 5 January 2007, and announced in the State Gazette of the Republic
of Indonesia No. 12 dated 9 February 2007, Supplement No. 1337.
The Articles of Association of the Target Company have been amended on several occasions,
most recently amended pursuant to Deed of Statement of Meeting Resolutions No. 43 dated 15
August 2024, made before Yulia, S.H., Notary in South Jakarta, which was approved by the MOL
pursuant to Decree No. AHU-0051050.AH.01.02.TAHUN 2024 dated 16 August 2024, notified to
the MOL pursuant to Receipt of Notice on Amendment to Articles of Association No. AHU-
AH.01.09-0240375 dated 16 August 2024 and No. AHU-AH.01.03-0182981 dated 16 August
2024, and registered in the Company Register under No. AHU-0171288.AH.01.11.TAHUN 2024
dated 16 August 2024, and announced in the State Gazette of the Republic of Indonesia No. 93
dated 19 November 2024, Supplement No. 36873 (“Target Company’s Articles of
Association”).
The principal office of the Target Company is located at Jalan Tanjung Karang No. 11, Desa Jati
Kulon, Kecamatan Jati, Kudus, Central Java, Indonesia, and its branch office is located at Menara
BCA, 49th Floor, Jalan M.H. Thamrin No. 1, Jakarta 10310, Indonesia.
B. Business Activities of the Target Company
Pursuant to Article 3 of the Target Company’s Articles of Association, the scope of its activities
encompasses operations in the fields of telecommunications central construction (KBLI 42206),
telecommunications installation (KBLI 43212), wholesale of telecommunications equipment (KBLI
46523), wired telecommunications activities (KBLI 61100), internet service provider (KBLI
61921), internet interconnection services (NAP) (KBLI 61924), Premium SMS content services
(KBLI 61912), other multimedia services (KBLI 61929), data processing activities (KBLI 63111),
real estate owned or leased (KBLI 68111), and other management consultancy activities (KBLI
70209). The Target Company commenced commercial operations in September 2006.
The business activities currently conducted by the Target Company are the provision of
telecommunications towers and tower infrastructure.
C. Subsidiaries of the Target Company
As at 31 December 2025, the Target Company does not have any subsidiaries.
D. Capital Structure and Shareholders of the Target Company
I. Current Capital Structure and Shareholders
The capital structure of the Target Company as at the date of this Supplementary Information
to the VTO Statement is as set forth in the Target Company’s Articles of Association, as
follows:
Authorized Capital : IDR 1,500,000,000,000.- (one trillion five hundred billion
Rupiah), divided into 3,000,000,000 (three billion) shares, each
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with a nominal value of IDR 500 (five hundred Rupiah) per
share.
Issued and Paid-Up : IDR 675,452,463,500.- (six hundred seventy-five billion four
Capital hundred fifty-two million four hundred sixty-three thousand five
hundred Rupiah), divided into 1,350,904,927 (one billion three
hundred fifty million nine hundred four thousand nine hundred
twenty-seven) shares, or 45.03% (forty-five point zero three per
cent) of the nominal value of each share issued in the Target
Company.
Based on the Shareholders Register as at 31 May 2026, maintained by the BAE of the Target
Company, the composition of the shareholders of the Target Company is as follows:
Nominal Value IDR 500.00 per Share
Name of Shareholder
Number of Shares Nominal Value (IDR) %
Authorized Capital 3,000,000,000 1,500,000,000,000
Issued and Paid-Up Capital
- PT Iforte Solusi Infotek 1,350,254,095 675,127,047,500 99.95
- Public, below 5% 650,832 325,416,000 0.05
Total of Issued and Paid-Up 1,350,904,927 675,452,463,500 100
Capital
Shares in Portfolio 1,649,095,073 824,547,536,500 -
The shareholding structure of the Target Company as at 31 May 2026 is as follows:
The Controlling Party of the Target Company, as referred to in POJK 45/2024, is Iforte.
Based on the Data Submission Information document dated 10 March 2026, the Target
Company has also submitted a report regarding the identification of the ultimate beneficial
owners to the Directorate General of General Law Administration of the Ministry of Law and
Human Rights via an online system, whereby the ultimate beneficial owners of the Target
Company are Martin Basuki Hartono and Victor Rachmat Hartono (as illustrated in the Target
Company’s shareholding structure above), under criterion F, namely receiving benefits from
the Target Company, pursuant to Presidential Regulation No. 13 of 2018 on Implementation
of the Principle of Recognizing the Beneficial Owner of Corporations for the Prevention and
Eradication of Money Laundering and Terrorism Financing Criminal Activities (“Presidential
Regulation 13/2018”) and Regulation of the Minister of Law and Human Rights of the
Republic of Indonesia No. 15 of 2019 on Procedures for the Implementation of the Principle
of Recognizing the Beneficial Owner of Corporations (“Minister Regulation 15/2019”). Such
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reporting was made in compliance with Presidential Regulation 13/2018 and Minister
Regulation 15/2019.
As at the date on which this Supplementary Information to the VTO Statement is issued,
there is only 1 (one) party holding shares of the Target Company in scrip form, namely Iforte.
II. Capital Structure and Shareholders Following the VTO
In the event that all Public Shareholders participate and are willing to sell their shares to
Iforte during the VTO Period, the capital structure and shareholders of the Target Company
before and after the conduct of the VTO will be as follows:
Before VTO After VTO
Name of Nominal Value IDR 500.00 per Share Nominal Value IDR 500.00 per Share
Shareholder
Number of Nominal Value Number of Nominal Value
% %
Shares (IDR) Shares (IDR)
Authorized 3,000,000,000 1,500,000,000,000 3,000,000,000 1,500,000,000,000
Capital
Issued and Paid-Up
- PT Iforte 1,350,254,095 675,127,047,500 99.95 1,350,904,927 675,452,463,500 100
Solusi Infotek
- Masyarakat 650,832 325,416,000 0.05 - -
dibawah 5%
Total of Issued 1,350,904,927 675,452,463,500 100 1,350,904,927 675,452,463,500 100
and Paid-Up
Capital
Shares in 1,649,095,073 824,547,536,500 - 1,649,095,073 824,547,536,500 -
Portfolio
Pursuant to Article 7 of the Company Law, in the event that Iforte successfully absorbs all of
the Public Shares, the shareholders of the Target Company would become fewer than 2
(two) parties; accordingly, within a period of no later than 6 (six) months from the occurrence
of such circumstance, Iforte is required to transfer a portion of its shares to another party, or
the Target Company is required to issue new shares to another party. In order to comply
with the requirement under the Company Law that a company must be held by 2 (two) or
more parties, Iforte and the Target Company will commit to fulfilling the aforementioned
requirement within the period provided under Article 7 of the Company Law.
E. Composition of the Board of Commissioners and Board of Directors of the Target
Company
The composition of the members of the Board of Commissioners and Board of Directors of the
Target Company as at the date of this Supplementary Information to the VTO Statement is as set
forth in the Deed of Statement of Resolutions of the Extraordinary General Meeting of
Shareholders No. 42 dated 15 August 2024, made before Notary Yulia, S.H., Notary in South
Jakarta, which has obtained the receipt of notice from the MOL pursuant to the Receipt of Notice
on Change of Company Data No. AHU-AH.01.09-0240126 dated 15 August 2024 and registered
in the Company Register at the MOL under No. AHU-0170746.AH.01.11.TAHUN 2024 dated 15
August 2024, as follows:
Board of Commissioners
President Commissioner : Adam Gifari
Independent Commissioner : Rinaldy Santosa
Commissioner : Haryo Dewanto
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Board of Directors
President Director : Ramadhan Kurnia Nusa
Director : Doni Wilaga Kusuma
Director : Catherine Sembiring Pelawi
Director : Suciratin
with a term of office from 15 August 2024 until the close of the fifth General Meeting of
Shareholders following the date of their appointment, without prejudice to the right of the General
Meeting of Shareholders to dismiss them at any time.
F. Summary of Financial Information of the Target Company
Set out below is a summary of key financial data of the Target Company based on (i) the Target
Company’s Limited Review Financial Statements for the period ended 31 March 2026, which
have been subject to a limited review by Public Accounting Firm Tjahjadi & Tamara pursuant to
report No. J-014/T&T-RR/R/2026 dated 29 May 2026, which expressed as fairly stated in all
material respects, signed by Public Accountant Riani (ii) the Target Company's Financial
Statements for the year ended 31 December 2025, which have been audited by Public
Accounting Firm Tjahjadi & Tamara pursuant to report No. 00100/2.0853/AU.1/06/0264-
4/1/III/2026 dated 16 March 2026, expressing an unqualified opinion and signed by Public
Accountant Riani; and (iii) the Target Company's Financial Statements for the year ended 31
December 2024, which have been audited by Public Accounting Firm Tjahjadi & Tamara pursuant
to report No. 00110/2.0853/AU.1/06/0264-3/1/III/2025 dated 25 March 2025, expressing an
unqualified opinion and signed by Public Accountant Riani..
Statement of Financial Position
(in millions of Rupiah)
31 March Years ended 31 December
Statement of Financial Position
2026 2025 2024 2023
Current Assets 963,262 400,603 661,353 1,935,900
Non-Current Assets 3,385,265 3,544,965 3,758,148 5,689,417
Total Assets 4,348,527 3,945,568 4,419,501 7,625,317
Current Liabilities 1,062,707 972,823 1,702,413 1,065,383
Non-Current Liabilities 660,617 392,917 548,701 2,546,666
Total Liabilities 1,723,324 1,365,740 2,251,114 3,612,049
Equity 2,625,203 2,579,828 2,168,387 4,013,268
Total Liabilities and Equity 4,348,527 3,945,568 4,419,501 7,625,317
Statement of Profit or Loss
(in millions of Rupiah)
The three month period
Statement of Profit or Loss ended 31 March Years ended 31 December
2026 2025 2025 2024 2023
Revenue 198,566 209,207 871,892 862,466 1,109,756
Cost of Revenue (65,771) (65,115) (242,946) (497,664) (516,842)
Gross Profit 132,795 144,092 628,946 364,802 592,914
Profit (Loss) for the Year 45,375 64,924 411,441 (1,850,836) 72,074
Total Comprehensive Income for 45,375 64,924 411,441 (1,844,881) 75,310
the Year
Basic Earnings Per Share 34 48 305 (1,370) 53
Attributable to Owners of the
Parent Entity (full amount)
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Key Financial Ratios
31 March 2026 Years ended 31 December
Description
2025 2024 2023
Current Ratio 90.64% 41.18% 38.85% 181.71%
Debt to Equity Ratio 65.65% 52.94% 103.82% 90.00%
Debt to Assets Ratio 39.63% 34.61% 50.94% 47.37%
Gross Profit Margin 66.88% 72.14% 42.30% 53.43%
Net Profit Margin 22.85% 47.19% -214.60% 6.49%
Return on Equity 6.91% 15.95% -85.36% 1.80%
Return on Assets 4.17% 10.43% -41.88% 0.95%
VI. PROCEDURES AND REQUIREMENTS FOR THE VTO
1. VTO Period
The VTO shall commence on 6 July 2026 at 08:30 Western Indonesian Time (WIB) and
shall close on 4 August 2026 at 16:00 WIB.
2. Eligible Applicants
Applicants are Public Shareholders as defined above.
Applicants who hold shares in the KSEI collective custody (scriptless) and who intend to
participate in the VTO are requested to instruct the securities company and/or custodian
bank with which they hold a securities sub-account to block the shares to be tendered in
the VTO through the KSEI C-BEST system, by attaching a copy of the share sale form and
proof of delivery/receipt of the share sale form to the BAE. The number of blocked shares
is final and, accordingly, such shares may not be traded or transferred to any other party,
except to Iforte for the purpose of its purchase of such shares.
In the event that an Applicant’s shares are subject to a pledge, such Applicant may only
participate in the VTO upon obtaining the consent of the creditor holding the pledge over
such shares.
Applicants whose shares are subject to a dispute may not participate in the VTO, unless
they are able to demonstrate that the dispute over share ownership has been resolved, as
evidenced by valid and legally admissible supporting documentation.
3. Voluntary Tender Offer Form
Applications to participate in the VTO must be submitted in accordance with the terms and
conditions set out in this Supplementary Information to the VTO Statement and the VTO
Form. The VTO Form may be obtained from the BAE of the Target Company at the
following address:
PT Raya Saham Registra
Plaza Sentral Building Lantai 2,
Jl. Jenderal Sudirman No. 47-48,
Jakarta 12930,
Tel.: (021) 2525666
Fax.:(021) 2525028
email: ibst_to@registra.co.id
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VTO Forms that are not completed in accordance with the requirements set out in the VTO
Form and this Supplementary Information to the VTO Statement shall not be processed,
and the relevant Shareholder shall not be permitted to participate in the VTO.
4. Procedure for Submission of the VTO Form
a. Signing of the VTO Form
Public Shareholders or their proxy must complete their applications during the VTO
Period by submitting to the BAE a duly completed and signed VTO Form in 4 (four)
original counterparts, together with the following supporting documents:
i. Individual Public Shareholders
1) A photocopy of the Public Shareholder’s valid national identity card.
2) A photocopy of the passport or limited stay permit card for foreign
Public Shareholders
ii. Institutional Public Shareholders
1) A photocopy of the articles of association and the deed reflecting the
current composition of the Board of Directors and Board of
Commissioners.
2) A photocopy of the valid national identity card of the members of the
Board of Directors authorized to represent the institutional shareholder.
3) A photocopy of the valid passport of the foreign members of the Board
of Directors authorized to represent the institutional Public Shareholder
(if any).
Where the VTO Form is signed by a proxy of the Applicant, the original power of
attorney in a form acceptable to the BAE, duly executed with an affixed stamp duty,
must be attached together with the VTO Form and its accompanying documents.
After completing the VTO Form in accordance with the foregoing steps,
Shareholders are requested to first send all required documents by email with the
subject heading “VTO IBST” to the following email address: ibst_to@registra.co.id,
together with the delivery of the original documents to the BAE at the address set
out below.
Securities Administration Bureau:
PT Raya Saham Registra
Plaza Sentral Building Lantai 2,
Jl. Jenderal Sudirman No. 47-48,
Jakarta 12930,
Tel.: (021) 2525666
Fax.:(021) 2525028
b. Acknowledgement of Receipt
Upon submission of the completed VTO Form and all other required documents to
the BAE, the Applicant shall receive an acknowledgement of receipt reflecting the
Applicant’s participation in the VTO, which shall be dated, signed, and stamped by
the BAE. The Applicant’s securities company/custodian bank shall then instruct
KSEI to transfer the relevant shares of the Target Company registered in the name
of the Applicant from the custodian bank/securities company to the KSEI temporary
escrow account (“Escrow Account”) by way of giving Securities Transfer
Instructions through C-BEST.
In the event that the Applicant’s securities company/custodian bank has not yet
instructed KSEI to transfer the Target Company’s shares to the Escrow Account
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prior to the expiry of the VTO Period, the application for the VTO transaction by the
relevant Applicant shall be deemed void and of no effect.
The shares of the Target Company that have been transferred to the Escrow
Account may not be assigned or transferred until the end of the VTO Period, except
in the event of cancellation by the securities company/custodian bank on behalf of
the Applicant in accordance with the terms and conditions set out in paragraph c
below.
c. Cancellation of Voluntary Tender Application
Before the end of, and during the, VTO Period, Iforte shall be entitled to reject the
Public Shares tendered in the VTO by Applicants who have submitted the VTO
Form, if the terms and conditions of the VTO have not been satisfied by such
Applicants.
Before the end of, and during the, VTO Period, any Applicant who has submitted a
VTO application may cancel its participation in the VTO process through its
securities company/custodian bank, in respect of all or any portion of its shares in
the Target Company that have been transferred to the Escrow Account, by means
of written notice by email to the securities company/custodian bank with a copy to
KSEI.
d. Verification
Within 1 (one) Exchange Day following the Closing Date, KSEI shall provide a list of
Applicants/account holders who have transferred the Target Company’s Shares to
the Escrow Account for the purpose of accepting the VTO, which shall be further
verified by the relevant Applicants in accordance with the terms and conditions set
out in the requirements of the VTO.
Prior to the Payment Date, the appointed Securities Company shall provide
confirmation to KSEI with respect to the approved Applicants. The determination of
approved Applicants by the Securities Company shall be final and binding on all
Applicants.
e. Payment
Upon completion of the verification of the VTO application documents, Iforte shall
confirm and transfer funds for the settlement of the purchase to KSEI.
Payment of the Offer Price to the approved Applicants shall be made by the
Securities Company, acting for and on behalf of Iforte, through KSEI. KSEI shall
effect payment of the funds through C-BEST by way of book entry to each of the
securities company/custodian bank accounts in the name of the approved
Applicants.
Payment shall be made in Rupiah, net of applicable commissions, IDX transaction
fees, and all applicable taxes, which shall be paid by the Applicant, amounting to
0.35% of the Offer Price.
f. Cancellation of the VTO
The VTO shall not be cancelled after it has been announced, except with the
approval of OJK.
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g. Reporting of VTO Results
Iforte shall report the results of the VTO to OJK no later than 10 (ten) Exchange
Days from the date of completion of the VTO settlement.
VII. PARTIES INVOLVED IN THE VTO
The following parties are assisting Iforte in the conduct of the VTO:
Legal Counsel: Makes & Partners Law Firm
Menara Batavia, Lantai 7,
Jl. K.H. Mas Mansyur No. Kav. 126, Jakarta Pusat
Tel. (hunting): (021) 5747181
e-mail: makes@makeslaw.com
Partner: Iwan Setiawan, S.H.
STTD Number: STTD.KH-145/PJ-1/PM.2/2023
Letter of Appointment: Letter No. 005/ISI-KH/EXT/CS/VI/26 dated 5
June 2026.
The primary role of Legal Counsel in connection with the VTO is to
provide legal advice to Iforte regarding the VTO and to ensure that
the VTO is conducted in accordance with applicable laws and
regulations in Indonesia.
Securities Company: PT Bahana Sekuritas
Gedung Graha CIMB Niaga Lantai 10,
Jl. Jenderal Sudirman Kav. 58,
Jakarta Selatan, 12190
Tel.: (021) 2505081
email: bs_ibcm@bahana.co.id
Letter of Appointment: Letter No. 006/ISI-SEK/HT-HS/CS/VI/26
dated 5 June 2026.
The primary role of the appointed Securities Company in the VTO
is to carry out administrative functions in connection with the
implementation and settlement of the VTO on behalf of Iforte,
including to (i) jointly with the BAE, verify and provide confirmation
to KSEI with respect to the approved applicants; (ii) receive the
tendered shares transferred by KSEI; and (iii) deliver the funds for
payment of the shares to KSEI.
Central Custodian: PT Kustodian Sentral Efek Indonesia
The Indonesia Stock Exchange Building Tower II, Lantai 3
Jalan Jend. Sudirman Kav. 52 – 53,
Jakarta 12190, Indonesia
Tel.: (021) 52991099
Fax.: (021) 52991199
e-mail: pe@ksei.co.id
The primary role of KSEI in the VTO is to (i) receive the shares (in
scriptless form) transferred to the Escrow Account; (ii) issue a list of
applicants who have transferred their shares to the Escrow Account;
(iii) receive the funds for payment of the shares from the appointed
Securities Company on behalf of Iforte; and (iv) thereafter distribute
payment to the approved applicants (through their respective
securities companies/custodian banks).
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Securities Administration Bureau: PT Raya Saham Registra
Plaza Sentral Building Lantai 2,
Jl. Jenderal Sudirman No. 47-48,
Jakarta 12930,
Tel.: (021) 2525666
Fax.:(021) 2525028
email: ibst_to@registra.co.id
Letter of Appointment: Letter No. 004/ISI-BAE/EXT/HT-
HS/CS/VI/26 dated 5 June 2026.
The primary role of the BAE in the VTO is to (i) distribute and make
available the VTO Form and copies of the VTO Statement; (ii)
receive the VTO Form from Applicants as confirmed by the
securities company/custodian bank; (iii) issue acknowledgements
of receipt; (iv) verify the accuracy of the data received from
Applicants; (v) provide daily reports during the VTO Period to the
appointed Securities Company; (vi) jointly conduct daily
reconciliation with KSEI; and (vii) verify the validity of Applicants’
share ownership in accordance with the terms and conditions of
this VTO
VIII. ADDITIONAL INFORMATION
For further information regarding the VTO, Public Shareholders may contact the BAE and the Securities
Company below, with the following information::
Securities Administration Bureau:
PT Raya Saham Registra
Plaza Sentral Building Lantai 2,
Jl. Jenderal Sudirman No. 47-48,
Jakarta 12930,
Tel.: (021) 2525666
Fax.:(021) 2525028
email: ibst_to@registra.co.id
Operating Hours: Monday to Friday, 09:00–15:00 WIB
Securities Company:
PT Bahana Sekuritas
Gedung Graha CIMB Niaga Lantai 10,
Jl. Jenderal Sudirman Kav. 58,
Jakarta Selatan, 12190
Tel.: (021) 2505081
email: bs_ibcm@bahana.co.id
Operating Hours: Monday to Friday, 08:30–17:30 WIB
21
Names mentioned 47 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×3
unresolved
org
PT IFORTE SOLUSI INFOTEK Domiciled
p.1
unresolved
person
H. Thamrin
p.1 ×3
unresolved
org
PT Raya Saham Registra.
p.2
unresolved
org
Government of the Republic of Indonesia
p.3 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3 ×2
unresolved
org
Minister of Law
p.3 ×3
unresolved
org
Minister of Justice
p.3 ×2
unresolved
org
PT Bahana Sekuritas
p.4 ×3
unresolved
org
Komisi Pengawas Persaingan
p.9
unresolved
org
KPPU
p.9 ×2
unresolved
org
PT MCP Indo Utama
p.9
unresolved
org
PT Prisma Sentra Telekomunikasi
p.10
unresolved
person
Buntario Tigris Darmawa
· Notaris
p.10
unresolved
org
Minister of Justice and Human Rights
p.10
unresolved
person
Caesaria Dhamayanti
· Notaris
p.10 ×7
unresolved
person
Christina Dwi Utami
· Notaris
p.11
unresolved
org
Directorate General of General Law Administration
p.12 ×2
unresolved
org
Ministry of Law and Human Rights
p.12
unresolved
person
Yulia
· Notaris
p.13 ×3
unresolved
org
Ministry of Law
p.14
unresolved
org
Minister of Law and Human Rights
p.14
unresolved
person
Notary Yulia
· Notaris
p.15
unresolved
org
PT Raya Saham Registra Plaza Sentral Building
p.17 ×4
unresolved
org
Makes & Partners
p.20
unresolved
person
K.H. Mas Mansyur
p.20
unresolved
person
H. STTD
p.20
unresolved
org
PT Kustodian Sentral Efek Indonesia The Indonesia Stock
p.20
unresolved
org
Indonesia Stock Exchange
p.20
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