20241104_ISAT_Informasi Transaksi Afiliasi_31753088_lamp2.pdf

3.   Value of the Transaction

     The aggregate value of the Transaction is IDR2,218,432,395,250 (total commitment). The details of the
     amount of the shareholders loan are as follows:
     a. An amount of IDR1,663,824,296,500 shall be provided by BDx (as a shareholder of 75% shares in
         SMT);
     b. An amount of IDR383,649,973,261 shall be provided by BDx for and on behalf of the Company (as
         part of the fulfilment of BDx’s payment in tranches obligation for the purchase of 75% shares of
         SMT in 2022); and
     c. An amount of IDR170,958,125,489 shall be provided by BDx for and on behalf of Lintasarta (as part
         of the fulfilment of BDx’s payment in tranches obligation for the purchase of 75% shares of SMT in
         2022).

4.   Names of the Parties Involved in the Transaction

     a. The Company is a telecommunications company listed on the Indonesia Stock Exchange under the
        stock code “ISAT”. The Company was established in 1967 and is domiciled at Jl. Medan Merdeka
        Barat No. 21, Gambir, Central Jakarta 10110.

         The shareholder composition of the Company as of the date of this information disclosure is as
         follows:
         • Ooredoo Hutchison Asia Pte. Ltd. – 65.6444%
         • PT Perusahaaan Pengelola Aset – 9.6323%
         • PT Tiga Telekomunikasi Indonesia – 8.3316%
         • Other public shareholders with less than 5% ownership – 16.3917%
         • Republic of Indonesia– 0.0000% (1 Series A Share)

         The Board of Directors of the Company as of the date of this information disclosure is as follows:
         • Vikram Sinha (President Director)
         • Lee Chi Hung (Director)
         • Muhammad Buldansyah (Director)
         • Irsyad Sahroni (Director)
         • Cheung Kwok Tung (Director)
         • Ritesh Kumar Singh (Director)
         • Ahmad Zulfikar (Director)

        The Board of Commissioners of the Company as of the date of this information disclosure is as
        follows:
        • Halim Alamsyah (President Commissioner)
        • Aziz Ahmad M Aluthman Fakhroo (Deputy President Commissioner)
        • Fok Kin Ning, Canning (Deputy President Commissioner)
        • Ahmad Abdulaziz A A Al-Neama (Commissioner)
        • Rene Heinz Werner (Commissioner)
        • Woo Chiu Man, Cliff (Commissioner)
        • Cheung Kwan Hoi (Commissioner)
        • Efthymios Tsokanis (Commissioner)
        • Sugito Walujo (Commissioner)
        • Meirijal Nur (Commissioner)
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    •   Elisa Lumbantoruan (Independent Commissioner)
    •   Wijayanto (Independent Commissioner)
    •   Hernando (Independent Commissioner)
    •   Rudiantara (Independent Commissioner)
    •   Ajay Bahri (Independent Commissioner)

b. Lintasarta is a subsidiary of the Company with main business activities in providing
   telecommunications data system and information technology services, including but not limited to
   cloud computing, data center services, collaboration and security, data analytics, IT outsourcing,
   and professional services. Lintasarta was established in 1988 and is domiciled at Menara Thamrin
   12th Floor, Jl. M.H. Thamrin Kaveling 3, Central Jakarta.

   The shareholder composition of Lintasarta as of the date of this information disclosure is as follows:
    • The Company – 72.36%
    • Yayasan Kesejahteraan Karyawan Bank Indonesia (YKKBI) – 7.41%
    • Yayasan PERBANAS – 5.31%
    • Dana Pensiun Bank Rakyat Indonesia – 5.18%
    • Yayasan Kesejahteraan Pegawai Bank Tabungan Negara (YKPBTN) – 3.80%
    • Dana Pensiun Bank Pembangunan Daerah Khusus Ibukota Jakarta (DP Bank DKI) – 2.18%
    • Koperasi PT Telekomunikasi Indonesia Tbk (KOPTEL) – 2.05%
    • Koperasi Konsumen Karyawan PT Aplikanusa Lintasarta (KOPKARLA) – 0.75%
    • Koperasi Pegawai PT Indosat Tbk (KOPINDOSAT) – 0.66%
    • Dana Pensiun Bank CIMB Niaga (DP Bank CIMB NIAGA)– 0.30%

    The Board of Directors of Lintasarta as of the date of this information disclosure is as follows:
     • Bayu Hanantasena (President Director)
     • Muhammad Fitrah (Director)
     • Zulfihadi (Director)
     • Ginandjar (Director)
     • Hariyadi (Director)

    The Board of Commissioners of Lintasarta as of the date of this information disclosure is as follows:
     • Dody Budi Waluyo (President Commissioner)
     • Dra. Aviliani (Commissioner)
     • Lee Chi Hung (Commissioner)
     • Irsyad Sahroni (Commissioner)
     • Vikram Sinha (Commissioner)
     • Yeni Sugiharto (Commissioner)
     • Muhammad Buldansyah (Commissioner)

c. SMT is an associated entity of the Company established in 2006. The main business activity of SMT
   is operating data centers. SMT is domiciled at Sampoerna Strategic Square North Tower, 8th Floor,
   Jalan Jendral Sudirman Nomor 45-46, Karet Semanggi, Setiabudi, South Jakarta, Indonesia.

   The shareholder composition of SMT as of the date of this information disclosure is as follows:
   • The Company – 17.29%
   • Lintasarta – 7.71%
   • BDx – 75%
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         The Board of Directors of SMT as of the date of this information disclosure is as follows:
         • Agus Hartono Wijaya W (President Director)
         • Manish Prakash (Director)
         • Vijay Tripathi (Director)
         • Sujit Panda (Director)
         • Kurniawan Dwi Prasetyo (Director)

         The Board of Commissioners of SMT as of the date of this information disclosure is as follows:
         • Darrin John Webb (President Commissioner)
         • Kunal Agarwal (Commissioner)
         • Armand Hermawan (Commissioner)
         • Saikat Shibnath Mukherjee (Commissioner)
         • Mayank Srivastava (Commissioner)

     d. BDx is a leading provider of data centers, colocation, and hybrid cloud solutions in the Asia-Pacific
        region, established in 2011. Its main business currently involves investing in data centers and other
        digital infrastructure related to its business activities. BDx is domiciled in Singapore.

         The shareholder composition of BDx as of the date of this information disclosure is as follows:
         • Cube Data Center (Singapore) Holdings II PTE – 18,478,609 ordinary shares and 36,956,817
             preferred shares; and
         • BDx Fund III DC Partners (B) LP – 4,135,591 ordinary shares and 8,271,183 preferred shares.

         The management structure of BDx as of the date of this information disclosure is as follows:
         • Darrin John Webb (Director)
         • Abu Bakar Bin Mohd Nor (Director)
         • Harsh Agrawal (Director)
         • Kunal Agarwal (Director)
         • Pradeep Sonthalia (Director)
         • Lin Le (Director)

5.   Nature and Relationship Between the Affiliated Parties

     The Company and Lintasarta (which is a subsidiary of the Company) are shareholders of SMT,
     collectively holding approximately 25% of the total issued and paid-up shares of SMT at the time of the
     Transaction. Therefore, the Company is a substantial shareholder (i.e., a party that directly or indirectly
     owns at least 20% shares with voting rights) of SMT. As a result, SMT is an affiliate of the Company.

6. Key Terms of the Shareholders Loan Agreement

     a. Utilization
        Any utilization funds of the loan must be based on an irrevocable written utilization fund request
        sent to the Company, Lintasarta and BDx (collectively, the “Lenders”) by SMT (the “Borrower”)
        within the Availability Period (as defined below). The sum of all of the utilization requests must not
        exceed the amount of the loan. The amount requested in each utilization request shall be a
        “Utilization Amount”.

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         b. Duration of the Loan
            The loan will be available for utilization by the Borrower from the date of the execution of the
            Shareholders Loan Agreement until 11 May 2027 (the “Availability Period”). However, if the
            Borrower does not use all of the loan until the end of the Availability Period, the remaining un-
            utilization loan will be cancelled.

         c. Interest
            The loan is subject to interest of 9.25% per annum (starting, for each Utilization Amount, from the
            relevant utilization date), accrued monthly on the relevant Utilization Amount, but the interest
            will not be capitalized into the loan (“Interest”).

         d. Final Maturity Date
            The final maturity date of the loan is 8 years from the date of the Shareholders Loan Agreement
            (“Final Maturity Date”).

         e. Repayment
            Full payment of both the Utilization Amount and the corresponding interest must be made by the
            Borrower to the Lenders on or before the Final Maturity Date.

         f.   Voluntary Prepayment
              The Borrower may at any time, subject to providing 10 business days advance notice to the Lenders,
              prepay any amount of the accrued interest and/or the outstanding loan principal on a pro-rata basis
              equal to each lender's portion of the loan.

         g. Governing Law
            The laws of the Republic of Indonesia.

         h. Dispute Resolution
            In the event of any dispute, controversy, or claim arising under, out of, or relating to the
            Shareholders Loan Agreement and any subsequent amendments thereto, whether contractual or
            non-contractual, shall be settled amicably by negotiation among the parties to the Shareholders
            Loan Agreement. If such dispute, controversy, or claim cannot be amicably settled within two (2)
            months, the parties shall submit it to arbitration in accordance with the Arbitration Rules of the
            Singapore International Arbitration Centre in force at that time.


B.   INDEPENDENT PARTY APPOINTED FOR THE TRANSACTION

     The independent party involved in the Transaction and appointed by the Company is KJPP Yufrizal Deny
     Kamal dan Rekan, which holds a business license from the Ministry of Finance No. 2.16.0138 based on the
     Decree of the Minister of Finance No. 921/KM.1/2016 dated 2 September 2016 and is registered as a capital
     market supporting profession with the Capital Market Supporting Professional Registration Certificate from
     OJK No. STTD.PB-11/PJ-1/PM.02/2023 dated 12 April 2023 in the name of KJPP Yufrizal, Deny Kamal dan
     Rekan hereinafter referred to as “KJPP YDR” appointed by the Company to provide fairness opinion on the
     Transaction.




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C.   SUMMARY OF VALUATION REPORT ON THE FAIRNESS OF THE TRANSACTION

     In connection with the Transaction, KJPP YDR as an independent appraiser in accordance with the Offer of
     KJPP YDR Number: 02/YDR-B/PNR-BV/IX/2024 dated 13 September 2024 and Purchase Order Number:
     4800560695 dated 23 September 2024 has conducted a fairness assessment of the Transaction with a
     summary of KJPP YDR’s fairness opinion as outlined in Report No. 00544/2.0138-00/BS/06/0370/1/X/2024
     dated 8 October 2024 (“Fairness Opinion Report”), with the summary as follows:

     1. Identity of the Parties

        The Company, Lintasarta and BDx intend to provide an unsecured shareholders loan to SMT. The loan
        will be provided by all SMT’s shareholders proportionally, in accordance with their respective
        shareholding in SMT. Currently, SMT's shareholders are the Company owning 17.29% of issued shares
        in SMT, Lintasarta owning 7.71% of issued shares in SMT, and BDx owning 75% of issued shares in SMT.
        Lintasarta (as a shareholder owning 7.71% of issued shares in SMT) is a company controlled by the
        Company (as a shareholder owning 72.36% of issued shares in Lintasarta).

     2. Object of Valuation

        The object of analysis of the fairness opinion is on the Company’s and Lintasarta’s portion in the
        shareholders loan transaction between the Company, Lintasarta and BDx as shareholders of SMT in
        accordance with the Shareholders Loan Agreement with an aggregate value of up to
        IDR554,608,098,750 (for the Company’s and Lintasarta’s portion of the loan) with each of the Company's
        portion amounting to IDR383,649,973,261 and Lintasarta’s portion amounting to IDR170,958,125,489.

     3. Purpose of Valuation

        The purpose of the analysis is to provide a fairness opinion for the Company’s proposed transaction in
        the context of the provisions of POJK 42/2020.

     4. Assumptions and Limitations

        1. The Fairness Opinion Report is a non-disclaimer opinion.
        2. KJPP YDR has reviewed the documents as part of the fairness opinion assessment process, data and
           information obtained both from the Company's management and from other reliable sources.
        3. The Fairness Opinion Report is prepared with the assumption that there have been no changes to
           the conditions or requirements since the date of publication of the report.
        4. The Fairness Opinion Report is prepared based on market and economic conditions, general
           business and financial conditions as well as Government regulations related to the proposed
           Transaction to be carried out on the date this Fairness Opinion Report is issued.
        5. The Fairness Opinion Report must be viewed as a single unit and the use of parts of the analysis and
           information without considering other information and analysis as a whole may result in misleading
           views and conclusions regarding the process which serve as a basis of the Fairness Opinion Report.
        6. KJPP YDR assumes that from the date of publication of this Fairness Opinion report until the date of
           occurence of all transactions, no changes have occurred that have a material impact on the
           assumptions used in preparing this Fairness Opinion Report. KJPP YDR is not responsible for
           reaffirming or supplementing, updating KJPP YDR’s opinion due to changes in assumptions,
           conditions and events that occur after the date of the Fairness Opinion Report.

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   7. This Fairness Opinion Report is prepared using financial projections prepared by the Company's
       management to reflect the fairness of the projections and their ability to achieve them (fiduciary
       duty).
   8. KJPP YDR is responsible for carrying out a fairness analysis of financial projections that have been
       prepared by the Company's management.
   9. KJPP YDR is responsible for the opinions expressed in the Fairness Opinion Report.
   10. The Fairness Opinion Report is accessible to the public, unless there is confidential information that
       may affect the Company's operations.
   11. KJPP YDR has obtained information on the legal status of the fairness opinion object from the
       Company.
   12. In carrying out its analysis, KJPP YDR assumes the accuracy, reliability and completeness of all
       financial information and other information provided to KJPP YDR by the Company or which is
       generally available,is basically correct, complete and not misleading.
   13. The Fairness Opinion Report on the Transaction was prepared using data and information as
       disclosed in the report. Any material changes to data and information may affect KJPP YDR’s final
       opinion.

5. Valuation Approach and Methods

   In assessing the fairness of the Company's transactions, KJPP YDR uses the following analytical approach
   and methodology:

   1. Analysis of the Company’s transaction in the form of transaction background, identification of the
      parties involved in the Company’s Transaction, relationships between parties carrying out the
      Transaction, terms of the Company’s Transaction under the Shareholders Loan Agreement, source
      of loan financing funds, use of loan proceeds, withdrawal plans, payment of loan interest and
      principal, the nature and amount of transaction value, elements of material transaction, the fairness
      of interest rates, the benefits and risks of the Company's Transaction.
   2. Qualitative analysis in the form of a brief history of the Company and its business activities, reasons
      for carrying out transactions, macroeconomic review, industry and business analysis, analysis of the
      Company's operations and prospects, profits and losses from the Company’s Transaction, analysis
      of other relevant factors, the impact of leverage on the company's future finances, the impact of
      liquidity on the company's future finances to ensure that the loan can be repaid at maturity, analysis
      of impact to company’s financials if the project financed by the proceeds of the loan and/or security
      transaction fails.
   3. Quantitative analysis of the Company and SMT in the form of historical performance analysis,
      financial projection analysis, pro forma financial statement analysis, analysis of the financial
      projections prior to and after the transaction, incremental analysis, analysis on financial leverage
      impact of the transaction, analysis of the capability to repay loan principal and interest.
   4. Analysis of other relevant factors, in the form of relevant cost and income analysis, relevant non-
      financial information, decision making procedures by the Company and other material matters that
      can provide confidence for KJPP YDR in providing a fairness opinion.

6. Fairness Opinion on the Transaction
   Based on the results of the study and analysis that have been carried out on all related aspects to
   determine the overall impact of the transaction to be carried out in accordance with the approach and
   methodology used both qualitatively and quantitatively, the independent appraiser is of the opinion
   that the transaction to be carried out in the form of the provision of a shareholders loan from the

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        Company and Lintasarta to SMT with an aggregate value of IDR554,608,098,750 with an interest rate of
        9.25% per annum is fair.

D.   STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY

     The Board of Directors of the Company states that in accordance with Article 10 (h) of POJK 42/2020, the
     Transaction has undergone adequate procedures to ensure that the Transaction is conducted in accordance
     with generally accepted business practices.

     Furthermore, in accordance with Article 10 (i) of POJK 42/2020, the Board of Directors and the Board of
     Commissioners of the Company declare that the Transaction does not contain any conflict of interest as
     mentioned in POJK 42/2020 and that all material information related to the Transaction has been disclosed
     and is not misleading.

E.   CONSIDERATIONS FOR THE TRANSACTION

     The Transaction is conducted to finance investment in expansion of capital expenditure by SMT which
     ultimately is expected to provide added value to the Company from the development of SMT's business.


F.   ADDITIONAL INFORMATION

     For shareholders of the Company who require further information regarding the matters disclosed in this
     information disclosure, please contact:




                                               Head Office:
                       Jl. Medan Merdeka Barat No. 21, Gambir, Central Jakarta 10110
                                        Jakarta, 4 November 2024
                                            Attn: Corporate Secretary
                                      Email: corporate.secretary@ioh.co.id




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