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20260609_TOWR_Laporan Informasi dan Fakta Material_32099112_lamp2.pdf
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SCHEDULE
Date of Voluntary Tender Offer Statement : 9 June 2026
Effectiveness Statement for Voluntary Tender Offer : 29 June 2026
Voluntary Tender Offer Period : 1 July – 30 July 2026
Estimated Payment Date : 11 August 2026
VOLUNTARY TENDER OFFER (“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 VTO STATEMENT THAT COULD CAUSE THE INFORMATION PROVIDED IN THIS VTO
STATEMENT TO BE MISLEADING.
IFORTE BEARS FULL RESPONSIBILITY FOR THE ACCURACY OF ALL FACTS, DATA, REPORTS, OR MATERIAL
INFORMATION DISCLOSED IN THIS VTO STATEMENT.
VTO STATEMENT BY:
PT IFORTE SOLUSI INFOTEK
Domiciled in Kudus Regency, Indonesia
Business Activity:
Telecommunications Installation, Wired Telecommunications Activities, Satellite Telecommunications Activities, Internet Service Provider,
Data Communication System Services, Internet Interconnection Services (NAP), Wholesale of Telecommunications Equipment, and
Telecommunications Central Construction.
Principal Office: Branch Office:
Jl. Tanjung Karang No.11 Menara BCA, 43rd Floor
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
THIS VTO OFFER REMAINS SUBJECT TO THE EFFECTIVENESS STATEMENT BY OJK PURSUANT TO THE
PROVISIONS SET FORTH IN POJK 45/2024 AND POJK 54/2015
THIS VOLUNTARY TENDER OFFER STATEMENT IS ISSUED IN JAKARTA ON 9 JUNE 2026
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DEFINITIONS AND ABBREVIATIONS
Unless otherwise defined, the terms used in this 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, 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.
“IDX” : means Indonesia Stock Exchange, domiciled in
Jakarta.
“VTO Form” : means the Voluntary Tender Offer Form (Formulir
Penawaran Tender Sukarela/FPTS), being the form
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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 Indonesia Central Securities Depository (PT
Kustodian Sentral Efek Indonesia/KSEI), 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/MOLHR, as amended from time to
time).
“OJK” : means the Financial Services Authority (Otoritas
Jasa Keuangan/OJK).
“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.
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“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 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 1
July 2026 to 30 July 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.
“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.
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“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 11 August 2026.
“Closing Date” : means the last day of the VTO Period, being 30 July
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”).
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 VTO Statement.
This 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 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, Iforte will directly own 1,350,904,927 (one billion three hundred fifty
million nine hundred four thousand nine hundred twenty-seven) shares in the Target Company,
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 (a) transfer a portion of its shares to another person, or (b)
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 (“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:
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
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No. Date Highest No. Date Highest No. Date Highest
Price Price Price
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 Indonesia Stock Exchange (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
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 1 July 2026 to 30 July 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
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 VTO Statement, namely on 11 August 2026.
Payment shall be made in Rupiah.
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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.
6. Relationship with the Target Company
As at the date of this 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; and
c. There are no sales or purchase contracts of any kind between Iforte and the Target Company
within the last 3 (three) years.
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.
8. Additional Information
As at the date of this 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 or on the planned implementation of the VTO.
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 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
Company will proceed with the Go Private and Delisting process, in compliance with applicable
laws and regulations.
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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.
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.
The Articles of Association of Iforte have been amended on several occasions, most recently
pursuant to Deed of Statement of Circular Resolutions of Shareholders of Iforte No. 5 dated 7
July 2022, made before Caesaria Dhamayanti, S.H., M.Kn., Notary in Tangerang, which
addresses, among other matters, a change to the purposes and objectives of Iforte. Such
amendment to the articles of association has obtained approval from the MOL pursuant to Decree
No. AHU-0048645.AH.01.02.Tahun 2022 dated 14 July 2022, has been registered in the
Company Register under No. AHU-0134521.AH.01.11.TAHUN 2022 dated 14 July 2022, and has
been announced in the State Gazette of the Republic of Indonesia No. 56 dated 15 July 2026,
Supplement No. 23256 (“Iforte’s Articles of Association”).
B. Business Activities of Iforte
The business activities conducted pursuant to Article 3 of Iforte’s Articles of Association are
Telecommunications Installation (KBLI 43212), Wired Telecommunications Activities (KBLI
61100), Satellite Telecommunications Activities (KBLI 61300), Internet Service Provider (KBLI
61921), Data Communication System Services (KBLI 61922), Internet Interconnection Services
(NAP) (KBLI 61924), Wholesale of Telecommunications Equipment (KBLI 46523), and
Telecommunications Central Construction (KBLI 42206).
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
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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., 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, as
follows:
Nominal Value IDR 1,000,000.00 per
Share
Name of Shareholder
Number Nominal Value
%
of Shares (IDR)
Authorized Capital 790,000 790,000,000,000
Issued and Paid-Up Capital
- PT Profesional Telekomunikasi Indonesia 789,416 789,416,000,000 99.99
- PT Sarana Menara Nusantara Tbk 1 1,000,000 0.01
Total of Issued and Paid-Up Capital 789,417 789,417,000,000 100
Shares in Portfolio 583 583,000,000 -
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
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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;
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.
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
The capital structure of the Target Company as at the date of this VTO Statement is as set forth
in the Target Company’s Articles of Association, as follows
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Authorized Capital : IDR 1,500,000,000,000.- (one trillion five hundred billion
Rupiah), divided into 3,000,000,000 (three billion) shares,
each 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
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for the Implementation of the Principle of Recognizing the Beneficial Owner of Corporations
(“Minister Regulation 15/2019”). Such reporting was made in compliance with Presidential
Regulation 13/2018 and Minister Regulation 15/2019.
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 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
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 the Target
Company’s Annual Financial Statements for the year ended 31 December 2025, which have been
audited by Public Accounting Firm Tjahjadi & Tamara pursuant to report No.
00083/2.0853/AU.1/06/0264-2/1/III/2026 dated 16 March 2026, which expressed an unqualified
opinion in all material respects, signed by Public Accountant Riani.
Statement of Financial Position
(in millions of Rupiah)
Years ended 31 December
Statement of Financial Position
2025 2024 2023
Current Assets 400,603 661,353 1,935,900
Non-Current Assets 3,544,965 3,758,148 5,689,417
Total Assets 3,945,568 4,419,501 7,625,317
Current Liabilities 972,823 1,702,413 1,065,383
Non-Current Liabilities 392,917 548,701 2,546,666
Total Liabilities 1,365,740 2,251,114 3,612,049
Equity 2,579,828 2,168,387 4,013,268
Total Liabilities and Equity 3,945,568 4,419,501 7,625,317
13
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Statement of Profit or Loss
(in millions of Rupiah)
Years ended 31 December
Statement of Profit or Loss
2025 2024 2023
Revenue 871,892 862,466 1,109,756
Cost of Revenue (242,946) (497,664) (516,842)
Gross Profit 628,946 364,802 592,914
Profit (Loss) for the Year 411,441 (1,850,836) 72,074
Total Comprehensive Income for the Year 411,441 (1,844,881) 75,310
Basic Earnings Per Share Attributable to Owners of the 305 (1,370) 53
Parent Entity (full amount)
Key Financial Ratios
Years ended 31 December
Description
2025 2024 2023
Current Ratio 41.18% 38.85% 181.71%
Debt to Equity Ratio 52.94% 103.82% 90.00%
Debt to Assets Ratio 34.61% 50.94% 47.37%
Gross Profit Margin 72.14% 42.30% 53.43%
Net Profit Margin 47.19% -214.60% 6.49%
Return on Equity 15.95% -85.36% 1.80%
Return on Assets 10.43% -41.88% 0.95%
VI. PROCEDURES AND REQUIREMENTS FOR THE VTO
1. VTO Period
The VTO shall commence on 1 July 2026 at 08:30 Western Indonesian Time (WIB) and
shall close on 30 July 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.
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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 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, 2nd Floor,
Jl. Jenderal Sudirman No. 47-48,
Jakarta 12930,
Phone.: (021) 2525666
Fax.:(021) 2525028
email: ibst_to@registra.co.id
VTO Forms that are not completed in accordance with the requirements set out in the VTO
Form and this 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, 2nd Floor,
Jl. Jenderal Sudirman No. 47-48,
Jakarta 12930,
Phone: (021) 2525666
Fax.:(021) 2525028
15
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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
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
16
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Unofficial Translation
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.
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, 7th Floor,
Jl. K.H. Mas Mansyur No. Kav. 126,
Jakarta Pusat
Phone. (hunting): (021) 5747181
email: makes@makeslaw.com
Partner: Iwan Setiawan, S.H.
STTD Number: STTD.KH-145/PJ-1/PM.2/2023
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,10th Floor,
Jl. Jenderal Sudirman Kav. 58,
Jakarta Selatan, 12190
Phone.: (021) 2505081
email: bs_ibcm@bahana.co.id
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, 3rd Floor
Jalan Jend. Sudirman Kav. 52 – 53,
Jakarta 12190, Indonesia
Phone.: (021) 52991099
Fax.: (021) 52991199
email: pe@ksei.co.id
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Unofficial Translation
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).
Securities Administration PT Raya Saham Registra
Bureau: Plaza Sentral Building, 2nd Floor,
Jl. Jenderal Sudirman No. 47-48,
Jakarta 12930,
Phone.: (021) 2525666
Fax.:(021) 2525028
email: ibst_to@registra.co.id
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:
Securities Administration Bureau:
PT Raya Saham Registra
Plaza Sentral Building, 2nd Floor,
Jl. Jenderal Sudirman No. 47-48,
Jakarta 12930,
Phone.: (021) 2525666
Fax.:(021) 2525028
email: ibst_to@registra.co.id
Securities Company:
PT Bahana Sekuritas
Gedung Graha CIMB Niaga, 10th Floor,
Jl. Jenderal Sudirman Kav. 58,
Jakarta Selatan, 12190
Phone.: (021) 2505081
email: bs_ibcm@bahana.co.id
18
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FINANCIAL SERVICES AUTHORITY
p.1 ×2
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PT IFORTE SOLUSI INFOTEK Domiciled
p.1
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H. Thamrin
p.1 ×3
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PT Raya Saham Registra.
p.2
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Indonesia Stock Exchange
p.2 ×3
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Government of the Republic of Indonesia
p.3 ×2
unresolved
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PT Kustodian Sentral Efek Indonesia
p.3 ×2
unresolved
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Minister of Law
p.3 ×3
unresolved
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Minister of Justice
p.3 ×2
unresolved
org
PT Bahana Sekuritas
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org
PT Prisma Sentra Telekomunikasi
p.9
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person
Buntario Tigris Darmawa
· Notaris
p.9
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Minister of Justice and Human Rights
p.9
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Caesaria Dhamayanti
· Notaris
p.9 ×3
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person
Christina Dwi Utami
· Notaris
p.10
unresolved
org
Directorate General of General Law Administration
p.10
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org
Ministry of Law and Human Rights
p.10 ×2
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person
Yulia
· Notaris
p.11 ×3
unresolved
org
Minister of Law and Human Rights
p.12
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person
Notary Yulia
· Notaris
p.13
unresolved
org
PT Raya Saham Registra Plaza Sentral Building
p.15 ×3
unresolved
org
Makes & Partners
p.17
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K.H. Mas Mansyur
p.17
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person
H. STTD
p.17
unresolved
org
PT Kustodian Sentral Efek Indonesia The Indonesia Stock
p.17
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PT Raya Saham Registra Bureau
p.18
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