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TO DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF PT TRIPAR MULTIVISION PLUS TBK
(“the COMPANY”) ON THE SUBSCRIPTION OF NEW SHARES IN PT MNC PICTURES
THIS DISCLOSURE OF INFORMATION IS MADE AND ADDRESSED TO THE SHAREHOLDERS ON THE
CAPITAL PARTICIPATION TRANSACTION THROUGH THE SUBSCRIPTION OF NEW SHARES IN PT MNC
PICTURES (“TRANSACTION”) IN ORDER TO FULFILL THE REQUIREMENTS OF THE FINANCIAL SERVICES
AUTHORITY REGULATIONS (“POJK”) NO. 17/POJK.04/2020 ON MATERIAL TRANSACTIONS AND CHANGE
OF BUSINESS ACTIVITY (“POJK NO. 17/2020”).
PT TRIPAR MULTIVISION PLUS Tbk
Domiciled in South Jakarta, Indonesia
Main Business Activities:
Engaging in the film industry, particularly film production activities, film post-production activities and
film distribution as well as holding company activities, including film screening activities through
subsidiaries
Head Office: Lokasi Bioskop:
Multivision Tower, 21st – 23rd floor 13 (thirteen) locations spread across Batang,
Jl. Kuningan Mulia Lot 9B, Kuningan Bitung, Baturaja, Cimanggis, Lahat, Kebumen,
South Jakarta 12980, Indonesia Kolaka, Palopo, Magelang, Majenang, Pangkalan
Tel. (+62 21) 2938 0700 Bun, Sidoarjo and Solo
Fax. (+62 21) 2938 0029
Website: https://www.mvpworld.com
Email: corporatesecretary@mvpworld.com
THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT FOR THE
COMPANY'S SHAREHOLDERS TO READ AND NOTE. IF YOU HAVE ANY DIFFICULTY TO UNDERSTAND THE
INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION, YOU SHOULD CONSULT WITH A
COMPETENT PARTY OR PROFESSIONAL ADVISOR.
THE BOARD OF DIRECTORS OF THE COMPANY HAS PROVIDED THE INFORMATION CONTAINED IN THIS
DISCLOSURE OF INFORMATION WITH THE INTENT OF PROVIDING MORE COMPLETE INFORMATION AND
PICTURE TO THE COMPANY'S SHAREHOLDERS REGARDING MATERIAL TRANSACTIONS AS PART OF THE
COMPANY'S COMPLIANCE WITH THE PROVISIONS OF POJK NO. 17/2020.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, BOTH
INDIVIDUALLY AND JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE
INFORMATION DISCLOSED IN THIS DISCLOSURE OF INFORMATION AND AFTER DILIGENTLY
CONDUCTING RESEARCH, ASSERT THAT THE INFORMATION CONTAINED IN THIS DISCLOSURE OF
INFORMATION IS CORRECT AND THERE ARE NO IMPORTANT, MATERIAL AND RELEVANT FACTS THAT
HAVE BEEN OMITTED OR NOT DISCLOSED IN THIS DISCLOSURE OF INFORMATION, THAT CAUSING THE
INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE TO BE INACCURATE AND/OR
MISLEADING.
This Disclosure of Information Is published in Jakarta on 24 September 2024
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DEFINITION
”Director” : means the members of the Company's Board of Directors
who are in office on the date of this Disclosure of
Information.
“Disclosure of : means the Disclosure of Information that submitted to the
Information” Company's Shareholders in order to fulfill the
requirements of the POJK No. 17.2020.
“Commisioner” : means the members of the Company's Board of
Commissioners who are in office on the date of this
Disclosure of Information.
“KSEI” : Abbreviation of PT Kustodian Sentral Efek Indonesia,
domiciled in Jakarta, which is a Depository and Settlement
Institution in accordance with Law No. 8 of 1995 on the
Capital Market as amended in part by Law No. 4 of 2023
on the Development and Strengthening of the Financial
Sector.
“Public” : means individuals or legal entities, both Indonesian
citizens and foreign citizens and Indonesian legal entities
and foreign legal entities, both domiciled or legally
domiciled in Indonesia and domiciled or domiciled outside
the jurisdiction of the Republic of Indonesia.
“MNCP” : means PT MNC Pictures, a limited liability company
established according to and based on the laws and
regulations in force in the Republic of Indonesia, domiciled
in Jakarta.
“Financial Services : means the Financial Services Authority of the Republic of
Authority or Otoritas Jasa Indonesia, an independent state institution that has the
Keuangan (OJK)” functions, duties and authority to regulate, supervise,
inspect and investigate as stipulated in Law No. 21 of 2011
on the Financial Services Authority as amended in part by
Law No. 4 of 2023 on the Development and Strengthening
of the Financial Sector, whose duties and authorities
include regulating and supervising financial services
activities in the banking sector, capital markets, insurance,
pension funds, financing institutions and other financial
institutions, where the OJK is an institution that replaces
and receives the rights and obligations to carry out
regulatory and supervisory functions from Bapepam
and/or Bapepam-LK and/or Bank Indonesia in accordance
with the provisions of Article 55 of the Financial Services
Authority Law.
“Shareholders” : means the party whose name is recorded in the
Shareholders Register issued by the BAE and as the owner
of a Securities Account at KSEI which includes the
Custodian Bank and/or Securities Company and/or other
party approved by KSEI by taking into account the laws
and regulations in the Capital Market sector and KSEI
Regulations.
“Company” : means PT Tripar Multivision Plus Tbk, a public limited
company established according to and based on the laws
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and regulations in force in the Republic of Indonesia.
“POJK No. 17/2020” : means Financial Services Authority No. 17/POJK.04/2020
on Material Transactions and Change of Business Activity.
“Rp or Rupiah” : means the Indonesian Rupiah which is the legal currency
of the Republic of Indonesia.
“Sisminbakum or : means Legal Entity Administration System of the
Administrative System for Directorate General of General Legal Administration,
Legal Entities” Ministry of Law and Human Rights of the Republic of
Indonesia.
“Transaction” : Means the Capital Participation Transaction through the
Subscription of New Shares in PT MNC Pictures
“UUPM” : Law No. 8 of 1995 on Capital Market as amended in part
by Law No. 4 of 2023 on Development and Strengthening
of the Financial Sector.
“UUPT” Law No. 40 of 2007 on Limited Liability Companies as
amended in part by Government Regulation in Lieu of Law
No. 2 of 2022 on Job Creation which has been stipulated
as Law based on Law No. 6 of 2023 on Stipulation of
Government Regulation in Lieu of Law No. 2 of 2022 on
Job Creation into Law.
“UU PPSK” : Law No. 4 of 2023 on the Development and Strengthening
of the Financial Sector.
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INTRODUCTION
This Disclosure of Information contains information regarding the Company's capital participation
Transaction in MNCP through the subscription of 106,675 (one hundred six thousand six hundred
seventy-five) new shares issued by MNCP with a total transaction value of Rp511,021,500,000.00 (five
hundred eleven billion twenty-one million five hundred thousand rupiah).
There were no objections from certain parties or other third parties related to the Company's
transaction on the subscription of new shares in MNCP.
Furthermore, the implementation of this Transaction was carried out by observing and complying with
the provisions of applicable laws and regulations, in particular the provisions of the UUPT, POJK No.
17/2020 and other applicable regulations in the capital market sector.
The Company carries out Disclosure of Information in accordance with the provisions of applicable laws
and regulations, especially in the capital market sector, by submitting this Disclosure of Information.
The transactions carried out by the Company above are not carried out for the benefit of affiliates of the
Company or intended for the benefit of affiliates of members of the board of directors, members of the
board of commissioners, major shareholders or controllers of the Company.
TRANSACTING PARTIES
1. PT Tripar Multivision Plus Tbk (Company)
The Company, established under the name of PT Tripar Multivision Plus, domiciled in Central
Jakarta, was established for an unlimited period based on the Deed of Establishment of the
Limited Liability Company PT Tripar Multivision Plus Number: 17 dated 6 December 1990 juncto
with the Deed of Amendment Number: 118 dated 30 July 1992, both of which were made before
Adlan Yulizar, S.H., Notary in Jakarta, which deed has been approved by the Minister of Justice of
the Republic of Indonesia based on the Decree of the Minister of Justice of the Republic of
Indonesia Number: C2-12.341 HT.01.01.Th.94 dated 13 August 1994 and has been registered in
the register book at the Central Jakarta District Court Office Number: 1727/1994 dated 7
September 1994, and has been announced in the State Gazette of the Republic of Indonesia
Number: 92 dated 18 November 1994, Supplement to the State Gazette of the Republic of
Indonesia Number: 927, (“Deed of Establishment”). Based on the Deed of Establishment, the
Company's business activities which are really implemented at the time of its initial establishment
were to engage in video production and all kinds related to business in the field of video
production, trade, distribute the products from the field of video production, both domestically
and abroad (export), and import materials/tools used for the business.
The Company's Deed of Establishment has undergone several (hereinafter referred to as the
"Articles of Association"), one of which is in connection with the Company’s Initial Public Offering
plan, namely by the Deed of Statement of Decisions of Shareholders of PT Tripar Multivision Plus
Number: 97 dated 22 December 2022, which was made before Dr. Sugih Haryati, S.H., M.Kn.,
Notary in the Province of the Special Capital Region of Jakarta, domiciled in the City of South
Jakarta, which deed has been approved by the Minister of Law and Human Rights based on
Decree Number: 0093200.AH.01.02.YEAR 2022 dated 22 December 2022, has been recorded and
accepted in the Administrative System for Legal Entities by Receipt of Notification of
Amendments to the Articles of Association Number: AHU-AH.01.03-0331002 dated 22 December
2022 and Receipt of Notification of Changes in Corporate Data Number: AHU-AH.01.09-0089962
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dated 22 December 2022, as well as has been registeredx in the Company’s Register Number:
AHU-0258747.AH.01.11.YEAR 2022 dated 22 December 2022, and has been announced in the
State Gazette of the Republic of Indonesia Number: 102 dated 23 December 2022, Supplement to
the State Gazette of the Republic of Indonesia Number: 044615 (hereinafter referred to as the
“Deed No. 97 dated 22 December 2022”).
Capital Structure and Shareholder Composition of the Company
Based on the Company's Shareholder List compiled by the BAE PT Datindo Entrycom, the
Company's share ownership structure as of 30 June 2024 is as follows:
Par Value Rp60.00 per share
Description Nominal Value
Number of Shares (%)
(.00 Rp)
Authorized Capital 20,000,000,000 1,200,000,000,000
Issued and Paid-up Capital
Ram Jethmal Punjabi 5,155,144,500 309,308,670,000 83.23
PT Tripar Multi Image 50,000,000 3,000,000,000 0.18
Public (each with ownership less than 5%) 989,055,500 59,343,330,000 16.00
Total Issued and Paid-up Capital 6,194,200,000 371,652,000,000 100
Portfolio Shares 13,805,800,000 828,348,000,000
Company Management and Supervision
The composition of the Company's board of directors and board of commissioners as of the date
of this Disclosure of Information based on Deed No. 97 dated 22 December 2022 is as follows:
BOARD OF COMMISSIONERS
President Commissioner : Ram Jethmal Punjabi
Commissioner : Raakhee Ram Punjabi
Independent Commissioner : Diaz FM Hendropriyono
BOARD OF DIRECTORS
President Director : Whora Anita Raghunath
Director : Amrit Ram Punjabi
Director : Amit Ramesh Jethani
Director : Vikas Chand Sharma
2. PT MNC Pictures (MNCP)
MNCP was established under the name of PT MNC Pictures, domiciled in Jakarta, established for
an unlimited period based on the Deed of Limited Liability Company “PT MNC Pictures” Number:
178 dated 23 May 2007, made before Aulia Taufani, S.H., based on the Decree of the Regional
Supervisory Board of Notaries of the South Jakarta Municipality dated 9 April 2007 Number
05/AN.01.03/IV/2007, as a replacement for Sutjipto, Bachelor of Law, Notary in Jakarta, which
deed has been approved by the Minister of Law and Human Rights of the Republic of Indonesia
based on Decree Number: C-00255 HT.01.01-TH.2007 dated 4 October 2007 and has been
announced in the State Gazette of the Republic of Indonesia Number: 34 dated 27 April 2010,
Supplement to the State Gazette of the Republic of Indonesia Number: 3900, (“MNCP Deed of
Establishment”). Based on the MNCP Deed of Establishment, MNCP's actual business activities
when it was first established were running businesses in content production for drama series,
films and web series.
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The Deed of Establishment of MNCP has undergone several amendments (hereinafter referred to
as the "Articles of Association of MNCP"), the last of which was by the Deed of Statement of
Decision of Shareholders of PT MNC Pictures Number: 37 dated 31 January 2024, made before
Audra Melanie Nicole Manembu, S.H., M.H., M.Kn. Notary in Tangerang City, which deed has
received approval from the Minister of Law and Human Rights of the Republic of Indonesia based
on Decree Number: AHU-0014004.AH.01.02.YEAR 2024 dated 1 March 2024, and was received
and recorded in the Legal Entity Administration System of the Directorate General of General
Legal Administration of the Minister of Law and Human Rights Number: AHU-AH.01.03-0052717
dated 1 March 2024 concerning Receipt of Notification of Amendments to the Articles of
Association, and Number: AHU-AH.01.09-0088977 dated 1 March 2024 regarding the Receipt of
Notification of Changes to Company Data and has been registered in the Company Register
Number: AHU-0045421.AH.01.11.YEAR 2024 dated 1 March 2024 (hereinafter referred to as
"Deed No. 37 dated 31 January 2024").
MNCP Capital Structure and Share Ownership Prior to Transaction
The share ownership structure of MNCP prior to the Transaction based on Deed No. 37 dated 31
Januari 2024 is as follows:
BEFORE TRANSACTION
Nominal Value of Rp1,000,000.00 per share
Description Number of Total Nominal Value Percentage
Shares (Rp, 00) (%)
Authorized Capital 3,000,000 3,000,000,000,000
Issued and Paid-up Capital
1. PT MNC Digital Entertainment Tbk 960,067 960,067,000,000 99.99
2. PT Media Nusantara Citra Tbk 5 5,000,000 0.001
Total Issued and Paid-up Capital 960,072 960,072,000,000 100
Portfolio Shares 2,039,928 2,039,928,000,000
Management and Supervision of MNCP
The composition of the board of directors and board of commissioners of MNCP as of the date of
this Disclosure of Information based on the Deed No. 37 dated 31 January 2024 is as follows:
BOARD OF COMMISSIONERS
President Commissioner : Liliana Tanaja Tanoesoedibjo
Commissioner : Noersing
Commissioner : Dini Aryanti Putri
Commissioner : Faisal Dharma Setiawan
DIREKSI
President Director : Titan Hermawan
Director : Valencia Herliani Tanoesoedibjo
Director : Dewi Tembaga
Director : Filriady Kusmara
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DESCRIPTION OF THE TRANSACTION
1. Trasancation Objects and Values
The Company subscribes the Issued and Paid-up Capital of MNCP amounting to 106,675 (one
hundred six thousand six hundred seventy-five) with the total transaction value of
Rp511,021,500,000.00 (five hundred eleven billion twenty-one million five hundred thousand
rupiah).
Other MNCP shareholders have agreed to give their approval to waive the right to take part in
advance of the newly issued shares (pre-emptive right).
Furthermore, after the Transaction, the composition and composition of the share ownership of
MNCP shareholders will be as follows:
AFTER TRANSACTION
Nominal Value Rp1,000,000.00 per share
Description Number of Total Nominal Value Percentage
Shares (Rp, 00) (%)
Authorized Capital 3,000,000 3,000,000,000,000
Issued and Paid-up Capital
1. PT MNC Digital Entertainment Tbk 960,067 960,067,000,000 89.9995
2. PT Media Nusantara Citra Tbk 5 5,000,000 0.0005
3. PT Tripar Multivision Plus Tbk 106,675 106,675,000,000 10.0000
Total Issued and Paid-up Capital 1,066,747 1,066,747,000,000 100
Portfolio Shares 1,933,253 1,933,253,000,000
2. Material Transaction Criteria/Measures
The materiality calculation used is the Company's equity value based on the Public Accountant's
Report dated KJPP Sih Wiryadi & Rekan which has been signed by Herly Lestari Harbi, SE, MAPPI
(Cert) on the Company's Financial Statements as of 30 June 2024 which have been audited by a
public accountant where the equity value reaches more than 20% (twenty percent) or 46.32%
(forty-six-point three two percent). Thus, the Transaction is a Material Transaction as referred to
in Article 3 paragraph (1) of POJK No. 17/2020.
The following is the materiality calculation from the equity side:
Description Company % Standard Conclusion
Transaction Value to
511.021.500.000 46,32 > 20 % More than a reference
Equity
This Material Transaction must use an Appraiser as referred to in Article 6 paragraph (1) letter a
but is not required to obtain the approval of the GMS as referred to in Article 6 paragraph (1)
letter d, considering that this Transaction meets the material value limits as referred to in Article
3 POJK No. 17/2020 but is less than 50% (fifty percent) of the value limit.
3. Transaction Valuation and Summary of Valuation Report
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Summary of Assessment Report
The Company has appointed Public Appraisal Service Office Sih Wiryadi & Rekan (hereinafter
abbreviated as “KJPP SIH” or “Appraiser”) as an independent appraiser to provide an appraisal of
10.00% of MNCP’s equity. The Independent Appraiser states that it has no affiliated relationship
either directly or indirectly with the Company.
The following is a summary of the MNCP 10.00% Equity Valuation Report as stated in Report
Number: 00005/2.0013-06/BS/10/0038/1/IX/2024 dated 13 September 2024:
1) Identity of the Party
The parties to the transaction are the Company and MNCP.
Assessment Object
The object of assessment in this assignment is the assessment of 10.00% of MNCP Equity.
2) Assessment Objectives
The purpose of the assessment is to provide an overview of the value of 10.00% of MNCP
Equity, which will be used for the purposes of the Sale and Purchase Transaction, and for
the interests of the Capital Market.
The purpose of the assessment is to obtain an independent opinion on the Valuation of
10.00% of MNCP Equity stated in Rupiah or its equivalent as of June 30, 2024.
We conducted this assessment by referring to the Indonesian Appraiser Code of Ethics
(KEPI) and Indonesian Appraisal Standards (SPI) - Edition VII of 2018, as well as the
Guidelines for Valuation and Presentation of Business Valuation Reports issued by the
Financial Services Authority (OJK) by complying with the provisions in the Copy of the
Regulation of the Financial Services Authority of the Republic of Indonesia Number
35/POJK.04/2020, dated May 25, 2020, and the Copy of the Circular Letter of the Financial
Services Authority of the Republic of Indonesia Number 17/SEOJK.04/2020, dated August 9,
2020.
3) Assumptions and Limiting Conditions
KJPP SIH and its members or employees are not responsible to any party, other than MNCP,
including in the case of errors or deficiencies arising in connection with the lack of
information and data provided by the Assignor to the Assessor.
That all documents, statements and statements provided by the Assignor or third parties to
us for the purpose of this stock valuation are true, accurate, complete and in accordance
with the actual situation, and have not changed until the date of this stock valuation.
We have no interest in the assets, ownership or business interests that are the subject of
this valuation, either for now or in the future.
The stock valuation report produced by KJPP SIH is a non-disclaimer opinion.
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The data and information obtained by KJPP SIH comes from sources that can be trusted for
their accuracy.
KJPP SIH uses adjusted financial projections that reflect the fairness of the financial
projections made by management with its ability to achieve them (fiduciary duty).
KJPP SIH is responsible for the stock valuation report and the conclusion of the stock
valuation report.
Information on the legal status of the valuation object from the Assignor is considered true
and reliable, KJPP SIH is not responsible if the information provided is proven to be
inconsistent with the actual facts.
We have no personal interests or tendencies to take sides with regard to the subject of this
report or the parties involved in it.
The valuation service fee or fee we receive from this valuation assignment is not associated
with the reported value based on the previously determined valuation results.
Based on our knowledge and belief, the statements regarding the facts in this report that
form the basis of the analysis, conclusions and opinions we state are true.
This equity valuation report is open to the public, unless there is confidential information
that may affect the company's operations.
The Public Appraiser is responsible for the implementation of the valuation and the fairness
of the financial projections.
Analysis, opinions and conclusions have been made, and this report has been prepared in
accordance with the Indonesian Appraiser's Code of Ethics (KEPI) and the Indonesian
Appraisal Standards (SPI) - Edition VII of 2018.
If there is no prior mutually agreed agreement, we are not required to provide testimony to
the court or other Government agencies in connection with the shares being appraised.
All claims, if any, have been disregarded. Therefore, the shares being appraised are in
accordance with the limiting conditions of the second point, they are considered to be
under legal ownership.
The signature of the head and the official company stamp are absolute requirements for
the validity of this Certificate of Appraisal and the attached Appraisal Report.
4) Assessment Approaches and Methods
In this assessment, the approach that will be applied is the Income Approach with the
application of the Discounted Cash Flow (DCF) Method based on the consideration that the
income that can be obtained by the company in the future can be estimated with sufficient
certainty, in accordance with the development scenario presented in the business plan and
the Market Approach with the application of the Guideline Publicly Traded Company
(GPTC) Method based on the availability of comparative data and the absence of asset
valuation.
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5) Value Conclusion
Based on the assessment using the Discounted Cash Flow Method (DCF) Method and the
Guideline Publicly Traded Company (GPTC) Method, we are of the opinion that the Market
Value of 10.00% of Equity owned by MNCP as of 30 June 2024 is Rp535,105,235,000.00 (five
hundred and thirty-five billion one hundred and five million two hundred and thirty-five
thousand rupiah).
4. Summary of the Appraiser's Report on the Fairness of the Transaction Plan
The Company has appointed KJPP SIH as an independent appraiser to provide a fairness opinion
on the proposed Transaction. The Independent Appraiser stated that he has no affiliated
relationship either directly or indirectly with the Company.
The following is a summary of the Fairness Opinion Report on the proposed Transaction as stated
in Report Number: FO.03.24.002 dated 19 September 2024:
1) Identity of the Party
The parties to the transaction are the Company and MNCP.
2) Fairness Opinion Transaction Object
The Transaction Plan is the Acquisition of 10.00% of MNCP Equity to the Company.
3) Purpose and Objectives of the Fairness Opinion
The purpose and objective of this report is to provide a fairness opinion on the Proposed
Acquisition Transaction of 10.00% of MNCP Equity by the Company. In order to comply
with POJK No. 17/2020.
4) Limiting Conditions and Basic Assumptions
The assumptions and limiting conditions used by KJPP SIH in preparing this fairness opinion
are:
1. The fairness opinion report produced by KJPP SIH is a non-disclaimer opinion.
2. KJPP SIH has reviewed the documents used in the assessment process.
3. The data and information obtained by KJPP SIH come from sources that are reliable in
terms of accuracy.
4. This fairness opinion report is open to the public, unless there is confidential
information that may affect the company's operations.
5. KJPP SIH uses adjusted financial projections that reflect the fairness of the financial
projections made by management with its ability to achieve them (fiduciary duty).
6. The business appraiser is responsible for the implementation of the assessment and
the fairness of the financial projections.
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7. KJPP SIH is responsible for the fairness opinion report and the conclusion of the
fairness opinion.
8. Information on the legal status of the object of the assessment from the Assignor is
considered true and reliable, KJPP SIH is not responsible if it turns out that the
information provided is proven to be inconsistent with the actual facts.
9. The results listed in this report and any values in the report that are part of the
business being assessed are only valid in accordance with the intent and purpose of
the assessment. The results of this fairness opinion may not be used for other
assessment purposes that may result in errors.
10. KJPP SIH as the Assessor does not conduct research on the validity of documents
related to the assessment, therefore KJPP SIH does not guarantee their truth or
validity.
11. This fairness opinion report must be used as a whole and inseparable and its use is
limited to the intent and purpose of this assessment only. This report will not apply to
different intents and purposes.
12. The use of part or all of the report for publication in print/electronic media must
obtain written approval from KJPP SIH as the assessor and report maker.
13. KJPP SIH assumes that the data provided to KJPP SIH is correct and related to the
object of the assessment and KJPP SIH does not conduct further checks on its truth.
14. KJPP SIH is released from all claims and obligations related to the use of the report
that is not in accordance with the intent and purpose of the report.
This fairness opinion is prepared based on the principle of integrity of information and
data. In preparing this fairness opinion, KJPP SIH bases and is based on information and
data that has been provided by the Company. In addition, the preparation of this fairness
opinion is also based on the assumption that the Company will carry out transactions based
on assumptions between the Company and the relevant parties as disclosed by the
Company to KJPP SIH.
KJPP SIH assumes that from the date of issuance of this fairness opinion until the date of
the corporate action plan, there are no changes that have a material effect on the
assumptions used in the preparation of this fairness opinion. KJPP SIH is not responsible for
reaffirming or completing, updating our opinion due to changes in assumptions and
conditions and events that occur after the date of this letter.
KJPP SIH also adheres to the management representation letter that management has
submitted all important and relevant information to the transaction and to the best of the
Company's knowledge there are no material factors that have not been disclosed and may
be misleading.
This fairness opinion is prepared based on economic considerations, general business
conditions and financial conditions and the Company's business conditions, provisions of
laws and government regulations including the OJK on the date of this letter. Changes in
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certain conditions that are beyond the Company's control may have unpredictable impacts
and may affect this fairness opinion.
KJPP SIH does not conduct investigations or evaluations of the validity of the transaction in
terms of law and tax implications. This fairness opinion must be viewed as a whole and the
use of part of the analysis and information without considering all of this information and
analysis may lead to a misleading view.
This fairness opinion report is not intended to provide recommendations to the Company's
shareholders to approve or disapprove the transaction or to take certain actions on the
transaction.
KJPP SIH is not responsible for reaffirming or supplementing its opinion due to events that
occur after the date of this report.
5) Fairness Revenue Approach and Procedures
▪ Conduct an analysis of the fairness of the price of the Transaction Plan to be
implemented.
▪ Conduct an analysis of the financial impact of the Transaction Plan to be
implemented through qualitative and quantitative analysis of the Transaction Plan to
the interests of shareholders.
▪ Analysis of business considerations used by company management related to the
Transaction Plan to be implemented to the interests of shareholders.
6) Fairness Opinion on Transactions
The Transaction Plan is the Acquisition of 10.00% of MNCP Equity by the Company based
on the Binding Sale and Purchase Agreement amounting to Rp511,021,500,000.00 (five
hundred eleven billion twenty-one million five hundred thousand rupiah). Based on the
analysis of the parties involved in the Transaction Plan, the Transaction Plan is a Material
Transaction as regulated in POJK No. 17/2020.
The comparison between the Value of the MNCP Equity Acquisition Plan Transaction of
10.00% with the results of the MNCP Equity valuation report prepared by KJPP SIH Wiryadi
Bogor Branch, is as follows:
1. The value of the Proposed Acquisition Transaction of 10.00% of MNCP Equity by the
Company based on the Binding Sale and Purchase Agreement is
Rp511,021,500,000.00 (five hundred eleven billion twenty-one million five hundred
thousand rupiah)
2. Based on the Equity Valuation Report file number: 00005/2.0013-
06/BS/10/0038/1/IX/2024, dated September 13, 2024, the Market Value of 10.00%
of MNCP Equity as of June 30, 2024 is Rp535,105,235,000.00 (five hundred thirty-five
billion one hundred five million two hundred thirty-five thousand rupiah).
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Based on the results of the study and analysis that have been carried out on all related
aspects in order to determine the positive impact quantitatively and qualitatively of the
Proposed Transaction to be carried out, we are of the opinion that the Proposed
Transaction to be implemented by the Company is Fair.
Where the comparison between the Value of the Proposed Acquisition Transaction of
10.00% MNCP Equity with the assessment results of 10.00% MNCP Equity is 4.71%. This is
still within the upper and lower limits of the value range, which is 7.50%, in accordance with
the Regulation of the Financial Services Authority (OJK) of the Republic of Indonesia
Number 35/POJK.04/2020, dated May 25, 2020, concerning the Assessment and
Presentation of Business Assessment Reports in the Capital Market.
4. Explanation, Considerations and Reasons for Carrying Out the Transaction and the Impact on
the Company's Financial Condition
- Content Production: Combining expertise will enable the Company and MNCP to
strengthen content creation and distribution across all media platforms: TV free-to-air
(FTA), Pay TV, social media, over the top (“OTT”), and cinema.
- Cost Efficiency: Synergy in utilizing the Company's and MNCP's resources for content
production on each side.
- Shared Expertise: MNCP and the Company are each leading production houses in content
production for free-to-air, OTT and cinema. By synergizing their expertise and experience,
the Company and MNCP will improve the quality of their respective content productions.
- Diverse Monetization: As part of MNC Media & Entertainment, MNCP will offer additional
monetization opportunities for the Company’s content across free-to-air, Pay TV, OTT, and
social media. Conversely, the Platinum Cineplex cinemas owned by the Company’s
subsidiary in Indonesia will provide MNCP with more opportunities to monetize its films
through the distribution of cinematography works.
- Other Collaborative Initiatives: Further collaboration in marketing, promotion, and
production will yield mutual benefits for MNCP and the Company.
STATEMENT FROM BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
1. The Board of Directors of the Company declares that the implementation of the Transaction as
described in this Disclosure of Information has gone through the procedures as referred to in POJK
No. 17/2020.
2. The Board of Directors and Board of Commissioners of the Company declare that this Disclosure of
Information is complete and in accordance with the requirements stated in POJK No. 17/2020.
3. The Board of Directors and Board of Commissioners of the Company declare that the Transaction
as described in this Disclosure of Information meets the criteria for a material transaction as
regulated in POJK No. 17/2020 but does not require approval from shareholders.
13
Page 14
4. The Board of Directors and Board of Commissioners of the Company declare that the Transaction
as described in this Disclosure of Information is not an affiliated transaction and does not contain a
conflict of interest as referred to in the Financial Services Authority Regulation Number
42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest Transactions.
5. The Board of Directors and Board of Commissioners of the Company state that they have carefully
studied the information available in relation to the Transaction plan as described in this
Information Disclosure, and all material and relevant information in relation to the Transaction has
been disclosed in this Information Disclosure and such information is true and not misleading.
6. The Board of Directors and Board of Commissioners of the Company state that they are fully
responsible for the truth of all information contained in this Information Disclosure.
ADDITIONAL INFORMATION
To obtain further information regarding the above matters, the Company's Shareholders may contact
the Company during the Company's business days and hours, i.e Monday – Friday, 9 am – 5 pm, via the
address and contact details below:
PT TRIPAR MULTIVISION PLUS Tbk.,
U.P.: Corporate Secretary
Head Office:
Multivision Tower, 21st – 23rd floor
Jl. Kuningan Mulia Lot 9B, Kuningan
South Jakarta 12980, Indonesia
Tel. (+62 21) 2938 0700
Fax. (+62 21) 2938 0029
Website: https://www.mvpworld.com
Email: corporatesecretary@mvpworld.com
Jakarta, 24 September 2024
PT Tripar Multivision Plus Tbk
Best regards,
Board of Directors of PT Tripar Multivision Plus Tbk
14
Names mentioned 41 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT MNC PICTURES THIS DISCLOSURE OF INFORMATION IS
p.1
unresolved
org
PT MNC PICTURES
p.1 ×7
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×10
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
org
Bapepam
p.2 ×2
unresolved
org
Bapepam-LK
p.2 ×2
unresolved
org
Bank Indonesia
p.2
unresolved
org
Directorate General of General Legal Administration
p.3 ×2
unresolved
org
Ministry of Law and Human Rights
p.3
unresolved
person
Adlan Yulizar
· Notaris
p.4
unresolved
org
Minister of Justice
p.4 ×2
unresolved
org
Central Jakarta District Court
p.4
unresolved
person
Dr. Sugih Haryati
· Notaris
p.4 ×2
unresolved
org
Minister of Law and Human Rights
p.4 ×4
unresolved
org
PT Datindo Entrycom
p.5
unresolved
person
Aulia Taufani
p.5
unresolved
person
Audra Melanie Nicole Manembu
· Notaris
p.6
unresolved
org
KJPP Sih Wiryadi & Rekan
p.7
unresolved
org
KJPP Sih Wiryadi
p.7
unresolved
person
Herly Lestari Harbi
p.7
unresolved
org
Public Appraisal Service Office Sih Wiryadi & Rekan
p.8
unresolved
org
KJPP SIH
p.8 ×27
unresolved
org
KJPP SIH. KJPP SIH
p.11
unresolved
org
KJPP SIH Wiryadi Bogor Branch
p.12
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
2497 ms
12 Sep 2026 22:58
Raw output
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