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20240917_TOWR_Laporan Informasi dan Fakta Material_31726571_lamp2.pdf
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INFORMATION DISCLOSURE TO SHAREHOLDERS OF
PT SARANA MENARA NUSANTARA, TBK
IN CONNECTION WITH ITS PLAN TO INCREASE CAPITAL WITH PRE-
EMPTIVE RIGHTS
IN ORDER TO FULFILL THE FINANCIAL SERVICES AUTHORITY (“OJK”) REGULATION NO. 32/POJK.04/2015
CONCERNING CAPITAL INCREASE OF PUBLICLY LISTED COMPANIES BY PROVIDING PRE-EMPTIVE RIGHTS AS
AMENDED BY OJK REGULATION NUMBER 14/POJK.04/2019 CONCERNING AMENDMENTS TO OJK REGULATION
NUMBER 32/POJK.04/2015 REGARDING CAPITAL INCREASE OF PUBLICLY LISTED COMPANIES BY PROVIDING PRE-
EMPTIVE RIGHTS (“OJK Regulation NO. 32/2015”).
The Board of Commissioners and Directors of PT Sarana Menara Nusantara, Tbk (the “Company”),
both individually and collectively, are fully responsible for the completeness and accuracy of all
information or material facts contained in this Information Disclosure and emphasize that the
information stated in this Information Disclosure is correct and there are no material facts that are
ommitted which can cause material information in this Information Disclosure to be untrue and/or
misleading.
PT SARANA MENARA NUSANTARA, TBK
Business Activities
Central Telecommunications Construction, Holding Company Activities and Other Management Consultation
Activities
Office Address
Jl. Jendral. Ahmad Yani No. 19A,
Kudus, Jawa Tengah
Tel. (021) 23585500
corpsec@ptsmn.co.id
www.ptsmn.co.id
The Disclosure of Information in the context of the Company's plan to increase capital with Pre-emptive Rights
(“PMHMETD”) as referred to in POJK No. 32/2015.
This Disclosure of Information is important to be read and considered by the Company's shareholders to make a
decision regarding the Company's plan to conduct the PMHMETD mentioned above which will be requested for
approval at the Extraordinary General Meeting of Shareholders of the Company which will be held on October 25,
2024.
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If you have any difficulty in understanding the information contained in this Disclosure of Information or are in
doubt about making decisions, you should consult with a securities broker, investment manager, legal advisor,
public accountant, or other professional advisor.
In accordance with the Company's plan to conduct PMHMETD, the Company intends to seek shareholders' approval
through the Company's Extraordinary General Meeting of Shareholders which will be held on October 25, 2024
(“EGMS”).
All information contained in this Disclosure of Information is only a proposal, which is subject to the approval of
the EGMS and the Prospectus to be issued in the framework of PMHMETD.
This Disclosure of Information is published on September 17, 2024
INTRODUCTION
The Company was established pursuant to Deed of Establishment No. 31, dated June 2, 2008, made
before Dr. Irawan Soerodjo, S.H., MSi., at that time a Notary in Jakarta, which has been approved by
the Minister of Law and Human Rights under Decree No. AHU-37840.AH.01.01.Year 2008, dated July
2, 2008, and announced in the State Gazette of the Republic of Indonesia No. 66, dated August 19,
2014, Supplement No. 44511, and began commercial operations on July 2, 2008.
DESCRIPTION OF THE PMHMETD PLAN
A. MAXIMUM AMOUNT OF FUND RAISING PLAN IN PMHMETD
In this PMHMETD, the Company plans to issue new shares amounting to a maximum size of
Rp9,000,000,000,000.00 (nine Trillion Rupiah) at an offering price which will be determined and
announced later in the PMHMETD Prospectus and will be carried out with due observance of the
applicable laws in Indonesia. The new shares to be issued in the PMHMETD will be listed on the
Indonesia Stock Exchange and will have the same and equal rights in all respects with all of the
Company's previously issued shares.
B. INDICATIVE PERIOD OF PRE-EMPTIVE RIGHTS
The implementation of the capital increase is carried out through PMHMETD and the submission of
PMHMETD registration statement will be carried out after obtaining the approval of the Company’s
EGMS. In accordance with the provisions of POJK No. 32/2015 and with due observance of other
applicable laws and regulations (if any), the implementation of PMHMETD must be carried out no
later than 12 (twelve) months after the date of EGMS approval.
The implementation of PMHMETD will depend on and be subject to and will be carried out if it has
obtained the approval of the Company's EGMS and obtained an effective statement from OJK on the
PMHMETD registration statement which will be submitted by the Company with reference to the
prevailing laws and regulations in the field of Capital Markets in Indonesia.
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C. INDICATIVE USE OF PROCEEDS
The Company plans to use the funds from the PMHMETD, after deducting the issuance costs, for loan
repayment and for working capital purposes of the Company and/or PT Profesional Telekomunikasi
Indonesia, a 99% owned subsidiary of the Company ("Protelindo"). The loans of the Company
and/or Protelindo that will be repaid will be determined later. The use of proceeds for Protelindo as
mentioned above will be implemented by the Company in accordance with OJK Regulation No.
42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions.
Final and detailed information regarding the use of funds will be disclosed in the prospectus issued
in connection with the PMHMETD which will be provided to the eligible shareholders in due time, in
accordance with the prevailing laws and regulations in the field of Capital Market in Indonesia.
D. ANALYSIS OF THE EFFECT OF CAPITAL INCREASE ON THE COMPANY'S FINANCIAL
CONDITION
The PMHMETD plan carried out by the Company to refinance loans and for working capital purposes
of the Company and/or Protelindo is part of the Company's efforts to strengthen the Company's
capital structure in order to improve the performance and business growth of the Company and/or
Protelindo. In the event that the Company's shareholders do not exercise their Pre-emptive Rights in
the PMHMETD plan, the Company's shareholders' ownership will be diluted.
E. COMPLIANCE WITH APPLICABLE CAPITAL MARKET REGULATIONS
PMHMETD will be implemented in accordance with POJK No. 32/2015. Therefore, the Company must
have obtained the approval of the EGMS which will be held on October 25, 2024 or another date
determined in accordance with applicable regulations. Then the Company will submit a Registration
Statement and supporting documents to OJK and the Registration Statement must have obtained an
effective statement from OJK before the PMHMETD is implemented, provided that the period
between the date of approval of the EGMS until the effectiveness of the Registration Statement is not
more than 12 (twelve) months.
This Information Disclosure is carried out to fulfill the provisions of POJK No. 32/2015 and is
announced together with the EGMS Announcement through the Indonesia Stock Exchange website
www.idx.co.id, eASY.KSEI which can be accessed through the link https://akses.ksei.co.id and the
Company's website www.ptsmn.co.id.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Company has announced the plan to hold the EGMS through the Indonesia Stock Exchange’s
website, eASY.KSEI and the Company's website www.ptsmn.co.id on September 17, 2024 and the
invitation to the EGMS will be made on October 2, 2024 in the same media. Meanwhile, the List of
Shareholders containing the names of the Company's shareholders who are entitled to attend the
EGMS is the List of Shareholders of the Company and or securities sub-account holders at the closing
of stock trading on the stock exchange as of October 1, 2024. The EGMS will be held on October 25,
2024.
If the PMHMETD does not obtain the approval of the EGMS, then the plan can only be
resubmitted 12 (twelve) months after the EGMS.
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ADDITIONAL INFORMATION
Shareholders who require additional information may contact the Company during business hours
at the address:
Corporate Secretary
PT SARANA MENARA NUSANTARA TBK
Branch Office
Menara BCA, 53rd Floor
Jl. M.H. Thamrin No. 1
Jakarta 10310, Indonesia
Tel. (62-21) 2358 5500
Fax. (62-21_ 2358 6446
Website: www.ptsmn.co.id
Email: investor.relations@ptsmn.co.id
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Indonesia Stock Exchange
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