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DISCLOSURE OF INFORMATION TO THE
SHAREHOLDERS OF PT MD ENTERTAINMENT TBK (THE “COMPANY”)
ON THE PROPOSED MATERIAL TRANSACTION AND PROPOSED ADDITION OF MAIN
BUSINESS ACTIVITIES
(“DISCLOSURE OF INFORMATION”)
This Disclosure of Information is announced in order to comply with the provisions of the Financial
Services Authority / Otoritas Jasa Keuangan (“OJK”) Regulation No. 17/POJK.04/2020 on Material
Transaction and Change of Business Activities (“POJK No. 17/2020”).
PT MD ENTERTAINMENT TBK
Main Business Activities:
Film Production
Domiciled in Jakarta, Indonesia
Head Office:
MD Place Tower I
Jalan Setiabudi Selatan No. 7, Setiabudi, Jakarta Selatan 12910
Telephone: +62-21 29855777
Facsimile: +62-21 29055777
Email: corporatesecretary@mdentertainment.com
Website: https://mdentertainment.com/
IF YOU HAVE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION CONTAINED IN THIS
DISCLOSURE OF INFORMATION OR DOUBT IN MAKING A DECISION, IT IS ADVISEABLE TO
CONSULT WITH YOUR SECURITIES BROKER, INVESTMENT MANAGER, LEGAL ADVISOR,
PUBLIC ACCOUNTANT, OR OTHER PROFESSIONAL ADVISORS.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY, BOTH
INDIVIDUALLY AND JOINTLY, ARE FULLY RESPONSIBLE FOR THE COMPLETENESS AND
CORRECTNESS OF ALL MATERIAL INFORMATION OR FACTS CONTAINED IN THIS
DISCLOSURE OF INFORMATION. THE BOARD OF DIRECTORS AND BOARD OF
COMMISSIONERS OF THE COMPANY DECLARE THE COMPLETENESS OF INFORMATION AS
DISCLOSED IN THIS DISCLOSURE OF INFORMATION AND AFTER CONDUCTING CAREFUL
ASSESSMENT, CONFIRM THAT THE INFORMATION DISCLOSED IN THIS DISCLOSURE OF
INFORMATION IS ACCURATE AND THERE ARE NO MISSTATEMENT OF MATERIAL FACTS
THAT NOR OMISSION OF MATERIAL FACTS THAT MAY CAUSE THE MATERIAL INFORMATION
IN THIS DISCLOSURE OF INFORMATION BECOME INACCURATE AND/OR MISLEADING.
THE PROPOSED MATERIAL TRANSACTION AND THE PROPOSED ADDITION OF MAIN
BUSINESS ACTIVITIES AS STATED IN THIS DISCLOSURE OF INFORMATION WILL BE SUBJECT
TO THE APPROVAL FROM THE SHAREHOLDERS IN THE COMPANY’S GENERAL MEETING OF
SHAREHOLDERS.
THE BOARD OF DIRECTORS OF THE COMPANY STATES THAT THE INFORMATION AS STATED
IN THIS DISCLOSURE OF INFORMATION IS FOR THE PURPOSE OF PROVIDING INFORMATION
AND COMPLETE DESCRIPTION TO THE COMPANY’S SHAREHOLDERS ON THE PROPOSED
MATERIAL TRANSACTION AND THE PROPOSED ADDITION OF MAIN BUSINESS ACTIVITIES
AS PART OF THE COMPLIANCE WITH POJK NO. 17/2020.
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THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ AND UNDERSTOOD BY THE
SHAREHOLDERS OF THE COMPANY IN ORDER TO MAKE ANY DECISIONS ON THE PROPOSED
MATERIAL TRANSACTION AND THE PROPOSED ADDITION OF MAIN BUSINESS ACTIVITIES.
THIS DISCLOSURE OF INFORMATION IS SIMULTANEOUSLY ANNOUNCED ON THE
INDONESIAN STOCK EXCHANGE WEBSITE WWW.IDX.CO.ID AND THE COMPANY’S WEBSITE
MDENTERTAINMENT.COM/.
This Disclosure of Information is published in Jakarta on 28 August 2024.
DEFINITION AND INTERPRETATIONS
Affiliate : shall have the meaning as referred to in Article 1 point (1) of
the Capital Market Law.
Capital Market Law : means Law No. 8 of 1995 on Capital Market as amended by
UUP2SK.
Company : means PT MD Entertainment Tbk, domiciled in Jakarta, a
public company which shares are listed on the IDX,
established and operated under the laws of the Republic of
Indonesia.
CSPA in NETV : Means the Conditional Share Sale and Purchase Agreement
dated 26 August 2024 entered into by and between the
Company, TI, IIH and SLM in respect of secondary shares in
NETV.
CSSA in MD : means the Conditional Share Subscription Agreement dated
26 August 2024 entered into by and between the Company
and NETV.
CSSA in NETV : means the Conditional Share Subscription Agreement dated
26 August 2024 entered into by and between the Company
and NETV.
CSPA Loan : means the Conditional Sale and Purchase over Loan Asset
dated 26 August 2024 entered into by the Company and Loan
Seller.
EGMS : Means the Extraordinary General Meeting of Shareholders
that will be held on 3 October 2024.
Financial Statements : means the audited Financial Statements of the Company that
have been audited by the accounting firm Jamaludin, Ardi,
Sukimto, & Partners for the period ending on 30 April 2024.
IDX : means the Indonesia Stock Exchange, as defined in Article 1
point (4) of Capital Market Law, in this case is administered
by PT Bursa Efek Indonesia, domiciled in Jakarta.
IIH : means PT Indika Inti Holdiko, a limited liability company
established under the laws of the Republic of Indonesia.
KBLI : means Klasifikasi Baku Lapangan Usaha Indonesia or
Standard Classification of Indonesian Business Fields.
KEPI : means Kode Etik Penilai Indonesia or Indonesian Valuers
Code of Ethics.
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KJPP : means Kusnanto & Rekan, an independent valuer who issued
feasibility study report, valuation report and fairness opinion
in respect of the Proposed Material Transaction as appointed
by the Company.
KSEI : means PT Kustodian Sentral Efek Indonesia, that performs
custodian tasks as defined in Article 1 point (8) of Capital
Market Law.
Loan Seller : means Newton Capital Ltd, domiciled in Maples Corporate
Services (BVI) Limited, Kingston Chambers, PO Box 173,
Road Town, Tortola, British Virgin Islands, a company
established and operated under the laws of British Virgin
Islands.
MLHR : means the Minister of Law and Human Rights of the Republic
of Indonesia.
MOLHR : means Ministry of Law and Human Rights of the Republic of
Indonesia.
NETV : means PT Net Visi Media Tbk, a publicly listed company
established under the laws of the Republic of Indonesia and
having its registered office at Graha Mitra, 4th Floor, Jl. Jend.
Gatot Subroto Kav. 21, Karet Semanggi, Jakarta 12930.
OJK : means Otoritas Jasa Keuangan / Financial Services Authority,
an independent institution as referred to in Law No. 21 of 2011
on the Financial Services Authority as amended by UUP2SK,
whose duties and authorities include regulation and
supervision of financial service activities in the banking sector,
capital market, insurance, pension funds, financing
institutions, and other financial institutions.
POJK No. 32/2015 : means OJK Regulation No. 32/POJK.04/2015 on Capital
Increase in Public Companies with Pre-Emptive Rights as
lastly amended by OJK Regulation No. 14/POJK.04/2019.
POJK No. 9/2018 : means OJK Regulation No. 9/POJK.04/2018 on Acquisition of
Public Companies.
POJK No. 15/2020 : means OJK Regulation No. 15/POJK.04/2020 on Plan and
Implementation of General Meeting of Shareholders of Public
Companies.
POJK No. 17/2020 : means 17/POJK.04/2020 on Material Transaction and
Change of Business Activities.
POJK No. 35/2020 : means OJK Regulation No. 35/POJK.04/2020 on Appraisal
and Presentation of Business Appraisal Report in Capital
Market.
POJK No. 42/2020 : means OJK Regulation No. 42/POJK.04/2020 on Affiliated
Party Transactions and Conflict of Interest Transactions.
PSG : means PT Permata Surya Gitatama, a limited liability
company established under the laws of the Republic of
Indonesia.
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Proposed Addition of Main : means proposed addition of main business activities in
Business Activities television broadcasting sector.
Proposed Material Transaction : means a series of transactions which are carried out for
acquisition of NETV by the Company which consist of the
following transactions:
(a) purchase of Loan Asset by the Company from the Loan
Seller through transfer of loan asset (cessie);
(b) acquisition of new shares in NETV by the Company
through conversion of Loan Asset and cash contribution;
and
(c) purchase of secondary shares in NETV from SLM and IIH.
Receivables : means, with respect to NETV:
(a) receivables and other rights, benefits, ownership and
interests owned by the Loan Seller in relation to an
amount equal to 75% of all and any debts of NETV
under the Loan Agreement of NETV;
(b) all claims, demands, grounds of action and other
rights and interests of the Loan Seller, against NETV,
which in any case is based on, arising from and/or
relating to:
(i) Loan Agreement of NETV;
(ii) any commitments, advance payments and
other uses in connection with the Loan
Agreement of NETV;
all proceeds obtained from the above.
RSS : means the proposed reverse stock split of NETV pursuant to
OJK Regulation No. 15/POJK.04/2022 on Stock Split and
Reverse Stock Split by Public Companies as announced by
NETV on the same date as this Disclosure of Information.
SPI : means Standar Penilaian Indonesia or Indonesian Valuation
Standards.
TI : means PT Teladan Investama, a limited liability company
established under the laws of the Republic of Indonesia.
UUP2SK : means Law No. 4 of 2023 on the Development and
Strengthening of Financial Sector.
RECITALS
Proposed Material Transaction
The Company has entered into the following transaction documents on 26 August 2024 to carry out a
series of transactions with regards to the Proposed Material Transaction which constitutes Material
Transaction as referred to in POJK No. 17/2020, namely:
a. CSPA Loan entered into by the Company and the Loan Seller, pursuant to which the Company
will purchase and accept the transfer of the Loan Asset from the Loan Seller by way of cessie.
The purchase price in respect of the CSPA Loan is IDR 661,947,341,363.91.
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b. CSSA in NETV entered into by the Company and NETV. Under the CSSA in NETV, the
Company will subscribe 25.220.946.827 new series shares in NETV to the Company
(“Issuance of New Share”) with a nominal value of IDR 50 per share (after the RSS) with a
total subscription amounting to IDR 1,261,047,341,364, resulting in a change in control of NETV
from the previous controller to the Company, consisting of:
i. 13,238,946,827 new series shares resulting from the conversion of the Loan Asset with
a conversion price of IDR 50 per share; and
ii. 11,982,000,000 new series shares resulting from cash injection from the Company with
a subscription price of IDR 50 per share;
c. CSPA in NETV entered into by the Company as the purchaser, and TI, IIH and SLM as the
sellers. Under the CSPA in NETV, the Company will purchase a total of 7,888,940,339 shares
in NETV, each with nominal value of IDR 200 per share (after RSS), representing 19.07% of
NETV’s issued and paid-up capital after the Issuance of New Share with total purchase price
is IDR 394,447,016,950, which consist of:
i. 1,318,723,770 Series A shares in NETV from TI with a nominal value of IDR 200 per
share (post RSS), representing 3.19% of NETV’s issued and paid-up capital after the
Issuance of New Share;
ii. 5,903,179,393 Series A shares in NETV from SLM with a nominal value of IDR 200 per
share (post RSS), representing 14.27% of NETV’s issued and paid-up capital after
Issuance of New Share; and
iii. 667,037,176 Series A shares in NETV from IIH with a nominal value of IDR 200 per
share (post RSS), representing 1.61% of NETV’s issued and paid-up capital after the
Issuance of New Share.
The Proposed Material Transaction constitutes a Material Transaction which must obtain fairness
opinion from the KJPP and must be approved by the shareholders of the Company as referred to in
POJK No. 17/2020.
Additional Main Business Activities
The completion of the Proposed Material Transaction will cause the Company to become the new
controller of NETV given that the Company will hold more than 50% shares in NETV.
Given that according to the consolidated proforma financial information as reviewed by Jamaludin Ardi
Sukimto & Rekan, an independent auditor registered with the OJK, NETV is expected to provide income
contribution for at least 20% of the Company’s income, hence, in compliance with POJK No. 17/2020,
the Company must, among others:
i. obtain prior approval from the shareholders of the Company in respect of the Proposed Addition
of Main Business Activities; and
ii. use KJPP to carry out a feasibility study on the Proposed Addition of Main Business Activities.
Since the business activities will be carried out by NETV, the proposed subsidiary of the Company, the
additional business activities will not result an amendment to the articles of association of the Company.
In connection with the Material Transaction Plan, the Company also intends to conduct a capital
increase without pre-emptive rights in accordance with the provisions of POJK No. 32/2015 ("NPR
Plan"). In order to implement the NPR Plan, the Company signed a CSSA in MD on 26 August 2024,
in which PSG and TI will subscribe to new shares to be issued by the Company with a total subscription
price of IDR 661,947,341,364. The disclosure of information regarding the NPR Plan was announced
simultaneously with this Information Disclosure.
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DESCRIPTION OF THE PROPOSED MATERIAL TRANSACTION
1. OBJECT AND VALUE OF THE PROPOSED MATERIAL TRANSACTION
The object of the Proposed Material Transaction is which represents 80.05% of NETV’s issued
and paid-up capital subscribed or purchased by the Company. The brief description of NETV
as the target company is as referred to in Section 2.b of this Disclosure of Information. The total
value of the Proposed Material Transaction is IDR 1,655,494,358,314. The total value of the
Material Transaction Plan is more than 50% of the Company's equity value based on the
Financial Statements.
Upon execution of the Proposed Material Transaction, the Company will be the new controller
of NETV. In accordance with POJK No. 9/2018, acquisition due to capital increase in a public
company that is under financial distress is exempted from mandatory tender offer obligation.
Based on POJK No. 32/2015, a public company is deemed to be in financial distress under the
following circumstances:
i. for a bank, the bank received a loan from Bank Indonesia (the central bank) or other
government agencies amounting to more than 100% of the bank's paid-up capital or
the bank is in a condition that could lead to the bank being restructured by a
government agency.
ii. for a non-bank, the public company has (i) negative net working capital and (ii) liabilities
of more than 80% of the public company's assets, on the date of the EGMS held to
approve the capital increase.
iii. for both banks and non-banks, the public company fails to satisfy its financial liabilities
to its non-affiliated creditor and such creditor agrees to take shares or convertible
bonds as settlement of the liabilities.
According to audited financial statements of NETV for the period ended on 30 April 2024, NETV
has (i) negative net working capital with total current liabilities exceeding total current assets,
amounting to IDR 705,497,798,913 and (ii) liabilities of more than 80% of NETV's assets. As of
30 April 2024, NETV’s total liabilities amounting to IDR 1,764,230,408,879, which is 151.09%
of NETV’s total assets in the amount of IDR 1,167,645,047,022. This condition is in line with
the capital deficiency recorded by NETV, amounting to IDR 596,585,361,857 as of 30 April
2024.Therefore, NETV meets the criteria for financial distress, and therefore, the Company is
exempted from conducting a mandatory tender offer in accordance with POJK No. 9/2018.
2. PARTIES INVOLVED IN THE PROPOSED MATERIAL TRANSACTION
(a) The Company
Brief Summary
The Company, domiciled in Jakarta Selatan, established under the name of PT MD
Media, pursuant to the Deed of Establishment No. 5 dated 1 August 2002, drawn up
before Frans Elsius Muliawan, S.H., Notary in Jakarta, which has been ratified by the
MLHR by virtue of its Decree No. C-17650.HT.01.01.TH.2002 dated 13 September
2002, has been registered in the Company Register under No. 090519244732 dated
5899/BH.09.05/XI/2002, and has been announced in the State Gazette of the Republic
of Indonesia No. 76 dated 23 September 2003, Supplement No. 8852/2003.
The Company’s articles of association has been amended several times, most recently
by the Deed No. 4 dated 10 July 2024, drawn up before Tri Firdaus Akbarsyah, S.H.,
M.H., Notary in Jakarta Selatan, which has been approved by the MLHR by virtue of
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its Decree No. AHU-0043005.AH.01.02.Tahun 2024 dated 16 July 2024 and has been
registered in the Company Register at the MOLHR under No. AHU-
0144075.01.11.TAHUN 2024 dated 16 July 2024.
Purpose and Objectives and Business Activities of the Company
Based on Article 3 of the Company's articles of association as stated in Deed of
Meeting Resolution No. 07 dated 5 July 2023, drawn up before Leolin Jayayanti, SH.,
M.Kn, Notary in Jakarta Selatan, which has been approved by the MLHR by virtue of
its Decree No. AHU-0038581.AH.01.02.TAHUN 2023 dated 7 July 2023 and has been
registered in the Company Register at the MOLHR under No. AHU-
0127468.AH.01.11.TAHUN 2023 dated 7 July 2023, the purpose and objective of the
Company are:
Main Business Activities:
(i) Performing Arts Creative Professionals (90021)
(ii) Activities of Artists and Other Creative Workers (90029)
(iii) Arts Management and Arts Festival Activities (90030)
(iv) Operation of Arts Facilities (90040)
(v) Other Entertainment, Arts, and Creative Activities (90090)
(vi) Distribution of Films, Videos, and Television Programs by Private Entities
(59132)
(vii) Post-Production of Films, Videos, and Television Programs (59122)
(viii) Private Television Broadcasting and Programming (60202)
(ix) Production of Films, Videos, and Television Programs by Private Entities
(59112)
Supporting Business Activities:
(i) Real Estate Owned or Leased (68111)
(ii) Leasing and Rental of Recording and Editing Equipment without Option
(77321)
(iii) General Printing Industry (18111)
Capital Structure and Shareholding Composition
Pursuant to Deed of Resolution of Extraordinary General Meeting of Shareholders No.
04 juncto the Shareholders Register of the Company as of 31 July 2024, issued by the
Company's Securities Administration Bureau namely PT Adimitra Jasa Korpora, the
Company's capital structure is as follows:
NOMINAL VALUE OF IDR100 PER SHARE
INFORMATION TOTAL SHARES TOTAL NOMINAL VALUE PERCENTAGE
(IDR) (%)
Authorized Capital 20,000,000,000 2,000,000,000,000 -
Shareholders Name:
1. PT MD Global Investments 4,803,164,585 480,316,458,500 50.50
2. Manoj Dhamoo Punjabi 1,696,162,615 169,616,261,500 17.83
3. Morgan Stanley and Co Intl PCL 1,390,950,000 139,095,000,000 14.62
4. Public 1,620,939,800 162,093,980,000 17,05
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NOMINAL VALUE OF IDR100 PER SHARE
INFORMATION TOTAL SHARES TOTAL NOMINAL VALUE PERCENTAGE
(IDR) (%)
Issued and Paid-Up Capital 9,511,217,000 951,121,700,000 100.00
Shares in Portfolio 10,488,783,000 1,048,878,300,000 -
Management and Supervision
Pursuant to Deed of Resolution of Extraordinary General Meeting of Shareholders No.
04 Dated 10 July 2024 , drawn up before Tri Firdaus Akbarsyah, S.H., M.H., Notary in
Jakarta Selatan, which has been notified to MLHR in accordance with Receipt of
Notification of Changes to the Company’s Data No. AHU-AH.01.09-0227165 dated 16
July 2024, which have been registered in the Company Register at the MOLHR under
No. AHU-0144075.AH.01.11 TAHUN 2024 dated 16 July 2024, the composition of the
Company’s Board of Commissioners and Board of Directors on the date of this
Disclosure of Information is as follows:
Board of Directors
President Director : Manoj Dhamoo Punjabi
Director : Priyadarshi Anand
Director : Sajan Lachmandas Mulani
Board of Commissioners
President Commissioner : Shania Manoj Punjabi
Commissioner : Sanjeva Advani
Independent Commissioner : Innayat Haresh Khubchandani
Pro Forma Consolidated Financial Information
The pro forma condition of the condolidated financia statements of the Company and
its subsidiaries listed below has been prepared by the Company's management based
on the Financial Statements.
Acquisition Prior to Acquisition Prior to
30 April 2024 30 April 2024
Cash and Equivalent Cash IDR533,216,716,617 IDR346,423,768,906
Total Assets IDR1,772,909,400,047 IDR3,932,379,367,233
Total Liabilities IDR95,772,495,416 IDR1,180,714,078,292
Total Equity IDR1,677,136,904,632 IDR2,751,665,288,942
(b) NETV
Brief Summary
NETV, established under the name of PT Putra Insan Permata, pursuant to the Deed
of Establishment of a Limited Liability Company No. 8 dated 23 July 2004, drawn up
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before Hasbullah Abdul Rasyid, S.H., M.Kn., Notary in Jakarta, which has been ratified
by the MLHR by virtue of its decree No. C-22196 HT.01.01.TH 2004 dated 3 September
2004.
NETV’s articles of association have been amended several times, most recently by the
Deed of Statement of Board of Commissioners Resolution No. 67 dated 24 February
2022, drawn up before Yulia, S.H., Notary in Jakarta Selatan, which has been notified
to MLHR in accordance with Receipt of Notification of Changes to the Articles Of
Association No. AHU-AH.01.03-0148827 dated 8 March 2022 and has been registered
in the Company Register at the MOLHR under No. AHU-0045167.AH.01.11.TAHUN
2022 dated 8 March 2022 (“Deed No. 67/2022”).
Purpose and Objectives and Business Activities of NETV
Based on Article 3 of NETV's articles of association as stated in Deed of Shareholders
Resolution No. 61 dated 29 November 2021, drawn up before Yulia, S.H., Notary in
Jakarta Selatan, which has been approved by the MLHR by virtue of its decree No.
AHU-0068107.AH.01.02.TAHUN 2021 dated 29 November 2021 and has been
registered in the Company Register at the MOLHR under No. AHU-
0210243.AH.01.11.TAHUN 2021 dated 29 November 2021, the purpose and objective
of NETV is to engage in business in the field of holding activity company, other
consulting management company, and other professional, scientific, and technical
activities.
Capital Structure and Shareholding Composition
Pursuant to Deed No. 67/2022 juncto Deed of Shareholders Resolution No. 38 dated
21 October 2021, drawn up before Yulia, S.H., Notary in Jakarta, which has been
approved by the MLHR by virtue of its Decree No. AHU-0058444.AH.01.02.TAHUN
2021 dated 21 October 2021 and has been notified to MLHR in accordance with
Receipt of Notification of Changes to the Articles Of Association No. AHU-AH.01.03-
0463435 dated 21 October 2021, both of which have been registered in the Company
Register at the MOLHR under No. AHU-0183062.AH.01.11.TAHUN 2021 dated 21
October 2021, the capital structure of NETV as of the date of this Disclosure Information
is as follows:
Authorized Capital : IDR 6,500,000,000,000
Issued Capital : IDR 2,345,317,724,000
Paid – up Capital : IDR 2,345,317,724,000
The Authorized Capital of NETV is divided into 65,000,000,000 ordinary shares, each
share having a nominal value of IDR 100 per share.
Pursuant to NETV’s Shareholders Register dated 31 July 2024 issued by PT Adimitra
Jasa Korpora as the share registrar appointed NETV, the shareholding composition of
NETV is as follows:
NO. SHAREHOLDER NUMBER OF SHARES NOMINAL VALUE (IDR) %
1. PT Indika Inti Holdiko 1,803,345,894 180,334,589,400 7.69
2. PT Semangat Bambu 2,045,780,331 204,578,033,100 8.72
Runcing
3. PT Sinergi Lintas Media 13,974,534,784 1,397,453,478,400 59.58
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NO. SHAREHOLDER NUMBER OF SHARES NOMINAL VALUE (IDR) %
4. PT Teladan Investama 2,777,337,400 277,733,740,000 11.84
5. Public 2,852,178,831 285,217,883,100 12.17
Total 23,453,177,240 2,345,317,724,000 100.00
Portfolio Shares 41,546,822,760 4,154,682,276,000
Management and Supervision
Pursuant to Deed of Meeting Resolution No. 46 dated 19 June 2024, drawn up before
Yulia, S.H., Notary in Jakarta, which has been notified to MLHR in accordance with
Receipt of Notification of Changes to the Company’s Data No. AHU-AH.01.09-0216670
dated 21 June 2024, which have been registered in the Company Register at the
MOLHR under No. AHU-0122924.AH.01.11.TAHUN 2024 dated 21 June 2024, the
composition of NETV’s Board of Commissioners and Board of Directors on the date of
this Disclosure of Information is as follows:
Board of Directors
President Director : Deddy Hariyanto
Director : Azuan Syahril
Director : Ferry
Director : Surya Hadiwinata
Director : Fendy Nagasaputra
Board of Commissioners
President Commissioner : Lie Halim
Commissioner : Rachmat Nugroho
Independent Commissioner : Clifford David Rees
(c) PT Indika Inti Holdiko
Brief Summary
IIH, established based on the laws of Indonesia, under the name of PT Prakarsa
Mitrasetia, pursuant to the Deed of Establishment of a Limited Liability Company No. 5
dated 18 June 1997, made before Sri Bandiningsih, S.H., Notary in Bekasi, which has
been approved by the MOLHR based on Decree No. C2-8496.HT.01.01.TH.97 dated
26 August 1997 and has been registered in the Company Register in the Company
Registration Office of Central Jakarta Municipality under No. 3522/BH 09.05/II/99 dated
4 February 1999.
IIH’s articles of association have been amended several times, most recently by the
Deed Statement of Shareholders Resolution No. 40 dated 30 December 2022, made
before Ungke Mulawanti, S.H., M.Kn., Notary in Bekasi, which has been notified to
MOLHR in accordance with Receipt of Notification of Changes to the Articles Of
Association No. AHU-AH.01.03-0019049 dated 1 February 2023 and has been
registered in the Company Register at the MOLHR under No. AHU-
0021667.AH.01.11.TAHUN 2023 dated 1 February 2023 (“Deed No. 40”).
Purpose and Objectives and Business Activities of IIH
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Based on Article 3 of IIH's articles of association as stated in Deed Statement of
Shareholders’ Resolution No. 23 dated 15 July 2019, made before Miryany Usman,
S.H., Notary in Jakarta, which has been approved by the MOLHR based on Decree No.
AHU-0054897.AH.01.02.TAHUN 2019 dated 19 August 2019 and has been registered
in the Company Register at the MOLHR under No. AHU-0143794.AH.01.11.TAHUN
2019 dated 19 August 2019, the purpose and objective of IIH is to engage in business
in the field of activities of other management consultation.
Capital Structure and Shareholding Composition
Pursuant to Deed No. 40, the capital structure of IIH as of the date of this Disclosure
Information is as follows:
Authorized Capital : IDR 1,500,000,000,000
Issued Capital : IDR 637,756,000,000
Paid – up Capital : IDR 637,756,000,000
The Authorized Capital of IIH is divided into 1.500.000 ordinary shares, each share
having a nominal value of IDR 1,000,000 per share.
Pursuant to Deed No. 40, the shareholding composition of IIH is as follows:
NOMINAL VALUE
NO. SHAREHOLDER NUMBER OF SHARES %
(IDR)
1 Agus Lasmono 360,836 360,836,000,000 56.58
2 PT Kencana Khatulistiwa 276,920 276,920,000,000 43.42
Prima
Total 637,756 637,756,000,000 100.00
Portfolio Shares 637,756 637,756,000,000
Management and Supervision
Pursuant to Deed Statement of Shareholders’s Resolution No. 15 dated 7 October
2019, made before Miryany Usman, S.H., Notary in Jakarta, which has been notified to
MOLHR in accordance with Receipt of Notification of Changes to the Company’s Data
No. AHU-AH.01.03-0342602 dated 8 October 2019, which have been registered in the
Company Register at the MOLHR under No. AHU-0188835.AH.01.11.TAHUN 2019
dated 8 October 2019, the composition of IIH’s Board of Commissioners and Board of
Directors is as follows:
Board of Directors
President Director : Mohammad Arsjad Rasjid Prabu Mangkuningrat
Director : Tonyadi Halim
Board of Commissioners
President Commissioner : Agus Lasmono
Commissioner : Azis Armand
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(d) PT Sinergi Lintas Media
Brief Summary
SLM, established based on the laws of Indonesia, under the name of PT Intan Citra
Utama, pursuant to the Deed of Establishment of a Limited Liability Company No. 9
dated 23 July 2004, made before Hasbullah Abdul Rasyid, S.H., M.Kn., Notary in
Jakarta, which has been approved by the MOLHR based on Decree No. C-22197
HT.01.01.TH.2004 dated 3 September 2004. Based on the Deed of Shareholders
Resolutions No. 110 dated 16 May 2017, made before Ardi Kristiar, S.H., M.B.A., the
substituting Notary for Yulia, S.H., a Notary in South Jakarta, SLM changed its name
from PT Intan Citra Utama to PT Sinergi Lintas Media, as approved by the MOLHR
based on Decree No. AHU-0012334.AH.01.02.TAHUN 2017 dated 7 June 2017.
SLM’s articles of association have been amended several times, most recently by the
Deed of Shareholders Resolutions No. 18 dated 3 April 2024, made before Yulia, S.H.,
Notary in South Jakarta, which has been approved by the MOLHR based on Decree
No. AHU-0032212.AH.01.02.TAHUN 2024 dated 2 June 2024, notified to MOLHR in
accordance with Receipt of Notification of Changes to the Articles Of Association No.
AHU-AH.01.03-0096002 dated 26 April 2024, and notified to MOLHR in accordance
with Receipt of Notification of Changes to the Company’s Data No. AHU-AH.01.09-
0166009 dated 26 April 2024 (“Deed No. 18”).
Purpose and Objectives and Business Activities of SLM
Based on Article 3 of SLM's articles of association as stated in Deed of Shareholders
Resolutions No. 43 dated 2 September 2019, made before Yulia, S.H., Notary in South
Jakarta, which has been approved by the MOLHR based on Decree No. AHU-
0074264.AH.01.02.TAHUN 2019 dated 24 September 2019, the purpose and objective
of SLM is to engage in business in the field of Holding Company Activities, Head Office
Activities, and Other Management Consulting Activities.
Capital Structure and Shareholding Composition
Pursuant to Deed No. 18, the capital structure of SLM as of the date of this Disclosure
Information is as follows:
Authorized Capital : IDR 3,000,000,000,000
Issued Capital : IDR 829,846,528,900
Paid – up Capital : IDR 829,846,528,900
The Authorized Capital of SLM is divided into 2,750,000,000 series A shares, each
share having a nominal value of IDR 100 per share, with a total nominal value for series
A shares amounting to IDR 275,000,000,000 and 27,250,000,000 series B shares,
each share having a nominal value of IDR 100 per share, with a total nominal value for
series B shares amounting to IDR 2,725,000,000,000.
Pursuant to Deed No. 18, the shareholding composition of SLM is as follows:
NOMINAL VALUE
NO. SHAREHOLDER NUMBER OF SHARES %
(IDR)
1 PT Bina Khatulistiwa Prima 8,298,455,289 829,845,528,900 99.99
(series B)
2 PT Indika Inti Holdiko 10,000 (series A) 1,000,000 0.01
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NOMINAL VALUE
NO. SHAREHOLDER NUMBER OF SHARES %
(IDR)
Total 8,298,465,289 829,846,528,900 100
Portfolio Shares 8,298,465,289 829,846,528,900
Management and Supervision
Pursuant to Deed No. 18, the composition of SLM’s Board of Commissioners and Board
of Directors is as follows:
Board of Directors
President Director : Deddy Hariyanto
Director : Azuan Syahril
Director : Surya Hadiwinata
Director : Fendy Nagasaputra
Director : Ferry
Board of Commissioners
Commissioner : Lie Halim
(e) Newton Capital Ltd (Loan Seller)
Brief Summary
The Loan Seller or Newton Capital Ltd is a limited liability company incorporated and
existing under the laws of British Virgin Islands and having its office address at
Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands based on
Memorandum and Articles of Association dated 28 November 2023, with registry
number of 2137003.
Purpose and Objectives and Business Activities of Loan Seller
Based on articles of incorporation of the Loan Seller, the Loan Seller is an investment
company.
Capital Structure and Shareholding Composition
The latest shareholding composition of the Loan Seller is as follows:
NO. SHAREHOLDER NUMBER OF SHARES %
Paloma Holdings Ltd 1 100
Management and Supervision
The latest composition of the Loan Seller’s management is as follows:
Director : Neil Colin Gray
(f) PT Teladan Investama
Brief Summary
Page 14
TI, established based on the laws of Indonesia, under the name of PT Teladan
Investama, pursuant to the Deed of Establishment of a Limited Liability Company No.
45 dated 14 March 2008, made before Mellyani Noor Shandra, S.H., Notary in Jakarta,
which has been ratified by the MOLHR based on Decree No. AHU-
14801.AH.01.01.Tahun 2008 dated 26 March 2008, has been registered in the
Company Register in the MOLHR under No. AHU-0021850.AH.01.09.Tahun 2008
dated 26 March 2008, and has been published in the State Gazette of the Republic of
Indonesia No. 9700 dated 24 June 2008, Supplement No. 51 (“Deed No. 45”).
TI’s articles of association have been amended several times, most recently by the
Deed Declaration Of Resolution Of Shareholders Amendment To Articles of
Association PT Teladan Investama No. 83 dated 8 April 2022, made before Jose Dima
Satria, S.H., M.Kn., Notary in Jakarta, which has been notified to MOLHR in accordance
with Receipt of Notification of Changes to the Articles Of Association No. AHU-
0027166.AH.01.02.TAHUN 2022 dated 14 April 2022 and has been registered in the
Company Register at the MOLHR under No. AHU-0074692.AH.01.11.TAHUN 2022
dated 14 April 2022 (“Deed No. 83”).
Purpose and Objectives and Business Activities of TI
Based on Article 3 of TI's articles of association as stated in Deed No. 83, the purpose
and objective of TI is to engage in business in the field of head office activity, holding
company activity, other management consultation activity and large-scale trading.
Capital Structure and Shareholding Composition
Pursuant to Deed No. 45, the capital structure of TI as of the date of this Disclosure
Information is as follows:
Authorized Capital : IDR 200,000,000
Issued Capital : IDR 129,400,000
Paid – up Capital : IDR 129,400,000
The Authorized Capital of TI is divided into 2,000 ordinary shares, each share having a
nominal value of IDR 100,000 per share.
Pursuant to Deed No. 45, the shareholding composition of TI is as follows:
NOMINAL VALUE
NO. SHAREHOLDER NUMBER OF SHARES %
(IDR)
1 PT Teladan Resources 494 49,400,000 38.16
2 Widiyanti Putri 200 20,000,000 15.46
3 Indracahya Basuki 200 20,000,000 15.46
4 Nurcahya Basuki 200 20,000,000 15.46
5 Wishnu Wardhana 200 20,000,000 15.46
Total 1,294 129,400,000 100
Management and Supervision
Pursuant to Deed Declaration Of Resolution Of Shareholders PT Teladan Investama
No. 60 dated 6 December 2023, made before Jose Dima Satria, S.H., M.Kn., Notary in
Page 15
Jakarta, which has been notified to MOLHR in accordance with Receipt of Notification
of Changes to the Company’s Data No. AHU-AH.01.09-0194973 dated 12 December
2023, which have been registered in the Company Register at the MOLHR under No.
AHU-0250730.AH.01.11.TAHUN 2023 dated 12 December 2023, the composition of
TI’s Board of Commissioners and Board of Directors is as follows:
Board of Directors
President Director : Widiyanti Putri
Director : Indracahya Basuki
Board of Commissioners
President Commissioner : Wishnu Wardhana
Commissioner : Nurcahya Basuki
(g) PT Permata Surya Gitatama
Brief Summary
PSG, established based on the laws of Indonesia, under the name of PT Permata
Surya Gitatama, pursuant to the Deed of Establishment of a Limited Liability Company
No. 17 dated 11 September 1998, made before Miranti Tresnaning Timur, S.H., Notary
in Ciawi, which has been ratified by the MOLHR based on Decree No. C2-26075
HT.01.01.Th.98 dated 23 November 1998, has been registered in the Company
Register in the Company Registration Office of Central Jakarta Municipality under No.
3940/BH.09.05/IV/99 dated 9 April 1999.
PSG’s articles of association have been amended several times, most recently by the
Deed of Shareholders Resolutions No. 10 dated 15 July 2024, made before Miryany
Usman, S.H., Notary in Jakarta, which has been approved by the MOLHR based on
Decree No. AHU-0042621.AH.01.02.TAHUN 2024 dated 15 July 2024 and has been
registered in the Company Register at the MOLHR under No. AHU-
0142731.AH.01.11.TAHUN 2024 dated 15 July 2024 (“Deed No. 10”).
Purpose and Objectives and Business Activities of PSG
Based on Article 3 of PSG's articles of association as stated in Deed No. 10, the
purpose and objective of PSG is to engage in business in the field of activities of other
management consultation.
Capital Structure and Shareholding Composition
Pursuant to Deed Statement of Shareholders’s Resolution No. 2 dated 3 April 2020,
made before Miryany Usman, Notary in Jakarta, which has been approved by the
MOLHR based on Decree No. AHU-0033827.AH.01.02.TAHUN 2020 dated 05 May
2020, and has been registered in the Company Register at the MOLHR under No.
AHU-0077393.AH.01.11.TAHUN 2020 dated 05 May 2020 (“Deed No.2”), the capital
structure of PSG as of the date of this Disclosure Information is as follows:
Authorized Capital : IDR 323,369,000,000
Issued Capital : IDR 319,869,000,000
Paid – up Capital : IDR 319,869,000,000
Page 16
The Authorized Capital of PSG is divided into 323,369 ordinary shares, each share
having a nominal value of IDR 1,000,000 per share.
Pursuant to Deed No. 2, the shareholding composition of PSG is as follows:
NOMINAL VALUE
NO. SHAREHOLDER NUMBER OF SHARES %
(IDR)
1 Agus Lasmono 319,868 319,868,000,000 100
2 PT Mohammad 1 1,000,000 0,00
Mangkuningrat
Total 319,869 319,869,000,000 100
Portfolio Shares 319,869 319,869,000,000
Management and Supervision
Pursuant to Deed No. 10, the composition of PSG’s Board of Commissioners and Board
of Directors is as follows:
Board of Directors
Director : Tonyadi Halim
Board of Commissioners
Commissioner : Agus Lasmono
3. SUMMARY OF AGREEMENTS RELATED TO THE MATERIAL TRANSACTION PLAN
CSPA Loan
The CSPA Loan, which is entered into by and between the Loan Seller and the Company on
26 August 2024 stipulates that the Loan Seller has agreed to transfer its Loan Asset to the
Company as the purchaser in the amount of IDR 661,947,341,364 which represents 75% of
the total amount, obligations and responsibilities owed by NETV to the Loan Seller under the
Loan Agreement of NETV. Subject to the satisfaction of the conditions precedent as stipulated
under the CSPA Loan, completion of the transfer of Loan Asset from the Loan Seller to the
Company will take place on 17 October 2024 or such other date as the Loan Seller and the
Company may mutually agree in writing. The pertaining conditions precedent includes that the
Company and the Loan Seller having received their respective corporate approvals for the
consummation of the transfer of the Loan Asset.
CSSA in NETV
The CSSA in NETV, which is entered into by and between the Company and NETV on 26
August 2024 stipulates that the Company proposed to subscribe for 25,220,946,827 of new
shares in NETV having nominal value of IDR 50 per share (post RSS) that constitutes 60.98%
of the issued and paid-off share capital of NETV on a fully-diluted basis after giving effect of
such issuance, which consist of:
i. 13,238,946,827 of new shares in NETV resulting from the conversion of the Loan
Asset; and
ii. 11,982,000,000 of new shares in NETV resulting from the cash injection by the
Company.
Page 17
To the extent permitted under applicable laws and regulations, the subscription price for NETV
shares is IDR 50 (post RSS) per share or with a total value of IDR 1,261,047,341,350 which
cosists of:
i. IDR 661,947,341,350 which will be converted by the Company in relation to the Loan
Assets; and
ii. IDR 599,100,000,000 which will be paid in cash by the Company.
Subject to the satisfaction of the conditions precedent as stipulated under the CSSA in NETV,
completion of the subscription of new shares in NETV by the Company shall take place within
6 (six) business days from the submission of listing application to IDX by NETV (estimated to
be completed on 18 October 2024) or on another time and/or date as agreed upon in writing by
the Company and NETV.
The preliminary requirements include the transfer of Debt Assets by the Company from the
Debt Seller as per the CSPA has been completed.
CSPA in NETV
The CSPA in NETV, which is entered into by and between SLM, IIH, TI, and the Company on
26 August 2024, stipulates that the Company intends to purchase the following shares in NETV
from SLM, IIH and TI as the sellers as the existing shareholders in NETV:
AMOUNT OF SHARES IN NETV
NAME OF TO BE PURCHASED BY THE COMPANY TOTAL CONSIDERATION
SELLERS
BEFORE THE RSS BY NETV BEFORE THE RSS BY NETV
PT Sinergi
11,806,358,786 shares 5,903,179,393 shares IDR 295,158,969,680
Lintas Media
PT Indika Inti
1,334,074,352 shares 667,037,176 shares IDR 33,351,858,780
Holdiko
PT Teladan
2,637,447,540 shares 1,318,723,770 shares IDR 65,936,188,491
Investama
Subject to the satisfaction of the conditions precedent as stipulated under the CSPA in NETV,
completion of the transfer of shares in NETV above shall take place on 29 October 2024 or on
such other date as SLM, IIH and TI and the Company may mutually agree in writing. The
conditions precedent includes that each of SLM, IIH, TII and the Company have obtained any
and all required approvals and consents in accordance with the prevailing laws and regulations.
4. EXPLANATION, CONSIDERATION, AND BACKGROUND OF THE PROPOSED MATERIAL
TRANSACTION AS WELL AS ITS IMPACT ON THE COMPANY’S FINANCIAL CONDITION
Explanation, Consideration and Background of the Proposed Material Transaction
The Proposed Material Transaction which constitutes Material Transaction as referred to in
POJK No. 17/2020 is expected to have positive impact on the Company. The Company
considers that additional business activities of the Company as a result of the implementation
of the Material Transaction will broaden its role in media and entertainment industry, including
television broadcasting. Thus, it will enable the Company to become one of the competitive
players in Indonesian media and entertainment market and therefore expected to increase
shareholders’ value.
Page 18
This Material Transaction will help develop the Company's business by enhancing its access
to television distribution channels. The Company has a track record of producing successful
television content; with this transaction, NETV will gain access to the Company's production
capabilities, making NETV more competitive. Therefore, this transaction will benefit both
parties, namely the Company and NETV.
Impact of the Proposed Material Transaction on the Company’s Financial Condition
Based on the proforma financial information as of 30 April 2024, reviewed by Jamaludin, Ardi,
Sukimto, & Partners Accounting Firm, the impact of the Transaction on the Company's financial
condition is as follows:
• Increase in total assets by Rp2,159,469,967,186, primarily due to an increase in goodwill
amounting to IDR 1,026,387,185,573, inventory assets of IDR 523,218,579,011, net
intangible assets of IDR 188,152,470,647, fixed assets of IDR 136,644,248,952, deferred
tax assets of IDR 126,143,540,130, trade receivables of IDR 63,768,907,871, and a
decrease in cash and cash equivalents of IDR 186,792,947,711.
• Increase in total liabilities by IDR 1,084,941,582,876, primarily due to an increase in
assumed bank debt for the Material Transaction amounting to IDR 795,000,000,000, trade
payables to third parties of IDR 142,526,428,752, and accrued expenses of IDR
58,993,121,347.
• Increase in total equity by IDR 1,074,528,384,310, primarily due to an increase in issued
and paid-up capital amounting to IDR 661,947,341,364.
SUMMARY OF FAIRNESS OPINION ON THE PROPOSED MATERIAL TRANSACTION
The following is a summary of the fairness opinion as presented in the Fairness Opinion No.
00114/2.0162-00/BS/05/0153/1/VIII/2024 dated 26 August 2024 as prepared by the KJPP:
a. Parties Involved in the Proposed Material Transaction
The parties involved in the Planned Material Transaction are the Company, NETV, IIH, SLM,
Loan Seller, TI, and PSG.
b. Transaction Object
• A transaction in which the Company plans to purchase Loan Assets owned by Loan
Seller related to NETV with a transaction value of IDR 661.95 billion in connection with
the plan of Loan Asset purchase.
• A transaction in which NETV plans to conduct capital increasement without pre-emptive
rights for shares in the NETV portfolio as regulated by POJK 14/2019, where NETV will
issue 25,220,946,827 new shares to the Company, with a nominal value of IDR 50 per
share or 60.98% of the total issued and paid-up shares of NETV, with an exercise price
of IDR 50.00 per share or a total transaction value of IDR 1,261.05 billion in connection
with the Issuance of New Shares with the following details:
1) A total of 13,238,946,827 NETV shares are part of the conversion result from
the purchase of Loan Asset amounting to IDR 661.95 billion in connection with
the conversion of the Loan Asset after the implementation of the RSS; and
2) A total of 11,982,000,000 NETV shares are part of the cash purchase
amounting to IDR 599.10 billion in connection with the conversion of the Loan
Asset after the implementation of the RSS.
• A transaction in which the Company plans to purchase NETV shares from SLM totaling
5,903,179,393 shares or 14.27% of NETV shares with a transaction value of IDR
Page 19
295.16 billion in connection with the SLM share purchase plan after the implementation
of the RSS.
• A transaction in which the Company plans to purchase NETV shares from IIH totaling
667,037,176 shares or 1.61% of NETV shares with a transaction value of IDR 33.35
billion in connection with the IIH Share Purchase Plan after the implementation of the
Share Merger Plan.
• A transaction in which the Company plans to purchase NETV shares from TI totaling
1,318,723,770 shares or 3.19% of NETV shares with a transaction value of IDR 65.94
billion in connection with the TI Share Purchase Plan after the implementation of the
Share Merger Plan.
c. Purpose and Objectives
The purpose of preparing the fairness opinion report on the Planned Material Transaction is to
provide the Company’s Board of Directors with an overview of the financial fairness of the
Planned Material Transaction and to comply with applicable regulations, namely POJK
17/2020.
d. Limitations and Key Assumptions
The Fairness Opinion analysis on the Planned Material Transaction was prepared using the
data and information disclosed above, which has been reviewed by KJPP. In conducting the
analysis, KJPP relied on the accuracy, reliability, and completeness of all financial information,
legal status information of the Company, and other information provided to KJPP by the
Company or publicly available, and KJPP is not responsible for the accuracy of this information.
Any changes to the data and information may materially affect the final opinion of KJPP. KJPP
also relied on the assurances of the Company’s management that they are not aware of any
facts that would make the information provided to KJPP incomplete or misleading. Therefore,
KJPP is not responsible for changes in the conclusions of the KJPP Fairness Opinion due to
changes in data and information.
The projected consolidated financial statements of the Company before and after the Planned
Material Transaction were prepared by the Company’s management. KJPP has reviewed these
financial projections and determined that they reflect the Company’s operational condition and
performance. Generally, no significant adjustments were necessary for KJPP to make to the
Company’s performance targets.
KJPP did not inspect the Company’s fixed assets or facilities. Additionally, KJPP did not provide
an opinion on the tax impact of the Planned Transaction. The services KJPP provided to the
Company in relation to the Planned Material Transaction were limited to providing a Fairness
Opinion on the Planned Material Transaction and did not include accounting, auditing, or tax
services. KJPP did not conduct a review of the legal validity of the Planned Material Transaction
or its tax implications. The Fairness Opinion on the Planned Material Transaction was only
reviewed from an economic and financial perspective. The Fairness Opinion Report on the
Planned Material Transaction is non-disclaimer and is open to the public, except for confidential
information that may affect the Company’s operations. Furthermore, KJPP also obtained
information on the legal status of the Company and NETV based on the Company’s and NETV’s
articles of association.
KJPP’s work related to the Planned Material Transaction does not constitute and cannot be
interpreted in any way as a review or audit, nor does it involve the performance of specific
procedures on financial information. The work was also not intended to reveal weaknesses in
internal controls, errors or irregularities in financial statements, or violations of the law.
Additionally, KJPP is not authorized and is not in a position to obtain and analyze other
transactions outside the Planned Material Transaction that may be available to the Company
and the impact of such transactions on the Planned Material Transaction.
Page 20
This Fairness Opinion was prepared based on market and economic conditions, general
business and financial conditions, and government regulations related to the Planned Material
Transaction as of the date of this Fairness Opinion.
In preparing this Fairness Opinion, KJPP used several assumptions, such as the fulfillment of
all conditions and obligations by the Company and all parties involved in the Planned Material
Transaction. The Planned Material Transaction will be carried out as described within the
specified time frame, and the accuracy of the information regarding the Planned Material
Transaction disclosed by the Company’s management.
This Fairness Opinion should be viewed as a whole, and the use of part of the analysis and
information without considering the entire analysis and information as a whole can lead to
misleading views and conclusions about the process underlying the Fairness Opinion. The
preparation of this Fairness Opinion is a complex process and may not be conducted through
incomplete analysis.
KJPP also assumes that from the date of issuance of the Fairness Opinion until the date of the
Transaction, there will be no material changes affecting the assumptions used in preparing this
Fairness Opinion. KJPP is not responsible for reaffirming or updating the opinion due to
changes in assumptions and conditions, as well as events occurring after the date of this report.
The calculations and analysis for providing the Fairness Opinion have been carried out
correctly, and KJPP is responsible for the Fairness Opinion Report.
The conclusion of this Fairness Opinion is valid if there are no changes that have a material
impact on the Planned Material Transaction. Such changes include, but are not limited to,
changes in conditions both internally within the Company and externally, namely market and
economic conditions, general business, trade, and financial conditions, as well as Indonesian
government regulations and other related regulations after the date of this Fairness Opinion
Report. If changes occur after the date of this Fairness Opinion Report, the Fairness Opinion
on the Planned Material Transaction may differ.
e. Appraisal Method and Approach of the Material Transaction Plan
In evaluating the Fairness Opinion on the Planned Material Transaction, KJPP has conducted
an analysis through the Fairness Opinion approach and procedures on the following:
i. Analysis of the Planned Material Transaction;
ii. Qualitative and Quantitative Analysis of the Planned Transaction; and
iii. Analysis of the Fairness of the Planned Transaction.
f. Conclusion
Based on the scope of work, assumptions, data, and information obtained from the Company’s
management used in preparing this report, and the review of the financial impact of the Planned
Material Transaction as disclosed in the Fairness Opinion Report, KJPP is of the opinion that
the Planned Transaction is fair.
SUMMARY OF VALUATION REPORT
The following is a summary of the valuation report as presented in the valuation report No. 0110/2.0162-
00/BS/05/0153/1/VIII/2024 dated 23 August 2024 as prepared by the KJPP:
a. Parties Involved in the Proposed Material Transaction
The parties involved in the Material Transaction Plan are the Company, NETV, IIH, SLM, Loan
Seller, TI, and PSG.
b. Transaction Object
Page 21
The Transaction Object is the market value of 100.00% of NETV's shares.
c. Purpose and Objectives
The purpose of the valuation is to obtain an independent opinion on the market value of the
Transaction Object, expressed in Rupiah currency and/or its equivalent as of 30 April 2024.
The objective of the valuation is to provide an overview of the market value of the Transaction
Object, which will then be used as a reference and consideration by the Company's
management in implementing the Material Transaction Plan and to comply with POJK 17/2020.
d. Limitations and Key Assumptions
This valuation is prepared based on market and economic conditions, general business and
financial conditions, and applicable government regulations up to the date of issuance of this
valuation report.
The valuation of the Transaction Object conducted using the discounted cash flow method is
based on the financial projections of NETV, KIK, and NMTV prepared by the management of
NETV, KIK, and NMTV. In preparing the financial projections, various assumptions were
developed based on the past performance of NETV, KIK, and NMTV and the management's
future plans. KJPP has made adjustments to these financial projections to more accurately
reflect the operating conditions and performance of NETV, KIK, and NMTV at the time of this
valuation. Generally, no significant adjustments were made by KJPP to the performance targets
of NETV, KIK, and NMTV, and the projections are deemed to reflect their achievement
capabilities (fiduciary duty). KJPP is responsible for conducting the valuation and ensuring the
fairness of the financial projections based on the historical performance of NETV, KIK, and
NMTV and the management information provided by NETV. KJPP is also responsible for the
valuation report of NETV and the conclusion of the final value.
In this valuation assignment, KJPP assumes the fulfillment of all conditions and obligations of
the Company. KJPP also assumes that from the valuation date to the date of issuance of the
valuation report, there are no material changes that would affect the assumptions used in the
valuation. KJPP is not responsible for reaffirming, supplementing, or updating its opinion due
to changes in assumptions and conditions and events occurring after the date of this report.
In conducting the analysis, KJPP assumes and relies on the accuracy, reliability, and
completeness of all financial information and other information provided to KJPP by the
Company and NETV or that is publicly available and is inherently true, complete, and not
misleading. KJPP is not responsible for independently verifying this information. KJPP also
relies on assurances from the management of the Company and NETV that they are not aware
of any facts that would cause the information provided to KJPP to be incomplete or misleading.
The analysis of the Transaction Object's valuation is prepared using the data and information
disclosed above. Any changes to this data and information may materially affect KJPP's final
opinion. KJPP is not responsible for changes in KJPP's valuation conclusions or for any loss,
damage, costs, or expenses caused by incomplete or misleading information, leading to
incomplete and/or misinterpreted data obtained by KJPP.
As KJPP's valuation results heavily depend on the data and assumptions underlying it, changes
in the data sources and assumptions according to market data will alter KJPP's valuation
results. Therefore, KJPP states that changes in the data used can affect the valuation results
and that the differences may be material. Although the contents of this valuation report have
been prepared in good faith and professionally, KJPP cannot accept responsibility for any
differences in conclusions resulting from additional analysis, the application of valuation results
as a basis for analyzing transactions, or changes in the data used as the basis for valuation.
The Transaction Object valuation report is a non-disclaimer opinion and is publicly available
unless there is confidential information that may affect the operations of the Company and
NETV.
Page 22
KJPP's work related to the valuation of the Transaction Object does not constitute and cannot
be interpreted in any form as a review or audit or as the execution of specific procedures on
financial information. The work also cannot be intended to disclose weaknesses in internal
controls, errors, or irregularities in financial statements, or violations of law. Furthermore, KJPP
has also obtained information on the legal status of NETV based on NETV's articles of
association.
e. Valuation Approaches and Methods
The valuation of the Transaction Object is based on both internal and external analyses.
Internal analysis is based on data provided by management, historical analysis of NETV's
financial position and comprehensive income statements, a review of NETV's operating and
management conditions, and NETV's resources. The future prospects of NETV are evaluated
by KJPP based on the business plan and financial projections provided by management, which
have been reviewed for reasonableness and consistency by KJPP. External analysis is based
on a brief review of external factors considered as value drivers, including a brief review of the
prospects of the relevant industry.
In applying valuation methods to determine the market value indication of a "business interest,"
it is necessary to refer to the financial statements (balance sheets and comprehensive income
statements) that are representative. Therefore, adjustments are required to the book value of
the balance sheets and the normalization of profits in the comprehensive income statements,
usually prepared by management based on historical values. However, the book value of a
company reflected in the balance sheets and comprehensive income statements is the
acquisition value and does not fully reflect the economic value that can be used as a reference
for market value at the time of valuation.
The valuation methods used in the valuation of the Transaction Object are the discounted cash
flow (DCF) method, the adjusted net asset method, the guideline publicly traded company
method, and the capitalized excess earnings method.
The discounted cash flow method was chosen given that the business activities carried out by
NETV, KIK, and NMTV in the future will still fluctuate according to the anticipated development
of NETV, KIK, and NMTV. In conducting the valuation with this method, the operations of NETV,
KIK, and NMTV are projected according to the anticipated development of NETV, KIK, and
NMTV. The cash flows generated based on the projections are converted into present value
using a discount rate appropriate to the risk level. The value indication is the total present value
of these cash flows.
In conducting the valuation with the adjusted net asset method, the value of all asset
components and liabilities/debts must be adjusted to their market value, except for components
that already show their market value (such as cash/bank or bank debts). The overall market
value of the company is then obtained by calculating the difference between the market value
of all assets (tangible and intangible) and the market value of liabilities.
The guideline publicly traded company method is used in this valuation because although no
comparable information is obtained in the stock market for publicly listed companies with similar
business scale and assets, it is estimated that the stock data of existing publicly listed
companies can be used as comparative data for the value of shares owned by NETV.
The capitalized excess earnings method used in the valuation of NMTV is a valuation method
based on the asset approach. With this method, the value of all asset components and liabilities
must be adjusted to their market value, except for components that already show their market
value (such as cash/bank or bank debts).
Besides tangible assets, the market value of intangible assets such as patents, licenses,
research and development costs, trained and ready-to-work employees, and customer lists
must also be calculated. The market value of these intangible assets is obtained by valuing
Page 23
each of these assets separately. The market value of equity (net worth) is then obtained by
calculating the difference between the total value of adjusted assets and liabilities.
As a further step, the net cash flow of the company being valued must be calculated. The
difference between net cash flow and expected revenue represents the excess earnings
generated by net tangible assets. The value of intangible assets is then calculated by
capitalizing these excess earnings with an appropriate capitalization rate. The next step is to
calculate the market value indication of shares by adding the value of net tangible assets and
the value of intangible assets.
The above approaches and valuation methods are those that KJPP considers most suitable to
be applied in this assignment and have been agreed upon by the management of the Company
and NETV. It is not ruled out that other valuation approaches and methods may be applied,
which could yield different results.
Subsequently, the values obtained from each of these methods are reconciled by applying
weightings.
f. Valuation Conclusion
Based on the analysis of all data and information received by KJPP and considering all relevant
factors affecting the valuation, in KJPP's opinion, the market value of the Transaction Object
as of 30 April 2024, is IDR 612.56 billion.
INFORMATION ON ADDITION OF MAIN BUSINESS ACTIVITIES
1. Explanation, Consideration and Background of the Addition of Main Business Activities
This addition of main business activities is carried out for the reason that the completion of the
Proposed Material Transaction will cause the Company to become the new controller of NETV
given that the Company will hold more than 50% shares in NETV.
Given that according to the consolidated proforma financial information as reviewed by
Jamaludin, Ardi, Sukimto, & Rekan, an independent auditor registered with the OJK, NETV is
expected to provide income contribution for at least 20% of the Company’s income, hence, in
compliance with POJK No. 17/2020, the Company must, among others:
a. obtain prior approval from the shareholders of the Company in respect of the Proposed
Addition of Main Business Activities; and
b. use KJPP to carry out a feasibility study on the Proposed Addition of Main Business
Activities.
2. Availability of Experts in relation to the Addition of Main Business Activities
In implementing the addition of main business activities, the Company will optimize the use of
existing teams who have the capability in television broadcasting sector. The proposed
business activities is closely related to the existing business of the Company thus avoiding the
need to hire additional workers.
3. Impact of the Addition of Main Business Activities on the Company’s Financial Condition
Addition of Main Business Activities is expected to provide positive impact on the Company’s
going concern going forward as well as additional value to the shareholders of the Company.
SUMMARY OF FEASIBILITY STUDY REPORT ONADDITION OF MAIN BUSINESS
ACTIVITIES
Page 24
The following is a summary of the feasibility study report as presented in the feasibility study No.
00113/2.0162-00/BS/05/0153/1/VIII/2024 dated 26 August 2024 as prepared by the KJPP:
a. Purpose and Objectives
The purpose of this Feasibility Study Report is to assess the business prospects of NETV in
connection with the Plan to Add Main Business Activities in the future, reviewed from various
aspects, including:
• Market feasibility;
• Technical feasibility;
• Business model feasibility;
• Management model feasibility; and
• Financial feasibility,
in relation to the Plan to Add Main Business Activities. The objective of the Feasibility Study
Report is to provide an overview of the feasibility of the Plan to Add Main Business Activities,
which will then be used as a reference and consideration by the Company's management to
comply with POJK 17/2020.
b. Limitations and Key Assumptions
This feasibility study is prepared based on market and economic conditions, general business
and financial conditions, and applicable government regulations up to the date of issuance of
this Feasibility Study Report.
The feasibility study for the Plan to Add Main Business Activities was conducted using the
discounted cash flow (DCF) method, referring to the net present value (NPV) based on financial
projections prepared by NETV management. Various assumptions were developed in
preparing the financial projections based on management's future plans. KJPP has made
adjustments to these financial projections to more accurately reflect NETV's operational
conditions and performance as assessed at the time of this feasibility study. In general, KJPP
has made no significant adjustments to NETV's performance targets, which reflect its ability to
achieve them (fiduciary duty). KJPP is responsible for conducting the feasibility study and
ensuring the fairness of the financial projections based on the information provided by NETV
management.
In this feasibility study assignment, KJPP assumes that all conditions and obligations of the
Company are met. KJPP also assumes that from the date of the feasibility study until the
issuance of the Feasibility Study Report, there will be no material changes affecting the
assumptions used in the feasibility study. KJPP is not responsible for reaffirming or updating its
opinion due to changes in assumptions, conditions, or events occurring after the date of this
report. The calculations and analyses in the feasibility study have been conducted accurately,
and KJPP is responsible for the Feasibility Study Report on the Plan to Add Main Business
Activities.
In conducting the analysis, KJPP assumes and relies on the accuracy, reliability, and
completeness of all financial information and other information provided to KJPP by the
Company and NETV or publicly available information that is essentially true, complete, and not
misleading. KJPP is not responsible for conducting an independent verification of this
information. KJPP also relies on assurances from the Company's and NETV's management
that they are not aware of any facts that would cause the information provided to KJPP to be
incomplete or misleading.
The feasibility study analysis for the Plan to Add Main Business Activities is prepared using the
data and information disclosed above. Any changes to this data and information could
Page 25
materially affect KJPP's final opinion. KJPP is not responsible for changes in the conclusions
of its feasibility study or any loss, damage, costs, or expenses arising from the nondisclosure
of information, resulting in incomplete or misinterpreted data received by KJPP.
Because the results of KJPP's feasibility study are highly dependent on the data and
assumptions underlying them, changes to the data sources and market-based assumptions will
alter KJPP's feasibility study results. Therefore, KJPP states that changes to the data used may
affect the feasibility study results and that any differences may be materially significant.
Although the contents of this Feasibility Study Report have been carried out in good faith and
professionally, KJPP cannot accept responsibility for the possibility of differing conclusions due
to additional analysis, the application of the feasibility study results as a basis for transaction
analysis, or changes in the data used as the basis for the feasibility study. The Feasibility Study
Report is a non-disclaimer opinion and is open to the public, except for confidential information
that could affect NETV's operations.
KJPP's work related to the feasibility study for the Plan to Add Main Business Activities does
not constitute, nor can it be interpreted as, a review or audit, or the implementation of specific
procedures on financial information. The work is also not intended to disclose weaknesses in
internal controls, errors, or irregularities in financial statements, or legal violations. Additionally,
KJPP has obtained information on NETV's legal status based on NETV's articles of association.
c. Methodology
The feasibility analysis in this assignment uses the discounted cash flow (DCF) method,
referring to the net present value (NPV), so the Plan to Add Main Business Activities can be
considered feasible or profitable if the NPV is greater than zero. Additionally, a payback period
and discounted payback period analysis is included to provide an overview of how long the
investment costs can be recovered from the investment's operational returns.
d. Conclusion
Based on the analysis of all the data and information KJPP has received and considering all
relevant factors affecting the feasibility analysis, KJPP concludes that the Plan to Add Main
Business Activities, in terms of market feasibility, technical feasibility, business model feasibility,
management model feasibility, and financial feasibility, is feasible. Specifically, for the market
feasibility aspect, the investment criteria values considered over the 10 years and 8 months
projection period are as follows:
NPV: IDR 1,333.05 billion
In connection with this feasibility study, KJPP wishes to emphasize that the feasibility analysis
calculated using the discounted cash flow method is based on assumptions regarding revenue
levels, expenses, and balance sheet accounts developed by the Company's and NETV's
management through analysis of historical performance and management's statements about
future plans before the Plan to Add Main Business Activities. KJPP has reviewed these
assumptions and, in KJPP's opinion, they are reasonable. However, KJPP is not responsible
for achieving these assumptions. Any changes in these assumptions will affect the feasibility
study's results. Because there is no certainty that these bases and assumptions will materialize,
KJPP cannot guarantee that the projected results will be achieved.
This feasibility was determined by KJPP based on the data and information obtained from the
Company's and NETV's management and other relevant parties related to the assignment.
KJPP assumes that all this information is accurate and that there are no undisclosed
circumstances or factors that would materially affect the feasibility.
The final conclusion above applies as long as there are no material changes affecting the Plan
to Add Main Business Activities. Such changes include, but are not limited to, changes in
conditions both internally within the Company and externally, such as market and economic
conditions, general business, trade, and financial conditions, as well as Indonesian government
regulations and other related regulations after the issuance date of this Feasibility Study Report.
Page 26
If any of these changes occur after the issuance date of this Feasibility Study Report, the
feasibility of the Plan to Add Main Business Activities may differ.
COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS’ STATEMENTS
1. This Disclosure of Information is complete and made in accordance with the requirements
under POJK No. 17/2020.
2. The Proposed Material Transaction and the Proposed Addition of Main Business Activities does
not constitute as an affiliated party transaction and/or conflict-of-interest transaction as referred
to in POJK No. 42/2020.
3. The execution of the Proposed Material Transaction and the Proposed Addition of Main
Business Activities are for the best interest of the Company and will not potentially disrupt the
Company’ business activities.
4. Information disclosed in this disclosure of information is true and there are no misstatements of
material facts that or no omission of material facts that may cause the material information in
this disclosure of information become inaccurate and/or misleading.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Below is the indicative timeline for the execution of the Company’s EGMS in connection with the
Proposed Material Transaction:
• Notification of the EGMS agenda to OJK : 20 August 2024
• Announcement of the plan to convene EGMS and Disclosure of :
Information on Material Transaction and Addition of Main Business 28 August 2024
Activities
• Recording date : 11 September 2024
• EGMS Invitation : 12 September 2024
• Announcement of changes and/or addition to the Disclosure of :
Information on Material Transaction and Addition of Main Business 2 October 2024
Activities
• EGMS :
4 October 2024
• Announcement of the summary of the minutes of EGMS : 8 October 2024
• Submission of the minutes of EGMS : 1 November 2024
The EGMS will be held both physically and electronically through the Electronic General Meeting
System provided by KSEI on:
Day : Friday, 4 October 2024
Time : 10.00 A.M. onwards
Venue : MD Place Tower IJalan Setiabudi Selatan No. 7, Setiabudi, Jakarta Selatan
The agendas of the EGMS in relation to the Proposed Material Transaction and the Proposed Addition
of Main Business Activities will be as follows:
Page 27
1. Approval on the implementation of the proposed Material Transaction as referred to in POJK
17/2020 by the Company in relation to the proposed acquisition of PT Net Visi Media Tbk.
2. Approval on the proposed addition of business activities of television broadcasting resulting
from the acquisition of PT Net Visi Media Tbk as supported by the discussion of feasibility study
on such addition of business activities.
Particularly for the agenda on the proposed addition of business activities of television broadcasting, if
such agenda is not approved by the shareholders of the Company, such agenda can only be submitted
for approval from the shareholders of the Company after 12 (twelve) months as of its disapproval by
the Company.
ADDITIONAL INFORMATION
To obtain further information, the shareholders of the Company may submit their requests to the
Company's Corporate Secretary, during normal business hours at the following address:
PT MD Entertainment Tbk
Head Office:
MD Place Tower I
Jalan Setiabudi Selatan No. 7, Setiabudi, Jakarta Selatan
Telephone: +62-21 29855777
Facsimile: +62-21 29055777
Email: corporatesecretary@mdentertainment.com
Website: https://mdentertainment.com/
Names mentioned 69 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
Kusnanto & Rekan
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
Ministry of Law and Human Rights
p.3
unresolved
org
Net Visi Media Tbk
p.3 ×6
unresolved
org
PT Permata Surya Gitatama
p.3 ×2
unresolved
org
Jamaludin Ardi Sukimto & Rekan
p.5
unresolved
org
Bank Indonesia
p.6
unresolved
org
PT MD Media
p.6
unresolved
person
Frans Elsius Muliawan
· Notaris
p.6
unresolved
person
Tri Firdaus Akbarsyah
· Notaris
p.6 ×3
unresolved
person
Leolin Jayayanti
· Notaris
p.7
unresolved
org
PT Adimitra Jasa Korpora
p.7 ×2
unresolved
org
PT Putra Insan Permata
p.8
unresolved
person
Hasbullah Abdul Rasyid
· Notaris
p.9 ×3
unresolved
person
Yulia
· Notaris
p.9 ×12
unresolved
org
PT Indika Inti Holdiko Brief Summary IIH
p.10
unresolved
org
PT Prakarsa Mitrasetia
p.10
unresolved
person
Sri Bandiningsih
· Notaris
p.10
unresolved
person
Ungke Mulawanti
· Notaris
p.10
unresolved
person
Miryany Usman
· Notaris
p.11 ×6
unresolved
org
PT Kencana Khatulistiwa
p.11
unresolved
org
PT Sinergi Lintas Media Brief Summary SLM
p.12
unresolved
org
PT Intan Citra Utama
p.12 ×2
unresolved
person
Ardi Kristiar
p.12
unresolved
org
PT Bina Khatulistiwa Prima
p.12
unresolved
org
Paloma Holdings Ltd
p.13
unresolved
org
PT Teladan Investama Brief Summary
p.13
unresolved
person
Mellyani Noor Shandra
· Notaris
p.14
unresolved
person
Jose Dima Satria
· Notaris
p.14 ×3
unresolved
org
PT Permata Surya Gitatama Brief Summary PSG
p.15
unresolved
person
Miranti Tresnaning Timur
· Notaris
p.15
unresolved
org
PT Indika Inti
p.17
unresolved
org
PT Teladan
p.17
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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Needs review
confidence 0.091
11995 ms
12 Sep 2026 22:59
Raw output
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