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20240702_HMSP_Informasi Transaksi Afiliasi_31678676_lamp2.pdf
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DISCLOSURE OF INFORMATION
RELATED TO AFFILIATED TRANSACTIONS
THIS DISCLOSURE OF INFORMATION HAS BEEN MADE TO COMPLY WITH THE FINANCIAL SERVICES AUTHORITY (“OJK”)
REGULATION NO. 42/POJK.04/2020 DATED 2 JULY 2020 ON AFFILIATED TRANSACTIONS AND CONFLICT OF INTEREST
TRANSACTIONS (“POJK 42”) IN CONNECTION WITH THE EXECUTION OF BUSINESS TRANSFER AGREEMENT.
THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ AND NOTED BY THE
COMPANY’S SHAREHOLDERS. IF YOU FIND DIFFICULTIES IN UNDERSTANDING THE INFORMATION SET FORTH IN THIS
DISCLOSURE OF INFORMATION, YOU ARE SUGGESTED TO CONSULT WITH YOUR BROKER, INVESTMENT MANAGER, LEGAL
COUNSEL, PUBLIC ACCOUNTANT OR OTHER PROFESSIONAL ADVISORS.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS ARE, JOINTLY AND SEVERALLY, FULLY RESPONSIBLE FOR
THE TRUE AND CORRECTNESS, AND COMPLETENESS OF THE INFORMATION DISCLOSED HEREIN AND IN ANY ADDITIONAL
DISCLOSURE, IF ANY, AND HEREBY CONFIRM THAT THE INFORMATION CONTAINED IN THIS DISCLOSURE OF
INFORMATION IS CORRECT, AND THERE IS NO SIGNIFICANT, MATERIAL AND RELEVANT FACT THAT HAS NOT BEEN
DISCLOSED OR HAS BEEN REMOVED SUCH THAT THE DISCLOSURE OF INFORMATION HEREIN BECOMING INCORRECT
AND/OR MISLEADING.
AFTER CAREFUL EXAMINATION, THE COMPANY'S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS, JOINTLY AND
SEVERALLY STATES THAT THESE AFFILIATED TRANSACTIONS ARE NOT CONSTITUTE A MATERIAL TRANSACTION AS MEANT
BY POJK 17 (AS DEFINED IN THIS DISCLOSURE OF INFORMATION) AND DO NOT CONTAIN ANY CONFLICT OF INTEREST AS
MEANT BY POJK 42.
THE BOARD OF DIRECTORS OF THE COMPANY, BOTH JOINTLY AND SEVERALLY STATES THAT THESE AFFILIATED
TRANSACTIONS HAVE WENT THROUGH ADEQUATE PROCEDURES TO ENSURE THAT THESE AFFILIATED TRANSACTIONS
ARE IMPLEMENTED IN ACCORDANCE WITH THE GENERALLY APPLICABLE BUSINESS PRACTICES.
PT HANJAYA MANDALA SAMPOERNA Tbk.
(the “Company”)
Domiciled in Surabaya
Business Line:
Cigarette Industry
Head Office:
Jl. Rungkut Industri Raya No. 18, Surabaya 60293, Indonesia
Telephone: 031 – 843 1699, Facsimile: 031 – 843 0986
Factory Location:
Surabaya, Pasuruan, Malang, Karawang, Probolinggo, Blitar, Tegal
Corporate Representative Office:
One Pacific Place, 18th Floor, Sudirman Central Business District,
Jl. Jend. Sudirman Kav. 52-53,
Jakarta 12190, Indonesia
Telephone: 021 – 515 1234, Facsimile: 021 – 515 2234
This Disclosure of Information is published in Jakarta on July 2, 2024
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DEFINITIONS
HMS Service Amendment Contract: means an amendment to the service agreement between the
Company and PMSISC, under which PMSISC also provides Services to the Company and its subsidiaries
which was signed on June 28, 2024, and effective as of July 1, 2024.
PMSISC Service Amendment Contract: means an amendment to the service agreement between the
Company and PMSISC, under which the Company provides services to PMSISC, excluding Services, which
was signed on June 28, 2024, and is effective as of July 1, 2024.
Services: means business activities for the provision of financial business partnering and controlling
services for the purposes of the PMI group of companies.
Disclosure of Information: means the disclosure of information related to affiliated transaction as
specified in the announcement and/or disclosure of information and any additional information that may
or will be made available.
Fairness Opinion Report: means a report submitted by the Independent Appraiser No. 00071/2.0095-
00/BS/04/0269/1/VI/2024 dated 28 June 2024 regarding fairness opinion on the Transaction.
The Financial Services Authority or OJK: means the independent institution as set forth under Law No.
21 of 2011 on the Financial Services Authority (“OJK Law”), who has the regulatory and supervisory duties
and authorities over the sectors of banking, capital market, insurance, pension fund, financing and other
financial institutions, and as of December 31, 2012, OJK is the institution that has replaced and accepts
the rights and obligations to run the regulatory and supervisory functions from Bapepam and/or Bapepam
and LK pursuant to Article 55 of the OJK Law.
Independent Appraiser: means the public appraiser firm of KJPP Ruky, Safrudin & Rekan, an independent
appraiser registered with OJK that has been appointed by the Company to appraise the fairness of the
Transaction.
Agreements: jointly, the Employment Agreement and Business Transfer Agreement.
Employment Agreement: means a Permanent Employment Agreement signed by PMSISC with each
employee transferred from the Company to PMSISC effective as of July 1, 2024.
Business Transfer Agreement: means a master agreement signed by the Company and PMSISC on June
28, 2024, effective as of July 1, 2024, regarding the transfer of business to provide financial business
partnering and controlling services.
Company: means PT Hanjaya Mandala Sampoerna Tbk., a publicly listed company incorporated under and
subject to the laws of Indonesia, domiciled in Surabaya, Indonesia.
PMID: means PT Philip Morris Indonesia, the major shareholder of the Company, a limited liability
company incorporated under the laws of Indonesia, engaged in the white cigarette industry.
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PM International: means Philip Morris International Inc., a business entity incorporated under the laws
of the Commonwealth of Virginia, United States, engaged in the manufacturing and trading of cigarettes,
other tobacco products and other nicotine-containing products marketed outside the United States, and
owns, directly or indirectly, 100% of the issued shares in Philip Morris Products SA and PMID.
PMSISC: means PT Philip Morris Sampoerna International Service Center, a limited liability company that
is a subsidiary of the Company's major shareholder, namely PMID, which was incorporated under the laws
of Indonesia, engaged in management consulting and computer programming.
POJK 17: means The Financial Services Authority Regulation No. 17/POJK.04/2020 dated April 21, 2020,
on Material Transactions and Changes in Main Business Activities.
POJK 42: means The Financial Services Authority Regulation No. 42/POJK.04/2020 dated July 2, 2020, on
Affiliated Transactions and Conflict of Interest Transactions.
Transaction: means the business transfer activity under the Business Transfer Agreement.
Capital Market Law: means Law No. 8 of 1995 dated 10 November 1995 on Capital Market.
INTRODUCTION
This Disclosure of Information is made in connection with the Transaction. The Agreements are Affiliated
Transaction according to POJK 42. However, the Agreements are not Transactions with Conflict of Interest
as defined under POJK 42 and are not Material Transactions as defined under POJK 17, based on an
assessment report from the Independent Appraiser regarding the fairness of the Transaction, the
summary of which is presented in Section III of this Disclosure of Information.
I. DESCRIPTION ON THE TRANSACTION
A. Background and Reasons for Conducting the Transaction
Since the acquisition of the Company by PM International through PMID in 2005, the Company
has been providing management and technical services to PMI group of companies. Such services
transactions obtained the approval of the Company’s independent shareholders in 2006, in
accordance with the capital market regulations on conflict of interest applicable at the time.
For purpose of restructuring of the PMI group of companies, the Company transferred certain of
its service business to PMSISC in 2018 which its disclosure of information was submitted on July
3, 2018, based on the applicable provisions at that time. Further, based on the Business Transfer
Agreement as defined in this Disclosure of Information, the Company again transfers the Services
(as defined in this Disclosure of Information) to PMSISC, with effect from July 1, 2024.
The purpose of the Transaction is for efficiency within the Company, so that it can focus more on
its main business activities, namely manufacturing and selling cigarettes.
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The Transaction was not carried out by the Company with non-affiliated party of the Company
because the provision of Services by an affiliated party can be provided more quickly, effectively,
efficiently and better coordinated than if similar transactions were carried out with non-affiliated
party.
B. Object of the Business Transfer Agreement
1. Object of the Transaction
Based on the Business Transfer Agreement, the Company transferred the Services to PMSISC.
This Transaction also includes the transfer of 6 (six) local employees of the Company to
PMSISC.
In the transfer process, all rights (including benefits) and obligations of the employees
concerned, namely compensation and benefits, grade, job status and responsibilities, remain
unchanged. The period of service of such employees will still be taken into account from the
first time the employees start working at the Company. The Company and PMSISC have signed
a mutual agreement for the transfer of employees with each transferred employee, and
PMSISC has also signed an Employment Agreement.
Furthermore, with the effective transfer of business of the Services to PMSISC, PMSISC will
provide the Services to the Company and its subsidiaries, as outlined in an HMS Service
Amendment Contract. At the same time, the Company continues to provide management,
human resources, legal, information system services as well as general and administrative
services to PMSISC but no longer includes the Services as referred to in this Disclosure of
Information, which are outlined in an PMSIC Service Amendment Contract.
Based on the foregoing, the closing of the Business Transfer Agreement is subject to the
fulfillment of several conditions (unless waived by the parties), including those mentioned
below, on or before July 1, 2024:
a. the execution of Employment Agreement;
b. the execution of HMS Service Amendment Contract; and
c. the execution of PMSISC Service Amendment Contract.
At the latest 10 (ten) working days after the closing date of the Business Transfer Agreement:
a. the Company shall issue an invoice on the business transfer price related to the Services
to PMSISC; and
b. the Company shall issue a notification letter to PMSISC regarding the amount of employee
post-employment benefit payment obligations (including deferred taxes) based on the
actuarial report as of December 31, 2023, for the employees’ service period with the
Company, which shall be transferred by the Company to PMSISC.
The payment date based on the Business Transfer Agreement is no later than 30 (thirty)
calendar days after the receipt of the invoice and notification letter referred to above.
2. Value of the Transaction
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The value of the Transaction consists of value of Business Transfer Agreement, in the amount
of IDR 4,868,000,000 (four billion eight hundred and sixty-eight million Rupiah), in accordance
with the fair market value of the business as of December 31, 2023, based on a business
appraisal carried out by the Independent Appraiser.
The total value of the Transaction is 0,016% of the equity of the Company based on the
Company's audited consolidated financial statements as at December 31, 2023. Accordingly,
the Transaction does not constitute a Material Transaction as defined under POJK 17, since
the value of the Transaction is less than 20% (twenty percent) from the Company’s equity.
3. Description of each of the relevant agreements signed by the Company and PMSISC are as
follows:
(1) HMS Service Amendment Contract, signed on June 28, 2024, effective as of July 1, 2024,
and shall continue indefinitely unless terminated by either party with no less than 90
(ninety) calendar days prior written notice.
PMSISC provides Services to the Company and its subsidiaries by imposing the costs
which are actually incurred by PMSISC on behalf of the Company and its subsidiaries,
supplemented with a fee at 5% (five percent) of the costs.
(2) PMSISC Service Amendment Contract, signed on June 28, 2024, effective as of July 1,
2024, and shall continue indefinitely unless terminated by either party with no less than
90 (ninety) calendar days prior written notice.
The Company provides management, human resources, legal, information system also
general and administration services to PMSISC by imposing the costs which are actually
incurred by the Company on behalf of PMSISC, supplemented with a fee at 5% (five
percent) of the costs.
C. Parties to the Transaction and Their Relationships with the Company
The chart below shows the Company's share ownership and the parties conducting the
Transaction:
PT Philip Morris Indonesia
92,44% 99,9%
PT Hanjaya Mandala Sampoerna Tbk. PT Philip Morris Sampoerna
International Service Center
Information on the parties who entering Transaction with the Company:
PT Philip Morris Sampoerna International Service Center
PMSISC is a limited liability company established under the laws of the Republic of Indonesia,
engaged in management consulting and programming activities, is a subsidiary of PT Philip Morris
Indonesia which is the major shareholder of the Company. PMSISC was established based on the
Deed of Establishment of a Limited Liability Company No. 3 dated January 18, 2018, made before
Dorothea Nawang Wulan, SH, MKn, Notary in the Administrative City of East Jakarta which has
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been approved by the Minister of Law and Human Rights of the Republic of Indonesia No. AHU-
0003602. AH.01.01. Year 2018 dated January 25, 2018 ("Deed No.3/2018").
The capital structure and shareholding composition of PMSISC based on Deed No.3/2018 are as
follows:
Authorized Capital : Rp. 40.400.000.000 Nominal value : IDR 10,100,000/shares
Issued and Paid-Up Capital : Rp. 10.100.000.000
No Name Number of Nominal Value %
Shares (IDR)
1 PMID 999 10,089,900,000 99,9
2 Park Tobacco Limited 1 10,100,000 0,1
Total 1.000 10,100,000,000 100
The current composition of members of the Board of Directors and the Board of Commissioners
of PMSISC is as follows:
Commissioner : Celicia Sari
Director : Salomo L. Gaol
D. Nature of Affiliated Relation between Parties to the Transaction
The relationship between the parties carrying out the Transaction is an Affiliate relationship as
stipulated in the Capital Market Law and POJK 42, which is a relationship between two companies
that are controlled, either directly or indirectly, by the same party.
II. DESCRIPTION ON THE COMPANY
A. History
The Company is a publicly listed limited liability company established under the laws of the
Republic of Indonesia within the framework of the Indonesian Capital Investments Law. The
Company was established on October 19, 1963, by virtue of Deed No. 69 dated October 19, 1963,
which was amended by Deed No. 46 dated April 15, 1964, both drawn up before Anwar
Mahajudin, S.H., Notary in Surabaya, which have been approved by the Minister of Justice of the
Republic of Indonesia by virtue of his Decree No. J.A.5/59/15 dated April 30, 1964, and have been
published in the State Gazette of the Republic of Indonesia No. 94 dated November 24, 1964,
Supplement No. 357. The articles of association of the Company have been amended several
times, lastly by virtue of Deed No. 41 dated June 9, 2022, drawn up before Notary Aulia Taufani,
S.H., which has obtained approval from the Minister of Law and Human Rights of the Republic of
Indonesia by virtue of his Decree No. AHU-0044445.AH.01.02.TAHUN 2022, dated June 29, 2022.
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B. Capital Structure and Shareholding Composition
The capital structure and the shareholding composition of the Company based on Shareholders’
Register of the Company as June 21, 2024, are as follows:
Authorized Capital: IDR 630,000,000,000 Nominal Value : IDR 4/share
Subscribed and Issued Capital: IDR 465,272,307,600
No Name Number of Nominal Value %
Shares (IDR)
1 Public shareholders holding more than 5% - 107,523,239,925 430,092,959,700 92.44
PMID
2 Other public shareholders 8,794,836,975 35,179,347,900 7.56
Total 116,318,076,900 465,272,307,600 100
C. Management and Supervisory Boards of the Company
The compositions of members of the Board of Commissioners and of the Board of Directors of the
Company pursuant to Deed No. 4 dated June 7, 2024, drawn up before Aryanti Artisari, S.H.,
M.Kn., Notary in Administrative City of South Jakarta, which has obtained the Receipt of the
Notification of Changes in the Company's Data from the Minister of Law and Human Rights No.
AHU-AH.01.09-0215933 dated June 20, 2024, are as follows:
The Board of Commissioners
President Commissioner : John Gledhill
Vice President Commissioner : Paul Norman Janelle
Independent Commissioner : Justin Guy Mayall
Independent Commissioner : Luthfi Mardiansyah
The Board of Directors
President Director : The Ivan Cahyadi
Director : Sergio Colarusso
Director : Elvira Lianita
Director : Andre Dahan
Director : Gunnar Beckers
Director : Johan Bink
Director : Sharmen Karthigasu
Director : Yohan Lesmana
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III. SUMMARY OF OPINION OF THE INDEPENDENT APPRAISER
To ensure fairness of the Transaction and also to ensure that the Transaction do not have a conflict of
interest element, the Company has appointed Ruky, Safrudin & Rekan as the Independent Appraiser
carrying out the assessment of the fairness of the Transaction.
The Independent Appraiser states that it does not have affiliated relationship either directly or indirectly
with the Company as defined under the Capital Market Law.
Summary of Opinion of the Independent Appraiser
A. Summary of Business Valuation
Identity of the Valuer
KJPP Ruky, Safrudin dan Rekan has a business license from the Ministry of Finance of the Republic
of Indonesia No. 2.11.0095 based on the Decree of the Minister of Finance of the Republic of
Indonesia No. 1131/KM.1/2011 dated October 14, 2011 and registered as capital market supporting
professional in OJK according to Registered Letter of Capital Market Supporting Professional
(Business Valuer) No. STTD.PB-23/PJ-1/PM.02/2023.
Object of Valuation
Object of this valuation is the company’s Service Business that will be transferred as of 31 December
2023.
Valuation Purpose
The purpose of the valuation is to conduct business valuation for transactions in public companies.
Assumptions and Disclaimer Limitations
Assumptions
This Valuation Report is a non-disclaimer opinion, we have reviewed the documents used in the
process of preparing the valuation, data and information obtained from both management of the
Company and other reliable sources that can be trusted for accuracy.
This valuation was prepared using financial projections provided by management that reflects the
fairness of its achievability.
We are responsible for the valuation process and in our opinion that the financial projections are
reasonable. However, we are not responsible for its achievability.
We are responsible for opinion and Valuation Conclusion.
We have obtained information on the legal status of the Valuation Object from the Company
Disclaimers Limitations
This valuation is prepared based on the integrity of the information and data. In preparing this
valuation, we have relied and based on the information and data prepared by management of the
Company, which we deem to be true, complete, reliable and not misleading.
We do not conduct audit or due diligence on explanation or data given by management of the
Company, both verbally and written, hence we shall not be liable for the correctness and
completeness of such information or explanation.
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As a basis for us to conduct analysis in the Valuation, we use the data as listed in the Data Sources
and Information section as material for review, calculation and analysis.
Any changes to the aforementioned data may materially affect the results of our Valuation.
Therefore, we cannot accept responsibility for the possibility of differences in conclusions due to
such changes in data.
This assessment is prepared only by considering the viewpoint of the Company's shareholders and
does not consider the viewpoints of other stakeholders and other aspects.
The World Health Organization (WHO) has officially announced that the Coronavirus disease
(COVID-19) outbreak is a global pandemic and has spread to almost all over the world including
Indonesia. This was announced on Wednesday night (11/3/2020) as reported on the official WHO
website through a press conference at WHO headquarters in Geneva.
On December 30, 2022, the government officially lifted the Enforcement of Community Activity
Restrictions ("PPKM") throughout Indonesia and on June 21, 2023, the government decided to
revoke the pandemic status and we began to enter the endemic period.
COVID-19 pandemic indirectly affected global and Indonesia economy, and subsequently would
affect companies' business operation in Indonesia.
Indonesia's economic conditions or economic growth after the COVID-19 pandemic are influenced
by the global economy and national macroeconomic policies.
The Valuation is prepared by taking into account market and economic conditions, general business
and financial conditions, and government regulations on the date this Valuation is issued.
This Valuation is conducted only for the valuation purpose as described above.
We consider that since the valuation date until the issuance of the valuation report there have been
no material extraordinary events, both macro-economically and industrially, presently or in the
future, which could affect the Company's business and the Company's business plan and budget.
We hereby declare that our assignment does not include analyzing transactions outside the
Valuation Purpose that may be available to the Company and the effects of these transactions on
the Valuation Purpose, and is also not an analysis of the most likely and optimal use of the Valuation
Purpose.
We would like to emphasize that the result of our analysis and review is spesifically limited to
financial aspects of the Proposed Transaction. We do not research over the legality of the Proposed
Transaction in term of legal and tax aspects of implication of the Proposed Transaction, because it
is outside the scope of our assignment.
The use of part or all of the report must obtain approval from the Company’s management
considering the possibility of confidential information and may affect the competition and the
Company’s operations.
Considering that there is a possibility of a time difference from the date of this report and the
implementation of the Proposed Transactions, the conclusion of the fairness report that is informed
above, only applies if there are no significant changes that will have a material impact on the
fairness of the Proposed Transactions. These changes include changes both internally at each
company and externally covering: market and economic conditions, general business and financial
conditions, as well as Indonesian government regulations after the issuance date of this report. If
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after the issuance date of this report, the above changes occur, then the fairness opinion on this
Proposed Transactions may differ.
The denomination of business value is stated in Rupiah based on the understanding that the
Company's Service Business Financial Statements are in Rupiah. The review, calculation, and
analysis are based on the data and information provided by the management of the Company as
stated in Data and Information Sources.
We have further relied upon the representation letter from Company’s management to provide the
valuation, that they have provided all important and relevant information related to the Proposed
Transaction and they believed there were no material facts provided to us incomplete or
misleading.
Valuation Approach and Methodology
We applied 2 (two) approaches to value the the company’s Service Business, income approach using
Discounted Cash Flow (DCF) with Free Cash Flow to the Firm (FCFF) and market approach using
Guideline Publicly Traded Company Method (GCM).
Valuation Conclusion
Using DCF method from income approach and GCM from market approach, we are in our opinion
that the Market Business Value of the company’s Financial Division as of 31 December 2023 is
amounted to Rp4.868.000.000,00 (rounded).
B. Summary of Fairness Opinion
Identity of the Valuer
KJPP Ruky, Safrudin dan Rekan has a business license from the Ministry of Finance of the Republic
of Indonesia No. 2.11.0095 based on the Decree of the Minister of Finance of the Republic of
Indonesia No. 1131/KM.1/2011 dated October 14, 2011 and registered as capital market supporting
professional in OJK according to Registered Letter of Capital Market Supporting Professional
(Business Valuer) No. STTD.PB-23/PJ-1/PM.02/2023.
Object of The Fairness Opinion Analysis
The object of fairness analysis is the Company plan to transfer Business Services to PMSISC including
(i) transferring 6 (six) local employees of the Company to PMSISC; and furthermore, with the
effective transfer of business for services to PMSISC, (ii) PMSISC will provide services to the
Company and its subsidiaries, and at the same time, (iii) the Company will continue to provide
management services, personnel, legal, information system and general and administrative services
(but not including Services).
The Purpose of This Fairness Opinion
The purpose of this Fairness Opinion report is to provide opinion on the fairness of the Company
plan to transfer Business Services to PMSISC including (i) transferring 6 (six) local employees of the
Company to PMSISC; and furthermore, with the effective transfer of business for services to
PMSISC, (ii) PMSISC will provide services to the Company and its subsidiaries, and at the same time,
(iii) the Company will continue to provide management services, personnel, legal, information
system and general and administrative services (but not including Services), as outlined in this
report in order to comply with POJK 42/2020, not for taxation purpose, banking and not for other
forms of transaction plan.
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Assumptions and Disclaimer Limitations
Laporan Pendapat Kewajaran ini disusun dengan menggunakan Inkremental Proyeksi Keuangan
yang disiapkan oleh manajemen Perseroan dengan mencerminkan kewajaran proyeksi dan
kemampuan pencapaiannya (fiduciary duty).
This Fairness Opinion Report is a non-disclaimer opinion, we have reviewed the documents used in
the process of preparing the fairness opinion, data and information obtained from both
management of the Company and other reliable sources that can be trusted for accuracy.
This Fairness Opinion Report has been prepared using Incremental Financial Projection provided by
management of the Company by reflecting the fairness of the projections and the ability to achieve
them (fiduciary duty).
This fairness opinion is prepared based on the integrity of the information and data. In preparing
this fairness opinion, we have relied and based on the information and data prepared by the
Company’s management, which we deem to be true, complete, reliable and not misleading.
Methodology for Fairness Analysis
In evaluating the fairness of the Proposed Transactions, we used the following methodology
analysis:
1. Proposed Transactions Analysis: identification of parties involved in the Proposed
Transactions, and analysis of benefit and risk of the Proposed Transactions;
2. Qualitative analysis: analysis of background of the Proposed Transactions, brief explanation
of the Company and business activities, industry analysis, operational analysis, business
prospect, advantages and disadvantages of the Proposed Transactions;
3. Quantitative analysis: historical analysis, analysis of proforma financial statements, and
incremental financial projections analysis;
4. Analysis of other relevant factors, in the form of analysis of relevant costs and revenues,
relevant non-financial information that can provide confidence in providing a fairness opinion;
5. Analysis on the Fairness of the Proposed Transactions Price;
Fairness Opinion of the Transactions
By considering the fairness analysis of the Proposed Transactions which includes analysis of the
Proposed Transactions, qualitative analysis and quantitative analysis, analysis of the fairness of the
transaction price and other relevant factors, in RSR's opinion, the Proposed Transactions are fair.
IV. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
In connection with the Transaction, the Board of Directors and the Board of Commissioners of the
Company declare that, after conducting a reasonable examination and to the best of their knowledge and
belief, all material information has been disclosed in this Disclosure of Information and such information
is not misleading.
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V. ADDITIONAL INFORMATION
Shareholders who have questions about this Disclosure of Information or who wish to have additional
information are invited to contact:
The Corporate Secretary and Investor Relations
PT HANJAYA MANDALA SAMPOERNA Tbk.
One Pacific Place, 18th Floor,
Sudirman Central Business District,
Jl. Jend. Sudirman Kav. 52-53,
Jakarta 12190, Indonesia
Telephone: 021 – 515 1234
Facsimile: 021 – 515 2234
Jakarta, July 2, 2024
The Board of Directors of the Company
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Names mentioned 37 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×5
unresolved
org
Bapepam
p.2 ×4
unresolved
org
KJPP Ruky
p.2 ×3
unresolved
org
Safrudin & Rekan
p.2 ×2
unresolved
org
Philip Morris International Inc.
p.3
unresolved
org
PT Philip Morris Sampoerna International Service Center
p.3
unresolved
org
PT Philip Morris Sampoerna International Service Center Information
p.5
unresolved
org
PT Philip Morris Sampoerna International Service Center PMSISC
p.5
unresolved
person
Dorothea Nawang Wulan
· Notaris
p.5
unresolved
org
Minister of Law and Human Rights
p.6 ×2
unresolved
—
PMID
p.6
unresolved
org
Park Tobacco Limited
p.6
unresolved
person
Anwar Mahajudin
· Notaris
p.6
unresolved
org
Minister of Justice
p.6
unresolved
person
Notary Aulia Taufani
p.6
unresolved
person
Aryanti Artisari
· Notaris
p.7
unresolved
org
Safrudin dan Rekan
p.8 ×2
unresolved
org
Ministry of Finance
p.8 ×2
unresolved
org
Minister of Finance
p.8 ×2
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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confidence 0.091
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'reference_period': '',
'requires_rups': None,
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