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20240621_TOWR_Laporan Informasi dan Fakta Material_31663791_lamp2.pdf
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REVISION TO INFORMATION DISCLOSURE TO SHAREHOLDERS OF
PT SARANA MENARA NUSANTARA TBK
IN CONNECTION WITH THE PROPOSED TRANSFER OF TREASURY
SHARES RESULTING FROM THE COMPANY’S SHARES BUYBACK
PROGRAM BY ESTABLISHING AND IMPLEMENTING THE
MANAGEMENT AND EMPLOYEE STOCK OWNERSHIP PROGRAM
(“INFORMATION DISCLOSURE”)
The Board of Directors and Board of Commissioners of the Company, individually or
collectively, are solely responsible for the accuracy and completeness of the information as
disclosed in this Information Disclosure, and after conducting reasonable and comprehensive
review, confirm that to best of their knowledge and belief, the information contained in this
Information Disclosure is correct and that there are no material and relevant information or
facts that are not disclosed or omitted, rendering the information provided in this Information
Disclosure inaccurate and/or misleading.
PT Sarana Menara Nusantara Tbk.
Domiciled at Kudus, Indonesia
(the “Company”)
Business Activities:
Other Management Consultancy Services, Holding Company Activities and Central
Telecommunication Construction
Head Office Branch Office
Jl. Jend. A.Yani No. 19 A Menara BCA, 55th floor
Panjunan Subdistrict, Kota Kudus District Jl. M.H. Thamrin No. 1
Kudus Regency – 59317 Jakarta 10310, Indonesia
Central Jawa, Indonesia Tel. (62-21) 2358 5500
Tel. (62-291) 431691 Fax. (62-21) 2358 6446
Fax. (62-291) 431718
Website: www.ptsmn.co.id
Email: investor.relations@ptsmn.co.id
This Information Disclosure is conveyed to the Shareholders of the Company in connection
with the Company's plan to transfer the treasury shares resulting from the Company’s Buyback
Program by establishing and implementing the Management and Employee Stock Ownership
Program (“MESOP II Program ”).The implementation of the MESOP II Program will not dilute
the shares’ ownership of the Company's shareholders.
This Information Disclosure is issued on 21 June 2024
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I. INTRODUCTION AND BACKGROUND OF THE SHARES BUYBACK TO BE
TRANSFERRED
A. INTRODUCTION
The Company refers to Article 25 letter (d) of OJK Regulation Number
29/POJK.04/2023 ("OJK Regulation 29/2023"), and hereby submits a revision of
Information Disclosure in connection with the plan to transfer treasury shares
resulting from the share buyback program by establishing and implementing the
Management and Employee Stock Ownership Program, which was previously
publicized on May 13, 2024. The Company revises Part V as indicated in this
Information Disclosure to give management the authority to consider the Company's
most recent performance and the movement of the Company's share price before the
implementation of the MESOP II Program. The entire Information Disclosure
following the amendment is as indicated in this Information Disclosure
B. BACKGROUND
The Shares Buyback Program (as defined below), at the time was implemented
taking into account the Company’s Cashflow, debt leverage ratio and the value of the
Company’s shares in comparison to the value of shares in other similiar companies
in the same industry.
Furthermore, the following are the detailed information regarding the implementation
of the Shares Buyback Program, as well as the plan to implement the transfer of
treasury shares resulting from the Shares Buyback Program through MESOP II
Program:
1. EGMS Approval Dates : (i) Extraordinary General Meeting of
Shareholders on 10 August 2018 in
connection with the Company’s 2018
Shares Buyback (”2018 Shares
Buyback Program”); dan
(ii) Extraordinary General Meeting of
Shareholders on 5 Mei 2020 in
connection with the Company’s 2020
Shares Buyback (”2020 Shares
Buyback Program” and collectively with
2018 Shares Buyback Program will be
referred to as ”Shares Buyback
Program”);
2. Share Buyback : (i) 2018 Shares Buyback Program: August
Implementation Period 10, 2018 to February 10, 2020; and
(ii) 2020 Shares Buyback Program: May 5,
2020 to November 5, 2021.
3. Realization of Shares : (i) Total shares that has been repurchased
Buyback by the Company in 2018 Shares
Buyback Program is 809,296,100 shares
or representing approximately 1.6% of
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the current Issued and Paid-Up Capital
of the Company; and
(ii) Total shares that has been repurchased
by the Company in 2020 Shares
Buyback Program is 406,389,100 shares
or representing approximately 0.8% of
the current Issued and Paid-Up Capital
of the Company.
Therefore, the Company has
repurchased 1,215,685,200 shares or
representing approximately 2.4% of the
current Issued and Paid-Up Capital of
the Company.
4. Source of Shares : MESOP II Program will be implemented
Buyback to be through the transfer of the MESOP II
Transferred Program Treasury Shares Transfer (as
defined and specified in number 5 and
number 6 below).
5. Deadline for : Pursuant to Financial Services Authority
Transfering he the Regulation Number 30/POJK.04/2017
Shares Buyback (”OJK Regulation 30/2017”) jo. Article
14 of OJK Regulation 29/2023, the
period for transferring shares resulting
from the 2018 Shares Buyback Program
and 2020 Shares Buyback Program is
starting from the completion of the
Shares Buyback Period (as outlined in
number 2 above) until, respectively, no
later than February 10, 2026 and
November 5, 2027.
Regarding the total shares repurchased
by the Company in the Shares Buyback
Program as referred to in number 3
above, we hereby inform that the
Company intends to transfer all of its
treasury shares, through the MESOP I
Program and MESOP II Program.
Previously, the Company obtained the
approval from the Extraordinary General
Meeting of Shareholders of the
Company on 31 May 2021 which
approved the transfer of a maximum
310,000,000 shares or representing
approximately 0.6% of the current Issued
and Paid-Up Capital of the Company
through the Management and Employee
Stock Ownership Program I (”MESOP I
Program”), where as of the date of this
Information Disclosure, 101,800 shares
had been transferred to the the MESOP I
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Program Participants, while the
remaining treasury shares of
309,898,200, were included in the
MESOP I Program, but had not yet been
transferred to the MESOP I Program
participant (”MESOP I Program
Treasury Shares”).
6. Number of Shares to : The number of treasury shares to be
be Transferred transferred through MESOP II Program
is all of treasury shares of the Company
as of the date of this Information
Disclosure, less the MESOP I Program
Treasury Shares, which is maximum of
905,685,200 shares representing
approximately 1.8% of the current Issued
and Paid-Up Capital of the Company
(”MESOP II Program Treasury
Shares”).
II. PURPOSE OF THE MESOP PROGRAM
The Company refers to: (a) Article 21 of OJK Regulation No. 29/2023, where the shares
resulting from the buyback can be transferred, among others, by implementation of a share
ownership program by employees and/or directors and board of commissioners; and (b)
Article 49 of OJK Regulation No. 29/2023, where a Public Company which (i) has obtained
GMS approval on the shares buyback; and/or (ii) within the time for the transfer of shares
resulting from the shares buyback, prior to the enactment of OJK Regulations No. 29/2023,
is still subject to the provisions set on OJK Regulation No. 30/2017.
On the date of this Information Disclosure, the treasury shares that will be transferred
through MESOP I Program and MESOP II Program resulting from the Shares Buyback
Program, which received approval from the Company’s Extraordinary General Meeting of
Shareholders in 2018 and 2020 (prior to the enactment of OJK Regulation No. 29/2023), and
in connection with this, we understand that the proposed transfer of the treasury shares
(through MESOP I Program and MESOP II Program) is still within the period for
implementation the transfer of shares resulting from the buyback (as outlined in number 5
above, i.e. prior to the enactment of OJK Regulation No. 29/2023), in accordance to the
provisions under OJK Regulation No. 30/2017 jo Article 49 of OJK Regulation No. 29/2023.
The Company hereby informs the shareholders that it intends to establish a MESOP II
Program in order to transfer the MESOP II Program Treasury Shares, a maximum of
905,685,200 shares representing approximately 1.8% of the current Issued and Paid-Up
Capital of the Company to the Program Participants (as defined below).
The Company believes that the hard work and dedication of its employees, Directors, and
Board of Commissioners have contributed to the Company's business development and
performance achieves to date. To ensure the Company's business sustainability, the
Company continues to prioritize steps that may improve the performance of the Company's
employees, Directors, and Board of Commissioners, which is expected to be the primary
driver of increasing the Company's business performance and value. The MESOP II
Program that will be established is expected to be in line with the objectives mentioned
above, particularly in terms of attracting, retaining, motivating, and incentivizing employees,
Directors, and Commissioners of the Company in order to achieve the Company's long-term
and sustainable goals.
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Considering that the MESOP II program will be carried out by transferring the treasury
shares of the Company, therefore, the implementation of the MESOP II Program will not
dilute the share ownership of existing shareholders of the Company, because the shares
that will be included in the MESOP II Program are not newly issued shares from the
Company’s portofolio.
III. REQUIREMENTS FOR EMPLOYEES, DIRECTORS AND/OR BOARD OF
COMMISSIONERS THAT ARE ENTITLED TO RECEIVE SHARES
MESOP II Program is an offering program for employees, member of the Board of Directors
and/or member of the Board of Commissioners (excluding Independent Commissioners) of
the Company and/or Subsidiaries of the Company who have served the Company for at
least three (3) months at the time of the implementation of the MESOP II Program and meet
other requirements as determined by the Board of Directors (“Program Participants”). For
the purposes of this Information Disclosure, Subsidiaries include companies whose shares
are owned directly or indirectly by the Company and consolidates its financial statements
with the Company.
IV. EXERCISE PERIOD OF MESOP PROGRAM
MESOP II Program will be carried out in stages and completed at the latest on November 5,
2027, with the details of implementation stages to be determined by the Board of Directors of
the Company.
V. EXERCISE PRICE OR METHOD OF CALCULATION OF EXERCISE PRICE OF
SHARES
The Exercise Price of the MESOP II Program will be determined by the Board of Directors
using a calculation method based on the average of the closing price daily trading of the
Company’s shares on the Indonesian Stock Exchange for the last 30 days prior to the
scheduled implementation of the MESOP II Program, with a certain discount applied. The
final exercise price and the amount to be paid by Program Participants, including the final
discount rate will be determined by the Board of Directors of the Company after consulting
with PT Sapta Adhikari Investama as the controlling shareholder of the Company, and taking
into account suggestions and/or input from Nomination and Remuneration Committee of the
Company.
VI. CAPITAL STRUCTURE PROFORMA BEFORE AND AFTER THE MESOP
PROGRAMEXERCISE PERIOD
No. Capital & Shares Shares Amount
1. Issued and Paid-Up Capital 51,014,625,000
2. Treasury Shares (prior to the implementation of 1,215,583,400
MESOP II Program )
(a) MESOP I Program Treasury Shares 309,898,200*
(b) MESOP II Program Treasury Shares 905,685,200
3. Treasury Shares (after the implementation of MESOP 0
I Program and MESOP II Program)
*) of the total 310,000,000 shares, 101,800 shares have been transferred to the program participants
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VII. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (EGMS)
In connection with the plan to form and implement MESOP II Program as described in this
Information Disclosure, the Company intends to obtain approval from the shareholders of the
Company at the EGMS which will be convened on Wednesday, June 26, 2024. The EGMS
will be conducted in accordance with the provisions of the Financial Services Authority
Regulation No. 15/POJK.04/2020 on the Planning and Holding General Meeting of
Shareholders of Public Companies, and the Company’s Articles of Associations.
TIMETABLE OF THE EGMS
Announcement of the EGMS May 13, 2024
Date of Shareholders Register who will be authorized to attend the
May 27, 2024
EGMS
Invitation for EGMS May 28, 2024
EGMS June 26, 2024
The Company’s Shareholders who require additional information regarding the matters
disclosed within this Information Disclosure may contact the Corporate Secretary of the
Company during business days and hours at the following correspondence address:
PT SARANA MENARA NUSANTARA TBK.
Branch Office
Menara BCA, Lantai 53
Jl. M.H. Thamrin No. 1
Jakarta 10310, Indonesia
Tel. (62-21) 2358 5500
Fax. (62-21) 2358 6446
Website: www.ptsmn.co.id
Email: investor.relations@ptsmn.co.id
U.p. Corporate Secretary
Jakarta, June 21, 2024
Board of Directors of The Company
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PT Sapta Adhikari Investama
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