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20240513_TOWR_Laporan Informasi dan Fakta Material_31638381_lamp3.pdf
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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 May 13, 2024
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I. BACKGROUND OF THE SHARES BUYBACK TO BE TRANSFERRED
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 10, 2018 to
Implementation Period: 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 by the
Buyback Company in 2018 Shares Buyback Program is
809,296,100 shares or representing approximately
1.6% of 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 Buyback : MESOP II Program will be implemented through the
to be Transferred transfer of the MESOP II Program Treasury Shares
Transfer (as defined and specified in number 5 and
number 6 below).
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5. Deadline for Transfering he : Pursuant to Financial Services Authority Regulation
the Shares Buyback Number 30/POJK.04/2017 (”OJK Regulation
30/2017”) jo. Article 14 of Financial Services Authority
Regulation Number 29/POJK.04/2023 (”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 the EGMS Approval
Date (as outlined in number 1 above) 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 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 be : The number of treasury shares to 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.
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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.
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 price of the closing price daily trading of
the Company’s shares on the Indonesian Stock Exchange for the last 30 days prior to the
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scheduled implementation of the MESOP II Program, with a maximum discount of 50%. 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
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, May 13, 2024
Board of Directors of The Company
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PT Sapta Adhikari Investama
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