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20240412_NETV_Transaksi Material Tanpa Persetujuan RUPS_31626081_lamp2.pdf
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DISCLOSURE OF INFORMATION TO THE PUBLIC REGARDING MATERIAL
TRANSACTIONS OF PT NET VISI MEDIA TBK. ("COMPANY")
THIS DISCLOSURE OF INFORMATION TO THE PUBLIC ("DISCLOSURE OF
INFORMATION") IS SUBMITTED IN ORDER TO COMPLY WITH THE PROVISIONS OF
FINANCIAL SERVICES AUTHORITY ("OJK") REGULATION NO. 17/POJK.04/2020 ON
MATERIAL TRANSACTIONS AND CHANGES OF BUSINESS ACTIVITIES ("POJK 17/2020").
IF YOU HAVE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION CONTAINED IN
THE AMENDMENT AND/OR SUPPLEMENT TO THIS DISCLOSURE OR ARE IN DOUBT IN
MAKING A DECISION, YOU SHOULD CONSULT WITH A SECURITIES BROKER,
INVESTMENT MANAGER, LEGAL ADVISOR, ACCOUNTANT OR OTHER PROFESSIONAL
ADVISOR.
PT NET VISI MEDIA TBK.
Domiciled in South Jakarta
Business Activities
Media Industry, in this case Management (Artists), Television Broadcasting and Production
House, Digital Media through Subsidiary Companies
Head Office
Graha Mitra 4th Floor
Jl. Jend. Gatot Subroto Kav. 21
RT 003, RW 002, Karet Semanggi, Setiabudi, South Jakarta 12930
Tel. (62-21) 5050-6100
Fax. (62-21) 2954-6200
Email : corporate.secretary@netvisimedia.co.id
Website : www.netvisimedia.co.id
This Disclosure of Information is published on 12 April 2024
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I. INTRODUCTION
PT Net Mediatama Televisi ("NMT"), one of the Controlled Companies of the Company as defined
in POJK 17/2020, signed Deed of Amendment and Restatement of Credit Facility Agreement No.
101 dated 29 January 2020 made before Yulia, S.H., a Notary in South Jakarta, and lastly amended
by the Third Amendment to the Amendment and Restatement of Credit Facility Agreement dated 27
March 2023 ("NMT Credit Facility"). The Company and NMT intend to settle all outstanding debts
and obligations of NMT to Newton Capital Ltd ("Newton") under the NMT Credit Facility, by way of
the Company (as the borrower) and Newton (as the lender) have entered into a Loan Agreement
dated 5 April 2024 in the amount of Rp882,596,455,151.88 (eight hundred eighty-two billion five
hundred ninety-six million four hundred fifty-five thousand one hundred fifty-one point eighty-eight
Rupiah) (the "Newton Company Loan") that is purposed for the advance payment of capital
injection by the Company into NMT, which will then be used exclusively by NMT for the repayment
of all debts and obligations of the same amount, i.e. Rp882,596,455,151.88 (eight hundred eighty-
two billion five hundred ninety-six million four hundred fifty-five thousand one hundred fifty-one point
eighty-eight Rupiah), owed by NMT to Newton under the NMT Credit Facility. The advance payment
of the capital injection of the Company into NMT in the amount of Rp882,596,455,151.88 (eight
hundred eighty-two billion five hundred ninety-six million four hundred fifty-five thousand one
hundred fifty-one point eighty-eight Rupiah) will be recorded as an increase of the Company's capital
in NMT.
Through this Disclosure of Information, the Company explains that:
1. Newton is not an Affiliate of the Company.
2. Based on the Company's Financial Statements as of 31 December 2023 audited by Public
Accounting Firm Teramihardja, Pradhono & Chandra, the Company is recorded as having
of: (i) negative net working capital of Rp1,184,259,027,170 (one trillion one hundred eighty-
four billion two hundred fifty-nine million twenty-seven thousand one hundred seventy
Rupiah), (ii) negative equity of Rp728,475,759,863 (seven hundred twenty-eight billion four
hundred seventy-five million seven hundred fifty-nine thousand eight hundred sixty-three
Rupiah), and (iii) total assets of Rp1,215,005,762,743 (one trillion two hundred fifteen billion
five million seven hundred sixty-two thousand seven hundred forty-three Rupiah).
3. Newton Company Loan is a transaction ("Transaction"), which constitute a Material
Transaction as referred to in Article 3 (3) of POJK 17/2020, with a transaction value of more
than 10% of the Company's total assets based on the Company's Financial Statements as
of 31 December 2023 and audited by the Public Accounting Firm Teramihardja, Pradhono
& Chandra, with an amount of 72.6% (seventy two point six percent) of the Company's total
assets.
Considering that the Company has negative working capital and negative equity, to perform the
Transaction, the Company is not required to obtain approval from the General Meeting of
Shareholders or use an appraiser to determine the fair value of the object and/or fairness of the
Transaction as regulated in POJK 17/2020 (vide Article 11 (g) of POJK 17/2020), but the Company
still has the obligations to: (i) announce the Disclosure of Information to the public regarding the
Transaction, (ii) submit the Disclosure of Information along with the supporting documents to OJK,
and (iii) report the implementation results of the Transaction in the Company's annual report.
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II. DESCRIPTION OF THE TRANSACTION
A. The Parties in the Transaction
1. The Company
a. General
The Company, domiciled in South Jakarta, is a public company established based
on the laws of Indonesia. The Company was first established under the name of PT
Putra Insan Permata based on the Deed of Establishment No. 8 dated 23 July 2004,
made before Hasbullah Abdul Rasyid, S.H., M.Kn., a Notary in Jakarta and
approved by the Minister of Law and Human Rights of the Republic of Indonesia
("MOLHR") No. C-22196 HT.01.01.TH.2004 dated 3 September 2004 ("Company
Deed of Establishment"). Based on Deed of Shareholders Resolutions No. 121
dated 23 March 2017, made before Ardi Kristiar, S.H., M.B.A., the substituting
Notary for Yulia, S.H., a Notary in South Jakarta, the Company changed its name
from PT Putra lnsan Permata to PT Net Visi Media, as approved by the MOLHR
based on Decree No. AHU-0007113.AH.01.02.TAHUN 2017 dated 23 March 2017.
The Company Deed of Establishment was lastly amended based on Deed of
Resolutions of the Board of Commissioners No. 67 dated 24 February 2022, made
before Yulia, S.H., a Notary in South Jakarta as notified to the MOLHR pursuant to
Letter of Receipt of Notification of Amendment of Articles of Association No. AHU-
AH.01.03-0148827 dated 8 March 2022 ("Company's Articles of Association").
The following are the Company's contact details:
Address : Graha Mitra 4th Floor, Jl. Jend. Gatot Subroto Kav. 21, RT
003, RW 002, Karet Semanggi, Setiabudi, South Jakarta
12930
Phone No. : (62-21) 5050-6100
Facsimile No. : (62-21) 2954-6200
Email address : corporate.secretary@netvisimedia.co.id
Based on Article 3 of the Company's Articles of Association, the purposes and
objectives of the Company are as follows:
Main business activities:
(i) Other consulting management activities
(ii) Holding company activities
(iii) Other professional, scientific and technical activities not classifiable
elsewhere
Supporting business activities:
(i) Creative art performance
(ii) Operate as an agent or sponsor of individual artists and theater performers
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b. Capital Structure and Shareholding
Based on the Company's Articles of Association and the Company's Register of
Shareholders dated 31 March 2024, the latest capital structure and shareholder
composition of the Company are as follows:
Share capital with par value of Rp100 per share
Number of Shares Nominal Value (IDR) %
Authorized Capital 65,000,000,000 6,500,000,000,000
Issued and Fully Paid-up
Capital
PT Indika Inti Holdiko 1,803,345,894 180,334,589,400 7.69
PT Semangat Bambu 2,045,780,331 204,578,033,100 8.72
Runcing
PT Sinergi Lintas Media 16,751,872,184 1,675,187,218,400 71.43
Public (<5% each) 2,852,178,831 285,217,883,100 12.16
Total Issued and Fully 23,453,177,240 2,345,317,724,000 -
Paid-up Capital
Number of Shares in 41,546,822,760 4,154,682,276,000
Portfolio -
c. Management and Supervision
Based on Deed of Restatement of Meeting Resolutions No. 74 dated 19 June 2023,
made before Yulia, S.H., a Notary in South Jakarta as notified to the MOLHR based
on the Letter of Receipt of Notification of Company Data Change No. AHU-
AH.01.09-0130560 dated 22 June 2023, the current composition of the Company's
Board of Directors and Board of Commissioners is as follows:
Board of Commissioners
President Commissioner : Lie Halim
Commissioner : Rachmat Nugroho
Independent Commissioner : Clifford David Rees
Directors
President Director : Deddy Hariyanto
Director : Azuan Syahril
Director : Fendy Nagasaputra
Director : Ferry
Director : Sambodo
Director : Surya Hadiwinata
2. Newton Capital Ltd
a. General
Newton Capital Ltd has its address at Kingston Chambers, PO Box 173, Road
Town, Tortola, British Virgin Islands as a company incorporated under the laws of
the British Virgin Islands pursuant to its Memorandum and Articles of Association
dated 28 November 2023, with a registration number of 2137003.
The following are Newton's contact details:
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Address : 182 Cecil Street #17-01, Frasers Tower, Singapore 069547
Phone No. : +65 6212 2166
Facsimile No. : -
: randall@indiescp.com
Email address
rdemsy@indiescp.com
hkusuma@indiescp.com
newton@indiescp.com
Newton's business activities are investment companies.
b. Capital Structure and Shareholding
Newton's capital and shareholder structure is as follows:
Shareholders Number of Shares (Common %
Shares)
Paloma Capital Ltd 1 100
c. Management and Supervision
The composition of Newton's management and supervisory is as follows:
Director : Neil Colin Gray
B. Transaction Object
The object of the Transaction is the Newton Company Loan with the details as follows:
a. The terms and conditions of the loan based on the Loan Agreement entered into by
the Company and Newton on 5 April 2024:
(i) Parties:
• Newton as the lender
• The Company as the borrower
(ii) Loan Value:
The total loan amount is Rp882,596,455,151.88 (eight hundred eighty-two
billion five hundred ninety-six million four hundred fifty-five thousand one
hundred fifty-one point eighty-eight Rupiah).
(iii) Loan Interest:
The loan is interest-free.
(iv) Loan Term:
The loan will be due in the sixth month after 5 April 2024. Nonetheless, if
the Company opts to settle the loan by way of non-cash settlement, the
Company has time to settle the loan on the twelfth month after 5 April 2024.
(v) Collateral:
The Company as the borrower does not provide collateral for the Newton
Company Loan.
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(vi) Matters that are prohibited to be done without prior approval from Newton:
There are no provisions that require the Company to obtain prior approval
from Newton to take certain actions that are material to the Company.
b. Nature of Affiliate Relationship
Newton is not an Affiliate of the Company.
C. Transaction Value
The total value of the Transaction is Rp882,596,455,151.88 (eight hundred eighty-two billion
five hundred ninety-six million four hundred fifty-five thousand one hundred fifty-one point
eighty-eight Rupiah).
III. EXPLANATION, CONSIDERATION AND REASONS FOR THE TRANSACTION AND
THE IMPACT OF THE TRANSACTION ON THE COMPANY'S FINANCIAL CONDITION
A. Explanation, Consideration and Reason for Transaction
In consideration that NMT has an obligation to repay not less than Rp882,596,455,151.88
(eight hundred eighty-two billion five hundred ninety-six million four hundred fifty-five
thousand one hundred fifty-one point eighty-eight Rupiah) before the end of April 2024
under the NMT Credit Facility, the Company has entered into the uncollateralized Newton
Company Loan, which gives the Company more time and flexibility to prepare and execute
corporate actions that are possible and necessary to settle the Newton Company Loan by
prioritizing the best interests of the Company, and all other stakeholders, including the public
shareholders of the Company, without interest.
B. Impact of the Transaction on the Company's Financial Condition
In comparison to the NMT Credit Facility, the Newton Company Loan is non-interest
bearing, and therefore lessen the cost of financing on the Company as a group.
IV. STATEMENT OF THE DIRECTORS AND BOARD OF COMMISSIONERS
1. The Board of Directors and Board of Commissioners of the Company stated that the
Transaction is not an Affiliated Transaction and the Transaction does not contain a Conflict
of Interest as referred to in OJK Regulation No. 42/POJK.04/2020 regarding Affiliated
Transactions and Conflict Of Interest Transactions.
2. The Board of Directors and Board of Commissioners of the Company are responsible for
the accuracy of all information contained in this Disclosure of Information, and after
conducting careful examination on the information available in connection with the
Transaction, hereby declare that to the best of the knowledge and belief of the Board of
Directors and Board of Commissioners of the Company, there is no other important and
material information related to the Transaction that is not disclosed in this Disclosure of
Information which may cause this Disclosure of Information to be untrue and/or misleading.
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V. ADDITIONAL INFORMATION
If the shareholders require further information, they may contact the Company at the following
address:
PT NET VISI MEDIA TBK.
Head Office
Graha Mitra 4th Floor
Jl. Jend. Gatot Subroto Kav. 21
RT 003, RW 002, Karet Semanggi, Setiabudi, South Jakarta 12930
Tel. (62-21) 5050-6100
Fax. (62-21) 2954-6200
Email : corporate.secretary@netvisimedia.co.id
Website : www.netvisimedia.co.id
Sincerely,
Board of Directors of the Company
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Names mentioned 23 people and organisations named in the text · linked when the evidence is strong
unresolved
org
NET VISI MEDIA TBK.
p.1 ×6
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1
unresolved
person
Yulia
· Notaris
p.2 ×6
unresolved
org
PT Putra Insan Permata
p.3
unresolved
person
Hasbullah Abdul Rasyid
· Notaris
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
person
Ardi Kristiar
p.3
unresolved
org
PT Putra
p.3
unresolved
org
General Newton Capital Ltd
p.4
unresolved
org
Paloma Capital Ltd
p.5
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12 Sep 2026 23:05
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