DISCLOSURE OF INFORMATION

PT KABELINDO MURNI Tbk.

In compliance with BAPEPAM-LK (Indonesia Capital Market and Financial

Institution Supervisory Agency) Regulation No. IX.E.1 regarding Affiliated
Transactions and Conflict of Interests in Certain Transactions

Main Business
Manufacturer of electric and phone cables, as well as cabling equipment

Located and headquartered in East Jakarta, Indonesia

Main Office
Jl. Rawa Girang No. 2
Pulogadung Industrial Estate, Jakarta 13930, Indonesia
Tel: (021) 460 9065, 460 9550 | Fax: (021) 460 9064, 460 4271
Website: www.kabelindo.co.id

Re: Affiliated Transactions Information Disclosure of the assignment of

PT Hotelindo Murnis share owned by PT Kabelindo Murni Tbk. to Buyer.

This disclosure of information was published on June 10, 2016

CONTENTS
PAGE
CONTENTS

GLOSSARY

2-3

I.

INTRODUCTION

II.

INFORMATION ABOUT THE TRANSACTION

A.
B.
C.
D.

The Background and Reasons for Transaction

Company Structure Before and After Transaction
Benefits of the Transaction for Company
Transaction Explained

5
6
6
7-11

III. EXPLANATION AND REVIEWING THE FACTORS AND

CONSIDERATIONS BEHIND DIVESTMENT TRANSACTION,
COMPARING IT TO THE SAME TRANSACTION WITH
A DIFFERENT AFFILIATED PARTY

12

IV. THE FINANCIAL IMPACTS ON THE COMPANY CAUSED BY

THE DIVESTMENT TRANSACTION
V.

13

SUMMARY OF APPRAISAL FIRM HERLY, ARIAWAN &

REKANS REPORT OF SHARE APPRAISAL AND
DIVESTMENT TRANSACTIONS FAIRNESS OPINION
A.

The Appraisers

16

B.

Summary of Equity/Share Appraisal Report

16

C.

Summary of Fairness Opinion from Transaction Plan

17-18

VI. STATEMENT

19

VII. ADDITIONAL INFORMATION

19

GLOSSARY

Securities Administration Bureau

Refers to PT Sinartama Gunita.

AR

Public Accounting Firm Anwar & Rekan

(Member of DFK International), the
independent accounting body in charge of
reviewing Companys performance after
Divestment Transaction.

AJB

PT Hotelindo Murnis Deed of Sale and

Purchase of Shares No. 11 from Notary
Ronaldie Christie, S.H, M.kn. on June 8,
2016, created and signed between
Company and Buyer.

DBSD&A

Public Accounting Firm Doli, Bambang,

Sulistiyanto, Dadang & Ali (Member of BKR
International), the independent auditing
body in charge of auditing the consolidated
financial statement of Company and its
subsidiary for the year ending on December
31, 2015.

Director

A member of Companys Board of Directors

who is in office when this disclosure of
information was developed.

Price of Sale

The selling price of the Shares that Buyer

needs to pay to Company based on the
AJB, which is Rp 38,135,240,000 for
98.33% of PT Hotelindo Murnis Shares.

HAR

Appraisal Firm Herly, Ariawan & Rekan, the

independent appraising body in charge of
determining HMs share price and fairness
of Divestment Transaction.

HM

PT Hotelindo Murni, a limited liability

company established based on and in
accordance with Indonesian laws and
located in Banda Aceh, which, on the date
of the release of this Disclosure of
Information, is a subsidiary of Company,
amounting to 98.33% of total shares.

Disclosure of Information

Refers to all information contained within

this announcement and/or Disclosure of
Information.

Commissioner

A member of Companys Board of

Commissioner who is in office when this
disclosure of information was developed.

HMs Financial Statement

Refers to the financial statement for the

year ending December 31, 2015, audited by
Public Accounting Firm Doli, Bambang,
Sulistiyanto, Dadang & Ali (Member of BKR
International).

Companys Financial Statement

Refers to the consolidated financial

statement of PT Kabelindo Murni Tbk. and
Subsidiary for the year ending December
31, 2015, audited by Public Accounting
Firm Doli, Bambang, Sulistiyanto, Dadang &
Ali (Member of BKR International).

OJK

The independent agency stated in the Law

No. 21 of 2011 on Financial Services
Authority (UU OJK), which regulates and
supervises financial services in the banking
sector, capital market, insurance, retirement
fund, credit agencies and other financial
institutions; in December, 31, 2012, OJK
replaced and accepted regulatory and
supervisory rights and obligations from
BAPEPAM and/or BAPEPAM LK, as written
in Article 55 of UU OJK.

Buyer

Refers to PT Pade Manajemen Indonesia, a

limited liability company established in
accordance with Indonesian laws and
located in Central Jakarta.

Fairness Opinion

Refers to the fairness opinion by HAR as

the independent appraising body in charge
of giving a fairness opinion on the
divestment transaction included in the June
9, 2016 Statement.

Regulation No. IX.E.1

Refers to BAPEPAM and LKs Regulation

No. IX.E.1 on Affiliated Transactions and
Conflict of Interests in Certain Transactions,
in Decision Attachment of the BAPEPAM
and LK Chairman No. Kep-412/BL/2009 on
November 25, 2009.

Company

PT Kabelindo Murni, Tbk., a limited liability

company established in accordance with
Indonesian laws and located in East
Jakarta.

Shares

Refers to the shares owned by Company in

HM valued at 30,680 shares which, on the
date of the release of this Disclosure of
Information, represents 98.33% of total
shares invested in HM.

Affiliated Transactions

Refers to Affiliated Transactions stated in

Regulation IX.E.1

Divestment Transaction

The disposal of HMs 30,680 shares to

Buyer, PT Pade Manajemen Indonesia.

I. INTRODUCTION

All information contained within this Disclosure of Information is to be conveyed to Companys

shareholders in relation to the Divestment Transaction, a part of Affiliated Transactions as
stipulated in Regulation No. IX.E.1.
Divestment Transaction is the divestment/disposal of HMs 30,680 shares to an affiliated
party, PT Pade Manajemen Indonesia (Buyer), a company managing business,
management and administration consultation services and located in Central Jakarta, that
was conducted on June 8, 2016.
According to AJB, Company and Buyer have agreed that payment for the Divestment
Transaction was performed after the signing of AJB.
The selling price of shares was Rp 38,135,240,000.
The Divestment Transaction administered by Company was an Affiliated Transaction defined
in Regulation No. IX.E.1 number 2.a, due to the fact that it was a transaction done with
affiliation with Companys main shareholder.
In accordance with Regulation No. IX.E.1, Company, as the party administering an Affiliated
Transaction, must publish a Disclosure of Information for the public for every affiliated
transaction and submit a proof of this announcement, along with supporting documents, to
OJK, approximately two working days after the Affiliated Transaction. This Divestment
Transaction was not a Material Transaction stated in Regulation No. IX.E.2, because the
transaction value was less than 20% of Company Equity.
With this, Companys Directors announce this Disclosure of Information to provide information
and a clearer picture of Divestment Transaction to Companys shareholders.
For the purpose of this Transaction, Company has appointed the following independent
parties:
1. Appraisal Firm Herly, Ariawan & Rekan (HAR), the independent appraising body in
charge of determining HMs share price and fairness of Divestment Transaction.
2. Public Accounting Firm Doli, Bambang, Sulistiyanto, Dadang & Ali (Member of BKR
International), the independent auditing body in charge of auditing the consolidated
financial statement of Company and its subsidiary for the year ending on December 31,
2015.
3. Public Accounting Firm Anwar & Rekan (Member of DFK International), the independent
accounting body in charge of reviewing Companys performance after Divestment
Transaction.

I. INFORMATION ABOUT THE TRANSACTION

A. The Background and Reasons for Transaction
This Divestment Transaction is expected to support Companys vision and mission to
become a strategic partner in the electricity and telecommunications sector of Indonesia
by producing quality cable and to sustain the development of electricity and
telecommunications to achieve optimum customer satisfaction. In addition, Company will
continue to be committed to create and add long-term value for shareholders.
Company delves in a capital-intensive business model, therefore disposing assets
outside main business activities to obtain cash and cash equivalents for future
investments.
The subsidiary sold, HM, only provides little contribution to Company income. However,
the Subsidiary owns assets such as land and buildings that the Company can sell for
cash.
Due to the slow economy causing many infrastructure projects and property development
to be postponed which, in turn, impacts on the demand for Companys cable products, as
well as a significant need for working capital, Company believes that divestment is the
best way for Company to dispose of Subsidiarys shares.
Therefore, after the completion of Divestment Transaction, Company no longer owns
shares in HM. Company will be able to focus and fund main business activities to further
advance Indonesias cable industry and businesses.

B. Company Structure Before and After Transaction

Before Transaction

After Transaction

C. Benefits of the Transaction for Company

This Divestment Transaction will add value to Company and all shareholders. By
performing Divestment Transaction, it is hoped that Company will receive benefits such
as:
-

Increase in Cash and Cash Equivalents that can be used to fulfill the need for
working capital and reduce debt.

Company can improve financial capability to invest and expand business activities to
a larger scale.

A rise in trust by a third-party on Company, both as a partner and shareholder.

D. Transaction Explained

i.

Object of Transaction
1. HMs 30,680 shares, which is equivalent to 98.33% of the total subscribed and
paid up capital invested by Company, owned by Company and sold to PT Pade
Manajemen Indonesia.

a. Brief History
PT Hotelindo Murni was established in accordance with Deed No. 17 on
January 25, 2006, by Notary Leolin Jayayanti. S.H., located in Jakarta and
legalized by Indonesias Minister of Law and Human Rights in Decision Letter
No. C-07812 HT.01.01.TH.2006 on March 17, 2006.
The Articles of Association has undergone several amendments, with the last
being Notary Deed No. 32 by Notary Ronaldie Christie, S.H., M.kn. on
February 29, 2016, in relation to subscribed and paid up capital. This last
amendment deed was legalized by the Minister of Law and Human Rights in
Decision Letter No. AHU-AH.01.03-0028711 on March 4, 2016.
As stated in the Articles of Association, HMs purpose and objective is to
conduct business in tourism. To achieve this, HMs business activities cover
hotels and restaurants.

b. Capital and Share Structure

HMs capital and share structure according to Deed No. 32 on February 29,
2016, by Notary Ronaldie Christie, S.H., M.kn. is as follows:

Total
Shares

INFORMATION
Authorized Capital

Total Value
(Rp)

120,000

120,000,000,000

PT Kabelindo Murni Tbk.

Surya Adiwijaya Soepono

30,680
520

30,680,000,000
520,000,000

98.33%
1.67%

Total Paid Up and Subscribed

Capital

31,200

31,200,000,000

100.00%

Total Unissued Shares

88,800

88,800,000,000

Paid Up and Subscribed Capital

c.

Board of Commissioners and Board of Directors

The Board of Commissioners and Board of Directors of HM, as of December
31, 2015 was as follows:
President Commissioner
Commissioner

:
:

Elly Soepono
Tan Robert Tanto

President Director
Director

:
:

Surya Adiwijaya Soepono

Klarawati Agus Alamudin

d. Business Activities
HM owns hotels and restaurants.
e. Important Financial Data
The following table displays the important financial data of HM as stated in
HMs Statement of Financial Position on December 31, 2015 and 2014, as
well as Income Statement and Other Comprehensive Income for the year
ending on December 31, 2015 and 2014, which have been audited by Public
Accounting Firm Doli, Bambang, Sulistiyanto, Dadang & Ali.
Statements of Financial Position
In Rupiah
December 31, 2015
(audited)

December 31, 2014

(audited)

Total Current Asset

Total Long-Term Asset
Total Assets
LIABILITIES & EQUITIES

2,063,263,288
33,505,123,024
35,568,386,312

2,317,431,433
35,586,608,719
37,904,040,152

Total Short-Term Liabilities

Total Equity
Total Liabilities & Equities

4,183,096,428
31,385,289,884
35,568,386,312

8,650,860,704
29,253,179,448
37,904,040,152

Description
ASSETS

Statements of Profit or Loss and Other Comprehensive Income

In Rupiah
Description
Sales
Cost of Goods Sold
Gross Profit
Operating Expenses
Profit Before Income Tax
Total Income Tax Benefit
(Expenses)
Income for The Year
Other Comprehensive
Income
Comprehensive Income
for The Year

December 31, 2015

(audited)

December 31, 2014

(audited)

15,605,226,816
(4,672,345,619)
10,932,881,197
(8,063,046,223)
2,869,834,974

15,707,172,202
(5,134,208,804)
10,572,963,398
(7,563,572,754)
3,009,390,644

(737,724,538)
2,132,110,436

(624,083,627)
2,385,307,017

2,132,110,436

2,385,307,017

ii. Deed of Sale and Purchase of Shares (AJB)

The following is a summary of the AJB:
Object of Transaction

HMs 30,680 shares, by Company to Buyer

Seller

PT Kabelindo Murni Tbk.

Buyer

PT Pade Manajemen Indonesia

Transaction Value

Rp 38,135,240,000

Applicable Law

Indonesian Law

iii. Parties Taking Part In Transaction

1.

Company Acting As Seller

a. Brief History
PT Kabelindo Murni Tbk. (Company) was established in accordance with
Deed No. 71 on October 11, 1979, by Notary Frederik Alexander Tumbuan,
S.H. This deed of establishment was legalized by Indonesias Minister of Law
and Human Rights in Decision Letter No. Y.A.5/34/7 on July 9, 1981, and
was published in Official Gazette No. 59, on January 12, 1982.
The Articles of Association has undergone several amendments, with the last
being Notary Deed No. 50 by Notary Ir. Nanette Cahyanie Handari Adi
Warsito S.H., in Jakarta on November 25, 2015, which was legalised by
Indonesias Minister of Law and Human Rights in Decision Letter No. AHUAH.01.03-0983394 on November 27, 2015. The last deed was Deed No. 43
dated on May 30, 2016 by Notary Ir. Nanette Cahyanie Handari Adi Warsito
in Jakarta, which includes the change in Companys Board of Directors.
Company and the factory are located on Jl. Rawa Girang No. 2, Pulogadung
Industrial Estate, East Jakarta. Company began commercial activities in
1979.
b. Business Activities
The company works in the manufacturing of electric and phone cables, as
well as cabling equipment.
c.

Board of Commissioners and Directors

The structure of the Board of Commissioners and Directors is in accordance
with Deed No. 43 dated on May 30, 2016 by Notary Ir. Nanette Cahyanie
Handari Adi Warsito in Jakarta as follows:

Board of Commissioners
President Commissioner
Independent Commissioner
Commissioner

:
:
:

Soepono
Dewa Nyoman Adnyana
Budi Setiono Santoso

Board of Directors
President Director
Independent Director
Director
Director

:
:
:
:

Elly Soepono
Tan Robert Tanto
Veronica Lukman
Petrus Nugroho Dwisantosa

d. Capital and Share Structure

Companys capital and share structure according to Companys Consolidated
Financial Statement as of May 31, 2016 is as follows:

INFORMATION
Authorized Capital

211,400,000,000

56,000,000

53,928,000,000

5.00%

389,000,000
380,000,000
100,000,000
85,592,400
69,882,400
39,525,200

57,572,000,000
56,240,000,000
14,800,000,000
12,667,675,200
10,342,595,200
5,849,729,600

25.80%
26.78%
8.93%
7.64%
6.24%
3.54%

1,120,000,000

211,400,000,000

100.00%

Total Unissued Shares

2.

1,120,000,000

Paid Up and Subscribed

Capital
Shares (A Series)
Public
Shares (B Series)
PT Tutulan Sukma
PT Sibalec
Erwin Suryo Raharjo
PT Erdikha Elit Sekuritas
BPPN
Public
Total Paid Up and
Subscribed Capital

Total Value
(Rp)

Total Shares

PT Pade Manajemen Indonesia As Buyer

a. Brief History
PT Pade Manajemen Indonesia was established in accordance with Law No.
40 year 2007 on Limited Liability, as stated in Deed No. 279 by Notary Jimmy
Tanal S.H, Mkn., in Jakarta on November 18, 2014 based on the Regional
Examination Council of South Jakartas Decision Letter, dated June 25, 2014
no. 30/MPDN.JKT.SELATAN/CT/VI/2014, who replaced Notary Hasbullah
Abdul Rasyid S.H., MKn., in Jakarta. The establishment deed was legalized
by Indonesias Minister of Law and Human Rights in Decision Letter No.
AHU-36521.40.10.2014 on November 26, 2014, and was published in Official
Gazette No. 104 Addendum No. 68433.

10

The Articles of Association of PT Pade Manajemen Indonesia has undergone

several amendments, with the last being Notary Deed No. 7 by Notary
Ronaldie Christie, S.H., M.kn. on June 2, 2016, in relation to subscribed and
paid up capital. This last amendment deed was legalized by the Minister of
Law and Human Rights in Decision Letter No. AHU-AH.01.03-0054164 on
June 3, 2016.
PT Pade Manajemen Indonesia is located in Central Jakarta.
b. Business Activities
The company works in the business, management and administration
consultation service sector.
c.

Board of Commissioners and Directors

The structure of the Board of Commissioners and Directors of PT Pade
Manajemen Indonesia as of December 31, 2015 is as follows:
Board of Commissioner
Commissioner

Surya Adiwijaya Soepono

Board of Directors
Director

Reckyanto Mella

d. The companys capital and share structure as of December 31, 2015 is

as follows:
Total
Shares

Total Value
(Rp)

120,000

120,000,000,000

100.00%

PT SS Capital
Surya Adiwijaya Soepono

39,999
1

39,999,000,000
1,000,000

99.99%
0.01%

Total Paid Up and Subscribed

Capital

40,000

40,000,000,000

100.00%

Total Unissued Shares

80,000

80,000,000,000

INFORMATION
Authorized Capital
Paid Up and Subscribed Capital

iv. The Nature of Affiliation

Divestment Transaction conducted by Company is an Affiliated Transaction as
stipulated in Regulation No. IX.E.1 point 2.a, due to the fact that the transaction was
exchanged on the basis of affiliation with Companys main shareholders.

11

III. EXPLANATION AND REVIEWING THE FACTORS AND

CONSIDERATIONS BEHIND DIVESTMENT TRANSACTION,
COMPARING IT TO THE SAME TRANSACTION WITH A DIFFERENT
AFFILIATED PARTY

1. Factors and considerations behind the transaction:

a. Factors
Company administers business divestment which is not a part of main business
activities in order to focus on the best business areas currently being undertaken,
which is the manufacturing of electric and phone cables, as well as cabling
equipment.
b. Considerations
Business divestment was completed because Company believes it will add value to
Company, thus enabling it to focus more on main operational areas. This strengthens
Companys wish to sell what is valuable rather than it being liquidated prior to the
divestment. Company continues to be committed to create and add long-term values
to shareholders.
2. Benefits of Divestment Transaction for Company
This Divestment Transaction is hoped to provide Company with benefits such as:
a. Increase in Cash and Cash Equivalents that can be used for work capital needs, thus
reducing debt.
b. Company can improve financial capabilities to invest and expand to a bigger scale of
business activities.
c.

Developing a trust on Company by a third party, be it a business partner or a

shareholder.

12

IV.

THE FINANCIAL IMPACTS ON THE COMPANY CAUSED BY THE

DIVESTMENT TRANSACTION

The Consolidated Financial Statement of PT Kabelindo Murni Tbk. and Subsidiary after
Divestment Transaction can be seen below, arranged and displayed in accordance with
Indonesian Financial Reporting Standards for the year ending December 31, 2015, as
reviewed by Public Accounting Firm Anwar & Rekan (Member of DFK International) and
published in report AR/L-344/16 on June 9, 2016.

PT KABELINDO MURNI Tbk. AND SUBSIDIARY

PROFORMA CONSOLIDATED FINANCIAL STATEMENT
December 31, 2015
(all values are in Rupiah, unless stated otherwise)

History

Adjusting

Proforma

ASSETS
CURRENT ASSETS
Cash and Cash Equivalent
Other Financial Assets
Trade Account Receivables
Related Parties
Third Parties
Other Receivables
Related Parties
Third Parties
Inventories
Prepaid Expenses
Prepaid Taxes
Advances for Purchases
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Fixed assets-net
Deferred tax assets
Deferred charges land rights
TOTAL NON-CURRENT
ASSETS
TOTAL ASSETS

6.747.985.842
1.055.100.501

36.765.835.700
-

43.513.821.542
1.055.100.501

299.090.000
188.083.067.321

(344.567.866)

299.090.000
187.738.499.455

1.598.238.152
137.507.066.544
44.721.125
25.211.375.751
1.731.100.390

2.100.000.000
(304.569.997)
(44.721.125)
-

2.100.000.000
1.598.238.152
137.202.496.547
25.211.375.751
1.731.100.390

362.277.745.626

38.171.976.712

400.449.723.338

291.209.032.493
229.744.483
669.194.459

(33.505.123.024)
-

257.703.909.469
229.744.483
669.194.459

292.107.971.435

(33.505.123.024)

258.602.848.411

654.385.717.061

4.666.853.688

659.052.570.749

13

PT KABELINDO MURNI Tbk. AND SUBSIDIARY

PROFORMA CONSOLIDATED FINANCIAL STATEMENT (continued)
December 31, 2015
(all values are in Rupiah, unless stated otherwise)

History

Adjusting

Proforma

LIABILITIES AND EQUITIES

LIABILITIES
CURRENT LIABILITIES
Bank loans
Trade accounts payable
Related Parties
Third Parties
Taxes Payable
Accrued Expenses
Advances from customers
Other payables
TOTAL CURRENT LIABILITIES

59,900,000,000

59,900,000,000

252,657,048,497
12,820,621,677
2,330,364,561
5,665,872,214
6,945,457,194
2,324,327,198
342,643,691,341

(272,897,170)
1,423,281,732
(1,049,490,990)
(308,990,000)
(208,096,428)

252,657,048,497
12,547,724,507
3,753,646,293
4,616,381,224
6,945,457,194
2,015,337,198
342,435,594,913

9,274,545,516
5,992,100,198

9,274,545,516
5,992,100,198

15,266,645,714

15,266,645,714

357,910,337,055

(208,096,428)

357,702,240,627

211,400,000,000
832,577,513

211,400,000,000
832,577,513

(903,087,300)

(903,087,300)

55,100,501
84,175,634,002

5,410,274,457

55,100,501
88,439,478,459

295,560,224,716

5,410,274,457

299,824,069,173

915,155,290

(524,134,341)

391,020,949

TOTAL EQUITIES

296,475,380,006

4,886,140,116

301,361,520,122

TOTAL LIABILITIES AND

EQUITIES

654,385,717,061

4,678,043,688

659,063,760,749

NON-CURRENT LIABILITIES
Deferred tax liabilities
Employee benefit liabilities
TOTAL NON-CURRENT
LIABILITIES
TOTAL LIABILITIES
EQUITIES
Capital stock Rp 963 per value
per share for A Series shares,
Rp 148 per value per shares
for B series shares
Subscribed and fully paid
56,000,000 A series shares
and 1,064,000,000 B series
Shares
Premium on capital stock
Actuarial Gains (Losses) on
Defined Benefit Pension Plan
Change in the Fair Value of
Unrealized Securities
Retained earnings
Equity attributable to:
Owner of the Parent
Non-controlling interests

14

PT KABELINDO MURNI Tbk. AND SUBSIDIARY

PROFORMA CONSOLIDATED OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
December 31, 2015
(all values are in Rupiah, unless stated otherwise)

History
SALES

Adjusting

Proforma

967,710,339,797

967,710,339,797

(870,095,238,042)

(870,095,238,042)

97,615,101,755

97,615,101,755

(15,827,071,538)
(23,999,697,564)
74,208,512
(15,815,522,439)
(14,130,794,905)
(6,827,436,017)

(15,827,071,538)
(23,999,697,564)
74,208,512
(15,815,522,439)
(14,130,794,905)
(6,827,436,017)

(79,709,412)

(79,709,412)

463,565,107

7,274,084,457
-

7,274,084,457
463,565,107

(76,142,458,256)

7,274,084,457

(68,868,373,799)

PROFIT BEFORE INCOME TAX

21,472,643,499

7,274,084,457

28,746,727,956

INCOME TAX BENEFIT

(EXPENSES)
Current tax
Deferred tax
TOTAL INCOME TAX BENEFIT

(9,833,425,016)
1,121,147,129
(8,712,277,887)

(1,863,810,000)
(1,863,810,000)

(11,697,235,016)
1,121,147,129
(10,576,087,887)

INCOME FOR THE YEAR

12,760,365,612

5,410,274,457

18,170,640,069

(903,087,300)

(903,087,300)

(69,771,449)

(69,771,449)

(972,858,749)

(972,858,749)

11,787,506,863

5,410,274,457

17,197,781,320

COST OF GOODS SOLD

GROSS PROFIT
OPERATING EXPENSES
Sales and marketing
General and administration
Interest income
Interest expenses
Tax expenses
Loss on forex exchange-net
Amortization of deferred
charges
Subsidiary selling profit
Other (income) expenses net
TOTAL OPERATING
EXPENSES

OTHER COMPREHENSIVE
INCOME
Actuarial gains (losses) on
defined benefit pension
plan
Change in the fair value of
unrealized securities
TOTAL OTHER
COMPREHENSIVE INCOME
COMPREHENSIVE INCOME
FOR THE YEAR

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V.

SUMMARY OF APPRAISAL FIRM HERLY, ARIAWAN & REKANS

REPORT OF SHARE APPRAISAL AND DIVESTMENT
TRANSACTIONS FAIRNESS OPINION

A. The Appraisers
Appraisal Firm Herly, Ariawan & Rekan (HAR), which holds a business license from the
Minister of Finance No. 1404/KBLM.1/2009 dated December 31, 2009 with Appraiser
License Number 2.09.0078 and is registered as a certified capital market professional on
the BAPEPAM and LK, with Registered License of Capital Market Professional from
BAPEPAM and LK No. 07/BL/STTD-P/B/2010, was appointed by Company as an
independent appraising body in accordance with Appointment Letter No,
Pr.BV.619/HAR/HM/XII/15R on December 18, 2015 and No. Pr.FO/HAR/HM-KM/XII/15
on December 1, 2015 for (i) appraisal over HMs shares, and (ii) fairness opinion on
Transaction Plan.
Assignee
Name
Description

:
:

Address

Phone
Fax
Website

:
:
:

PT Kabelindo Murni Tbk.

Manufacturer of electric and phone cables, as well as
cabling equipment
Jl. Rawa Girang No. 2, Pulogadung Industrial Estate,
East Jakarta
(021) 460 9065, 460 9550
(021) 460 9064, 460 4271
www.kabelindo.co.id

B. Summary of Equity/Share Appraisal Report

1. Appraisal Summary of HMs 98.33% equity/share based on Report No.
BV.03.16.004 on March 10, 2016:
Purpose and Aim of Appraisal
According to information relayed by management that appraisal was done in
conjunction with divestment planning over ownership of HMs shares by Company, to
accommodate the above purpose the appraisal was conducted based on Fair Market
Value.
Appraising Method
The first approach we used for HMs equity/share appraisal was the asset approach,
using the Adjusted Book Value (ABV) method. With NABV, the values of all assets
and liabilities needed to be adjusted to market price, except for accounts that already
displayed market price.
The second approach was the Discounted Cash Flow (DCF) method, which
estimates the indication value of a subject based on future income.

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Conclusion
Based on the study and analysis on all relevant aspects in deciding equity/share
value, along with the application of 65:35 ratio over the main method and the
comparison with the values resulted from ABV and DCF methods, an estimated
average value of Rp 35,046,200,000 or Rp 1,188,007 per share was obtained as the
Indicated Fair Market Value of HMs 98.33% equity/share for the year ending on
December 31, 2015.
C. Summary of Fairness Opinion from Transaction Plan
Based on Report No. FO.04.16.005 dated June 9, 2016:
1. Parties to Transaction
a) PT Kabelindo Murni Tbh. (Company)
b) PT Hotelindo Murni (HM)
c) PT Pade Manajemen Indonesia (PMI)
2. Object of Transaction
The divestment of ownership over HMs 98.33% shares with transaction value of
Rp 38,135,240,000 (say : thirty eight billion, one hundred thirty five million two
hundred and forty thousand rupiah), in accordance with Deed of Sale and Purchase
of Shares between Company and PMI (hereafter Transaction Plan).
3. Aim of Appraisal
The aim of fairness opinion is to provide opinion of whether the Transaction was a fair
transaction and was not disadvantageous to Company as well as shareholders, as
stipulated in Regulation IX.E.1. In the Transaction analysis, we took into account
qualitative and quantitative aspects, along with the impacts on Company and
Shareholders, including any financial risks.
4. Assumptions and Limiting Conditions
a) This Fairness Opinion was formed based on the state of the market and the
economy, general business and financial conditions, and Government regulations
as of the date on which this was published.
b) In the process of forming this Fairness Opinion, we also used several other
assumptions, such as the fulfillment of all conditions and obligations of Company
and all parties involved in the Transaction Plan. Transaction Plan was performed
as previously stated with specified duration and information accuracy was
announced by Company management.
c) We also assumed that from the publishing date of this Fairness Opinion until the
date of Transaction Plan there had been no changes physically affecting the
assumptions used to form this Fairness Opinion.

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5. Approaches and Fairness Opinion

a) Share Transaction Value Analysis
b) Overall Transaction Plan Proforma Position Analysis
c) Incremental/Profitability Analysis
6. Fairness Analysis
The following is the summary of the Transaction Plan fairness analysis:
a) Share Transaction Value Analysis
A fairness analysis that compares Sales Cost with Fair Market Value of the
appraised share. If Sales Cost is higher than Fair Market Value, then it is deemed
fair and not disadvantageous to Company and its shareholders.
b) Overall Transaction Plan Proforma Position Analysis
A fairness analysis of overall Transaction Plan by comparing Companys
Financial Statement proforma position before, and after, Transaction Plan.
Transaction Plan is deemed fair if the position shows a positive score.
c) Incremental/Profitability Analysis
A fairness analysis of overall Transaction Plan over Companys capabilities to
produce higher income and profit by comparing Companys financial projections
(economical benefit potentials) without Transaction Plan and with Transaction
Plan.
7. Conclusion
Based on qualitative and quantitative analysis of Transaction Plan, analysis of
transaction fairness and relevant factors in providing Fairness Opinion on Companys
Transaction Plan, we concluded that the Transaction Plan conducted by Company
was fair.

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VI.

STATEMENT

The Board of Commissioners and Directors of Company certify that all information or material
facts relating to Divestment Transaction contained in this Disclosure of Information are true
and accurate. The Board of Commissioners and Directors of Company take full responsibility
over the accuracy of the said information.

VII.

ADDITTIONAL INFORMATION

For more information pertaining above information, please contact during business hours:
Main Office
Jl. Rawa Girang No. 2
Pulogadung Industrial Estate Jakarta 13930, Indonesia
Ph: (021) 460 9065, 460 9550 | Fax: (021) 460 9064, 460 4271
U.P.: Corporate Secretary

Jakarta, June 10, 2016

PT Kabelindo Murni Tbk.

Veronika Lukman
Director

Tan Robert Tanto

Director

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