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Investor Relations| Press Releases
REPORT ON INFORMATION OR MATERIAL FACTS

 

 Subject: Report on Information or Material Facts

 

Dear Sirs,

With this letter and on behalf of the company, we are submitting Report on Information or Material Facts as follows:

 

Public Company

:

PT Fajar Surya Wisesa Tbk. (“Company”)

Business Activity

:

Industry and Trade

Phone Number

:

(021) 344 1316

Facsimile

:

(021) 345 7643

E-mail address

:

legalfasw@fajarpaper.com

  

 

1.     

Date of Event

28 June 2019

 

 

2.     

Type of Information or Material Facts

 

1.    Direct change of control of the Company through acquisition of shares owned by PT Intercipta Sempana (“ICS”), Mr. Winarko Sulistyo (“WS”), Ms. Vilia Sulistyo (“VS”), PT Intratata Usaha Mandiri (“IUM”), PT Garama Dhananjaya (“Garama”) and Bapak Hartono Herjanto (collectively shall be referred to as the “Sellers”) collectively representing 55% of all issued and paid-up capital of the Company (“Acquisition of Shares”) by SCG Packaging Public Company Limited through its subsidiary, SCGP Solutions (Singapore) Pte. Ltd.

 

2.    Change of Board of Commissioners and Board of Directors of the Company.

 

 

3.     

 

 

 

 

Description on the Information or Material Facts

This Disclosure of Information is made to follow up the:

 

1.    Disclosure of Information submitted by the Company to OJK through Letter No. 105/FSW/JN/V/2019 dated 10 May 2019 and Letter No. 106/FSW/JN/V/2019 dated 13 May 2019, each regarding Report on Information or Material Facts on the proposed sale and purchase of shares of the Company, pursuant to OJK Regulation No. 9/POJK.04/2018 on Acquisition of Public Companies;

 

 

2.    Letter regarding Report on Change of Shares Ownership in the Company, each dated 1 July 2019, made in order to satisfy the requirement under Article 2 of OJK Regulation No. 11/POJK.04/2017, submitted by ICS, IUM, WS, VS and Garama; and

 

3.    Implementation of the Extraordinary General Meeting of Shareholders of the Company held on Thursday, 20 June 2019 with respect to the approval of change of composition of members of Board of Directors and Board of Commissioners of the Company (“EGMS”), whereby such EGMS has approved that the composition of members of Board of Directors and Board of Commissioners of the Company will effectively change after the completion of the Acquisition of Shares, whereby the evidence of announcement of summary of minutes of EGMS has been submitted by the Company to OJK through Letter No. 123/FSW/JN/VI/2019 dated 24 June 2019.

 

 

4.     

Grounds of Change of Control

The Sellers and SCGP Solutions (Singapore) Pte. Ltd. have completed the Acquisition of Shares pursuant to the relevant documents in connection with the Acquisition of Shares.

 

 

5.     

New Controlling Party

SCGP Solutions (Singapore) Pte. Ltd. is a company incorporated in Singapore and domiciled at 8 Marina Boulevard #05-02, Marina Bay Financial Centre, Singapore 018981.

 

 

6.     

New Board of Commissioners and Board of Directors

 

Board of Commissioners 

President Commissioner : Tanawong Areeratchakul

Commissioner              : Wichan Jitpukdee

Commissioner              : Sangchai Wiriyaumpaiwong

Commissioner              : Winarko Sulistyo

Commissioner              : Vilia Sulistyo

Independent Commissioner : Lim Chong Thian

Independent Commissioner: Sudarmanto

Independent Commissioner    :Tony Tjandra

 

Direksi/Board of Directors

President Director      : Peerapol Mongkolsilp

Director                       : Thalengsak Ratchburi

Director                       : Ponthep Tuntavadcharom

Director                       : Yustinus Yusuf Kusumah

Director                       : Arif Razif, S.E., M.B.A.

 

 

7.     

Affiliate Relationship

1.    There is no affiliate relationship between: (a) the Sellers and (b) SCGP Solutions (Singapore) Pte. Ltd.

 

2.    Prior to the effectiveness of the Acquisition of Shares and the change of composition of members of Board of Directors and Board of Commissioners of the Company, there is no affiliate relationship between: (a) the previous Board of Commissioners and Board of Directors and (b) SCGP Solutions (Singapore) Pte. Ltd.  and/or the new Board of Commissioners and Board of Directors.

 

 

8.     

Impact of the event, information or material facts to the operational activities, legal, financial condition or sustainability of the Company

 

The abovementioned events, information and material facts do not have negative impact to the operational activities, legal, financial condition or sustainability of the Company.

 

9.     

Other information

Whereas, other than the above information that we disclose above, there is no other information of material fact that we have not disclosed.

 

 

Thus we submit this report. If there is any other material information that will change the information stated in this letter, it will be immediately communicated.

 

Thank you for your attention.

PT Fajar Surya Wisesa Tbk.