PT FAJAR SURYA WISESA TBK. (“COMPANY”)
ANNOUNCEMENT TO THE SHAREHOLDERS
The Board of Directors of the Company hereby announce to the Shareholders of the Company that the Company will convene the Annual General Meeting of Shareholders (“AGMS”) and the Extraordinary General Meeting of Shareholders (“EGMS”), collectively with the AGMS shall hereinafter be referred to as the “Meetings” on:
Monday, 8 May 2017
11:00A.M – finish
Mercantile Athletic Club
World Trade Center I, Lantai 18
Jl. Jenderal Sudirman Kav. 31, Jakarta 12920
The Shareholders of the Company who are entitled to attend or to be represented at the Meetings are:
a. for shares that are not in collective custody: The Shareholders of the Company whose names are validly registered in the Register of Shareholders of the Company on 12 April 2017 at the latest until 04:00 p.m. in PT Datindo Entrycom, the Share Registrar of the Company domiciled in Jakarta, having its office at Jl. Hayam Wuruk No. 28 Jakarta 10120; and
b. for shares that are in a collective custody: The Shareholders of the Company whose names are validly registered in the account holder or the custodian bank in PT Indonesian Central Securities Depository (“KSEI“) on 12 April 2017 at 04.00 p.m. or the proxies of such Shareholders of the Company. The securities account holders of KSEI under collective custody are required to provide the Register of Shareholders of the Company that they manage to KSEI to obtain a written confirmation for the Meetings (Konfirmasi Tertulis Untuk Rapat or “KTUR”).
Any proposal from the Shareholders of the Company will be included in the agenda of the Meetings if it meets the requirements pursuant to Article 11 paragraph (15) of the Articles of Association of the Company and Article 12 paragraph (1), (2), (3) and (4) of the Regulation of Indonesian Financial Services Authority No. 32/POJK.04/2014 on the Planning and Conducting of the General Meetings of Shareholders of Public Companies as amended by Regulation of Indonesian Financial Services Authority No. 10/POJK.04/2017 (“POJK 32/2014“), with the following terms:
- the proposal must be received by the Board of Directors of the Company no later than seven (7) days prior to the date of Invitation of the Meetings, i.e. on Thursday, 6 April 2017;
- Shareholders who can propose a meeting agenda is 1 (one) shareholder or more who represent 1/20 (one twentieth) or more of all shares with valid voting rights;
- the proposed meeting agenda shall: (i) be done in good faith; (ii) consider the interest of the Company; (iii) be accompanied by the reasons and documents related to the proposed agenda; and (iv) not against the prevailing rules and regulations; and
- the proposed meeting agenda shall need Meetings approval.
In accordance with the provisions of Article 14 paragraph (4) item (2) of the Articles of Association of the Company and Article 13 paragraph (3) POJK 32/2014, the Invitation of the Meeting will be published in at least 1 (one) Indonesian newspaper with national circulation on Thursday, 13 April 2017, in Indonesia Stock Exchange’s website and also the Company’s website i.e. http://www.fajarpaper.com.
Furthermore, with regard to the agenda of the EGMS in connection with the capital increase with Pre-emptive Rights (“Rights Issue“) to the Shareholders of the Company in accordance with the Regulation of Indonesian Financial Services Authority No. 32/POJK.04/2015 on Capital Increases of Public Companies with Pre-emptive Rights (“POJK 32/2015“), hereby we announce the following information:
a. The maximum amount of the proposed issuance of shares with Rights Issue
The Company plans to issue a maximum of 500,000,000 (five hundred million) shares which are ordinary shares with a nominal value of Rp500.00 (five hundred Rupiah) per share. The number of shares to be issued will depend on the funding requirements of the Company and the price of exercise of the Rights Issue. In the event that there is a change in the maximum number of shares to be issued, the Company will make an announcement together with the Meetings Invitation which is planned to be conducted on 13 April 2017.
b. Estimated period of the exercise of Right Issue
The Company, taking into consideration the market condition, plans to implement the Rights Issue upon obtainment of the approval of the EGMS, which based on POJK 32/2015, the said implementation shall be conducted by the Company within the period of not more than twelve (12) months as of the EGMS approval date.
c. Analysis on the impact of the capital increase against the financial condition of the Company and the shareholders
Impact of the capital increase, among others, are to (i) reduce liability and improve the Company’s debt to equity ratio, and (ii) increase the number of shares in the market. Thereby, through the Rights Issue, the Company can improve the frequency of trading and the liquidity of the shares as well.
d. Proposed use of proceeds
The entire proceeds from the capital increase by issuing Right Issue, after deducted with the emission costs, are planned to be fully used by the Company to: (i) reduce liability of the Company; and/or (ii) be the Company’s business development; and/or (iii) be working capital of the Company, and/or (iv) the Company’s other business purposes to be determined upon exercise of the Rights Issue.
Thus we convey, to be known by the Shareholders of the Company.
Jakarta, 29 March 2017
Board of Directors of the Company