REPORT ON INFORMATION OR MATERIAL FACTS

1.     

Date of event

9 August 2018

2.     

Types of Information or Material Facts

PT Dayasa Aria Prima (“DAP”), a subsidiary of the Company that 99.99% shares are owned by the Company and its financial statements are consolidated into the Company, has entered into an Asset Conditional Sale and Purchase Agreement in connection with an asset purchase plan from PT Surabaya Agung Industri Pulp & Kertas Tbk., (“SAIPK”) and PT Capital Management Indonesia (“CMI”) by DAP (“Transaction Plan”) in the form of:

I.    9 (nine) plots of land with a total area of 332,545 m2 located in Gresik Regency, East Java which are used for factories and supporting operational activities of SAIPK, all of which are certified for land title Building Rights and registered under the name SAIPK;

II.    Land covering 46,220 m2, all of which is located in Gresik Regency, East Java, which is controlled by SAIPK;

III. 1 (one) land plot of land with an area of 27,090 m2 located in Gresik Regency, East Java which is used for factories and operational activities supporting SAIPK, which are certified as HGB and registered on behalf of CMI;

IV. Buildings that are established on the plots of land owned and / or controlled by SAIPK and will be taken over by the DAP, including buildings with Building Construction Permits contained in the Decree of the Head of the Level II Gresik Regional Head No.503.647 / 827 / 403.15 / 1999 issued in dated June 30, 1999 by the Head of the Gresik Level II Regional Head covering an area of 253,515 m2 HGB certified and located in Sumput Village, Driyorejo District, Gresik; and

V. Machinery, turbine power plants, paper production equipment that are owned and / or controlled by SAIPK.

3.     

Information Description or Material Facts

With reference to OJK Regulation No.31 / POJK. 04/2015 concerning Transparency of Information or Material Facts by Public Companies and the Indonesia Stock Exchange Regulation No. I-E concerning the Obligation of Information Submission, the Company hereby informs that DAP has signed the Asset Sale and Purchase Agreement with SAIPK and DAP respectively on 9 August 2018, in which the DAP acts as a potential buyer and SAIPK and CMI act as potential sellers ( “PPJB”). Based on the provisions in PPJB, the entire Proposed Transaction is Rp.742,500,000,000.00 (seven hundred forty two billion five hundred million Rupiah) and the DAP agrees to pay a down payment of a maximum of Rp.50,000,000,000.00 (fifty billion Rupiah) no later than 31 August 2018. The exact amount of down payment that will be paid by DAP will be determined solely based on the policy of the DAP alone.

Based on the Company’s Consolidated Financial Statements as of 30 June 2018 which was audited by the Satrio Bing Eny & Rekan Public Accountant Office, the Company’s equity was recorded at Rp. 3,541,972,268,169.00 (three trillion five hundred forty one billion nine hundred seventy two million two hundred sixty eight thousand one hundred sixty nine Rupiah) while the value of the Transaction Plan is more than 20% (twenty percent) but less than 50% (fifty percent) of the Company’s equity and, therefore, the Transaction Plan is a Material Transaction as regulated in the Regulatory Body Regulations Capital Market and Financial Institutions (“Bapepam-LK”) No. IX.E.2, Attachment to the Decree of the Chairman of Bapepam-LK No. Kep-614 / BL / 2011 concerning Material Transactions and Changes to Main Business Activities (“Regulation No. IX.E.2”).

Furthermore, SAIPK is an affiliated party to the Company, where Rasmachahjana Sulistyo who is the President Director of SAIPK and Zhang Hui Han Sindu who is the Director of SAIPK, has a family relationship with Winarko Sulistyo who is a Commissioner and shareholder of the Company. So that this transaction is also an Affiliate Transaction but it is not a conflict of interest transaction as regulated in Bapepam-LK Regulation No. IX.E.1, Attachment to the Decision of the Chairman of Bapepam-LK No. Kep-412 / BL / 2009 concerning Affiliated Transactions and Conflicts of Interest in Certain Transactions (“Regulation No. IX.E.1”). In connection with this, keeping in mind the provisions of Number 5.a.1 Regulation No. IX.E.1, the Company is only required to fulfill the provisions in Regulation No. IX.E.2.

Considering that the implementation of the Transaction Plan still depends on meeting the preliminary requirements as it turns out in PPJB, the Company will carry out its obligation to announce the implementation of the Proposed Transaction in accordance with the provisions of Regulation No. IX.E.2 no later than 2 (two) working days after the signing of the sale and purchase agreement which is the implementation agreement of the Transaction Plan by DAP.

4.     

The impact of events, information or material facts on the Company’s operational activities, law, financial condition or business continuity

The Transaction Plan can indirectly provide additional assets to the Company so that the Company can develop its business and affirm the Company’s vision to become a world-scale packaging paper producer that produces quality values and products through recycling and sustainable production cycles. This Transaction Plan can also indirectly add to the value of the equity and investment portfolio of the Company, and in the future it is expected to increase the Company’s revenue

5.     

Other information

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