Business Context and Reporting Period
Company: Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk (Telkom Indonesia)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: June 21, 2019
Reporting Period: Announcement regarding a specific transaction executed in June 2019.
Business Overview: The Company is a state-owned enterprise operating telecommunication networks, informatics services, and resource optimization. The filing discloses an affiliated-party transaction involving the sale of shares in a subsidiary, PT Jalin Pembayaran Nusantara ("Jalin"), to PT Danareksa (Persero) ("Danareksa").
Key Financial Metrics and Transaction Details
This filing focuses on a specific asset sale rather than general financial performance metrics (revenue, profit, cash flow) for the reporting period. The filing text does not provide clear values for the Company's overall revenue, profit, or liquidity for June 2019.
| Metric | Value |
|---|---|
| Transaction Object | 654,804 shares of Jalin (representing 67% ownership) |
| Transaction Value | Rp 394,569,700,000.00 |
| Independent Appraisal Fair Price | Rp 412,760,200,000.00 |
| Price Variance | -4.41% (Within the +/- 7.5% fairness threshold) |
| Company Shareholding (as of May 31, 2019) | Republic of Indonesia: 52.091%; Public: 47.909% |
Material Changes and Transaction Rationale
Change in Subsidiary Ownership: The Company transferred majority ownership of Jalin from 100% to 33%, with Danareksa acquiring 67%.
Strategic Rationale:
- Government Synergy: The transaction aligns with the government's plan to enhance efficiency among State-Owned Enterprises (SOEs).
- Banking Sector Integration: Danareksa is planned to be the holding company for SOEs in the banking sector. Transferring Jalin (a payment system operator) to Danareksa aims to align Jalin's strategy with the banking industry's direction.
- Operational Benefits: Expected to create value-added synergy in operational, banking, and cooperation aspects, improving Jalin's business performance and scale.
Guidance, Outlook, and Management Commentary
Management Commentary: The Board of Directors and Board of Commissioners confirm that the transaction does not involve a conflict of interest and does not constitute a "Material Transaction" under Rule IX.E.2. They assert that all material information has been disclosed and is not misleading.
Independent Appraisal: Public Appraisal Services Office (KJPP) Ruky, Safrudin & Partner (RSR) provided a fairness opinion. They concluded the transaction price is "Fair" based on qualitative and quantitative analysis, noting the transaction price was within 7.5% of the appraised fair value.
Risks and Contingencies: The filing states there are no undisclosed important or material facts related to the transaction. The independent appraisal opinion is valid for six months from the assessment date (May 8, 2019).
Key Facts for Investor Verification
- Transaction Execution: Verify the execution of the Deed of Share Sale and Purchase (Deed No. 2 dated June 19, 2019) and the transfer of 67% of Jalin's shares to Danareksa.
- Valuation Fairness: Confirm the independent appraisal report (No. 00045/2.0095-00/BS/06/0273/1/V/2019) supporting the sale price of Rp 394.57 billion against a fair value of Rp 412.76 billion.
- Regulatory Compliance: Ensure the transaction complies with OJK Regulation No. IX.E.1 regarding transactions with affiliated parties, given that both the Company and Danareksa are controlled by the Republic of Indonesia.
- Future Synergy: Monitor the operational integration between Jalin and Danareksa to realize the projected synergies in the banking and payment sectors.