CDF, on behalf of KGI Capital Asia Limited, announced the acquisition of 99% shares of PT Hasta Dana Sekuritas Indonesia

2015-12-28
Announcements

Date of announcement  2015/12/28 
Time of announcement  18:40:30 
 
Date of events  2015/12/28  
To which item it meets paragraph 11 
Statement  
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off, acquisition, or receiving assignment of shares):Acquisition
2.Date of occurrence of the event:2015/12/28
3.Names of companies participating in the merger (e.g.name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):PT Hasta Dana Sekuritas Indonesia
4.Counterparty (e.g.name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares):PT HD Capital Tbk
5.Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:None
6.Purpose/objective of the merger/acquisitionation:To expand overseas business
7.Anticipated benefits of the merger/acquisition:To increase overseas profits
8.Effect of the merger or consolidation on net worth per share and earnings per share:To increase  overseas profits, and improve net asset value and earnings per share of KGI Capital Asia Limited.
9.Share exchange ratio and basis of its calculation:KGI Capital Asia Limited will pay approximately IDR 81,974 million to PT HD Capital Tbk. However, the final price of the transaction is based on the net asset value of target company on the completion date.
10.Scheduled timetable for consummation:The transaction is subject to the approval of the relevant authorities.
11.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company::None
12.Basic information of companies participating in the merger:PT Hasta Dana Sekuritas Indonesia is engaged in the securities industry.
13.Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumesof the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcementof a spin-off):None
14.Conditions and restrictions on future transfers of shares resulting from the merger or acquisition:N/A
15.Other important stipulations:PT HD Capital Tbk undertakes with KGI Capital Asia Limited that within five (5) years from the Completion Date, it will not, either on its own
account or in conjunction with or on behalf of any person:(a)carry on, or be engaged, concerned or interested in carrying on, any new business reasonably competitive with the current business of PT Hasta Dana Sekuritas Indonesia at the time from the Completion Date;(b)solicit or entice away any employees or other officer, manager, servant of PT Hasta
Dana Sekuritas Indonesia;(c)solicit in competition with PT Hasta Dana Sekuritas Indonesia any customer, person, association, firm or company doing business with PT Hasta Dana Sekuritas Indonesia, to cease doing such business with PT Hasta Dana Sekuritas Indonesia.
16.Do the directors have any objection to the present transaction?:No

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