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News Announcement

ACQUISITION OF PT TRANS LINGKAR KITA JAYA SHARES OWNED BY PT WASKITA KARYA (PERSERO)

DISCLOSURE OF INFORMATION

ON AFFILIATE TRANSACTION

 

PT JASA MARGA (PERSERO) Tbk

("Company")

 

BUSINESS LINE:

Engaged in planning, constructing, operating and maintaining toll roads, and

land development and management of toll road area and other related businesses;

 

HEAD OFFICE:

PT Jasa Marga (Persero) Tbk

Plaza Tol Taman Mini Indonesia Indah

Jakarta 13550 - Indonesia

Phone : 62 (21) 841 - 3526, 62 (21) 841 - 3630

Facsimile : 62 (21) 840 – 1533, 62 (21) 841 – 3540

 

 

The company has conducted a Corporate Action, which is the Purchase of PT Trans Lingkar Kita Jaya ("TLKJ") shares that is owned by PT Waskita Karya (Persero) ("Waskita").

The Board of Commissioners and the Board of Directors, either individually or jointly, are fully responsible for the completeness of information and truthfulness of all information or material fact contained in this Disclosure of Information and after considerable study, according to their knowledge, there is no important or relevant fact that is not disclosed that can cause the information or material fact in this Information To the Shareholders become incorrect and/or misleading.

INTRODUCTION

 

This Disclosure of Information is an information for Shareholders, made by PT Jasa Marga (Persero) Tbk ("Company") in order to fulfill the Company obligation to announce the Disclosure of Information on the Affiliate Transaction with respect to the Purchase of PT Trans Lingkar Kita Jaya ("TLKJ") Shares that is owned by PT Waskita Karya (Persero) ("Waskita") with the intention to provide explanation, consideration on the transaction, as part of the Company's strategic plan.

 

Waskita as the seller is an affiliated party to the Company, therefore the Purchase of Shares is an Affiliate Transaction as regulated in Bapepam Regulation No. IX.E.1 on Affiliate Transaction and Conflict of Interest on Particular Transaction, Enclosure of Bapepam Chairman Directive No. KEP-521/BL/2008 dated 12 December 2008 ("Regulation No. IX.E.1").

 

With respect to the Purchase of Shares, the Company has appointed (i) Office of Public Appraisal Services (abbreviation in Bahasa: KJPP) Suwendho Rinaldy & Partner as Independent Party to appraise the value of TLKJ shares and to provide opinion on the fairness of the investment values, (ii) PT Gandamega Serasi as the Financial Consultant to conduct Due Diligence and Feasibility Study in order to evaluate and analyze the Purchase of Waskita's Shares, (iii) PT Multi Phi Beta as Engineering Consultant to evaluate the Engineering and Traffic Aspects, especially in the Cinere - Jagorawi Toll road and (iv) Karimsyah Law Firm as Legal Consultant to conduct Due Diliegence from Legal Aspect (Legal Due Diligence) towards TLKJ.

 

In conjunction with the Purchase transaction of Waskita's share ownership in TLKJ, the Company also purchase the TLKJ shares that is owned by PT Jalantol Lingkarluar Jakarta (the Company's subsidiary with 99% Company ownership) in the amount of 13,000 (thirteen thousand) shares or 3.01% (three point zero one percent). The purchase price per shares of this transaction is equal to the Company's purchase price from Waskita.

BRIEF INFORMATION OF THE COMPANY

 

General

The Company is established based on Deed No. 1 dated 1 March 1978, with the name, "PT Jasa Marga (Indonesia Highway Corporation)", which then amended based on Deed No. 187 dated 19 May 1981 and the name of the Company is changed to "PT Jasa Marga (Persero)", both made in front of Kartini Muljadi, SH, at that time was Notary in Jakarta.

The Company's Article of Association has been amended several times and the latest Article of Association is announced in the Supplement No.  27404 from State Reports of Republic of Indonesia dated 12 December 2008 No. 100, then amended with Deed of Minutes of Extraordinary General Meeting of Shareholders No. 33 dated 5 April 2011 that is made in front of Mrs. Poerbaningsih Adi Warsito, SH, Notary in Jakarta, as approved by the Minister of Justice and Human Rights of the Republic of Indonesia, with the decree No. AHU-20288.AH.01.02. Year 2011, dated 21 April 2011, and then is amended as contained in Deed of Minutes of Extraordinary General Meeting of Shareholders No. 95 dated 21 June 2012 that is made in front of Mrs. Poerbaningsih Adi Warsito, SH, Notary in Jakarta and has received the approval announcement letter from Directorate General of General Law Administration of the Minister of Justice and Human Rights No, AHU-AH.01.10-25313 dated 10 July 2012.

 

Company's Main Business Activities

  1. Conducting engineering plan, construction activities, operations and/or maintenance of toll roads;
  2. Manage the Toll Road Area (abbreviation in Bahasa: Rumijatol) and area adjacent to the Toll Road Area as resting and service area with its facilities and other businesses, both operated by the Company or cooperate with other parties.

 

Capital Structure and Shareholding Structure

Capital and shareholding structure of the Company based on the register of shareholder dated 30 June 2012, which issued by Company's Securities Administration Bureau, are:

Shareholders

Number of Share

Percentage

Ownership

Amount (Rupiah)

Series A Dwi Warna Share

 

 

 

Government of the Republic of Indonesia

1

-

500

Series B Share

 

 

 

Government of the Republic of Indonesia

4,759,999,999

70%

2,379,999,999,500

Management :

 

 

 

Ir. Agoes Widjanarko, MIP (Commissioner)

80,000

-

40,000,000

Ir. Adityawarna (Managing Director)

134,500

-

67,250,000

Ir. Hasanudin, M.Eng.Sc (Director of Operations)

8,500

-

4,250,000

Ir. Abdul Hadi HS, MM (Director of Business Development)

260,500

-

130,250,000

Ir. Reynaldi Hermansjah (Director of Finance)

489,000

-

244,500,000

Ir. Muh. Najib Fauzan, MSc (Director of HR and General Affair)

107,500

-

53,750,000

Employee

27,346,919

0.40%

13,673,459,500

Total Management and Employee

28,426,919

0.41%

14,213,459,500

PT JAMSOSTEK (PERSERO) – JHT

106,919,500

1.57%

54,459,750,000

Society (each below 2%)

1,945,878,861

28.62%

972,939,430,500

Total

6,800,000,000

100.00%

3,400,000,000

Composition of Board of Commissioner and Director

Based on the resolutions of Extraordinary General Meeting of Shareholders dated 30 January 2012 and Statement of Meeting Resolution dated 21 June 2012, made in front of Poerbaningsih Adi Warsito, S.H, Notary in Jakarta, the composition of Board of Commissioners and Board of Directors of the Company are as follow:

 

President Commissioner                              :    Ir. Agoes Widjanarko, MIP

Commissioner                                             :    Drs. Ibnu Purna Muchtar, SE., MA.

Commissioner                                             :    DR. Joyo Winoto

Commissioner                                             :    Prof. Dr. Akhmad Syakhroza

Commissioner (Independent)                       :    Mayjen (Purn) Samsoedin

Commissioner (Independent)                       :    Police Inspector General (Ret) Drs. Michael Dendron Primanto, SH., MH

 

Managing Director                                      :    Ir. Adityawarman

Director of Operations                                 :    Ir. Hasanudin, M.Eng.Sc

Director of Finance                                  :    Ir. Reynaldi Hermansjah

Director of Business Development               :    Ir. Abdul Hadi Hs., MM.

Director of HR and General Affairs              :    Ir. Muh. Najib Fauzan, Msc.

 

INFORMATION ON SHARES PURCHASE

 

1. Reasons and Background of Shares Purchase

In accordance with PT Jasa Marga (Persero) Tbk ("Perseroan") main business activities, which are to plan, construct, operate and maintain toll roads, and also develop and manage the land in toll road area and other related businesses and Company's strategic business to continuously develop and expand the toll roads in Indonesia in a sustainable manner, the Company conduct strategic effort to improve the Company's performance.

In its development, the Company had managed and operated toll roads for 545 km in 2012, with majority of the roads is in Java island. It is estimated that in 2014, the Company will operate the toll roads of 738km, and increase of 39.1% compared to 2012. In addition to that, the Company has also operated toll roads outside Java island, which is Belmera toll road connecting Belawan Port to Medan and Tanjung Morawa.

Toll road is one of the facilities/infrastructures supporting Indonesia's economic growth, thus the need of freeway infrastructure development acceleration. The Company as the largest toll roads operator in Indonesia is demanded to be expansive in developing the infrastructure. Moreover, the toll roads growth in Indonesia is relatively slow compare to nations in Southeast Asia. As comparison, Malaysia already owns toll roads with the length of 4,000 km, while toll roads in Indonesia is +/- 750 km.

Company's Corporate Action to Purchase TLKJ Shares that is owned by Waskita, is part of Company's strategic plan to continuously expand the toll roads and also part of Company's policy to develop new toll roads that are connected with the operating toll roads, thus can support the traffic volume target, both for operating toll roads or new toll roads.

2. Transaction Object

TLKJ shares that is owned by Waskita is 18.14% (eighteen point fourteen percent) or 76,208 (seventy six thousand and two hundred and eight) shares.

3. Transaction Value

Transaction Value that has been agreed in the Deed of Shares Sale and Purchase No. 18 dated 6 August 2012 is Rp 117,931,194,128 (one hundred and seventeen billion nine hundred and thirty one million one hundred and ninety four thousand one hundred and twenty eight Rupiah).

4. Company Consideration With Respect to the Shares Purchases

In Purchasing the Shares, the Company have several considerations, namely:

  1. Waskita offers their shares ownership in TLKJ to the Corporation;
  2. Increase the ownership of toll roads and length of toll roads;
  3. Develop the Company's performance growth through Non Organic Growth;
  4. Develop new toll roads that is connected to the operating toll roads, thus creating integration that can increase the traffic, both in the existing toll roads or new toll roads;
  5. Improve the operations system and integrated services;
  6. New toll roads with good financial condition.

 

 

 

 

 

Information Regarding Parties in the Shares Purchasing

PT Trans Lingkar Kita Jaya (“TLKJ”)

General

TLKJ is domiciled at South Jakarta, an Indonesian Legal Entity, is a Limited Liability company that established based on the law of the Unitary State of Republic of Indonesia. TLKJ is established in 2006 with Deed of Establishment No. 18 dated 19 January 2006 with the title of Deed of Establishment of Limited Liability Company PT Translingkar Kita Jaya, made in front of Agus Madjid, SH, Notary in Jakarta. The Article of Association has been amended several times, at 22 August 2008 is amended again based on the resolutions of Extraordinary General Meeting of Shareholders of LTKJ, with the resolutions is stated in the Deed of Meeting Resolution Statement No. 05 dated 30 December 2006, made in front of Doddy Radjasa Waluyo, SH, Notary in Jakarta.

TLKJ is a consortium from 4 companies in Indonesia, consists of PT Transindo Karya Investama, which a subsidiary of Kompas Gramedia Group, Waskita, JLJ and PT Kopnatel Jaya, whose win the development and management tender of Cinere - Jagorawi Toll Roads from Government.

Business Activities

TLKJ main activitiy is to develop and manage the Cinere - Jagorawi Toll Roads from Government. In order to achieve the purposes and objectives, TLKJ can engage in the following business activities:

  1. Organize and carry out the toll road project that covers :
  2. Conduct and/or provide consultancy in :
  3. Conduct all business activities to achieve and in accordance with the purposes and objectives mentioned above and run the business both at jointly and severally with other person or entity, with method and form according to the needs and by heed prevailing law and regulation.
  • Planning, development, operation and maintenance of toll roads, supporting building, roads and toll facilities;
  • Investment and provision of supporting service in toll roads, including the operational management, maintenance, public service and outdoor advertisement facilities;
  • Provide construction services in investment management, construction project, development and operations of toll roads.
  • The design creation of public facility construction of roads and bridges;
  • Project management that related with construction such as offers evaluation, planning, control, supervision and construction of project;
  • Project operations;

 

Capital Structure and Shareholding Structure

Composition of TLKJ shareholding has changed several times. Based on the resolutions of TLKJ General Meeting of Shareholders, the Article of Association of TLKJ is amended again based on the resolutions of TLKJ General Meeting of Shareholders dated 22 December 2008, which the resolutions is stated in the Deed of Meeting Resolutions Statemen No. 05 dated 30 December 2006, made in front of Doddy Radjasa Waluyo, SH, Notary in Jakarta.  In this General Meeting of Shareholders, the shareholders increase the TLKJ subscribed/paid up capital from Rp 240,000,000,000 (two hundred forty billion rupiah) to Rp 420,000,000,000 (four hundred and twenty billion rupiah).

 

With his changes, the TLKJ capital structure is:

Authorized Capital              :    Rp 520,000,000,000 (five hundred twenty billion rupiah) divided to 520,000 (five hundred and twenty thousand) shares, each shares with nominal value of Rp 1,000,000 (one million rupiah)

Subscribed Capital                                   :    Rp 420,000,000,000 (four hundred and twenty billion rupiah) divided to 420,000 (four hundred and twenty thousand) shares

Paid-in Capital                                        :    Rp 420,000,000,000 (four hundred and twenty billion rupiah) divided to 420,000 (four hundred and twenty thousand) shares

The composition of shareholders before the transaction of TLKJ shares purchase by the Company is as follows:

Shareholders

Before Transaction

Number of Share

Total Value (Rp million)

%

PT Transindo Karya Investama

327,634

327,634

78.01%

PT Waskita Karya (Persero)

76,208

76,208

18.14%

PT Jalantol Lingkar Jakarta

13,000

13,000

3.10%

PT Kopnatel Jaya

3,158

3,158

0.75%

Total

420,000

420,000

100.00%

 

The composition of shareholders after the transaction of TLKJ shares purchase by the Company is as follows:

Shareholders

After Transaction

Number of Share

Total Value (Rp million)

%

PT Transindo Karya Investama

327,634

327,634

78.01%

PT Kopnatel Jaya

3,158

3,158

0.75%

PT Jasa Marga (Persero) Tbk

89,208

89,208

21.24%

Total

420,000

420,000

100.00%

Notes:

In addition to the purchase of Waskita's shares, the Company also purchased all of PT Jalantol Lingkar Jakarta's shares, the Company's subsidiary with 99.00% ownership.

Composition of Board of Commissioners and Board of Directors

The composition of TLKJ management since 6 August 2012, is as follows:

 

President Commissioner             :    Ir. Reynaldi Hermansjah

Commissioner                         :    Antonius Irwan Oetama

President Commissioner             :    Ir. Teddy Surianto

Commissioner                         :    Ir. Peter Martungkar Manjuntak, MBA

 

Managing Director               :    Ir. Hilman Muchsin, MM, MT

Director                             :    Cherly Piktiyani Santoso

Director                             :    Theresia Asih Winanti

Director                             :    Ir. Budi Pramono

PT Waskita Karya (Persero) (“Waskita”)

 

With Presidential Decree No. 2 year 1960, dated 16 January 1960 on Determination of Netherlands Contractor Company for Nationalization, Government of Republic of Indonesia nationalize all Netherlands Companies in Indonesia and form national companies in form of State Company (abbreviation in Bahasa: PN) to continue the business activities of the former Netherlands companies. PN Waskita Karya is established based on Government Regulation No. 62 Year 1961 dated 29 march 1961 to continue the business activities of former Netherlands Companies that named NV. Volker Aaneming Maatschappij, which has been amended several times, the last is the Amendment of Article of Association, with Deed of Notary Sutjipto, Sh, M.Kn. No. 140 dated 20 July 2010.

 

Business Activities

Waskita as a company has a purpose to engage in business of construction industry, manufacturing industry, rent service, agency service, investment, agriculture industry, trade, estate management, service of capacity building in the field of construction, information technology and tourism and development to create goods and/or service with high quality and high competitiveness, and also profitable in order to increase the value of Company with the principles of limited liability company.

Capital Structure and Shareholding Structure

According to the Deed of Notary Sutjipto, SH, M.Kn. No. 140 dated 20 July 2010, the capital structure and Waskita shareholders are as follow:

Explanation

Amount (Rp)

Percentage (%)

Authorized Capital

240,000,000,000

 

Paid-in Capital

60,000,000,000

 

PT Perusahaan Pengelolaan Aset (Persero)

59,400,000,000

99.00%

Government of the Republic of Indonesia

600,000,000

1.00%

TOTAL

125,000,000

100.00%

 

Composition of Board of Commissioners and Board of Directors

The Composition of Board of Commissioners and Board of Directors are as follow:

President Commissioner                      :              Iwan Nursyirwan Diar
Commissioner                                :              Soemarno Soerono

Commissioner                                :              Kohirin Suganda Saputra

Commissioner                                :              Arif Burhanudin

 

Managing Director                          :              M. Choliq

Director of Operations I                       :              Didi Triyono

Director of Operations II                       :              Desi Arryani

Director of Business Development and HR     :              Bambang Heru Purnomo

Director of Finance                     :              Tunggul Rajagukguk

Explanation on the Relation and Nature of Affiliation

 

The transaction of sale and purchase of shares that is conducted by the Company with Waskita, is a Affiliate Transaction. Considering that Waskita is indirectly controlled by State of Republic of Indonesia through PT Perusahaan Pengelolaan Aset (PPA), thus the Company and Waskita is controlled by the same party, which is State of Republic of Indonesia, as the main shareholder of the Company.

Ownership Relation

 

INDEPENDENT PARTIES APPOINTED IN THE TRANSACTION

The independent parties appointed by the Company in this transaction, among others are:

  1. Office of Public Appraisal Service Suwendho Rinaldy & Partner as the Independent Appraiser who gave the valuation of fair market value of 18.14% of TLKJ shares;
  2. PT Gandamega Serasi as Financial Consultant who conducted the Financial Due Diligence and providing analysis of feasibility on the investment of 18.14% of TLKJ shares;
  3. PT Multi Phi Betha as Engineering Consultant who conducted the Engineering and Traffic Due Diligence to obtain the fair and efficient project cost and gain the traffic potential from Cinere-Jagorawi Toll Road Project;
  4. Karimsyah LawFirm as Legal Consultant who is appointed by the Company to help in relation with the Legal Due Diligence that is related with the transaction of Shares Purchase.

 

 

SUMMARY OF THE OPINION OF INDEPENDENT PARTIES

  1. 1. Valuation Consultant/Shares Appraisal

KJPP Suwendho Rinaldy & Rekan

Transaction Object

Transaction object TLKJ shares owned by Waskita for 18.14% (eighteen point fourteen percent) or 76,208 (seventy six thousand and two hundred and eight) shares.

Objectives

The objectives of valuation is to provide opinion on the value of transaction object, at 31 August 2011, that is stated in the currency of Rupiah and/or its equivalent. The purposes of the valuation is to provide an illustration of the fair value of transaction object that will be used as the reference by the Company's management and Waskita in executing the Transaction Plan.

Assumptions

The assumptions that are used in this valuation is obtained from project data, financial statement, assets list, Cinere-Jagorawi Toll Road Concession Agreement and discussion with TLKJ, Company and Waskita's management. The used assumptions, among others are:

  1. Completion of Section 1 Toll Road project is in 2012, Section 2 is in 2014 and Section 3 is in 2015.
  2. Total Investment Cost is Rp 1.6 trillion, Section 1 is Rp 89.8 billion, Section 2 is Rp 580 billion and Section 3 is Rp 935.5 billion. Price escalation is 6% per year, starting from 2012.
  3. Projection of traffic volume : Vehicles/day.
  4. Tariff increase is 12% per 2 years, started from 2014.

Valuation standard refers to the 2007 Indonesia Valuation Standards ("SPI"), which is the fair market value by using the estimation of total cash or equivalent that can be obtained from a transaction of company or shares purchase and sale or interest in buyer and seller, both have the capability to conduct transaction, act without coercion and each parties have the relevant facts and information (SPI 2007-PPPI 6.3.26).

Valuation Method

Share valuation methods are discounted cash flow method, adjusted net asset method, and guideline publicly traded company method. The discount is discount of lack of control for 30%, this reflects the deduction of value towards investment value of majority, which is considered as the impact of lack of control from the owners who in the minority position or has limited control. In addition to that, marketability discount for 30% is also applied, which is a deduction towards the value of company shares that is considered from the lack of liquidity of the company's shares to be marketed.

Valuation Summary

The fair market value of Transaction Object at 31 August 2011 is Rp 1,547,491 per share. The fair market value of the 76,208 shares or 18.14% with market value per share of Rp 1,547,491 is Rp 117,931,194,128 or rounded to Rp 117,931,000,000 (one hundred and seventeen billion nine hundred and thirty one million rupiah).

 

  1. 2. Financial Consultant

PT Gandamega Serasi

The objective is to conduct Financial Due Diligence and Feasibility Study of the investment through investigation and analysis of purchase plan of TLKJ 18.14% shares that is owned by Waskita.

Investment Feasibility Level

Net Present Value (NPV) : aims to determine the worthiness of the transaction plan in the future that is evaluated from the present from financial perspective. With discount rate of 14.85%, the NPV value is RP 94.63 million. Positive NPS shows that the transaction plan is worthy.

Internal Rate of Return (IRR) : an investment with IRR value higher than the used discount rate shows that it is profitable and feasible to be executed. From the calculation result, the Equity IRR is 17.05% or higher than the discount rate of 14.85%.

Payback Period : aims to determine the level of investment return gained by investor, and from the calculation, the payback period of the transaction is 10 years and 11 months.

Profitability Index (PI) or Benefit/cost (B/C) Ratio : aims to compare the present value from operational cash flow that will be gained in the future with the present value of investment cost. The calculation result of PI during the projection period is 2.35 (which is higher than 1, shows that the Transaction Plan is Feasible).

 

  1. 3. Engineering Consultant

PT Multi Phi Beta

The purpose of Engineering Consultant is to evaluate the Engineering and Traffic Aspect, especially on the Cinere - Jagorawi Toll Road, thus the fair and efficient project cost can be estimated and the traffic potential of Cinere - Jagowari Toll Road Project can be obtained.

Engineering Aspect

Based on the report of Engineering Consultant, with respect to the construction of Cinere-Jagowari Toll Road, the summary of the report is as follows:

  1. Road construction plan         :              Cinere-Jagorawi Toll Roads
    1. Length of Road                      :              14.64 Km

Consists of                                  :

Section I                                       :              Jagorawi-Raya Bogor         :              3.70 Km

Section II                                      :              Raya Bogor-Kukusan          :              5.50 Km

Section III                                     :              Kukusan-Cinere                  :              5.44 Km

  1. Number of Lane                            :
  • Section I                                  :              2 x 3 lanes (direct)
  • Section II & III                         :              Beginning       : 2 x 2 lanes

End      : 2 x 3 lanes (inner widening)

  • Construction Work for all structure in all sections includes toll roads' cross over and cross under, will be build directly for 2x3 lanes.
  • The additional road widening to 2 x 3 lanes will be started in 2018 or if the number of LHR had reach c/c ratio of 0.8.
  • Interchange Krukut work (Krukut Junction) will be conducted in 2018 or at the same time with the construction of Depok – Antasari toll roads.
  • Pesanggrahan Bridge construction work (STA 9+256 s/d STA 9+723) will be conducted in 2018 or at the same time with the construction of Cinere - Serpong Toll Roads.
  1. Number of interchanges    :

Junction                                      :              2 areas (Cimanggis, Krukut)

Interchange                                :              4 areas (Raya Bogor, Raya Margonda, Raya Kukusan, Raya Limo)

  1. Number of viaduct                        :              17 units
  2. Number of bridge                       :              23 units (including river bridge)
  3. Number of Pedestrian

Bridge                                          :              1 unit (JPO)

Box                                              :              2 units (Ananta Kupa, Koperasi)

  1. Operational Office                   :              1 unit (including supporting facility)
  2. Construction Cost

 

 

 

No

Explanation

PPJT (Rp)

Engineering Consulting Result (Rp)

1.

SECTION– I

305,490,913,550.00

319,823,744,200.00

2.

SECTION– II

397,264,466,393.00

410,528,439,100.00

3.

SECTION– III

408,736,292,494.00

425,970,056,100.00

 

TOTAL COST

1,111,491,672,437.00

1,156,322,239,400.00

 

  1. Land Procurement Schedule
    1. Section I            :              until December 2010

(According to the Minutes of Handover of Freeland for Cinere - Jagorawi Section-I Toll Roads Construction Project (SS Cimanggis - SS Raya Bogor) No .BA.346/BPJT/KE/TN/01/05/2010 dated 22 April 2010)

  1. Section II           :              April 2010 until June 2011
  2. Section III          :              July 2011 until March 2012
  3. Construction Schedule

Construction is started since the issuance of Work Order (abbreviation in Bahasa: SPMK) by Highway Regulators (abbreviation in Bahasa: BPJT), with the schedule as follows:

  1. Section I            :              August 2010 until August 2011
  2. Section II           :              July 2011 until June 2012
  3. Section III          :              April 2012 until March 2013
  4. Operation Schedule
    1. Section I            :              October 2011
    2. Section II           :              August 2011
    3. Section III          :              May 2013

Traffic Aspect

The estimation of beginning traffic volume (vehicles per day) based on Toll Road Concession Agreement (abbreviation in Bahasa: PPJT) is describe in the following table :

Road

Group

Traffic Volume (vehicles/day)

Toll Roads

Vehicle

2011

2012

2013

2014

 

Group I

27,189

30,558

36,058

43,991

 

Group II

1,182

1,329

1,568

1,913

Section-I

Group III

591

664

784

956

 

Group IV

296

332

392

478

 

Group V

296

332

392

478

 

Total

29,554

33,215

39,194

47,816

 

Group I

-

30,558

36,058

43,991

 

Group II

-

1,329

1,568

1,913

Section-II

Group III

-

664

784

956

 

Group IV

-

332

392

478

 

Group V

-

332

392

478

 

Total

-

33,215

39,194

47,816

Road

Group

Traffic Volume (vehicles/day)

Toll Roads

Vehicle

2011

2012

2013

2014

 

Group I

-

-

36,058

43,991

 

Group II

-

-

1,568

1,913

Section-III

Group III

-

-

784

956

 

Group IV

-

-

392

478

 

Group V

-

-

392

478

 

Total

-

-

39,194

47,816

Note : PPJT : Document Attachment of Minutes of Toll Road Concession Continuation Evaluation, Road : Cinere – Jagorawi (Cimanggis), Depok, West Java)

 

  1. 4. Legal Consultant

Karimsyah Lawfirm

In general, Karimsyah Lawfirm provides legal opinion that in the case of purchase transaction of Wakita's share ownership in TLKJ, the Company as a public company, has the obligation to fulfill the requirements and methods stipulated in the Limited Liability Company ACT, and also regulations that are issued by BAPEPAM LK.

 

 

STATEMENT OF BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS

 

Board of Commissioner and Board of Directors hereby declare that all information or material facts have been disclosed in this report and all the information is not misleading.

The Company's Board of Directors stated than the Purchase of TLKJ Share owned by Waskita by the Company is an affiliate transaction as mentioned in the Regulation IX.E.1.

The Company's Board of Directors hereby declares that Transaction that is conducted by the Company as elaborated above is not considered as Material Transaction as mentioned in Regulation No. IX.E.2.

 

ADDITIONAL INFORMATION

 

For all parties who need additional information can contact the Company during office hour at the following address:

 

PT Jasa Marga (Persero) Tbk

Plaza Tol Taman Mini Indonesia Indah

Jakarta 13550 - Indonesia

Disclaimer :

PT Jasa Marga (Persero) Tbk. would like to welcome you to its Website. By viewing this Website, you hereby acknowledge that you have read and accepted the following disclaimers.

Website Disclaimer for PT Jasa Marga (Persero) Tbk.

Information
All information provided in this Website is based on information supplied by PT Jasa Marga (Persero) Tbk (Jasa Marga) and other sources, and is intended only as an introduction and guide to Jasa Marga’s business and its range of available products and services. Even though Jasa Marga uses its best judgment to compile information available from or on its Website from reliable sources, by merely providing access to its Website content, Jasa Marga does not warrant or represent that:

  • The content is accurate or complete;
  • The content is up-to-date;
  • Jasa Marga has a duty to update any content
  • Any projections, predictions, forecasts or other forward-looking statements relating to Jasa Marga’s performance will be realized or achieved
  • The content is free from technical inaccuracies or typographical errors;
  • The content is free from changes caused by third parties; and
  • Your access to Jasa Marga’s Website will be free from interruptions, errors, computer viruses or other harmful components.

Jasa Marga does not accept any liability for any loss or damage, which may, either directly or indirectly, result from any advice, opinion, information, representation or omission, whether negligent or otherwise, contained on this Website, including direct or indirect, special, incidental or consequential damages. In other words, you use Jasa Marga’s Website at your own risk. Jasa Marga reserves the right to amend or supplement the information supplied without prior notice. While Jasa Marga believes the material disclosed is accurate as of the date posted, and may post new information from time to time, Jasa Marga does not assume any obligation to update or correct such information and explicitly disclaims any duty to do so. While every endeavour has been made to supply accurate information, errors and omissions may occur and Jasa Marga in no way guarantees that the information available on this Website is complete, accurate or up-to-date in all cases.

Links
No information contained in any linked site has been prepared or provided by Jasa Marga. Jasa Marga shall not be responsible for, and makes no representations or warranties concerning, the contents, completeness or accuracy of any linked site or any link contained in a linked site to which this Website may refer either directly or indirectly. Jasa Marga does not assume any obligation to update or correct information contained in a linked site or any link contained in a linked site to which this Website may refer either directly or indirectly and explicitly disclaims any duty to do so. Jasa Marga provides links to you only as a convenience, and the inclusion of any link does not imply endorsement, investigation, verification, and any aid in the preparation or approval by Jasa Marga of any information or statement contained in any such linked site. It also does not mean that Jasa Marga is affiliated with the third party website’s owners or sponsors. Jasa Marga reserves the right to terminate a link to a third party website at any time.


In most cases, Jasa Marga is not aware that a third party has linked to its Website. If a third party links to Jasa Marga’s Website, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with Jasa Marga. A website that links to Jasa Marga’s Website:

  • May not replicate Jasa Marga’s content;
  • Should not create a browser, boarder environment or frame Jasa Marga’s content;
  • Should not imply that Jasa Marga is endorsing it or its products;
  • Should not misrepresent its relationship with Jasa Marga;
  • Should not present false information about Jasa Marga’s products or services; and
  • Should not contain content that could be construed as distasteful, offensive or controversial and should contain only content that is appropriate for all age groups.

Press releases
Jasa Marga’s Website contains press releases about Jasa Marga and developments concerning Jasa Marga’s business. While press releases were believed to be accurate as of the date prepared and publicly disseminated, Jasa Marga disclaims any duty or obligation to update the information contained in any press release. Information about companies other that Jasa Marga in press releases should not be relied upon as being provided or endorsed by Jasa Marga.

Disclosure regarding forward-looking statements
Many of the statements included on this Website or documents accessible from this Website, include forward-looking statements. All statements, other than statements of historical facts, including, among others, statements regarding the description of Jasa Marga’s future financial position and operations, plans, strategies, objectives, capital expenditures, projected costs and anticipated cost savings and financing plans, as well as projected levels of growth, are forward-looking statements. Forward-looking statements can generally be identified by the use of terminology such as “may”, “will”, “expect”, “intend”, “plan”, “project”, “estimate”, “anticipate”, “believe”, “hope”, “can”, “is designed to” or similar phrases. Although the absence of such words does not necessarily mean that a statement is not forward-looking.

Jasa Marga cautions you not to place undue reliance on these forward-looking statements. Jasa Marga does not undertake any obligation to publicly release any revisions to any forward-looking statements to reflect the occurrence of unanticipated events after the date on which such statements are made. New factors emerge from time to time, and it is not possible for Jasa Marga to predict all of such factors, nor can it assess the effect of each such factor on Jasa Marga’s business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. All written and oral forward-looking statements attributable to Jasa Marga or persons acting on Jasa Marga’s behalf are qualified in their entirety by these cautionary statements.

Intellectual Property
Jasa Marga owns all copyright and all other intellectual property rights in and to this Website. Everything on this Website is copyrighted unless otherwise noted by Jasa Marga. Jasa Marga welcomes the use of this Website for your non-commercial use only. You should not copy or display for redistribution to third parties or for commercial purposes any portion of this Website without Jasa Marga’s express written permission.

Viruses
Jasa Marga accepts no liability whatsoever arising from the transfer of viruses or the unlawful tampering with the contents of this Website.

Jurisdiction
This Website is governed by, and is to be interpreted in accordance with, the laws of the Republic of Indonesia.