Juni 03, 2019

Report On Material Information or Facts

We hereby for and on behalf of the company submit a Material Information or Facts Report to fulfill the provisions of the Financial Services Authority Regulation No. 31 / POJK.04 / 2015 concerning Openness of Material Information or Facts by Issuers or Public Companies ("POJK No. 31/2015") as follows:

 

Name of Issuer or Public Company                     : PT Phapros Tbk

Business Fields                                                     : Industri Farmasi

Telephone                                                              : (021) 527 6263

Facsimile                                                               : (021) 520 9381

Electronic mailing address (e-mail)                      : corporate@phapros.co.id

 

1.

Date of event

June 1st 2019.

2.

Types of Information or Material Facts

The acquisition of important contracts, where PT Phapros Tbk ("Phapros") and PT Kimia Farma Trading & Distribution ("KFTD") have signed a Cooperation Agreement on Drug Distribution (Over the Counter Drugs, Generic Drugs and Branded Generic Drugs) and Medical Devices ("Products") No. 018/S.Pj/LE/V/19-008/00/PERJ-KFTD/04/19 dated May 14 2019, which is effective as of June 1, 2019 ("Transaction").

 

3.

Description of Material Information or Facts

 

Contracting parties:

·       Phapros.

·       KFTD.

 

The relationship between the parties:

PT Kimia Farma (Persero) Tbk ("KF") owns 56.77% of the total issued and paid-up capital of Phapros and owns 99.99% of the total issued and paid-up capital of KFTD so that Phapros and KFTD are affiliates because they are controlled by the same party.


Types of Contract:

Product distribution cooperation agreement.

 

Contract value:

For the distribution of Products by KFTD, Phapros will get a potential income of approximately IDR 1,000,000,000,000 (one trillion rupiah) each year.

 

Reasons for obtaining contracts:

The transaction aims to appoint KFTD as (i) distributor of Phapros Products from June 1, 2019; and (ii) sole distributor of Phapros Products from January 1, 2020 ("Appointment of KFTD").

 

4.

The impact of the event, information or material facts on operational activities, law, financial condition, or business continuity of the Issuer or Public Company

 

Operational Activities:

Phapros is one of the pharmaceutical companies, so that with the Transaction Phapros's operational activities will have 2 (two) distributors in the second semester of 2019 and 1 (one) distributor since January 1, 2020, which will distribute the company's products to customers.


Law:

·         In accordance with the provisions of item 2.b. (4) Bapepam-LK Regulation No. IX.E.1, Attachment to the Decision of the Chairperson of the Capital Market and Financial Institution Supervisory Agency Number Kep-412 / BL / 2009 concerning Affiliated Transactions and Conflict of Interest ("Regulation IX.E.1"), this Transaction is an affiliate transaction that is excluded from fulfillment the procedures listed in Regulation IX.E.1, because this Transaction is the main business activity of Phapros.

·         In accordance with the provisions in point 3.a. (5) Bapepam-LK Regulation No. IX.E.2, Attachment to the Decision of the Chairperson of the Capital Market and Financial Institution Supervisory Agency Number Kep-614 / BL / 2011 concerning Material Transactions and Changes in Major Business Activities ("Regulation IX.E.2"), this Transaction is a material transaction because it has value exceeds 50% (fifty percent) of the equity of Phapros. However, in accordance with the provisions in point 3.a.5) of Regulation IX.E.2, this Transaction is a material transaction that is excluded from the fulfillment of the procedures listed in Regulation IX.E.2, because this Transaction is the main business activity of Phapros.

·         According to POJK No. 31/2015, in carrying out the Transaction, Phapros is obliged to submit this Information or Material Facts Report to the Financial Services Authority and to make information or material facts to the public through the Phapros website in Indonesian and foreign languages.


Financial Conditions:

Phapros's financial condition after the execution of the Transaction is that with the addition of distributors it is expected that the Company's target or Budget can be achieved and increase the Company's cashflow.

5.

Other information

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