Holders of Indosat Finance’s US$300,000,000 7.75% Guaranteed Notes Due 2010 Consented to Proposed Amendments to the Indenture
For Immediate Release
JAKARTA, Indonesia, February 1, 2006 – Indosat Finance Company B.V. (“Indosat Finance”), a wholly owned subsidiary of PT Indosat Tbk (“Indosat”), released an announcement, as attached, regarding the expiration of its consent solicitation relating to its US$300,000,000 7.75% Guaranteed Notes Due 2010 (the “Notes”).
"We are pleased with the outcome of the consent solicitation and thank the holders of the Notes for their kind attention and support of this exercise," stated Hasnul Suhaimi, President Director of Indosat. “We look forward to a continued long-term relationship with the holders of the Notes and investors,” added Hasnul.
Indosat Finance is a wholly owned subsidiary of Indosat established for financing purposes. Indosat is a leading telecommunications and information service provider in Indonesia that provides cellular services (Mentari, Matrix and IM3), IDD services (IDD 001, IDD 008 and FlatCall 016), fixed telecommunication services (StarOne, I-Phone). Indosat also provides Multimedia, Internet & Data Communication Services (MIDI). Indosat's shares are listed in the Jakarta and Surabaya Stock Exchanges (JSX:ISAT) and its American Depository Shares are listed in the New York Stock Exchange (NYSE:IIT).
For further information please contact:
Corporate Secretary
Tell: 62-21-3869614
Fax : 62-21-3804045
Email :investor@indosat.com
Website :www.indosat.com
Disclaimer :
This document contains certain financial information and results of operation and may also contain certain projections, plans, strategies, and objectives of Indosat, that are not statements of historical fact which would be treated as forward-looking statements within the meaning of applicable law. Forward-looking statements are subject to risks and uncertainties that may cause actual events and Indosat's future results to be materially different than expected or indicated by such statements. No assurance can be given that the results anticipated by Indosat, or indicated by any such forward-looking statements, will be achieved.
This document is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of an offering circular that may be obtained from the Company and will contain detailed information about the Company and management, as well as financial statements.
Indosat Finance Company B.V., a Subsidiary of PT Indosat Tbk, Announces Expiration of the Consent Solicitation Related to its US$300,000,000 7.75% Guaranteed Notes Due 2010
FOR IMMEDIATE RELEASE
JAKARTA, Indonesia, January 26, 2006 (BUSINESS WIRE) – Indosat Finance Company B.V. (“Indosat Finance”), a wholly owned subsidiary of PT Indosat Tbk (“Indosat”), announced today that the consent solicitation relating to its US$300,000,000 7.75% Guaranteed Notes Due 2010, CUSIP No. 45579MAA5, ISIN Nos. US45579MAA53 and USN44507AA44 (the “Notes”) has expired at 5:00 p.m., New York City time, on January 24, 2006 (the “Expiration Time”).
The primary purpose of the consent solicitation was to modify certain covenants under the indenture pursuant to which the Notes were issued (the “Indenture”) to make them consistent with the terms of the indenture dated June 22, 2005 (the “2012 Indenture”) among Indosat International Finance Company B.V. (“Indosat International”), Indosat and The Bank of New York, as trustee, under which US$250,000,000 7.125% Guaranteed Notes Due 2012 (the “2012 Notes”) were issued by Indosat International (the “Proposed Amendments”). Indosat Finance was seeking to conform the terms of the Indenture to the terms of the 2012 Indenture to achieve increased management and administrative efficiencies and to modify certain covenants contained in the Indenture. In addition, pursuant to the 2012 Indenture, Indosat was required to seek the release of Indosat International, a wholly owned subsidiary of Indosat, as a guarantor of the Notes (the “Proposed Release”).
By 5:00 P.M., New York City time, on January 24, 2006, Indosat Finance had received consent for the Proposed Amendments and holders of the Notes representing an aggregate principal amount of US$239,526,000, or 79.842% of the outstanding Notes, pursuant to the terms and conditions set forth in the Consent Solicitation Statement dated January 11, 2006.
The Proposed Amendments required the receipt of consents from the holders of a majority in aggregate principal amount of Notes and the Proposed Release required the receipt of consents from all holders of the Notes. Based on the consents received as of the Expiration Time, the parties to the Indenture have executed a Third Supplemental Indenture giving effect to the Proposed Amendments. The requisite consents for the Proposed Release were not received and Indosat International will remain a guarantor, together with Indosat, under the Indenture.
Indosat Finance will pay the consent fee of US$3.00 per US$1,000 principal amount of Notes to holders of the Notes that consented to the Proposed Amendments prior to the Expiration Time.
Deutsche Bank AG, London Branch and Goldman Sachs (Singapore) Pte. acted as the solicitation agents for the consent solicitation. Questions regarding the consent solicitation and the results of such process should be directed to the solicitation agents at the following numbers:
Deutsche Bank AG, London Branch Toll-free within the United States: +1 (866) 627 0391 Collect: +1 (212) 250 2955 London: +44 20 7545 8011 Singapore: +65 6423 5342 |
Goldman Sachs (Singapore) Pte. Hong Kong: +852 2978 0672 |
Indosat Finance and Indosat International wholly owned subsidiaries of Indosat established for financing purposes. Indosat is a leading telecommunications and information service provider in Indonesia that provides cellular services (Mentari, Matrix and IM3), IDD services (IDD 001, IDD 008 and FlatCall 016), fixed telecommunication services (StarOne, I-Phone). Indosat also provides Multimedia, Internet & Data Communication Services (MIDI). Indosat's shares are listed in the Jakarta and Surabaya Stock Exchanges (JSX:ISAT) and its American Depository Shares are listed in the New York Stock Exchange (NYSE:IIT).
This release and the Statement will not be distributed into Italy. This release is not a solicitation of consent with respect to any securities. The distribution of this release and the Statement in certain jurisdictions may be restricted by law and persons into whose possession this release or the Statement comes are requested to inform themselves about, and to observe, any such restrictions.
Forward-looking Information
The information contained in this press release that addresses future results or expectations is considered “forward-looking” information within the definition of the U.S. federal securities laws. Forward-looking information in this document can be identified through the use of words such as “may,” “will,” “intend,” “plan,” “project,” “expect,” “anticipate,” “should,” “would,” “believe,” “estimate,” “contemplate” and “possible.” The forward-looking information is premised on many factors, some of which are outlined below. Actual consolidated results might differ materially from projected forward-looking information if there are any material changes in management’s assumptions.
The forward-looking information and statements are or may be based on a series of projections and estimates and involve risks and uncertainties. These risks and uncertainties include such factors as: the availability of funds, either through cash on hand or our revolving credit facility, to repay any amounts due should the maturity of any notes become accelerated; potential further downgrades in the credit ratings of the Government of Indonesia; our ability to respond quickly to trends in the telecommunications industry; the competitive environment within the telecommunications industry; effective expense control; geo-political risks and changes in interest rates. For additional information regarding these and other risk factors, please refer to Indosat’s Form 20-F for the fiscal year ended December 31, 2004 filed with the SEC, which may be accessed via EDGAR through the Internet atwww.sec.gov.
Management undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events, or otherwise. Persons are advised, however, to consult any further disclosures management makes on related subjects in its reports filed with the SEC and in its press releases.
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