We refer to (i) Financial Services Authority Regulation Number 31/POJK.04/2015 dated 16 December 2015, concerning Disclosure of Material Information or Facts by Issuers or Public Companies (“POJK 31”); (ii) Bapepam-LK Regulation No. IX.E.1 Attachment to Decision of Chairman of Bapepam-LK Number Kep-412/BL/2009, dated 25 November 2009 concerning Affiliated Transactions and Conflict of Interest on Certain Transactions (“Regulation No. IX.E.1”) and (ii) Jakarta Stock Exchange Regulation No. I-E, Attachment to Decision of the Board of Directors of PT Bursa Efek Jakarta Number Kep-306/BEJ/07-2004 dated 19 July 2004, concerning Obligation of Information Submission (“Regulation I-E”).
Hereby we, on behalf of the company, submit the Report on Material Information or Facts as follows:
|Name of Issuer or Public Company||:||PT Sarana Menara Nusantara, Tbk (“Company”)|
|Line of Business||:||Services except for services in the fields of law and taxation, as well as investment or participation in other companies|
|1.||Date of Event||23 March 2017.|
|2.||Type of Material Information or Facts||Execution of loan agreement by a subsidiary which all of its shares are owned directly or indirectly by the Company with third parties.|
|3.||Description of Material Information or Facts||
On 23 March 2017, PT Iforte Solusi Infotek ("iForte"), a subsidiary of the Company which entire shares are owned directly or indirectly by the Company, PT Profesional Telekomunikasi Indonesia ("Protelindo"), and PT Bank DBS Indonesia ("DBS") signed the Amending Agreement dated 23 March 2017 (“Amending Loan Agreement”) which an amendment of the IDR350,000,000,000 Revolving Loan Facility Agreement dated 11 August 2015 as amended by Amendment Agreement dated 1 July 2016 and Second Amendment Agreement dated 1 October 2016 between iForte as the borrower, Protelindo as the Guarantor, DBS Indonesia as the facility agent and the lender.
Iforte in this case intends to increase the amount of existing debt facilities and to change the term of the loan to be as follows:
|4.||Impact of event, material information or facts on operational activities, legal, financial condition or business continuity of Issuer or Public Company||There is no material impact on operational activities, legal, financial condition or business continuity of the Company on the Amending Loan Agreement obtained by iForte and Guarantee Confirmation by Protelindo.|
In connection with the provision of Amending Loan Agreement and Guarantee Confirmation as defined above does not constitute a Material Transaction as stipulated in Article 1.a point 2 of Bapepam and LK Regulation No. IX.E.2 concerning Material Transactions and Change of Main Business Activities, Attachment of Decree of the Chairman of Bapepam and LK No. Kep-614/BL/ 2011, dated 28 November 2011, because the Amending Loan Agreement and the Guarantee Confirmation has a value of less than 20% of the Company‘s equity pursuant to the Company's Consolidated Financial Statements with Independent Auditor’s Report as of 31 December 2016 (audited).
In addition, the execution of Guarantee Confirmation above constitutes an Affiliated Transaction as defined in Regulation No. IX.E.1 . However, considering that iForte is a subsidiary which 100% of its shares are owned directly by Protelindo, therefore the confirmation applicability corporate guarantee in the Guarantee Confirmation constitutes an Affiliated Transaction under the provision of number 2 letter b point 5) of the Regulation No. IX.E.1, and therefore, the Company is only required to submit Disclosure of Information to shareholders of the Company no later than 2 (two) working days after the execution date of the Corporate Guarantee thus this notice is submitted in order to comply with the provisions of POJK 31 and Regulation I-E.