NEWS & EVENTS

 

Signing of loan agreements by a subsidiary which 99.99% of its shares is owned by PT Sarana Menara Nusantara, Tbk (“Company”) with third parties.

Jakarta, June 21, 2017 | Source: Company

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
Telephone : 021-2358 5500
Facsimile : 021-2358 6446
E-mail : investor.relations@ptsmn.co.id


1. Date of Event 19 June 2017, 20 June 2017, and 21 June 2017.
2. Type of Material Information or Facts Execution of loan agreements by a subsidiary, which 99.99% of its shares is owned by the Company with third parties.
3. Description of Material Information or Facts PT Profesional Telekomunikasi Indonesia (“Protelindo”), a subsidiary of the Company, which 99.99% of its shares is owned by the Company, signed loan agreements with third parties, namely:
  1. Amendment Letter with DBS Bank Ltd. dated 19 June 2017 (“DBS Agreement”);
  2. Amendment Letter with Sumitomo Mitsui Banking Corporation Singapore Branch dated 20 June 2017 (“SMBC Agreement”);
  3. Amendment Letter with Oversea-Chinese Banking Corporation Limited dated 21 June 2017 (“OCBC Agreement”); and
  4. Facility Agreement with PT Bank Mandiri (Persero) Tbk. dated 20 June 2017 (“Mandiri Agreement”);
(DBS Agreement, SMBC Agreement, OCBC Agreement, and Mandiri Agreement jointly referred to as “Loan Agreements”).

The following are several important information in connection with each Loan Agreement, namely: - DBS Agreement:
  1. An applicable margin of one point forty (1.40%) per annum.
- SMBC Agreement:
  1. Term: six (6) Years from the signing date; and
  2. An applicable margin of one point fifty (1.50%) per annum.
- OCBC Agreement:
  1. Term: eight (8) Years from the signing date; and
  2. An applicable margin for each (a) Facility A Loan, one point fifty per cent (1.50%) per annum; and (b) Facility B Loan, one point fifty per cent (1.50%) per annum.
- Mandiri Agreement:
  1. Total commitment up to Rp1.000.000.000.000;
  2. Term: maximum 5 years from the signing date or on 19 June 2022;
  3. Purposes: General Corporate Purpose, which can be used for the following matters:
    Pembiayaan Perseroan secara umum, yang dapat dipergunakan antara lain untuk:
    1. payments on existing Protelindo debts through refinancing and/or takeover schemes; and
    2. capital expenditure;
  4. Interest: (a) Jakarta Interbank Offered Rate (1 or 3 months) and (b) an applicable margin of one point eight percent (1.8%) per annum; and
  5. Governing law: Indonesia.
Furthermore, PT Iforte Solusi Infotek (“Iforte”), a subsidiary of the Company which all of its shares is owned by the Company either directly or indirectly, also signed corporate guarantee in connection with Protelindo Loan Agreements with third parties, namely:
  1. First Guarantee Confirmation Letter dated 19 June 2017 with DBS Bank Ltd. dated 19 June 2017 (“DBS Guarantee Confirmation”);
  2. First Guarantee Confirmation Letter dated 20 June 2017 with Sumitomo Mitsui Banking Corporation Singapore Branch dated 19 June 2017 (“SMBC Guarantee Confirmation”); and
  3. 3) First Guarantee Confirmation Letter dated 21 June 2017 with Oversea-Chinese Banking Corporation Limited dated 21 June 2017 (“OCBC Guarantee Confirmation”);
(DBS Guarantee Confirmation, SMBC Guarantee Confirmation, and OCBC Guarantee Confirmation to affirm that Protelindo still provide corporate guarantee in connection with the Facility Agreement (“Guarantee Confirmations”).
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 Loan Agreements obtained by Protelindo.
5. Other information The Loan Agreements obtained by Protelindo and Guarantee Confirmations by iForte are exempted material transactions as contemplated in number 3 letter a items 3) and 4) of Bapepam and LK (“Bapepam-LK”) Regulation No. IX.E.2, Attachment to Decision of Chairman of Bapepam-LK No. Kep-614/BL/2011 dated 28 November 2011, concerning Material Transactions and Change of Main Business Activities, thus only obligated to disclose information as stipulated in POJK 31.

Furthermore, these Loan Agreements do not contain conflict of interest and are not affiliated transactions as contemplated in Regulation No. IX.E.1, because between Protelindo and the third parties as lenders of the loan facilities do not have affiliated relationships as stipulated in applicable laws and regulations in the capital market sector.

In addition, Guarantee Confirmations provided by Iforte on the Loan Agreements as mentioned above is an affiliated transaction as contemplated in Regulation No. IX.E.1, however, considering that Iforte is a subsidiary which 99.99% of its shares is owned directly by Protelindo, then based on the provision of number 2 letter b item 5 of Regulation No. IX.E.1, the company guarantee provided by iForte is an affiliated transaction which only obligated to be submitted to OJK no later than 2 business days upon execution of the company guarantee agreement.