NEWS & EVENTS

 

Signing of Loan Agreement and Corporate Guarantee Agreement between PT Komet Infra Nusantara, PT Profesional Telekomunikasi Indonesia and PT Bank Mandiri (Persero) Tbk

Jakarta, June 4, 2018 | Source: Company

We refer to (i) Financial Services Authority Rule Number 31/POJK.04/2015 dated 16 December 2015, regarding Disclosure on Material Information or Facts by Issuer 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 IX.E.1"); and (iii) Stock Exchange Regulation No. I-E, Attachment of Decree of the Board of Directors of the Jakarta Stock Exchange No.: Kep-306/BEJ/07-2004 dated 19 July 2004 regarding The Obligation of Information Submission ("Rule I-E").

We, hereby, for and on behalf of PT Sarana Menara Nusantara Tbk., submit Report on Information or Material Fact, as described below:

Name of Issuer or Public Company : PT Sarana Menara Nusantara Tbk. (the "Company")
Scope of Business : Providing services except services in the field of law and tax and investment in other companies.
Telephone : 021-2358 5500
Facsimile : 021-2358 6446
E-mail : investor.relations@ptsmn.co.id


1. Date of Occurrence 30 May 2018.
2. Type of Information or Material Facts Signing of the loan agreement by PT Komet Infra Nusantara ("KIN") with PT Bank Mandiri (Persero) Tbk. ("Bank Mandiri") and the corporate guarantee provided by PT Profesional Telekomunikasi Indonesia ("Protelindo").

KIN is a company which all of its shares are owned by Protelindo, whereas Protelindo is a subsidiary which 99.9994% of its shares are owned by the Company.
3. Description of Material Information or Fact On 30 May 2018, KIN signed Special Transaction Loan Facility Agreement dated 30 May 2018 (“Loan Agreement”) with Bank Mandiri.

The following are several important information in connection with the Loan Agreement, namely:
  • Amount of loan facilities:
    • Facility A: IDR1,200,000,000,000; and
    • Facility B: IDR100,000,000,000;
  • Purposes:
    • Facility A: repayment for KIN’s creditors and repayment of the KIN’s credit facility pursuant to HSBC Facility Agreement and other obligations in relation to such prepayment;
    • Facility B: general corporate purposes
  • Term: 5 years as of the signing date;
  • Interest: the aggregate of (i) Jakarta Interbank Offered Rate (JIBOR) (1 month) and (ii) the applicable margin, ie. 1.80% per annum; and
  • Applicable law: Indonesian law.


In connection with the Loan Agreement above, Protelindo provided a corporate guarantee based on Corporate Guarantee Agreement dated 30 May 2018 with Bank Mandiri (“Guarantee Agreement”) to guarantee KIN’s obligations under the relevant Loan Agreement.

Below are a few important points in connection with the Guarantee Agreement, namely.:
  • Insurer: Protelindo;
  • Insured: Bank Mandiri:
  • Insured Obligor: KIN;
  • During the term of the guarantee, PTI will among others:
    • Retain at least 99% of its direct shares ownership in KIN;
    • Protelindo will not transfer its obligations and rights to other parties; and
  • The applicable law is the Indonesian law.


This Guarantee Agreement is a accesory transaction required under the Loan facility in order for KIN to be granted such loan, in which the insured, ie. Bank Mandiri, is a non-affiliated third party.

Both Protelindo and KIN are under the same controller, i.e the Company.
4. The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Company There is no material impact to the operational activities, legal or financial conditions or the business continuity of the Company due to the signing of the Loan Agreement by KIN and the Corporate Guarantee Agreement by Protelindo, respectively.
5. Other information The Loan Agreement obtained by KIN and the Guarantee Agreement signed by Protelindo are not a material transaction and the said transactions are exempt as material transaction as contemplated under 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 the Company is only obligated to disclose information as stipulated under POJK 31.

Such Loan Agreement does not contain any conflict of interests and is not an affiliated transaction as contemplated under Regulation No. IX.E.1, because KIN and the third party as the lender of the loan facility do not have any affiliated relations.

In addition, the Loan Agreement mentioned above is an affiliated transaction as contemplated in Regulation No. IX.E.1, however, considering that KIN is a subsidiary which 100% of its shares are owned directly by Protelindo, therefore based on the provision of number 2 letter b item 5 of Regulation No. IX.E.1, the relevant corporate guarantee provided by Protelindo is an affiliated transaction which is only obligated to be submitted to OJK no later than 2 business days upon execution of the corporate guarantee agreement.

We hereby conclude the report on information or material facts. Thank you for your attention and cooperation.

Best regards,
PT Sarana Menara Nusantara Tbk.