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, for and on behalf of PT Sarana Menara Nusantara Tbk., hereby submit Report on Information or Material Fact, as described below:
|Name of the 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.|
|1.||Date of Occurrence||19 July 2018.|
|2.||Type of Information or Material Facts||Signing of a loan agreement by PT Profesional Telekomunikasi Indonesia ("Protelindo"), a subsidiary which 99.9994% of its shares are owned by the Company, with PT Bank BNP Paribas Indonesia ("Bank BNPPI") to be guaranteed by PT Komet Infra Nusantara ("KIN"), a subsidiary company which all of its shares are owned by Protelindo.|
|3.||Description of the Additional Information or Material Fact||
On 19 July 2018, Protelindo signed Facility Agreement dated 19 July 2018 ("Facility Agreement") with Bank BNPPI.
The following are several important information in connection with the Facility Agreement, namely:
In connection with the Facility Agreement above, KIN provided a corporate guarantee based on Guarantor Accession Letter dated 19 July 2018 with Bank BNPPI (“Guarantor Letter”) to guarantee Protelindo’s obligations under the relevant Facility Agreement.
|4.||The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Issuer or Public 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 Facility Agreement by Protelindo.|
The Facility Agreement obtained by Protelindo is not a material transaction as contemplated under number 1 letter a items 2) 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 Facility Agreement does not contain any conflict of interests and is not an affiliated transaction as contemplated under Regulation No. IX.E.1, because Protelindo and the third party as the lender of the loan facility do not have any affiliated relations.
In addition, the corporate guarantee provided by KIN under the Facility Agreement is categorized as 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 KIN is an affiliated transaction which is only obligated to be submitted to OJK no later than 2 business days upon the execution of the said guarantee.
We hereby conclude the report on information or material facts. Thank you for your attention and cooperation.
PT Sarana Menara Nusantara Tbk.