NEWS & EVENTS

 

Signing of Corporate Guarantee and Indemnity Agreement made between PT Komet Infra Nusantara with (i) PT Bank Negara Indonesia (Persero) Tbk. and (ii) PT Bank Mandiri (Persero) Tbk.

Jakarta, September 13, 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, 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.
Telephone : 021-2358 5500
Faksimilie : 021-2358 6446
E-mail : investor.relations@ptsmn.co.id

 

1. Date of Occurrence 10 September 2018.
2. Type of Information or Material Facts

Signing of corporate guarantee and indemnity agreement by PT Komet Infra Nusantara (“KIN”), a company which 100% of its shares are owned indirectly by the Company, with respect to guarantee the obligation of PT Profesional Telekomunikasi Indonesia (“Protelindo”), a company which 99.9997% of its shares are owned by the Company.

3. Description of the Additional Information or Material Fact

On 10 September 2018, KIN signed an agreement with third parties as mentioned below:

  1. Corporate Guarantee and Indemnity Agreement dated 10 September 2018 with PT Bank Negara Indonesia (Persero) Tbk. (“Corporate Guarantee BNI”); and
  2. Guarantee Accession Letter dated 10 September 2018 with PT Bank Mandiri (Persero) Tbk. (“Corporate Guarantee Mandiri”).

(Corporate Guarantee BNI and Corporate Guarantee Mandiri, collectively, will hereinafter be referred to as “Corporate Guarantee”).

 

The following are several important information in connection with the Corporate Guarantee, namely:

 

- Corporate Guarantee BNI :

  • KIN will guarantee the obligation of Protelindo with respect to Protelindo’s facility agreement with BNI pursuant to Amendment Agreement dated 10 September 2018 (“Facility Agreement BNI”);

  • Term: 84 months or 7 years as of the signing date, ie. on 24 June 2023;

  • Governing Law: English Law.

- Corporate Guarantee Mandiri:

  • KIN will guarantee the obligation of Protelindo with respect to Protelindo’s facility agreement with Mandiri pursuant to Amendment Agreement dated 10 September 2018  (“Facility Agreement Mandiri”);

  • Term: 60 months or 5 years as of the signing date, ie. on 19 June 2022;

  • Governing Law: Indonesian Law.

Protelindo is a company which 99,9997% of its shares are owned directly by the Company and KIN is a subsidiary company which 100% of its shares are owned by the Protelindo. Further, KIN, BNI and Mandiri do have not any affiliated relations.

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 Corporate Guarantee by KIN.

5. Other information

The Corporate Guarantee signed by KIN is not a material transaction as contemplated under number 1 letter a items 2) of Bapepam and 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 (“Rule No. IX.E.2”).

However, the Corporate Guarantee is categorized as an affiliated transaction as contemplated in Regulation No. IX.E.1.

 

The transaction was carried out by an affiliated party of the Company under the consideration that the terms and conditions of the loan agreement requires that any material subsidiary company of Protelindo is obliged to perform as a guarantor in order to ensure Protelindo’s obligations under Facility Agreement BNI and Facility Agreement Mandiri. KIN, in accordance with the terms and conditions of the Facility Agreement BNI and Facility Agreement Mandiri is a material subsidiary of Protelindo and is therefore obliged to perform as a guarantor.

 

Therefore, the corporate guarantee transaction as mentioned above cannot be carried out if the guarantor is not a subsidiary company of Protelindo.

 

Further, Protelindo has previously signed a facility agreement, respectively with BNI and Mandiri, in which PT Iforte Solusi Infotek, a subsidiary of the Company, also entered into a corporate guarantee agreement as a guarantor with respect to the relevant facility agreement.

 

However, considering that KIN is a subsidiary which 100% of its shares are owned indirectly by the Company through its subsidiary, namely Protelindo, which owns 100% of KIN’s shares, therefore based on the provision 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.

Best regards,
PT Sarana Menara Nusantara Tbk.