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||10 September 2018.|
|2.||Type of Information or Material Facts||Signing of Loan Agreement between PT Komet Infra Nusantara (“KIN”) and PT Quattro International (“Quattro”).|
|3.||Description of the Additional Information or Material Fact||
On 10 September 2018, KIN signed an intercompany loan agreement with Quattro (hereinafter referred to as “Loan Agreement”).
The following are several important information in connection with the Loan Agreement, namely:
KIN is a company which 100% of its shares are owned directly by Protelindo. Quattro is a subsidiary company which all of its shares are owned indirectly by Protelindo.
Whilst, Protelindo is a company which 99,9997% of its shares are owned by the Company.
|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 Loan Agreement by KIN and Quattro.
The Loan Agreement signed by KIN and Quattro 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 (“Rule No. IX.E.2”).
However, the Loan Agreement is categorized as an affiliated transaction as contemplated in Regulation No. IX.E.1.
The transaction was carried out between affiliated parties of the Company by taking into account that Quattro may obtain a more practical and quicker alternative for funding, considering the loan funds will be directly used for Quattro’s own working capital. Furthermore, if the loan is provided by another party, it will take a longer process, and therefore it may not able to meet Quattro’s current necessities. Moreover, in comparison with loan provided by KIN, a shareholder of Quattro, such process by a third party may also incur additional charges or fees.
The advantages obtained by Quattro as mentioned above are expected to cause a positive impact to Quattro’s finances and through which Quattro’s performance will be improved and will in turn provide financial advantages for the Company.
However, considering that KIN and Quattro are subsidiary companies which 100% of their shares are owned indirectly by the Company through its subsidiary namely Protelindo which owns 100% of KIN’s shares, therefore based on the provision of number 2 letter b item 5 of Regulation No. IX.E.1, the relevant loan provided by KIN to Quattro 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 Loan Agreement.
We hereby conclude the report on information or material facts. Thank you for your attention and cooperation.
PT Sarana Menara Nusantara Tbk.