NEWS & EVENTS

 

Signing of Corporate Guarantee and Indemnity Agreement and Guarantor Accession Letter made between PT Komet Infra Nusantara with (i) MUFG Bank Ltd. and (ii) PT Bank Sumitomo Mitsui Indonesia

Jakarta, September 20, 2018 | Source: Company

 

We refer to (i) Bapepam-LK Rule No. IX.E.1, Attachment of Decree of Head of Bapepam-LK No. Kep-412/BL/2009 dated 25 November 2009 regarding Affiliated Transactions and Certain Conflict of Interests (“Rule IX.E.1”); and (ii) the 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 disclosure of information with regards to an Affiliated Transaction (as defined herein) pursuant to Article 2 sub-article (b) point (3) and (5) of Rule IX.E.1, described as follows:

 

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. The parties in the Affiliated Transaction and affiliated relations with the Company

a. PT Profesional Telekomunikasi Indonesia (“Protelindo”), a company which 99.9997% of its shares are directly owned by the Company;

 

b. PT Komet Infra Nusantara (“KIN”), a company which 100% of its shares are directly owned by Protelindo;

 

c. MUFG Bank Ltd., Cabang Jakarta (“BTMU”), a banking institution which does not have any affiliated relations with the Company; and

 

d. PT Bank Sumitomo Mitsui Indonesia (“BSMI”), a banking institution which does not have any affiliated relations with the Company.

3.

Affiliated Transactions

(objects and value of transactions)

The signing of:

  1. Corporate Guarantee and Indemnity Agreement between KIN and BTMU dated 18 September 2018 (“Corporate Guarantee Agreement BTMU”)

     

    Corporate Guarantee Agreement BTMU was signed to meet the requirements under Facility Agreement dated 24 June 2016 as lastly amended under Amended and Restated Facility Agreement dated 18 September 2018 (“BTMU Facility Agreement”). Under BTMU Facility Agreement, KIN, a material subsidiary whose assets are greater than 10% of the total assets of Protelindo, must provide a corporate guarantee.

     

  2. Corporate Guarantee and Indemnity Agreement between KIN and BSMI dated 18 September 2018 (“Corporate Guarantee Agreement BSMI”)

     

    Corporate Guarantee Agreement BSMI was signed to meet the requirements under Facility Agreement dated 24 June 2016 as lastly amended under Amended and Restated Facility Agreement signed on 18 September 2018 (“BSMI 2016 Facility Agreement”). Under BSMI 2016 Facility Agreement, KIN, a material subsidiary whose assets are greater than 10% of the total assets of Protelindo, must provide a corporate guarantee.

     

  3. Guarantor Accession Letter between KIN, Protelindo and BSMI dated 18 September 2018 (“Guarantor Letter BSMI”)

     

    Guarantor Letter BSMI was signed to meet the requirements under Facility Agreement dated 28 February 2017 as lastly amended under Amended and Restated Facility Agreement signed on 18 September 2018 (“BSMI 2017 Facility Agreement”). Under BSMI 2017 Facility Agreement, KIN, a material subsidiary whose assets are greater than the total assets of Protelindo, must provide a corporate guarantee.

4. Consideration and reason of conducting Affiliated Transactions

The signing of corporate guarantee agreements mentioned above is categorized as an affiliated transaction as stated under Regulation No. IX.E.1.

 

The transaction was carried out by affiliated parties of the Company under the consideration that the terms and conditions of the facility agreements require that any material subsidiary company of Protelindo is obliged to perform as a guarantor. KIN, in accordance with the terms and conditions of the abovementioned facility agreements, 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 BTMU and BSMI, 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 agreements.

 

 

5. Other information

 

The signing of Corporate Guarantee Agreement BTMU, Corporate Guarantee Agreement BSMI and Guarantor Letter BSMI by KIN is not categorized as 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.

 

 

 

This disclosure of information is also made to fulfill the provision under 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.

 

 

We hereby conclude the report on information or material facts.

 

The Board of Directors and Board of Commissioners of this Company hereby state that the information disclosed above contains material information which is true and not misleading.

 

Thank you for your attention and cooperation.

 

Best regards,
PT Sarana Menara Nusantara Tbk.