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”); (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”); (iv) Letter of PT Sarana Menara Nusantara Tbk. No. 107/CS-OJK/SMN/XII/16 dated 23 December 2016 regarding Disclosure of Information to the Shareholders in Compliance with Regulation IX.E.1 (“Company Letter 2016”); and (v) Letter of the Company No. 073/CS-OJK/SMN/IX/17 dated 8 September 2017 regarding Disclosure Report on Material Information or Facts (“Company Letter 2017”).
We, for and on behalf of PT Sarana Menara Nusantara Tbk. (the “Company”), hereby submit Report on Information or Material Fact in relation with the signing of Amending Agreement dated 19 September 2018 (“Amending Agreement”) by PT Profesional Telekomunikasi Indonesia (“Protelindo”), a subsidiary company which 99.9997% of its shares are owned by the Company. The Amending Agreement is a second amendment of IDR500,000,000,000 Revolving Loan Facility Agreement dated 21 December 2016 as amended by First Amendment of Facility Agreement dated 6 September 2017 (“Initial Facility Agreement”). Whereas the Amending Agreement is a continuous transaction for the Initial Facility Agreement, of which the Company has issued a Disclosure of Information as stated under Company Letter 2016 and Company Letter 2017.
The Company 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 September 2018.|
|2.||Type of Information or Material Facts||
Signing of Amending Agreement by Protelindo and PT Bank Central Asia Tbk (“BCA”).
|3.||Description of the Additional Information or Material Fact||
As previously disclosed under Company Letter 2016 and Company Letter 2017, Protelindo has signed the Initial Facility Agreement with BCA (the “Transaction”). Whereas the Transaction is an Affiliated Transaction as referred to under Regulation IX.E.1, in which the Disclosure of Information for Transaction was announced to shareholders of the Company, respectively, in the Company’s website and the Indonesian Stock Exchange’s website on 23 December 2016 and 8 September 2017.
In relation with the Transaction, on 19 September 2018, Protelindo and BCA have signed Amending Agreement which is a second amendment which includes an amendment and restatement of the Initial Facility Agreement, in order to adjust the agreement with the current conditions of 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 Amending Agreement by Protelindo.
The Amending Agreement signed 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 (“Rule No. IX.E.2”).
Whereas, the signing of the Amending Agreement is a continuous affiliated transaction, in which (i) the transaction under the Initial Facility Agreement which underlies the signing of the Amending Agreement has fulfilled Regulation IX.E.1; and (ii) no changes were made to the terms and conditions of the Transaction after the signing of the Amending Agreement which could harm the Company, and therefore the signing of this Amending Agreement has fulfilled requirements of the provision of number 2 letter b item 5 of Regulation No. IX.E.1 and is therefore only obligated to be reported to OJK no later than 2 business days upon the execution of the relevant Amended Agreement.
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.
PT Sarana Menara Nusantara Tbk.