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”).
We, for and on behalf of PT Sarana Menara Nusantara Tbk. (the “Company”), hereby submit report on Affiliated Transactions (as defined herein) in accordance with Article 2 paragraph (b) point (3) and (5) of Regulation IX.E.1, 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||23 October 2018.|
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
Affiliated Transactions(objects and value of transactions)
On 23 October 2018, Protelindo signed Corporate Facility Agreement No. JAK/180550 /U/180905 dated 23 October 2018 (“Facility Agreement”) with PT Bank HSBC Indonesia (“Bank HSBC”).
The following are several important information in connection with the Facility Agreement:
In relation with the above Facility Agreement, KIN provided a corporate guarantee through the signing of Guarantee and Indemnity (Limited Amount) dated 23 October 2018 with Bank HSBC (“Guarantee Agreement”) to guarantee Protelindo’s obligations under the Facility Agreement.
The following are several important information in connection with the Guarantee Agreement:
|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.
The Facility Agreement and Guarantee 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, therefore the Company is only required to conduct a disclosure of information as regulated under POJK 31.
Whereas, the corporate guarantee provided by KIN for the Facility Agreement as mentioned above is an affiliated transaction as mentioned under Regulation IX.E.1. 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.
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.
We hereby conclude the report on information or material facts.
Thank you for your attention and cooperation.
PT Sarana Menara Nusantara Tbk.