PT Sarana Menara Nusantara Tbk. (the "Company") hereby informs that PT Profesional Telekomunikasi Indonesia ("Protelindo"), a subsidiary which 99.9994% of its shares is owned by the Company and PT Iforte Solusi Infotek ("iForte"), a subsidiary which entire shares are owned directly by Protelindo has signed the IDR350,000,000,000 Revolving Loan Facility Agreement dated 11 August 2015 (the "DBS Facility Agreement") between iForte as the borrower, Protelindo as the guarantor, PT Bank DBS Indonesia as the facility agent and lender ("DBS"). In connection with the provision of DBS Facility Agreement, has also been signed the Corporate Guarantee and Indemnity dated 11 August 2015 by and between Protelindo as the corporate guarantor and DBS as the facility agent (the "Guarantee Agreement").
The value of the DBS Facility Agreement is amounting to Rp350,000,000,000.00. Maturity date of the DBS Facility Agreement is on 11 August 2016. The DBS Facility Agreement bears interest which is of the amount of Jakarta Interbank Offered Rate plus the applicable margin that is equal to 2.15% per annum for an interest period of 1 month and 2.35% per annum for an interest period of 3 months. The intended use of proceed from the DBS Facility Agreement is: (i) to repay the loan facility of iForte under the facility agreement dated 22 February 2013 and its amendments executed by and between iForte and DBS, and (ii) for general corporate purposes of iForte.
The DBS Facility Agreement executed by iForte as well as the Guarantee Agreement provided by Protelindo as described above does not constitute a Material Transaction as stipulated in Article 1.a point 2 of Bapepam and LK Regulation No. IX.E.2 concerning Material Transactions and Change of Main Business Activities, Attachment of Decree of the Chairman of Bapepam and LK No. Kep-614/BL/ 2011, dated 28 November 2011, because the DBS Facility Agreement as well as the Guarantee Agreement has a value of less than 20% of the Company‘s equity pursuant to the Company's Consolidated Financial Statements with Independent Auditor’s Report as of 31 December 2014.
In addition, the corporate guarantee above constitutes an Affiliated Transaction as defined in Bapepam and LK Regulation No. IX.E.1 concerning Affiliated Transactions and Conflict of Interests on Certain Transactions, Attachment of Decree of the Chairman of Bapepam and LK No. Kep-412/BL/ 2009 dated 25 November 2009 (the “Regulation No. IX.E.1”). However, considering that iForte is a subsidiary which 100% of its shares are owned directly by Protelindo, the corporate guarantee constitutes an Affiliated Transaction under the provision of number 2 letter b point 5) of the Regulation No. IX.E.1, and therefore, the Company is only required to submit Disclosure of Information to shareholders of the Company no later than 2 (two) working days after the execution date of the corporate guarantee agreement, thus this notice is submitted in order to comply with the provisions of Bapepam and LK Regulation No. X.K.1, Attachment of Decree of the Chairman of Bapepam and LK No. Kep-86/PM/1996 dated 24 January 1996, concerning Disclosure of Information that Must be Announced to the Public Immediately and IDX Regulation No. I-E concerning Obligation of Information Submission, Attachment of Decree of the Board of Directors of Jakarta Stock Exchange No.: Kep-306/BEJ/07-2004 dated 19 July 2004.