We refer to the (i) Financial Services Authority Regulation No. 31/POJK/04/2015 dated 16 December 2015, concerning Disclosure on Information or Material Facts by Issuer or Public Company ("POJK 31"); and (ii) Jakarta Stock Exchange Regulation No. I-E, Attachment of Board of Directors of Resolution of PT Bursa Efek Jakarta No.: Kep-306/BEJ/07-2004 dated 19 July 2004, concerning Information Submission Obligation ("Regulation I-E").
On behalf of the company, we submit the Material Facts or Information Report as follows:
|Issuer or Public Company Name||:||PT Sarana Menara Nusantara, Tbk (the "Company")|
|Business Activity||:||Services exclude service in the field of law and tax, and conducting investment or subscription on another company|
|Electronic Mail Address (e-mail)||:||email@example.com|
|1.||Event Date||27 May 2016.|
|2.||Type of Material Facts or Information||The proposed sell of all Protelindo Luxembourg S.a.r.l’s ("Protelindo Luxembourg") shares in Protelindo Netherlands B.V. ("PNBV") (which represents 56% of the voting and economic rights to the shares in PNBV), to Cellnex Telecom S.A. ("Cellnex"), whereby Protelindo Luxembourg is a company established in Luxembourg, and is 100% wholly owned by PT Profesional Telekomunikasi Indonesia ("Protelindo"), a subsidiary of the Company, which shares is owned 99.99% by the Company.|
|3.||Material Facts or Information Description||
The Company hereby informs that its controlled companies, i.e. Protelindo as a guarantor, and Protelindo Luxembourg as seller, on 27 May 2016, have executed Share Puchase Agreement with each of, Cellnex as purchaser and Management Tower Europe S.a.r.l. as seller in relation to the sale of all shares in PNBV to Cellnex ("Contemplated Transaction").
Based on the Contemplated Transaction as mentioned above, Cellnex has agreed to purchase and to receive the transfer of all shares in PNBV, owned by Protelindo Luxembourg (56%) and Management Tower Europe S.a.r.l. (44%) (together the Sellers), which completion will be implemented at the latest by 31 October 2016 in accordance with the Share Purchase Agreement.
The net price is around EUR109,000,000 (one hundred and nine million Euro) and comprises of the price of all shares in PNBV based on the Share Purchase Agreement, which is EUR112,000,000 (one hundred twelve milion Euro) and an amount of EUR3,159,296 (three million one hundred fifty nine thousand two hundred ninety six Euro) which remains at PNBV as estimated net cash amount per 30 June 2016. The division of the price between Sellers shall be determined between signing and completion.
Further, herewith is also informed that the purpose of the transaction is to support the Company’s plan in conducting efficient investment business whereby the company structure will be more efficient and Protelindo will also obtain fund that may be used as capital expenditure and to expand its business.
|4.||Event, information or material facts impact to the operational, legal, financial or continuity of the Company’s business||With respect to the Contemplated Transaction, there is no material impact to the operational, legal, financial condition, or the continuity of the Company’s business. It is expected in the future that the funds obtained or acquired may result in business profit and expansion opportunity for Company/Protelindo business to support the operations of the Company/Protelindo.|
The value of the Contemplated Transaction is less than 20% of the Company’s equity as of 31 December 2015 which is in the amount Rp.7.678 trillion. Hence, the Contemplated Transaction shall not fall under material transaction as defined under Bapepam and LK Regulation No. IX.E.2, Attachement of the Chairman of Bapepam-LK Decree No. Kep-614/BL/2011 dated 28 November 2011, concerning Material Transaction and the Change of Main Business Activity.
The Contemplated Transaction is also not considered as a conflict of interest nor considered as an affiliate transaction as defined under Bapepam-LK Regulation No. IX.E.1, Attachement of the Chairman of Bapepam-LK Decree No. Kep-412/BL/2009, dated 25 November 2009 concerning Affiliate Transaction and Certain Conflict of Interest Transaction, since Protelindo and Cellnex as the seller and the puchaser do not have any affiliation as governed under capital market applicable regulations.