We refer to (i) Financial Services Authority Regulation Number 31/POJK.04/2015 dated 16 December 2015, concerning Disclosure of Material Information or Facts by Issuers 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 No. IX.E.1”) and (ii) Jakarta Stock Exchange Regulation No. I-E, Attachment to Decision of the Board of Directors of PT Bursa Efek Jakarta Number Kep-306/BEJ/07-2004 dated 19 July 2004, concerning Obligation of Information Submission (“Regulation I-E”).
Hereby we, on behalf of the company, submit the Report on Material Information or Facts as follows:
|Name of Issuer or Public Company||:||PT Sarana Menara Nusantara, Tbk("Company")|
|Line of Business||:||Services except for services in the fields of law and taxation, as well as investment or participation in other companies|
|1.||Date of Event||24 June 2016.|
|2.||Type of Material Information or Facts||Signing of loan agreements by a subsidiary which 99.99% of its shares is owned by the Company with third parties.|
|3.||Description of Material Information or Facts||
On 24 June 2016, PT Profesional Telekomunikasi Indonesia (“Protelindo”), a subsidiary of the Company which 99.99% of its shares is owned by the Company, signed loan agreements with third parties, namely:
(BTMU Agreement, BNI Agreement and BSMI Agreement jointly referred to as “Loan Agreements”).
The following is several important information in connection with each Loan Agreement, namely:
That the funds received by Protelindo from the Loan Agreements will be used for the purpose of payment on the purchase of telecommunication tower assets from PT XL Axiata Tbk. as agreed upon under Asset Purchase Agreement dated 28 March 2016.
Furthermore, PT Iforte Solusi Infotek (“Iforte”), a subsidiary of the Company which all of its shares is owned by the Company either directly or indirectly, also entered into as guarantor in the Loan Agreements.
|4.||Impact of event, material information or facts on operational activities, legal, financial condition or business continuity of Issuer or Public Company||That there is no material impact on operational activities, legal, financial condition or business continuity of the Company on the Loan Agreements obtained by Protelindo.|
The Loan Agreements obtained by Protelindo are exempt material transactions as contemplated in number 3 letter a items 3) and 4) 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, thus only obligated to disclose information as stipulated in POJK 31.
Furthermore, these Loan Agreements do not contain conflict of interest and are not affiliated transactions as contemplated in Regulation No. IX.E.1, because between Protelindo and the third parties as lenders of the loan facilities do not have affiliated relationships as stipulated in applicable laws and regulations in the capital market sector.
In addition, company guarantee provided by Iforte on the Loan Agreements as mentioned above is an affiliated transaction as contemplated in Regulation No. IX.E.1, however, considering that Iforte is a subsidiary which 99.99% of its shares is owned directly by Protelindo, the company guarantee is an affiliated transaction under the provision of number 2 letter b item 5 of Regulation No. IX.E.1, and therefore the Company is only obligated to submit disclosure of information to the shareholders of the Company no later than 2 business days upon execution of the company guarantee agreement.