The Company would hereby inform you that (i) Protelindo Finance B.V. (“PFBV”), a subsidiary of the Company which shares are wholly owned indirectly by the Company, (ii) PT Professional Telekomunikasi Indonesia (“Protelindo”), a subsidiary of the company which 99.99% of its shares is owned by the Company, and (iii) PT Iforte Solusi Infotek (“Iforte”), a subsidiary of the Company which shares are wholly owned directly or indirectly by the Company, respectively, has entered into and signed a novation and amendment to PFBV’s previous loan agreements executed in November 2014 (“Loan Agreements”), whereas PFBV as debtor intends to assign its rights and obligations under the Loan Agreements to Protelindo and Iforte as guarantors.
PFBV, Protelindo, and Iforte, respectively, has signed the following agreements:
In connection with the Novation of Loan Agreements, an amendment to each Loan Agreement has also been made on all information and references related to the subsidiaries of the Company in the Netherlands which have been sold to a third party, namely Protelindo Netherlands B.V. and Protelindo Towers B.V.
In line with the above, Protelindo has also signed amendment to Protelindo’s two loan agreements, both signed with PT Bank Negara Indonesia (Persero) Tbk. under Amendment Agreement dated 30 June 2016 (“BNI Amendment Agreement”). Furthermore, Iforte has also entered into becoming a guarantor in the BNI Amendment Agreement.
The underlying considerations and reasons on the Novation of Loan Agreements and the BNI Amendment Agreement with affiliated parties of the Company are as follows:
Considering that PFBV, Protelindo and Iforte, respectively as a subsidiary, which at least 99% of its shares is owned directly or indirectly by the Company, then the Novation of Loan Agreements and the BNI Amendment Agreement can be categorized as Affiliated Transactions as contemplated in number 2 letter b paragraph 5) of the Regulation No. IX.E.1., thus the Company is only required to submit Disclosure of Information to the shareholders of the Company no later than two (2) business days after the signing date of the Loan Agreements and the BNI Amendment Agreement.
We also inform you that the Novation of Loan Agreements and the BNI Amendment Agreement are not material transactions as contemplated in the 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 (“Regulation No. IX.E.2”).
Furthermore, the Company also inform that on 1 July 2016, Iforte has amended its loan agreement by Amendement Agreement with PT Bank DBS Indonesia as a lender and facility agent and Protelindo as a guarantor. The Amendment of such loan agreement is not catogorize as a material transaction with respect to the Regulation No. IX.E.2.
The Board of Commissioners and Board of Directors hereby declare to have disclosed all material information in connection with the Novation of Loan Agreements and the BNI Amendment Agreement and declare that all disclosed information is not misleading.