Disclosure of Information In Connection With the Assigned Party in the Bonds by the Controlled Subsidiary of PT Sarana Menara Nusantara Tbk (“Company”)
Jakarta, August 5, 2016 | Source: Company

We refer to the Regulation of Capital Markets and Financial Institutions Supervisory Agency (“Bapepam-LK”) No. IX.E.1, Attachment to Decision of Chairman of Bapepam-LK No. Kep-412/BL/2009 dated 25 November 2009 concerning Affiliated Transactions and Conflict of Interest of Certain Transactions (“Regulation No. IX.E.1”).

Firstly we would like to inform that in 2014, a subsidiary of PT Professional Telekomunikasi Indonesia, a limited liability company established and existing under the laws of the Republic of Indonesia, which 99.99% of its shares owned by the Company ("Protelindo"), namely Protelindo Finance B.V., a company established under the law of the Netherlands, which is an indirect subsidiary of the Company ("Protelindo Finance") has issued Singapore Dollar unsecured guaranted bonds the with a value of SGD180.000.000 (one hundred eighty million Singapore dollar) and a fixed interest rate of 3.25% (three point two five percent) and due to 27 November 2024 ("Bonds").

The Company would hereby inform you that on August 3, 2016, have been made and signed Deed of Amendment Relating to the Trust Deed, Deed of Amendment Relating to the Agency Agreement, and Amended and Restated Agreement Relating to the Reimbursement and Indemnity Agreement by Protelindo, with each DB Trustees (Hong Kong) Limited as Trustee, Deutshce Bank AG, Hong Kong Branch as principal paying agent and transfer agent, and Credit Guarantee and Investment Facility as guarantor.

As mentioned above, the signing of the those agreements is the implementation upon an approval from bondholders through the Consent Solicitation Memorandum dated 22 July 2016 to amend the provisions related to the transfer of the initial issuer of the Bonds, from Protelindo Finance to Protelindo. In connection with the abovementioned, Protelindo replace Protelindo Finance position as an issuer of Bonds ("Transaction") to the bondholders.

On August 3, 2016 Protelindo also signed ISDA 2002 Master Agreement, Novation Agreement and Termination Deed respectively with the DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited, to hedge the principal and interest payments with respect to the Transaction.

Previously, the Company has also announced a Disclosure of Information to the shareholders of the Company related to the issuance of Bonds on 24 November 2014 through the Suara Pembaruan newspaper as compliance with the Bapepam-LK Regulation No. IX.E.2 concerning Material Transactions and Change of Main Business Activities and the Regulation No. IX.E.1.

The underlying considerations and reasons of the Transaction with affiliated parties of the Company are as follows:

  • capitalizing opportunity to monetize Protelindo investment in Netherlands subsidiary with substantial capital gains;
  • to reduce the burden of debt; and
  • to simplify the structure of loan/financing.

Transactions, including the transfer of its obligations as issuer of the Bonds from Protelindo Finance to Protelindo is categorized as Affiliated Transactions as contemplated in the Regulation No. IX.E.1. However, given that Protelindo Finance is a subsidiary 100% owned indirectly by Protelindo through 100% ownership of shares by Protelindo in Protelindo Luxembourg, then the Transaction is an 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 agreements related to the Transactions.

We also inform you that the Transactions 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. The Board of Commissioners and Board of Directors hereby declare to have disclosed all material information in connection with the Transaction and declared that all disclosed information is not misleading as required by the Regulation No. IX.E.1.