We refer to (i) Financial Services Authority Rule Number 31/POJK.04/2015 dated 16 December 2015, regarding Disclosure on Material Information or Facts by Issuer or Public Companies (“POJK 31”); (ii) Chairperson of the Capital Market and Financial Institution Supervisory Board (Bapepam-LK) Rule No. IX.E.1 Attachment Decision of Chairman of of Capital Market and Financial Institutions Supervisory Board No. Kep-412/BL/2009 dated 25 November 2009, on Affiliate Transactions and Conflicts of Interest in Certain Transactions (“Rule No. IX.E.1”); (iii) Stock Exchange Regulation No. I-E, Decision of the Board of Directors of The Jakarta Stock Exchange No.: Kep-306/BEJ/07-2004 dated 19 July 2004 regarding The Obligation of Information Submission (“Rule I-E”); and (iv) Letter of PT Sarana Menara Nusantara Tbk. No. 107/CS-OJK/SMN/XII/16 dated 23 December 2016 (“Company Letter of 23 December 2016”).
We, hereby, for and on behalf of PT Sarana Menara Nusantara Tbk., submit a Report on Information or Material Fact with respect to the signing of the First Addendum of the Facility Agreement No. 263/Add/KCK/2017 dated 6 September 2017 (“Amendment Agreement”), by PT Profesional Telekomunikasi Indonesia (“Protelindo”, a subsidiary of PT Sarana Menara Nusantara Tbk. (“Company”) which 99.99% of its share is owned by the Company), which is the amendment of the IDR500,000,000,000 Revolving Loan Facility Agreement dated 21 December 2016 (“Loan Agreement 2016”), which upon the signing of the Loan Agreement 2016, an Information Disclosure has been made on the 23 December 2016 as evidenced in the Company Letter of 23 December 2016, as described below. In this Report on Information or Material Fact, unless the context requires otherwise or unless is defined otherwise in this Report on Information or Material Fact, all of the words and terms defined in the Company Letter of 23 December 2016, shall have the same meaning when used herein.
|Name of Issuer or Public Company||:||PT Sarana Menara Nusantara, Tbk.|
|Scope of Business||:||Providing services except services in the field of law and tax industry and invest in other companies.|
|1.||Date of Event||6 September 2017.|
|2.||Type of Material Information or Facts||Signing of the Amendment Agreement by Protelindo and PT Bank Central Asia Tbk. (“BCA”) (“Signing of the Amendment Agreement”).|
|3.||Description of Material Information or Facts||
As disclosed in the the Company Letter of 23 December 2016, on 21 December 2016, Protelindo has signed a Loan Agreement 2016 (“Transaction”). Such Transaction is considered an Affiliated Transaction as referred to in Rule No. IX.E.1, where the Infromation Disclosure regarding the Transaction has been announced to the Company's shareholders through the Company's website, www.ptsmn.co.id and the Indonesia Stock Exchange website on December 23, 2016, as has
also been disclosed in Company Letter of 23 December 2016.
In relation to the Transaction, on 6 September 2017, Protelindo and BCA have signed the Amendment Agreement regarding the changes as follow:
|4.||Impact of event, material information or facts on operational activities, legal, financial condition or business continuity of Issuer or Public Company||The Signing of the Amendment Agreement as mentioned above does not result to material impact towards the operational activities, legal, financial condition, or business sustainability of the Company.|
The Signing of the Amendment Agreement is a continuing transaction, whereby (i) the Signing Transaction of Loan Agreement 2016 (which is the original transaction) which was executed prior to the Signing of the Amendment Agreement has met the requirements under Rule No. IX.E.1; and (ii) the terms and conditions of the Transaction after the Signing of the Amendment Agreement does create any change that might result any harm to the Company, therefore satisfy the provision under Number 2 letter c item (3) of the Rule No. IX.E.1.
Based on the matters described in the preceding paragraph above, the Signing of the Amendment Agreement is exempted from the obligations referred to in Number 2 letter a and b of Rule No. IX.E.1.
However, the Company intends to provide complete information to the shareholders of the Company, particularly in relation to the change in the Transaction as described in this Report on Information or Material Fact.