We refer to (i) Financial Services Authority Regulation Number 31/POJK.04/2015 dated 16 December 2015, regarding Disclosure on Material Information or Facts by Issuers or Public Companies ("POJK 31"); (ii) Bapepam-LK Regulation No. IX.E.1, Attachment ofChairman of Bapepam-LK Decree No. Kep-412/BL/2009 dated 25 November 2009 on Affiliated Transactions and Conflict of Interest on Certain Transactions ("Regulation No. IX.E.1"); and (iii) Jakarta Stock Exchange Regulation No. I-E, Attachment of Board of Directors of PT Bursa Efek Jakarta Decree No.: Kep-306/BEJ/07-2004 dated 19 July 2004, on Obligatory Submission of Information ("Regulation I-E").
We,PT Sarana Menara Nusantara Tbk., hereby,submitsa Report on Material Information or Factas described below:
|Name of Issuer or Public Company||:||PT Sarana Menara Nusantara, Tbk (“Company”)|
|Scope of Business/td>||:||Providing services except services in the field of law and tax industry and invest in other companies.|
|1.||Date of Occurrence||14 December 2017|
|2.||Type of Information or Material Facts||The signing of a loan agreement by, a subsidiary company which 99.99% of shares are owned by the Company, and a direct wholly-owned subsidiary company of Protelindo through a third party.|
|3.||Description of Material Information or Fact||
On 14 December 2017, PT Profesional Telekomunikasi Indonesia ("Protelindo"), a subsidiary company which shares are 99.99% owned by the Company, and PT Iforte Solusi Infotek ("iForte"), a direct wholly-owned subsidiary of Protelindo, and PT Bank DBS Indonesia ("DBS"), have signed an Amending Agreement dated 14 December 2017 ("Amending Loan Agreement") which is an amendment to IDR350,000,000,000 Revolving Loan Facility Agreement dated 11 August 2015 lastly amended by Amendment Letter dated 21 July 2017 between iForte as the borrower, Protelindo as the guarantor, DBS Indonesia as the facility agent and lender.
Iforte hereby intends to increase the amount of the existing loan and extend the loan period. Below are material information in relation with each Loan Agreement, among others:
|4.||The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Company||There is no material impact to the operational activities, legal, financial condition, or business sustainability of the Company as a result from the signing of the Amending Loan Agreement by iForte.|
The Amending Loan Agreement and Statement of Guarantee as mentioned above are not Material Transactions as referred to in Article 1.a paragraph 2 of Bapepam and LK Regulation No. IX.E.2 on Material Transactions and Change of Main Business Activities, Attachment of Capital Market and Financial Institutions Supervisory Body No. Kep-614/BL/2011 dated 28 November 2011, because its transaction value is less than 20% of the Company’s equity based on the Company’s Consolidated Financial Statements dated 30 June 2017.
The corporate guarantee mentioned above is an Affiliated Transaction as referred to in Regulation No. IX.E.1. However, by taking into account that iForte is a subsidiary company which shares are 100% directly and indirectly owned by the Company, therefore the relevant corporate guarantee is included as an Affiliated Transaction as mentioned in article 2 paragraph b point 5) of Regulation No. IX.E.1, and therefore, the Company shall be obligated to submit a Disclosure of Information to the shareholders of the Company at the latest within 2 (two) working days as of the signing of the Statement of Guarantee, and as such this notification is made in order to comply with the Regulation No. IX.E.1, POJK 31 and Regulation I-E.
Thus we convey the above. Thank you for your attention and cooperation.
PT Sarana Menara Nusantara Tbk.