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) 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 IX.E.1"); and (iii) Stock Exchange Regulation No. I-E, Attachment of Decree 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").
We, hereby, for and on behalf of PT Sarana Menara Nusantara Tbk., submit Report on Information or Material Fact, as 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||17 May 2018 and 18 May 2018.|
|2.||Type of Information or Material Facts||Signing of loan agreements by a subsidiary which 99.99% of its shares is owned by the Company with a third parties, namely a banking financial institutions.|
|3.||Description of the Additional Information or Material Fact||
PT Profesional Telekomunikasi Indonesia ("Protelindo"), a subsidiary of the Company which 99.9994% of its shares owned by the Company have signed loan agreements with a third party, namely as follows:
(DBSI Agreement and BSMI Agreement jointly referred to as "Loan Agreements").
The following are several important information in connection with each Loan Agreement, namely:
Furthermore, in connection with the signing of BSMI Agreement, 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 a guarantor by signing the Amended and Restated Corporate Guarantee and Indemnity Agreement with PT Bank Sumitomo Mitsui Indonesia on 18 May 2018.
|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 theoperational activities, legal or financial conditions or the business continuity of the Company due to the signing of Loan Agreements by Protelindo.|
The Loan Agreements obtained by Protelindo areexempt as material transaction as contemplated under 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 the Company is only obligated to disclose information as stipulated under POJK 31.
The Loan Agreementsdo not contain any conflict of interests and arenot an affiliated transactions as contemplated under Regulation No. IX.E.1, because Protelindo and the third parties as the lenders of the loan facilities do not have any affiliated relations.
In addition, the corporate guarantee provided by Iforte on the BSMI Agreement 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, then based on the provision of number 2 letter b item 5 of Regulation No. IX.E.1, the said transaction is only obligated to be submitted to OJK no later than 2 business days upon execution of the corporate guarantee agreement.
We hereby conclude the report on information or material facts. Thank you for your attention and cooperation.
PT Sarana Menara Nusantara Tbk.