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, for and on behalf of PT Sarana Menara Nusantara Tbk., hereby submit Report on Information or Material Fact, as described below:
|Name of the Issuer or Public Company||:||PT Sarana Menara Nusantara Tbk. (the “Company”)|
|Scope of Business||:||Providing services except services in the field of law and tax and investment in other companies.|
|1.||Date of Occurrence||16 August 2018.|
|2.||Type of Information or Material Facts||
Signing of amended and restated facility agreement by PT Iforte Solusi Infotek ("Iforte") with PT Bank DBS Indonesia ("Bank DBSI") and amended and restated corporate guarantee agreement by PT Profesional Telekomunikasi Indonesia ("Protelindo") and Bank DBSI.
Iforte is a company which 100% of its shares are owned indirectly by the Company and Protelindo is a subsidiary company which 99.9994% of its shares are owned by the Company.
|3.||Description of the Additional Information or Material Fact||
On 16 August 2018, Iforte signed Amending Agreement ("Amending Agreement") with Bank DBSI.
The following are several important information in connection with the Amending Agreement, namely:
In connection with the signing of the Amending Agreement, Protelindo also amended its corporate guarantee by signing the Amended and Restated Corporate Guarantee and Indemnity Agreement dated 16 August 2018 with Bank DBSI ("Amended Corporate Guarantee Agreement") to guarantee Iforte’s obligations under the relevant Amending Agreement. This Amended Corporate Guarantee Agreement was made under the Indonesian Law.
|4.||The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Issuer or Public Company||There is no material impact to the operational activities, legal or financial conditions or the business continuity of the Company due to the signing of the Amending Agreement by Iforte and Amended Corporate Guarantee Agreement by Protelindo.|
The Amending Agreement obtained by Iforte is not a material transaction as contemplated under number 1 letter a items 2) 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 ("Rule No. IX.E.2") and is an exempted from material transaction under number 3 letter a item 3) of Regulation No. IX.E.2., thus the Company is only obligated to disclose information as stipulated under POJK 31.
Such Amending Agreement does not contain any conflict of interests and is not an affiliated transaction as contemplated under Regulation No. IX.E.1, because Iforte and the third party as the lender of the loan facility do not have any affiliated relations.
In addition, the Amended Corporate Guarantee Agreement is categorized as an affiliated transaction as contemplated in Regulation No. IX.E.1. However, considering that Iforte is a subsidiary which 99.99% of its shares are owned directly by Protelindo and which 100% of its shares are owned indirectly by the Company, therefore based on the provision of number 2 letter b item 5 of Regulation No. IX.E.1, the relevant corporate guarantee provided by Protelindo is an affiliated transaction which is only obligated to be submitted to OJK no later than 2 business days upon the execution of the said guarantee.
We hereby conclude the report on information or material facts. Thank you for your attention and cooperation.
PT Sarana Menara Nusantara Tbk.