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||5 September 2018.|
|2.||Type of Information or Material Facts||
Signing of corporate guarantee and indemnity agreement by PT Komet Infra Nusantara (“KIN”), a company which 100% of its shares are owned indirectly by the Company, with respect to guarantee the obligation of PT Profesional Telekomunikasi Indonesia (“Protelindo”), a company which 99.9997% of its shares are owned by the Company.
|3.||Description of the Additional Information or Material Fact||
On 5 September 2018, KIN signed an agreement with third parties as mentioned below:
(Corporate Guarantee OCBC and Corporate Guarantee DBS, collectively, will hereinafter be referred to as “Corporate Guarantee”).
The following are several important information in connection with the Corporate Guarantee, namely:
- Corporate Guarantee OCBC:
- Corporate Guarantee DBS:
Protelindo is a company which 99,99% of its shares are owned indirectly by the Company and KIN is a subsidiary company which 100% of its shares are owned by the Protelindo. Further, KIN, OCBC and DBS do have not any affiliated relations.
|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 Corporate Guarantee by KIN.
The Corporate Guarantee signed by KIN is not a material transaction as contemplated under number 1 letter a items 2) of Bapepam and 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”).
However, the Corporate Guarantee is categorized as an affiliated transaction as contemplated in Regulation No. IX.E.1.
The transaction was carried out by an affiliated party of the Company under the consideration that the terms and conditions of the loan agreement requires that any material subsidiary company of Protelindo is obliged to perform as a guarantor in order to ensure Protelindo’s obligations under Facility Agreement OCBC and Facility Agreement DBS. KIN, in accordance with the terms and conditions of the Facility Agreement OCBC and Facility Agreement DBS is a material subsidiary of Protelindo and is therefore obliged to perform as a guarantor.
Therefore, the corporate guarantee transaction as mentioned above cannot be carried out if the guarantor is not a subsidiary company of Protelindo.
Further, Protelindo has previously signed a facility agreement, respectively with OCBC and DBS, in which PT Iforte Solusi Infotek, a subsidiary of the Company, also entered into a corporate guarantee agreement as a guarantor with respect to the relevant facility agreement.
However, considering that KIN is a subsidiary which 100% of its shares are owned indirectly by the Company through its subsidiary, namely Protelindo, which owns 100% of KIN’s shares, therefore based on the provision number 2 letter b item 5 of Regulation No. IX.E.1, the relevant corporate guarantee provided by KIN 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.