We refer to (i) Bapepam-LK Rule No. IX.E.1, Attachment of Decree of Head of Bapepam-LK No. Kep-412/BL/2009 dated 25 November 2009 regarding Affiliated Transactions and Certain Conflict of Interests (“Rule IX.E.1”); and (ii) the 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 disclosure of information with regards to an Affiliated Transaction (as defined herein) pursuant to Article 2 sub-article (b) point (3) and (5) of Rule IX.E.1, described as follows:
|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||10 September 2018.|
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
a. PT Profesional Telekomunikasi Indonesia (“Protelindo”), a company which 99.9997% of its shares are directly owned by the Company;
b. PT Komet Infra Nusantara (“KIN”), a company which 100% of its shares are directly owned by Protelindo;
c. MUFG Bank Ltd., Cabang Jakarta (“BTMU”), a banking institution which does not have any affiliated relations with the Company; and
d. PT Bank Sumitomo Mitsui Indonesia (“BSMI”), a banking institution which does not have any affiliated relations with the Company.
Affiliated Transactions(objects and value of transactions)
The signing of:
|4.||Consideration and reason of conducting Affiliated Transactions||
The signing of corporate guarantee agreements mentioned above is categorized as an affiliated transaction as stated under Regulation No. IX.E.1.
The transaction was carried out by affiliated parties of the Company under the consideration that the terms and conditions of the facility agreements require that any material subsidiary company of Protelindo is obliged to perform as a guarantor. KIN, in accordance with the terms and conditions of the abovementioned facility agreements, 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 BTMU and BSMI, 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 agreements.
The signing of Corporate Guarantee Agreement BTMU, Corporate Guarantee Agreement BSMI and Guarantor Letter BSMI by KIN is not categorized as 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.
This disclosure of information is also made to fulfill the provision under 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.
We hereby conclude the report on information or material facts.
The Board of Directors and Board of Commissioners of this Company hereby state that the information disclosed above contains material information which is true and not misleading.
Thank you for your attention and cooperation.
PT Sarana Menara Nusantara Tbk.