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”); (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. (the “Company”), hereby submit report on Affiliated Transactions (as defined herein) in accordance with Article 2 paragraph (b) point (3) and (5) of Regulation IX.E.1, 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||21 November 2018.|
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
Affiliated Transactions(objects and value of transactions)
On 21 November 2018, Protelindo signed an office lease agreement, respectively with KIN, Quattro, Darmanusa and Global dated 21 November 2018 in relation with the lease of office spaces by KIN, Quattro, Darmanusa and Global (hereinafter referred to, respectively, as “Lease Agreement” or collectively as “Lease Agreements”).
The following are several important information in connection with the above agreements:
- Lease Agreement with KIN:
- Lease Agreement with Quattro:
- Lease Agreement with Darmanusa:
- Lease Agreement with Global:
|4.||Consideration and reason of conducting Affiliated Transactions||
The signing of Lease Agreements as mentioned above are constituted as affiliated transactions pursuant to Rule No. IX.E.1.
The transaction is conducted to support the business activities of KIN, Quattro, Darmanusa and Global, the domiciles of which are in the process of being relocated to Bandung.
Whereas the leases were signed by affiliated parties of the Company, by considering that Protelindo has initially lease the relevant space and the leaseback by Protelindo to each of the companies will be more effective and efficient. Therefore KIN, Quattro, Darmanusa and Global each is expected to be able to increase its efficiency of capital use through effective and efficient office rental costs, and therefore on a consolidated basis it is expected to have a positive impact on the Company's business activities.
The Company is of the view that such effectiveness and efficiency will not be achieved if the lease is carried out with non-affiliated parties.
The Lease Agreements signed by Protelindo, KIN, Quattro, Darmanusa and Global are not constituted as material transactions 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, therefore the Company is only required to conduct a disclosure of information as regulated under POJK 31.
Whereas, the signing of Lease Agreements as mentioned above are affiliated transactions as mentioned under Regulation IX.E.1. However, considering that (i) KIN is a subsidiary which 100% of its shares are owned directly by Protelindo and (ii) the shares of Quattro, Darmanusa and Global are owned by KIN, respectively in the amount of 99.99%, 99.83% and 99%, therefore based on the provision number 2 letter b item 5 of Regulation No. IX.E.1, the signing of office lease agreements above is only obligated to be submitted to OJK no later than 2 business days upon the execution of the said leases.
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.
We hereby conclude the report on information or material facts.
Thank you for your attention and cooperation.
PT Sarana Menara Nusantara Tbk.