We refer to (i) 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”); (ii) 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||27 November 2018.|
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
Affiliated Transactions(objects and value of transactions)
On 27 November 2018, Protelindo signed Deed of Sale and Purchase of Shares No. 160 dated 27 November 2018 made before Dr. Irawan Soerodjo, S.H., MSi., a Notary in Jakarta (“Shares Purchase Deed”).
The following are several important information in connection with the Shares Purchase Deed:
|4.||Consideration and reason of conducting Affiliated Transactions||
Shares Purchase Deed between the Company and Protelindo was signed in compliance with the provision under Article 7 paragraph 5 of Law No. 40 on Limited Liability Companies, which requires that after KIN has obtained its legal entity status and there are less than 2 (two) shareholders, within no later than 6 (six) months as from this circumstance, shareholder concerned must transfer parts of his/her shares to other party or the company shall issue new shares to other parties. In this matter, Protelindo as the sole shareholder of KIN assigned a part of its shares to the transferee, ie. The Company.
The transaction was conducted between Protelindo and the Company, because KIN is a controlled subsidiary of the Company. Therefore, KIN will remain consolidated in the SMN Group.
The Shares Purchase Deed signed by the Company and Protelindo 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.
Whereas, the signing of Shares Purchase Deed by the Company and Protelindo as mentioned above is an affiliated transaction under Regulation IX.E.1. However, considering that Protelindo is a subsidiary which 99.9997% of its shares are owned directly by the Company, therefore based on the provision number 2 letter b item 5 of Regulation No. IX.E.1, the signing of Shares Purchase Deed 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 deed.
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.