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”); (iii) Letter of PT Sarana Menara Nusantara Tbk. No. 017/CS-OJK/SMN/III/17 dated 2 March 2017 regarding Report on Material Information or Facts (“Company Letter”).
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)
As disclosed under the Company Letter, Protelindo has signed Revolving Loan Facility Agreement dated 28 February 2017 (“Initial Facility Agreement”).
In relation with the transaction above, on 27 November 2018, Protelindo and BTMU have signed an Amended and Restated Facility Agreement dated 27 November 2018 (“Amended Facility Agreement”) which is the first amendment and restatement of the Initial Facility Agreement.
Further, in compliance with the requirement under Amended Facility Agreement, KIN and BTMU signed Guarantee Accession Letter dated 27 November 2018 (“BTMU Guarantee Letter”).
The following are several important information in connection with the BTMU Guarantee Letter:
|4.||Consideration and reason of conducting Affiliated Transactions||
The signing of BTMU Guarantee Letter as mentioned above is categorized as an affiliated transaction pursuant to Rule No. IX.E.1.
The relevant transaction was conducted by the Company’s affiliated parties, ie. Protelindo and KIN, under the consideration that in accordance with the terms and conditions of the facility agreement it is required that the material subsidiary company of Protelindo is obliged to act as a guarantor. KIN, in accordance with the terms and conditions of the relevant facility agreement, is considered as a material subsidiary company and is therefore obliged to be a guarantor.
Therefore, the relevant guarantee is unable to be conducted by non-affiliated parties of Protelindo.
The signing of Amended Facility Agreement and BTMU Guarantee Letter, respectively, by Protelindo and KIN 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.
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.
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.