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”); (iv) Letter of PT Sarana Menara Nusantara Tbk. No. 110/CS-OJK/SMN/VII/18 dated 3 July 2018 regarding Affiliated Transaction in relation with Additional Lease of Office Spaces (“Company Letter”).
We, for and on behalf of PT Sarana Menara Nusantara Tbk. (the “Company”), hereby submit Report on Information or Material Fact in relation with the signing of Deed on First Amendment of Lease Agreement No. 164 dated 28 November 2018 made before Notary Dr. Irawan Soerodjo, S.H., MSi. ("Amending Agreement"), by PT Profesional Telekomunikasi Indonesia (“Protelindo”), a subsidiary company which 99.9997% of its shares are owned by the Company. The Amending Deed is a first amendment of Deed of Lease Agreement No. 117 dated 29 June 2018 (“Initial Lease Agreement”). Whereas the Amending Agreement is a continuous transaction for the Initial Lease Agreement and is therefore an integral part of the Initial Lease Agreement, of which the Company has issued a Disclosure of Information as stated under Company Letter.
The Company 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||28 November 2018.|
|2.||Type of Information or Material Facts||
Signing of Amending Agreement by Protelindo and PT Grand Indonesia (“GI”).
|3.||Description of the Additional Information or Material Fact||
As previously disclosed under Company Letter, Protelindo has signed the Initial Lease Agreement with GI (the “Transaction”). Whereas the Transaction is an Affiliated Transaction as referred to under Regulation IX.E.1, in which the Disclosure of Information for Transaction was announced to shareholders of the Company, respectively, in the Company’s website and the Indonesian Stock Exchange’s website on 3 July 2018.
In relation with the Transaction, on 28 November 2018, Protelindo and GI have signed Amending Agreement which is the first amendment of the Initial Lease Agreement, in order to adjust the agreement with the current conditions of the Company. There is no material changes to the terms and conditions of the Initial Lease Agreement.
|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 Amending Agreement by Protelindo.
The Amending Agreement signed by 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 (“Rule No. IX.E.2”).
Whereas, the signing of the Amending Agreement is a continuous affiliated transaction, in which (i) the transaction under the Initial Lease Agreement which underlies the signing of the Amending Agreement has fulfilled Regulation IX.E.1; and (ii) no changes were made to the terms and conditions of the Transaction after the signing of the Amending Agreement which could harm the Company, and therefore the signing of this Amending Agreement has fulfilled requirements of the provision of number 2 letter b item 5 of Regulation No. IX.E.1. This disclosure of information is made in compliance with POJK 31.
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.