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”); and (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||4 December 2018.|
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
Affiliated Transactions(objects and value of transactions)
On 4 December 2018, Iforte signed Facility Agreement dated 4 December 2018 (“Facility Agreement”) with BSMI.
The following are several important information in connection with the Facility Agreement:
In relation with the Facility Agreement, Protelindo and BSMI also signed Corporate Guarantee and Indemnity Agreement dated 4 December 2018 (“Corporate Guarantee Agreement”).
The following are several important information in connection with the Corporate Guarantee Agreement:
|4.||Consideration and reason of conducting Affiliated Transactions||
The signing of Corporate Guarantee Agreement 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 Iforte, under the consideration that Protelindo as a shareholder of Iforte will meet the requirements under the Facility Agreement, and the facility can therefore be granted to Iforte. The Facility Agreement is hoped to support the business activities of the Iforte and on a consolidated basis will also positively impact the business activities of Protelindo and the Company.
The signing of Facility Agreement and Corporate Guarantee Agreement, respectively, by Iforte 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.
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.