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||16 January 2019.|
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
KIN and Iforte, respectively, are companies which 99,999% of their shares are owned directly by Protelindo.
Whilst, Protelindo is a company which 99,9997% of its shares are owned by the Company.
Affiliated Transactions(objects and value of transactions)
On 16 January 2019, KIN and Iforte signed Deed of Sale and Purchase of Shares No. 160 dated 16 January 2019, made before Christina Dwi Utami, S.H., M.Hum., 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||
The signing of Shares Purchase Deed was conducted by taking into account that both Quattro and Iforte conduct business activities in the same particular field, ie. in the field of fiber optics. Therefore, the change of shareholders of Quattro, is expected to help optimize the performances of both companies, which in turn will provide financial advantages for the Company.
Furthermore, the signing of Shares Purchase Deed between KIN and Iforte will not cause any change of control in Quattro, because the transfer of shares is conducted by two subsidiaries controlled by the Company.
The Shares Purchase Deed signed by KIN and Iforte 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 KIN and Iforte as mentioned above is an affiliated transaction under Regulation IX.E.1. However, considering that KIN and Iforte, respectively, are subsidiaries which 99.999% of their shares are indirectly owned by the Company through its other subsidiary company, Protelindo, therefore in accordance with 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.