NEWS & EVENTS
Signing of (i) Facility Agreement and (ii) Corporate Guarantee Agreement dated 6 February 2019 between Iforte, Protelindo and MUFG Bank, Ltd., Jakarta Branch
Jakarta, February 8, 2019 | Source: Company

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.
Telephone : 021-2358 5500
Faksimilie : 021-2358 6446
E-mail : investor.relations@ptsmn.co.id

 

1. Date of Occurrence 6 February 2019.
2. The parties in the Affiliated Transaction and affiliated relations with the Company
  1. PT Profesional Telekomunikasi Indonesia (“Protelindo”), a company which 99.9997% of its shares are directly owned by the Company;

  2. PT Iforte Solusi Infotek (“Iforte”), a company which 99.99% of its shares are directly owned by Protelindo; and

  3. MUFG Bank, Ltd., Cabang Jakarta (“MUFG”), a banking institution which does not have any affiliated relations with the Company.

3.

Affiliated Transactions

(objects and value of transactions)

On 6 February 2019, Iforte signed Facility Agreement dated 6 February 2019 (“Facility Agreement”) with MUFG.

 

The following are several important information in connection with the Facility Agreement:

  • The facility is in the amount of IDR500,000,000,000;

  • Purpose: for general corporate purposes of Iforte;

  • Term: 3 (three) years as of the signing date of the Facility Agreement;

  • Interest of the loan facility is the aggregate of (i) 1 month of Jakarta Interbank Offered Rate (JIBOR) and (ii) the applicable margin, ie. 1.75% per annum.

In relation with the Facility Agreement, Protelindo and MUFG also signed Corporate Guarantee and Indemnity Agreement dated 6 February 2019, (“Corporate Guarantee Agreement”).

 

The following are several important information in connection with the Corporate Guarantee Agreement:

  • Protelindo will guarantee Iforte’s obligations in relation with the Facility Agreement;

  • Term: 3 (three) years as of the signing date; and

  • Prevailing laws: laws of Republic of Indonesia.

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.

 

5. Other information

 

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 item 2) of 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 meet 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.

Best regards,
PT Sarana Menara Nusantara Tbk.