NEWS & EVENTS
Signing of (i) Facility Agreement and Corporate Guarantee Agreement between Protelindo, Iforte, and Bank Mandiri and (ii) Second Amendment Letter to Uncommitted Banking Facilities between Protelindo and JP Morgan
Jakarta, April 24, 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;

  3. PT Bank Mandiri (Persero) Tbk (“Bank Mandiri”), a banking institution which does not have any affiliated relations with the Company;

  4. JPMorgan Chase Bank, N.A., Jakarta Branch (“JPMorgan”), a banking institution which does not have any affiliated relations with the Company.

3.

Affiliated Transactions

(objects and value of transactions)

On 22 April 2019, Protelindo signed Deed of Facility Agreement No. 5 dated 22 April 2019, made before Notary Mutiara Siswono Patiendra, SH., Notary in South Jakarta between Bank Mandiri and Protelindo (“Facility Agreement”).

 

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

  • The facility is in the amount of IDR500,000,000,000 (five hundred billion Rupiah);

  • Purpose: for operational fees and/or working capital of Protelindo;

  • Term: until the date of 5 December 2019;

  • Interest of the loan facility is the aggregate of (i) Jakarta Interbank Offered Rate (JIBOR) and (ii) the applicable margin, ie. 1.25% per annum; and

  • Prevailing laws: laws of Republic of Indonesia.

In relation with the Facility Agreement of Protelindo, Iforte also signed Deed of Corporate Guarantee and Indemnity Agreement No. 6 dated 22 April 2019, made before Notary Mutiara Siswono Patiendra, SH., Notary in South Jakarta  between Bank Mandiri and Iforte (“Corporate Guarantee Agreement”).

 

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

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

  • Term: until the date of 5 December 2019; and

  • Prevailing laws: laws of Republic of Indonesia.

Furthermore, on 23 April 2019, Protelindo signed Second Amendment Letter to the Uncommitted Banking Facilities Offer Letter with JPMorgan (“Second Amendment Letter”), the following are several important information in relation with the Second Amendment Letter:

  • The facility which previously is in the amount of IDR300,000,000,000 (three hundred billion Rupiah) to be increased to IDR500,000,000,000 (five hundred billion Rupiah);

  • The term of the facility to be 12 (twelve) months as of the signing date of the Second Amendment Letter or  23 April 2020.

There is no corporate guarantee upon the facility agreement signed by Protelindo and JPMorgan.

 

Corporate Guarantee Agreement and Second Amendment Letter are separate transactions from the Second Amendment Letter.

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. Iforte, 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. Iforte, 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.

 

5. Other information

The signing of Facility Agreement and Corporate Guarantee Agreement, respectively, by Protelindo and Iforte 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.