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||6 February 2019.|
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
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:
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:
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:
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.
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.
PT Sarana Menara Nusantara Tbk.