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”); and (iii) Company Letter No. 135/CS-OJK/SMN/VII/18 dated 23 July 2018 (the “Company Letter”).
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||12 July 2019.|
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
Affiliated Transactions(objects and value of transactions)
The affiliated transaction mentioned in this Disclosure of Information is with regards to the corporate guarantee by Iforte under the Guarantor Accession Letter dated 12 July 2019 made and signed by BNP and Iforte (“Corporate Guarantee Agreement”).
Pursuant to the signing of Facility Agreement dated 19 July 2018 made by and between Protelindo and BNP (“Facility Agreement”), which has been announced as referred to the Company Letter, it is stated that any subsidiary company of Protelindo which assets or EBITDA is equal or larger than 10% (ten percent) of total assets and EBITDA of Protelindo shall be considered as a material subsidiary and is obliged to provide a corporate guarantee.
On the date of the Facility Agreement, KIN was considered as a material subsidiary and was therefore obliged to provide a corporate guarantee.
However, referring to Protelindo’s Financial Statements for a period ended December 31, 2018, the total of EBITDA and/or assets of KIN became less than required. On the other hand, Iforte, also a subsidiary company of Protelindo, fulfilled the requirement as the material subsidiary of Protelindo and was therefore obliged to provide a corporate guarantee under the relevant Facility Agreement.
Whereas on May 8, 2019, based on Notification Letter No. 033/CS-BNP/PTI/V/19 from Protelindo to BNP and of which had been approved by BNP, KIN was effectively declared not to provide any corporate guarantee under the Facility Agreement.
With regards to the matters above, Iforte hereby intends to provide guarantee for BNP in relation with the Facility 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 party, ie. Iforte, under the consideration that in accordance with the terms and conditions of the Facility Agreement which the material subsidiary of Protelindo is required to act as a guarantor. Iforte, in accordance with the terms and conditions of the relevant Facility Agreement, is considered as a material subsidiary 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 Corporate Guarantee Agreement by 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.
We hereby conclude the report on information or material facts.
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.
Thank you for your attention and cooperation.
PT Sarana Menara Nusantara Tbk.