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. 089/CS-OJK/SMN/V/2018 dated 4 June 2018 regarding Report on Material Information or Facts (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||18 July 2019.|
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
Affiliated Transactions(objects and value of transactions)
KIN, Protelindo, and Bank Mandiri entered into the Novation Agreement dated July 18, 2019 regarding transfer of KIN’s rights and obligations pursuant to the Deed of Special Loan Facility Agreement No. 15 dated May 30, 2018, made before Mutiara Siswono Patiendra, S.H., Notary in South Jakarta, as amended by First Addendum No. CRO.KP/146/PTK/2018 dated July 13, 2018 (“KIN-Bank Mandiri Loan Facility”) to Protelindo.
With respect to such novation, the corporate guarantee as stated in Deed of Corporate Guarantee and Indemnity Agreement dated May 30, 2018, made before Mutiara Siswono Patiendra, S.H., Notary in South Jakarta, between among others Protelindo and Bank Mandiri (“Protelindo-Mandiri Corporate Guarantee”) is terminated.
For each of the above-mentioned transactions under KIN-Bank Mandiri Loan Facility and Protelindo-Mandiri Corporate Guarantee, the Company have conveyed Disclosure of Information as described in the Company Letter.
Upon the assignment of KIN’s rights and obligations under the KIN-Mandiri Facility Agreement, Protelindo and Mandiri further agreed to amend a certain provisions of the KIN-Mandiri Facility Agreement which was novated and to restate and to execute the KIN-Mandiri Facility agreement under the Term Loan Agreement dated 18 July 2019 entered by Protelindo and Mandiri (“Protelindo-Mandiri Facility Agreement”).
The important information amended in the Facility Agreement was the total commitment which previously up to IDR1,300,000,000,000 was amended to be IDR907,852,545,592.20, divided into:
It is necessary to be informed that under the Protelindo-Mandiri Facility Agreement, no additional facility was disbursed to Protelindo. This amount represents the total outstanding principal amount of KIN which was transferred on the date of the signing of the Novation Agreement.
Further, as mentioned under the Protelindo-Mandiri Facility Agreement, 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 will be considered as a material subsidiary company to provide corporate guarantee.
Therefore, Iforte, a material subsidiary company of Protelindo provide a corporate guarantee under the Protelindo-Mandiri Facility Agreement. On 18 July 2019, Iforte and Mandiri entered into the Corporate Guarantee and Indemnity Agreement dated 18 July 2019 (“Corporate Guarantee Agreement”).
The following are several important information in connection with the Corporate Guarantee Agreement:
The affiliated transactions mentioned in this Disclosure of Information constitute of the assignment of KIN’s rights and obligations under the Novation Agreement and the corporate guarantee by Iforte.
|4.||Consideration and reason of conducting Affiliated Transactions||
As described above, the affiliated transactions mentioned in this Disclosure of Information constitute of the signing of the Novation Agreement and the Corporate Guarantee.
The assignment under the Novation Agreement was conducted by the Company’s affiliated party, is under the consideration that KIN is a subsidiary of Protelindo which its financial statements is also consolidated with Protelindo and to consolidate the loan facilities under the tower business activities through Protelindo.
Further, in accordance with the terms and conditions of the Protelindo-Mandiri Facility Agreement, the material subsidiary company of Protelindo shall act as a guarantor.
Therefore, the parties in both the Novation Agreement and the Corporate Guarantee are unable to be conducted by the non-affiliated parties of the Company.
The signing of Novation Agreement, Protelindo-Mandiri Facility Agreement and Corporate Guarantee, respectively, by Protelindo, KIN and Iforte are 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.
Further, the Novation Agreement, Protelindo-Mandiri Facility Agreement and Corporate Guarantee were conducted with an independent banking institution which has no affiliation with the Company.
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.