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||
22 August 2019.
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
Affiliated Transactions(objects and value of transactions)
On 22 August 2019, the Company and Protelindo established a new company under the name of PT Protelindo Menara Permata (“PMP”). The establishment of PMP was made under Deed of Establishment No. 132 dated 19 August 2019 before Notary Christina Dwi Utami, S.H., M.Hum., M.Kn., a Notary in West Jakarta, which has obtained ratification from the Minister of Law and Human Rights of the Republic of Indonesia No. No. AHU-0041730.AH.01.01.TAHUN 2019 dated 22 August 2019 (“Deed of Establishment”).
The following are several important information in connection with the signing of the Deed of Establishment:
|4.||Consideration and reason of conducting Affiliated Transactions||
The signing of the Deed of Establishment as mentioned in this Disclosure of Information can be categorized as an affiliated transaction by taking into account that the shareholders of PMP are Protelindo and the Company.
The establishment of PMP is an affiliated transaction which is exempted under Article 2 paragraph (b) point (5) of Regulation IX.E.1, because Protelindo is a company which 99.9997% of its shares are owned by the Company.
This transaction is expected to help optimize the performance of Protelindo, which in turn will provide financial advantages for the Company.
The establishment of PMP 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.