We refer to (i) 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 (“POJK 31”); (ii) 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”); (iii) 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||
10 September 2019.
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
Affiliated Transactions(objects and value of transactions)
On 10 September 2019, Protelindo signed an office lease agreement with PMP dated 10 September 2019 (hereinafter referred to as “Lease Agreement”).
The following are several important information in connection with the Lease Agreement:
|4.||Consideration and reason of conducting Affiliated Transactions||
The signing of Lease Agreement as mentioned above is constituted as an affiliated transaction pursuant to Regulation IX.E.1.
The transaction is conducted to support the business activities of PMP which is domiciled in Bandung. The lease was signed with an affiliated party of the Company, by considering that PMP will be able to obtain a relatively low rental cost. Therefore, PMP is expected to be able to increase its efficiency of capital use through effective and efficient office rental costs, and therefore on a consolidated basis it is expected to have a positive impact on the Company's business activities.
The signing of Lease Agreement as mentioned above is an affiliated transaction as mentioned under Regulation IX.E.1. However, considering that (i) Protelindo and PMP are subsidiary companies which 99% of its shares are owned directly by the Company through Protelindo; and (ii) the value of such transaction is less than 0.5% (zero point five percent) of the Company’s paid-up capital and it is no more than IDR5,000,000,000 (five billion Rupiah), therefore based on the provision number 2 letter b item 5 and 3 of Regulation IX.E.1, the signing of office lease agreement above is only obligated to be submitted to OJK no later than 2 business days upon the execution of the said lease.
The Lease Agreement signed by Protelindo and PMP is not constituted as a material transaction as contemplated under number 1 letter a items 2) of Bapepam and 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, because the value of transaction is less than 20% of the Company’s equity based on the Consolidated Financial Statement of the Company for the year ended 30 June 2019.
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.