NEWS & EVENTS
Signing of Facility Agreement dated 30 September 2019 between Protelindo, Iforte and Bank Mandiri
Jakarta, October 2, 2019 | Source: Company

We refer to (i) the 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.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 (“Regulation IX.E.2”); (iii) 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 (iv) the 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, hereby, for and on behalf of PT Sarana Menara Nusantara Tbk., submit Report on Information or Material Fact, as described below:

Name of Issuer or Public Company : PT Sarana Menara Nusantara, Tbk (“Company”)
Scope of Business : Providing services except services in the field of law and tax industry and invest in other companies.
Telephone : 021-2358 5500
Facsimile : 021-2358 6446
E-mail : investor.relations@ptsmn.co.id

 

1. Date of Occurrence 30 September 2019.
2. Type of Information or Material Facts

Signing of Facility Agreement between:

  1. PT Profesional Telekomunikasi Indonesia (“Protelindo”) as borrower 1;

  2. PT Iforte Solusi Infotek (“Iforte”) as borrower 2; and

  3. PT Bank Mandiri (Persero) Tbk. (“Bank Mandiri”).

3. Description of the Additional Information or Material Fact

On September 30, 2019, Protelindo and Iforte signed Facility Agreement dated 30 September 2019 (“Facility Agreement”) with Bank Mandiri.

 

The following are several important information in connection with the Facility Agreement:

  • Amount of Facility:

    1. Facility A: term loan facility which amounts up to IDR3,000,000,000,000 (three trillion Rupiah), comprises of:

      1. Tranche 1, term loan which amounts up to IDR 2,000,000,000,000 (two trillion Rupiah), with a limit specifically on Iforte of no more than IDR 1,000,000,000,000 (one trillion Rupiah) under this Tranche 1;

      2. Tranche 2, term loan which amounts up to IDR 3,000,000,000,000 (three trillion Rupiah) only to Protelindo; and

    2. Facility B: uncommitted loan which amounts to IDR 500,000,000,000 (five hundred billion Rupiah).

  • Purpose:

    1. The purpose of Facility A Tranche 1 is to finance scheduled capital expenditure needs of Protelindo and Iforte (excluding any unscheduled capital expenditure or any acquisition by Protelinndo and Iforte) and to refinance Protelindo’s existing IDR Bonds due November 2019;

    2. The purpose of Facility A Tranche 2 is to finance the Company’s unscheduled capital expenditure needs including any acquisitions provided that the target of the acquisition shall be acceptable to the Lender; and

    3. The purpose of Facility B is for general corporate purposes (including working capital) of Protelindo and Iforte.

  • Term:

    1. Facility A: 60 (sixty) months as of the signing date or on September 30, 2024; and

    2. Facility B: on December 5, 2020.

  • Interest:

    1. Facility A: the aggregate of Jakarta Interbank Offering Rate (JIBOR) and the applicable margin, ie. 1.59% per annum; and

    2. Facility B: the aggregate of Jakarta Interbank Offering Rate (JIBOR) and the applicable margin, ie. 1.25% per annum.

  • Both Protelindo and Iforte, respectively, have joint and several obligations and liabilities under the Facility Agreement.

  • The Facility Agreement is made in accordance and pursuant with the laws of Republic of Indonesia.

4. The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Company

There is no material impact to the operational activities, legal or financial conditions or the business continuity of the Company due to the signing of the Facility Agreement by Protelindo and Iforte.

5. Other information

The signing of Facility Agreement as mentioned above is categorized as a material transaction pursuant to article 1 paragraph a point 2) of Regulation IX.E.2, because the value of transaction amounts to 20% of the Company’s equity based on the Financial Statements of the Company for the year ended December 31, 2018 (audited).

 

However, the transaction mentioned above is a material transaction which is exempted under article 3 paragraph a point 3) of Regulation IX.E.2, because the Facility Agreement, signed by Protelindo and Iforte, respectively, are provided by a banking institution. Therefore, the Company is only obliged to conduct a disclosure of information as stated under POJK 31.

 

The Facility Agreement does not contain any conflict of interests and is not an affiliated transaction as contemplated under Regulation No. IX.E.1, because Protelindo and Iforte do not have any affiliated relations with Bank Mandiri as the lender of the facility.

 

We hereby conclude the report on information or material facts. Thank you for your attention and cooperation.

Best regards,
PT Sarana Menara Nusantara Tbk.