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”); and (ii) 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, are submitting an additional Report on Information or Material Fact as described below.
|Name of 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||
24 October 2019.
|2.||Type of Material Information or Facts||
|3.||Description of the Additional Information or Material Fact||
Cooperation and Investment Agreement
Signing of the Cooperation and Investment Agreement was conducted in connection with the proposed acquisition of Kohinoor by Protelindo through the issuance of new shares.
Based upon fulfilment of the conditions precedent as mentioned in the Cooperation and Investment Agreement, Protelindo will subscribe newly issued shares by Kohinoor, up to a maximum of 80% of Kohinoor’s issued and paid-up capital, which will be settled within 2 (two) years as of the fulfilment of the conditions precedent.
Initial Shareholders have agreed to fulfil the conditions precedent within 45 (forty five) days as of the signing of Cooperation and Investment Agreement (“Settlement Date”).
The background of the signing of Cooperation and Investment Agreement is cooperation plan between Protelindo and Kohinoor to operate network and telecommunication infrastructure and multimedia, in a form of telecommunication tower, including its tools, equipments and supporting facilities, in a number of gas stations owned by Pertamina or operated by Pertamina’s third parties.
Upon the Cooperation and Investment Agreement’s Settlement Date, Protelindo agrees to provide loan to Amir Hamzah, as the borrower, for the amount of IDR20,000,000,000 (twenty billion Rupiah). The loan is given for a period of 10 (ten) years.
To ensure a full and punctual repayment of the loan, borrower agreed to provide a warranty by way of pledge of shares held by the lender in Kohinoor.
Protelindo provided loan to Amir Hamzah in order to facilitate Protelindo’s investment and by considering the investment which has already been given by Amir Hamzah in Kohinoor.
|4.||The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Issuer or Public 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 Cooperation and Investment Agreement and the Loan Agreement.
The Cooperation and Investment Agreement and the Loan Agreement are not considered material transaction as mentioned 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. Therefore, the Company is obliged to submit disclosure of information under POJK 31.