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||
8 November 2019.
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
Affiliated Transactions(objects and value of transactions)
On 8 November 2019, Protelindo and Bank of China entered into Facility Agreement (“Facility Agreement”).
The following are several important information in connection with the Facility Agreement:
The affiliated transaction mentioned in this Disclosure of Information is with regards to the corporate guarantee given by Iforte pursuant to Corporate Guarantee and Indemnity Agreement dated November 8, 2019 between Bank of China and Iforte (“Corporate Guarantee”).
Under the Corporate Guarantee Agreement:
|4.||Consideration and reason of conducting Affiliated Transactions||
The signing of Corporate Guarantee Agreement as mentioned above is categorized as an affiliated transaction pursuant to Regulation IX.E.1. However, the signing mentioned above is an affiliated transaction stated under Article 2 paragraph b point 5 of Regulation IX.E.1, because Protelindo and Iforte, respectively, are companies which 99.99% of their shares are owned by the Company.
The transaction was conducted by the Company’s affiliated party, ie. between Protelindo and Iforte, under the consideration that the guarantee provided by Iforte is given to meet the conditions under the Facility Agreement, in order for the loan facility to be provided. The Corporate Guarantee would not be provided if Iforte was not an affiliated party of Protelindo. The facility is expected to support Protelindo’s business activities which on a consolidated basis will also have a positive impact on Iforte and the Company.
The signing of Facility Agreement is 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 (“Regulation IX.E.2”).
However, the Facility Agreement above is signed between Protelindo and Bank of China, which is a banking instution, therefore, the transaction above is a material transaction which is exempted under article 3 paragraph a point 3) of Regulation IX.E.2.
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.