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||25 November 2019.|
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
Affiliated Transactions(objects and value of transactions)
The affiliated transaction mentioned in this Disclosure of Information is in relation with the increase of Iforte’s issued and paid-up capital, subscribed entirely by Protelindo.
Iforte increased its issued and paid-up capital to be in the amount of IDR789,417,000,000 (seven hundred eighty-nine billion four hundred and seventeen million Rupiah). Protelindo, as one of the shareholders of Iforte, agreed to subscribe 145.000 (one hundred forty-five thousand) newly issued shares, in the total amount of IDR145,000,000,000 (one hundred forty five billion Rupiah) (“Increase of Iforte’s Capital”). Therefore, Protelindo holds 789,416 (seven hundred eighty nine thousand four hundred and sixteen) shares or 99.99% of Iforte's shares.
The Increase of Iforte’s Capital is based on Deed No. 306 dated 31 October 2019 made before Notary Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in West Jakarta, which notification was received by Ministry of Law and Human Rights on 25 November 2019, based on Receipt on Notification of Amendment of Articles of Associations No. AHU-AH.01.03-0363977 dated 25 November 2019.
|4.||Consideration and reason of conducting Affiliated Transactions||
The affiliated transaction mentioned in this Disclosure of Information is in relation with the Increase of Iforte’s Capital through the issuance of new shares in Iforte subscribed entirely by Protelindo, a holder of 99.99% shares in Iforte.
The increase of capital was conducted to meet Iforte’s funding needs.
The Increase of Iforte’s Capital was conducted by the Company’s affiliated party, under the consideration that Iforte is already a subsidiary company of Protelindo. Therefore, the increase and subscription of shares was also conducted to ensure that the ownership of Protelindo in Iforte remains above 99% of Iforte’s shares. The Increase of Iforte’s Capital is expected to help optimize the performance of Iforte, which in turn will provide financial advantages for the Company.
The Increase of Iforte’s Capital 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.
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.