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”); (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) Letter from PT Sarana Menara Nusantara Tbk No. 124/CS-OJK/SMN/X/19 dated October 28, 2019 (“Disclosure of Information dated 28 October 2019”).
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||
19 December 2019.
|2.||Type of Material Information or Facts||
Closing of transaction in relation with Cooperation and Investment Agreement, between PT Profesional Telekomunikasi Indonesia (“Protelindo”), a company which 99.9997% of its shares are owned directly by the Company, as the investor, and Amir Hamzah and Anisa Husain, as the initial shareholders (the “Initial Shareholders”) of PT Istana Kohinoor (“Kohinoor”) dated October 24, 2019.
|3.||Description of the Additional Information or Material Fact||
In relation with the Disclosure of Information dated 28 October 2019 submitted by the Company, we hereby convey that Protelindo has concluded the acquisition of Kohinoor by Protelindo through subscription of newly issued shares (“Transaction Closing”).
Protelindo subscribed to 961,200 (nine hundred sixty one thousand two hundred) series B shares, each with nominal value of IDR80,106 (eighty thousand one hundred and six Rupiah), newly issued by Kohinoor.
Therefore, Protelindo owns 51% of shares in Kohinoor. As agreed by the parties, Protelindo may further own shares in Kohinoor up to a maximum of 80% of Kohinoor’s issued and paid-up capital.
After the subscription of shares mentioned above takes effect, Protelindo further conducts purchase of shares with Kohinoor in PT Protelindo Menara Permata (“PMP”). Whereas Protelindo sells 249 (two hundred forty nine) shares each with nominal value of IDR1,000,000 (one million Rupiah) per share in PMP to Kohinoor (“PMP Transaction”).
Therefore, based on the explanation above, Protelindo owns 51% of shares in Kohinoor, and Kohinoor owns 99.6% of shares in PMP.
With regards to the establishment of PMP, mentioned above, the Company has submit Disclosure of Information, through Company’s Letter No. 113/CS-OJK/SMN/VIII/19 dated August 26, 201 regarding Disclosure of Information on Affiliated Transactions of PT Sarana Menara Nusantara Tbk.
|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 Transaction Closing.
The Transaction Closing is 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.
Further, PMP Transaction is considered as an affiliated transaction regulated under Regulation IX.E.1. However, because the value of the transaction mentioned herein is less than 0.5% (zero point five percent) from the Company’s paid-up capital and is below IDR5,000,000,000 (five billion Rupiah), therefore the Transaction Closing fulfilled requirements of the provision of number 2 letter b item 3 of Regulation No. IX.E.1 and is therefore only obligated to be reported to OJK no later than 2 (two) business days upon the Transaction Closing.