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||
27 January 2020.
|2.||Type of Material Information or Facts||
Signing of Third Amendment Letter to the Uncommitted Banking Facilities Offer Letter between PT Profesional Telekomunikasi Indonesia (“Protelindo”) which is a subsidiary company which 99.9997% of its shares are owned by the Company, with JPMorgan Chase Bank, N.A., Jakarta Branch (“JPMorgan”), a banking institution which does not have any affiliated relations with the Company.
|3.||Description of the Additional Information or Material Fact||
On January 27, 2020, Protelindo signed Third Amendment Letter to the Uncommitted Banking Facilities Offer Letter with JPMorgan (“Third Amendment Letter”). The Third Amendment Letter was entered into in relation with Uncommitted Banking Facilities Offer Letter dated April 20, 2018 between Protelindo and JPMorgan, which was amended by First Amendment Letter dated October 11, 2018 and Second Amendment Letter dated April 23, 2019 (“Original Offer Letter”). The information mentioned in this Disclosure of Information is made in accordance with the Third Amendment Letter which is an inseparable and integral part of the transaction referred to in the Original Offer Letter. Regarding the Original Offer Letter, the Company submitted Disclosure of Information to OJK, respectively, on April 24, 2018, October 15, 2018 and April 24, 2019.
The following are several important information in connection with Third Amendment Letter:
a. Overdraft Facility in the amount of maximum IDR700,000,000,000 (seven hundred billion Rupiah);
b. Revolving Credit Facility in the amount of maximum IDR700,000,000,000 (seven hundred billion Rupiah);
c. Bank Guarantee Facility in the amount of maximum IDR500,000,000,000 (five hundred billion Rupiah)
(the above facilities will hereinafter be referred to as the “Facilities”).
On January 27, 2020, Protelindo and JPMorgan also signed Master Terms and Conditions in relation with the bank guarantee facility mentioned above, under the Issuance of Standby Letter of Credit / Bank Guarantee (“Bank Guarantee”).
The following are several important information in connection with Bank Guarantee:
|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 Third Amendment Letter and Bank Guarantee by Protelindo.
The Third Amendment Letter and Bank Guarantee are not considered material transactions 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 Activitiesbecause the value of the transaction is less than 20% of the Company’s equity based on the Company’s Financial Statements for the year ended December 31, 2018 (audited) and the facility was directly provided by a banking institution, thus the Company is only obligated to disclose information as stipulated under POJK 31.
Further, the Third Amendment Letter and the Bank Guarantee do not contain any conflict of interests and are not affiliated transactions as contemplated under 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, because Protelindo and the third party as the lender of the loan facility do not have any affiliated relations.