We refer to (i) 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”); (ii) 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”); (iii) 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”); (iv) Letter of PT Sarana Menara Nusantara Tbk. No. 107/CS-OJK/SMN/XII/16 dated 23 December 2016 regarding Disclosure of Information to the Shareholders in Compliance with Regulation IX.E.1 (“Company Letter 2016”); (v) Letter of the Company No. 073/CS-OJK/SMN/IX/17 dated 8 September 2017 regarding Disclosure Report on Material Information or Facts (“Company Letter 2017”); (vi) Letter of the Company No. 181/CS-OJK/SMN/IX/18 dated 21 September 2018 regarding Disclosure Report on Material Information or Facts of Affiliated Transactions (“Company Letter 2018”); Letter of the Company No. 069/CS-OJK/SMN/V/19 dated 23 May 2019 regarding Disclosure Report on Material Information or Facts of Affiliated Transactions (“Company Letter May 2019”); and Letter of the Company No. 131/CS-OJK/SMN/XI/19 dated 12 November 2019 regarding Disclosure Report on Material Information or Facts of Affiliated Transactions (“Company Letter November 2019”).
We, for and on behalf of PT Sarana Menara Nusantara Tbk. (the “Company”), hereby submit Report on Information or Material Fact in relation with the signing of the Fifth Amendment of Facility Agreement dated 15 April 2020 (“Fifth Amending Agreement”) by PT Profesional Telekomunikasi Indonesia (“Protelindo”), a subsidiary company which 99.9997% of its shares are owned by the Company.
This Fifth Amending Agreement is an amendment of IDR500,000,000,000 Revolving Loan Facility Agreement dated 21 December 2016 which have first been amended by First Amendment of Facility Agreement dated 6 September 2017, which was amended thereafter by Amended and Restated Facility Agreement dated 19 September 2018 and amended by Third Amendment of Facility Agreement dated 21 May 2019 and was lastly amended by Fourth Amendment of Facility Agreement dated 8 November 2019 (“Initial Facility Agreement”). Whereas the Fifth Amending Agreement is a continuous transaction for the Initial Facility Agreement, of which the Company has issued a Disclosure of Information as stated under Company Letter 2016, Company Letter 2017, Company Letter 2018, Company Letter May 2019 and Company Letter November 2019.
The Company hereby submit Report on Information or Material Fact, as described below:
|Name of the Issuer or Public Company||:||PT Sarana Menara Nusantara Tbk.|
|Scope of Business||:||Providing services except services in the field of law and tax and investment in other companies.|
|1.||Date of Occurrence||
15 April 2020.
|2.||Type of Information or Material Facts||
Signing of Fifth Amending Agreement by PT Profesional Telekomunikasi Indonesia (“Protelindo”) and PT Bank Central Asia Tbk (“BCA”).
|3.||Description of the Additional Information or Material Fact||
As previously disclosed under Company Letter 2016, Company Letter 2017, Company Letter 2018, Company Letter May 2019, and Company Letter May 2019, Protelindo has signed the Initial Facility Agreement with BCA (the “Transaction”). Whereas the Transaction is an Affiliated Transaction as referred to under Regulation IX.E.1, in which the Disclosure of Information for Transaction was announced to shareholders of the Company, respectively, in the Company’s website and the Indonesian Stock Exchange’s website on 23 December 2016, 8 September 2017, 21 September 2018, 23 May 2019 and 12 November 2019.
In relation with the Transaction, on 15 April 2020, Protelindo and BCA have signed the Fifth Amending Agreement which is an amendment of the Initial Facility Agreement.
Under the Fifth Amending Agreement, Protelindo and BCA have agreed to add a loan facility and/or amend certain provisions i.e loan facility, the purpose and the period, by significant information are as follows:
|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 Fifth Amending Agreement by Protelindo.
The Fifth Amending Agreement signed by Protelindo is categorized as a material transaction pursuant to number 1 letter a items of Bapepam and LK (“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 (“Rule No. IX.E.2”), since the value of the transaction exceeds 20% of the equity of the Company pursuant to the Financial Statements of the Company dated 31 December 2019 (audited).
However, the transaction is a material transaction that is excluded as regulated in item 3 letter a point 3) of Regulation IX.E.2, because the Fifth Amendment Agreement signed by Protelindo, is given directly by the banking institution. Therefore, the Company is only required to disclose an information as stipulated in POJK 31.
Whereas, the signing of the Fifth Amending Agreement is a continuous affiliated transaction, in which (i) the transaction under the Initial Facility Agreement which underlies the signing of the Fifth Amending Agreement has fulfilled Regulation IX.E.1; and (ii) no changes were made to the terms and conditions of the Transaction after the signing of the Fifth Amending Agreement which could harm the Company, and therefore the signing of this Fifth Amending Agreement has fulfilled requirements of the provision of number 2 letter b item 5 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 execution of the relevant Fifth Amending Agreement.
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.