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||
June 25, 2020.
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
Affiliated Transactions(objects and value of transactions)
Whereas, previously Kohinoor had signed a loan agreement with PT Bank Permata Tbk ("Bank") pursuant to the Deed No. 51, dated May 31, 2017, made before Putu Eka Lestary, S.H., Notary in Denpasar and the General Terms and Conditions of Facility No. SKU/17/174/N/ME (“Permata Credit Agreement”). The Affiliated Party provided a guarantee for the Permata Credit Agreement with a land ownership document registered under the name of the Affiliated Party (“Secured Land”).
Based on the request from the Affiliated Party, the Affiliated Party intends to use the Secured Land for his personal interest and therefore will prepay all the obligation to the Bank. By doing such prepayment, the Affiliated Party has the right to claim to Kohinoor.
Based on the abovementioned, on June 25, 2020, the Acknowledgement of Indebtedness Agreement (Perjanjian Pengakuan Pemberian Pinjaman) was signed between Kohinoor and the Affiliated Party ("Loan Agreement").
Following are several important information in connection with the Loan Agreement:
||The nature of the affiliated relationship between the Parties
Kohinoor is a subsidiary of the Company, which 51.01% of its shares are indirectly owned by the Company.
The Affiliated Party is a shareholder who owns 48.99% of shares in Kohinoor and also serves as Commissioner in Kohinoor.
|5.||Consideration and reason of conducting Affiliated Transactions||
The transaction can only be performed by the Affiliated Party due to the title ownership of the Secured Land is under the name of the Affiliated Party.
The Loan Agreement is categorized as an affiliated transaction as mentioned in Article 2 letter (b) point (3) Regulation IX.E.1 and therefore the Company is only required to submit the disclosure information no later than 2 (two) business days after such transaction.
The signing of Facility Agreement by Kohinoor and Affiliated Party are not categorized as material transaction as contemplated under number 1 letter a point 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 as amended from time to time.
The Board of Commissioners and Board of Directors of this Company hereby state that the information disclosed above contains material information is true and not misleading.
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.
Thank you for your attention and cooperation.
PT Sarana Menara Nusantara Tbk.