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||
July 13, 2020.
|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 KIN’s authorized capital and further an issued and paid-up capital, subscribed entirely by Protelindo.
Whereas, KIN and Protelindo have signed Restatement of Payment Obligation and Acknowledgment of Indebtedness Agreement dated October 31, 2019 between Protelindo as lender and KIN as borrower (the “Agreement”), which KIN acknowledged to receive in advance payment of capital amounting to IDR743,374,819,000 (seven hundred forty three billion three hundred seventy four million eight hundred and nineteen thousand Rupiah).
The parties intended to state the the said advance payment of capital by increasing its authorized, issued and paid up capital in KIN through the issuance of new shares which were entirely subscribed by Protelindo so that the total investment of Protelindo in KIN is amounting to IDR890,707,488,300 (eight hundred ninety billion seven hundred seven million four hundred eighty eight thousand three hundred Rupiah) or 99.99% of shares in KIN (“Increase of KIN’s Capital”).
The Increase of KIN’s Capital is pursuant to the Deed No. 143 dated 13 July 2020 made before Notary Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in West Jakarta, which approved by Ministry of Law and Human Rights on 13 July 2020, pursuant to the Approval of Amendment of Articles of Associations No. AHU-0047626.AH.01.02.TAHUN 2020 dated 13 July 2020 and was received by Ministry of Law and Human Rights, based on Receipt on Notification of Amendment of Articles of Associations No. AHU-AH.01.03-0286749 dated 13 July 2020.
||The nature of the affiliated relationship between the Parties
Protelindo is a subsidiary of the Company, which 99.9997% of its shares are directly owned by the Company.
KIN is a subsidiary of the Company, which 99.99% of its shares are directly owned by Protelindo.
|5.||Consideration and reason of conducting Affiliated Transactions||
Whereas the advance payment of capital from Protelindo has been received and recorded by KIN. In addition, KIN is a subsidiary with almost all shares owned directly by Protelindo. Therefore, the increase of capital transaction is normally conducted and can only be done between Protelindo and its subsidiary, which in this case is KIN.
Increase of KIN’s Capital had been previously agreed by the parties in the Agreement, therefore they have rights and obligations under the Loan Agreement, in this case KIN and Protelindo.
Increase of KIN’s Capital is categorized as an affiliated transaction as mentioned in Article 2 letter (b) point 5) of 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.
Whereas in accordance with Article 30 of OJK Regulation No. 42/POJK.04/2020 regarding Affiliated Transactions and Conflict of Interest on Certain Transactions, Regulation IX.E.1 will be revoked and will be invalid as of 21 October 2020.
Furthermore, the Increase in KIN’s Capital is not categorized as material transaction as contemplated under 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.