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 its amendments; 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||
August 18, 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 issued and paid-up capital which arose through capitalization of additional paid-in capital, subscribed in its entirety by the Company and Protelindo, proportionately.
KIN intended to increase its issued and paid up capital through capitalization of the surplus value of down payment for the capital against the nominal value of shares (paid-in surplus) as mentioned under KIN’s Financial Statements as of December 31, 2019 (audited).
The increase of issued and paid up capital through the issuance of new shares were entirely subscribed by the shareholders of KIN, ie. the Company and Protelindo, in accordance with their respective shares ownership.
Through the increase of KIN’s issued and paid up capital, the issued and paid up capital of KIN which previously amounted to IDR 890,707,488,400 (eight hundred ninety billion seven hundred seven million four hundred eighty eight thousand four hundred Rupiah) were increased to be amounted to IDR 1,606,382,187,200 (one trillion six hundred six billion three hundred eighty two million one hundred eighty seven thousand two hundred Rupiah) (“Increase of KIN’s Capital”).
The Increase of KIN’s Capital is based on Deed No. 111 dated 18 August 2020 made before Notary Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in West Jakarta, the notification of which was received by Ministry of Law and Human Rights of the Republic of Indonesia on 18 August 2020, based on Receipt on Notification of Amendment of Articles of Associations No. AHU-AH.01.03-0353581 dated 18 August 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||
The transaction represents an increase in capital which is generally carried out in which the increase in capital originates from the capitalization of shares recorded in the Financial Statements as of December 31, 2019. Transactions cannot be carried out other than with shareholders.
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.