NEWS & EVENTS
Signing of Amendment Agreement between Protelindo, Iforte, and Oversea-Chinese Banking Corporation Limited
Jakarta, August 24, 2020 | Source: Company

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”); and (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 the Company No. 073/CS-OJK/SMN/XI/2014 dated 21 November 2014 regarding Disclosure Report on Material Information or Facts of Affiliated Transactions (“Company Letter 2014”); and (v) Letter of the Company No. 160/CS-OJK/SMN/IX/2018 dated 7 September 2018 regarding Disclosure Report on Material Information or Facts of Affiliated Transactions (“Company Letter 2018”).


 

We, for and on behalf of PT Sarana Menara Nusantara, Tbk., hereby submit report on transactions in accordance with POJK 31 Article 6 paragraph (z) and Article 2 paragraph (b) point (5) of Regulation IX.E.1, 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.

Telephone : 021-2358 5500
Facsimile : 021-2358 6446
E-mail : investor.relations@ptsmn.co.id

 

1. Date of Occurrence

August 19, 2020.

 

2. Type of Material Information or Facts

Changes to the terms of the Credit Facility Agreement previously signed on November 19, 2014,as amended by Amendment Agreement dated June 21, 2017, as amended by Amended and Restated by Amendment Agreement dated September 5, 2018 and lastly amended by Amendment Agreement dated January 15, 2020.

 

3. The parties in the Transaction

The parties involved in the transaction:

  1. PT Profesional Telekomunikasi Indonesia (“Protelindo”), a company which 99.9997% of its shares are directly owned by the Company;

  2. PT Iforte Solusi Infotek (“Iforte”), a company which 99.99% of its shares are directly owned by Protelindo; and

  3. Oversea-Chinese Banking Corporation Limited (“OCBC”), an independent banking institution. OCBC does not have any affiliated relations with the Company.

4. Description of the Additional Information or Material Fact

On August 19, 2020, Protelindo and OCBC have signed the Amendment Agreement (“Amendment Agreement”) which is an amendment to the Credit Facility Agreement dated November 19, 2014 which the Company has issued a Disclosure of Information dated November 21, 2014, which amended thereafter by Amendment Agreement dated June 21, 2017, and amended by Amended and Restated by Amendment Agreement dated September 5, 2018 which the Company has issued a Disclosure of Information dated September 7, 2018 and lastly amended by Amendment Agreement dated January 15, 2020.

 

The following are several important information in connection with the Amendment Agreement:

  • Reducing the amount of the revolving loan facility from US$100,000,000 (one hundred million United States Dollars) to US$50,000,000 (fifty million United States Dollars);

  • Purpose: for capital expenditure and general corporate purposes of Protelindo;

  • Term: until November 19, 2022;

  • Whereas, in this Amendment Agreement Iforte stated that the corporate guarantee will remain binding as the guarantor of Protelindo;

  • Prevailing laws: English law.

5. 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 Amendment Agreement.

 

6. Other information

The signing of Amendment Agreement respectively are not categorize as material transaction as contemplated 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 Activities as amended from time to time.

 

The Amendment Agreement do not contain any conflict of interests and are not affiliated transactions as contemplated under Regulation No. IX.E.1, because Protelindo and OCBC as the lender of the loan facility do not have any affiliated relations.