We refer to (i) Financial Services Authority Rule No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest on Certain Transactions (“Rule 42/2020”) 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., hereby submit report on Affiliated Transactions (as defined herein) in accordance with Article 6 paragraph 1 letter b point 2) and 3) of Rule 42/2020, 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||
November 30, 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 decrease of KIN’s issued and paid-up capital, through the withdrawal of its shares that have been issued to KIN’s shareholder, namely Protelindo.
KIN intended to decrease its issued and paid up capital through the withdrawal of shares that have been previously issuedin the amount of 2,254,380,000 shares with each nominal value of IDR100 (one hundred Rupiah), which therefore amounting to IDR225,438,000,000 (two hundred twenty five billion four hundred thirty eight million Rupiah) which are entirely owned by Protelindo.
Following the effectiveness of the decrease of issued and paid up capital in KIN, the issued and paid up capital of KIN which previously amounted to IDR1,606,382,187,200 (one trillion six hundred six billion three hundred eighty two million one hundred eighty seven thousand two hundred Rupiah) became IDR1,380,944,187,200 (one trillion three hundred eighty billion nine hundred fourty four million one hundred eighty seven thousand and two hundred Rupiah) (“Decrease of KIN’s Capital”).
The Decrease of KIN’s Capital is based on Deed No. 198 dated 30 November 2020 made before Notary Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in West Jakarta. Pursuant to the provisions of Article 44 to Article 47 of Law No. 40 of 2007 concerning Limited Liability Companies (“Company Law”), the Decrease of KIN’s Capital shall be announced in 1 (one) newspaper within 7 (seven days) after the date of the GMS Resolution, in order to facilitate any objections from KIN’s creditors. Furthermore, according to the said provisions of the Company Law, the Decrease of KIN’s Capital will be effective upon obtaining an approval from the Minister of Law and Human Rights of the Republic of Indonesia, no later than 60 (sixty) days from the date of its announcement in the newspaper.
||The nature of the affiliated relationship between the Parties
Based on the shares ownership:
Based on the composition of management in KIN, Protelindo and the Company:
|5.||Consideration and reason of conducting Affiliated Transactions||
Whereas, the decrease in capital through the withdrawal of shares can only be conducted by the shareholders of KIN which in this case is Protelindo and is an affiliated party.
Decrease in KIN’s Capital is categorized as an affiliated transaction as mentioned in Article 6 paragraph 1 letter b point 2) and 3) of Rule 42/2020 and therefore the Company is only required to submit the disclosure information no later than 2 (two) business days after such transaction.
Furthermore, the Increase in KIN’s Capital is not categorized as material transaction as contemplated under number Financial Services Authority Regulation No. 17/POJK.04/2020 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 affiliated transaction in this Disclosure of Information have been conducted in accordance with procedures to ensure that this affiliated transaction is in accordance with common business practice, does not contain Conflict of Interests and 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.