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) Financial Services Authority Rule No.42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest (“POJK 42/2020”); (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 PT Sarana Menara Nusantara Tbk. No. 107/CS-OJK/SMN/XII/16 dated 23 December 2016 regarding Disclosure of Information to the Shareholders in Compliance with Regulation IX.E.1 (“Company Letter 2016”); (v) Letter of the Company No. 073/CS-OJK/SMN/IX/17 dated 8 September 2017 regarding Disclosure Report on Material Information or Facts (“Company Letter 2017”); (vi) Letter of the Company No. 181/CS-OJK/SMN/IX/18 dated 21 September 2018 regarding Disclosure Report on Material Information or Facts of Affiliated Transactions (“Company Letter 2018”); (vii) Letter of the Company No. 069/CS-OJK/SMN/V/19 dated 23 May 2019 regarding Disclosure Report on Material Information or Facts of Affiliated Transactions (“Company Letter May 2019”); (viii) Letter of the Company No. 131/CS-OJK/SMN/XI/19 dated 12 November 2019 regarding Disclosure Report on Material Information or Facts of Affiliated Transactions (“Company Letter November 2019”); and (ix) Letter of the Company No. 030/CS-OJK/SMN/IV/20 dated 17 April 2020 regarding Disclosure Report on Material Transaction or Facts of Affiliated Transactions (“Company Letter April 2020”).
We, for and on behalf of PT Sarana Menara Nusantara Tbk. (the “Company”), hereby submit Report on Information or Material Fact in relation with the signing of the Sixth Amendment of Facility Agreement dated 30 November 2020 (“Sixth Amending Agreement”) by PT Profesional Telekomunikasi Indonesia (“Protelindo”), a subsidiary company which 99.9997% of its shares are owned by the Company.
This Sixth Amending Agreement is an amendment of facility credit based on IDR500,000,000,000 Revolving Loan Facility Agreement dated 21 December 2016 which was first amended by First Amendment of Facility Agreement dated 6 September 2017 and subsequently amended several times, lastly by Fifth Amending Agreement dated 15 April 2020 (“Facility Agreement”).
The Sixth Amending Agreement is a continuous transaction for the Facility Agreement, of which the Company has issued a Disclosure of Information as stated under Company Letter 2016, Company Letter 2017, Company Letter 2018, and Company Letter May 2019, Company Letter November 2019 and Company Letter April 2020.
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||
November 30, 2020.
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
Affiliated Transactions(objects and value of transactions)
As previously disclosed under Company Letter 2016, Company Letter 2017, Company Letter 2018, Company Letter May 2019, Company Letter May 2019, Company Letter November 2019 and Company Letter April 2020, Protelindo signed the Initial Facility Agreement with BCA (the “Transaction”). Whereas, the Transaction is categorized as an Affiliated Transaction, in which the Disclosure of Information for the Transaction was announced to shareholders of the Company, respectively, in the Company’s website and the Indonesian Stock Exchange’s website on 23 December 2016, 8 September 2017, 21 September 2018, 23 May 2019, 12 November 2019 and 17 April 2020.
Under the Sixth Amending Agreement, Protelindo and BCA agreed to add and/or amend certain provisions including additional amount of Facility B in the amount of IDR 250,000,000,000 (two hundred fifty billion Rupiah). Therefore, Facility B which previously amounted to IDR 500,000,000,000 (five hundred billion Rupiah) will amount to IDR 750,000,000,000 (seven hundred fifty billion Rupiah).
||The nature of the affiliated relationship between the Parties
The signing of facility is an affiliated transaction because Protelindo and BCA have an affiliated relationship through the same controlling shareholders.
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 Sixth Amending Agreement by Protelindo.
As previously disclosed, the signing of Sixth Amending Agreement is a continuous affiliated transaction from the Facility Agreement which was previously disclosed in accordance with the prevailing Rule of OJK (previously Bapepam).
The Sixth Amending Agreement is categorized as an affiliated transaction pursuant to Article 5 paragraph (e) and Article 6 paragraph (1) letter (d) of POJK 42/2020, and is therefore excluded from the procedure under Article 3 of POJK 42/2020 and is not obliged to comply to the Article 4 paragraph (1) of POJK 42/2020, and therefore the Company only be required to report to OJK within 2 (two) working days as of the signing of the Sixth Amending Agreement.
The additional amount of facility under Sixth Amending Agreement which is signed by Protelindo is not a material transaction as referred to under Article 3 point 2 letter a of Financial Services Authority Rule No. 17/POJK.04/2020 regarding Material Transactions and Change of Main Business Activities (“Rule No. 17/2020”), since the value of the transaction does not exceed 20% of the equity of the Company pursuant to the Financial Statement of the Company dated 31 December 2019 (audited).
We hereby conclude the report on information or material facts.
The Board of Commissioners and Board of Directors of this Company hereby state that the affiliated transaction in this Disclosure of Information have been carried out 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.
Thank you for your attention and cooperation.
PT Sarana Menara Nusantara Tbk.