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 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)
Whereas Protelindo and PT Telekomunikasi Selular (“Telkomsel”) have signed telecommunication infrastructure lease agreement under Master Lease Agreement for Collocation (MLA) No. 080/BC/PRO-01/LOG/2009 dated 27 October 2009 (including its amendments will be referred to as “Protelindo Master Agreement”).
Whereas KIN, Iforte and Quattro, each respectively, signed an agreement regarding the lease of macro sites, withTelkomsel (“Subsidiaries Master Agreement”).
Whereas Protelindo and Telkomsel and each of Protelindo’s subsidiaries, namely KIN, Iforte and Quattro, has made an arrangement, under which, Protelindo and Telkomsel agreed to amend the Protelindo Master Agreement and transfer the contracts of macro sites by KIN, Iforte and Quattro, respectively, to the Protelindo Master Agreement (“Amendment and Transfer of Master Lease Agreement”).
Whereas, in connection with the transfer that will be conducted based on the Amendment and Transfer of Master Lease Agreement, Protelindo will pay compensation to each of these subsidiaries, namely KIN, Iforte and Quattro, which will be calculated from 1 August 2020 (“Cut Off Date”).
Whereas, for the transfer of contracts regarding macro sites from Protelindo's subsidiaries, Protelindo will prepay the compensation to each of KIN, Iforte and Quattro based on the following agreements:
(hereinafter KIN Compensation Agreement, Iforte Compensation Agreement, and Quattro Compensation Agreement together will be referred to as the “Compensation Agreement”).
The following are several important points regarding the KIN Compensation Agreement, including among others:
The following are several important points regarding the Iforte Compensation Agreement, including among others:
The following are several important points regarding the Quattro Compensation Agreement, including among others:
||The nature of the affiliated relationship between the Parties
|5.||Consideration and reason of conducting Affiliated Transactions||
By implementing the transfer of contracts for macro sites belonging to its subsidiaries, Protelindo will be able to consolidate these contracts into Protelindo’s contracts, resulting that it will make an easier for Protelindo to provide services to its users, which in this case is Telkomsel.
The transactions above cannot be conducted with other parties, considering that the contracts transferred are owned by subsidiaries which are owned more than 99% by Protelindo, therefore the transaction may not be conducted with other parties apart from Protelindo’s subsidiaries.
Payment of compensation under the Compensation Agreement is categorized as an affiliated transaction as mentioned in Article 6 paragraph 1 letter b point 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.
The payment of compensation under this Compensation Agreement shall not impact the Company’s business continuity.
Furthermore, the payment of Compensation 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, because the amount of transaction does not reach 20% of the Company’s equity.
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.