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”); 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”).
We, for and on behalf of PT Sarana Menara Nusantara, Tbk., hereby submit Report on Information or Material Fact 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||
December 30, 2020.
|2.||The parties in the Affiliated Transaction and affiliated relations with the Company||
Signing of Revolving Facility Agreement No.1721/LN/MZH/1220 dated 30 December 2020 between:
Affiliated Transactions(objects and value of transactions)
On December 30, 2020, Protelindo, Iforte and KIN have signed the Revolving Facility Agreement No. No.1721/LN/MZH/1220 with Mizuho (“Facility Agreement”).
The following are several important information in connection with the Facility Agreement:
Furthermore, based on the provisions in the Facility Agreement, Protelindo also provide a corporate guarantee to Mizuho. The affiliated transaction as mentioned in this Disclosure of Information is related to the corporate guarantee given by Protelindo pursuant to Corporate Guarantee and Indemnity Agreement dated December 30, 2020 made between Mizuho and Protelindo (“Corporate Guarantee”).
Based on the Corporate Guarantee Agreement, Protelindo will guarantee Iforte’s and KIN’s obligations in relation with the Facility Agreement and the Corporate Guarantee is made in accordance and pursuant with the laws of Republic of Indonesia.
||The nature of the affiliated relationship between the Parties
|5.||Consideration and reason of conducting Affiliated Transactions||
The signing of Corporate Guarantee Agreement as mentioned above is categorized as an affiliated transaction pursuant to POJK 42.
The transaction was conducted by the Company’s affiliated party, ie. between Protelindo, Iforte and KIN, under the consideration that the guarantee provided by Protelindo which is shareholders in Iforte and KIN is given to meet the conditions under the Facility Agreement, in order for the loan facility to be provided. It can only be conducted by Protelindo since Protelindo is an affiliated party of Iforte and KIN. The facility is expected to support Iforte’s and KIN’s business activities which on a consolidated basis will also have a positive impact on Protelindo and the Company.
||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 Facility Agreement by Protelindo, Iforte and KIN.
The signing of Facility Agreement and Corporate Guarantee, respectively, are excluded as material transaction as contemplated under Clause 11 letter a and b of Financial Services Authority Rule Number 17/POJK.04/2020 regarding Material Transaction and Change of Main Business Activities.
The Facility Agreement and Corporate Guarantee does not contain conflict of interest as referred under POJK 42.
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 POJK 31.
We hereby conclude the report on information or material facts.
Thank you for your attention and cooperation.
PT Sarana Menara Nusantara Tbk.