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Tower · 14 April 2022

Signing of the Eight Amendment Letter by Protelindo, Iforte, KIN, SUPR and BIT with JPMorgan Chase Bank, N.A., Jakarta Branch

We refer to (i) Financial Services Authority Rule No.42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest (“POJK 42”); (ii) the 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”); and (iii) Decision of Direction of Indonesian Stock Exchange Number Kep-00015/BEI/01-2021, dated 29 January 2021 concerning Amendment of Regulation Number I-E regarding The Obligation of Information Submission (“Regulation IX.E.1”).

 

We, for and on behalf of PT Sarana Menara Nusantara, Tbk., submit the Affiliated Transactions as contemplated under Clause 6 paragraph (1) point b number 3 and Clause 6 point d and e of POJK 42, as described below:

 

Name of the Issuer

or Public Company

:

PT Sarana Menara Nusantara, Tbk. (the “Company”)

Scope of Business

:

activities of holding companies, telecommunication central construction and other management consultation activities

Telephone

:

021 - 2358 5500

Facsimile

:

021 - 2358 6446

Electronic mail

:

investor.relations@ptsmn.co.id 

 

  1.  

Effective Date of Occurrence 

The Eighth Amendment Letter to the Uncommitted Banking Facilities Offer Letter is April 12, 2022.

  1.  

The parties in the Affiliated Transaction and affiliated relations with the Company

Signing of the Eighth Amendment Letter to the Uncommitted Banking Facilities Offer Letter made between:

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

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

  3. PT Komet Infra Nusantara (“KIN”) which is a subsidiary company which 99.9999% of its shares are owned by Protelindo;

  4. PT Solusi Tunas Pratama, Tbk. (“SUPR”) which is a subsidiary company which 94.03% of its shares are owned by Protelindo;

  5. PT BIT Teknologi Nusantara (“BIT”) which is a subsidiary company which 99.99% of its shares are owned by SUPR; and

  6. JPMorgan Chase Bank, N.A., Jakarta Branch (“JPMorgan”), a banking institution which does not have any affiliated relations with the Company.

  1.  

Affiliated Transactions

(objects and value of transactions)

On April 12, 2022, Protelindo, Iforte, KIN, SUPR and BIT signed the Eighth Amendment Letter to the Uncommitted Banking Facilities Offer Letter with JPMorgan (“the Eighth Amendment Letter”). 


The Eighth Amendment Letter was an amendment to the Uncommitted Banking Facilities Offer Letter dated April 20, 2018 between Protelindo and JPMorgan, which was amended by lastly amendment by the Seventh Amendment Letter dated November 9, 2021 (hereinafter all amendments shall collectively be referred to as the “Original Offer Letter”). 


The information mentioned in this Disclosure of Information is made in accordance with the Eighth Amendment Letter which is an inseparable and integral part of the transaction in the Original Offer Letter.


Regarding the Original Offer Letter, the Company submitted Disclosure of Information to OJK, respectively, on April 24, 2018 and lastly November 22, 2021.

 

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


  • The total amount of facilities provided for Protelindo, Iforte, KIN, SUPR and BIT shall not exceed IDR700,000,000,000,- (seven hundred billion Rupiah) with the following details:

  • Revolving credit facility and overdraft facility in total shall not exceed IDR700,000,000,000,- (seven hundred billion Rupiah) and bank guarantee in total shall not exceed IDR500,000,000,000,- (five hundred billion Rupiah) available to Protelindo;

  • Revolving credit facility and overdraft facility in total shall not exceed IDR500,000,000,000,- (five hundred billion Rupiah) available to Iforte;

  • Revolving credit facility and overdraft facility in total shall not exceed IDR50,000,000,000,- (fifty hundred billion Rupiah) available to KIN;

  • Revolving credit facility and overdraft facility in total shall not exceed IDR700,000,000,000,- (seven hundred billion Rupiah) available to SUPR; and

  • Overdraft facility in total shall not exceed IDR100,000,000,000,- (one hundred billion Rupiah) available to BIT;

(the above facilities will hereinafter be referred to as the “Facilities”).


  • Additonal of borrower to the Facility i.e. BIT.


  • This is the joint and several liability Facilities made between Protelindo, Iforte, KIN, SUPR and BIT.


  • The term of the Facilities is up to April 16, 2023.


  • This Eighth Amendment Letter is governed by the laws of the Republic of Indonesia.

  1.  

Affiliated relations between the Parties

  • Protelindo is a company which 99.9997% of its shares are directly owned by the Company.


  • Iforte is a company which 99.99% of its shares are directly owned by Protelindo.


  • KIN is a company which 99.99% of its shares are directly owned by Protelindo.


  • SUPR is a company which 94.03% of its shares are directly owned by Protelindo.


  • BIT is a company which 99.99% of its shares are directly owned by SUPR.

  1.  

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 Eighth Amendment Letter by Protelindo, Iforte, KIN, SUPR and BIT.

  1.  

Other information 

As previously disclosed, the signing of the Eighth Amendment letter is a continuous affiliated transaction from the Facility Agreement which previously disclosed by the Company Disclosure of Information in accordance with the prevailing Rule of OJK.


The Eighth Amendment Letter is categorized as an affiliated transaction pursuant to Article 5 paragraph (e) and Article 6 paragraph (1) letter b point 3 and Article 6 letter d and e of POJK 42, and is therefore excluded from the procedure under Article 3 of POJK 42 and is not obliged to comply to the Article 4 paragraph (1) of POJK 42, and therefore the Company only be required to report to OJK within 2 (two) working days as of the signing of the Eighth Amendment Letter.


The signing of the Eighth Amendment Letter is not a material transaction as referred to under Financial Services Authority Rule No. 17/POJK.04/2020 regarding Material Transactions and Change of Main Business Activities (“POJK 17”).

 

We hereby conclude the report on information or material facts to occupy provisions of Article 6 paragraph (1) letter b point 3 and Article 6 letters d and e POJK 42 as well as compliance with POJK 31.

Thank you for your attention and cooperation.

 

Best regards,

PT Sarana Menara Nusantara, Tbk.

 

Tower · 1 April 2022

Signing of the Facility Agreement and Corporate Guarantee by Protelindo, Iforte, SUPR and PT Bank BTPN, Tbk.

Tower · 31 March 2022

Signing of the Sale and Purchase Asset by KIN and Protelindo.

Tower · 31 March 2022

Signing of the Facility Agreements by Protelindo with JPMorgan Chase Bank, N.A., Jakarta Branch and guaranteed by Iforte and SUPR.

Tower · 23 March 2022

Signing of the Credit Agreement by Protelindo and Iforte with PT Bank Danamon Indonesia, Tbk.

Tower · 8 March 2022

Signing of the Eleventh Amendment Agreement by Protelindo, Iforte, KIN, SUPR, BIT and QTR with PT Bank Central Asia, Tbk.

Tower · 2 March 2022

Signing of the Facility Agreement and Corporate Guarantee Agreement by Protelindo, Iforte, SUPR with Bank of China (Hong Kong) Limited.

Tower · 1 March 2022

Signing of the Facility Agreement by Protelindo with MUFG Bank Ltd., Jakarta Branch.

Tower · 25 January 2022

Signing of the Credit Agreement and Corporate Guarantee Agreement by Protelindo and Iforte with Bank of China (Hong Kong) Limited, Jakarta Branch
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