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Execution of Treasury Line Agreement, Guarantee Bank Agreement, Deed of Company Guarantee and Company Indemnification Agreement between Protelindo, Iforte, STP and PT Bank Negara Indonesia (Persero) Tbk

Tower · Thursday, 11 August 2022 12:00

On 9 August 2022 2022, PT Profesional Telekomunikasi Indonesia (“Protelindo”) PT Iforte Solusi Iforte (“Iforte”) and PT Solusi Tunas Pratama Tbk (“STP”), executed Treasury Line Agreement, Guarantee Bank Agreement, Deed of Company Guarantee and Company Indemnification Agreement with PT Bank Negara Indonesia (Persero) Tbk (“Transaction”).

Report on Material Information or facts in relation to the above Transaction, as required under OJK Regulation No. 31/POJK.04/2015 on Disclosure of Material Information or Facts by Issuers or Public Companies and the IDX Board of Directors Decree No. Kep-00015/BEI/01-2021, Amendment to Regulation No. I-E on Obligation to Submit Information, is as follows:

Dear Sir,

To comply with (i) Financial Services Authority Rule (“OJK”) No. 17/POJK.04/2020 concerning Material Transactions and Alteration of Business Activities (“POJK 17”); and (ii) Decision of Board of Directors 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 (“Rule I-E”), we, PT Sarana Menara Nusantara Tbk (the “Company”), hereby submit a Disclosure on Material Transaction, as follows:

Name of Issuer  : PT Sarana Menara Nusantara, Tbk (“Company”)
Line of Business :

- Management Consultancy activities

- Construction of Central Communication.

Phone : 0291-431691
e-mail : corpsec@protelindo.net

 

1. Date of Occurrence 9 August 2022
2. Parties to the Transaction
  1. PT Profesional Telekomunikasi Indonesia (“Protelindo”)
  2. PT Iforte Solusi Infotek (“Iforte”)
  3. PT Solusi Tunas Pratama Tbk (“SUPR”)
  4. PT Bank Negara Indonesia (Persero) Tbk (“BNI”)
3. Object and Value of the Transaction

1. Object of Transaction:

a. Execution of Credit Agreement No. 138 dated 16 September 2021 by and between Protelindo and BNI amounting IDR3,000,000,000,000.- (Three Trilion Rupiah) (“BNI Facility Agreement 1”) which the disclosure related to the Facility Agreement has been reported to OJK and published in Company’s website n 20 September 2021, with the following link:

Signing of Credit Facility Agreement by Protelindo and Iforte with Bank BNI, Bank BTPN, Bank CIMB Niaga, Bank HSBC, Bank Mandiri, Bank Mizuho Indonesia and MUFG Bank Jakarta Branch | PT Sarana Menara Nusantara (ptsmn.co.id)

b. Execution of Credit Agreement No. 7 dated 9 June 2022 by and between Protelindo and BNI amounting IDR1,000,000,000,000.- (One Trilion Rupiah) (“BNI Facility Agreement 2”) which the disclosure related to the Facility Agreement has been reported to OJK and published in Company’s website on 10 June 2021 with the following link:

Signing of the Credit Agreement by Protelindo and BNI | PT Sarana Menara Nusantara (ptsmn.co.id)

c. Execution of Treasury Line Facility Agreement No. 002/KPS3/PPFTL/2022 dated 9 August 2022 by and between Protelindo and BNI (“Treasury Line Agreement”) with the several important details as follow:

    • Total commitment: IDR 572,000,000,000;
    • Purpose of facility : forex transaction limit, hedging, call spread, cross currency swab, option, and all derivatives transaction with BNI.
    • Availability Period: 12 (twelve) months; and
    • Governing Laws: Laws of Republic of Indonesia

d. Execution of Bank Guarantee Issuance Agreement dated 9 August 2022 by and between Iforte and BNI (“Bank Guarantee Agreement”) with the several important details as follow:

    • Total commitment: IDR100,000,000,000;
    • Purpose of facility: Guarantee Bank Issuance by Iforte and/or its subsidiaries;
    • Availability Period: 12 (twelve) months;
    • Protelindo will provide the corporate guarantee in the event that Iforte and/or its subsidiaries will issue the bank guarantee to the third party(ies); dan/ and
    • Governing Laws: Laws of Republic of Indonesia

to guarantee the performance of Protelindo under BNI Facility Agreement 1, BNI Facility Agreement 2 and Treasury Line Agreement, each Iforte and SUPR executed the Deed of Company Guarantee and Company Indemnification Agreement dated 9 August 2022 (“Guarantee Agreement 1”)

e. to guarantee the performance of Iforte under the Bank Guarantee Agreement, Protelindo shall sign a corporate guarantee under the terms and conditions of the relevant facility agreement (“Guarantee Agreement 2” and together with Treasury Line Agreement, Bank Guarantee Agreement, and Guarantee Agreement 1 shall be referred as “Transaction”). 

2. The Transaction is a material transaction as referred to in Clause 11 (b) and (c) POJK 17.

4. Explanation, Considerations and Reasons for Material Transactions The financing transaction or other banking facilities structure with a corporate guarantee provided by the affiliated parties such as Protelindo, Iforte or SUPR will facilitate the relevant parties to obtain a preferable financing terms and conditions.
5. The affiliation relation of the parties conducting Material Transactions

a. Protelindo a company which 99.9997% of its shares directly owned by the Company;

b. Iforte a company which 100% of its shares indirectly owned by the Company;

c. SUPR a company which 99.96% of its shares directly owned by Protelindo;

d. BNI is a banking institution which nonaffiliated party of each Protelindo, Iforte, SUPR and the Company.

6. The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Issuer or Public Company The disclosed information or material facts do not have material impact to the operational, legal, financial condition or continuity of the Company's business.
7. Other information

 1. The Transaction is not a conflict-of-interest transaction of the Company as referred to in OJK Regulation No. 42 of 2022 on Affiliated Transaction and Conflict of Interest (“OJK Rule 42”)

2. Transaction is an affiliated transaction as referred to in: (i) Clause 6 section (d) OJK Rule 42, i.e.  facility agreement provided by a bank; and (ii) Clause 6 section (e) OJK Rule 42, i.e. a corporate guarantee provided to bank in relation to the loan agreement granted to the Issuer or subsidiaries.

The Board of Commissioners and Directors of the Company hereby declares that:

1. The Transaction is not a conflict-of-interest transaction of the Company as referred to OJK Rule 42.

2. This Disclosure contains material information which is true and not misleading.

According to Clause 8 of 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 (“OJK Rule 31”) this Disclosure is also made to comply with provision under OJK Rule 31.

Thus we convey the above information and explanation. 

Best regards,

PT Sarana Menara Nusantara, Tbk.