Signing of Credit Agreement between Protelindo, Iforte and SUPR and Corporate Guarantee between Protelindo with PT Bank Negara Indonesia (Persero) Tbk

Tower · Thursday, 15 June 2023 06:00

On June 13, 2023, Protelindo as borrower and guarantor, Iforte and SUPR as borrower and PT Bank Negara Indonesia (Persero) Tbk as lender, executed a Credit Agreement (“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:

To comply with the 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-00066/BEI/09-2022, Amendment to Regulation No. I-E on Obligation to Submit Information, we, PT Sarana Menara Nusantara Tbk (the “Company”), hereby submit a Report on Material Information or Facts as follows:

Name of Issuer or Public Company

:

PT Sarana Menara Nusantara, Tbk.

Line of Business

:

 Management Consultancy Activities

-   Holding Company Activities

-   Construction of Central Communication

Phone

:

0291-431691 / 021-23585500

email

:

corpsec@ptsmn.co.id

 

1.

Date of Occurrence

 June 13, 2023

2.

Parties to the Transaction

1. PT Profesional Telekomunikasi Indonesia (“Protelindo”), a company whose 99.9997% shares are directly owned by the Company;

2. PT Iforte Solusi Infotek (“Iforte”), a company whose 99.99% shares are directly owned by the Protelindo;

3. PT Solusi Tunas Pratama Tbk (“SUPR”) a company whose 99,96% shares are directly owned by Protelindo; dan/and

4. PT Bank Negara Indonesia (Persero) Tbk., (“BNI”) as a banking institution.

3.

Type of Material Information or Facts

Execution of Credit Agreement dated June 13, 2023 between Protelindo, Iforte and SUPR as the borrowers with BNI as the lender (“Credit Agreement”).

 To guarantee the performance under the Credit Agreement, on June 13, 2023, Protelindo has signed the Corporate Guarantee Agreement (“Guarantee Agreement”).

 Credit Agreement, and Guarantee Agreement together will be referred as to "Transaction".

4.

Description of Material Information or Facts

The following are key terms and conditions under the Transaction:

1. Commitment: IDR2.000,000,000,000 with the following details:

(a) Short Term Facility IDR1,000,000,000,000;

(b) Long Term Facility: IDR1,000,000,000,000.

2. Purpose of loan: Company’s capital expenditure and general corporate purposes.

3. Final Maturity Date:

(a) Short Term Facility: 24 (twenty-four) months after June 13, 2023;

(b) Short Term Facility: maximal 60 (sixty) months after June 13, 2023.

4. Governing Laws: Law of Indonesia.

5.

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 performance of such Transaction does not have material impact to the operational, legal, financial condition or continuity of the Company's business.

6.

Other information

1.  The execution of the Guarantee Agreement is an affiliated transaction as referred to:

(i)  Clause 6 section (1) letter b point (2) of OJK Regulation No. 42 of 2022 regarding the Affiliated Transaction and Conflict of Interest Transaction (“OJK Rule 42”), i.e. a transaction between the subsidiaries whose at least 99% of their shares are owned by the Public Company; and

(ii) Clause 6 section (1) letter (e) OJK Rule 42, i.e. providing  guarantee to bank in relation to the loan agreement provided to the Issuer or its subsidiaries.

2. The Transaction is not a conflict of interest transaction of the Company as referred to OJK Rule 42 and is not a material transaction as referred to the OJK Regulation No. 17/POJK.04/2020 on Material Transactions and Change of Business Activities.

 

Thus we convey the above information and explanation.

Regards, 

PT Sarana Menara Nusantara