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

Tower · Tuesday, 29 August 2023 07:00

On August 23, 2023, Protelindo and Iforte as borrower, SUPR as guarantor and PT Bank Mandiri (Persero) Tbk as lender, executed a Credit Agreement and Corporate Guarantee (“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

August 28, 2023

2.

Parties to the Transaction

1. PT Profesional Telekomunikasi Indonesia (“Protelindo”), a company in which the Company owns 99.9997% of the shares;

2. PT Iforte Solusi Infotek (“Iforte”), a subsidiary in which Protelindo directly owns 99.99% of its shares;

3.  PT Solusi Tunas Pratama Tbk (“SUPR”), a company whose 99.96% shares are directly owned by the Protelindo;dan/and

4.  PT Bank Mandiri (Persero) Tbk (“Mandiri”) as a banking institution.

3.

Type of Material Information or Facts

Signing of Deed of Credit Agreement and Guarantee dated August 28, 2023, drawn before Notary Mutiara Siswono Patiendra, S.h., Notary in South Jakarta (“Credit Agreement and Guarantee”) made between Protelindo and Iforte as debtors, SUPR as a guarantor and Mandiri as a creditor.

4.

Description of Material Information or Facts

The following are several important information in connection with the Credit Agreement and Guarantee:

 

- Commitment: The total amount of loan:  IDR1,500,000,000,000, with the following details:

1.  Facility A amounting IDR1,000,000,000,000 which can be utilized only for Protelindo; dan / and

2. Facility B amounting IDR500,000,000,000 which can be utilized only for Iforte.

- Purpose of loan: General corporate purposes of Protelindo and Iforte.

- Final Maturity Date: 12 months from the date of the signing of the Credit Agreement and Corporate Guarantee.

- Governing Laws: Law of Indonesia.

Under the Credit Agreement and Guarantee:

1.  SUPR agrees to provide a corporate guarantee to guarantee the fulfilment of Protelindo and Iforte’s obligations under the Credit Agreement and Guarantee; and

2. Protelindo and Iforte are jointly liable for their obligations under the Credit Agreement and Corporate Guarantee.

3. The Credit Agreement and Guarantee is made and governed in accordance with the laws of Republic of Indonesia.

Transaction is an affiliated transaction as regulated under:

(i) Clause 6 paragraph (1) point (b) number (2) of OJK Regulation No. 42 of 2020 (“OJK Rule No. 42”) , i.e. a transaction between subsidiaries of public company whose at least 99% of their shares are owned by public company; dan / and

(ii)  Clause 6 paragraph (1) point (e) of OJK Rule No. 42, i.e. a corporate guarantee provided to a bank in relation to a loan granted to public company or its subisidary.

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

2. The Transaction 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