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.

Telephone

:

021-2358 5500

Facsimile

:

021-2358 6446

Electronic mail

:

investor.relations@ptsmn.co.id

1.

Date of Occurrence

December 8, 2021. 

2.

Type of Information or Material Facts

1. Signing of the Facility Agreement and the Guarantee Agreement by and between:

1. PT Professional Telekomunikasi Indonesia (“Protelindo”) ;

2. PT Iforte Solusi Infotek (“Iforte”);

3. PT Solusi Tunas Pratama Tbk (“STP”);

4. PT Bank BTPN Tbk (“BTPN”), a banking institution and is not an affiliated party of the Company.

(hereinafter referred to as “BTPN Facility Agreement and BTPN Guarantee Agreement”); and

2. Signing of the Facility Agreement and the Guarantee Agreement by and between:

1. Protelindo

2. Iforte

3. STP

4. PT Bank CIMB Niaga, Tbk, a banking institution and is not an affiliated party of the Company.

(hereinafter referred to as the “CIMB Facility Agreement and CIMB Guarantee Agreement”)

BTPN Facility Agreement and CIMB Facility Agreement hereby jointly referred to as “Facility Agreements” and BTPN Guarantee Agreement and CIMB Guarantee Agreement jointly referred to as “Guarantee Agreements”.

3.

Description of the Additional Information or Material Fact

BTPN Facility:

The following are some important information related to the BTPN Facility Agreement:

• Parties: Protelindo, Iforte and STP as borrowers and BTPN as the lender

• The total loan amount based on the BTPN Facility Agreement is IDR1,500,000,000,000 or its USD and Yen equivalents, which can be used with the following details:

- Protelindo: up to IDR1,500,000,000,000;

- Iforte: up to IDR 500,000,000,000; and

- STP: up to IDR 500,000,000,000

provided that the total amount that can be utilized jointly by the borrowers does not exceed                                    IDR1,500,000,000,000

• Purpose of the agreement: finance capital expenditures, for the general corporate needs of the Borrowers, including but not limited to working capital needs.

• Protelindo, Iforte and STP have joint and several liability obligations under the BTPN Facility Agreement.

• Time Period: December 30, 2022.

• Applicable law: law of the Republic of Indonesia.

The following are the remarks related to BTPN Guarantee Agreement: 

• Protelindo shall guarantee the obligations of Iforte and STP in relation to the BTPN Facility Agreement; and

• Corporate Guarantee is governed and subject to the laws of the Republic of Indonesia.

CIMB Facility

The following are several important information related to the BTPN Facility Agreement:

• Parties: Protelindo a the borrower and CIMB as the Lender

• The total loan amount based on the CIMB Facility Agreement is IDR1,500,000,000,000.

• Purpose of the agreement: general corporate purpose and refinance the bridging loan.

• Time Period: 60 (sixty months) from the date of the first withdrawal in accordance with the first utilization request.

The following are the important information related to CIMB Guarantee Agreement: 

• Iforte and STP shall guarantee the obligations of Protelindo in relation to the CIMB Facility Agreement; and

• Corporate Guarantee is governed and subject to the laws of the Republic of Indonesia

4.

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.

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

5.

Consideration and reason of conducting Affiliated Transactions 

The signing of the Facility Agreements and Underwriting Agreements as mentioned above is an affiliated transaction as referred to in POJK 42.

The refinancing structure with the concept of joint borrowing followed by corporate guarantees provided by Protelindo will allow Iforte and STP to obtain a financing with preferable terms and conditions.

Likewise, with the structure of providing corporate guarantees by STP and Iforte for the CIMB Facility Agreement, will also allow Protelindo to obtain preferable financing terms and conditions. In addition, a guarantee provided by STP and Iforte to Protelindo will allow Protelindo to provide corporate guarantees for the financing obtained by STP or Iforte, which will allow Iforte and STP to obtain a financing with preferable terms and conditions.

Obtaining preferable financing terms and conditions for each Protelindo. Both STP and Iforte are expected to bring a positive impact on the respective companies, and therefore, will bring a positive impact on the Company.

The abovementioned transaction will not be achieved if the transaction is not conducted with an affiliated party.

6

Considerations and reasons for conducting Material Transactions

The Facility Agreements obtained from banking institutions will be used by Protelindo, Iforte and STP respectively for capital expenditure, general company purposes and repayment of its existing bridging loans.

The consideration in conducting transactions with banking institutions is that the bank as a institutional funder allows Protelindo, Iforte and STP respectively to obtain source of funds for their needs and also with preferable terms and conditions.

7.

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 Agreements or the Guarantee Agreement.

8.

Other information

The signing of Facility Agreements and Guarantee Agreements are categorized as exempted material transactions and affiliated transactions pursuant to Article 11 point b and c of POJK 17 and Article 6 paragraph 1 point d and e of the POJK 42, therefore the Company only obliged to submit information disclosure to OJK no later than 2 (two) working days after the date of the such Agreements.

The Loan Agreement and the Guarantee Agreement does not contain conflict of interest as referred under POJK 42.