Signing of Credit Agreement by Protelindo, Iforte and PT Bank CIMB Niaga, Tbk.
Tower · Tuesday, 24 August 2021 12:00
We refer to (i) 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”); (ii) Financial Services Authority Rule No.42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest (“POJK 42”); and (iii) Decision of Chairman of Bapepam-LK 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 Affiliated Transactions as contemplated under Clause 6 paragraph (1) point b number 3 of POJK No. 42, as described below:
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Name of the Issuer or Public Company |
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PT Sarana Menara Nusantara, Tbk. (the “Company”) |
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Scope of Business |
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Providing services (except services in the field of law and tax) and investment in other companies. |
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Telephone |
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021-2358 5500 |
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Facsimile |
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021-2358 6446 |
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Electronic mail |
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1. |
Date of Occurrence |
August 20, 2021.
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Type of Information or Material Facts |
Signing of Deed of the Credit Agreement No. 172 dated August 20, 2021 drawn before Christina Dwi Utami, SH, MHum, Mkn, Notary in Jakarta 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; and 3. PT Bank CIMB Niaga, Tbk (“CIMB”), which is a banking institution which does not have any affiliated relations with the Company.
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Description of the Additional Information or Material Fact |
On August 20, 2021, Protelindo and Iforte have signed Deed of the Credit Agreement No. 172 drawn before Christina Dwi Utami, SH, MHum, Mkn, Notary in Jakarta with CIMB (“Credit Agreement”).
The following are several important information in connection with the Credit Agreement, as follow:
· The total amount of loan pursuant to the Credit Agreement is IDR1.000.000.000.000 (one trillion Rupiah).
· The purpose of the Credit Agreement is for capital expenditure, general corporate purposes of Protelindo and Iforte, including but not limited to refinance its existing debt.
· Term: 48 (forty-eight) months from the date of the first withdrawal.
· Prevailing laws: Indonesian law.
The affiliated transaction mentioned in this Disclosure of Information is with regards to the corporate guarantee by Protelindo pursuant to the Deed of the Corporate Guarantee No. 173 dated August 20, 2021 drawn before Christina Dwi Utami, SH, MHum, Mkn, Notary in Jakarta between CIMB and Protelindo (“Corporate Guarantee”).
Under the Corporate Guarantee, Protelindo will guarantee Iforte’s obligations in relation with the Credit Agreement and the Corporate Guarantee is made in accordance and pursuant with the laws of Republic of Indonesia.
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Affiliated relations between the Parties |
- Protelindo a company which 99.9997% of its shares are directly owned by the Company.
- Iforte a company which 99.99% of its shares are directly owned by Protelindo.
Respectively, Protelindo and Iforte as debtor 1 and debtor 2 under the Credit Agreement with CIMB as creditor, and Protelindo as a guarantor of Iforte’s obligations under the Corporate Guarantee.
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Consideration and reason of conducting Affiliated Transactions |
The signing of Corporate Guarantee as mentioned above is categorized as an affiliated transaction pursuant to POJK 42.
The transaction was conducted by the Company’s affiliated party, ie. between Protelindo and Iforte, under the consideration that the guarantee provided by Protelindo is given to meet the conditions under the Credit Agreement, in order for the loan facility to be provided. The Corporate Guarantee cannot be provided if Protelindo is not an affiliated party. Funding needed both in Protelindo and Iforte that can be provided by CIMB with a one-loan structure where respectively, Protelindo and Iforte become debtor 1 and debtor 2 in the Credit Agreement with CIMB as creditor. The facility is expected to support Protelindo’s and Iforte’s business activities which on a consolidated basis will also have a positive impact on the Company.
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The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Issuer or Public Company
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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 Credit Agreement by Protelindo and Iforte. |
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Other information |
The signing of Credit Agreement, is not categorized as material transaction as contemplated under Financial Services Authority Rule Number 17/POJK.04/2020 regarding Material Transaction and Change of Main Business Activities (“POJK No. 17/POJK.04/2020”).
The Credit Agreement does not contain conflict of interest as referred under POJK No. 42.
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The Board of Commissioners and Board of Directors of this Company hereby state that the affiliated transaction in this Disclosure of Information have been conducted in accordance with procedures to ensure that this affiliated transaction is in accordance with common business practice, does not contain Conflict of Interests and the information disclosed above contains material information is true and not misleading.
This disclosure of information is also made to meet the provision under POJK No. 31.
We hereby conclude the report on information or material facts.
Thank you for your attention and cooperation.
Best regards,
PT Sarana Menara Nusantara, Tbk.