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Signing of the Facility Agreements by Protelindo with JPMorgan Chase Bank, N.A., Jakarta Branch and guaranteed by Iforte and SUPR.

Tower · Thursday, 31 March 2022 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 Article 6 paragraph (1) point e of POJK No. 42, as described below:

 

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 activities.

Telephone

:

021-2358 5500

Facsimile

:

021-2358 6446

Electronic mail

:

investor.relations@ptsmn.co.id

 

1.

Date of Occurrence

March 29, 2022.

 

2.

The Parties

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

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

  3. PT Solusi Tunas Pratama, Tbk. (“SUPR”); and

  4. JPMorgan Chase Bank, N.A., Jakarta Branch (“JPMorgan”), which is a banking institution that has not any affiliated relations with the Company.

3.

Type of Information or Material Facts

Signing of the USD20.000.000 Term Loan Agreement and USD20.000.000 Term Loan Agreement, both dated March 29, 2022 made between Protelindo, Iforte, SUPR and JPMorgan (“Facility Agreements”).

4.

Description of the Additional Information or Material Fact

On March 29, 2022, Protelindo, Iforte and SUPR have signed the Facility Agreements with JPMorgan.


The Facility Agreements has a similar terms and conditions. The following are several important information in connection with the Facility Agreements:


  • The total amount of loan: each of the facility is $20.000.000.


  • The purpose: general corporate purposes of Protelindo.


  • Term: 6 (six) years from the signing date of the Facility Agreements.


  • Prevailing laws: Indonesian law.


The affiliated transaction mentioned in this Disclosure of Information is with regards to the corporate guarantee provided by Iforte and SUPR pursuant to the Facility Agreements, therefore Iforte and SUPR will guarantee Protelindo’s obligations in relation with the Facility Agreements.



5.

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.


  • SUPR a company which 99.99% of its shares are directly owned by Protelindo.

6.

Consideration and reason of conducting Affiliated Transactions 

The signing of the Facility Agreements as mentioned above in which Iforte and SUPR providing a corporate guarantee are categorized as an affiliated transaction pursuant to POJK 42.


The financing structure with the concept of providing a corporate guarantee by Iforte and SUPR will bring a preferable financing terms and conditions to Protelindo.


The Facility Agreements cannot be achieved if Iforte and SUPR is not an affiliated party. The facility is expected to support Protelindo’s business activities which on a consolidated basis will also have a positive impact on the Company.

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 Agreement.

8.

Other information

The signing of the Facility Agreements, 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. 17/2020”).


Furthermore, the Facility Agreements are categorized as an exempted affiliated transaction pursuant to the Article 6 paragraph (1) point e of POJK 42 and therefore the Company is only required to submit its report to OJK no later than 2 (two) working days after the signing of the Facility Agreements.


The Facility Agreements do not contain conflict of interest as referred under POJK 42.



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 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.