We refer to (i) Financial Services Authority Rule Number 31/POJK.04/2015 dated December 16, 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”); (iii) Decision of Chairman of Bapepam-LK Number Kep-00015/BEI/01-2021, dated January 29, 2021 concerning Amendment of Regulation Number I-E regarding The Obligation of Information Submission (“Rule I-E”); (iv) Letter of PT Sarana Menara Nusantara, Tbk. No. 107/CS-OJK/SMN/XII/16 dated December 23, 2016 regarding Disclosure of Information to the Shareholders in Compliance with Regulation IX.E.1 (“Company Letter December 2016”) and which is last issued with Letter of the Company No. 128/CS-OJK/SMN/XII/21 dated December 27, 2021 regarding Disclosure Report on Material Transaction or Facts of Affiliated Transactions (“Company Letter December 2021”).
We, for and on behalf of PT Sarana Menara Nusantara, Tbk. (the “Company”), hereby submit Report on Information in relation with the signing of the Eleventh Amendment Agreement dated March 4, 2022 (the “Eleventh Amendment Agreement”) by and between PT Bank Central Asia, Tbk. (“BCA”) and PT Profesional Telekomunikasi Indonesia (“Protelindo”), PT Iforte Solusi Infotek (“Iforte”), PT Komet Infra Nusantara (“KIN”), PT Solusi Tunas Pratama, Tbk. (“SUPR”), PT BIT Teknologi Nusantara (“BIT”) and PT Quattro International (“QTR”).
The Eleventh Amendment Agreement is an amendment of facility credit pursuant to the IDR500,000,000,000 Revolving Loan Facility Agreement dated December 21, 2016 as amended several times and lastly amendment by the Statement Letter dated December 23, 2021 (“Facility Agreement”).
We hereby submit report of Affiliated Transactions (as defined below) as referred to in accordance with the provisions of Article 6 paragraph 1 letter d and e in POJK 42 as described below:
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Name of the Issuer
or Public Company
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:
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PT Sarana Menara Nusantara, Tbk. (the “Company”)
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Scope of Business
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:
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Activities of holding companies, telecommunication central construction and other management consultation.
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Telephone
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:
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021 - 2358 5500
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Facsimile
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:
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021 - 2358 6446
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Electronic mail
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:
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investor.relations@ptsmn.co.id
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1.
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Date of Occurrence
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March 4, 2022.
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2.
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The parties in the Affiliated Transaction and affiliated relations with the Company
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Protelindo a company which 99.9997% of its shares are directly owned by the Company;
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Iforte a company which 99.99% of its shares are directly owned by Protelindo;
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KIN a company which 99.99% of its shares are directly owned by Protelindo;
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SUPR a company which 94.03% of its shares are directly owned by Protelindo;
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BIT a company which 99.99% of its shares are directly owned by SUPR;
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QTR a company which 99.99% of its shares are directly owned by Iforte; and
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BCA a banking institution.
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3.
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Affiliated Transactions
(objects and value of transactions)
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Whereas, in connection with the Eleventh Amendment Agreement, parties have agreed to restate all the provisions on the Statement Letter dated February 14, 2022 and add an additional borrower under time loan revolving facility and money market facility (Facility G) in the amount of IDR1.000.000.000.000.
Facility G is consist of 2 type of facilities i.e:
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Time loan facility up to IDR1.000.000.000.000 which can be used for Protelindo, Iforte, KIN, SUPR, BIT and QTR.
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Money market line facility up to IDR500.000.000.000 which can be used for Protelindo, Iforte, KIN, SUPR, and BIT,
which the total of the facility shall not exceed IDR1.000.000.000.000.
As for Facility G, Protelindo, Iforte, KIN, SUPR, BIT and QTR are jointly and several liability to their obligations thereof. The term period for Facility G is vaild up to 16 September 2022.
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4.
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The nature of the affiliated relationship between the Parties
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The Eleventh Amendment Agreement is an affiliated transaction as referred to in POJK 42 considering all the parties is directly owned and controlled by the families of Robert Budi Hartono and Michael Bambang Hartono.
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5.
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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 Eleventh Amendment Agreement by Protelindo, Iforte, KIN, SUPR, BIT and QTR.
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6.
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Other information
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As previously disclosed, the signing of the Eleventh Amendment Agreement is a continuous affiliated transaction from the Facility Agreement which previously disclosed by the Company disclosure of information in accordance with the prevailing rule of OJK (previously Bapepam/LK).
The Eleventh Amendment Agreement is categorized as an exempted affiliated transaction pursuant to Article 5 paragraph (e), Article 6 paragraph (1) letter b point 3 and Article 6 letter d and e of POJK 42, and therefore the Company only be required to report to OJK within 2 (two) working days as of the signing of the Eleventh Amendment Agreement.
The Eleventh Amendment Agreement is not a material transaction as referred to the Financial Services Authority Rule No. 17/POJK.04/2020 regarding Material Transactions and Change of Main Business Activities (“Rule No. 17”) and does not contain conflict of interest as referred to the POJK 42.
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We hereby conclude the report on information or material facts to occupy provisions of Article 6 paragraph (1) letters d and e POJK 42 as well as compliance with POJK 31.
Thank you for your attention and cooperation.
Best regards,
PT Sarana Menara Nusantara, Tbk.
