Signing of Fifth Amendment Letter to the Uncommitted Banking Facilities between Protelindo, Iforte, KIN and JPMorgan Chase Bank, N.A., Jakarta Branch

Tower · Wednesday, 24 February 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:

 

Name of the Issuer

or Public Company

:

PT Sarana Menara Nusantara, Tbk. (the “Company”)

Scope of Business

:

Providing services (except services in the field of law and tax) and investment in other companies.

Telephone

:

021-2358 5500

Facsimile

:

021-2358 6446

Electronic mail

:

investor.relations@ptsmn.co.id

 

1.

Effective Date of Occurrence

February 22, 2021.

 

2.

Type of Information or Material Facts

Signing of Fifth Amendment Letter to the Uncommitted Banking Facilities Offer Letter 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;

3.    PT Komet Infra Nusantara (“KIN”) which is a subsidiary company which 99.9999% of its shares are owned by Protelindo; and

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

3.

Description of the Additional Information or Material Fact

On February 22, 2021, Protelindo, Iforte and KIN signed the Fifth Amendment Letter to the Uncommitted Banking Facilities Offer Letter with JPMorgan (“the Fifth Amendment Letter”).

 

The Fifth Amendment Letter was an amendment to the Uncommitted Banking Facilities Offer Letter dated April 20, 2018 between Protelindo and JPMorgan, which was amended by First Amendment Letter dated October 8, 2018, Second Amendment Letter dated April 23, 2019, Third Amendment Letter dated January 27, 2020 and Fourth Amendment Letter dated March 17, 2020 (“hereinafter all amendments shall collectively be referred to as the “Original Offer Letter”).

 

The information mentioned in this Disclosure of Information is made in accordance with the Fifth Amendment Letter which is an inseparable and integral part of the transaction in the Original Offer Letter.

 

Regarding the Original Offer Letter, the Company submitted Disclosure of Information to OJK, respectively, on April 24, 2018, October 15, 2018, April 24, 2019, January 29, 2020 and March 19, 2020.

 

The following are several important information in connection with the Fifth Amendment Letter:

 

·         The total amount of facilities provided for Protelindo, Iforte and KIN shall not exceed IDR700,000,000,000,- (seven hundred billion Rupiah) with the following details:

-        Revolving credit facility and overdraft facility in total shall not exceed IDR700,000,000,000,- (seven hundred billion Rupiah) and bank guarantee in total shall not exceed IDR500,000,000,000,- (five hundred billion Rupiah) available to Protelindo;

-        Revolving credit facility and overdraft facility in total shall not exceed IDR500,000,000,000,- (five hundred billion Rupiah) available to Iforte; and

-        Revolving credit facility and overdraft facility in total shall not exceed IDR50,000,000,000,- (fifty hundred billion Rupiah) available to KIN.

(the above facilities will hereinafter be referred to as the “Facilities”).

·         The amount of loan Facilities for Iforte which previously amounted up to IDR200,000,000,000 (two hundred billion Rupiah) will be increased up to IDR500,000,000,000 (five hundred billion Rupiah);

·         The purposes of this Facilities is to support the working capital needs and/or general objectives of Protelindo, Iforte and KIN;

·         This is the joint and several liability Facilities made between Protelindo, Iforte and KIN.

·         The term of the Facilities is until February 22, 2022.

 

·         This Fifth Amendment Letter is governed by 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.

 

-         KIN is a company which 99.99% of its shares are directly owned by Protelindo.

 

5.

Consideration and reason of conducting Affiliated Transactions

The joint and several liability concepts were used in the transaction under the consideration that Protelindo which is a shareholder of Iforte and KIN can be jointly and severally responsible for the obligations of Iforte and KIN in its capacity as subsidiaries and as borrowers, therefore the loan facility can also be used by Iforte and KIN. This transaction will not be conducted if Protelindo, Iforte and KIN are not affiliated parties. The loan facility using this concept is expected to support Iforte’s, KIN’s and Protelindo’s business activities which on a consolidated basis will also have a positive impact on the Company.

 

6.

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 Fifth Amendment Letter by Protelindo, Iforte and KIN.

7.

Other information

The signing of the Fifth Amendment Letter is not a 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”).

The  Fifth Amendment Letter does 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.