Signing of the Amendment Facility Agreement and Amendment of Foreign Exchange Transaction Agreement between PT Profesional Telekomunikasi Indonesia and PT Iforte Solusi Infotek with PT Bank CTBC Indonesia.

Tower · Tuesday, 26 November 2024 12:00

To comply with the OJK Regulation No. 31/POJK.04/2015 on Disclosure of Material Information or Facts by Issuers or Public Companies and the IDX Board of Directors Decree No. Kep-00015/BEI/01-2021, Amendment to Regulation No. I-E on Obligation to Submit Information, we, PT Sarana Menara Nusantara Tbk (the “Company”), hereby submit a Report on Material Information or Facts as follows:

Name of Issuer or Public Company

:

PT Sarana Menara Nusantara, Tbk.

Line of Business

:

-  Management Consultancy Activities

-  Holding Company Activities

-  Construction of Central Communication

Phone

:

0291-431691 / 021-23585500

email

:

corpsec@ptsmn.co.id

 

1.

Date of Occurrence

November 22, 2024

2.

Parties to the Transaction

1. PT Profesional Telekomunikasi Indonesia (“Protelindo”), a company whose 99.9997% shares are directly owned by the Company;

2.  PT Iforte Solusi Infotek (“Iforte”), a company whose 99.99% shares are directly owned by the Protelindo; dan/and

3. PT Bank CTBC Indonesia (“CTBC”) as a banking institution.

3.

Type of Material Information or Facts

On November 22, 2024, CTBC as the lender and Protelindo and Iforte as the borrower, have signed (i) Amendment of Facility Agreement (“CTBC Facility Agreement”) and (ii) Amendment of Foreign Exchange Transaction Agreement (“CTBC Foreign Exchange Transaction Agreement” and together with CTBC Facility Agreement shall be referred as “Transaction”) in connection with the extension of its final maturity date.

Protelindo and Iforte have agreed to be jointly and severally liable for the performance of all obligations under the CTBC Facility Agreement.

4.

Description of Material Information or Facts

The following are several important information in connection with the Transaction:

(a)  Extension of final maturity date to November 30, 2025;

(b)  According to the CTBC Facility Agreement, Protelindo and Iforte are jointly liable for their obligations under the CTBC Facility Agreement.

5.

The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Issuer or Public Company

The disclosed information or material facts do not have negative material impact to the operational, legal, financial condition or continuity of the Company's business.

6.

Other information

1. The CTBC Facility Agreement is an affiliated transaction as referred to (i) in Clause 6 section (1) letter b  point (2) of OJK Regulation No. 42 of 2022 (“OJK Rule 42”), i.e. a transaction between the subsidiaries whose at least 99% of their shares are owned by the Public Company, (ii) in Clause 6 section (1) letter (d) of OJK Rule 42, i.e., a  loan agreement from bank., and (iii) in Clause 6 section (1) letter (e) OJK Rule 42, i.e. a guarantee provided to bank in relation to the loan agreement granted to the Issuer or subsidiaries.

2. The Transaction is not a conflict of interest transaction of the Company as referred to OJK Rule 42 and is not a material transaction as referred to the OJK Regulation No. 17/POJK.04/2020 on Material Transactions and Change of Business Activities.

Thus we convey the above information and explanation.

PT Sarana Menara Nusantara Tbk