Signing of the Amendment to the Facility Agreement between Protelindo, Iforte, SUPR, KIN and BIT with JPMorgan Bank and Mizuho Bank

Tower · Tuesday, 18 April 2023 03:00

PT Profesional Telekomunikasi Indonesia (“Protelindo”), PT Iforte Solusi Infotek (“Iforte”), PT Solusi Tunas Pratama Tbk (“SUPR”), PT Komet Infra Nusantara (“KIN”) and PT BIT Teknologi Nusantara (“BIT”) as the borrowers with JPMorgan Chase Bank, N.A., Jakarta Branch (“JPMorgan”) as the lender executed Ninth Amendment Letter to the Uncommitted Banking Facility Offer Letter (“JPMorgan Agreement”) and execution of Amendment Agreement No. 298/AMD/MZH/0432 between Protelindo, Iforte, KIN and SUPR dated April 14, 2023 (“Mizuho Agreement” and together with JPMorgan Agreement shall be referred as “Transaction).

Report on Material Information or facts in relation to the above Transaction, as required under 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-00066/BEI/09-2022, Amendment to Regulation No. I-E on Obligation to Submit Information, is as follows:

Dear Sir,

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-00066/BEI/09-2022, 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

- Construction of Central Communication

Phone

:

0291-431691 / 021-23585500

email

:

corpsec@protelindo.net

 

1.

Date of Occurrence

April 14, 2023

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 Protelindo;

3. PT Komet Infra Nusantara (”KIN”), a company whose 99.99% shares are directly owned by Protelindo;

4. PT Solusi Tunas Pratama Tbk a company whose 99,96% shares are directly owned by Protelindo;

5. PT BIT Teknologi Nusantara (“BIT”) yang merupakan perusahaan yang 100% sahamnya dimiliki secara tidak langsung oleh Protelindo melalui Iforte dan KIN/ PT BIT Teknologi Nusantara (“BIT”), a company whose 100% shares are indirectly owned by the Protelindo by Iforte and KIN;

6. JPMorgan Chase Bank, N.A., Jakarta Branch (“JPMorgan”) yang merupakan lembaga perbankan/ JPMorgan Chase Bank N.A, Jakarta Branch (“JPMorgan”) as a banking institution; dan/and

7.  PT Bank Mizuho Indonesia (“Mizuho”) yang merupakan lembaga perbankan / PT Bank Mizuho Indonesia (“Mizuho”) as a banking institution.

3.

Type of Material Information or Facts

1. The execution of the Ninth Amendment Letter to the Uncommitted Banking Facility Offer Letter made between Protelindo, Iforte, KIN, SUPR and BIT with JPMorgan regarding the extention of its maturity date (JPMorgan Agreement). The JPMorgan Agreement is effective on April 14, 2023

Protelindo, Iforte, KIN, SUPR and BIT have agreed to be jointly and severally liable for the performance of all obligations under the JPMorgan Agreement.

2. Execution of Amendment Agreement No. 298/AMD/MZH/0432 berween Protelindo, Iforte, KIN and SUPR dated April 14, 2023 with Mizuho (“Mizuho Agreement”)

 To guarantee the performance of Protelindo, Iforte, KIN and SUPR under the Mizuho Agreement, Protelindo and SUPR respectively have signed the Corporate Guarantee Agreement (“Guarantee Agreement”).

 JPMorgan Agreement, Mizuho Agreement and Guarantee Agreement together will be referred as to "Transaction".

4.

Description of Material Information or Facts

The following are key terms and conditions under the JPMorgan Agreement:

1. CommitmentIDR700,000,000,000. – (Seven Hundred Billion Rupiah)

2.  Purpose of loan: to support working capital requirement and/or general corporate purposes of the Borrower.

3. Final Maturity Date: April 14, 2024; and

4. Governing Laws: Law of Indonesia.

 

The following are key terms and conditions under the Mizuho Agreement:

1. Commitment: IDR1,000,000,000,000. – (One Trilion Rupiah) with the following details:

(a) Maximum of IDR1,000,000,000,000 (One Trilion Rupiah) or its equivalent to United States Dollar (“USD) currency available for the Protelindo, Iforte and SUPR;

(b) Maximum of IDR50.000.000.000 (Fifty Billion Rupiah) or its equivalent to USD) currency available for KIN

2. Purpose of loan:  general corporate purposes and working capital

3. Final Maturity Date: December 10, 2023; and

4.  Governing Laws: Law of Indonesia.

 

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 performance of such Transaction does not have material impact to the operational, legal, financial condition or continuity of the Company's business.

6.

Other information

1. The execution of the Guarantee Agreement is an affiliated transaction as referred to:

(i)  Clause 6 section (1) letter b point (2) of OJK Regulation No. 42 of 2022 regarding the Affiliated Transaction and Conflict of Interest Transaction (“OJK Rule 42”), i.e. a transaction between the subsidiaries whose at least 99% of their shares are owned by the Public Company; and

(ii) Clause 6 section (1) letter (e) OJK Rule 42, i.e. a corporate guarantee provided to bank in relation to the loan agreement granted by the Issuer or its 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.

Best Regards, 

PT Sarana Menara Nusantara