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Signing of the Deed of the Credit Agreement by Protelindo and Iforte with PT Bank Mandiri (Persero), Tbk and guaranteed by STP.

Tower · Monday, 30 May 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

May 25, 2022.

2.

The Parties

  1. PT Profesional Telekomunikasi Indonesia (“Protelindo”);
  2. PT Iforte Solusi Infotek (“Iforte”);
  3. PT Solusi Tunas Pratama, Tbk (“STP”); and
  4. PT Bank Mandiri (Persero), Tbk. (“Mandiri”), which is a banking institution that has not any affiliated relations with the Company.
3. 

Type of Information or Material Facts

Signing of Deed of the Credit Agreement No. 06 dated May 25, 2022 drawn before Notary Mutiara Siswono Patiendra, S.H, Notary in South Jakarta (“Credit Agreement and Corporate Guarantee”) made between Protelindo and Iforte as Debtor, STP as Guarantor and Mandiri as Creditor.

4.

Description of the Additional Information or Material Fact

On May 25, 2022, Protelindo, Iforte and STP have signed the Credit Agreement and Corporate Guarantee with Mandiri.

The following are several important information in connection with the Credit Agreement and Corporate Guarantee:

  • The total amount of loan:  IDR3,000,000,000,000. (Rupiah Three Trillion), with the following details:
  1. Facility A amounting IDR2,500,000,000,000 (Two Trillion Five Hundred Billion Rupiah) which can be utilize only for Protelindo; and
  2. Facility B amounting IDR500,000,000,000 (Five Hundred Billion Rupiah) which can be utilized only for Iforte.
  •  The purpose: general corporate purposes of Protelindo and Iforte.
  • Term: 36 (thirty six) months from the date of the signing the Credit Agreement and Corporate Guarantee
  • Prevailing laws: Indonesian law.

The affiliated transaction mentioned in this Disclosure of Information is with regards to the corporate guarantee provided by STP pursuant to the Credit Agreement and Corporate Guarantee.

Under the Credit Agreement and Corporate Guarantee STP will guarantee Protelindo and Iforte’s obligations in relation with the Credit Agreement and Corporate Guarantee and is made in accordance and pursuant with the laws of Republic of Indonesia.

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.
  • STP a company which 99.96% of its share are directly owned by Protelindo.
6.

Consideration and reason of conducting Affiliated Transactions

The signing of the Credit Agreement and Corporate Guarantee as mentioned above is categorized as an affiliated transaction pursuant to POJK 42.

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

The corporate guarantee cannot be achieved if STP is not an affiliated party. The facility is expected to support Protelindo and Iforte’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 Credit Agreement and Corporate Guarantee.

8.

Other information

The signing of the Credit Agreement and Corporate Guarantee are categorized as:

  1. An exempted material transaction pursuant to the Articles 11 letter b and c of the Financial Services Authority Rule Number 17/POJK.04/2020 regarding Material Transaction and Change of Main Business Activities (“POJK No. 17/2020”), and
  2. An exempted affiliated transaction pursuant to the Article 6 paragraph (1) point b number (2) and (3) and Article 6 point d and e of POJK 42,

therefore, based on above, the Company is only required to submit its information disclosure and report to OJK no later than 2 (two) working days after the signing of the Credit Agreement and Corporate Guarantee.

The Credit Agreement and Corporate Guarantee 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.