Signing of the Tenth Amendment Letter to the Uncommitted Banking Facility Offer Letter and Signing of the Facility Agreement No. JAK/212414/C/240304 between Protelindo, Iforte, KIN, SUPR and BIT with JPMorgan Chase Bank., N.A., Jakarta Branch and PT Bank HSBC Indonesia.
Tower · Wednesday, 3 April 2024 09:00
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-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:
Nama Emiten atau Perusahaan Publik / Name of Issuer or Public Company |
: |
PT Sarana Menara Nusantara Tbk. |
Bidang Usaha / Line of Business |
: |
- Aktivitas Konsultasi Manajemen Lainnya / Management Consultancy Activities - Aktivitas Perusahaan Holding / Holding Company Activities - Konstruksi Sentral Telekomunikasi / Construction of Central Communication |
Telepon / Phone |
: |
0291-431691 / 021-23585500 |
Alamat Surat Elektronik / email |
: |
corpsec@ptsmn.co.id |
1. |
Date of Occurrence |
April 1, 2024 |
2. |
Parties to the Transaction |
1. PT Profesional Telekomunikasi Indonesia (“Protelindo”), a company whose 99.9997% of the shares are directly owned by the Company; 2. PT Iforte Solusi Infotek (“Iforte”), a company whose 99.99% of the shares are directly owned by Protelindo; 3. PT Solusi Tunas Pratama Tbk a company whose 99,96% of the shares are directly owned by Protelindo; 4. PT Komet Infra Nusantara (”KIN”), a company whose 99.99% of the shares are directly owned by Protelindo; 5. PT BIT Teknologi Nusantara (“BIT”), a company whose 100% of the shares are indirectly owned by Protelindo thorugh Iforte and KIN; 6. PT Bank HSBC Indonesia (“HSBC”) as a banking institution; dan/and 7.JPMorgan Chase Bank N.A, Jakarta Branch (“JPMorgan”) as a banking institution.
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3. |
Type of Material Information or Facts |
1. The execution of the Tenth Amendment Letter to the Uncommitted Banking Facility Offer Letter, made between Protelindo, Iforte, KIN, SUPR and BIT with JPMorgan for an extension of its final maturity date (“JPMorgan Agreement”). The JPMorgan Agreement is effective on April 1, 2024. 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 Facility Agreement between Protelindo and HSBC (“HSBC Agreement”). |
4. |
Description of Material Information or Facts |
1. Based on JPMorgan Agreement, the parties have agreed to extend the final maturity date up to April 14, 2025. 2. The following are key terms and conditions under the HSBC Agreement: · Commitment: Rp1.600.000.000.000 · Purpose of loan: to refinance the existing HSBC loan facility. · Final Maturity Date: 54 months after the execution date of the HSBC Agreement; dan / and · 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 JPMorgan Agreement and HSBC Agreement 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 JPMorgan 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 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; (ii) in Clause 6 section (1) letter (d) i.e., a loan transaction received directly from banks; dan/and (iii) Clause 6 section (1) letter (e) OJK Rule 42, i.e. a corporate guarantee provided to bank in relation to the loan agreement granted to the Issuer or its subsidiaries. 2. HSBC Agreement is not an affiliated transaction as referred to OJK Rule 42. 3. The JPMorgan Agreement and HSBC Agreement are not a conflict of interest transaction of the Company as referred to OJK Rule 42 and are 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