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Signing of the Thirteenth Amendment to the Facility Agreement by Protelindo, Iforte, KIN, SUPR, BIT, QTR, dan GIK dengan PT Bank Central Asia Tbk

Tower · Friday, 11 November 2022 05:00

On November 9, 2022, PTI, Iforte, KIN, SUPR, BIT, QTR dan GIK as debtor and PT Bank Central Asia Tbk as creditor, executed a Thirteenth Amendment to the Facility Agreement (“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-00015/BEI/01-2021, 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-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

- Construction of Central Communication

Phone : 0291-431691 / 021-23585500
email : corpsec@protelindo.net

 

1. Date of Occurrence November 9, 2022
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;

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

4. PT Solusi Tunas Pratama Tbk (“SUPR”), a company whose 99.96% shares are directly owned by the Protelindo;

5. PT BIT Teknologi Nusantara (“BIT”), a company whose 100% shares are indirectly owned by the Protelindo by Iforte and KIN; 

6. PT Quattro International (“QTR”), a company whose 99.99% shares are directly owned by the Iforte; 

7. PT Global Indonesia Komunikatama (“GIK”), a company whose 99,99% shares are directly owned by the SUPR; and

8. PT Bank Central Asia Tbk (“BCA”) a banking institution. BCA and the Company are companies that are both controlled by the family of Robert Budi Hartono and Michael Bambang Hartono.

3. Type of Material Information or Facts

The execution of the Thirteenth Amendment to The Facility Agreement Number: 406/Add-KCK/2022 dated November 9, 2022 (“Facility Agreement”) between BCA as the creditor and Protelindo, Iforte, KIN, SUPR, BIT, QTR and GIK (all of which are consolidated subsidiaries which are wholly owned (directly and indirectly) by the Company) as debtors.

Based on the Facility Agreement: (a) the parties have agreed to provide additional facility in the amount of IDR1.000.000.000.000 for Protelindo, Iforte, KIN, SUPR, BIT, QTR and GIK, and (b) Protelindo, Iforte, KIN, SUPR, BIT, QTR and GIK have agreed to be jointly and severally liable for the performance of all obligations under the Facility Agreement.

4. Description of Material Information or Facts

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

1. Commitment: 1.000,000,000,000 (One Trilion Indonesian Rupiah);

2. Purpose of loan: General corporate purposes, loan refinancing, capital expenditure, and operating expense.

3. Final Maturity Date: 72 (seventy-two) months after the availability period of the credit facility; and

4. Governing Laws: Laws of Republic 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 disclosed information or material facts do not have material impact to the operational, legal, financial condition or continuity of the Company's business.
6. Other information

1. Transaction  is an affiliated transaction as referred to (i) 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) i.e., a loan transactions received directly from banks, venture capital companies, finance companies, or infrastructure finance companies both from within the country and abroad.

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

Best regards,

PT Sarana Menara Nusantara, Tbk.