NEWS & EVENTS

 

Protelindo subsidiary of PT Sarana Menara Nusantara Tbk (SMN/TOWR.JK) signed agreements to acquire shares of PT Komet Infra Nusantara (KIN)

Jakarta, March 23, 2018 | Source: Company

We refer to (i) the 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"); and (ii) the Stock Exchange Regulation No. I-E, Attachment of Decree of the Board of Directors of the Jakarta Stock Exchange No.: Kep-306/BEJ/07-2004 dated 19 July 2004 regarding The Obligation of Information Submission ("Rule I-E").

We, for and on behalf of PT Sarana Menara Nusantara Tbk., hereby, submits Report on Information or Material Fact, as described below:

Name of Issuer or Public Company : PT Sarana Menara Nusantara, Tbk (“Company”)
Scope of Business/td> : Providing services except services in the field of law and tax industry and invest in other companies.
Telephone : 021-2358 5500
Facsimile : 021-2358 6446
E-mail : investor.relations@ptsmn.co.id


1. Date of Occurrence 22 March 2018.
2. Type of Information or Material Facts Proposed acquisition of shares in PT Komet Infra Nusantara ("KIN") ("Proposed Acquisition").
3. Description of Material Information or Fact PT Profesional Telekomunikasi Indonesia ("Protelindo"), a subsidiary which is 99.9994% owned by the Company, in connection with the Proposed Acquisition, has entered into and executed the following documents:

  1. Agreement for the Sale and Purchase of Call Option Interests in KIN with PEPVII HKCO 1 LIMITED;
  2. Agreement for the Sale and Purchase of Shares in KIN with PT Telekom Infranusantara ("TI") and PT Menara Telekomunikasi Indonesia;
  3. Settlement and Release Agreement with FYPM Management Pte. Ltd. ("FYPM"), TI, and KIN for the termination of the call option agreement dated 3 July 2017 made between FYPM and TI, and the warrant agreement dated 3 July 2017 made between FYPM and KIN; and
  4. Settlement and Release Agreement with KIN and each of the warrant holders of KIN for the termination of the warrant agreements between KIN and each warrant holder.
Following the completion of the Proposed Acquisition, Protelindo will hold 100% shares in KIN.

Each of the Company and Protelindo is not an affiliate of each of the other parties under the above-mentioned documents.

Value of the transaction is approximately IDR1.4 trillion. This is less than 20% of the Company’s equity, or approximately IDR2.3 trillion, based on Company’s Financial Statements for period ended 30 June 2017 (limited review). Therefore, the transaction as contemplated therein does not constitute a material transaction referred to under the Rule No. IX.E.2 regarding Material Transaction and Changes in the Core Business, Attachment of Head of Bapepam-LK Decree No. KEP-614/BL/2011 dated 28 November 2011.

The completion of the Proposed Acquisition remains subject to the fulfillment or obtainment of certain conditions precedent which among others, include obtaining approval from the Investment Coordinating Board (Badan Koordinasi Penanaman Modal) and the necessary corporate approval.
4. The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Company The Proposed Acquisition is not expected to have any material impact to the operational activities, legal or financial conditions or the business continuity of the Company and Protelindo.
5. Other information PT Komet Infra Nusantara (KIN) is an established telecommunications infrastructure provider in Indonesia. KIN currently owns approximately 1,400 towers and more than 2,000 tenancies. Protelindo views KIN’s tower portfolio as highly complementary to its existing portfolio. Upon completion of the Proposed Acquisition, Protelindo will integrate KIN’s portfolio within its own in a swift and efficient way to minimize operational disruption to their customers, while further enhancing Protelindo’s suite of offerings to them.

We hereby conclude the report on information or material facts. Thank you for your attention and cooperation.

Best regards,
PT Sarana Menara Nusantara Tbk.