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20230908_SWID_Transaksi Material Tanpa Persetujuan RUPS_31408947_lamp2.pdf
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DISCLOSURE
Name of the Company : PT Saraswanti Indoland Development Tbk
Sector : Property & Real Estate
Telephone : (0274) 883866
Facsimile :-
E-mail : corsec.swid@saraswanti.com
1. Date of Material September 6th, 2023
Transaction
2. Type of Material 1. According to Financial Services Authority Regulations
Information of Facts (“FSAR”) Number 17/POJK.04/2020 concerning Material
Transactions and Changes in Business Activities in the
Explanation to Article 2, the type of material transaction is
borrow and borrowing funds including transfers and
providing company guarantees.
2. According to FSAR Number 31/POJK.04/2015
concerning Disclosure of Material Information or Facts by
Issuers or Public Companies in Article 6, this type of
material transaction is an occurence that will cause an
increase in financial obligations or a material decrease the
income of the Issuer or Public Company .
3. Explanation, The Company needs to carry out investment activities by
Considerations, and supporting one of Company's strategies to increase the
Reasons for Doing profitability. With lending and borrowing transactions, it
Material Transactions causes an increase in financial obligations but is able to
and the Effects of These maintain more better cash flow conditions in the future.
Transactions
On the Financial
Condition of Public
Companies
4. Parties to the 1. PT Saraswanti Indoland Development Tbk (SWID) as a
Transaction debtor.
2. PT Bank Mandiri (Persero) Tbk which is a banking
institution as a creditor.
5. Material Transaction Rp105.000.000.000,- (One Hundred and Five Billion Rupiah)
Value consisting of Tranche A and Trance B
Tranche A : Rp35.000.000.000,-
Tranche B : Rp70.000.000.000,-
6. Interest 7,75% p.a.
7. Period Tranche A: 63 (sixty three) months starting from the date of
Signing of the Credit Agreement including an availability
period of 1 (one) month
Tranche B: 66 (sixty six) months starting from the date of
Signing of the Credit Agreement including an availability
period of 12 (twelve) months
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8. Guarantee a. Fixed Asset :
1) Building Rights on Land No. 1005, 1007, 1008 and
1176 a.n PT. Saraswanti Indoland Development Tbk
with a total area of 7,183 m2, and Land and Ballroom
Building with proof of ownership in the form of SHGB
No. 1021 (subsequently splitting will be carried out
and will turn into a new Building Rights and returned
to Bank Mandiri with a minimum area of ± 6,738 m2)
a.n PT Saraswanti Indoland Development Tbk which
will be bound by Mortgage of Rp121.648 million (all
fixed asset collateral will be tied to HT I totaling
Rp236.113 million).
2) Strata Title Building (standing on land Building Rights
No.1175) on:
a) 45 hotel rooms with proof of ownership in
the form of 59 Right of Ownership over
Stacked Units a.n PT Saraswanti Indoland
Development Tbk
b) Office in Basement 2 with proof of
ownership in the form of Right of Ownership
over Stacked Units No. 001 a.n PT
Saraswanti Indoland Development Tbk
c) Office in Basement 1 with proof of
ownership in the form of Right of Ownership
over Stacked Units No. 002 a.n PT
Saraswanti Indoland Development Tbk
d) City Walk with proof of ownership in the
form of Right of Ownership over Stacked
Units No. 003 a.n PT Saraswanti Indoland
Development Tbk
e) Lobby with proof of ownership in the form
of Right of Ownership over Stacked Units
No. 004 a.n PT Saraswanti Indoland
Development Tbk
f) 1st Floor North Side with proof of ownership
in the form of Right of Ownership over
Stacked Units No. 005 a.n PT Saraswanti
Indoland Development Tbk
g) 1st Floor Swimming Pool Side with proof of
ownership in the form of Right of Ownership
over Stacked Units No. 006 a.n PT
Saraswanti Indoland Development Tbk
h) 1st Floor South Side with proof of ownership
in the form of Right of Ownership over
Stacked Units No. 007 a.n PT Saraswanti
Indoland Development Tbk
i) Rooftop Tower Apartment with proof of
ownership in the form of Right of Ownership
over Stacked Units No. 580 a.n PT
Saraswanti Indoland Development Tbk
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all of which will be bound by Mortgage of
Rp114,465.00 million (all fixed asset collateral will be
bound by HT I for a total of Rp236.113 million)
3) Machinery and equipment will be tied to Fiducia with
a binding value of Rp10.000 million.
b. Other Collateral:
1) Notarized Personal Guarantee. Noegroho Hari Hardono
(Owner of Saraswanti Group).
2) Notarial Corporate Guarantee and Cash Deficit
Guarantee. PT Dupan Anugerah Lestari.
All insurable collateral must be insured through a Bank
Mandiri partner insurer with Bank Mandiri's Banker's
Clause.
9. Lending and 1. Return a copy of the Credit Offer Letter (SPPK) signed on
Borrowing Terms a stamp duty in accordance with the applicable provisions
by the authorized company management in accordance
with the Company's Articles of Association and applicable
provisions and laws.
2. Has provided funds that will be used to pay administration
fees, fees, servicing fees, facility fees, notary fees (if any),
insurance, etc.
3. The existing credit facility has been repaid at Bank
Mandiri as evidenced by the submission of similar
letters/documents stating that the total outstanding
value/liability of the credit facility/loan of PT Saraswanti
Indoland Development Tbk at Bank Mandiri has been paid
off.
4. Submit a Letter of Approval to the company's Board of
Commissioners in accordance with the provisions of the
company's Articles of Association which approves the
actions of the Board of Directors on the following matters:
a. Open a relationship/submit a credit application to PT
Bank Mandiri (Persero) Tbk and agree to the General
Conditions of the PT Bank Mandiri (Persero) Tbk
Credit Agreement.
b. Sign the credit agreement along with addendums and
assessors at PT Bank Mandiri (Persero) Tbk, both in
terms of credit extensions, changes to credit limits,
changes to terms and/or credit conditions that will exist
in the future until the credit facility is declared paid off.
c. Borrowing money on behalf of the company from PT
Bank Mandiri (Persero) Tbk.
d. Carry out legal actions to transfer, release rights or
make debt collateral for all or part of the company's
assets or agree to guarantee the company's assets to PT
Bank Mandiri (Persero) Tbk.
5. Has submitted a statement signed by the authorized
management based on the Articles of Association of PT.
Saraswanti Indoland Development Tbk that the act of
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pledging company assets to PT Bank Mandiri (Persero)
Tbk does not require GMS approval.
6. Has submitted a statement letter with sufficient stamp duty
signed by the authorized management in accordance with
the Articles of Association of PT. Saraswanti Indoland
Development Tbk stated that:
a. Deed No. 3rd date. 21 June 2023 by Notary Lucky
Suryo Wicaksono. S.H, M.KN, M.H is the last
amendment deed.
b. Willing to carry out a credit collateral assessment
carried out by a partner appraisal company PT Bank
Mandiri (Persero) Tbk or an independent surveyor
every 2 years.
c. Willing to not pledge all collateral to other parties and
declare that the collateral is not in dispute.
d. Willing to extend the closing of maturing collateral
insurance closed by Bank Mandiri partner insurers.
e. Release PT. Bank Mandiri (Persero), Tbk. from all
lawsuits if PT. Bank Mandiri (Persero), Tbk. must sell
and/or auction all collateral submitted to settle the
obligations of PT. Saraswanti Indoland Development
Tbk and this statement cannot be canceled until the
credit is declared paid off by PT. Bank Mandiri
(Persero), Tbk.
f. Willing to pay off all of the debit balance in
accordance with what is determined by the Bank in the
event of a legal issue that could disrupt the company's
operations.
g. If in the future the implementation of binding credit
collateral or other actions in the context of
implementing credit guarantees encounters obstacles,
then PT. Saraswanti Indoland Development Tbk is
willing to replace the said collateral items with other
collateral items that have a minimum value of the same
and can be bound in accordance with applicable laws
and regulations or the credit facility is repaid.
h. Responsible for the correctness of all data submitted
to PT. Bank Mandiri (Persero) Tbk.
i. Willing to channel most of the business transactions at
PT. Bank Mandiri (Persero) Tbk.
j. Willing to place a sinking fund/reserve fund for a
minimum of 1x installments of principal and interest
no later than the beginning of the month in a Current
Account or Mandiri Business Savings account or
willing to maintain an average fund of Rp1.500
Million. If the sinking fund/reserve funds are used, PT.
Saraswanti Indoland Development Tbk is willing to
place them back no later than the beginning of the
following month
k. Willing to submit a copy of the contract term extension
document with PT Archipelago International
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Indonesia max. 3 months before the end of the contract
period. If PT Archipelago International Indonesia
terminates the contract unilaterally, PT Saraswanti
Indoland Development Tbk is obliged to submit a
cooperation contract with the new operator and if PT
Saraswanti Indoland Development Tbk is unable to
submit a cooperation contract with the new operator, a
review of the investment credit facility at PT will be
carried out. Bank Mandiri (Persero) Tbk.
l. If there is excess cash flow, PT. Saraswanti Indoland
Development Tbk is willing to reduce the outstanding
starting from the most recent installment. Reviews of
cash flow realization are carried out periodically
during reviews of long-term facilities.
m. Willing to use the products and services of PT. Bank
Mandiri (Persero) Tbk.
n. Willing to submit a copy of company legality and
business legality that is still valid.
10. Things that are As long as the credit has not been paid off, without prior
Prohibited by Debtors written approval from PT. Bank Mandiri (Persero) Tbk
debtors are not permitted to:
a. Making changes to the Company's Articles of
Association, including Shareholders, Company
Management, capital and share value, is permitted as
long as it does not change the Ultimate Beneficial
Owner (UBO). Y.N. Hari Hardono / Family, with
written notification (except regarding changes in
share value) to PT. Bank Mandiri (Persero) Tbk no
later than 30 days after the decision of the General
Meeting of Shareholders (GMS) regarding changes
to the articles of association and submit a copy of the
amendments to the Articles of Association and a copy
of proof of receipt of
notification/ratification/approval from the Ministry
of Law and Human Rights no later than 2 (two)
months from the date of the GMS.
b. Changing Hotel Operator
c. Obtain credit facilities from other banks
d. Bind yourself as a debt guarantor or guarantee the
company's assets to other parties
e. Transfer collateral except inventory/receivables.
f. Collecting dividends is permitted with written
notification to PT Bank Mandiri (Persero) Tbk no
later than 30 days after the decision of the General
Meeting of Shareholders regarding dividend
distribution as long as before and after dividend
distribution the required financial agreements are
fulfilled.
11. Other Information In connection with the fulfillment of FSAR Number
17/POJK.04/2020, hereby:
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a. The Board of Directors states that this lending and
borrowing transaction is not an affiliated transaction as
referred to in FSAR Number 42/POJK.04/2020
concerning Affiliated Transactions and Transactions with
Conflicts of Interest.
b. The Board of Directors and Board of Commissioners state
that this loan transaction does not contain a conflict of
interest as referred to in FSAR Number 42/POJK.04/2020
concerning Affiliated Transactions and Transactions with
Conflicts of Interest.
c. The Board of Directors and Board of Commissioners state
that all material information has been disclosed in this
information disclosure and the information is not
misleading.
PT Saraswanti Indoland Development Tbk
Jl. Palagan Tentara Pelajar KM. 7, Sleman, Yogyakarta
Tel. (0274) 883866
Main Business Activites:
Star Hotel, Owned, Leased or for Sale Real Estate Developer, and Rental of Venues for
Organizing MICE Activities and Special Events
E-mail : corsec.swid@saraswanti.com
Website : saraswantiproperty.com
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