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20240712_SWID_Transaksi Material Tanpa Persetujuan RUPS_31683296_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 July 10th, 2024
Transaction
2. Type of Material 1. According to Financial Services Authority Regulations (“FSAR”)
Information of Facts Number 17/FSAR.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/FSAR.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's need to carry out investment activities to support one
Considerations, and of the Company's strategies to increase profitability. The lending and
Reasons for Doing borrowing transaction will enable the Company to make investments
Material Transactions that are maintained, sustainable and increasing in the future.
and the Effects of These
Transactions
On the Financial
Condition of Public
Companies
4. Parties to the 1. PT Saraswanti Indoland Development Tbk (SWID) as a debtor.
Transaction 2. PT Bank Mandiri (Persero) Tbk which is a banking institution as a
creditor.
5. Material Transaction Rp175.000.000.000,- (One Hundred and Seventy Five Billion
Value Rupiah) consisting of Tranche A and Trance B
Tranche A : Rp79.000.000.000,-
Tranche B : Rp96.000.000.000,-
6. Interest 7,75% p.a.
7. Period Tranche A : 72 (seventy two) months starting from signing date of the
Credit Agreement includes an availability period of 1 (one) month.
Tranche B : 72 (seventy two) months starting from signing date of the
Credit Agreement including an availability period of 12 (twelve)
months.
8. Guarantee a. Fixed Asset :
1) Land Building Use Rights Certificate No. 1005, 1007, 1008
and 1176 a.n PT Saraswanti Indoland Development Tbk with a
total area of 7,183 m², Land and Ballroom Building with proof
of ownership in the form of SHGB No. 1717 with a total area
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of 6,978 m² a.n PT Saraswanti Indoland Development Tbk
which will be tied to Mortgage Rights amounting to IDR
121,648 million (all fixed asset collateral will be tied to HT I
totaling IDR 236,113 million).
2) Strata Title Building (standing on land SHGB No.1175) on:
a) 45 hotel rooms with proof of ownership in the form of 59
Flat Ownership Certificates (SHMRS) a.n PT Saraswanti
Indoland Development Tbk
b) Office in Basement 2 with proof of ownership in the form
of SHMRS No. 001 a.n PT Saraswanti Indoland
Development Tbk
c) Office in Basement 1 with proof of ownership in the form
of SHMRS No. 002 a.n PT Saraswanti Indoland
Development Tbk
d) City Walk with proof of ownership in the form of SHMRS
No. 003 a.n PT Saraswanti Indoland Development Tbk
e) Lobby with proof of ownership in the form of SHMRS No.
004 a.n PT Saraswanti Indoland Development Tbk
f) 1st Floor North Side with proof of ownership in the form
of SHMRS No. 005 a.n PT Saraswanti Indoland
Development Tbk
g) 1st Floor Swimming Pool Side with proof of ownership in
the form of SHMRS No. 006 a.n PT Saraswanti Indoland
Development Tbk
h) 1st Floor, South Side with proof of ownership in the form
of SHMRS No. 007 a.n PT Saraswanti Indoland
Development Tbk
i) Rooftop Tower Apartment with proof of ownership in the
form of SHMRS No. 580 a.n PT Saraswanti Indoland
Development Tbk
all of which will be tied to Mortgage Rights amounting to IDR
114,465 million (all fixed asset collateral will be tied to HT I
totaling IDR 236,113 million).
3) Machinery and equipment will be tied to Fiduciary with a
binding value of IDR 10,000 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 the copy of the Credit Offer Letter signed on a stamp
Borrowing Terms 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. Have provided funds that will be used to pay administrative
costs, provisions, servicing fees, facility fees, notary fees (if
any), insurance, etc.
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3. Has paid off the existing credit facility at PT Bank Mandiri
(Persero) Tbk as evidenced by the submission of a
letter/similar document stating the total outstanding
value/liability of the credit/loan facility at PT Saraswanti
Indoland Development Tbk at PT Bank Mandiri (Persero)
Tbk 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 PT Bank Mandiri (Persero) Tbk Credit
Agreement.
b) Sign the credit agreement along with the addendum and
assessors at PT Bank Mandiri (Persero) Tbk, both in
terms of credit extensions, changes to credit limits,
changes to terms and/or credit terms 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 letter signed by the authorized
management based on the Articles of Association of PT
Saraswanti Indoland Development Tbk that the action of
pledging company assets to PT Bank Mandiri (Persero) Tbk
does not require approval from the General Meeting of
Shareholders (GMS).
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 stating that:
a) Deed No. 15 dated 23 February 2024 by Notary Rini
Yulianti, SH is the latest deed of amendment.
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 not to pledge all collateral to other parties and
declare that the collateral is not in dispute.
d) Willing to extend the coverage of collateral insurance
which is due to be closed by partner insurance company
PT Bank Mandiri (Persero) Tbk in accordance with the
provisions regarding collateral insurance.
e) Exempt PT Bank Mandiri (Persero) Tbk from all legal
claims if there is a condition where PT Bank Mandiri
(Persero) Tbk must sell and/or auction all collateral
submitted to settle PT Bank's obligations. Saraswanti
Indoland Development Tbk and this statement cannot be
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canceled until the credit is declared paid in full by PT
Bank Mandiri (Persero) Tbk.
f) Willing to pay off the entire debit balance as determined
by the Bank if legal problems arise that could disrupt
company operations.
g) If in the future there are obstacles in the implementation
of binding credit collateral or other actions in the context
of implementing credit guarantees, then PT Saraswanti
Indoland Development Tbk is willing to replace the
collateral items with other collateral items of at least the
same value and can be tied in accordance with the
applicable provisions and laws or credit facility repaid.
h) Responsible for the correctness of all data submitted to
PT Bank Mandiri (Persero) Tbk.
i) Willing to channel most business transactions at PT Bank
Mandiri (Persero) Tbk.
j) Willing to submit an appraisal report carried out by an
Independent Consultant partner of PT Bank Mandiri
(Persero) Tbk and in accordance with applicable
provisions at PT Bank Mandiri (Persero) Tbk for all
collateral in the form of fixed assets by a partner
appraisal company PT Bank Mandiri (Persero) Tbk
submitted no later than 3 (three) months from the signing
of the credit agreement. If based on the results of the
latest appraisal assessment, it shows a decrease in market
value which has an impact on a decrease in the Security
Coverage Ratio of the collateral value, then PT.
Saraswanti Indoland Development Tbk is willing to
provide additional Fixed Asset collateral so that the
Security Coverage Ratio of the total collateral
commitment to the total credit limit is at least 141%.
k) Place a sinking fund/reserve fund of at least 1x
installment of principal and interest no later than the
beginning of the month in a Mandiri Business Current or
Savings account or be willing to maintain an average
fund to cover installments of principal and interest of at
least IDR 2,500 million. If the sinking funds/reserve
funds are used, PT Saraswanti Indoland Development
Tbk is willing to put them back no later than the
beginning of the following month.
l) Willing to submit copy of the contract term extension
document with PT Archipelago International Indonesia a
maximum of 3 months before the contract term ends. If
PT Archipelago International Indonesia terminates the
contract unilaterally, then PT Saraswanti Indoland
Development Tbk is obliged to hand over the cooperation
contract with the new operator and if PT Saraswanti
Indoland Development Tbk cannot hand over the
cooperation contract with the new operator then a review
of the Investment Credit facility at PT will be carried out.
Bank Mandiri (Persero) Tbk.
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m) Willing to submit a copy of the Tower Bima Hotel
operator contract document a maximum of 6 months
before the Tower Bima Hotel runs. If the appointed Hotel
operator terminates the contract unilaterally, then PT
Saraswanti Indoland Development Tbk is obliged to
hand over the cooperation contract with the new operator
and if PT Saraswanti Indoland Development Tbk cannot
hand over the cooperation contract with the new operator
then a review of the Investment Credit facility at PT will
be carried out. Bank Mandiri (Persero) Tbk.
n) If there is excess cash flow then PT. Saraswanti Indoland
Development Tbk is willing to reduce the outstanding
starting from the last installment. Reviews of cash flow
realization are carried out periodically during long-term
facility reviews.
o) Willing to use PT Bank Mandiri (Persero) Tbk products
and services.
p) Willing to submit a copy of company legality and valid
business legality.
10. Things that are As long as the credit has not been paid off, without prior written
Prohibited by Debtors 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 (thirty) days after the GMS decision regarding changes to
the articles of association and submitting a copy of the
changes to the Articles of Association and a copy of the
evidence. 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. Change 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. Taking dividends is permitted with written notification to PT
Bank Mandiri (Persero) Tbk no later than 30 (thirty) days
after the GMS decision regarding dividend distribution as
long as the required financial covenants before and after
dividend distribution are met.
11. Other Information In connection with the fulfillment of FSAR Number
17/POJK.04/2020, hereby:
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.
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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
Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT Dupan Anugerah Lestari. All
p.2
unresolved
org
Bank Mandiri's Banker's Clause.
p.2
unresolved
person
Notary Rini Yulianti
p.3
unresolved
org
PT Archipelago International Indonesia
p.4 ×2
unresolved
org
Ministry of Law and Human Rights
p.5
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confidence 0.091
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12 Sep 2026 23:00
Raw output
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'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
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'ticker': '',
'transaction_date': None,
'valuation_date': None,
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