SHEET COUNTRY
REPUBLIC OF INDONESIA
| No. 61, 1999 | (Explanation in Additional State Sheet Republic Indonesia Number 3840) |
GOVERNMENT REGULATION OF THE REPUBLIC OF INDONESIA
Number 28 YEAR 1999
ABOUT
THE MERGER, CONSOLIDATION AND ACQUISITION OF THE BANK
PRESIDENT OF THE REPUBLIC OF INDONESIA,
.,, weighed: a. that to create a healthy, efficient, resilient and capable banking system in an era of globalization and free trade, necessary efforts can drive the Bank to strengthen itself through Merger, Consolidation and Acquisition;
., b. that considering the Bank is an entity whose primary activities are establishing and funneling public funds then the Mergers, Consolidation and Acquisition of the Bank need to be specifically regulated in the Government Regulation;
.,, Given: 1. Section 5 of the paragraph (2) of the Basic Law of 1945;
., 2.
Act No. 13 of 1968 about the Central Bank (State Sheet of 1968 Number 63, Additional Gazette State Number 2865);
., 3.
Law No. 7 of 1992 on Banking (State Sheet of 1992 Number 31, Additional Gazette Number 3472) as amended by Law No. 10 of 1998 (State Sheet of the Year) 1998 Number 182, Auxiliary State Sheet Number 3790);
., 4.
No. 1 Act 1995 on Limited Perseroan (State Sheet Of 1995 Number 13, Additional Sheet Country Number 3587);
. .5.
Code Number 8 of 1995 on Capital Markets (State Sheet 1995 Number 64, Additional Sheet Country Number 3608);
DECIDED:
.,, Setting: GOVERNMENT REGULATIONS ON MERGER, CONSOLIDATION, AND ACQUISITION OF BANKS.
BAB I
UMUM PROVISIONS
Section 1
In this Government Regulation referred to by:
., 1. The Bank is the General Bank as referred to in the Law Number 7 of 1992 on Banking as amended under the Law No. 10 of 1998;
., 2. Merger is a merger of 2 (two) Bank or more, in a way to maintain the establishment of one of the Bank and dissolve the other banks without liquidation first;
., 3. Consolidation is a merger of 2 (two) Bank or more, by setting up a new Bank and dissolving the banks without liquidation first;
., 4. An acquisition is a takeover of a bank that results in the return of control of the Bank;
. .5. Control is the ability to define, either directly or indirectly in any way, management and or the bank ' s discretion;
., 6. Bank shares are proof of capital deposit on behalf of the holder for a Bank that is in the form of a Limited Perseroan or other form equated to a stake for the other legal entity.
Section 2
Mergers and Consolidation as referred to in Section 1 result:
., a., a. Bank shareholders who do Merger or Consolidated become shareholders of the Merger Bank result or the Consolidated result Bank;
., b. Actives and passiva banks that do Merger or Consolidated, switch due to the law to the Merger Bank or the Consolidated Bank results.
BAB II
TERMS OF MERGER, CONSOLIDATION
AND THE ACQUISITION
Section 3
The Bank ' s mergers, Consolidation and Acquisition can be conducted over:
a. the Bank ' s initiative is concerned; or
B. request of the Bank of Indonesia; or
., c. a special body initiative that is temporary in the framework of banking vision.
Section 4
.,, (1) Mergers, Consolidated and Acquisition of the Bank conducted on the Bank's concerned initiative, are required to first obtain the permission of the Chairman of the Bank of Indonesia.
.,, (2) The obligation to first obtain the permission of the Bank of Indonesia as referred to in paragraph (1), apply also to Merger and Consolidation conducted over a special body initiative that is temporary in order Banking health.
Section 5
The Bank ' s mergers, Consolidation and Acquisition are conducted with regard to:
a. Bank interest, creditors, minority shareholders and Bank employees; and
., b. The interests of the people are a great and healthy competition in the bank's efforts.
Section 6
.,, (1) Mergers, Consolidation and Acquisition do not reduce the rights of minority shareholders to sell its shares at reasonable prices.
., (2) the minority shareholders as referred to in paragraph (1), may only use the right to share the shares owned by the Bank at a reasonable price in accordance with the provisions of
Section 55 Act. Number 1 in 1995 on Limited Perseroan.
.,, (3) The implementation of the right as referred to in paragraph (2), does not stop the process of implementing the Mergers, Consolidation and Acquisition.
Section 7
.,, (1) the Mergers, Consolidated and Acquisition can only be performed with the approval of the Shareholders General Meeting for the Bank that is in the form of a Limited Perseroan or similar meeting for other law-shaped banks.
.,, (2) Mergers, Consolidated and Acquisition are conducted under the decision of Shareholders General Meeting attended by shareholders who represent at least 3/4 (three per four) part of the total number of shares with valid voting rights and was approved by at least 3/3/4 (three per four) part of the number of shareholder votes in attendance.
.,, (3) For the Bank that is in the form of the Open Perseroan, in terms of terms of the terms referred to in paragraph (2) not reached, then the terms of attendance and decision making decisions are specified in accordance with applicable laws in the United States. Modal Market field.
Section 8
To be able to obtain Merger or Consolidated permissions, it is required to fulfill the requirements as follows:
., a., a. It has obtained approval from the Shareholders ' General Meeting of the Bank that is in the form of a Limited Perseroan or similar meeting for the other law-shaped bank as referred to in Article 7.
., b. At the time of the Merger or Consolidation, the number of Mergers or Consolidated Bank assets did not exceed 20% (twenty per one hundred) of the total assets of the entire Bank in Indonesia;
., c. The Bank of Indonesia's Merger or Consolidated results must meet the provisions of the capital adequate ratio established by the Bank of Indonesia.
., d. The candidate of the Board of Directors and the appointed Board of Commissioners is not listed in the list of people who are doing despicable deeds in banking.
Section 9
.,, (1) The acquisition of the Bank is done by taking over the entire or partial portion of the shares resulting in the acquisition of the Bank ' s control to the acquiring party.
.,, (2) The takeover of Bank shares both directly or via the Securities Exchange, resulting in ownership of shares by individual shareholders or legal entities to be more than 25% (twenty-five per hundred) of the Bank ' s shares already issued and has the right to vote, considered to have resulted in the return of the Bank's control as referred to in verse (1), unless the one in question may prove otherwise.
.,, (3) The takeover of the Bank 's shares resulting in ownership of the shares by the party taking over to 25% (twenty-five per hundred) or less of the Bank' s shares that have been issued and have the voting rights deemed not to result The bank's control, unless it is concerned, expressed its will to control or be proven that it is directly or indirectly controlling the bank.
Section 10
To obtain a mandatory Acquisition permit is met with requirements as follows:
., a., a. It has obtained the approval of the Shareholders ' General Meeting of the Bank to be acquired or a similar meeting of the Bank's governing body instead of the Limited Perseroan as referred to in Article 7.
., b. The parties that make the acquisition are not listed in the list of people who commit despicable deeds in the banking field.
., c. In terms of acquisition by the Bank, the Bank is required to comply with the provisions of the inclusion of capital by the Bank of Indonesia.
BAB III
ORDER THE MERGER
Section 11
.,, (1) The Bank ' s Directors that will combine and accept the merging of each of them compiled a proposed Merger plan.
.,, (2) The suggestion as referred to in paragraph (1) is required to get the Commissioner's approval and at least load:
., a., a. name and place of the Bank ' s position that will do Merger;
., b. the reason as well as the explanation of each of the Bank ' s Directors that will do Merger and Merger requirements;
.,, c. tata ways of conversion of shares of each of the Banks that will do Merger against the shares of Merger ' s yield Bank;
D. Basic Budget Change Plan;
., e. balance sheet, calculation of profit that includes 3 (three) years of the last book of all the Banks that will do the Merger; and
., f. things to know by the shareholders of each Bank, among other things:
.,
.,, 1) the balance sheet of the Merger Bank results in accordance with the financial accounting standards, as well as estimates of matters relating to the advantages and losses and future of the Bank which can be obtained from Merger based on expert assessment results which is independent;
2) how to resolve the status of the Bank employee who will do the Merger;
3) the way of completion of the Bank ' s rights and obligations against a third party;
4) how to resolve the rights of minority shareholders;
., .5) the arrangement, salary and other allowances for the Board of Directors and the Commissioner of the Merger result Bank;
6) the estimated term of the Merger execution;
7) reports on the state and the path of the Bank as well as it has been achieved;
8) The Bank ' s main activities and changes during the year of the book are running;
.,, 9) details of the problems arising during the year of the running book affecting the Bank ' s activities;
10) the names of the Directors and Commissioners; and
11) salaries and other benefits for members of the Board of Directors and commissioners.
Section 12
In the event the Bank will perform Merger incorporated in 1 (one) group or intergroup, the proposed Merger plan contains a consolidated balance sheet and a proforma balance sheet from the Merger result Bank.
Section 13
., (1) The suggestion as referred to in Article 11 and Article 12, is the material for compiling a Design Merger compiled jointly by the Bank ' s Directors which will perform the Merger.
.,, (2) The Design of Merger as referred to in paragraph (1), at least contains the matters listed in the proposed Merger plan as referred to in Article 11 and Article 12.
.,, (3) In addition to the matters referred to in paragraph (2), the Merger Design must contain the affirmation of the Bank that will receive a merger regarding the transfer of all rights and obligations of the Bank that will combine.
Section 14
.,, (1) Prior to the invocation of the Bank ' s respective Shareholders General Meeting, the Directors are obligated to announce a summary of the Merger Draft no later than:
.,
., a., a. 30 (thirty) days prior to the Shareholders ' General Meeting in 2 (two) of the widely published daily newspapers;
., b. 14 (fourteen) days prior to the General Meeting of the Shareholders to the Bank ' s employees in writing.
., (2) Special to the People ' s Bank of Percreditors whose assets are less than Rp10,000.000.00 (ten billion rupiah), the announcement as referred to in verse (1) can be done in any other way.
Section 15
.,, (1) The Merger Design as referred to in Section 13 following the concept of the Merger Deed, is required to be delivered to the Bank's respective General Shareholders ' Meeting.
.,, (2) The concept of the Act of Mergers which has obtained the approval of the Shareholders General Meeting as referred to in paragraph (1), is poured in the Merger Deed made in the presence of Notary in Indonesian.
Section 16
.,, (1) After obtaining the approval of the Shareholders General Meeting to perform the Merger, the respective Directors of the Bank jointly apply for Merger permission to the Bank of Indonesia with a gust to the Minister of Justice.
.,, (2) Merger ' s permission as referred to in paragraph (1), is submitted by attaching the Basic Budget Change Act and the Merger Act.
.,, (3) the consent or rejection of the Merger permission request as referred to in paragraph (1), provided by the Bank of Indonesia in its longest 30 (thirty) days since the request is fully accepted.
.,, (4) If within the time limit as referred to in paragraph (3) the Bank of Indonesia is not given a response to the request of the Merger permission, then the Bank of Indonesia is considered to have approved the Merger izn application.
.,, (5) In the event of a request to be denied, then the rejection must be notified to the applicant in writing as well as the reason.
.,, (6) The gust of consent or rejection as referred to in verse (3) is delivered to the Minister of Justice.
Section 17
.,, (1) In terms of the changes in the Basic Budget Bank the Merger results require the Minister of Justice 's approval, then in conjunction with the submission of Merger' s permit to the Bank of Indonesia, the Bank of Indonesia ' s Board of Directors results in a request for approval The Basic Budget to the Minister of Justice.
.,, (2) the invocation as referred to in paragraph (1), submitted in writing by attaching it:
., a., a. Basic Budget Change Act; and
B. Merger deed.
.,, (3) The Minister of Justice can only grant approval for the changes in the Basic Budget of the Merger results after obtaining a Merger permit from the Bank of Indonesia.
., (4) The approval or rejection of the Minister of Justice on the plea as referred to in paragraph (1), given in the most prolonged 14 (fourteen) days after being obtained by the Merger permission of the Bank of Indonesia.
.,, (5) In the event of a request to be denied, then the rejection must be notified to the written applicant and the reason.
Section 18
Within thirty (thirty) days since the Base Budget Change Base obtained the approval of the Minister of Justice, Merger Bank's results are required to register the Basic Budget Changes in the Enterprise List and to announce in the Additional Gazette of the Republic of Indonesia.
Section 19
.,, (1) In the event of a change in the Basic Budget Bank the Merger results do not require the Minister of Justice ' s approval, then in the most prolonged period 14 (fourteen) days count since the General Meeting of Shareholders, the Bank of Merger results are required to report The Deed Merger and Act Change the Basic Budget to the Minister of Justice.
.,, (2) the Minister of Justice may only issue a letter of acceptance of the report as referred to in paragraph (1), after being obtained by the Merger permission of the Bank of Indonesia.
.,, (3) The Board of Directors of the Merger results in the most prolonged period of 30 (thirty) days since receipt of the report by the Minister of Justice as referred to in paragraph (2), is required to register a Merger Deed and the Basic Budget Changes Act in List of Companies, as well as announce in Additional State News.
Section 20
.,, (1) If Merger is exercised in accordance with the provisions as referred to in Article 17, then the Bank that combines itself is dissolved in favor of the law, accounting for the date of the Minister of Justice ' s approval of the Basic Budget change.
.,, (2) If Merger is exercised in accordance with the provisions referred to in Article 19, then the Bank that combines itself is dissolved by law, accounting since the date of the registration of the Merge and the Basic Budget Changes in the List The company.
.,, (3) The Bank which has a legal form other than the Limited Perseroan, the effective Merger and the bubar of the Bank that merge itself is starting to apply since the date of the approval of the changes in the Basic Budget Bank of the Merger results from the authorized officials in accordance with the applicable laws.
Section 21
., (1) Counted from the date of the signing of the Shareholders General Meeting on the Merger Deed as referred to in Article 15 of the paragraph (2), the Bank of Directors which combined itself cannot perform the legal action relating to the Bank's assets. In question, except for the execution of the Merger.
.,, (2) The violation of the provisions as referred to in paragraph (1) is the responsibility of the Bank ' s concerned Board of Directors.
Section 22
.,, (1) The Board of Directors of the Merger results is required to announce the results of the Merger in 2 (two) circulation daily newspapers of the slowest 30 (thirty) days from the Merger expiration date.
., (2) Special to the People ' s Bank of Percreditors whose assets are less than Rp10,000.000.00 (ten billion rupiah), the announcement as referred to in verse (1) can be done in any other way.
BAB IV
SET THE CONSOLIDATION WAY
Section 23
., (1) The provisions as referred to in Article 11, Section 12, Section 13 of Section 14, Section 15 and Section 22 apply also to the Consolidated Bank.
.,, (2) The Act of Consolidation created as referred to in Article 15 of the paragraph (2), becomes the basis of the making of the Establishment of the Establishment of the Consolidated Bank of the proceeds.
Section 24
.,, (1) In the same time as the submission of the Consolidated clearance to the Bank of Indonesia, the Consolidated Bank of the Bank of Indonesia is required to apply for the approval of the Establishment of the Bank of the Establishment of the Consolidated results to the Minister of Justice by busan to the Bank. Indonesia.
.,, (2) the Consolidation Permit as referred to in paragraph (1), is submitted by attaching it:
., a., a. Deed of the Establishment of the Bank of Consolidated results;
B. Deed Of Consolidation.
Section 25
.,, (1) the Minister of Justice may only grant consent to the Approval Deed of the Establishment of the Bank of Consolidated results after first obtaining the Consolidated clearance of the Bank of Indonesia.
., (2) The consent or rejection of the Minister of Justice on the request of the authorization as referred to in paragraph (1), given in the longest term of 14 (fourteen) days after being obtained by the Consolidated clearance of the Bank of Indonesia.
.,, (3) If within the time limit referred to in paragraph (2) the Minister of Justice does not provide a response to the request of the attestation, then the Minister of Justice is deemed to have approved the passage of the intended passage.
.,, (4) In the event of a request for authorization to be denied, then the rejection must be notified to the applicant in writing and the reason.
Section 26
Within thirty (30) days from the date of the Establishment of the Cloud Service, the following terms are subject to the terms of this Agreement, and that the terms of the Agreement are not in the Agreement. announced in Additional News of the Republic of Indonesia State.
Section 27
Banks that melt away are dispersed since the Establishment of the Consolidated Bank was passed by the Minister of Justice.
Section 28
.,, (1) Counted from the date of the signing of the Consolidated Consolidation Deed, the Bank 's issuer is prohibited from committing legal deeds relating to the Bank' s concerned assets, unless required in order for the implementation of the Consolidated.
.,, (2) The violation of the provisions as referred to in paragraph (1), is the responsibility of the Bank ' s concerned Board of Directors.
BAB V
ORDER THE ACQUISITION
Section 29
.,, (1) The party to the acquisition means to perform the Acquisition to the Bank ' s Directors to be acquired.
.,, (2) The Bank ' s Directors will be acquired and the parties that will acquire each are drafting the proposed Acquisition plan.
., (3) The proposal referred to in paragraph (1), each of which is required to obtain the approval of the Commissioner of the Bank to be acquired and that acquired or a similar agency of the acquired party by loading at least:
.,
., a., a. The name and place of the bank and other legal entities, or the individual identities that perform the Acquisition;
., b. the reason as well as the explanation of each of the Bank of the legal or individual administrators who are performing the Acquisition;
., c. balance sheet, calculation of profit that includes 3 (three) last book years, especially the last yearbook annual calculation of the Bank and other legal entities performing the Acquisition;
., d. set the stock conversions of each party performing the Acquisition if the acquisition payment is performed with the shares;
e. Acquisition of Acquisition of Acquisition of the Acquisition of the Acquisition;
f. the number of shares to be acquired;
G. funding readiness;
h. a way to resolve the rights of the minority shareholder;
i. the way of completion of the employee status of the Bank to be acquired;
J. The estimated term of the acquisition.
Section 30
The proposal as referred to in Article 29 is the material for drafting the Acquisition Design compiled together between the Bank Directors that will be acquired with the other party to acquire.
Section 31
The design of the Acquisition as referred to in Article 30 of at least contains the items listed in the proposed Acquisition plan as referred to in Article 29.
Section 32
.,, (1) Prior to the invocation of the Bank ' s respective Shareholders General Meeting, the Directors are obligated to announce a summary of the Acquisition Draft no later than:
.,
., a., a. 30 (thirty) days prior to the Shareholders ' General Meeting in 2 (two) of the widely published daily newspapers;
., b. 14 (fourteen) days prior to the General Meeting of the Shareholders to the Bank ' s employees in writing.
., (2) Special to the People ' s Bank of Percreditors whose assets are less than Rp10,000.000.00 (ten billion rupiah), the announcement as referred to in verse (1) can be done in any other way.
Section 33
The acquisition design follows the concept of an Acta Acquisition is required to get approval from:
a. Bank Shareholders General Meeting to be acquired; and
B. The party will do the Acquisition.
Section 34
The design of the Acquisition following the approved acquisition of the Acta Acquisition concept as referred to in Section 33 is poured in the Acquisition Act.
Section 35
The provisions as referred to in Article 16, Section 17, Section 18 of Article 19 and Section 22 apply also to the Acquisition.
Section 36
(1) The Bank Acquisition is starting to apply since the signing date of the Acquisition Act.
.,, (2) The Acquisition Act is created and signed following the acquisition permit of the Bank of Indonesia.
BAB VI
OBJECTION TO THE MERGER, CONSOLIDATION
AND THE BANK ACQUISITION
Section 37
.,, (1) the Kreditor and minority shareholders may submit objections to the slowest Bank 7 (seven) days prior to the summoning of the Shareholders General Meeting which will cut off the Mergers ' plans, Consolidation and Acquisitions I poured in the Draft.
.,, (2) If in the timeframe as referred to in paragraph (1) the creditor and the minority shareholders do not submit objections, then creditors and minority shareholders are considered to approve the Mergers, Consolidation and Acquisitions.
., (3) The objection of the creditor and holders of a minority stake as referred to in paragraph (1), is delivered in the Shareholders ' General Meeting to receive a settlement.
.,, (4) During the settlement as referred to in paragraph (3) has not been reached, then Merger, Consolidation and Acquisition cannot be implemented.
BAB VII
OTHER LAIN-CONDITIONS
Section 38
.,, (1) In carrying out its duties in the framework of Merger, Consolidation, and Acquisition, Directors are acting solely for the benefit of the Bank.
., (2) In the event of a clash of interests between the Bank and its Directors, then the Directors are obliged to disclose it in the proposed plan and the Merger Design, Consolidation and Acquisition.
(3), (3) Terms of Use (1) and paragraph (2) apply to the Commissioners (as well as the following):
Section 39
The terms and conditions of the Mergers, Consolidation and Acquisition are not yet set in this Government Regulation, are set further by the Chief Bank of Indonesia.
Section 40
.,, (1) The Bank Acquisition conducted without first obtaining the permission of the Bank of Indonesia as referred to in Section 4 is declared invalid, and the parties to the Acquisition are prohibited from performing actions as holders Bank shares.
.,, (2) the Bank in question and or grant the rights as a shareholder to the parties to which the Acquisition is referred to.
., (3) The violation of the provisions as referred to in paragraph (2), imposed administrative sanction by the Bank of Indonesia as set forth in
Section 52 paragraph (2) Act Number 7 of 1992 on Banking as amended by Law No. 10 of 1998.
BAB VIII
THE TRANSITION PROVISION
Section 41
The bank that at the time of effective this Government Regulation has been:
., a., a. have the approval of the Merger principle or the consolidation of the Finance Minister; or
., b. apply for approval on the deed of the Basic Budget change to the Minister of Justice and have not obtained consent; or
., c. obtained approval on the deed of change in the Basic Budget of the Minister of Justice, required to obtain a Merger or Consolidated license from the Bank of Indonesia as per the Regulation of this Government.
Section 42
By the time this Government Regulation is in effect, all implementation regulations relating to the Mergers, Consolidation and Acquisition of the Bank remain in effect throughout the non-conflict and have not been repealed or replaced under Government Regulation. this.
BAB IX
CLOSING PROVISIONS
Section 43
Banks in the form of the Perseroan Open law apply to this Government Regulation, unless otherwise set up in the Modal Market area applicable laws.
Section 44
The provisions in this Government Regulation are fully applicable to the Bank that are not in the form of Limited Perseroan to the extent not in conflict with the laws applicable in the field of Operations and Regional Companies.
Section 45
The further provisions for the implementation of this Government Regulation are governed by the Bank of Indonesia.
Section 46
This Government Regulation shall be in effect from the date of promulgations.
In order for everyone to know it, order the invitational of this Government Regulation with its placement in the State Sheet of the Republic of Indonesia.
.,, Set in Jakarta
on May 7, 1999
PRESIDENT OF THE REPUBLIC OF INDONESIA,
BACHARUDDIN JUSUF HABIBIE
Promulgated in Jakarta
on May 7, 1999
MINISTER OF STATE SECRETARY OF STATE
REPUBLIC OF INDONESIA,
AKBAR TANDJUNG
ADDITIONAL
STATE SHEET RI
| No. 3840 | (explanation Of State Sheet 1999 Number 61) |
EXPLANATION
Above
GOVERNMENT REGULATION OF THE REPUBLIC OF INDONESIA
Number 28 YEAR 1999
ABOUT
MERGER, CONSOLIDATION AND ACQUISITION OF BANKS
UMUM
.,, Banking has a strategic role because of the main function of banking as a multiplier and community fund-raising in order to support the national economy. In an increasingly open and rapidly growing economic life, it takes a more extensive, well-and-qualified banking service.
.,, in relation to it is required a healthy, efficient and capable banking system to compete in an era of globalization and free trade. To that banking needs to be encouraged to strengthen itself through various efforts, among other Mergers, Consolidation and Acquisitions. The synergy between the two banks or more can occur as a result of Merger and Consolidation, so it is expected to appear a strong bank with better performance.
., as well, the acquisition of banks can support the creation of a healthy and efficient banking system through the influx of investors with strong capital.
.,, Mergers, Consolidation and Acquisition, which in the Law Number 1 of 1995 on Limited Perseroan referred to mergers, smelters and takeovers, have generally been set up both in the Act on Limited Perseroan and In its implementation rules, the
Government Regulation No. 27 of 1998 of the Combined Seizure, Dissolution, and Takeover Of Limited Liability. In Regulation, the Government is intended to be open to the possibility of special provisions governing the incorporation, smelting, and takeover of the company for certain areas, such as Banking and Capital Markets. This was reinforced with the Law No. 7 of 1992 on Banking as amended by Law No. 10 of 1998 which established the need for the Merger, Consolidation and Acquisition of the Bank in Government Regulation.
.,, Settings on Merger, Consolidation and Acquisition of the Bank in this Government Regulation is intended to further provide legal and convenient certainty for the Bank that will conduct Merger, Consolidation and Acquisition.
SECTION BY SECTION
Section 1
.,, pretty clear.
Section 2
.,, the letter a
.,, pretty clear
Letter b
.,, which is included in the notions of activa and paciva Bank through all of the Bank ' s rights and obligations recorded in the balance sheet as well as in administrative accounts.
Section 3
.,, the letter a
.,, pretty clear
Letter b
.,, pretty clear
Letter c
.,, referred to as a temporary special body in the framework of banking vision is a special body as referred to in
Article 37A Law Number 7 of 1992 on Banking As it has been amended by Law No. 10 of 1998.
Section 4
.,, Verse (1) and Verse (2)
.,, In granting Merger permission, Consolidation and Acquisition, Bank Indonesia will assess whether the implementation of the Mergers, Consolidation and Acquisition:
a. can drive both the performance of the Bank and the national banking system;
., b. Does not result in the centralization of economic power at 1 (one) person or group in the form of a monopoly that harms the public;
c. not harming the Bank ' s nasabah.
Section 5
.,, the letter a
.,, the Bank 's interests in this matter include that Merger, Consolidation or Acquisition is carried out in order to improve health and or the Bank' s appeal.
The creditor interest in this concerns the return of funds to the creditor, including the fund-saving nasabah.
The interest of minority shareholders is the right of minority shareholders to sell its shares to the Bank at a reasonable price.
Bank employee interest is the rights of the Bank ' s employees in accordance with provisions in the field of employment.
Letter b
.,, pretty clear
Section 6
.,, Verse (1)
.,, pretty clear
Verse (2)
.,, pretty clear
Verse (3)
.,, pretty clear
Article 7
.,, Verse (1)
., for a bank in the form of a Koperative law, referred to by a similar meeting is a Member Meeting.
Verse (2)
.,, pretty clear
Verse (3)
.,, pretty clear
Article 8
.,, pretty clear.
Article 9
.,, Verse (1)
.,, the Bank Acquisition referred to in this section is the Acquisition that is conducted either directly or via the Securities Exchange, and is performed either by the Indonesian Citizen and or the Indonesian legal entity, or by the Foreign Citizen and or the body foreign law.
The acquisition made through the Securities Exchange in practice can also be done with the intent to have and influence the management of the Bank. Against parties such as this need to be given the same treatment as the parties that perform the Acquisition directly.
Verse (2)
.,, pretty clear
Verse (3)
.,, pretty clear
Article 10
.,, pretty clear.
Article 11
.,, Verse (1)
.,, pretty clear
Verse (2)
.,, the letter a
.,, pretty clear
Letter b
.,, pretty clear
Letter c
.,, pretty clear
Letter d
.,, the Draft Basic Budget changes in this case are required as part of the proposal if the Merger causes a Basic Budget change.
Letter e
.,, pretty clear
Letter f
.,, pretty clear
Article 12
.,, pretty clear.
Article 13
.,, Verse (1)
.,, pretty clear
Verse (2)
.,, pretty clear
Verse (3)
.,, pretty clear
Section 14
.,, Verse (1)
.,, the announcement here is intended to provide an opportunity to the interested parties to know the Merger plan, the Consolidation and Acquisition.
If a party finds its interest to be harmed if the plan is executed, the party may have objected to the defense of its interests.
Verse (2)
., referred to in other ways in this section for example by placing an announcement on the bulletin board of the district office and in the office of the People ' s Percreditan Bank concerned.
Article 15
.,, Verse (1)
., the concept of the merger deed contains the subject of all the things that are contained in the Merger.
Verse (2)
.,, pretty clear
Section 16
.,, Verse (1)
.,, For a law-shaped bank other than a Limited Perseroan, a Merger clearance request is delivered to the agency authorized to agree to the Basic Budget changes in accordance with applicable laws.
Verse (2)
.,, pretty clear
Verse (3)
.,, pretty clear
Verse (4)
.,, pretty clear
Verse (5)
.,, pretty clear
Verse (6)
.,, pretty clear
Section 17
.,, Verse (1)
.,, For a law-shaped bank other than a Limited Perseroan, a Merger clearance request is delivered to the agencies authorized to agree to the Basic Budget changes in accordance with the applicable laws.
Verse (2)
.,, pretty clear
Verse (3)
.,, pretty clear
Verse (4)
.,, pretty clear
Verse (5)
.,, pretty clear
Article 18
Section 19
.,, Verse (1)
.,, pretty clear
Verse (2)
.,, pretty clear
Verse (3)
.,, pretty clear
Section 20
.,, Verse (1)
.,, pretty clear
Verse (2)
.,, pretty clear
Verse (3)
.,, pretty clear
Section 21
.,, Verse (1)
.,, lawsuits related to Bank assets among others sell, divert, abolish, guarantee, lease assets and provide credit.
This provision does not limit the authority of the Board of Directors to perform the necessary legal actions in order to execute the activities of the business and place the funds approved by the Shareholders ' General Meeting.
Verse (2)
.,, pretty clear
Article 22
.,, Verse (1)
.,, the announcement here is intended to provide the opportunity to the interested parties to know that there has been a Merger, Consolidation and Acquisition.
Verse (2)
.,, which is referred to in other ways in this section for example, by placing an announcement on the bulletin board of the district office and in the office of the People ' s Percrediting Bank concerned.
Section 23
.,, Verse (1)
.,, pretty clear
Verse (2)
.,, pretty clear
Section 24
.,, Verse (1)
.,, pretty clear
Verse (2)
.,, pretty clear
Section 25
.,, Verse (1)
.,, pretty clear
Verse (2)
.,, pretty clear
Verse (3)
.,, pretty clear
Verse (4 is quite clear)
.,, Article 26
.,, pretty clear
Section 27
.,, pretty clear.
Article 28
.,, Verse (1)
.,, lawsuits related to Bank assets among others sell, divert, abolish, guarantee, lease assets and provide credit.
This provision does not limit the authority of the Board of Directors to perform the necessary legal actions in order to execute the activities of the business and place the funds approved by the Shareholders ' General Meeting.
Verse (2)
.,, pretty clear
Article 29
.,, Verse (1)
., referred to as "parties" in this case may be a company, another legal entity that is not a company, or a person.
Verse (2)
.,, for the Limited-use Bank, the provisions of the Acquisition procedure in this case are further definitions of the provisions of Article 103 paragraph (3), paragraph (4) and paragraph (5) of the Law No. 1 of 1995 concerning Perseroan Limited, the acquisition by involving the Bank, whether acquired or acquired.
Verse (3)
.,, the letter a
.,, referred to as "identity" at least is the full name, place and date of birth, occupation, residence and nationality of the person concerned.
Letter b
.,, pretty clear
Letter c
.,, pretty clear
Letter d
.,, pretty clear
Letter e
.,, the Draft Basic Budget changes in this case are required as part of the proposal if the Acquisition leads to a Basic Budget change.
Letter f
.,, pretty clear
The letter g
.,, pretty clear
Letter h
.,, pretty clear
Letter i
.,, pretty clear
The letter j
.,, pretty clear
Article 30
.,, pretty clear.
Article 31
.,, pretty clear.
Section 32
.,, Verse (1)
.,, pretty clear
Verse (2)
.,, pretty clear
Section 33
.,, pretty clear.
Article 34
.,, pretty clear.
Section 35
.,, pretty clear.
Section 36
.,, Verse (1)
.,, pretty clear
Verse (2)
.,, pretty clear
Section 37
.,, Verse (1)
.,, pretty clear
Verse (2)
.,, pretty clear
Verse (3)
.,, the definition of settlement in this case should not mean repayment of an immediate debt, but it may also be an agreement on the resolution of a creditor objection and a minority shareholder.
Verse (4)
.,, pretty clear
Article 38
.,, Verse (1)
.,, pretty clear
Verse (2)
.,, pretty clear
Verse (3)
.,, pretty clear
Article 39
.,, pretty clear.
Section 40
.,, Verse (1)
.,, the names of the parties who did the Acquisition without first obtaining the Bank of Indonesia 's Leadership permission cannot be noted in the Bank' s shareholders list.
Verse (2)
.,, the rights as the holders referred to in this verse among others are to present and vote in the General Meeting of Shareholders, as well as the right to obtain deviders.
Verse (3)
.,, pretty clear
Section 41
.,, pretty clear.
Article 42
.,, pretty clear.
Article 43
.,, pretty clear.
Section 44
.,, pretty clear.
Section 45
.,, pretty clear.
Section 46
.,, pretty clear.
