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VOLUNTARY TENDER OFFER (Tender Offer Sukarela)

14 Jun

On 31 May 2011, Head of Capital Market and Financial Institution Supervisory Agency (the “Bapepam“) has issued Decree No. Kep-263/BL/2011 (“Decree“), including the promulgation of this Decree Regulation No. IX.F.I (“Regulation“), this Decree revoked and repealed Decree of the Head of Bapepam Number Kep-04/PM/2002 dated 3 April 2002 concerning the Tender Offer and Decision of the Chairman of Bapepam Number Kep-85/PM/1996 dated 24 January 1996 on Guidelines on Form and Contents of the Tender Offer Statement, and Guidelines on Form and Content of the Target Company Statement and Other Parties In connection with the Tender Offer.

Pursuant to Item 1 (a) (3), a Voluntary Tender Offer is defined as a voluntary offer from a certain party to obtain equity securities through a purchase or securities exchange on mass media. Under Item 2 (a) of the Appendix, a party that is willing to conduct a Voluntary Tender Offer should submit a statement to Bapepam, and copy to the stock exchange where the securities are listed and to the target company.

The statement, pursuant to Item 2 (b) should consists of, for instance, the name and address of the targeted company; the calculation of the equity securities; information on the relationship, contracts, and material transactions between the party and the target company (as elaborated on in item 3); and so forth. Additionally, Item 2 (c) states that the statement should be published in at least two Indonesian daily newspapers, where it is mandatory that one of the newspapers is circulated on a national level. After the publication, the offer cannot be annulled, unless Bapepam approves the annulment.

Voluntary Tender Offer Statement become effective when Bapepam has issue effective statement, and there is no change and/or additional information is required or in the event the limitation period has been lapse (i) 15 (fifteen) days from the date of the Voluntary Tender Offer Statement completed application received by Bapepam, and have fulfill all the requirements set out in this Decree, (ii) 15 (fifteen) days from the date of last change presented the party that conducted Voluntary Tender Offer or requested by Bapepam completed or pursuant to effective statement from Bapepam and there is no requirement needed. In the event there are any additional or correction information, the applicant shall announce it maximum 1 (one) day after the effective statement from Bapepam.

STATEMENT FROM TARGET COMPANY AND OTHER PARTIES

Target company, affiliation from target company or other applicant that intends to conduct Voluntary Tender Offer upon the same equity or other parties intends to deliver information of opinion regarding the Voluntary Tender Offer shall made in the form of written statement completed with evidences that support such objection.

In the event the directors or commissioners of the target company know or have reasonable reason that the information contained in the tender statement was incorrect or misleading, therefore the target company is obligated to made written statement to disclaim such information.

Pursuant to Article 5 of the Regulation, the Voluntary Tender Offer should start two days after the offer is effective. The offer will be held for 30 (thirty) days, pursuant to Article 5 (b), and could be extended for period 90 (ninety) days with approval from Bapepam. The result of the offer should be reported to Bapepam, no later than 10 (ten) days after the offer ends (Item 6 (a)).

SECURITIES PRICE

  1. Voluntary Tender Offer in the form of shares and/or warrants, the price of the Voluntary Tender Offers for shares and/or warrants unless otherwise determined by the Bapepam, should be higher than the price of the following:
    1. the highest price of the earlier Voluntary Tender Offer filed by the same party within 180 (one hundred eighty) days before the announcement referred to in item 2 letter c;
    2. the average price of the highest daily trading price on the Stock Exchange within 90 (ninety) days prior to the announcement as referred to in item 2 letter c, in terms of the Voluntary Tender Offer made on the shares and/or warrants of the target company are listed and traded on stock exchange;
    3. the average price of the highest prices in the daily trading on the Stock Exchange within 12 (twelve) months counting backwards from the last trading day for such shares,, in event of stock and/or warrants of the target company are not traded on the stock exchange within 90 (ninety) days prior to the announcement as referred to in item 2 letter c; or
    4. reasonable price set by the Assessors, in terms of the Voluntary Tender Offer made on the shares and / or warrants of the target company are not listed on the stock exchange.
  2. In the event the Voluntary Tender Offer is in the form of convertible bond, the price should be higher than price of the shares that have been determinate at the time of publication.
  3. Party that conducting Voluntary Tender Offer may make change the price, as long as the amend price were not lower than the price that has been announced or lower than price that has been announced.
  4. Changes of price as referred to in letter c may only be conducted prior to the effectiveness of the Voluntary Tender Offer Statement.

IMPLEMENTATION OF VOLUNTARY TENDER OFFER

  1. The Voluntary Tender Offer shall begin no later than 2 (two) working days after the Voluntary Tender Offer Statement becomes effective;
  2. Minimum Voluntary Tender Offer Period is 30 (thirty) days and can be extended to a maximum of 90 (ninety) days, unless otherwise agreed by the Head of Bapepam;
  3. Tender transaction shall be completed no later than 12 (twelve) days after the bidding. (the money and the securities has been delivered);
  4. In the event the requirements as set forth in this Regulation are not completed, then the securities shall be returned no later than 12 (twelve) days after the Voluntary Tender Offer period has been expired;
  5. In the event the Tender Offer is canceled, the securities shall be returned no later than 12 (twelve) days after the cancellation dated;
  6. In the event the Voluntary Tender Offer is conducted through exchange of securities from the target company, the Applicant shall provide option for another securities or cash in the amount as stipulated in item 4 letter a or the number 4 point b of Decree.
  7. Considering the limitation period of Voluntary Tender Offer are set out in letter b, any future extension of the Voluntary Tender Offer shall be at least 15 (fifteen) days and published within 2 (two) days before the renewal period begins. The Announcement shall be posted within 2 (two) Indonesian daily newspapers and one of such newspaper has a national circulation and lists the number of securities tendered have been accepted up to the renewal period begins.

    In the event the number of equity shares offered for sale or exchange exceeds the number of equity securities set forth in the Voluntary Tender Offer, the Party that conducted the Voluntary Tender Offer shall make portion in proportion comparable with the participation of each Party which makes sales in the Voluntary Tender Offer by attention to the prevailing trading unit on the Stock Exchange without fractions.

  8. The Applicant shall appoint an accountant to conduct a special examination of the fairness of the implementation of allotment and shall submit its report to Bapepam within 30 (thirty) working days from the date of allotment expires.
  9. Parties who intends sell the equity securities in connection with the Voluntary Tender Offer shall submit such Securities to the Custodian designated by the party that conducted the Voluntary Tender Offer and may withdraw such securities at any time prior to the Voluntary Tender Offer expires.
  10. With regard to the provisions stipulated in the letter b, changes in the Voluntary Tender Offer requirements can only be done no later than 15 (fifteen) days prior to the Voluntary Tender Offer expires. Such changes must be announced within 2 (two) Indonesian language daily newspapers, one of which has nation circulation and delivered to the parties as referred to in item 2 letter (a) at the same time with the announcement.
  11. Person making the Tender Offer are prohibited from buying or selling equity securities that are offered within 15 (fifteen) days before the announcement as referred to in item 2 letter c up to the Voluntary Tender Offer expires.
  12. Voluntary Tender Offer Form may be distributed after the Voluntary Tender Offer Statement effective. Voluntary Tender Offer Form must contain a statement that the party offering of Equity Securities have received and read the Voluntary Tender Offer Statement.
  13. In the Voluntary Tender Offer, party that conducted the Voluntary Tender Offer to make an announcement re Voluntary Tender Offer Statement to be submitted to Bapepam. Target Company are prohibited from conducting transactions undertaken solely for the purpose of blocking a change of control of Target Company is as a result of the implementation of the Voluntary Tender Offer in the period from the announcement as referred to in item 2 letter c up to the Voluntary Tender Offer expires.
  14. Party that conducted Voluntary Tender Offer and its Affiliates shall keep confidential the plan before the announcement of the Voluntary Tender Offer referred to in item 2 letter c.
  15. Person making the Tender Offer Voluntary forbidden to set different restrictions and requirements based on classification or position of a party who becomes the holder of Equity Securities, except if there are differences in the rights or benefits attached to the Equity Securities in question.
  16. Party that conducted Voluntary Tender Offer to make plans about the continuity or change in company management and employees after the Voluntary Tender Offer, as long as it is not a requirement of the Voluntary Tender Offer, and disclosed in the Voluntary Tender Offer Statement.

CLOSING PROVISIONS

The applicant shall report the Voluntary Tender Offer results to Bapepam at least 10 (ten) working days from the date of Voluntary Tender Offer completion dated and the evidence of announcement shall be submitted to Bapepam no later than 2 (two) working days after the announcement was published in the newspaper. Without prejudice to the criminal provisions of the Capital Market, Bapepam authority to impose sanctions against any violation of this rule, including the Party that caused the violation.

AK

 

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