Closing of the takeover – Causes change of control in the public company.

D Day

Takeover announcement - The new controller (the acquirer) announces the takeover in at least one Indonesian daily newspaper with national circulation (or, if the new controller is also a public company listed on the IDX, the IDX's website) and submits to the OJK information which contains:

• the number of acquired shares, price per share, the total purchase price, name of the shareholders from whom shares are being acquired, if the shares are acquired from specific shareholder(s)/off-market, and the new controller's total ownership;
• the details of the new controller, including name, address, phone number, email, line of business, board compositions, capital structure and the line of business (if the new controller is a legal entity);
• the purpose of the takeover (i.e., the purpose of controlling the target company);
• a statement that the new controller is an Organized Group, if applicable;
• the beneficial owner of the party who conducted the takeover, if such party is not the beneficial owner;
• the affiliation between the controlling shareholder and the target company, if applicable; and
• the details regarding the approval from the relevant authority, if applicable. 

D + 1 Business Day ("BD") = Y

Request to undertake the MTO - The new controller (the acquirer) submits cover letter, the text of the announcement of the disclosure of information about the MTO, including the necessary supporting documents, to the OJK and the target company.

The text announcement should contain at least the following information:

• background of the takeover
• information on the shares, covering:
  • description of the number and percentage of the acquired shares;
  • the number and percentage of the target company's shares which are owned, directly or indirectly, by the new controller, including options to purchase or the right to obtain dividends or any other benefits and also the power to use the voting rights in the target company's general meetings, name of the shareholders from whom shares are being acquired (if the shares are acquired from specific shareholder(s)/off-market), the takeover price, total takeover value and date of the takeover
• information on the new controller, covering:
  • if the takeover is conducted by an individual, the name, address, nationality and affiliation relationship with the target company (if any)
  • if the takeover is conducted by a party other than an individual, the establishment date, address, telephone number, email, business activity, capital structure, composition of the board of directors and board of commissioners, composition of the shareholders, beneficial owner, affiliation relationship with the target company (if any) and the explanation regarding the approval and requirements from the relevant authority (if any)
• details of the target company covering the name, address, telephone number, email and business activity
• the agreements or activities between the principal shareholder or the existing controller and the new controller that have material impact, if any
• terms and conditions of the MTO, covering:
  • the purchase price along with the explanation on how it is calculated
  • the MTO period
  • the payment terms
  • the purchase mechanism
  • the explanation regarding the approval and requirements determined by the Government which must be satisfied with respect to the MTO, if any
• a list of names and addresses of institutions and/or capital market supporting professions that are involved in the MTO
• other material information:
  • the details on the law suit regarding the takeover, if any
  • the statement that the new controller has sufficient funds to complete the MTO and information on the source of such funds
  • the development plan for the target company;
  • any other material information so that the disclosure of the information on the MTO is not misleading

Y + 2 BD 

OJK approval – The OJK approves the request of the new controller (the acquirer) to announce and commence the MTO.

Note:

• During the assessment by OJK, the new controller (the acquirer) must provide any documents/information requested by the OJK within five business days.
• The prevailing regulations do not regulate how long the OJK has to make comments on the disclosure of information on the MTO.

MTO announcement – The new controller (the acquirer) announces the disclosure of information on the MTO in a daily newspaper with national circulation (or if the new controller is also a public company listed on the IDX, the IDX's website).

The MTO announcement must include the same information as the text announcement described in row 3 above.

X + 2 BD = A

Commencement of the MTO – The MTO must start at the latest one day after the MTO announcement.

A + 1 Calendar Day ("CD")

MTO period – The MTO must be open for a fixed period of 30 days.

A + 31 CD

Settlement period – The MTO settlement must be completed within 12 days after the end of the MTO period at the latest.

A + 43 CD = S

Report to the OJK – The new controller (the acquirer) reports the result of the MTO to the OJK after the settlement is completed.

S + 5 BD