SEOJK No. 35/SEOJK.04/2016 on Mandatory Tender Offers as a Consequence of Takeovers of Public Companies in Support of the Tax Amnesty Law

To:

1. Shareholders of Public Companies; and
2. The Board of Directors of Public Companies.
   At the place.

COPY
CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY NUMBER 35/SEOJK.04/2016 CONCERNING MANDATORY TENDER OFFERS AS A CONSEQUENCE OF TAKEOVERS OF PUBLIC COMPANIES IN SUPPORT OF THE LAW ON TAX AMNESTY

In relation to the provisions of point 6 letter a point 10) of Regulation Number IX.H.1, Appendix of the Decision of the Chairman of the Capital Market Supervisory Agency and Financial Institutions Number: KEP-264/BL/2011 dated May 31, 2011 concerning Takeovers of Public Companies, it is necessary to regulate the application of point 6 letter a point 10) in connection with the implementation of Law Number 11 of 2016 concerning Tax Amnesty in the Circular Letter of the Financial Services Authority as follows:

I. GENERAL PROVISIONS

1. Takeover is an action, whether direct or indirect, that results in a change of Controller.

2. Public Company is an Emitter that has conducted a Public Offering of Equity Securities or a Public Company.

3. Controller of a Public Company, hereinafter referred to as Controller, is a Party that owns more than 50% (fifty percent) of all fully paid-up shares, or a Party that has the ability to determine, whether directly or indirectly, in any manner, the management and/or policy of a Public Company.

4. Tax Amnesty is the forgiveness of taxes that should have been paid, exemption from administrative tax sanctions and criminal sanctions in the field of taxation, by disclosing Assets and paying Redemption Money as regulated in Law Number 11 of 2016 concerning Tax Amnesty.

5. Taxpayer is an individual or entity that has rights and obligations in taxation in accordance with the provisions of legislation in the field of taxation as referred to in Law Number 11 of 2016 concerning Tax Amnesty.

6. Assets are the accumulation of additional economic capabilities in the form of all wealth, whether tangible or intangible, whether movable or immovable, whether used for business or not for business, located within and/or outside the territory of the Unitary State of the Republic of Indonesia as referred to in Law Number 11 of 2016 concerning Tax Amnesty.

7. Statement of Assets for Tax Amnesty, hereinafter referred to as Statement, is a letter used by the Taxpayer to disclose Assets, Debts, net Asset value, as well as the calculation and payment of Redemption Money as referred to in Law Number 11 of 2016 concerning Tax Amnesty.

8. That the Financial Services Authority is part of the system of government affairs that interacts well with other state and government institutions in achieving the goals and ideals of Indonesian independence contained in the Constitution of the Unitary State of the Republic of Indonesia.

9. That the form of good interaction as referred to in point 8 is realized by providing support for state policies embodied in Law Number 11 of 2016 concerning Tax Amnesty.

10. That the disclosure of Assets by Taxpayers in the Tax Amnesty Program may result in the Taxpayer being revealed as a Controller of a Public Company.

11. That considering the Tax Amnesty Program is a state policy, the Financial Services Authority deems it necessary to affirm that the revelation of a Taxpayer as a Controller of a Public Company occurring due to the implementation of the Tax Amnesty Program constitutes a Takeover of a Public Company occurring due to the implementation of government or state agency policies as referred to in point 6 letter a point 10) of Regulation Number IX.H.1, Appendix of the Decision of the Chairman of the Capital Market Supervisory Agency and Financial Institutions Number: Kep-264/BL/2011 dated May 31, 2011 concerning Takeovers of Public Companies.

12. That according to point 6 letter a point 10) of Regulation Number IX.H.1, Appendix of the Decision of the Chairman of the Capital Market Supervisory Agency and Financial Institutions Number: Kep-264/BL/2011 dated May 31, 2011 concerning Takeovers of Public Companies, the revelation of a Taxpayer as a Controller of a Public Company due to the implementation of the Tax Amnesty Program may be exempted from the obligation to conduct information disclosure and Mandatory Tender Offers.

II. DETERMINATION OF EXEMPTION FROM OBLIGATIONS TO CONDUCT INFORMATION DISCLOSURE AND MANDATORY TENDER OFFERS IN THE CONTEXT OF TAX AMNESTY

1. Taxpayers who disclose Assets in the context of the Tax Amnesty Program resulting in the revelation of the Taxpayer as a Controller of a Public Company are exempt from the obligation to conduct information disclosure and Mandatory Tender Offers as referred to in Regulation Number IX.H.1, Appendix of the Decision of the Chairman of the Capital Market Supervisory Agency and Financial Institutions Number: KEP-264/BL/2011 dated May 31, 2011 concerning Takeovers of Public Companies.

2. Public Companies that are aware of the existence of a new Controller as a result of Asset disclosure in the context of the Tax Amnesty Program are exempt from the obligation to conduct information disclosure as referred to in Financial Services Authority Regulation Number 31/POJK.04/2015 concerning Disclosure of Information or Material Facts by Emitters or Public Companies.

3. Taxpayers as referred to in point 1 must submit to the Financial Services Authority:
   a. a photocopy of the Tax Amnesty Certificate accompanied by information regarding share ownership by the Taxpayer in the Public Company to the Financial Services Authority in accordance with the Share Ownership Report Format as contained in the Appendix which is an integral part of this Circular Letter of the Financial Services Authority, within a maximum period of 10 (ten) working days since the date of the Tax Amnesty Certificate; and b. a statement to transfer all Assets in the context of the Takeover into the Securities Account at the Custodian in the name of the Taxpayer.

III. CLOSING PROVISIONS

This Circular Letter of the Financial Services Authority shall come into effect from the date of determination until 20 (twenty) working days since March 31, 2017.

Determined in Jakarta on September 2, 2016
EXECUTIVE HEAD
CAPITAL MARKET SUPERVISOR, sd
NURHAIDA

Copy in accordance with the original
Legal Director 1
Legal Department sd
Yuliana

APPENDIX
CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY NUMBER 35/SEOJK.04/2016 CONCERNING MANDATORY TENDER OFFERS AS A CONSEQUENCE OF TAKEOVERS OF PUBLIC COMPANIES IN SUPPORT OF THE LAW ON TAX AMNESTY

-2-
SHARE OWNERSHIP REPORT IN PUBLIC COMPANIES
TAXPAYER NAME :
TAXPAYER ADDRESS :
No. Name
Public Company
Share Ownership
Number of
Share Ownership
In the Name of
Taxpayer
(Number
Shares/%)
Not in the Name of
Taxpayer, through
...)
(Number of Shares /%)
Total Shares /%
(1) (2) (3) (4) (5) (6)
(a) PT ...
(b) Mr. ...
(3) + (5)
..............,............20...
Sd.
(Taxpayer Name)

Determined in Jakarta on September 2, 2016
EXECUTIVE HEAD
CAPITAL MARKET SUPERVISOR, sd
NURHAIDA

Copy in accordance with the original
Legal Director 1
Legal Department sd
Yuliana