THIS BUSINESS MERGER IS CARRIED OUT BY TAKING INTO ACCOUNT THE INTEREST OF EACH MERGER PARTICIPATING COMPANY, THE PUBLIC AND FAIR COMPETITION IN CONDUCTING BUSINESS, AS WELL AS PAYING ATTENTION TO THE FULFILLMENT OF RIGHTS OF PUBLIC SHAREHOLDERS AND EMPLOYEES.
THIS ABRIDGE OF MERGER PLAN IS JOINTLY PREPARED BY THE RESPECTIVE BOARD OF DIRECTORS OF EACH COMPANIES AFTER THE
PROPOSED MERGER PLAN OF EACH MERGER PARTICIPATING COMPANY HAS BEEN APPROVED BY THE RESPECTIVE BOARD OF
COMMISSIONERS OF THE MERGER PARTICIPATING COMPANIES.
THIS ABRIDGE OF MERGER PLAN HAS BEEN APPROVED BY THE RESPECTIVE BOARD OF COMMISSIONERS OF CAP AND SMI ON 9 OCTOBER
2020, BUT HAS NOT RECEIVED AN EFFECTIVE STATEMENT FROM THE FINANCIAL SERVICES AUTHORITY (OTORITAS JASA
KEUANGAN/"OJK") AND HAS NOT BEEN APPROVED BY THE RESPECTIVE SHAREHOLDERS OF CAP AND SMI.
IN THE EVENT THAT THE GENERAL MEETING OF SHAREHOLDERS DOES NOT APPROVE THIS MERGER PLAN, THEN IN ACCORDANCE WITH THE APPLICABLE LAW, THE MERGEN PLAN MAY ONLY BE RESUBMITTED TO OJK WITHIN 12 (TWELVE) MONTHS AFTER THE HOLDING OF EGMS OF CAP AND SMI TO BE HELD ON 7 DECEMBER 2020.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE MERGER PARTICIPATING COMPANIES ARE FULLY RESPONSIBLE
FOR THE AUTHENTICITY OF ALL MATERIAL INFORMATION OR FACTS CONTAINED IN IN THE MERGER PLAN AND CONFIRM THAT AFTER
HAVING SUFFICIENT INQUIRY, NO RELEVANT MATERIAL OR FACTS PRESENTED CAUSES ANY MATERIAL INFORMATION OR FACTS
DISCLOSED IN THIS MERGER PLAN TO BE INCORRECT AND MISLEADING.
This Abridge of Merger Plan is published on 13 October 2020
The last date of shareholders' recording in CAP's register of
November 11, 2020
Shareholders who are entitled to attend EGMS, and who have the
right to sell their shares.
Estimated date of Effective Statement from OJK on Merger plan.
December 1, 2020
a. EGMS of CAP and SMI.
December 7, 2020
b. The Board of Directors of CAP and SMI signed the Deed of
Merger based on a draft of Deed of Merger already approved
by the EGMS.
The period of statement of intent to sell from CAP's shareholders who
December 8, 2020 - December 10,
disagree and intend to sell their shares.
(if this period is extended, CAP will
make an announcement on such
Effective Date of Merger
January 1, 2021 or other date as
agreed by CAP and SMI
DEFINITION AND ABBREVIATION
Deed of Merger
A deed drawn up before notary in Indonesian and the draft of deed
shall obtain approval of EGMS of respective Merger Participating
Registration issued to the business actor to commence and run
business and/or activities and issued in form of approval contained
in form of letter/decision or fulfillment of requirements and/or
statement of the business actor to fulfill the requirements of the
Business Permit and/or Commercial or Operational Permit (as
Merger Participating Companies
CAP and SMI.
IDX or Stock Exchange
A party that organizes and provides a system and/or facility to bring
together the sale and purchase offers of securities of the other
parties with the objective to trade the securities between them, that
in this case is PT Bursa Efek Indonesia, having its domicile in South
Jakarta, or their successors and assigns.
State Gazette of the Republic of Indonesia.
PT Chandra Asri Petrochemical Tbk.
The Directorate General of Taxes
The Directorate General of Taxes, the Ministry of Finance of the
Republic of Indonesia.
Company(ies) whose financial statements are consolidated with
CAP in accordance with accounting standards prevailing in
Electronic systems or means used to support the provision of
information, implementation and reporting of the general meeting of
shareholders of the Public Company.
Commercial or Operational Permit
The permit issued by the Online Single Submission ("OSS")
institution for and on behalf of the minister, the head of institution,
governor or district head/mayor after the business actor obtains
Business Permit and to carry out the commercial or operational
activities to fulfill the requirements and/or the business actor to fulfill
the requirements of Business Permit and/or Commercial or
The permit issued by OSS institution for and on behalf of the
minister, head of institution, governor, or district head/mayor after
the business actor submits the application for registration and to
commence the business and/or activity until before the
implementation of the commercial or operational activities by
fulfilling the requirements and/or business actor to fulfill the
requirements of Business Permit and/or Commercial or Operational
Ministry of Law and Human Rights of the Republic of Indonesia, as
amended from time to time.
PT. Kustodian Sentral Efek Indonesia.
Depository and Settlement Institution
The party conducting central custodian activities for custodian bank,
The Minister of Finance of the Republic of Indonesia, as amended
from time to time.
Ministry of LHR
Minister of Law and Human Rights of the Republic of Indonesia, as
amended from time to time.
Financial Services Authority/Otoritas Jasa
The independent institution as referred to in the Law No. 21 of 2011
Keuangan or OJK
regarding Financial Services Authority ("Law on OJK"), which
duties and authorities cover the regulation and supervision of the
financial service activities in the banking sector, capital market,
insurance, pension fund, financial institution and other financial
institutions, where as of December 31, 2012, OJK is an institution
substituting and receiving the rights and obligations to carry out the
regulation and supervisory functions of the Capital Market
Supervisory Board ("Bapepam") and/or Bapepam and Financial
Institution ("Bapepam-LK") in accordance with the provisions in
Article 55 of the Law on OJK.
Merger of business from SMI to CAP.
Regulation of BEI No. I-G
The Regulation No. I-G, Appendix to Decree of the Board of
Directors of the Jakarta Stock Exchange No. Kep-001/BEJ/012000
January 4, 2000 regarding Business Merger or Business
PMK No. 52/PMK.010/2017
Minister of Finance No. 52/PMK.010/2017 regarding Use of Book
Value for Transfer and Acquisition of Assets in the Context of
Business Merger, Consolidation, Expansion or Acquisition as
POJK No. 33/2014
Regulation of OJK No. 33/POJK.04/2014 regarding Board of
Directors and Board of Commissioners of Issuers or Public
Companies dated December 8, 2014.
POJK No. 31/2015
Regulation of OJK No. 31/POJK.04/2015 regarding Disclosure of
Information or Material Facts by Issuers or Public Companies dated
December 22, 2015.
POJK No. 74/2016
Regulation of OJK No. 74/POJK.04/2016 regarding Business
Merger or Amalgamation of Public Companies dated December 28,
POJK No. 30/2017
Regulation of OJK No. 30/POJK.04/2017 regarding Buyback of
Shares Issued by Public Companies dated June 22, 2017.
POJK No. 15/2020
Regulation of OJK No. 15/POJK.04/2020 regarding Plan and
Holding of General Meeting of Shareholders of Public Companies
dated April 21, 2020.
POJK No. 42/2020
Regulation of OJK No. 42/POJK.04/2020 regarding Affiliated
Transactions and Conflict of Interest Transactions dated July 2,
PP No. 27/1998
Government Regulation No. 27 of 1998 regarding Merger,
Amalgamation and Acquisition of Limited Liability Company.
Statement of Financial Accounting Standards.
A Merger Plan prepared jointly by CAP and SMI.
Extraordinary General Meeting of Shareholders.
Annual General Meeting of Shareholders.
PT Styrindo Mono Indonesia.
Effective Date of Merger
January 1, 2021 or other date as agreed by CAP and SMI.
Transactions as defined in POJK No. 42/2020.
Law No. 13 of 2003 dated March 25, 2003 regarding Manpower,
State Gazette of the Republic of Indonesia No. 39 of 2003,
Supplement No. 4279.
Capital Market Law
Law No. 8 of 1995 dated November 10, 1995 regarding Capital
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