ABRIDGE OF MERGER PLAN OF
PT CHANDRA ASRI PETROCHEMICAL TBK AND
PT STYRINDO MONO INDONESIA
THIS ABRIDGE OF MERGER PLAN IS IMPORTANT TO BE CONSIDERED BY SHAREHOLDERS OF PT CHANDRA ASRI PETROCHEMICAL TBK
("CAP") AND PT STYRINDO MONO INDONESIA ("SMI") IN MAKING DECISIONS AT THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS ("EGMS") OF THE RESPECTIVE COMPANIES WHICH WILL BE HELD ON 7 DECEMBER 2020 IN RELATION WITH THE PLANNED
MERGER OF CAP AND SMI.
IF YOU HAVE DIFFICULTY IN UNDERSTANDING THIS ABRIDGE OF MERGER PLAN, OR HAVE DOUBTS IN MAKING A DECISION, YOU ARE
ADVISED TO CONSULT WITH A PROFESSIONAL ADVISOR.
PT Chandra Asri Petrochemical Tbk | PT Styrindo Mono Indonesia |
Head Office | Head Office |
Wisma Barito Pacific Tower A, 7th Floor | Wisma Barito Pacific Tower A, 7th Floor |
Jl. Letjen S. Parman Kav. 62-63 | Jl. Letjen S. Parman Kav. 62-63 |
Jakarta 11410 | Jakarta 11410 |
Phone: +62 21 530 7950 | Phone: +62 21 530 7950 |
Fax: +62 21 530 8930 | Fax: +62 21 530 8930 |
Website: http://www.chandra-asri.com | |
E-mail:investor-relations@capcx.com |
CAP Plant | SMI Plant |
Jl. Raya Anyer KM. 123 | Mangunreja Village |
Gunung Sugih Village | Pulo Ampel District |
Ciwandan District | Serang District, 42456 |
Cilegon City, 42447 | Banten |
Banten | |
Main Business Activities: | Business activities: |
Petrochemical | Petrochemical |
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
ESTIMATED SCHEDULE
No. | Activities | Implementation |
1. | 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. | ||
2. | Estimated date of Effective Statement from OJK on Merger plan. | December 1, 2020 |
3. | 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. | ||
4. | 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. | 2020 | |
(if this period is extended, CAP will | ||
make an announcement on such | ||
change) | ||
5. | Effective Date of Merger | January 1, 2021 or other date as |
agreed by CAP and SMI | ||
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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 | ||
Companies. | ||
Business Permit | : | 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 | ||
defined below). | ||
Surviving Company | : | CAP. |
Merger Participating Companies | : | CAP and SMI. |
Merging Company | : | 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. | ||
BNRI | : | State Gazette of the Republic of Indonesia. |
CAP | : | PT Chandra Asri Petrochemical Tbk. |
The Directorate General of Taxes | : | The Directorate General of Taxes, the Ministry of Finance of the |
Republic of Indonesia. | ||
Subsidiaries | : | Company(ies) whose financial statements are consolidated with |
CAP in accordance with accounting standards prevailing in | ||
Indonesia. | ||
e-RUPS | : | 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 | ||
Operational Permits. | ||
Business Permit | : | 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 | ||
Permit. | ||
MoLHR | : | Ministry of Law and Human Rights of the Republic of Indonesia, as |
amended from time to time. | ||
KSEI | : | PT. Kustodian Sentral Efek Indonesia. |
Depository and Settlement Institution | : | The party conducting central custodian activities for custodian bank, |
securities companies. |
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MoF | : | 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 | : | 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 | ||||||||
dated | ||||||||
January 4, 2000 regarding Business Merger or Business | ||||||||
Consolidation. | ||||||||
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 | ||||||||
amended | by | Minister | of | Finance | Regulation | No. | ||
205/PMK.010/2018. | ||||||||
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, | ||||||||
2016. | ||||||||
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, | ||||||||
2020. | ||||||||
PP No. 27/1998 | : | Government Regulation No. 27 of 1998 regarding Merger, | ||||||
Amalgamation and Acquisition of Limited Liability Company. | ||||||||
PSAK | : | Statement of Financial Accounting Standards. | ||||||
Merger Plan | : | A Merger Plan prepared jointly by CAP and SMI. | ||||||
EGMS | : | Extraordinary General Meeting of Shareholders. | ||||||
AGMS | : | Annual General Meeting of Shareholders. | ||||||
SMI | : | PT Styrindo Mono Indonesia. | ||||||
Effective Date of Merger | : | January 1, 2021 or other date as agreed by CAP and SMI. | ||||||
Affiliated Transactions | : | Transactions as defined in POJK No. 42/2020. | ||||||
Manpower Law | : | 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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PT Chandra Asri Petrochemical Tbk published this content on 13 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 October 2020 04:04:07 UTC