Negotiation on the Proposed Sale of Shares Owned by the Company in PT Asuransi Multi Artha Guna Tbk

28 June 2016

On June 27, 2016, there was a negotiation on the proposed sale of 806,103,041 shares owned by the Company (the “Proposed Shares Sale”) in PT Asuransi Multi Artha Guna Tbk. (“AMAG”).

Negotiation with respect to the Proposed Shares Sale as set forth in the Conditional Sale and Purchase Agreement in respect of shares in PT Asuransi Multi Artha Guna Tbk. dated 27 June 2016 ("CSPA").

Type of Assets for Sale

A total of 806,103,041 shares owned by the Company in AMAG which represents 16.1% of the paid-up capital of AMAG.

Transactions Value

The sale of shares will be made at the total price of Rp435,160,523,405.  

The Transacted Parties​

  1. Sellers
  • The Company;
  • Dana Pensiun Karyawan PT Pan Indonesia Bank;
  • PT Paninvest Tbk., domiciled in West Jakarta; and
  • PT Panin Geninholdco, domicilied in Central Jakarta.

       2. Purchaser

  • Fairfax Asia Limited, a company incorporated under the laws of Barbados and having its registered address at Worthing Corporate Centre, Worthing Main Road, Christ Church BB15008 Barbados (hereinafter referred to as "Fairfax Asia").

Affiliate  Relationship

There is no affiliate relationship between the Company and Fairfax Asia.

 

​The Proposed Share Sales which is subject to several conditions, including the approval for change of controller and shareholder from the Financial Services Authority (Otoritas Jasa Keuangan or “OJK”), will cause the Company no longer be a shareholder of AMAG.

Implementation of the Proposed Shares Sale will not affect the operational activity or the business continuity of the Company. The Proposed Shares Sale will increase the Company’s fund (cash on hand) which will be used for operational activity of the Company. 

The implementation of the Proposed Shares Sale is subject to the conditions precedent set out in the CSPA. The mentioned conditions precedent, among others, are as follows:

  • OJK approval for the change of controller and change of shareholders in AMAG;
  • OJK approval on fit and proper tests of the new controller, Directors and Commissioners of AMAG; and
  • the receipt of approval from the General Meeting of Shareholder of AMAG on the change of controller and the composition of the Board of Directors and Board of Commissioners of AMAG.

In relation to the proposed sale and purchase of shares in AMAG, Fairfax Asia will announce the negotiation stage of such acquisition in accordance with the provisions of Bapepam-LK Rule No. IX.H.1 on Acquisition of Public Company (“Rule IX.H.1”) (“Negotiation Announcement”).

As will be stated in the Negotiation Announcement, upon the completion of sale and purchase of shares in AMAG, Fairfax Asia will have 80% of the total issued share capital of the AMAG and therefore its shares ownership in AMAG would reach the maximum foreign shareholding limit in an insurance company as regulated under Government Regulation No. 73 of 1992 on the Implementation of Insurance Business Activity as amended by Government Regulation No. 63 of 1999, Government Regulation No. 39 of 2008 and Government Regulation No. 81 of 2008 ("Government Regulations") and Presidential Decree No. 44 of 2016 on List of Business Fields That Are Closed and Business Fields That Are Open with Conditions to Investment (“Presidential Decree No. 44/2016”). Hence, pursuant to article 6 letter a number (11) of Rule IX.H.1, Fairfax Asia is not obliged to carry out a mandatory tender offer, as acquiring any remaining shares in AMAG via mandatory tender offer will contradict with the prevailing laws and regulations (i.e, the maximum foreign ownership limit under the Government Regulations and the Presidential Decree No. 44/2016).