Exemption from mandatory tender offer requirement for tax amnesty participants

The Financial Services Authority (OJK) recently showed its support for the government's tax amnesty programme by issuing Circular Letter 35/SEOJK.04/2016 regarding Mandatory Tender Offers as a Result of Public Company Acquisitions in the Framework of Support for the Law on Tax Amnesty (dated September 2 2016).

The circular letter exempts any investor that becomes the controller of a public company (with direct or indirect control) through an acquisition from the obligation to conduct a tender offer.

The exemption is meant to be an incentive for investors that control public companies through nominees to participate in the tax amnesty programme and become direct shareholders. As participants of the tax amnesty programme, investors are exempt from the tender offer obligation when they disclose their ownership and declare their shares in their own name. The circular letter also removes the requirement that the respective public company discloses information regarding its change of controller.

To enjoy the exemption, an investor must submit to the OJK:

• a copy of the asset declaration letter for tax amnesty, together with information on its share ownership in the public company in the format set out in the circular letter's attachment. This information must be submitted no later than 10 business days from the date of the asset declaration letter for tax amnesty; and
• a statement undertaking to transfer all of the shares held by the nominee to the investor's own securities account.

The circular letter took effect on September 2 2016. Its effective period will end 20 business days after March 31 2017.

For further information on this topic please contact Novario Asca Hutagalung at Ali Budiardjo, Nugroho, Reksodiputro by telephone (+62 21 250 5125) or email ([email protected]). The Ali Budiardjo, Nugroho, Reksodiputro website can be accessed at www.abnrlaw.com.

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