BRI CONSULTATION TO COMMISSION ABOUT
ACQUISITION OF AGRONIAGA BANK
ROSYANA
RESKY PURWONO
RISKA ASIZAH
HASFIAH. Z
ACCOUNTING DEPARTMENT
STATE POLYTECHNIC OF UJUNG PANDANG
2013
ACKNOWLEDGEMENT
Assalamu
Alaikum WR. WB.
Praise to God
always prayers were offered to God. for any overflow of mercy, grace and power
granted to authors. Every breath and heartbeat composer is a gift from Him.
Favors time, thought, and effort given him no measurable so that the paper can
be resolved.
In preparing
this paper authors find many obstacles yet attempted pass compiler, because it
may be a paper entitled "Relationship Headquarters and Branch" is far
from perfection, so that the drafters expect criticism and constructive
suggestions for the perfection of this paper.
With the
completion of this paper the authors would like to express our gratitude to
those who helped the completion of this paper, namely:
1. Parents of drafters were very helpful with
how to give a good boost of moral and material;
2. Friends who has always given enthusiasm and
assistance in preparing this paper.
Drafters hope
that this paper can provide benefits and do not forget authors apologize for
the imperfections of this paper. This is due to the powerlessness and lack
substituents.
Final words
thank from authors.
Makassar,
2013
Compiler
TABLE OF CONTECT
COVER....................................................................................................................... i
ACKNOWLEDGEMENT.......................................................................................... ii
TABLE OF CONTECT.............................................................................................. iv
CHAPTER I INTRODUCTION................................................................................. 1
A. Background ......................................................................................................... 1
B. Problem Statement .............................................................................................. 2
C. Objective Of Problem ......................................................................................... 3
CHAPTER II LITERATURE REVIEW...................................................................... 4
A. Discussion ........................................................................................................... 4
1. Definition of Bank ......................................................................................... 4
2. Types of Bank ............................................................................................ 5
3. Types of Bank Mergers .................................................................................. 5
4. Legal History Acquisition in
Indonesia...........................................................6
B. Analysis of Problem........................................................................................... 11
1. Why Bank Rakyat Indonesia to
acquire Bank Agroniaga?........................... 11
2. What is the basic law to
acquisition of BRI Bank? ...................................... 14
CHAPTER III CONCLUSSION AND
SUGGESTION........................................... 15
A. Conclusion ........................................................................................................ 15
B. Suggestion ........................................................................................................ 15
REFERENCES......................................................................................................... 16
CHAPTER I
INTRODUCTION
A.
Background
For people who
live in developed countries, such as countries in Europe, America and Japan,
heard a word “bank” have not a exotic. Bank is already be a partner to meet all
of their financial needs. Bank used as a place to perform some transactions
which related with financial such, places to securing money, make investments,
remittances, make payments or perform billing.
Besides, the role
of banking is very influence economic activity of a country. Bank can be
regarded as blood of a country's economy. Therefore the progress of a bank in a
country may also be used as a measure of progress that country. The more
developed a country, the greater the role of banks in controlling the country.
That is, the existence of the banking world are increasingly required
government and his peop.
Differ with
developing countries, such as Indonesia, an understanding of the new bank in
this country just slightly. Most people only understand the bank extent where
borrowing and save money regularly. In fact, sometimes some people did not
understand the bank as a whole, so that the view of the bank is often
interpreted incorrectly. The rest many people who do not understand at all
about the world of banking.
All of this is
understandable because introduction of the banking sector as a whole on the
community is very minimal, so it is not surprising collapse of banking world
can not be separated from the less understand of bank manager in the country in
understanding the banking world as a whole.
In today's modern
world, the role of banks in promoting the economy of a country is very large.
Almost all sectors related to some activities of financial always require the
services of the bank and also considering the banking world who manage a
business trust.
The issue of
trust is a sensitive issue, therefore, should be kept out of the things that
are negative. That is, when people do not believe anymore to one bank, then the
impact would be detrimental to the bank. This belief caused by activities
involving public money. For banks that are otherwise healthy it is very
beneficial because it can raise the prestige in the eyes of its customers or
prospective customers. But for banks that are not healthy for some periods it
is advisable to carry out the business combination.
In practice
merger in the banking world not only for banks that are considered not only
healthy, but also a healthy bank can also join with the other banks in
accordance with the objectives of the bank. For example Bank BRI who want to
acquire Agroniaga this time. So that in this paper the authors want to lift
"BRI Bank consultation to the Commission about acquisition Agroniaga
Bank".
B.
Problem Statement
Based on the description
of the background, the formulation of the problem that represents the contents
of the analysis of the problem or can be said the frame is:
1.
Why Bank Rakyat Indonesia to acquire Bank Agroniaga?
2.
What is the basic law to acquisition of BRI Bank?
C.
Objectives Of The Paper
The Objectives of the paper is:
1.
To find out the reasons why the Bank Rakyat Indonesia and Agroniaga
Bank want to make acquisitions.
2.
To find out what basic law BRI bank acquisitions.
CHAPTER II
LITERATURE REVIEW
A.
Discussion
1.
Definition of Bank
Definition of
bank was originally known is the table where the exchange of money. Then the
sense is growing that the storage of money and so on. This understanding is not
wrong, because the understanding at that time in accordance with the bank's
activities at the time. However, the modern development of the banking sector,
the bank definition was changed as well.
In simple terms
the bank is defined as a financial institution whose business activities are
collecting funds from the public and distribute those funds to the community
and provide other banking services.
Then according
Kasmir (2005:9) "Financial institution means any company engaged in the
financial sector where the activity is whether just or simply raise funds or both
to collect and distribute funds".
In addition the
bank also confirmed in terms of law No. 7 of 1992, Chapter 1.1, namely:
"Banks are
business entities that raise funds from the public in the form of deposits, and
distribute it to the public in order to improve the living standard of the
people."
1.
Types of Bank
As for type of
banking today when viewed from some aspects, among others:
a.
In terms of its function:
1)
Commercial Bank;
2)
Rural Bank (BPR).
b.
In terms of ownership:
1)
Government-owned banks;
2)
National private banks;
3)
Bank-owned cooperatives;
4)
Foreign-owned banks;
5)
Bank proprietary blend.
c.
In terms of its status:
1)
Bank foreign exchange;
2)
Bank nondevisa.
d.
Viewed in terms of how to determine the price:
1)
Bank is based on the principle of conventional
(Western);
2)
Banks are based on Islamic principles (Islam).
2.
Types of Bank Mergers
a.
Consolidation;
Consolidation has been a lot of concepts put forward by the experts,
through his work, respectively. However, if considered carefully, these
concepts demonstrate the equation as an example, according to Kashmir
(2005:53), "Consolidation is a consolidation of two or more banks by
setting up a new bank and liquidate banks that join the consolidation without
first liquidating first.
b.
Acquisition;
According to Friedman, Jack P in Fuady, Munir (1999:37), "As for the
meaning in conjunction with the acquisition of the company is a takeover
interest controller (controlling interst) in another company."
c.
Merger;
In his book Kasmir (2005:52), the notion of merger is a merger of two or
more banks by continuously maintaining the existence of one of the
participating bank mergers and dissolve other banks without liquidate
first."
The overlay can be done by combining all of the shares of other banks
joined together with selected banks to be banks that will be maintained.
3.
Legal History Acquisition in Indonesia
In the history of
the existing, often written in conjunction with the acquisition of the merger
history (and also consolidation). Terms of acquisition and mergers (A & M)
as if the two things that are inseparable, like two sides of a coin.
Limited Liability
Companies Act No. 1 of 1995 (Company Law) is a history of the legal stick
acquisitions and mergers. Therefore, the Law on Limited Liability Companies
start is exactly what set of acquisitions and mergers are fairly comprehensive
in level legislation. Even though the acquisition stage of history, there is
also a setting earlier acquisitions and mergers, but it is new and sectoral
level is still at the level of regulation under the Act. By him, the legal
history of the acquisition and merger of companies in Indonesia, can be divided
into two (2) periods as follows:
a.
The period Pre Law of Limited Liability Company
In Indonesian
legal history of acquisitions and mergers are still relatively new. In the
level of legislation, regulation of mergers and acquisitions in Indonesia started
since the enactment of Law No. 1 of 1995 on Limited Liability Companies.
However, it does
not mean that before the Law on Limited Liability Companies No. 1 in 1995,
acquisitions and mergers are not done in Indonesia. because, in fact, the
practice of mergers and acquisitions in Indonesia have started to do well in
advance. Mergers and acquisitions practice before the enactment of the Company
Law No. 1 of 1995 limited essentially based on a legal basis as follows:
b.
Legal basis Contractual
There are two
kinds of provisions in the Civil Code, namely:
1)
Provision of engagement in general
Stipulated in the Civil Code does not specifically about the acquisition
agreement and the merger. So, there is no single article that talks about the
acquisition agreement and general merger. Determinate about this commitment set
starting in 1233 up to and including section 1456.
2)
Provisions of the purchase agreement
In an ideal acquisition between companies are often for technical
implementation also required the sale and purchase of shares. That's why in
chapter 11 of the decision of the Minister of Finance No. 222/KMk.017/1993 on
Requirements and Procedures for Acquisition Merger, Consolidation and
Acquisition Bank, determined that one of the documents that must be attached to
the request for approval of acquisition and mergers (fixed license) in addition
to the deed of acquisition and merger agreement, deed of sale’s stock.
c.
Basic Law of Special Business Session
There are
certain areas of a limited liability company that has its own legal basis
before the company law No. 1 of 1995 Limited. Field of acquisitions and mergers
are regulated directly by legislation before the birth Undang-Undang No. 1 of
1995 is a limited liability bank.
For acquisitions
and mergers in the banking sector, the government has issued legislation, as
follows:
1)
Minister of Finance Decree No.
Kep.614/MK./II/8/1971, About Giving Allowance To Taxation National Private
Banks are Doing Merger (acquisitions and mergers);
2)
Minister of Finance Decree. 278/KMK.01/1989,
dated March 25, 1989, Consolidation and merger of the bank;
3)
Bank Indonesia Circular Letter No. 21/15/BPPP,
dated March 25, 1989, on Consolidation and merger efforts for the National
Private Commercial Banks, Development Banks and Rural Banks;
4)
Minister of Finance Decree No. 222/KM.017/1993,
dated 26 February 1993 on Conditions and Procedures for Acquisitions, mergers
and Consolidated Bank. Replaces Decree No. 278/KMK.01/1989 above.
Then for
acquisitions, mergers and consolidation of the banking sector, issued the
following regulations:
a)
Government Regulation No. 28 of 1999, dated May
7, 1999, regarding acquisition and merger, consolidation and acquisition of
banks;
b)
Bank Indonesia Decree No. 32/52/KEP/DIR dated
May 14, 1999, concerning Requirements and Procedures for Acquisitions and
Mergers, consolidation and acquisition of commercial banks;
c)
Bank Indonesia Directors Decree No.
32/52/KEP/DIR, dated May 14, 1999, on conditions and procedures for the
acquisition and the Merger, Consolidation, and Acquisition Credit Bank.
Practice
acquisition and mergers occur when the Indonesian republic government overhaul
of Dutch companies that were nationalized in the late 1950s. When it is also The Big Five of Dutch company install by
the government of the Republic Indonesia. The
the Big Five are:
a)
Borsumji;
b)
Jacobarg;
c)
Geo Wehri;
d)
Lindateves; and
e)
Internatio.
d.
Period Post Limited Liability Company Law
Limited Liability
Company Law No. 1 of 1995 regulates the acquisition and merger with fairly
comprehensive. Era can be said to acquisitions and mergers after the release of
the Law on Limited Liability Company No. 1 of 1995 is recorded in the history
of business law as an era of legal certainty for acquisitions and mergers. As
equally known that one of the mainstays of the Limited Liability Company Act
which are not owned by the articles in the book about the Limited Liability
Company Law Commercial Law is the regulation regarding the merger acquisition
and Limited Liability Company Law No. 1 of 1995 that regulates the acquisition
and merger, acquisition and consolidation starting from Article 102 to Article
109 and Article 76 of the kourum and voting in the general meeting of
shareholders for the acquisition and merger and consolidation.
As we know that
the Law on Limited Liability Companies used the term "Merger" for
acquisitions and mergers, "Takeover" and "Fusion" to
consolidation.
In addition, on
the 24th of February, 1998, has also issued Government Regulation No. 27 of
1998 which embodies the provisions of the Law on Limited Liability Company No.
1 of 1995. however, the Government Regulation No. 27 of 1998 is just special
regulate acquisitions, mergers and consolidation for companies where mergers
and consolidation is not done prior liquidation. For according to the Law on
Limited Liability Companies, Mergers and consolidation can be done with or
without prior liquidation action is taken.
In the banking sector,
as noted above, after the enactment of the Law on Limited Company No. 1 of
1995, has issued several regulations relating to acquisitions and mergers,
particularly on bank mergers and acquisitions, as mentioned above, as follows:
1)
Government Regulation No. 28 of 1999, dated May
7, 1999, regarding acquisition and merger and consolidation Bank;
2)
Bank Indonesia Decree No. 32/52/KEP/DIR tanggl
May 14, 1999, on conditions and procedures for the acquisition and merger and
consolidation of Commercial Banks;
3)
Bank Indonesia Directors Decree No.
32/52/KEP/DIR, dated May 14, 1999, concerning Requirements and Procedures for
Acquisitions and Mergers, consolidation, and acquisition credit bank.
Meanwhile, in
the capital market, if the mergers and acquisitions involving public companies,
it has come out the following rules:
1)
Capital Market Law No. 8 of 1995;
2)
Decision of the Chairman of Bapepam No.
KEP.52/PM/1997 (Regulation No. 1X.G.1) about merging or resurfacing Business
Enterprises Public Company or the Issuer;
3)
Bapepam Decision No. KEP. 05/PM/2000 (Regulation
No. IX.E.2) on Material Transactions and Change of Main Business Activities,
which replaces the Chairman of Bapepam No. s-456/PM/1991;
4)
Decision of the Chairman of Bapepam No.
KEP.12/PM/1997 (Regulation IX.E.1) on transactions in the form of Concerns;
5)
Decision of the Chairman of Bapepam No.
KEP.04/PM/2000 (Regulation No. IX.H.7) concerning the Tender Offer, which
replaces a previous rule.
B.
Analysis of Problem
1. Why Bank Rakyat Indonesia to
acquire Bank Agroniaga?
Because With
acquisition of BRI Bank and
Agroniaga Bank will be improved
and grew into the largest bank based on the amount of profits. The acquisition
process is declared to be completed around June 2010. BRI is expected later be
mastered about 70% of existing shares. However, there are still several
obstacles that hinder the plan. Process be decrease because there are small
obstacles such as replacement directors in the BRI issue, "said President Director of Bank
Agroniaga Pack M Arief after the AGM at the Manhattan Hotel, Jakarta, Wednesday
(26/5/2010).
In addition, the AGM
held today shareholders have agreed not to distribute dividends from net income
in 2009. The profits will be used retained earnings to strengthen the company's
capital. In 2009, the company posted a net profit of Rp 2.19 billion, an
increase of 157.47 percent of acquisition net loss in 2008 of Rp 3.8 billion.
AGM also approved the appointment of an independent
commissioner Bachri Ansjori as replacing HS Sutomo Sunartadjardja. Thus the
management of the Company is as follows:
a. Commissioner : Roswita Nilakurnia
b. Commissioner : JSiswanto
c. Commissioner : Bachri Ansjori
d. Director : Kemas M Arief
e. Director : Lisa A Wardhana
f. Director : Sjahfiri Gaffar
Agro Bank recorded a Net Profit of Rp.
2,199 million for the period December 31, 2009 or Rp. 0.69 per share. This
shows a significant increase of 157.47% compared to the same period in 2008
which recorded a net loss of Rp. 1.63 per share.
"The increase is sustained
increase in net interest income and a decrease in the company," said Kemas
M Arief, Director of Agro Bank, after the AGM in Jakarta, Wednesday (26/5).
In
addition, deposits Deposits in Bank Agro is also growing. An increase of 13.45%
compared to the same position for the period December 31, 2008. This increase
is a positive trend for this company. "It is still the dominant deposits,
current accounts and savings but recorded a higher increase," he said.
Meanwhile,
PT Agroniaga Bank Tbk plans to hold a rights issue in 2011 and issue bonds
worth Rp 150 billion in the next year. This is to strengthen the company's
capital. "We're going rights issue in 2011 and issue bonds in 2012,"
said Kemas.
According to him, the two corporate actions were taken to strengthen the
bank's capital owned Plantation Pension Fund (Dapenbun). The Company plans to
discuss two things with BRI after the acquisition is completed.
On the same occasion, for the credit,
Operations Director of Bank Agro Sjahfiri Gaffar states until the first quarter
of 2010 the company has not extending credit. Total bank credit is still the
same as the number at the end of 2009, the Rp 1.9 trillion. The credit loans
are still dominated by small and medium micro enterprises (SMEs) in the plantation
sector and agriculture.
While the position of non-performing
loans or non-performing loan (NPL), the company is in the position of 4.9 per
cent (nett). "Indeed, in the first quarter of 2010 was still below the
target, should have been Rp 2.1 trillion," he said. (Boy).
2.
What is the basic law to acquisition of BRI Bank?
In the Indonesian legal system, about this acquisition is governent by
certain laws and regulations that are the basic law. the regulation are:
a.
Limited Liability Company Law No. 1 of 1995;
b.
Banking Act No. 7 of 1992 as amended;
c.
Legislation in the field of banking in addition to the
Banking Law;
d.
Civil Code of the Agreement;
e. Some special rules with
respect to the special status of the company or bank that will acquisition.
CHAPTER III
CONCLUSION AND SUGGESTION
A.
Conclusion
1. With acquisition where did of Bank BRI and Bank
Agroniaga then Agroniaga’s performance will be improved and grew into the
largest bank based on the amount of profits.
2. Legal basis for the acquisition is a Limited Liability
Company Law No. 1 of 1995 and the Banking Act No.10 of 1998.
B.
Suggestion
1. Preferably in running major corporate banks
should pay attention to the community trust, because trust is an invaluable
asset as well.
2. In the acquisition of the bank should be maintained
community name is still well regarded and has not made mistakes before, so that
the acquisition can result in permanent excision of the banking world.
REFERENCES
Euvani Harifaningsih. 22 Oktober 2010. BRI konsultasi ke KPPU
soal akuisisi Bank Agroniaga.
[Internet] http://Bataviase.co.id,diakses ,
diakses 24 Desember 2010.
Fuady, Munir. 1999. Hukum Perbankan Modern: Berdasarkan Undang-
undang Tahun 1998. Bandung:
Penerbit PT. Citra Aditya Bakti
-----------------.2003. Hukum Perbankan Modern: Buku kesatu.
Bandung :
Penerbit PT. Citra Aditya Bakti.
Kasmir. 2005. Pemasaran Bank.
Jakarta: Kencana.
