BUSINESS LAW

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.