INDONESIA Law and Practice Contributed by: Agus Ahadi Deradjat, Gustaaf Reerink and Adri Dharma, ABNR Counsellors at Law
6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview Merger Control
warrants and other share derivatives issued by the listed company for conversion into shares of the listed company; • the listed company is required to list all the shares issued, and to have fully paid for the company listing unless otherwise stipulated by laws and regulations; • shares that can be traded on the IDX are scripless; • a listed company is prohibited from carrying out a stock split or reverse stock split for at least 12 months after its shares are listed on the IDX; • the share price at the time of initial listing is at least IDR100; and • the prospective listed companies are required to register equity securities with the KSEI. To remain listed, a listed company must meet the fol - lowing requirements: • the free-float shares total at least 50 million, and at least 7.5% of the total number of registered shares; and • the shareholders total at least 300 customers who hold a single investor identification. Generally, a foreign investor in a business in this jurisdiction is not subject to the requirements under applicable securities laws and regulations, and may purchase shares in Indonesian-listed companies. However, there are limitations on ownership by for - eign investors in certain industries, such as banking and other financial industries, even if the companies are listed. 5.3 Investment Funds The FDI rules subject funds to foreign investment limitations. There are no exemptions, as the author - ity would only take into account the nationality of the investor even if structured as an investment fund. As an alternative, albeit subject to the sectoral regula - tions governing the business of the companies, for - eign investors can invest through a mutual fund ( reksa dana ) established by a local investment manager.
Merger control in Indonesia is governed primarily by Law No 5/1999 on the Prohibition of Monopolistic Practices and Unhealthy Business Competition, as amended by the Job Creation Law (the “Indonesian Competition Law” (ICL)), government regulations and Indonesia Competition Commission ( Komisi Penga- was Persaingan Usaha (KPPU)) regulations and guide - lines. The KPPU is a quasi-judicial body responsible for the enforcement of the ICL, which grants authority to the KPPU to investigate or examine allegations of monopolistic practices or unfair business competition reported by the public or by undertakings, or on its own initiative, and to subsequently issue decisions and impose sanctions. The KPPU enforces the afore - mentioned merger control legislation. All types of FDI trigger a notification if all the crite - ria for notification of the KPPU are met. There are no exemptions available for specific categories of foreign investors or investments. Mergers, consolidations and acquisitions are subject to notification of the KPPU. A merger is a juridical act whereby one or more undertaking merges with another undertaking, resulting in assets and liabilities being transferred by operation of law to one undertak - ing, and with the legal status of the other undertaking ceasing by operation of law. Consolidation is a juridical act whereby two or more undertakings join together to establish a new under - taking that obtains the assets and liabilities from the consolidating undertaking by operation of law, and with the legal status of the consolidating undertaking ceasing by operation of law. Acquisition is a juridical act whereby an undertaking acquires the shares or assets of another undertak - ing, resulting in a change of control of the undertaking or the assets thereof. It is generally assumed that a
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