INDONESIA Law and Practice Contributed by: Chandrawati Dewi, Gustaaf Reerink and Bilal Anwari, ABNR Counsellors at Law
2.6 Calculations of Jurisdictional Thresholds
Acquisitions of minority or other interests not resulting in a change of control are not subject to these rules. 2.5 Jurisdictional Thresholds The jurisdictional thresholds for notification are: • combined value of assets in Indonesia exceeds IDR2.5 trillion (approximately USD152.5 million or EUR132.5 million) or, if all undertakings involved in the transaction are active in the banking sector, IDR20 trillion (approximately USD1.22 billion or EUR1.06 billion); and/or • combined turnover in Indonesia exceeds IDR5 trillion (approximately USD305 million or EUR265 million) – Indonesian turnover includes sales of products produced domesti - cally and imported products (exported prod - ucts should be excluded from the calcula - tion). The jurisdictional threshold is one of the major changes introduced by the Regulation 3/2023. Previously, the assets threshold was calculated on a worldwide basis, rather than an Indonesian basis – although the threshold amount remains the same. If there is a 30% or greater change in the value of assets and/or sales from one year to the pre - vious year, the calculation of these values will be based on the average of the values over the past three years. Special jurisdictional thresholds are only avail - able for the banking sector, as mentioned.
Jurisdictional thresholds are calculated based on assets and turnover that are exclusively in Indonesia (see 2.5 Jurisdictional Thresholds ). If the sales or assets are booked in a foreign currency, the figures need to be converted using Bank Indonesia’s middle exchange rate on the closing date or the business day in Indonesia closest to the closing date. The thresholds should be based on book value (ie, audited financial statements of the relevant undertakings). However, if the undertakings do not record the assets and turnover that are exclusively in Indonesia in their audited financial statements, they need to submit a statement let- ter that includes the Indonesian sales and turno - ver figures and is signed by the authorised rep - resentative of the relevant undertaking. 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds The jurisdictional threshold is calculated based on the combined Indonesian sales and assets of the previous fiscal year for: • each undertaking that carries out the merger, consolidation or acquisition (of shares and/or assets); and • all entities, including the target and its con - trolled subsidiaries (if any), that directly or indirectly control (or are controlled by) the ultimate parent of the undertaking(s) carrying out the merger, consolidation or acquisition – this includes the ultimate parent entity, which is the highest controller of a group of under - takings that is not controlled by any other undertaking.
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