PT Matahari Pontianak Indah Mall is Found Guilty.
KPPU decided on Tuesday, October 8, 2019 in a hearing with the agenda for the reading out of the ruling of case Number 07/KPPUM/2019 regarding Alleged Violation of Article 29 of Law Number 5 Year 1999 jo. Article 5 of Government Regulation Number 57 Year 2010 with regard to the Delayed Notification of the Acquisition of Shares of PT Indo Putra Khatulistiwa by PT Matahari Pontianak Indah Mall.
This case stemmed from a pre-investigation and was followed up with a hearing phase of the alleged violation committed by PT Matahari Pontianak Indah Mall as a Reported Party. Subsequently, following the hearing phase, facts were found that the Reported Party was delayed in notifying the acquisition of shares of PT Indo Putra Khatulistiwa wherein prior to the occurrence of the share acquisition process, the two companies did not have the same shareholders and composition of the Board of Directors, even though, the Reported Party stated in the conclusion that the Board of Directors of PT Indo Putra Khatulistiwa had kinship or family ties with one of the shareholders of the Reported Party, hence, indicating an exempted affiliation by virtue of Article 7 of Government Regulation No. 57/2010, however, the Panel was of the opinion that such relationship was not an affiliation as intended in such Article 7. Therefore, the Reported Party still has the obligation to notify the acquisition transaction of PT Indo Putra Khatulistiwa.
Based on the provisions on the calculation of the value of assets and/or the sales value of PT Rimo International Lestari, Tbk as the Highest Holding Company/Business Entity and PT Indo Putra Khatulistiwa as the business entity taken over, then facts were found that the value of the combined assets of the two business entities had fulfilled the limit of the value of assets as intended in the provision of Article 5 paragraph (2) of Government Regulation No. 57/2010. In addition to the above, according to the provision of Article 5 paragraph (1) of Government Regulation Number 57 Year 2010 providing for that notification must be made in writing to KPPU by no later than 30 (thirty) business days as from the effective date of the coming into effect of the merger, consolidation, or acquisition of the company shares. In this matter, the acquisition of shares PT Indo Putra Khatulistiwa has legally come into effect as from August 30, 2017 by virtue of Letter issued by the Directorate General of General Law Administration of the Ministry of Law and Human Rights of the Republic of Indonesia Number: AHU-AH.01.03-0166915 regarding the acceptance of notification of the change of data of limited liability company PT Indo Putra Khatulistiwa. Therefore, the Reported Party is obligated to notify the Commission by no later than October 12, 2017. The fact is that the Reported Party reported to KPPU based on the share acquisition reporting form under Register Number A16918 on December 18, 2018, having been declared complete and meeting the requirements as set forth in the Notification form and was received on December 21, 2018.
Therefore, the Panel of Commissioners is of the view that the Reported Party has been delayed in making the notification for 1 (one) year 2 (two) months and 7 (seven) days or at least has been delayed for more than 25 (twenty-five) business days. Furthermore, based on the facts in the hearings, then the Panel of Commissioners decided: declaring that PT Matahari Pontianak Indah Mallterbukti has legally and convincingly violated Article 29 of Law Number 5 Year 1999 jo. Article 5 of Government Regulation Number 57 Year 2010 and sentencing PT Matahari Pontianak Indah Mall to pay for a penalty amounting to IDR12,600,000,000.00 (Twelve Billion and Six Hundred Million Rupiah).