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Jakarta, CNBC Indonesia – The mega-merger of three state-owned Sharia banks, leaving PT Bank BRISyariah Tbk (BRIS) as the recipient of the merger, will not be subject to public offering obligations. public offer or the requirement that new controllers buy outstanding public shares.
Based on the summary of the merger plan published by three Islamic banks, in the media on Wednesday (10/21/2020), the public offering did not take place because the merger of the three banks did not change indirectly.
The last shareholder, also known as the final shareholders, is still the government. Before the merger, BRIS’s controller was the state-owned PT Bank Rakyat Indonesia (Persero) Tbk (BBRI).
Meanwhile, after the merger became effective on February 1, 2021, the controlling party became PT Bank Mandiri (Persero) Tbk (BMRI) with 51% ownership, both BUMN.
Another post-merger BRIS shareholder composition is PT Bank Negara Indonesia Tbk. (BBNI) 25.0%, BBRI 17.4%, DPLK BRI – Sharia 2% and public 4.4%.
As of June 2020, 18.34% of BRIS shares were held by the public, while BBRI was 73% and 8.6% was held by DPLK BRI.
“Meanwhile, the Government of the Republic of Indonesia indirectly maintains control of BRIS as the Surviving Bank,” wrote the prospectus for the three sharia banks.
“Therefore, this combination causes a change of control directly but does not cause an indirect change of control.”
“In addition, based on the OJK Regulation number 9 / POJK.04 / 2018 relative to the acquisition of public companies, changes in control that occur due to commercial mergers are exempt from the provisions on the implementation of the announcement of acquisition and offers compulsory acquisition “.
Fusion mechanism
In this merger mechanism, BRIS will issue up to 31.13 billion new shares (issue of rights) in the context of the merger or merger of sharia banks BUMN by accepting two other entities, namely PT Bank Syariah Mandiri (BSM) and PT BNI Syariah (BNIS).
The total number of new shares to be issued is 31,130..700,245 shares, so the total number of shares will be 40,846,813,743 shares (40.85 billion shares), from 9,716,113,498 previously.
Subsequently, the new shares will be converted or absorbed by the new shareholders, namely Bank Mandiri and BBNI.
Bank Mandiri will have up to 20,910 million shares, so that its share will be 51.2% in BRIS (being the controller), then BBNI with 10,230 million shares or 25% of BRIS shares.
Other investors are PT BNI Life Insurance with 5.25 million shares or 0.00%, and PT Mandiri Sekuritas 34 shares or 0.00 shares of BRIS.
BRIS shareholders before the merger
 Photo: BRIS shareholders before the merger, prospectusBRIS shareholders before the merger, prospectus |
Existing shareholders, namely PT Bank Rakyat Indonesia Tbk (BBRI), still own 7.09 billion BRIS shares or represent 17.4% of BRIS shares.
BRI Bank’s share percentage in BRIS is reduced or diluted since before the merger, which is 73% (with the number of fixed shares of shares of 7.09 billion shares)
The number of shares of DPLK BRI-Saham Syariah also remains the same, that is, 828.95 million shares or the part becomes 2%, although the percentage has been diluted since before the BRIS merger, which is 8.53%.
Public investors, the number of shares remains the same, that is, 1.79 billion shares or 4.4%, diluted from the previous 18.47% (with the number of shares remaining the same 1.79 billion shares).
BRIS shareholders after the merger
 Photo: BRIS shareholders after the merger, prospectusBRIS shareholders after the merger, prospectus |
The prospectus establishes a share conversion scheme, each share owned by BSM shareholders is entitled to an additional 34.9700 shares in BRIS (including a total addition of 20.910 million shares in BRIS), representing an increase of 51.2 % in the capital of BRIS.
Meanwhile, each share held by BNIS shareholders is entitled to an additional 3,500.2767 shares in BRIS (including a total addition of 10.23 billion shares in BRIS), representing a 25.0% increase in capital of BRIS.
“Therefore, the number of shares issued by Surviving Bank [BRIS] on the Effective Date of the Merger [1 Februari 2021] for an amount of 40.85 billion shares, of which there will be a new issue of 31.13 billion shares, ”wrote BRIS management.
According to the KJPP Assessment Report of Suwendho, Rinaldy and Partners, the valuation value of BRIS is 7.59 trillion IDR.
As of June 30, 2020, the number of BRIS shares outstanding was 9,716,113,498 shares. Therefore, the total valuation per share of BRIS is 781.29 IDR.
According to the KJPP Kusnanto and Partners Assessment Report, BSM’s valuation value is IDR 16.33 trillion. As of June 30, 2020, the number of BSM shares outstanding was 597,804,387 shares. Therefore, the total valuation per share of BSM is 27,321.67 IDR.
Meanwhile, according to the KJPP Iwan Bachron and Partners Assessment Report, the valuation value of BNIS is Rs 7.99 trillion. As of June 30, 2020, the number of BNIS shares outstanding was 2,921,335 shares. Therefore, the total valuation per share of BNIS is 2,734,726.87 IDR.
“With this merger, BMRI will be the operator of BRIS as the bank that receives the merger,” the prospectus wrote.
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