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| DBS wants to expand in Indonesia, and Bank Danamon might be the way to do it. (Reuters Photo) |
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Singapore/Jakarta.
Indonesia’s central bank is set to limit the maximum stake a single shareholder
can take in the country’s banks to below 50 percent, a move that could scupper
Singapore-based DBS Group’s $7.3 billion bid for Bank Danamon.
DBS’s
acquisition plans were thrown into limbo late last month when the Indonesian
central bank said it would not approve the deal until it had published a
long-awaited set of rules on bank ownership. Bank Indonesia did not disclose
details of the rules at the time.
According
to sources with direct knowledge of the plan, Bank Indonesia is expected to
reduce the single-shareholder threshold from the current 99 percent to a level
below 50 percent. That would likely ruin DBS’s plan to buy the 67.4 percent
stake held by Singapore state investor Temasek Holdings in Indonesia’s Danamon,
unless it negotiates an exemption.
The central
bank is also expected to set out differing ownership rules depending on whether
the shareholder is another financial institution, a non-financial institution
or a family. Family shareholdings are expected to be given the lowest
threshold, but all are expected to be under 50 percent.
Those rules
could also force several other large shareholders to sell down their stakes in
Indonesian banks, including the Hartono family which holds a 47.6 percent stake
in Bank Central Asia.
“There is
some concern about local banks being taken over by foreigners, but that’s not
the only concern that Bank Indonesia has. BI wants to change the rules so that
shareholders can act as a check and balance against each other,” said Bono
Daru-Adji, a partner at Assegaf Hamzah and Partners law firm in Jakarta.
Bank
Indonesia believes banning majority shareholders will prevent a controlling
owner from abusing a bank’s operations for their own financial gain.
Parallels
in Southeast Asia
Restrictions
on bank ownership already exist in other Southeast Asian nations. Malaysia caps
foreign ownership of local banks at 30 percent. And in Singapore no single
investor can own an interest of 5 percent or more of the voting shares of a
domestic bank without the approval of the finance minister.
The
Indonesian central bank has been mulling these rules for two years, but DBS’s
swoop on Danamon is likely to have pushed it to finally get the rules in
place. One source said the planned new
ownership thresholds suggest “on a government-to-government level there is a
stand-off between Singapore and Indonesia.”
The rules
are expected to be announced in June with the central bank’s board of governors
set to hold a meeting on them next week.
They are expected to apply to domestic and foreign investors, although
government-owned banks are unlikely to be affected.
What has
added to the confusion over the DBS-Danamon deal is that DBS is yet to publish
a formal acquisition plan in the Indonesian press, a step required by law in
order for such a deal to go ahead.
“It’s fair
for BI to say they don’t know there is an acquisition of Danamon by DBS because
currently there hasn’t been any acquisition plan announced in the newspaper yet
as required by BI regulation and Indonesian company laws,” Assegaf Hamzah’s
Adji said.
When this
matter was raised during a regulation conference in Singapore last week, DBS’s
corporate secretary, Linda Hoon, said the plan is in the process of being drawn
up and that the lender has taken extensive legal advice on the matter. However,
she added at the event that there are concerns new regulation could prove an
obstacle.
“The bank
is still concerned about changes that could come from BI and Bapepam (the
capital markets regulator),” she said.
A
spokeswoman for DBS said the bank is still awaiting BI’s formal announcement on
the new rules.
Wider
Impact
Danamon
shares soared more than 50 percent when the DBS deal was first announced, but
its shares have fallen 16 percent from that peak given the ongoing uncertainty.
Were DBS to abandon its acquisition plans, Temasek would still be forced to
eventually sell down its stake in Danamon in order to comply with the new
rules.
Worries
about the new rules, though, stretch beyond DBS and Danamon. New regulation is
not expected to affect state-controlled lenders such as Bank Mandiri, but a
score of banks, which already have foreign controlling shareholders, could see
enforced divestment. This would include
CIMB Niaga, controlled by Malaysia’s CIMB Group, and Bank Internasional
Indonesia which is controlled by Malayan Banking Berhad (Maybank) .
That would
fuel concerns that Indonesia is becoming increasingly hostile to foreign
investment, given recent proposals that limit foreign ownership in mining
companies to 49 percent. Bank Indonesia
deputy governor Muliaman D. Hadad told reporters on Wednesday that the bank is
aware of the concerns.
“We have
heard some concerns, we pay attention to those, though we cannot disclose yet
what it’s going to be. We have calculated, there will be a long time for
adjustment,” he said.
Reuters
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