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Unofficial Translation
EIGHTH PUBLIC Date: 28 March 201 1LIQUIDATION REPORT
Company details NV. De Indonesische Overzeese Bank (The IndonesiaOverseas Bank) (‘Indover’)
Liquidation number 08.0579 - F
Date of bankruptcy order I December 2008
Trustees in bankruptcy rnr. A. van Hees and H.P. de Haan RA
Bankruptcy courtjudge mr. M.L.D. Akkaya
Business activities banking
Consolidated turnover in 2007 EUR 20,498,000
Reporting period I November 2010 to 28 February 201 1 inclusive
EIGHTH LIQUIDATION REPORT - GENERAL
(A) General
In the first seven public liquidation reports the trustees reported on their work in the periodfrom the date of bankruptcy (I December 2008) to 3 1 October 201 0 inclusive. In this publicreport the trustees report on the work that they have performed in the period from 1November 2010 to 28 February 201 1 inclusive.
(B) Closure oflndover rump bank
The activities of Indover’s rump bank ended as at 31 December 2010 (in accordance withthe decision of the trustees in bankruptcy as mentioned in paragraph F of the seventh publicreport). As of February 201 1, Indover’s financial accounts have been maintained by anexternal administrator on the instructions of the trustees. The management and liquidationofthe few remaining loans was taken over by members ofthe trustees’ team as ofthe end ofDecember 2010. There also remain a number of ‘non performing loans’, where the trusteeswill consider in each case whether legal proceedings could result in repayment. There areseveral pending legal proceedings in Indonesia.
The various insurance policies and operational contracts regarding the rump bank haveended. The months of January and February 201 1 were used to phase out the IT systemsand to sell the remaining office furniture and equipment. The lease for the office space inthe building located at Stadhouderskade 84 in Amsterdam was ended as at 1 March 2011.
STASD\1 07763402
Unofficial Translation
(C) Jakarta Representative Office (‘JRO’)
The activities of the Jakarta Representative Office (‘JRO’) ceased on 1 September 2009.See also paragraph D of the fourth public liquidation report. The formal settlement of theclosure of JRO had not yet been concluded at the end of the reporting period. The formalsettlement of the closure of JRO and the dialogue with Indonesian supervisory officials arebeing managed by a local lawyer.
(B) Indover Asia Limited (‘IAL’)
Indover Asia Limited (‘IAL’), a Hong Kong company, is currently the sole subsidiary ofIndover. Indover holds all the shares in IAL.
The final months of200 were used to wind up and close down IAL’s office in Hong Kong.Members ofthe trustees’ team visited IAL’s office in December 2010 in the context of thiswinding up. The final phase of the winding up of IAL’s operational activities and theclosure of the office, including liquidating the remaining assets, got under way during thisvisit. Moreover the loan documentation for the loan of EUR 7,200,000 from IAL toIndover’s bankrupt estate has been drawn up and signed. The amount in question wasplaced on a third-party escrow account belonging to a notary in the Netherlands on 30December 2010.
The various insurance policies and operational contracts regarding IAL all ceased on 31December 2010. The employment contracts with the remaining IAL employees were alsoterminated as at that date. IAL’s office inventory has been sold.
IAL’s policy in the period prior to the closure ofthe office was already aimed at selling offthe company’s assets as far as possible. This policy was in accordance with the trustees’policy with regard to winding up Indover’s assets in Amsterdam. The remaining assetsconsist of several loans which are currently being repaid on schedule and a number of non-performing loans (NPLs). Proceedings are pending in respect of a few of those NPLs, inorder to seize and execute the collateral security. Furthermore, PT Pade Angen and MrTjahya Setiawan lodged a claim against inter alia IAL for an amount of IDR22,412,952,000 (approx. EUR 1,850,000) on 15 December 2010. This claim relates to theenforced sale of collateral that has taken place in Indonesia. The claimants lost a previouscase concerning this collateral in another capacity. Doubts have been expressed about thereasons for instituting this claim. IAL’s liquidators (see below) will carry on contesting thisclaim. The required mediation in Indonesia was fruitless.
As of 3 1 December 20 1 0, IAL was placed in members’ voluntary liquidation by means of ashareholder decision, which the trustees took on the part of Indover. Derek Lai and DarachHaughey from Deloitte Touche Tohrnatsu in Hong Kong have been appointed liquidators ofIAL. The liquidators will take on the task of liquidating IAL under the supervision of thetrustees. The electronic information was secured and the IT systems were dismantled in themonths of January and February 201 1 . The lease of IAL’s offices was terminated as of 31January2011.
IAL’s liquidators will take care ofcollecting the few outstanding loans. They will also carryon the proceedings under way relating to the NPLs.
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(E) Claim validation proceedings
The Amsterdam District Court delivered its final judgment in the claim validationproceedings against GSG Metal AS (‘GSG’) (no. 9 on the list of provisionally disputedclaims) on 9 February 201 1. At the same time judgment was passed in the proceedingswhich the trustees brought against GSG and two directors of that company in May 20W(see paragraph I .4 of the seventh public liquidation report). The district court heard bothproceedings at the same time. In its judgment of 9 February 201 1 the court ruled in favourof GSG in the principal proceedings, and in favour of the trustees in the counterclaimproceedings. The claim for EUR 1,244,294.48 which GSG submitted for validation hasalready been settled on the basis of set-off. On balance there remains a claim by Indoveragainst GSG and the two said directors for a total of USD 490,000 on the basis of thejudgment. This claim has been discharged in the interim due to sale of collateral. Thetrustees have not decided whether or not to lodge an appeal against the judgment of 9February 20 1 1.
The Amsterdam District Court delivered its final judgment in the claim validationproceedings concerning the Stichting Private Pension Scheme (‘SPPS’) (no. 25 on the list ofprovisionally disputed claims) on 23 February 20 1 1 . With this judgment the district courtdismissed the claim brought by SPPS to have its alleged claim for EUR 3,992,842.30validated. The defendants in the claim validation proceedings were PT Bank NegaraIndonesia (Persero) Tbk and PT Bank Rakyat Indonesia (Persero) Tbk. The trustees werenot a party to these proceedings. The trustees are unaware whether an appeal will be lodgedagainst the above-mentionedjudgment of23 February 201 1.
In the claim validation proceedings between the trustees and Landsbanki Islands Hf(‘Landsbanki’), Landsbanki for reasons best known to itself decided not to submit astatement of claim (regarding the disputed claim in the amount of EUR 3,854,000). TheDistrict Court cancelled the proceedings at the case-list hearing on 2 March 201 1 byunanimous request ofthe parties.
Moreover, claim validation proceedings are currently pending in respect of the disputedclaims ofthe following parties:
- Bank Indonesia (no. 3 on the list of provisionally disputed claims) (disputed claim ofEUR 43,542,510.95) (see below, paragraph F).
- Bayerische Landesbank BLB (no. 4 on the list of provisionally disputed claims)(disputed claim of EUR 263,453.88). A statement of defence was submitted on behalfof the trustees on 3 November 2010. The parties will appear in court in theseproceedings on 26 April 20 1.
- Raiffeisen Zentralbank Osterreich Aktiengesellschaft (as agent) (no. 14 on the list ofprovisionally disputed claims) (disputed claim of EUR 226,542.11). A statement ofdefence was submitted on behalf of the trustees on 3 November 20 0. The parties willappear in court in these proceedings on 28 April 201 1.
Raiffeisen Zentralbank Osterreich Aktiengesellschaft (no. 1 5 on the list of provisionallydisputed claims) (disputed claim ofEUR 3,492,612.08). On 5 January 201 1 the trusteesfiled a statement of claim in the principal proceedings, also (provisional) statement ofclaim in the counterclaim proceedings. The parties will appear in court in theseproceedings on 17 May 2011.
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Unofficial Translation
(F) Proceedings against Bank Indonesia
In the claim validation proceedings between the trustees and Bank Indonesia (‘BI’) thetrustees submitted a statement of defence in the original proceedings, also a statement ofcounterclaim, on 28 April 2010. In the counterclaim proceedings, the trustees are claimingcompensation from BI for the full deficit on liquidation and for all the other losses thatIndover and the joint creditors of Indover have sustained as a result of the bankruptcy. Inthat respect the trustees are also claiming compensation for the loss of interest that thecreditors sustained in the period as of 1 December 2008.
on 25 August 2010 BI submitted another statement in these proceedings: a reply in theoriginal proceedings, also a motion for the court to decline jurisdiction in the counterclaimproceedings. In that document, B! took the position that the Dutch court does not havejurisdiction to rule in respect of the counterclaim that the trustees have brought against BI.The trustees are ofthe opinion that BI’s position is unfounded and that the Dutch court doeshavejurisdiction to rule in respect oftheir counterclaim against BI. The trustees have nowexplained their position in the statement of defence that was submitted in respect of themotion contesting jurisdiction on 27 October 2010. The oral pleadings in the motioncontestingjurisdiction will take place on 26 May2011.
The trustees filed a rejoinder in the principal proceedings on 26 January 201 1 . The principalproceedings are now being postponed while awaiting the judgment in the motion contestingjurisdiction in the counterclaim proceedings.
(G) Individual proceedings brought by Credit Bank Europe N.V.
As was noted in the previous public reports, one of Indover’s creditors, Credit Europe BankNV. (‘CEB’), has brought a separate lawsuit against BI. In view of the concurrencebetween the claims brought by the trustees against BI and CEB’s claim against B!, thetrustees consider it to be in the interest of the bankrupt estate and in the interest of the jointcreditors that the proceedings between CEB and BI should not be continued before theproceedings between the trustees and BI have been completed. The trustees have beenunable to persuade CEB to change its views in mutual consultation and therefore on 20January 201 0 the trustees submitted a motion to intervene in the proceedings between CEBand BI and to suspend or stay those proceedings until there is a final decision in thetrustees’ proceedings against BI. The Amsterdam District Court dismissed these motionssubmitted by the trustees on 6 October 2010.
The previous public report already stated that the trustees have appealed against thejudgment of 6 October 20 1 0. Because of this higher appeal, the proceedings between CEBand BI have been suspended in anticipation of the judgment on appeal. On 22 February2011, CEB requested the Amsterdam Appeal Court to declare the judgment of 6 October2010 provisionally enforceable nonetheless, so the proceedings between CEB and BI couldcontinue while awaiting the appeal in the motion to intervene. The trustees put forward adetailed defence against the interim action brought by CEB to have the judgment of 6October 2010 declared provisionally enforceable. The Amsterdam Court of Appeal has notyet ruled on CEB’s interim action.
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Unofficial Translation
INITIAL OVERVIEW
I . . Management and organisation
See paragraph (B) above. See also the previous public reports.
1.2. Profitand loss
The cumulative loss up to 3 1 December 2009 amounted to a total of approximately EUR225 million, including unrealised currency losses amounting to several million euro. Thatloss can be attributed to the loss that was sustained as a result of the seizure and executionofcollateral security provided by Indover, the early termination offinancial derivatives, thewriting off of accounts receivable and the loss realised on the investment portfolio andforeign currencies and the amount ofthe liquidation costs in the bankruptcy.
1.3. Balance sheet
The remaining assets currently consist primarily of liquid assets, part of which the trusteesmust also reserve, the participation in IAL, some loans which are expected to be redeemedand the NPLs. Against this are the remaining debts to creditors.
The proceeds that can be realised from those assets will depend in part on the outcome ofthe legal proceedings and the ultimate proceeds of the settlement of the IAL holding. Seethe previous public reports for the balance sheet total as at the date of bankruptcy.
I .4. Current legal proceedings
In addition to the proceedings reported in paragraphs E, F and G above, there are severalother proceedings in which Indover is involved as a party.
The appeal in respect of the dispute between Indover (the trustees) and Parmalat Spa. inamministrazione staordinaria (‘Parmalat Spa.’) is pending before the Court of Appeal inBologna, Italy. See also paragraph I .4 ofthe third public liquidation report.
At the time of commencement of Indover’s bankruptcy, proceedings were pending betweenIndover and AIG, an insurance company. In those proceedings, Indover is claimingpayment of EUR 4,545,000, plus the statutory interest due on that amount, on the basis ofunlawful withdrawals of funds (see paragraph 1 .4 of the second public report). The trusteeshave decided to continue the proceedings against AIG. This case is now set down for arejoinder on the part of AIG.
Indover is involved in several proceedings in Indonesia with respect to non-performingloans. In one ofthose cases, Indover’s debtor has brought counterclaims totalling USD 42.5million. Although there appears to be significant doubt about the motives for bringing thosecounterclaims and the legal grounds that have been put forward to support them, the claimsare being taken into consideration in determining the distribution percentages.
1.5. Insurance
Several insurance policies were terminated in whole or in part during the reporting period inconnection with the termination of the activities of the rump bank as at the end of December
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Unofficial Translation
201 0 and the termination of the lease governing the office space in the building located atStadhouderskade in Amsterdam.
1.6. Lease
The trustees have given notice of termination in respect of the lease governing the officespace in the building located at Stadhouderskade 84 in Amsterdam effective from I March20 1 1 . The office space was handed back to the lessor at the end of February 20 1 1.
I .7. Cause of bankruptcy
Various interviews were held during the reporting period in the context ofthe investigationinto the causes of the bankruptcy. Some of these interviews were held in Indonesia. Thetrustees expect the final investigation report to be published in the next reporting period.
2. EMPLOYEES
2. 1 . Date of notice of dismissal
A former employee of Indover continues to keep the accounts of the bankrupt estatefollowing the closure ofthe rump bank and the termination ofthe activities at the (former)Indover office at Stadhouderskade. This former employee will perform these activities withself-employed status.
Work
See paragraph 2. 1 above.
3. ASSETS
Real estate
Paragraphs 3 . I to 3 .4: see the previous public reports.
Operating assets
3.5 Description
As previously stated above, the activities of Indover’s rump bank ended as at 3 1 December2010 (see paragraph B above). Indover’s remaining office equipment was sold in January2011 by means of a public internet auction.
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Unofficial Translation
3 .6 Proceeds of sale
The proceeds ofthe public internet auction as referred to in paragraph 3.1 above, amountedto EUR I 7,360.00, exclusive of VAT. The proceeds for the bankrupt estate after deductingcosts were EUR 16,526.72, inclusive of VAT.
Paragraphs 3.7 and 3.8: not applicable.
Stock/work in progress
Paragraphs 3 .9 to 3 . I 1 : see the previous public reports.
Other assets
3.12. Description
The assets that still have to be realised consist of a number of claims and the IAL holding(see above regarding IAL, paragraph D). The trustees will consider whether the few loansremaining to Indover can be redeemed early. The book value of those loans isapproximately EUR 6 million. The actual value could eventually turn out to be less. Theother assets consist of non-performing loans (NPLs) that have been entirely written off.Proceedings are pending on a few ofthose NPLs, in order to seize and execute the collateralsecurity.
The ultimate proceeds that can be realised by liquidating JAL’s subsidiary, with a bookvalue ofapproximately EUR 9.4 million, will depend in part on the collection ofclaims andthe scope of the settlement costs. For the moment it is not possible to reach a reliableestimate ofthe eventual proceeds from the liquidation of IAL.
Investigations are still going on into two issues concerning the seizure and execution ofcertain collateral of Indover. Seizure and execution took place shortly after the courtdeclared emergency regulations to be applicable to Indover on 6 October 2008. The issuesinvolve several million euro, which may improperly not have been remitted to the bankruptestate.
3.13. Proceeds of sale
During the reporting period, payments were received in connection with the redemption ofloans. These payments, after expenditures, resulted in liquid assets (nostro accounts) as on 7March 201 1 ofapproximately EUR 83,400,000. In principle, the liquid assets are placed onshort-term deposits at a number of Dutch banks.
Activities
In connection with the termination of the activities of the rump bank as at 3 1 December2010, the management and liquidation of the remaining loans was taken over by membersof the trustees’ team. There are still some outstanding loans that will be repaid in a regular
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Unofficial Translation
manner. The debtors in question report to the trustees periodically regarding the prospectsof possibly refinancing their debt to Indover.
4. DEBTORS
Paragraphs 4.1 to 4.3: see paragraphs 3.12 to 3.13 above. See also the previous publicreports.
5. BANK I COLLATERAL
Paragraphs 5.1 to 5.8: see the previous public reports. There are no special circumstances toreport on these matters.
6. RESTART I CONTINUATION
Paragraphs 6. 1 and 6.6: see the previous public reports.
7. LEGAL COMPLIANCE
Paragraphs 7i to 7.6: see paragraph 1 .7 ofthis report and the previous public reports.
8. CREDITORS
Paragraphs 8. 1 to 8.7: see the previous public reports.
9. MISCELLANEOUS
9. 1 . Liquidation period
The trustees expect that the bankruptcy proceedings will not be concluded within the nextfew years. In particular, the various court proceedings that will have to be conducted in thecontext of settling the liquidation assets will require many more years. The trustees alsoexpect that it will take several years to completely settle the remaining loans from Indover’scredit portfolio and Indover’s NPLs.
9.2. Plan of action
Following the closure of the rump bank as at 3 1 December 2001, several members of thetrustees’ team are involved in managing and liquidating the few remaining loans provided
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Unofficial Translation
to other parties. The liquidation of the loans granted to debtors that are located abroad willgenerally take place in consultation with a lawyer from the foreign jurisdiction in question.The liquidators of the subsidiary company IAL (Derek Lai and Darach Haughey) will takecare of the further liquidation of this company. IAL will be liquidated in consultation withIndover’s trustees in bankruptcy.
The trustees’ activities will consist to a large extent in the coming period of conducting thedefence in the pending claim validation proceedings (see above, paragraph E) andconducting other legal proceedings involving Indover (see above, paragraphs F, G and .4).
9.3. Termination of trusteeship
Having regard to the current status of the liquidation of the bankrupt estate’s assets and thenature of the work still to be done, the District Court allowed the request made by trusteeH.P. de Haan and discharged him from the position of trustee in its decision on I 8 March2O I effective as of I April 201 1 . The District Court appointed CM. Harmsen from Stibbeattorneys-at-law as trustee in bankruptcy for Indover bank alongside A. van Hees startingon the same day.
9.4. Submission ofnext report
The trustees will endeavour to issue the next public liquidation report in three months’ time.The following public report can be expected in June or July 2011. The public liquidationreports and any additional information will be made available for consultation by creditorson the website: www.stibbe.com/indover.
Status of the report
This public report is based on the information that has come to the trustees’ attention duringthe reporting period. Further information may result in new findings. Consequently, thecontent of this report or the financial information added to this report may be modified atany time. Therefore, no rights may be derived from this report or the appendices to thisreport.
Amsterdam, 28 March 2011
H.P. de Haan RA mr. A. van Hees(trustee) (trustee)
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Appendix A
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NOSTRO BALANCES. ALL CURRENCIESDate: 07mrt.11
Slandard Chartered Jakarta (Closed)
JPv
Standard Chartered Tokyo (Closed)
BNI TokyoKASBANK (Indover account)Total JPY:
SGDBNI Singapore
CADBank of Montreal Montreal
113,21
1,768
1.3817
AccountBlocked Pending Balance EUR eq. after
oitro Account (YIN) Actual Balance settlement Balance after settlement seWement 7mrt•1
2.273 985,6211 195,01
1 575,8141.902,98
20 464 003,92
5000000,005 000 000.00
10000000.00
I 586.882,9720000000.0010 000 000.00
2500000.006 148047.69
83.027.594,00
25000.00475 720.55
500.720,55
DNB Amsterdani
EUROCLEAR BrusseLs afc 91888Forto Bank Nederland (Administrator) a/c 24 03 5 1 568 Closed)KASBANK Amsterdam (Administrator) a(c 22 27 23 386WASBANK Amster4pm (Administrator) soecipl acct a/c 22 27 23 416KASBANK Amsterdam )lndover account) a!c 22 36 10 682BN Amsterdam )Admrn) In tIre name ol lndover) alc 54 02 38 8728N Amsterdam (Admin) Placement InLbeing 30 12 11
ABN Amsterdam )Adrmn) In the name ol Indover) Qnd Deo. (1)ABN Amsterdam (Admin) In the name ol Indover) Ond.Dp Ts (2)ABN Amsterdam )Admin) In the name of Indover) Ond Des Top Plus (3)For5 Bank Aud )Admur) Placement Int.berrrgForhe Bank Asd (Admm) Placement nt berngNO Bank NV (Admrnseatm) afc f5,41 05 985 Rekenirrcowan1Nr.., sane NV ILMA LqwoIy Management irccounr) c 4 rNr. re xrrabOruS) c t 4 (.jI
ING Bank (Tsp8onus) a/c 85 26 77 525ING Bank NV (Admin) Placement tnt bearing 12 12 11Total EUR:
USOHSBC New York (Closed)EUROCLEAR Brussels a/c 91888KASBANK Amsterdam (Administrator) a/c 22 84 69 198KASBANK Amsterdam (Indover account) alc 22 83.50 506ABN Amsterdam (Admin. In the name of Indover) a/c 62 05 02 029Forbn Bank Nedwland )Adminishatm) a/c 24 03,51 588Total USD:
GBP
HSBC London (Closed)KASBANK (Indover account)Total GBP:
DKKDen Daneke Copenhagen
HKDSNI Hongkong
DR
0,00
0.0c2 273 985,62
11 195,01
1 575.8141 902.98
20 464.00392
5000.000.005 000.00000
10000.000.00
1 586882.9720.000.000.0010000000.00
2500000.006 148 047.69
11 821.50339 122.15
0.000.00
0.00
0.0(2 273 985.62
11 195.01
1 575.8141 902,98
20464003.92
5000000.005000.000.00
10000000.00
1 586 882.9720000000.0010000000.002500000.006 148 047.69
83.027.594.00
25000.00475 720.55
500.720,55
y
VNNN
VNNNNNNNNNN
N
NN
NVNVNN
VV
V
V
V
V
1,4621
7,4547
10,554E
12 197
TOTAL EQUIVALENT IN EUR (AFTER SETTLEMENT): 83.384.537,65
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