2017-03-14 | 8/POJK.04/2017Added · Updated
This regulation mandates the specific form and content requirements for prospectuses and summary prospectuses issued during public offerings of equity securities. It establishes definitions for key terms, outlines general principles for disclosure, and details the mandatory sections for the cover page, table of contents, summary, and public offering details. The rules require issuers to disclose material facts, financial data, risk factors, and fund usage plans to ensure transparency and prevent misleading information for investors.
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FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 8 /POJK.04/2017
CONCERNING
THE FORM AND CONTENT OF PROSPECTUS AND SUMMARY PROSPECTUS IN THE CONTEXT OF PUBLIC OFFERING OF EQUITY SECURITIES BY THE GRACE OF THE ALMIGHTY GOD, THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering: that in order to align with international standards and to improve the quality of information disclosure in the Prospectus and Summary Prospectus in the context of Public Offering of Equity Securities, it is necessary to perfect regulations regarding guidelines on the form and content of the Prospectus in the context of Public Offering and regulations regarding guidelines on the form and content of the Summary Prospectus in the context of Public Offering by establishing a Financial Services Authority Regulation on the Form and Content of Prospectus and Summary Prospectus in the context of Public Offering of Equity Securities; Considering: 1. Law Number 8 of 1995 concerning Capital Markets (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
2. Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);
DECIDES:
Establish: FINANCIAL SERVICES AUTHABILITY REGULATION ON THE FORM AND CONTENT OF PROSPECTUS AND SUMMARY PROSPECTUS IN THE CONTEXT OF PUBLIC OFFERING OF EQUITY SECURITIES.
CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are defined as:
Article 2
(1) Prospectus and Summary Prospectus in the context of Public Offering of Equity Securities must contain detailed Material Information or Facts regarding the Public Offering and information and/or statements that can influence investor decisions, known or reasonably known by the Issuer. (2) Prospectus and Summary Prospectus are prohibited from containing incorrect statements about material facts or omitting correct statements about material facts necessary so that the Prospectus does not provide a misleading picture. (3) Prospectus and Summary Prospectus must be prepared in such a way that they are clear and communicative. (4) The presentation and delivery of important information in the Prospectus and Summary Prospectus must not be obscured by less important information that causes the important information to be overlooked by the reader. (5) The most important facts and considerations must be summarized and disclosed in the early sections of the Prospectus and Summary Prospectus. (6) Disclosure of Material Information or Facts and/or the use of photos, diagrams, and/or tables in the Prospectus and Summary Prospectus is prohibited from providing a misleading picture. (7) Disclosure of Material Information or Facts in the Prospectus and Summary Prospectus must be done clearly with emphasis appropriate to the business field or industry sector so that the Prospectus is not misleading.
Article 3
In preparing the Prospectus and Summary Prospectus as referred to in Article 2, the Issuer may make adjustments to the disclosure of Material Information or Facts, not limited only to Material Information or Facts already regulated in this Financial Services Authority Regulation.
Article 4
Members of the Board of Directors and Board of Commissioners of the Issuer, as well as the securities issuance execution underwriter (if any) at the time the Registration Statement becomes effective, supporting capital market institutions and professions, or other parties providing opinions or statements and whose consent is included in the Prospectus, individually or jointly, are responsible for ensuring that the Prospectus meets the provisions as referred to in Article 2 paragraph (2).
Article 5
(1) The Issuer must disclose all parts contained in the Prospectus and Summary Prospectus and prepare the Prospectus and Summary Prospectus according to the order as regulated in this Financial Services Authority Regulation. (2) The disclosure of all parts contained in the Prospectus and Summary Prospectus as referred to in paragraph (1) may be excluded if the disclosure is irrelevant or not applicable by the Issuer.
CHAPTER II
FORM OF PROSPECTUS
Article 6
The Prospectus as referred to in Article 2 must contain at least the following sections:
a. information on the front cover of the Prospectus; b. table of contents;
c. summary of the Prospectus;
d. Public Offering; e. use of funds obtained from the results of the Public Offering; f. debt statement; g. summary of important financial data; h. management's analysis and discussion;
i. risk factors;
j. significant events after the date of the Public Accountant's report; k. information regarding the Issuer, business activities, and business trends and prospects;
l. equity;
m. dividend policy; n. taxation; o. securities issuance underwriting (if any); p. supporting capital market institutions and professions and other parties; q. important provisions in the Articles of Association and other important provisions related to shareholders; r. procedures for ordering Equity Securities; s. dissemination of the Prospectus and order forms for purchasing Equity Securities; t. legal opinion; u. financial reports; and
v. Appraiser's report and expert reports (if any).
CHAPTER III
CONTENT OF PROSPECTUS
First Part
Information on the Front Cover of the Prospectus
Article 7
Information on the outer front cover of the Prospectus must contain or disclose at least:
a. the effective date of the Registration Statement from the Financial Services Authority; b. the offering period;
c. the allocation date;
d. the date for returning order money; e. the distribution date of Securities; f. the listing date, if the Securities will be listed on a Stock Exchange; g. the full name of the Issuer, address, logo (if any), telephone number, fax number, email, Website, and post office box including factories and representative offices (if any), and the main business activities of the Issuer; h. the name of the Stock Exchange, if the Securities will be listed on a Stock Exchange;
i. the type of offering, including an explanation of:
Article 8
Information on the inner front cover of the Prospectus must contain or disclose at least:
a. a statement that the Registration Statement has been submitted to the Financial Services Authority referring to the provisions of laws and regulations in the Capital Market sector; b. a statement that all supporting capital market institutions and professions mentioned in the Prospectus are fully responsible for the data presented according to their functions and positions, in accordance with the provisions of laws and regulations in the Capital Market sector, and the respective codes of ethics, norms, and professional standards;
c. a statement that in connection with the Public Offering, any affiliated party is prohibited from providing statements or opinions regarding data not disclosed in the Prospectus, without written consent from the Issuer and the securities issuance execution underwriter (if any);
d. in the event that Equity Securities will be listed on a Stock Exchange, the Issuer must provide information on actions to be taken by the Issuer if the Stock Exchange rejects the listing application for the Equity Securities; e. in the event that the Prospectus includes the name of a party assisting the Issuer in preparing the Prospectus, the party must make a statement that they have provided written consent for the inclusion of their name in the Prospectus and will not withdraw such consent; and f. the Issuer's statement regarding the price stabilization plan for Securities, as follows:
Second Part
Table of Contents
Article 9
The table of contents as referred to in Article 6 letter b must include an explanation of sections and page numbers.
Third Part
Summary of the Prospectus
Article 10
In the summary section of the Prospectus as referred to in Article 6 letter c, at least the following important information must be contained or disclosed:
a. the Issuer's business activities and business prospects; b. information regarding the Equity Securities offered;
c. plans for the use of funds from the Public Offering;
d. capital structure at the time the Prospectus is issued; e. important financial data; f. information regarding significant Subsidiary Companies in table form (if any); g. business risks; and h. dividend policy.
Fourth Part
Public Offering
Article 11
In the Public Offering section as referred to in Article 6 letter d, at least the following must be contained or disclosed:
a. information regarding Equity Securities containing at least:
Article 12
In the event of the disposal of shares owned by members of the Board of Directors, members of the Board of Commissioners, or other shareholders, the Public Offering section must contain at least:
a. the name and address of the aforementioned shareholders and their relationship with the Issuer or its affiliates in the last 3 (three) years or since establishment if less than 3 (three) years; b. the type, quantity, and percentage of shares offered by the aforementioned shareholders;
c. the quantity and percentage of Securities owned by the aforementioned shareholders on the date before the Registration Statement becomes effective and after the Public Offering period, if determinable;
d. the name, business activities (if any), and existence or non-existence of affiliation with the Issuer of the party that will purchase the Issuer's Equity Securities offered by shareholders to specific parties, in the event that the quantity of shares to be purchased is 5% (five percent) or more of the placed and paid-up capital at the time of the Registration Statement; and e. information regarding the proportional distribution of costs in the context of the Public Offering based on the quantity of shares offered by the Issuer and shareholders.
Fifth Part
Use of Funds Obtained from the Results of the Public Offering
Article 13
In the section on the use of funds obtained from the results of the Public Offering as referred to in Article 6 letter e, at least the following must be contained or disclosed:
a. information regarding the purpose of the Public Offering and the use of funds obtained from the results of the Public Offering after deducting costs, made in detail in the form of amounts and/or percentages, with the condition:
acquisition or participation and the nature of the affiliation relationship (if any);
3. in the event of the use of funds for the purpose of acquiring assets directly or indirectly outside the main business activities of the Issuer, the information to be disclosed includes the reasons and considerations for the asset purchase, the amount of funds used, the type of assets, and the name of the selling party, with the provision that if the assets are acquired from a party affiliated with the Issuer, such fact must be disclosed, including the nature of its relationship with the Issuer and how the acquisition value of the assets was determined; and
4. in the event of the use of funds for the purpose of providing loans to Subsidiary Companies, the information to be disclosed includes the name of the Subsidiary Company and the purpose of the use of funds by the Subsidiary Company; and
b. information regarding other sources of funds that will be used to finance a particular activity if the funds from the Public Offering are insufficient.
Article 14
In the event that there is no Securities Underwriter or the Securities Underwriter does not guarantee the offering in full, the Issuer must include or disclose:
a. the minimum amount of funds that can be obtained through the Public Offering based on management's belief; b. the priority of use of funds obtained from the Public Offering; and
c. risks and management plans in the event that the offered equity securities are not sold as planned.
Article 15
The Issuer must disclose information regarding the estimated detailed costs incurred by the Issuer in connection with the Public Offering, either in a specific percentage or absolute value in currency denomination, which must at least include:
a. underwriting service fees; b. organizational service fees;
c. sales service fees;
d. supporting capital market professional service fees; e. supporting capital market institution service fees; f. financial consulting service fees; and g. other fees.
Sixth Part
Debt Statement
Article 16
In the debt statement section as referred to in Article 6 letter f, it must at least contain or disclose:
a. a statement regarding the position of all liabilities on the date of the latest financial report; b. the latest audited financial report which serves as the data source, including the name of the Public Accounting firm that audited it, accompanied by the opinion given;
c. an explanation of the details of each liability according to the liabilities in the financial position report;
d. commitments and contingencies according to the latest financial report; e. liabilities that have matured but have not yet been paid off (if any) and accompanied by the cause or reason; f. loans received by the Issuer and/or Subsidiary Companies and/or loans received for the benefit of the Issuer and/or Subsidiary Companies that are material, covering the loan amount for the most recent date that can be determined, interest rates, the nature of the loan, collateral provided, compliance with liability provisions, and transactions that caused the occurrence of liabilities; and g. management statement.
Article 17
(1) The management statement as referred to in Article 16 letter g must at least contain or disclose:
a. all of the Issuer's liabilities as of the date of the latest financial report have been disclosed in the Prospectus; b. the existence or non-existence of material facts causing significant changes to:
Seventh Part
Summary of Important Financial Data
Article 18
(1) In the summary of important financial data section as referred to in Article 6 letter g, it must at least contain or disclose:
a. information on audited financial reports which serve as the data source, including Public Accounting firm information, the name of the Public Accounting firm, the opinion given, and an explanation of the financial report period covered; b. financial data for the last 3 (three) fiscal years or since establishment if less than 3 (three) fiscal years, plus interim data (if any);
c. in the event that there is interim period financial data, it is presented by comparing it with the same period of the previous year (not necessarily audited), except for the financial position report;
d. financial data as referred to in letter b must at least include:
Eighth Part
Management's Discussion and Analysis
Article 19
In the management's discussion and analysis section as referred to in Article 6 letter h, the Issuer must provide a brief discussion analyzing and reviewing the financial reports and other information or facts contained in the Prospectus.
Article 20
The discussion, analysis, and information as referred to in Article 19 must at least contain or disclose:
a. comprehensive financial performance analysis covering the comparison of financial performance in the last 3 (three) fiscal years or since establishment if less than 3 (three) fiscal years, an explanation of the causes of changes, and the impact of such changes, at least covering regarding:
Article 21
In the event that prospective financial reports in the form of financial forecasts are disclosed in the management discussion and analysis section, such disclosure must be accompanied by a discussion regarding forecasts of sales or business revenue, net profit, and overall financial conditions, with the provisions:
a. financial forecasts must be prepared carefully, objectively, and based on reasonable and credible assumptions; b. financial forecasts must be accompanied by an explanation regarding the extent to which sales or business revenue forecasts are based on definite contracts or orders, the reasons why such forecasts can be achieved, and the impact of changes in business and operational conditions on such forecasts;
c. the reasonableness of the preparation of financial forecasts must be examined by the Public Accounting firm, and the results of the Public Accounting firm's examination must be disclosed in the management discussion; and
d. the Issuer is responsible for the feasibility of such financial forecasts.
Ninth Part
Risk Factors
Article 22
In the risk factors section as referred to in Article 6 letter i, it must at least contain or disclose:
a. main risks that have a significant impact on the continuity of the Issuer's business; b. material business risks, both directly and indirectly, that can affect business results and the Issuer's financial condition, arising from at least including:
Article 23
(1) Business risk factors and general risks as referred to in Article 22 letters b and c must be compiled based on risk weights.
(2) Disclosure of risk factors as referred to in paragraph (1) must be elaborated in detail, accompanied by an explanation of the impact of each risk on the Issuer's performance.
Tenth Part
Important Events After the Date of the Public Accounting Report
Article 24
In the important events after the date of the Public Accounting report section as referred to in Article 6 letter j, it must at least contain or disclose:
a. information regarding all important events that occurred after the date of the Public Accounting report until the effective date of the Registration Statement; and b. a management statement regarding the absence of important events after the date of the Public Accounting report until the effective date of the Registration Statement, in the event that no important events exist.
Eleventh Part
Information Regarding the Issuer, Business Activities, as well as Trends and Business Prospects
Article 25
In the section regarding information about the Issuer, business activities, as well as trends and business prospects as referred to in Article 6 letter k, it must at least contain or disclose:
a. the history of the Issuer, which includes information regarding:
b) description of work experience; c) description of duties and responsibilities; and d) training programs to enhance competence (if any);
4. committees owned (if any), which must at least include:
a) legal basis for the appointment of the committee; b) names and descriptions of work experience of each committee member; c) description of the committee's duties and responsibilities; d) meeting frequency and member attendance rate; and e) brief report on the committee's activity implementation;
5. description of the internal control system applied by the Issuer and description of internal supervision implementation;
6. explanation of efforts made to manage risk;
7. description of social and environmental responsibility (if any); and
8. Issuer's organizational structure;
e. human resources, which must at least include:
details of the number of permanent employees of the Issuer and Subsidiary Companies over the last 3 (three) years or since establishment if less than 3 (three) years, presented in a table, by position, education, and age level, including explanation if there are significant changes in the number of such employees;
details of employees based on main activities and location of the Issuer;
details of the number of non-permanent employees of the Issuer and Subsidiary Companies over the last 3 (three) years or since establishment if less than 3 (three) years (if any);
information regarding employees with special expertise in their field (if any), which must at least include name, age, work experience, duties, and permits;
education and training facilities (if any);
details of the use of foreign labor and its permits (if any);
welfare facilities (if any), which include:
a) medical treatment; b) transportation; c) collective labor agreements; d) insurance; e) cooperatives; and f) pension funds;
information regarding the existence and activities of labor unions and their relationship with management; and
description of agreements to involve employees and management in the ownership of Issuer's shares, including agreements related to the Issuer's share ownership program by employees or members of the Board of Directors and Board of Commissioners (if any);
f. matters faced by the Issuer and Subsidiary Companies, as well as members of the Board of Directors and members of the Board of Commissioners of the Issuer, which have a material impact on the continuity of the Issuer's business (if any); g. information about Subsidiary Companies and/or associated companies (if any), at least:
Subsidiary Companies that contribute 10% (ten percent) or more of total assets, total liabilities, or profit (loss) before tax from consolidated financial statements, which must at least include:
a) name; b) year of establishment; c) general description of business activities;
d) capital structure and latest shareholder composition; e) permits related to business activities; f) administration and supervision; g) important financial data for the last 3 (three) fiscal years or since establishment if less than 3 (three) fiscal years; h) analysis and discussion of significant changes in important financial data and other significant events at the Subsidiary Company; i) proportion of voting rights owned if different from the proportion of share ownership by the Issuer; j) revenue contribution of the Subsidiary Company to the Issuer; and k) year the Issuer started investment in the Subsidiary Company; and
2. associated companies that contribute 10% (ten percent) or more of total assets, total liabilities, or profit (loss) before tax from consolidated financial statements, which must at least include name, general description of business activities, and percentage of share ownership;
h. Issuer's business activities and business trends and prospects, including:
d) mitigation measures that have been or will be taken regarding potential conflicts of interest.
Twelfth Part
Equity
Article 26
(1) In the section regarding equity information as referred to in Article 6 letter l must at least contain or disclose:
a. an equity table containing details of equity as of the financial reporting date for all periods presented in the financial statements; b. changes in capital structure that occurred after the last financial reporting date up to the effective date of the Registration Statement (if any);
c. plan for the Public Offering of Equity Securities stating the type and number of Equity Securities offered, the offering price of Equity Securities, and nominal value per share in the event that Equity Securities are shares;
d. pro forma equity table as of the last financial reporting date assuming that changes as referred to in letter b and the Public Offering as referred to in letter c have occurred as of the last financial reporting date; and e. pro forma table as referred to in letter d describing the equity position as of the financial reporting date assuming that all convertible debt Securities have been exchanged into shares, in the event that Securities in the Public Offering are convertible debt Securities.
(2) Disclosure of equity as referred to in paragraph (1) letter a must be based on financial statements audited by a Public Accountant.
Thirteenth Part
Dividend Policy
Article 27
In the dividend policy section as referred to in Article 6 letter m must contain or disclose information regarding dividend policy and dividend payment history.
Fourteenth Part
Taxation
Article 28
In the taxation section as referred to in Article 6 letter n must contain or disclose information regarding applicable taxes for both investors and the Issuer and special tax facilities obtained.
Fifteenth Part
Underwriting of Securities Issuance
Article 29
In the section regarding underwriting of Securities issuance as referred to in Article 6 letter o must contain or disclose a description of the important terms and conditions of the Securities underwriting agreement, at least including:
a. name of the Lead Underwriter of Securities; b. name of the Securities Underwriter;
c. form of underwriting;
d. percentage and value of underwriting; e. nature of affiliated relationship between the Securities Underwriter and the Issuer (if any); and f. description of the approach or method in determining the price of Equity Securities including factors and parameters used in price determination.
Sixteenth Part
Capital Market Supporting Institutions and Professions and Other Parties
Article 30
In the section regarding capital market supporting institutions and professions as well as other parties as referred to in Article 6 letter p must at least contain or disclose:
a. name, address, and description of duties and responsibilities of capital market supporting institutions and professions and other parties involved in the Public Offering; b. professional qualifications, for parties other than those registered in the Capital Market (if any);
c. information regarding membership of capital market supporting professions in associations; and
d. Issuer's statement regarding the absence of affiliated relationships between the Issuer and capital market supporting professions.
Seventeenth Part
Important Provisions in the Articles of Association and Other Important Provisions Related to Shareholders
Article 31
In the section regarding important provisions in the articles of association and other important provisions related to shareholders as referred to in Article 6 letter q, must at least contain or disclose:
a. important provisions in the articles of association, at least including:
purpose and objectives as well as business activities;
provisions regulating changes in capital;
provisions regulating the implementation of the Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders;
rights, preferences, and restrictions existing on each type of share, at least including:
a) rights to dividends, including the time limit for loss of dividend rights; b) voting rights; c) rights to distribution of remaining assets in the event of liquidation; and d) preemptive rights to offer Securities;
summary of provisions in the articles of association related to the Board of Directors at least:
a) authority and restrictions on the authority of Board of Directors members regarding a proposal, agreement, contract or loan approval (if any); and b) provisions regarding the term of office of Board of Directors members; and
summary of important provisions in the articles of association related to the Board of Commissioners; and
b. other important provisions related to shareholders:
provisions regulating restrictions on the right to own shares including rights for foreign shareholders to own or exercise voting rights (if any);
provisions regulating agreements or regulations that may affect changes in control of the Issuer, business mergers, acquisitions, or restructuring of the Issuer and Subsidiary Companies; and
provisions regulating the obligation to disclose share ownership with certain limits.
Eighteenth Part
Procedure for Ordering Equity Securities
Article 32
In the section regarding the procedure for ordering Equity Securities as referred to in Article 6 letter r, must at least contain or disclose:
a. submission of orders for purchase of Equity Securities; b. acceptable ordering requirements;
c. minimum number that can be ordered for each order;
d. submission of order forms; e. duration of the Public Offering; f. allocation date; g. criteria and requirements for special ordering by employees; h. payment requirements including payment deadline;
i. receipt for order forms;
j. method for allocating Equity Securities; k. criteria for cancellation of orders;
l. refund of order money including:
Nineteenth Part
Dissemination of Prospectus and Order Forms for Purchase of Equity Securities
Article 33
In the section regarding dissemination of Prospectus and order forms for purchase of Equity Securities, as referred to in Article 6 letter s, must at least contain or disclose:
a. explanation regarding the name, address, and telephone number of the Issuer, Securities Underwriter, Securities Sales Agents, and Securities Administration Bureau (if using a Securities Administration Bureau); b. explanation regarding the method and deadline for dissemination of the Prospectus;
c. places where the Prospectus and order forms for purchase of Equity Securities or other documents related to the Public Offering or copies thereof mentioned in the Prospectus can be obtained; and
d. places and parties that can be contacted to obtain the Prospectus.
Twentieth Part
Legal Opinion
Article 34
In the section regarding legal opinion as referred to in Article 6 letter t, the opinion from the Legal Consultant must at least contain or disclose:
a. validity of the deed of establishment; b. conformity of the latest articles of association with regulations in the Capital Market sector;
c. validity of agreements in the context of the Public Offering and other important agreements;
d. main permits and approvals required for the implementation of business activities or planned business activities of the Issuer; e. ownership status, encumbrances, insurance, and disputes over material assets of the Issuer; f. important and relevant matters, civil or criminal lawsuits, and other legal actions concerning the Issuer and Subsidiary Companies, members of the Board of Directors or members of the Board of Commissioners (if any); g. capital structure and shareholders of the Issuer as well as any changes over the last 3 (three) years before the Registration Statement or since establishment for Issuers established less than 3 (three) years, which are in accordance with regulations; and h. other material legal aspects related to the Issuer and the Equity Securities offering to be conducted.
Twenty-First Part
Financial Statements
Article 35
In the financial statements section as referred to in Article 6 letter u, must at least contain or disclose:
a. financial statements for the last 3 (three) fiscal years or since establishment for Issuers established less than 3 (three) fiscal years, presented in accordance with regulations in the Capital Market sector regarding the presentation and disclosure of financial statements of Issuers or Public Companies as well as regulations in the Capital Market sector regarding accounting guidelines for Securities companies; and b. Public Accountant's report regarding the presented financial statements.
Article 36
In the event that the effectiveness of the Registration Statement exceeds 6 (six) months from the last annual financial statement, the last annual financial statement must be supplemented with an interim financial statement audited by a Public Accountant, so that the time period between the effective date of the Registration Statement and the date of the interim financial statement does not exceed 6 (six) months.
Article 37
(1) Interim financial statements must be presented with comparison to the same interim period from the previous 1 (one) fiscal year, except for the statement of financial position. (2) Interim financial statements used as comparison do not need to be audited.
Article 38
In the event that after the last financial reporting date, the Issuer conducts transactions that have a significant impact on the Issuer's assets, liabilities, and operating results, the Issuer must disclose pro forma financial information.
Twenty-Second Part
Valuer's Report and Expert's Report
Article 39
(1) In the event that there are Valuer's reports and expert's reports, in the section regarding the Valuer's report and expert's report as referred to in Article 6 letter v, must at least contain or disclose:
a. summary of the Valuer's report or expert's report; and b. for experts, must also disclose information including name, address, and qualifications of the expert as well as a statement that the expert has given consent for the inclusion of the summary of the said report in the Prospectus in the event the Prospectus contains a summary of the report from the expert. (2) The Valuer's report as referred to in paragraph (1) letter a must meet regulations in the Capital Market sector regarding valuation guidelines and presentation of property valuation reports in the Capital Market.
CHAPTER IV
FORM OF SHORT PROSPECTUS
Article 40
The Short Prospectus must at least contain the following information:
a. information about the offering of Equity Securities; b. information about the use of funds obtained from the Public Offering;
c. information about the summary of important financial data;
d. information about management's discussion and analysis; e. information about risk factors; f. information about significant events after the date of the Accountant's Report; g. brief information about the Issuer and Subsidiary Companies; h. information about the procedure for ordering Equity Securities; and
i. information about the dissemination of the Prospectus and order forms for purchase of Equity Securities.
CHAPTER V
CONTENT OF SHORT PROSPECTUS
Article 41
Information about the offering of Equity Securities as referred to in Article 40 letter a must at least contain the following information:
a. date of the announcement permit for the Short Prospectus; b. initial offering period;
c. estimated date of Effectiveness of the Registration Statement from the Financial Services Authority;
d. estimated offering period; e. estimated allocation date; f. estimated date of refund of order money; g. estimated date of distribution of Securities; h. estimated date of listing, if the Securities will be listed on the Stock Exchange;
i. full name, address, logo (if any), telephone or fax number, email, Website, and post office including factories and representative offices (if any), and main business activities of the Issuer;
j. name of the Stock Exchange, if the Securities will be listed on the Stock Exchange; k. type of offering, including description regarding the nature, brief description of the Equity Securities offered, nominal value and description regarding the estimated quantity and estimated price, or approach and/or method in determining the price of Equity Securities
including factors and parameters used in price determination;
l. summary of shareholder rights;
m. information on whether the issued and offered shares are par value shares (treasury shares) and/or shares that have been fully paid up; n. information regarding options to own Issuer shares, including warrants or securities convertible into shares that have been granted or approved to be granted to employees, management, shareholders, and/or holders of the Issuer's or Issuer Business Group's debt securities (if any); o. information on the details of the share capital structure before the Public Offering and the pro forma share capital structure after the Public Offering in table form, at least:
authorized capital, issued and fully paid-up capital including the number of shares, par value, and total par value or total amount and value of shares in the case of shares without par value;
details of share ownership by shareholders with the provision that shareholders holding 5% (five percent) or more, members of the Board of Directors, and members of the Board of Commissioners must disclose their names, number of shares, total par value of shares, and percentage of ownership or total amount and value of shares and percentage of ownership in the case of shares without par value;
treasury shares (shares in storage), which include the number of shares and par value or total amount and value of shares in the case of shares without par value; and
pro forma share capital if convertible or exercisable securities are converted or exercised (if any);
p. parties prohibited from transferring part or all of their ownership of the Issuer's equity securities, including employees, members of the Board of Directors, and members of the Board of Commissioners, after the Registration Statement becomes effective (if any); q. estimated full names of the Underwriter and the Issuing Underwriter (if any); r. estimated full names of capital market supporting institutions and professions and other parties; s. estimated names and full addresses of the securities sales agents; t. estimated place and date of Prospectus publication; u. a statement in capital letters, bold type, which immediately attracts the reader's attention, namely:
"INFORMATION IN THIS DOCUMENT MAY STILL BE COMPLETED AND/OR CHANGED. THIS SECURITIES REGISTRATION STATEMENT HAS BEEN SUBMITTED TO THE FINANCIAL SERVICES AUTHORITY BUT HAS NOT YET OBTAINED AN EFFECTIVENESS STATEMENT FROM THE FINANCIAL SERVICES AUTHORITY. THIS INFORMATION MAY ONLY BE USED FOR THE INITIAL OFFERING OF THESE SECURITIES. THESE SECURITIES CANNOT BE SOLD BEFORE THE REGISTRATION STATEMENT SUBMITTED TO THE FINANCIAL SERVICES AUTHORITY BECOMES EFFECTIVE. ORDERS TO PURCHASE THESE SECURITIES MAY ONLY BE EXECUTED AFTER THE PROSPECTIVE BUYER OR ORDERER RECEIVES OR HAS THE OPPORTUNITY TO READ THE PROSPECTUS." "COMPLETE INFORMATION REGARDING THE PUBLIC OFFERING IS CONTAINED IN THE PROSPECTUS."
v. the following statement in capital letters which immediately attracts the reader's attention:
"THE FINANCIAL SERVICES AUTHORITY DOES NOT GIVE A STATEMENT APPROVING OR DISAPPROVING THESE SECURITIES, NOR DOES IT STATE THE TRUTH OR ADEQUACY OF THE CONTENT OF THIS SUMMARY PROSPECTUS. ANY STATEMENT CONTRARY TO THE ABOVE IS AN ILLEGAL ACT." "THE ISSUER AND THE UNDERWRITER (if any) ARE FULLY RESPONSIBLE FOR THE TRUTH OF ALL INFORMATION OR MATERIAL FACTS AND THE HONESTY OF OPINIONS CONTAINED IN THIS SUMMARY PROSPECTUS." w. Issuer's statement on price stabilization plans for the Securities (if any); and
x. a statement that in connection with the Public Offering, every affiliated party is prohibited from providing information or statements regarding data not disclosed in the Prospectus without the written approval of the Issuer and the Underwriter (if any).
Article 42
Information on the use of funds obtained from the results of the Public Offering as referred to in Article 40 letter b contains a summary of information on matters as referred to in Article 13 letter a.
Article 43
Information on the summary of important financial data as referred to in Article 40 letter c must at least contain or disclose:
a. revenue; b. profit (loss) for the current year;
c. total comprehensive income for the current year;
d. total assets; e. total liabilities; f. total equity; g. ratio of profit (loss) for the current year to total assets; h. ratio of profit (loss) for the current year to equity; and
i. financial ratios relevant to the Issuer's industry.
Article 44
Information on management discussion and analysis as referred to in Article 40 letter d contains a brief discussion on matters as referred to in Articles 19 to 21.
Article 45
Information on risk factors as referred to in Article 40 letter e contains a summary of matters regulated in Article 22.
Article 46
Information on significant events after the date of the Public Accountant's report as referred to in Article 40 letter f includes information on all material facts occurring after the date of the Public Accountant's report.
Article 47
Brief information on the Issuer and Subsidiary Companies as referred to in Article 40 letter g must at least contain and disclose:
a. brief information on the Issuer including business activities and the names of members of the Issuer's Board of Directors and Board of Commissioners; and b. brief information on the Subsidiary Companies including the business activities of those Subsidiary Companies.
Article 48
Information on the procedure for ordering equity securities as referred to in Article 40 letter h contains a summary of matters as referred to in Article 32.
Article 49
Information on the dissemination of the Prospectus and the equity securities purchase order form as referred to in Article 40 letter i contains a summary of matters as referred to in Article 33.
CHAPTER VI
OTHER PROVISIONS
Article 50
(1) In the event the Issuer will issue convertible debt securities through a Public Offering, the nature of such convertible debt securities must be mandatory convertible debt securities. (2) Information disclosure in the Prospectus for Securities as referred to in paragraph (1) includes all information disclosure as regulated in this Financial Services Authority Regulation, and disclosure for the issuance of convertible debt securities as regulated in the Financial Services Authority Regulation on the Form and Content of Prospectus in Connection with Capital Increase of Public Companies by Exercising Preemptive Rights.
Article 51
In the event the Public Offering is accompanied by the issuance of warrants, the number of warrants to be issued and warrants outstanding must not exceed 35% (thirty-five percent) of the number of shares that have been placed and fully paid up at the time the Registration Statement is submitted to the Financial Services Authority.
Article 52
In the event the allocation manager in the Public Offering of the Issuer's equity securities also assists shareholders who are disposing of shares to specific parties as referred to in Article 12 letter d, the allocation manager must prioritize the Issuer's interests.
Article 53
In the event a Shariah Issuer submits a Registration Statement in connection with the Public Offering of equity securities, in addition to fulfilling the provisions in this Financial Services Authority Regulation, the Shariah Issuer must fulfill the provisions as referred to in the Financial Services Authority Regulation on the Issuance and Requirements of Shariah Stocks by Shariah Issuers or Shariah Public Companies.
CHAPTER VII
SANCTION PROVISIONS
Article 54
(1) Without prejudice to criminal provisions in the Capital Market field, the Financial Services Authority has the authority to impose administrative sanctions on any party that violates the provisions of this Financial Services Authority Regulation, including parties causing the violation, in the form of:
a. written warning; b. fine, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. suspension of business activities; e. revocation of business license; f. cancellation of approval; and g. cancellation of registration.
(2) Administrative sanctions as referred to in paragraph (1) letter b, letter c, letter d, letter e, letter f, or letter g may be imposed with or without prior imposition of an administrative sanction in the form of a written warning as referred to in paragraph (1) letter a. (3) Administrative sanctions in the form of a fine as referred to in paragraph (1) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (1) letter c, letter d, letter e, letter f, or letter g.
Article 55
In addition to administrative sanctions as referred to in Article 54 paragraph (1), the Financial Services Authority may take certain actions against any party that violates the provisions of this Financial Services Authority Regulation.
Article 56
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 54 paragraph (1) and certain actions as referred to in Article 55 to the public.
CHAPTER VIII
TRANSITIONAL PROVISIONS
Article 57
For Issuers who have submitted a Registration Statement in connection with the Public Offering of equity securities to the Financial Services Authority but the Registration Statement has not yet become effective before this Financial Services Authority Regulation takes effect, the Prospectus submitted by the Issuer in connection with the Public Offering of equity securities shall continue to follow Regulation Number IX.C.2, appendix of the Decision of the Head of the Capital Market Supervisory Board Number Kep-51/PM/1996 dated January 17, 1996 concerning Guidelines on the Form and Content of Prospectus and Summary Prospectus in Connection with Public Offerings and Regulation Number IX.C.3, appendix of the Decision of the Head of the Capital Market Supervisory Board Number Kep-43/PM/2000 dated October 27, 2000 concerning Amendment to Regulation Number IX.C.3 concerning Guidelines on the Form and Content of Summary Prospectus in Connection with Public Offerings.
CHAPTER IX
CLOSING PROVISIONS
Article 58
At the time this Financial Services Authority Regulation takes effect:
This copy is in accordance with the original
Legal Director 1
Legal Department signed
Yuliana
Article 59
This Financial Services Authority Regulation takes effect on the date of its enactment.
To ensure that everyone knows it, order the enactment of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia. Determined in Jakarta on March 14, 2017 CHAIRMAN OF THE COMMISSIONERS FINANCIAL SERVICES AUTHORITY, signed MULIAMAN D. HADAD Enacted in Jakarta on March 14, 2017 MINISTER OF LAW AND HUMAN RIGHTS REPUBLIC OF INDONESIA, signed YASONNA H. LAOLY STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2017 NUMBER 45
EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 8 /POJK.04/2017
CONCERNING
FORM AND CONTENT OF PROSPECTUS AND SUMMARY PROSPECTUS IN CONNECTION WITH PUBLIC OFFERING OF EQUITY SECURITIES
I. GENERAL
One of the sources of information required by shareholders or investors in making investment decisions is the Prospectus, which is the main document in connection with the Public Offering. Therefore, the information contained in the Prospectus must truly reflect the condition of the Issuer and the Securities offering being conducted, so that if the information presented is incorrect regarding material facts, or does not disclose correct information regarding material facts, it may result in investors making inappropriate investment decisions. In practice, disclosure in the Prospectus has undergone significant development, both in terms of the transaction schemes conducted and the need for more comprehensive information disclosure to fulfill the transparency principle as regulated in Law Number 8 of 1995 concerning the Capital Market and to provide protection to the public. In addition, while still emphasizing the quality of information disclosure, some simplifications, particularly historical information, are necessary with the aim of improving the quality of the Prospectus. Currently, provisions regarding disclosure in the Prospectus and Summary Prospectus for Public Offerings of equity securities, debt securities, and Sukuk are regulated in Regulation Number IX.C.2, appendix of the Decision of the Head of the Capital Market Supervisory Board Number Kep-51/PM/1996 dated January 17, 1996 concerning Guidelines on the Form and Content of Prospectus and Summary Prospectus in Connection with Public Offerings and Regulation Number IX.C.3, appendix of the Decision of the Head of the Capital Market Supervisory Board Number Kep-43/PM/2000 dated October 20, 2000 concerning Amendment to Regulation Number IX.C.3 concerning Guidelines on the Form and Content of Summary Prospectus in Connection with Public Offerings. However, fundamentally, equity securities and debt securities have different characteristics, so with this consideration, Regulation Number IX.C.2 and Regulation Number IX.C.3 need to be revised and separated into 2 (two) Financial Services Authority Regulations. Furthermore, in the revision of this regulation, adjustments have also been made to the ASEAN Equity Securities Disclosure Standards. The main provisions in the regulation concerning guidelines on the form and content of Prospectus and Summary Prospectus in connection with Public Offerings of equity securities include, among others:
a. adding provisions regarding disclosure that the issued Prospectus is important and requires immediate attention and that prospective investors should consult with competent parties; b. adding provisions regarding disclosure of the names of parties assisting the Issuer in preparing the Prospectus;
c. adding other information disclosure specifically related to the public offering of equity securities, including as follows:
information on other Securities accompanying the Issuer's Public Offering to accommodate Issuers conducting Public Offerings accompanied by other Securities, such as warrants and options (employee stock option plan (ESOP) and management stock option plan (MSOP));
information on equity securities allocated to employees in the Public Offering through the Employee Stock Allocation (ESA) Program; and
information if the Issuer conducts an over-allotment option ("greenshoe") and price stabilization; and
information on parties prohibited from transferring part or all of their ownership of the Issuer's shares and/or other Equity Securities after the Registration Statement becomes effective.
II. ARTICLE BY ARTICLE
Article 1
Clearly sufficient.
Article 2
Clearly sufficient.
Article 3
Clearly sufficient.
Article 4
What is meant by "responsibility" is responsibility as referred to in Law Number 8 of 1995 concerning the Capital Market.
Article 5
Clearly sufficient.
Article 6
Letter a
Clearly sufficient.
Letter b
Clearly sufficient.
Letter c
Clearly sufficient.
Letter d
Clearly sufficient.
Letter e
Clearly sufficient.
Letter f
Clearly sufficient.
Letter g
Clearly sufficient.
Letter h
Clearly sufficient.
Letter i
Clearly sufficient.
Letter j
Clearly sufficient.
Letter k
In practice, the aforementioned "trend" is also known as trend.
Letter l
Clearly sufficient.
Letter m
Clearly sufficient.
Letter n
Clearly sufficient.
Letter o
Clearly sufficient.
Letter p
Clearly sufficient.
Letter q
Clearly sufficient.
Letter r
Clearly sufficient.
Letter s
Clearly sufficient.
Letter t
Clearly sufficient.
Letter u
Clearly sufficient.
Letter v
Clearly sufficient.
Article 7
Letter a
Clearly sufficient.
Letter b
Clearly sufficient.
Letter c
Clearly sufficient.
Letter d
Clearly sufficient.
Letter e
Clearly sufficient.
Letter f
Clearly sufficient.
Letter g
In practice, the aforementioned "electronic letter" is also known as e-mail.
Disclosure of factories and representative offices is required if the operational office is not at the headquarters.
Letter h
Clearly sufficient.
Letter i
Clearly sufficient.
Letter j
Clearly sufficient.
Letter k
Clearly sufficient.
Letter l
Clearly sufficient.
Letter m
Clearly sufficient.
Letter n
Clearly sufficient.
Article 8
Letter a
Clearly sufficient.
Letter b
Clearly sufficient.
Letter c
What is meant by "affiliation" is affiliation as referred to in Law Number 8 of 1995 concerning the Capital Market.
Letter d
Clearly sufficient.
Letter e
Examples of parties assisting in the preparation of the Prospectus include financial advisors.
Letter f
Number 1
Clearly sufficient.
Number 2
The Issuing Underwriter who can perform price stabilization is the Issuing Underwriter functioning as the stabilization agent.
Article 9
Clearly sufficient.
Article 10
Clearly sufficient.
Article 11
Letter a
Clearly sufficient.
Letter b
What is meant by "preemptive right" is the right attached to shares that gives the respective shareholder the opportunity to buy shares and/or other equity securities, whether convertible into shares or giving the right to buy shares, before being offered to other parties. Letter c Clearly sufficient.
Letter d
In practice, the aforementioned "electronic letter" is also known as e-mail.
Disclosure of factories and representative offices is required if the operational office is not at the headquarters.
Letter e
Clearly sufficient.
Letter f
Number 1
Clearly sufficient.
Number 2
Clearly sufficient.
Number 3
Clearly sufficient.
Number 4
Letter a)
Information on the number and percentage of shares to be listed on the Stock Exchange is divided into shares offered to the public and additional listing of shares that have been fully paid up. Letter b) Information on restrictions on listing shares is contained or disclosed if there are restrictions from regulatory authorities for specific industries. Number 5 What is meant by "Issuer's plan" is the plan to issue Securities that already exists at the time the Prospectus is issued. Number 6 Clearly sufficient. Letter g Clearly sufficient. Letter h Clearly sufficient.
Letter i
Clearly sufficient.
Letter j
Clearly sufficient.
Article 12
Letter a
Clearly sufficient.
Letter b
Disclosure of the percentage of shares offered by shareholders includes the percentage of the total paid-up capital before and after the Public Offering. Letter c Securities owned by shareholders include where the shareholder is the beneficial owner. Letter d Clearly sufficient. Letter e Clearly sufficient.
Article 13
Letter a
Examples of the use of funds obtained from the results of the Public Offering include development of existing facilities, diversification, and addition of working capital. Letter b Clearly sufficient.
Article 14
Clearly sufficient.
Article 15
Letter a
In practice, "underwriting service fee" is called underwriting fee.
Letter b
In practice, "management service fee" is called management fee.
Letter c
In practice, "sales service fee" is called selling fee.
Letter d
Clearly sufficient.
Letter e
Clearly sufficient.
Letter f
In practice, "financial advisory service fee" is called financial advisory fee.
Letter g
Clearly sufficient.
Article 16
Letter a
Clearly sufficient.
Letter b
Clearly sufficient.
Letter c
Clearly sufficient.
Letter d
Clearly sufficient.
Letter e
Clearly sufficient.
Letter f
Examples of the nature of loans include working capital loans.
Letter g
Clearly sufficient.
Article 17
Paragraph (1)
Letter a
Clearly sufficient.
Letter b
Clearly sufficient.
Letter c
Clearly sufficient.
Letter d
Clearly sufficient.
Letter e
In practice, the aforementioned "default condition" is also known as default.
Letter f
In practice, the aforementioned "restriction" is also known as negative covenant.
Paragraph (2)
Clearly sufficient.
Article 18
Clearly sufficient.
Article 19
Brief descriptions aim to provide explanations regarding the financial condition, changes in financial condition, and business activities of the Issuer at the time the Prospectus is issued and expected in the future.
Article 20
Letter a
Clearly sufficient.
Letter b
Clearly sufficient.
Letter c
Clearly sufficient.
Letter d
Clearly sufficient.
Letter e
Clearly sufficient.
Letter f
Clearly sufficient.
Letter g
Clearly sufficient.
Letter h
Clearly sufficient.
Letter i
Clearly sufficient.
Letter j
Clearly sufficient.
Letter k
Clearly sufficient.
Letter l
Clearly sufficient.
Letter m
Clearly sufficient.
Letter n
In practice, "still owed" is also known as outstanding.
Letter o
Clearly sufficient.
Article 21
Clearly sufficient.
Article 22
Letter a
Clearly sufficient.
Letter b
Clearly sufficient.
Letter c
Clearly sufficient.
Letter d
Examples of risks for investors include the risk of illiquidity of the Securities offered by the Issuer and a decrease in the price of Securities.
Letter e
Clearly sufficient.
Article 23
Clearly sufficient.
Article 24
Clearly sufficient.
Article 25
Letter a
Number 1
Clearly sufficient.
Number 2
Clearly sufficient.
Number 3
Clearly sufficient.
Number 4
The aforementioned change in share ownership is based on legal documents underlying the change, such as transfer deeds.
Number 5
Clearly sufficient.
Number 6
What is meant by "important agreement" includes licenses, main buyers, appointment of single agents or distributors for important products, technical agreements, and/or corporate guarantees that have a significant impact on the Issuer's operations and profitability. Number 7 Examples of important fixed assets owned and/or controlled by the Issuer include land, buildings, and factories, along with their location and status. Number 8 Clearly sufficient. Number 9 Clearly sufficient. Letter b Clearly sufficient.
Letter c
Number 1
Clearly sufficient.
Number 2
Clearly sufficient.
Number 3
Clearly sufficient.
Number 4
What is meant by "family relationship" is family relationship as referred to in the definition of affiliation in Law Number 8 of 1995 concerning the Capital Market. Number 5 Clearly sufficient. Letter d Number 1 Clearly sufficient. Number 2 Clearly sufficient. Number 3 Clearly sufficient. Number 4 Examples of committees owned include audit committees, nomination and remuneration committees, risk committees, and other committees. Number 5 Clearly sufficient. Number 6 Clearly sufficient. Number 7 Clearly sufficient. Number 8 Clearly sufficient. Letter e Number 1 Clearly sufficient.
Number 2
Clearly sufficient.
Number 3
Clearly sufficient.
Number 4
Clearly sufficient.
Number 5
Clearly sufficient.
Number 6
Clearly sufficient.
Number 7
Letter a)
Clearly sufficient.
Letter b)
Clearly sufficient.
Letter c)
As defined in Law Number 13 of 2003 concerning Manpower, what is meant by collective labor agreement is an agreement that is the result of negotiations between labor unions/worker unions or several labor unions/worker unions registered with the competent manpower authority with employers, or several employers or employer associations containing working conditions, rights, and obligations of both parties. Letter d) Clearly sufficient. Letter e) Clearly sufficient. Letter f) Clearly sufficient. Number 8 Clearly sufficient.
Number 9
In practice, "employee stock ownership program or Board of Directors and Board of Commissioners" is known as employee stock option plan or management stock option plan. Letter f Clearly sufficient. Letter g Number 1 Letter a) Clearly sufficient. Letter b) Clearly sufficient. Letter c) Clearly sufficient. Letter d) Clearly sufficient. Letter e) Clearly sufficient. Letter f) Clearly sufficient. Letter g) Financial information of the Subsidiary Company is obtained from the financial statements of the Subsidiary Company. Letter h) Clearly sufficient. Letter i) Clearly sufficient. Letter j) Clearly sufficient. Letter k) Clearly sufficient. Number 2 Clearly sufficient. Letter h Number 1 Clearly sufficient.
Item 2
Clearly stated.
Item 3
Clearly stated.
Item 4
Clearly stated.
Item 5
Clearly stated.
Item 6
Clearly stated.
Item 7
In practice, the aforementioned "trend" is also known as trend.
Item 8
Clearly stated.
Item 9
Clearly stated.
Item 10
In practice, the aforementioned "franchise" is also known as franchise.
Item 11
Clearly stated.
Item 12
Examples of specific risks that may arise from working capital in relation to the Issuer's business activities include:
Item 16
Clearly stated.
Item 17
Disclosure examples can be performed quantitatively in the form of percentages.
Item 18
Clearly stated.
Item 19
Affiliate transactions and/or transactions containing conflicts of interest as referred to herein refer to legislation in the Capital Market sector regulating affiliate transactions and conflicts of interest in certain transactions. At the time this Financial Services Authority Regulation takes effect, the legislation in the Capital Market sector regulating affiliate transactions and conflicts of interest in certain transactions that is in effect is Regulation Number IX.E.1, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number Kep-412/BL/2009 dated November 25, 2009 concerning Affiliate Transactions and Conflicts of Interest in Certain Transactions. Item 20 Clearly stated. Item 21 Clearly stated. Item 22 Clearly stated. Item 23 The term "aggregate" refers to the total amount of similar and recurring transactions. Item 24 Clearly stated.
Article 26
Clearly stated.
Article 27
Examples of dividend policy calculations can be in the form of the percentage of dividends to be distributed against net profit or other bases.
Article 28
Clearly stated.
Article 29
Clearly stated.
Article 30
Letter a
The term "Capital Market supporting institutions" includes, among others, securities administration bureaus.
The term "Capital Market supporting professions" consists of, among others:
Item 2
Examples of regulations related to changes in capital include capital increases, capital reductions, waiver of pre-emptive rights in capital additions, including decision-making quorums. Item 3 Clearly stated. Item 4 Clearly stated. Item 5 Clearly stated. Item 6 Clearly stated. Letter b Clearly stated.
Article 32
Clearly stated.
Article 33
Clearly stated.
Article 34
Letter a
Clearly stated.
Letter b
Clearly stated.
Letter c
Clearly stated.
Letter d
The term "principal permits and approvals" refers to material permits and approvals related to business activities, ownership of specific assets, permits and approvals related to business activities according to its industry.
Letter e
Clearly stated.
Letter f
Clearly stated.
Letter g
Disclosure examples, if in the last 3 (three) years prior to the Registration Statement or since the establishment of an Issuer established for less than 3 (three) years, there have been no changes in capital structure and/or share ownership, the disclosure in the legal opinion section consists of the last capital structure change and/or last share ownership change. Letter h Clearly stated.
Article 35
Letter a
At the time this Financial Services Authority Regulation takes effect, the legislation in the Capital Market sector regulating the presentation and disclosure of financial reports of Issuers or Public Companies that is in effect is Regulation Number VIII.G.7, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number Kep-347/BL/2012 dated June 25, 2012 concerning the Presentation and Disclosure of Financial Reports of Issuers or Public Companies, and legislation in the Capital Market sector regulating accounting guidelines for securities companies is Regulation Number VIII.G.17, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number Kep-689/BL/2011 dated December 30, 2011 concerning Accounting Guidelines for Securities Companies. Letter b Clearly stated.
Article 36
Clearly stated.
Article 37
Paragraph (1)
Clearly stated.
Paragraph (2)
The term "not required to be audited" refers to both those subject to review engagements and those not subject to review engagements.
Article 38
Examples of transactions that have a significant impact on the Issuer's assets, liabilities, and operating results include business combinations, acquisitions, divestitures, and discontinuation of significant operating segments.
Article 39
Paragraph (1)
Clearly stated.
Paragraph (2)
At the time this Financial Services Authority Regulation takes effect, the legislation in the Capital Market sector regulating guidelines for valuation and presentation of property valuation reports in the Capital Market that is in effect is Regulation Number VIII.C.4, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number Kep-478/BL/2009 dated December 31, 2009 concerning Guidelines for Valuation and Presentation of Property Valuation Reports in the Capital Market.
Article 40
Clearly stated.
Article 41
Letter a
Clearly stated.
Letter b
Clearly stated.
Letter c
Clearly stated.
Letter d
Clearly stated.
Letter e
Clearly stated.
Letter f
Clearly stated.
Letter g
Clearly stated.
Letter h
Clearly stated.
Letter i
In practice, the aforementioned "electronic mail" is also known as e-mail.
Disclosure of factories and representative offices is required if the operational office is not at the headquarters.
Letter j
Clearly stated.
Letter k
Price estimates are not offering prices. Offering prices may be outside the estimate.
Letter l
Clearly stated.
Letter m
Clearly stated.
Letter n
Clearly stated.
Letter o
Clearly stated.
Letter p
Clearly stated.
Letter q
Clearly stated.
Letter r
Clearly stated.
Letter s
Clearly stated.
Letter t
The purpose of the Issuer estimating the date the Prospectus is issued is to provide information about changes and/or additional information to prospective investors. Letter u Clearly stated. Letter v Clearly stated. Letter w Clearly stated. Letter x Clearly stated.
Article 42
Clearly stated.
Article 43
Clearly stated.
Article 44
Clearly stated.
Article 45
Clearly stated.
Article 46
Clearly stated.
Article 47
Clearly stated.
Article 48
Clearly stated.
Article 49
Clearly stated.
Article 50
Clearly stated.
Article 51
Clearly stated.
Article 52
Clearly stated.
Article 53
Clearly stated.
Article 54
Clearly stated.
Article 55
The term "certain actions" includes, among others, postponing the issuance of an effectiveness statement for the Registration Statement in the context of a Public Offering.
Article 56
Announcements of the imposition of administrative sanctions and certain actions by the Financial Services Authority can be made, among others, through the Financial Services Authority website or the Financial Services Authority annual report.
Article 57
Clearly stated.
Article 58
Clearly stated.
Article 59
Clearly stated.
SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6029 ---
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Source: Otoritas Jasa Keuangan (Financial Services Authority) — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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