FINANCIAL SERVICES AUTHORITY REGULATION

NUMBER 23 /POJK.04/2017

ON

INITIAL PROSPECTUS AND INFO MEMO

BY THE GRACE OF THE MOST HIGH GOD,

THE COMMISSIONERS COUNCIL OF THE FINANCIAL SERVICES AUTHORITY,

Considering:
a. that with the enactment of Law Number 21 of 2011 concerning the Financial Services Authority, since December 31, 2012, the functions, duties, and authority for the regulation and supervision of financial services activities in the capital market sector, including regulations regarding initial prospectuses and info memos, have shifted from the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority;

b. that to provide clarity and certainty regarding regulations on initial prospectuses and info memos, existing legislation in the capital market sector concerning initial prospectuses and info memos issued prior to the establishment of the Financial Services Authority needs to be converted into a Financial Services Authority Regulation;

c. that based on the considerations referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation concerning Initial Prospectuses and Info Memos;

THE FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA

COPY

Recalling: 1. Law Number 8 of 1995 concerning the Capital Market (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:

To Establish: A FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING INITIAL PROSPECTUSES AND INFO MEMOS.

CHAPTER I

GENERAL PROVISIONS

Article 1

In this Financial Services Authority Regulation, the following terms are defined as:

1. Prospectus is any written information related to a public offering with the aim of having another party purchase securities.
2. Initial Prospectus is a written document containing all information in the Prospectus that is submitted to the Financial Services Authority as part of the registration statement, except for information regarding the nominal value, quantity, and offering price of securities, underwriting of securities issuance, bond interest rates, or other matters related to offering requirements that cannot yet be determined.
3. Info Memo is a written document containing all information in the Initial Prospectus and additional relevant information (if any), written in a language other than Indonesian, and may be created in a different format.
4. Summary Prospectus is a summary of the contents of the Initial Prospectus.
5. Initial Offering is an invitation, whether direct or indirect, using the Initial Prospectus, which among other things aims to ascertain the interest of potential buyers in the securities to be offered and/or the estimated offering price of the securities.
6. Securities are negotiable instruments, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, units of participation in collective investment contracts, futures contracts over securities, and every derivative of securities.
7. Public Offering is the activity of offering Securities conducted by the issuer to sell Securities to the public in accordance with the procedures regulated in Law Number 8 of 1995 concerning the Capital Market and its implementing regulations.

Article 2

Initial Prospectuses and Info Memos may include information regarding:
a. the range of the quantity of Securities to be offered; b. the range of the offering price of Securities; and
c. other matters related to offering requirements.

Article 3

Initial Prospectuses and Info Memos may only be distributed after the publication of the Summary Prospectus as referred to in the legislation in the capital market sector regulating the procedures for registration in the context of a Public Offering.

Article 4

The submission of interest to purchase Securities by potential buyers during the Initial Offering period must be non-binding and does not constitute an order for a Security.

CHAPTER II

COVER PAGE OF INITIAL PROSPECTUS AND INFO MEMO

Article 5

Initial Prospectuses and Info Memos must contain the date of issuance and a statement on the cover page of the Initial Prospectus and Info Memo in large print with red ink that immediately attracts attention, in the language used in the Initial Prospectus and Info Memo, namely:

"INFORMATION IN THIS DOCUMENT MAY STILL BE COMPLETED AND/OR CHANGED. THIS REGISTRATION STATEMENT FOR SECURITIES HAS BEEN SUBMITTED TO THE FINANCIAL SERVICES AUTHORITY BUT HAS NOT YET OBTAINED AN EFFECTIVE STATEMENT FROM THE FINANCIAL SERVICES AUTHORITY. THIS DOCUMENT MAY ONLY BE USED IN THE CONTEXT OF AN 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 POTENTIAL BUYER OR ORDERER RECEIVES OR HAS THE OPPORTUNITY TO READ THE PROSPECTUS."

CHAPTER III

SANCTION PROVISIONS

Article 6

(1) Without prejudice to criminal provisions in the capital market sector, 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/or g. cancellation of registration.

(2) Administrative sanctions as referred to in paragraph (1) letters b, c, d, e, f, or 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) letters c, d, e, f, or g.

Article 7

In addition to administrative sanctions as referred to in Article 6 paragraph (1), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 8

The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 6 paragraph (1) and specific actions as referred to in Article 7 to the public.

CHAPTER IV

CLOSING PROVISIONS

Article 9

At the time this Financial Services Authority Regulation comes into force, the Decision of the Chairman of the Capital Market Supervisory Agency Number Kep-41/PM/2000 concerning Initial Prospectuses and Info Memos, along with Regulation Number IX.A.8 which is its attachment, are repealed and declared invalid.

This copy is consistent with the original
Director of Law 1
Law Department signed
Yuliana

Article 10

This Financial Services Authority Regulation comes into force on the date of its enactment.

To ensure that everyone knows it, it is ordered to promulgate this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on June 21, 2017

CHAIRMAN OF THE COMMISSIONERS COUNCIL
FINANCIAL SERVICES AUTHORITY, signed
MULIAMAN D. HADAD

Promulgated in Jakarta on June 22, 2017

MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2017 NUMBER 123

EXPLANATION

OF

FINANCIAL SERVICES AUTHORITY REGULATION

NUMBER 23 /POJK.04/2017

ON

INITIAL PROSPECTUS AND INFO MEMO

I. GENERAL

That since December 31, 2012, the functions, duties, and authority for the regulation and supervision of financial services activities in the capital market, insurance, pension funds, financing institutions, and other financial service institutions have shifted from the Minister of Finance and the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority.

In relation to the above, it is necessary to reorganize the existing regulatory structure, particularly those related to the capital market sector, by converting Capital Market Supervisory Agency Regulations related to the capital market sector into Financial Services Authority Regulations. This reorganization is carried out so that there are Financial Services Authority Regulations related to the capital market sector that are consistent with Financial Services Authority Regulations in other sectors.

Based on the background and aspects mentioned, it is necessary to replace the existing legislation in the capital market sector regulating Initial Prospectuses and Info Memos, namely the Decision of the Chairman of the Capital Market Supervisory Agency Number Kep-41/PM/2000 concerning Initial Prospectuses and Info Memos, along with Regulation Number IX.A.8 which is its attachment, with a Financial Services Authority Regulation concerning Initial Prospectuses and Info Memos.

II. ARTICLE BY ARTICLE

Article 1
Clear enough.

Article 2
Clear enough.

Article 3
Clear enough.

Article 4
In practice, the "Initial Offering" referred to is also known as bookbuilding.

Article 5
Clear enough.

Article 6
Clear enough.

Article 7
The term "specific actions" includes, among other things, the postponement of the issuance of an effective statement for the registration statement in the context of a Public Offering.

Article 8
Clear enough.

Article 9
Clear enough.

Article 10
Clear enough.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6070