Financial Services Authority Regulation Number 29/POJK.04/2021 Concerning Offerings That Are Not General Offerings

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
COPY
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 29 /POJK.04/2021
CONCERNING
OFFERINGS THAT ARE NOT GENERAL OFFERINGS
BY THE GRACE OF GOD THE ALMIGHTY
THE COMMISSIONERS COUNCIL OF THE FINANCIAL SERVICES AUTHORITY, Considering:
a. that the value limit for offerings of securities that are not general offerings needs to be adjusted to the development of existing business activities and best practices in other countries; b. that the value limit for offerings of securities that are not general offerings, which has been regulated in Financial Services Authority Regulation Number 26/POJK.04/2020 concerning Offerings That Are Not General Offerings, is no longer in line with legal needs and therefore needs to be replaced;
c. that based on the considerations as referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation concerning Offerings That Are Not General Offerings;
Recalling:

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);
   DECIDING:
   To establish: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING OFFERINGS THAT ARE NOT GENERAL OFFERINGS.

CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are defined as:

1. Offering is an invitation, whether direct or indirect, express or implied, to carry out a specific transaction.
2. Securities are negotiable instruments, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, investment contract units, futures contracts over Securities, and any derivatives of Securities.
3. General Offering is the activity of offering Securities carried out by the issuer to sell Securities to the public based on procedures regulated in the Capital Markets Law and its implementing regulations.
4. Party is an individual, company, joint venture, association, or organized group.

CHAPTER II
SECURITIES OFFERINGS
Article 2
Securities Offerings carried out within the territory of the Republic of Indonesia or to Indonesian citizens using mass media or offered to more than 100 (one hundred) Parties or have been sold to more than 50 (fifty) Parties constitute a General Offering.

Article 3
(1) Securities Offerings as referred to in Article 2 are not a General Offering, if they meet the following conditions:
a. the total value of the Offering is at most IDR 5,000,000,000.00 (five billion rupiah); and b. carried out in 1 (one) time or several times Offerings within a maximum period of 12 (twelve) months. (2) The Financial Services Authority may set a value limit other than the value as referred to in paragraph (1) letter a for Securities Offerings that are not General Offerings, in the event:
a. Securities Offerings carried out by supranational institutions; b. Equity-type Securities Offerings by foreign companies that have been listed on a stock exchange or Public Companies directed to employees, members of the board of directors, and/or members of the board of commissioners of the company and/or controlled companies;
c. Securities Offerings for market deepening;
and/or d. Securities Offerings that support Government policy.

CHAPTER III
CLOSING PROVISIONS
Article 4
Upon the implementation of this Financial Services Authority Regulation, Financial Services Authority Regulation Number 26/POJK.04/2020 concerning Offerings That Are Not General Offerings (State Gazette of the Republic of Indonesia Year 2020 Number 116, Supplement to the State Gazette of the Republic of Indonesia Number 6502) is repealed and declared invalid.

Article 5
This Financial Services Authority Regulation comes into force on the date of its promulgation.

This copy is in accordance with the original
Director of Law 1
Legal Department signed
Mufli Asmawidjaja

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 30 December 2021 CHAIRMAN OF THE COMMISSIONERS COUNCIL FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA, signed WIMBOH SANTOSO

Promulgated in Jakarta on 31 December 2021
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY
STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2021 NUMBER 291

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 29 /POJK.04/2021
CONCERNING
OFFERINGS THAT ARE NOT GENERAL OFFERINGS

I. GENERAL
The Financial Services Authority is an institution that has a function as a regulator of the financial services sector, one of which is the capital market field, which plays a role in regulating and supervising the orderly, fair, transparent, accountable, sustainable, and stable operation of the capital market, as well as protecting the interests of investors, especially public shareholders. To achieve this, a solid legal basis is needed to further guarantee legal certainty for Parties carrying out activities in the capital market and to protect the interests of investor society from detrimental practices. Regulations for carrying out Securities Offerings in the capital market have been prepared to accommodate the Parties involved in the Offering process. In addition, regulations regarding Offerings that are exempted from General Offerings are needed so that there is a clear boundary between Securities Offerings that must follow procedures and mechanisms in the capital market and those that do not. Since it was first regulated until now, many business activities have developed rapidly, so improvements to these regulations are needed by considering current provisions, dynamic market needs, and practices in other countries (international best practices). In addition, regulations related to Offerings that are not General Offerings need to be improved to align with other capital market sector legislation that regulates different limits regarding Securities Offerings that are not General Offerings, so that there is no conflict of provisions between capital market sector legislation. Considering the above, it is necessary to replace Financial Services Authority Regulation Number 26/POJK.04/2020 concerning Offerings That Are Not General Offerings so that this Financial Services Authority Regulation can become the legal umbrella regulating limits regarding Securities Offerings that are not General Offerings.

II. ARTICLE BY ARTICLE
Article 1
It is clear enough.
Article 2
It is clear enough.
Article 3
Paragraph (1)
Letter a
The term "total value of the Offering" refers to the amount of money and the value of services, assets, debt instruments, debt compensation, or other remuneration that will be received by the Party offering in connection with the Securities Offering. Letter b It is clear enough. Paragraph (2) Letter a Examples of supranational institutions are the World Bank, International Monetary Fund, Asian Development Bank, and Islamic Development Bank. Letter b It is clear enough. Letter c It is clear enough. Letter d It is clear enough.
Article 4
It is clear enough.
Article 5
It is clear enough.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6750