Financial Services Authority Regulation Number 31/POJK.04/2017 Concerning the Issuance of Shares with Different Nominal Values

FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 31/POJK.04/2017
CONCERNING
THE ISSUANCE OF SHARES WITH DIFFERENT NOMINAL VALUES

BY THE GRACE OF THE ALMIGHTY 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 regulating and supervising financial services activities in the capital market sector, including regulations regarding the issuance of shares with different nominal values, 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 the issuance of shares with different nominal values, existing capital market sector regulations concerning the issuance of shares with different nominal values issued prior to the establishment of the Financial Services Authority need to be amended 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 the Issuance of Shares with Different Nominal Values;

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
COPY

Considering:

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:
Establish: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING THE ISSUANCE OF SHARES WITH DIFFERENT NOMINAL VALUES.

CHAPTER I
GENERAL PROVISIONS

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

1. Issuer is the party conducting a Public Offering.
2. Public Company is an Issuer that has conducted a Public Offering of equity instruments or a public company.
3. Stock Exchange is the party that organizes and provides systems and/or facilities to match buy and sell offers of other parties with the aim of trading instruments among them.

Article 2
Public Companies whose shares are listed on a Stock Exchange may issue shares with different nominal values.

CHAPTER II
REQUIREMENTS FOR THE ISSUANCE OF SHARES WITH DIFFERENT NOMINAL VALUES

Article 3
A Public Company may issue shares with different nominal values if the market price of the Public Company's shares is below the nominal value.

Article 4
Shares with different nominal values as referred to in Article 3 must meet the following requirements:
a. shares with the same classification but different nominal values have equal and equivalent rights and status; and b. shares with the old nominal value cannot be converted into shares with the new nominal value.

CHAPTER III
SANCTION PROVISIONS

Article 5
(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 independently or concurrently with the imposition of administrative sanctions as referred to in paragraph (1) letters c, d, e, f, or g.

Article 6
In addition to administrative sanctions as referred to in Article 5 paragraph (1), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 7
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 5 paragraph (1) and specific actions as referred to in Article 6 to the public.

CHAPTER IV
CLOSING PROVISIONS

Article 8
Upon the enactment of this Financial Services Authority Regulation, the Decision of the Chairman of the Capital Market Supervisory Agency and Financial Institutions Number Kep-432/BL/2010 concerning the Issuance of Shares with Different Nominal Values, along with Regulation Number IX.D.6 which is its attachment, is repealed and declared invalid.

Article 9
This Financial Services Authority Regulation comes into force on the date of its enactment.

This copy is consistent with the original.
Legal Director 1
Legal Department signed,
Yuliana

For the attention of all, ordering the enactment of 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

Enacted 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 131

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 31/POJK.04/2017
CONCERNING
THE ISSUANCE OF SHARES WITH DIFFERENT NOMINAL VALUES

I. GENERAL
That since December 31, 2012, the functions, duties, and authority for regulating and supervising 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 light of 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 and Financial Institutions regulations related to the capital market sector into Financial Services Authority Regulations. This reorganization is conducted to ensure 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 capital market sector regulations governing the issuance of shares with different nominal values, namely the Decision of the Chairman of the Capital Market Supervisory Agency and Financial Institutions Number Kep-432/BL/2010 concerning the Issuance of Shares with Different Nominal Values, along with Regulation Number IX.D.6 which is its attachment, with a Financial Services Authority Regulation concerning the Issuance of Shares with Different Nominal Values.

II. ARTICLE BY ARTICLE

Article 1
Clear enough.

Article 2
Clear enough.

Article 3
Clear enough.

Article 4
Clear enough.

Article 5
Clear enough.

Article 6
The term "specific actions" includes, among others, the postponement of the issuance of a statement by the Financial Services Authority that there are no further responses to documents submitted to the Financial Services Authority in the context of capital increases by granting preemptive rights to Public Companies.

Article 7
Clear enough.

Article 8
Clear enough.

Article 9
Clear enough.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6078