Financial Services Authority Regulation Number 58/POJK.04/2017 on the Electronic Submission of Registration Statements or Corporate Action Submissions

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 58 /POJK.04/2017
ON
ELECTRONIC SUBMISSION OF REGISTRATION STATEMENTS OR CORPORATE ACTION SUBMISSIONS BY THE GRACE OF THE ALMIGHTY GOD, THE COMMISSIONERS' COUNCIL OF THE FINANCIAL SERVICES AUTHORITY, Considering :
a. that in efforts to improve the quality of services to stakeholders in the capital market, the Financial Services Authority needs to utilize information and communication technology; b. that for the efficiency and transparency of licensing by the Financial Services Authority, including services for the submission of registration statements or corporate action submissions, it is necessary to establish a system for the electronic submission of registration statements or corporate action submissions;
c. that to provide a legal basis and legal certainty to stakeholders in the capital market
in the implementation of an electronic document acceptance system, regulations are needed regarding the electronic submission of documents; FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA

d. that based on considerations as mentioned in letters a, b, and c, it is necessary to establish a Financial Services Authority Regulation on the Electronic Submission of Registration Statements or Corporate Action Submissions; 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); DECIDING:
   Establishing : FINANCIAL SERVICES AUTHORITY REGULATION ON THE ELECTRONIC SUBMISSION OF REGISTRATION STATEMENTS OR CORPORATE ACTION SUBMISSIONS.

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

1. Registration Statement is a document that must be submitted to the Financial Services Authority by an issuer
   in the context of a public offering or a public company.
2. Party is an individual, company, joint venture, association, or organized group.
3. Issuer is a Party that conducts a public offering.
4. Securities are securities, namely debt acknowledgment letters, commercial securities, shares, bonds, debt
   evidence, investment contract unit shares, futures contracts over Securities, and any derivatives of Securities.
5. Public Offering is a securities offering activity conducted by an Issuer to sell Securities to the public
   based on procedures regulated in Law Number 8 of 1995 concerning Capital Markets and its implementing regulations.
6. Public Company is a Corporation whose shares are owned by at least 300 (three hundred)
   shareholders and have paid-up capital of at least Rp3,000,000,000.00 (three billion rupiah) or a number of shareholders and paid-up capital determined by Government Regulation.
7. Merger Statement is a document that must be submitted to the Financial Services Authority by
   a public company in the context of a business merger.
8. Consolidation Statement is a document that must be submitted to the Financial Services Authority by
   a public company in the context of a business consolidation.
9. Voluntary Tender Offer Statement is a document
   that must be submitted to the Financial Services Authority by a Party conducting a voluntary tender offer.
10. Mandatory Tender Offer is an offer to buy the remaining shares of a public company that must
    be conducted by a new controller.
11. Pre-emptive Rights to Purchase Securities, hereinafter abbreviated as HMETD, is a right attached to shares
    that gives the opportunity to the respective shareholders to buy shares and/or equity-like Securities whether convertible into shares or providing the right to buy shares, before being offered to other Parties.
12. Prospectus is any written information in connection with a Public Offering with the aim that other Parties
    buy Securities.

CHAPTER II
ELECTRONIC SUBMISSION OF REGISTRATION STATEMENTS OR CORPORATE ACTION SUBMISSIONS AND DOCUMENT STORAGE
Article 2
(1) The submission of Registration Statements or corporate action submissions to the Financial Services Authority must be done electronically through the Financial Services Authority's licensing system. (2) The submission of Registration Statements as referred to in paragraph (1) includes:
a. Registration Statements in the context of Public Offerings of equity-like Securities, Public Offerings of debt-like and/or sukuk Securities, and ongoing Public Offerings of debt-like and/or sukuk Securities; b. Public Company Registration Statements; and
c. Registration Statements in the context of capital increases by providing HMETD.
(3) Corporate action submissions as referred to in paragraph (1) include:
a. Merger Statements; b. Consolidation Statements;
c. Voluntary Tender Offer Statements; and
d. Mandatory Tender Offers.
Article 3
(1) Parties submitting Registration Statements or corporate action submissions electronically as referred to in Article 2 paragraph (1) must store proof of acceptance of the submission of Registration Statements or corporate action submissions electronically along with all documents that are an integral part of the submission of Registration Statements or corporate action submissions. (2) The storage period for documents as referred to in paragraph (1) must be carried out in accordance with the Law regarding corporate documents. (3) Parties as referred to in paragraph (1) must show and/or submit proof of acceptance and all documents as referred to in paragraph (1) if requested by the Financial Services Authority.
Article 4
(1) All documents submitted electronically as referred to in Article 2 paragraph (1) are stored in the Financial Services Authority's database. (2) In the event of a discrepancy between documents stored in the Financial Services Authority's database and documents stored by Parties as referred to in Article 3 paragraph (1), the documents used as the reference are the documents stored in the Financial Services Authority's database.

CHAPTER III
PROCEDURES FOR ELECTRONIC SUBMISSION OF REGISTRATION STATEMENTS OR CORPORATE ACTION SUBMISSIONS First Section Procedures for Obtaining Access Rights
Article 5
(1) The submission of Registration Statements or corporate action submissions as referred to in Article 2 paragraph (1) can only be done after obtaining access rights to use the Financial Services Authority's licensing system. (2) Access rights to use the Financial Services Authority's licensing system can be obtained by Parties as referred to in Article 3 paragraph (1) after registering through the Financial Services Authority's licensing system. (3) Parties as referred to in Article 3 paragraph (1) are responsible for:
a. the use of the access rights they possess; and/or b. the truthfulness of documents, data, and/or information submitted through the Financial Services Authority's licensing system. Second Section Procedures for Uploading Documents
Article 6
(1) Parties as referred to in Article 3 paragraph (1) must:
a. provide adequate hardware, software, and internet network with computer and application specifications according to operational guidelines to use the Financial Services Authority's licensing system; and b. read and comply with procedures and methods for using the Financial Services Authority's licensing system based on operational guidelines. (2) Operational guidelines as referred to in paragraph (1) letter b can be downloaded from the Financial Services Authority's website.
Article 7
(1) The submission of Registration Statements or corporate action submissions as referred to in Article 2 paragraph (1) as well as additional information and/or documents is done by uploading all documents of Registration Statements or corporate action submission documents through the Financial Services Authority's licensing system. (2) The submission of Registration Statements or corporate action submissions as well as additional information and/or documents uploaded through the Financial Services Authority's licensing system after 17:00 WIB is considered accepted by the Financial Services Authority on the next working day. (3) The Financial Services Authority provides electronic proof of acceptance after Parties as referred to in Article 3 paragraph (1) upload:
a. documents for the submission of Registration Statements or corporate action submissions; or b. additional information and/or documents for the submission of Registration Statements or corporate action submissions, through the Financial Services Authority's licensing system. (4) Electronic proof of acceptance is issued by the Financial Services Authority's licensing system after Parties as referred to in Article 3 paragraph (1) submit all documents of Registration Statements or corporate action submission documents. Third Section System Disturbances
Article 8
In the event that the Financial Services Authority states that the Financial Services Authority's licensing system experiences a disturbance so that it cannot be used, the submission of Registration Statements or corporate action submissions is done manually.

CHAPTER IV
OTHER PROVISIONS
Article 9
The obligation to submit Registration Statements or corporate action submissions electronically does not eliminate the obligation to submit Prospectuses that have been integrated with their supplements in printed form to the Financial Services Authority as many as 5 (five) copies, within a maximum of 15 (fifteen) working days after the completion of the delivery of Securities to buyers of Securities as regulated in legislation in the capital market sector regarding registration procedures in the context of Public Offerings.

CHAPTER V
SANCTION PROVISIONS
Article 10
(1) Without prejudice to criminal provisions in the capital market, 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 that cause the violation to occur, 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 can be imposed with or without prior imposition of administrative sanctions in the form of a written warning as referred to in paragraph (1) letter a. (3) Administrative sanctions in the form of fines as referred to in paragraph (1) letter b can be imposed independently or together with the imposition of administrative sanctions as referred to in paragraph (1) letters c, d, e, f, or g.
Article 11
In addition to administrative sanctions as referred to in Article 10 paragraph (1), the Financial Services Authority can take certain actions against any Party that violates the provisions of this Financial Services Authority Regulation.
Article 12
The Financial Services Authority can announce the imposition of administrative sanctions as referred to in Article 10 paragraph (1) and certain actions as referred to in Article 11 to the public.

CHAPTER VI
TRANSITIONAL PROVISIONS
Article 13
For Parties who will submit Registration Statements or corporate actions and have submitted documents of Registration Statements or corporate action documents in printed form to the Financial Services Authority before this Financial Services Authority Regulation takes effect, the submission of additional information documents related to Registration Statements or corporate actions is done through the submission of printed documents.

CHAPTER VII
CLOSING PROVISIONS
Article 14
(1) Provisions on the submission of Registration Statements to the Financial Services Authority as referred to in Article 2 paragraph (2) letter a take effect after 6 (six) months from the date this Financial Services Authority Regulation is enacted. (2) At the time the provisions as referred to in paragraph (1) take effect, the obligation to submit printed documents as referred to in number 6 of the Regulation Number IX.A.1, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Agency Number Kep-690/BL/2011 dated December 30, 2011 concerning General Provisions on the Submission of Registration Statements for the submission of Registration Statements in the Context of Public Offerings as referred to in paragraph (1), is declared invalid.
Article 15
(1) At the time this Financial Services Authority Regulation takes effect until the time period as referred to in Article 14 paragraph (1), Parties who will submit Registration Statements as referred to in Article 2 paragraph (2) letter a can submit Registration Statements electronically. (2) In the event that Parties as referred to in paragraph (1) have submitted Registration Statements electronically, such Parties are not obligated to submit documents of Registration Statements in printed form.
Article 16
(1) The implementation of provisions for the submission of Registration Statements for Public Companies and Registration Statements in the context of capital increases by providing HMETD electronically as referred to in Article 2 paragraph (2) letters b and c as well as the electronic submission of corporate actions as referred to in Article 2 paragraph (3) is determined by the Financial Services Authority. (2) At the time of implementation by the Financial Services Authority as referred to in paragraph (1), the obligation to submit printed documents as referred to in:
a. number 6 of Regulation Number IX.A.1, appendix of the Decision of the Chairman of the Capital Market Supervisory Board

This copy is consistent with the original
Legal Director 1
Legal Department signed
Yuliana
Number Kep-690/BL/2011 dated December 30, 2011 concerning General Provisions on the Submission of Registration Statements; and b. Article 11 paragraph (1) of Financial Services Authority Regulation Number 74/POJK.04/2016 concerning Mergers or Consolidations of Public Companies, is declared invalid.
Article 17
This Financial Services Authority Regulation takes effect on the date it is enacted.
To be known by everyone, 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 December 6, 2017 CHAIRMAN OF THE COMMISSIONERS' COUNCIL FINANCIAL SERVICES AUTHORITY, signed WIMBOH SANTOSO Enacted in Jakarta on December 8, 2017 MINISTER OF LAW AND HUMAN RIGHTS REPUBLIC OF INDONESIA, signed YASONNA H. LAOLY STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2017 NUMBER 251

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 58 /POJK.04/2017
ON
ELECTRONIC SUBMISSION OF REGISTRATION STATEMENTS OR CORPORATE ACTION SUBMISSIONS
I. GENERAL
The process of submitting Registration Statements in the context of Public Offerings of equity-like Securities, Public Offerings of debt-like and/or sukuk Securities, and ongoing Public Offerings of debt-like and/or sukuk Securities, Public Company Registration Statements, and Registration Statements in the context of capital increases by providing HMETD as well as corporate action submissions including Merger Statements, Consolidation Statements, Voluntary Tender Offer Statements, and Mandatory Tender Offers are still conducted manually by submitting documents in printed form and electronic copies. The process that has been running so far can still be improved in effectiveness and efficiency by utilizing information and communication technology. This can serve as a basis for utilizing internet-based information systems, namely through the Financial Services Authority's licensing system. Registering Parties submit Registration Statements or corporate actions electronically by uploading all documents required for the submission of Registration Statements or corporate action submissions through the Financial Services Authority's licensing system and are no longer required to submit documents in printed form and electronic copies. With the submission of Registration Statements or corporate action submissions electronically through the Financial Services Authority's licensing system, it is expected to facilitate the registration process, improve efficiency and service quality, provide transparency for Parties to follow the registration process currently in progress, and provide access to the public with the availability of Prospectuses electronically. Based on the considerations outlined above and in order to facilitate the process for Parties who will submit Registration Statements or submit corporate actions, the Financial Services Authority needs to establish regulations regarding the submission of Registration Statements or corporate action submissions electronically.
II. ARTICLE BY ARTICLE
Article 1
Clear enough.
Article 2
Clear enough.
Article 3
Paragraph (1)
Documents that must be stored by Parties as referred to in paragraph (1) include among others:
a. all documents of Registration Statements, corporate action submission documents, and supporting documents; and b. Prospectuses required as part of Registration Statements for the public or potential buyers. Paragraph (2) Clear enough. Paragraph (3) Clear enough.
Article 4
Clear enough.
Article 5
Clear enough.
Article 6
Clear enough.
Article 7
Clear enough.
Article 8
What is meant by “submission of Registration Statements or corporate action submissions” includes the submission of additional information and/or documents that cannot be submitted electronically. What is meant by “submitting manually” is submitting Registration Statement documents or corporate action submission documents in the form of electronic documents done by means including:

1. handed directly to the Financial Services Authority office; or
2. sent via electronic mail.
   Proof of submission handed directly to the Financial Services Authority office is in the form of a receipt letter from the Financial Services Authority. Proof of submission sent via electronic mail is in the form of notification from the Financial Services Authority via electronic mail.
   Article 9
   Clear enough.
   Article 10
   Clear enough.
   Article 11
   Clear enough.
   Article 12
   What is meant by “certain actions” includes among others:
   a. postponement of granting effective statements, for example, effective statements for business mergers, business consolidations; and b. postponement of granting Financial Services Authority statements that there are no further responses to documents submitted to the Financial Services Authority in the context of capital increases by providing HMETD for Public Companies.
   Article 13
   Clear enough.
   Article 14
   Clear enough.
   Article 15
   Clear enough.
   Article 16
   Clear enough.
   Article 17
   Clear enough.
   SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6145