Financial Services Authority Regulation Number 7/POJK.04/2017 Concerning Registration Statement Documents in the Framework of Public Offerings of Equity Securities, Debt Securities, and/or Sukuk

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 7/POJK.04/2017
CONCERNING
REGISTRATION STATEMENT DOCUMENTS IN THE FRAMEWORK OF PUBLIC OFFERINGS OF EQUITY SECURITIES, DEBT SECURITIES, AND/OR SUKUK BY THE GRACE OF THE ALMIGHTY GOD THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering: that in order to meet the needs of a dynamic market by reducing duplication of the Public Offering process and simplifying Registration Statement documents, it is necessary to perfect regulations related to guidelines regarding the form and content of Registration Statements in the framework of Public Offerings by establishing a Financial Services Authority Regulation concerning Registration Statement Documents in the framework of Public Offerings of Equity Securities, Debt Securities, and/or Sukuk; 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);
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA

DECIDES:
Establishing: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING REGISTRATION STATEMENT DOCUMENTS IN THE FRAMEWORK OF PUBLIC OFFERINGS OF EQUITY SECURITIES, DEBT SECURITIES, AND/OR SUKUK.

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

1. Capital Market is activities related to Public Offerings and trading of Securities, Public Companies related to the Securities they issue, as well as institutions and professions related to Securities.
2. Registration Statement is a document that must be submitted to the Financial Services Authority by an Issuer in the framework of a Public Offering or a Public Company.
3. Issuer is a Party that conducts a Public Offering.
4. Public Company is a Corporation whose shares are owned by at least 300 (three hundred) shareholders and have paid-in capital of at least Rp3,000,000,000.00 (three billion rupiah) or a number of shareholders and paid-in capital determined by Government Regulation.
5. Public Offering is a security 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. Securities are negotiable instruments, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, Units of Participation in collective investment contracts, forward contracts over Securities, and any derivatives of Securities.
7. Party is an individual, company, joint venture, association, or organized group.
8. Prospectus is any written information related to a Public Offering with the aim for another Party to purchase Securities.
9. Summary Prospectus is a summary of the contents of the Initial Prospectus.
10. Initial Prospectus is a written document containing all information in the Prospectus submitted to the Financial Services Authority as part of the Registration Statement, except information regarding nominal value, quantity, and offering price of Securities, underwriting of the issuance of Securities, bond interest rates, or other matters related to offering requirements that have not yet been determined.
11. Sukuk are Sharia-compliant Securities in the form of certificates or proof of ownership with equal value representing an inseparable or undivided (syuyu’/undivided share) portion of the underlying assets.
12. Public Accountant is a person who has obtained a license to provide services as regulated in legislation regarding public accountants and is registered with the Financial Services Authority.
13. Subsidiary Company is a company whose financial statements are consolidated with the Issuer's financial statements.
14. Trust Agreement is an agreement between the Issuer and the Trustee in the framework of issuing debt securities and/or Sukuk made in the form of a notarial deed.
15. Underwriter is a Party that makes a contract with the Issuer to conduct a Public Offering for the benefit of the Issuer with or without the obligation to purchase remaining unsold Securities.
16. Stock Exchange is a Party that organizes and provides systems and/or facilities to match buy and sell offers of Securities between other Parties with the aim of trading Securities among them.
17. Material Information or Facts are important and relevant information or facts regarding events, occurrences, or facts that can affect the price of Securities on the Stock Exchange and/or the decision of investors, potential investors, or other Parties interested in such information or facts.
18. Trustee is a Party representing the interests of holders of debt securities.

Article 2
(1) This Financial Services Authority Regulation applies to Issuers submitting Registration Statements in the framework of Public Offerings of equity securities, debt securities, and/or Sukuk, unless otherwise determined by the Financial Services Authority. (2) In preparing the Registration Statement as referred to in paragraph (1), the Issuer and the underwriter (if any) or other parties representing the Issuer must follow the provisions of legislation in the Capital Market sector regarding general provisions for submitting Registration Statements and legislation in the Capital Market sector regarding procedures for registration in the framework of Public Offerings.

CHAPTER II
REGISTRATION STATEMENT DOCUMENTS
Article 3
In submitting the Registration Statement as referred to in Article 2 paragraph (1), the Issuer must submit documents consisting of at least:
a. a cover letter for the Registration Statement in accordance with the format of the Registration Statement Cover Letter as stated in the Appendix which is an integral part of this Financial Services Authority Regulation; b. Prospectus;
c. Summary Prospectus;
d. Initial Prospectus (if any); and e. other documents that must be submitted as part of the Registration Statement.

Article 4
(1) An Issuer conducting a Public Offering of more than 1 (one) type of Securities at the same time may submit the Prospectus for each type of Security separately or in 1 (one) Prospectus.
(2) In the event that the Issuer submits in 1 (one) Prospectus as referred to in paragraph (1), such Prospectus must contain or disclose all information as regulated in the Financial Services Authority Regulation concerning the Form and Content of Prospectus and Summary Prospectus in the Framework of Public Offerings of Equity Securities and the Financial Services Authority Regulation concerning the Form and Content of Prospectus and Summary Prospectus in the Framework of Public Offerings of Debt Securities. (3) In the event of differences in regulations regarding information disclosure requirements as referred to in paragraph (2), the Prospectus must meet the stricter requirements.

Article 5
Regulations regarding the submission of Prospectus in the event that Public Offerings are conducted simultaneously for more than 1 (one) type of Security as referred to in Article 4 apply mutatis mutandis to the submission of Summary Prospectus and Initial Prospectus.

Article 6
The Prospectus and Summary Prospectus as referred to in Article 3 letters b and c must be prepared in accordance with the provisions as regulated in the Financial Services Authority Regulation concerning the Form and Content of Prospectus and Summary Prospectus in the Framework of Public Offerings of Equity Securities and the Financial Services Authority Regulation concerning the Form and Content of Prospectus and Summary Prospectus in the Framework of Public Offerings of Debt Securities.

Article 7
Other documents as referred to in Article 3 letter e include:
a. schedule of the Public Offering; b. example of Security certificate;
c. photocopy of the latest articles of association that have received approval from the minister or notification of changes to the articles of association has been received by the minister in charge of government affairs in the field of law;
d. financial statements audited by a Public Accountant presented in accordance with the provisions of legislation in the Capital Market sector regarding the presentation and disclosure of the Issuer's or Public Company's financial statements and legislation in the Capital Market sector regarding guidelines for accounting for Securities companies; e. letter from a Public Accountant as regulated in the provisions of legislation in the Capital Market sector regarding guidelines for preparing comfort letters, made by a Public Accountant who audited the latest financial statements; f. management statement in the field of accounting as regulated in the provisions of legislation in the Capital Market sector regarding guidelines for preparing management statements in the field of accounting; g. prospective financial statements consisting of financial forecasts along with the Public Accountant's report on the aforementioned financial forecasts; h. examination report and opinion from a legal perspective;
i. biographies of members of the Board of Commissioners and Board of Directors;
j. underwriting agreement for Securities (if any); k. structure depicting the Issuer's vertical position starting from individual shareholders to the Subsidiary Company at the last level and the Issuer's horizontal position;
l. statement from the Issuer in the form and content in accordance with the format of the Issuer's Statement as stated in the Appendix which is an integral part of this Financial Services Authority Regulation;
m. statement from supporting Capital Market professions in accordance with the format of Supporting Capital Market Profession's Statement as stated in the Appendix which is an integral part of this Financial Services Authority Regulation; n. statement from the underwriter (if any) in accordance with the format of the Underwriter's Statement as stated in the Appendix which is an integral part of this Financial Services Authority Regulation; and o. documents containing other information as requested by the Financial Services Authority deemed necessary in the examination of the Registration Statement, provided that it can be announced to the public without harming the Issuer's interests.

Article 8
In the event that an Issuer submits a Registration Statement in the framework of a Public Offering of debt securities, in addition to submitting other documents as referred to in Article 7, the Issuer must submit documents:
a. ratings issued by a Securities rating agency for debt securities; b. Trust Agreement; and
c. guarantee agreement (if any).

Article 9
In the event that an Issuer submits a Registration Statement in the framework of a Public Offering of Sukuk, in addition to submitting other documents as referred to in Article 7, the Issuer must submit documents as referred to in the Financial Services Authority Regulation concerning the Issuance and Requirements of Sukuk.

Article 10
Financial statements as referred to in Article 7 letter d must meet the following provisions:
a. for Issuers conducting a Public Offering of equity securities, covering financial data for the last 3 (three) years or since establishment if less than 3 (three) years; and b. for Issuers conducting a Public Offering of debt securities and/or Sukuk, covering financial data for the last 2 (two) years or since establishment if less than 2 (two) years.

Article 11
(1) The examination report and opinion from a legal perspective as referred to in Article 7 letter h covers all legal aspects of the Issuer, except:
a. for the examination of the articles of association, it only covers the articles of association at the time of establishment and the latest articles of association; b. for the examination of capital structure and changes in share ownership, only:

1. 3 (three) years prior to the Registration Statement, or since establishment if less than 3 (three) years before the Registration Statement, for Issuers conducting a Public Offering of equity securities; or
2. 2 (two) years prior to the Registration Statement, or since establishment if less than 2 (two) years before the Registration Statement, for Issuers conducting a Public Offering of debt securities and/or Sukuk.
   (2) In the event that there are no changes in capital structure and share ownership within the time period as referred to in paragraph (1) letter b, the legal examination report covers the examination of the latest capital structure and share ownership.

Article 12
(1) The Financial Services Authority may request information and/or other documents that are not part of the Registration Statement and are not intended to be announced to the public because they may harm the interests of the Issuer or affiliated parties, including:
a. a stamped statement from the Issuer, members of the Board of Directors, and members of the Board of Commissioners regarding involvement or non-involvement in legal cases; b. statements from parties assisting in the preparation of the Prospectus (if any):

1. statement of consent to include the name of such party in the Prospectus; and/or
2. withdrawal statement in the event that such party withdraws consent;
   c. other information received by the Financial Services Authority from parties assisting in the Public Offering to support the adequacy and accuracy of the required disclosures (if any); and/or
   d. other documents needed.
   (2) The withdrawal of consent as referred to in paragraph (1) letter b number 2 can only be done before the Registration Statement becomes effective.

CHAPTER III
SANCTION PROVISIONS
Article 13
(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 violating 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 14
In addition to administrative sanctions as referred to in Article 13 paragraph (1), the Financial Services Authority may take specific actions against any party violating the provisions of this Financial Services Authority Regulation.

Article 15
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 13 paragraph (1) and specific actions as referred to in Article 14 to the public.

CHAPTER IV
TRANSITIONAL PROVISIONS
Article 16
For Issuers who have submitted a Registration Statement to the Financial Services Authority but such Registration Statement has not yet become effective before this Financial Services Authority Regulation comes into force, the Registration Statement documents submitted by the Issuer in the framework of a Public Offering shall continue to follow Regulation Number IX.C.1, appendix of the Decision of the Chairman of the Capital Market Supervisory Board Number Kep-42/PM/2000 dated October 27, 2000 concerning the Amendment of Regulation Number IX.C.1 concerning Guidelines Regarding the Form and Content of Registration Statements in the Framework of Public Offerings.

CHAPTER V
CLOSING PROVISIONS
Article 17
(1) At the time this Financial Services Authority Regulation comes into force:
a. Decision of the Chairman of the Capital Market Supervisory Board Number Kep-42/PM/2000 dated October 27, 2000 concerning the Amendment of Regulation Number IX.C.1 concerning Guidelines Regarding the Form and Content of Registration Statements in the Framework of Public Offerings, along with Regulation Number IX.C.1 which is its appendix, except number 6 letter l; b. Circular Letter of the Capital Market Supervisory Board Number SE-01/BL/2007 dated February 8, 2007 concerning the Submission of Financial Statements in the Framework of Information Disclosure; and
c. Circular Letter of the Capital Market Supervisory Board and Financial Institution Supervisory Board Number SE-13/BL/2012 dated September 19, 2012 concerning Prospectus in the Framework of Simultaneous Public Offerings of Bonds and Sukuk,
are revoked and declared invalid.
(2) Provisions regarding other documents in the form of preliminary agreements with one or more Stock Exchanges as referred to in number 6 letter l of Regulation Number IX.C.1, appendix of the Decision of the Chairman of the Capital Market Supervisory Board Number Kep-42/PM/2000 dated October 27, 2000 concerning the Amendment of Regulation Number IX.C.1 concerning Guidelines Regarding the Form and Content of Registration Statements in the Framework of Public Offerings are revoked and declared invalid after 6 (six) months from the date this Financial Services Authority Regulation comes into force.

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

Article 18
This Financial Services Authority Regulation comes into force on the date of enactment.
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 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 44

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 7/POJK.04/2017
CONCERNING
REGISTRATION STATEMENT DOCUMENTS IN THE FRAMEWORK OF PUBLIC OFFERINGS OF EQUITY SECURITIES, DEBT SECURITIES, AND/OR SUKUK

I. GENERAL
As regulated in Article 70 paragraph (1) of Law Number 8 of 1995 concerning Capital Markets, which essentially regulates that any party conducting a Public Offering must submit a Registration Statement to the Financial Services Authority and such Registration Statement must become effective. Based on the authority granted by Law Number 8 of 1995 concerning Capital Markets, the Financial Services Authority has the authority to regulate documents that must be submitted at the time of submitting the Registration Statement. Regulations regarding documents that must be submitted for the submission of Registration Statements in the framework of Public Offerings, both for equity securities, debt securities, and/or Sukuk, are currently regulated by Regulation Number IX.C.1, appendix of the Decision of the Chairman of the Capital Market Supervisory Board Number Kep-42/PM/2000 dated October 27, 2000 concerning the Amendment of Regulation Number IX.C.1 concerning Guidelines Regarding the Form and Content of Registration Statements in the Framework of Public Offerings. However, in its development, it is necessary to simplify such Registration Statement documents to meet the needs of a dynamic market. The perfection of Regulation Number IX.C.1 is done for the purpose of reducing duplication of the Public Offering process and eliminating duplication of Registration Statement documents in the framework of Public Offerings submitted by Issuers to the Financial Services Authority and Stock Exchanges, and simplifying Registration Statement documents in the framework of Public Offerings. Moreover, the perfection performed regarding regulations concerning guidelines on the form and content of Registration Statements in the framework of Public Offerings, namely among others:
a. eliminating documents regarding preliminary agreements for listing Securities with Stock Exchanges as part of the Registration Statement documents submitted to the Financial Services Authority; b. adding provisions related to Prospectus, Initial Prospectus, and Summary Prospectus, namely for Issuers conducting Public Offerings of more than 1 (one) type of Securities at the same time, can submit such Prospectus, Initial Prospectus, and Summary Prospectus documents in 1 (one) document or separately; and
c. simplifying financial statements submitted in the framework of Public Offerings of debt securities and/or Sukuk, namely only submitting financial data for the last 2 (two) years or since establishment if less than 2 (two) years.
Moreover, the implementation of provisions eliminating documents regarding preliminary agreements for listing Securities with Stock Exchanges is given a transitional period of 6 (six) months from the date this Financial Services Authority Regulation comes into force with the consideration that time is needed for Stock Exchanges to adjust listing regulations requiring preliminary agreements with this Financial Services Authority Regulation. Based on the background and aspects thereof, it is necessary to amend legislation in the Capital Market sector regarding guidelines on the form and content of Registration Statements in the framework of Public Offerings, namely the Decision of the Chairman of the Capital Market Supervisory Board Number Kep-42/PM/2000 dated October 27, 2000 concerning the Amendment of Regulation Number IX.C.1 concerning Guidelines Regarding the Form and Content of Registration Statements in the Framework of Public Offerings, along with Regulation Number IX.C.1 which is its appendix, by issuing a Financial Services Authority Regulation concerning Registration Statement Documents in the Framework of Public Offerings of Equity Securities, Debt Securities, and/or Sukuk.

II. ARTICLE BY ARTICLE
Article 1
Quite clear.
Article 2
Paragraph (1)
Quite clear.
Paragraph (2)
At the time this Financial Services Authority Regulation comes into force:

1. legislation in the Capital Market sector regarding general provisions for submitting Registration Statements in force is Regulation Number IX.A.1, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institution Supervisory Board Number Kep-690/BL/2011 dated December 30, 2011 concerning General Provisions for Submitting Registration Statements; and
2. legislation in the Capital Market sector regarding procedures for registration in the framework of Public Offerings in force is Regulation Number IX.A.2, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institution Supervisory Board Number Kep-122/BL/2009 dated May 29, 2009 concerning Procedures for Registration in the Framework of Public Offerings.
   Article 3
   Quite clear.
   Article 4
   Paragraph (1)
   Quite clear.
   Paragraph (2)
   Quite clear.
   Paragraph (3)
   Example of meeting stricter requirements is as follows:
   An Issuer conducts a Public Offering of equity securities and debt securities simultaneously.
   Based on this Financial Services Authority Regulation, financial statements that must be submitted in the framework of a Public Offering of equity securities are financial statements for the last 3 (three) years, while financial statements that must be submitted in the framework of a Public Offering of debt securities are financial statements for the last 2 (two) years, then the financial statements that must be submitted are financial statements for the last 3 (three) years.
   Article 5
   Quite clear.
   Article 6
   Quite clear.
   Article 7
   Letter a
   Quite clear.
   Letter b
   Quite clear.
   Letter c
   Quite clear.
   Letter d
   At the time this Financial Services Authority Regulation comes into force:
3. legislation in the Capital Market sector regarding the presentation and disclosure of the Issuer's or Public Company's financial statements in force is Regulation Number VIII.G.7, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institution Supervisory Board Number Kep-347/BL/2012 dated June 25, 2012

regarding the Presentation and Disclosure of Financial Statements Issuers or Public Companies; and
2. capital market legislation regulating the accounting guidelines for securities companies in force is Regulation No. VIII.G.17, annex of the Decision of the Chairman of the Capital Market Supervisory Agency and Financial Institutions No. Kep-689/BL/2011 dated 30 December 2011 concerning Accounting Guidelines for Securities Companies.

Letter e
In practice, the letter from the Public Accountant mentioned is also known as a comfort letter.
When this Otoritas Jasa Keuangan Regulation takes effect, the capital market legislation regulating the guidelines for preparing comfort letters in force is Regulation No. VIII.G.5, annex of the Decision of the Chairman of the Capital Market Supervisory Agency No. Kep-41/PM/1996 dated 17 January 1996 concerning Guidelines for Preparing Comfort Letters. The scope covered in the comfort letter is based on the period of the last Public Accountant assignment.

Letter f
The term "management" refers to the Issuer's Board of Directors.
When this Otoritas Jasa Keuangan Regulation takes effect, the capital market legislation regulating the guidelines for preparing management statements in the field of accounting in force is Regulation No. VIII.G.6, annex of the Decision of the Chairman of the Capital Market Supervisory Agency No. Kep-42/PM/1996 dated 17 January 1996 concerning Guidelines for Preparing Management Statements in the Field of Accounting.

Letter g
Clearly sufficient.

Letter h
Clearly sufficient.

Letter i
Clearly sufficient.

Letter j
Clearly sufficient.

Letter k
The term "individual shareholder" refers to the ultimate shareholder.

Letter l
Clearly sufficient.

Letter m
The term "capital market supporting professions" includes among others:

1. Public Accountant;
2. legal consultant;
3. appraiser;
4. notary; and
5. other professions determined by Government Regulation.

Letter n
Clearly sufficient.

Letter o
Clearly sufficient.

Article 8
Clearly sufficient.

Article 9
Clearly sufficient.

Article 10
Clearly sufficient.

Article 11
Clearly sufficient.

Article 12
Paragraph (1)
Letter a
Clearly sufficient.

Letter b
Examples of parties assisting in the preparation of the Prospectus include financial advisors.

Letter c
Examples of other information from parties assisting in a Public Offering to support the adequacy and accuracy of the required disclosures can include reports from experts in the mining field.

Letter d
Clearly sufficient.

Paragraph (2)
Clearly sufficient.

Article 13
Clearly sufficient.

Article 14
The term "specific actions" may include among other things the postponement of the issuance of an effectiveness statement for a Registration Statement in the context of a Public Offering.

Article 15
The announcement of the imposition of administrative sanctions and specific actions by Otoritas Jasa Keuangan may be carried out, among other means, through the Otoritas Jasa Keuangan website or the Otoritas Jasa Keuangan annual report.

Article 16
Clearly sufficient.

Article 17
Clearly sufficient.

Article 18
Clearly sufficient.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6028 ---