Financial Services Authority Regulation Number 76/POJK.04/2017 Regarding Public Offerings by Shareholders

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 76/POJK.04/2017
REGARDING
PUBLIC OFFERINGS BY SHAREHOLDERS
BY THE GRACE OF THE ALMIGHTY GOD,
THE COMMISSIONERS 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 public offerings by shareholders, have transferred from the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority; b. that to provide clarity and certainty regarding regulations on public offerings by shareholders, existing capital market sector regulations regarding public offerings by shareholders issued prior to the establishment of the Financial Services Authority need to be converted into a Financial Services Authority Regulation;
c. that based on the considerations mentioned in letters a and b, it is necessary to establish a Financial Services Authority Regulation regarding Public Offerings by Shareholders;
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA

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 REGARDING PUBLIC OFFERINGS BY SHAREHOLDERS.

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

1. Public Offering is the activity of offering securities conducted by an 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.
2. Issuer is the Party conducting a Public Offering.
3. 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.
4. Registration Statement is a document that must be submitted to the Financial Services Authority by the Issuer in the context of a Public Offering.
5. Prospectus is any written information related to a Public Offering with the aim for other Parties to purchase securities.
6. Securities are negotiable instruments, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, investment contract unit participations, derivative contracts over Securities, and any derivatives of Securities.
7. Stock Exchange is a Party that organizes and provides systems and/or facilities to match buy and sell offers of Securities by other Parties with the aim of trading Securities among them.

CHAPTER II
PROCEDURES FOR SUBMITTING A REGISTRATION STATEMENT
Article 2
Shareholders of an Issuer or Public Company conducting a Public Offering of the Issuer's or Public Company's shares they own must submit a Registration Statement to the Financial Services Authority in 2 (two) copies by submitting documents as follows:
a. a cover letter for the Registration Statement in accordance with the format of the Cover Letter for Registration Statement in the Context of Public Offerings by Shareholders of an Issuer or Public Company as stated in the Appendix which is an integral part of this Financial Services Authority Regulation; b. a Prospectus that must at least contain the following information:
1. information on the outer cover of the Prospectus must at least contain or disclose:
a) the effective date of the Registration Statement from the Financial Services Authority; b) the name of the party that made a contract with the shareholder conducting the Public Offering with the obligation to purchase unsold remaining shares, if any; c) the offering period; d) the allocation date; e) the date for refunding order payments; f) the date of distribution/delivery of shares; g) the name of the Stock Exchange where the shares are listed, if any; h) the place and date of issuance of the Prospectus; i) the following statement in capital letters, bold typeface, directly attracting the reader's attention:
“THE FINANCIAL SERVICES AUTHORITY DOES NOT ISSUE A STATEMENT APPROVING OR DISAPPROVING THESE SHARES, NOR DOES IT STATE THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THIS PROSPECTUS. ANY STATEMENT CONTRARY TO THESE MATTERS IS AN ILLEGAL ACT”; and j) the following statement in capital letters, bold typeface, directly attracting the reader's attention, in the event that a Public Offering by shareholders of an Issuer or Public Company over the Issuer's or Public Company's shares they own is conducted with an initial offering:
“INFORMATION IN THIS DOCUMENT MAY STILL BE COMPLETED AND/OR CHANGED. THIS SECURITIES REGISTRATION STATEMENT 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. ORDERING TO PURCHASE THESE SECURITIES MAY ONLY BE CARRIED OUT AFTER THE PROSPECTIVE BUYER OR ORDERER RECEIVES OR HAS THE OPPORTUNITY TO READ THE PROSPECTUS”;
2. brief information regarding the shares to be offered must at least contain or disclose:
a) the quantity, classification, and nominal value of the shares offered; b) the offering price of the shares offered; and c) the share price in the Public Offering of shares previously conducted by the Issuer or Public Company;
3. brief information regarding the shareholders of the Issuer or Public Company who will conduct the Public Offering over the Issuer's or Public Company's shares they own must at least contain or disclose:
a) full name; b) full address; c) business field, if a legal entity; d) occupation and position, if an individual; e) nationality, if an individual; f) percentage of share ownership in the Issuer or Public Company; g) proportion of share ownership by shareholders before and after the offering; and h) affiliation relationships with the Issuer or Public Company whose shares are offered other than due to share ownership;
4. information printed in bold typeface and attracting the reader's attention regarding the reasons or considerations for the shareholders of the Issuer or Public Company to sell their shares;
5. brief information regarding the business activities of the Issuer or Public Company mentioning the source of information;
6. the latest published financial statements of the Issuer or Public Company, at least including the statement of financial position, statement of comprehensive income, statement of cash flows, and statement of changes in equity;
7. information regarding the underwriting of the Public Offering by the shareholders of the Issuer or Public Company conducted by the party that made a contract with the shareholder conducting the Public Offering with the obligation to purchase unsold remaining shares, if any;
8. a statement by the shareholders of the Issuer or Public Company that must at least contain or disclose:
a) a statement that all information regarding the Issuer or Public Company presented in the Prospectus is accurate and entirely derived from public information or information available to the public; b) a statement that the shareholders of the Issuer or Public Company are fully responsible for the truthfulness of all information presented in the Prospectus other than brief information regarding the business activities of the Issuer or Public Company and the latest published financial statements of the Issuer or Public Company; c) a statement by the shareholders of the Issuer or Public Company that they do not possess insider information; d) a statement that the offered shares are legally owned and are free, not currently in dispute and/or pledged to any party, and are not currently being offered to other parties; and e) other statements deemed relevant; and
9. disclosure regarding the amount and procedure for providing compensation for delays in refunding order payments; and
c. a statement letter from the shareholders of the Issuer or Public Company stating that all costs of the Public Offering over the Issuer's or Public Company's shares they own are the full responsibility of the shareholder conducting the Public Offering.
Article 3
Shareholders of an Issuer or Public Company are fully responsible for the accuracy, completeness, adequacy, and truthfulness of the information in the Registration Statement document and its supporting documents submitted to the Financial Services Authority, except for information as referred to in Article 2 letter b number 8 letter a).
Article 4
In the event that shareholders of an Issuer or Public Company who will conduct a Public Offering over the Issuer's or Public Company's shares they own conduct an initial offering, such initial offering may only be conducted since the Registration Statement was submitted to the Financial Services Authority.
Article 5
Information presented in the context of an initial offering as referred to in Article 4 must contain all information in the Prospectus submitted to the Financial Services Authority as part of the Registration Statement.
Article 6
(1) In the event that shareholders of an Issuer or Public Company intend to announce the Prospectus for a Public Offering over the Issuer's or Public Company's shares they own, such announcement may be conducted since the submission of the Registration Statement to the Financial Services Authority. (2) Proof of announcement as referred to in paragraph (1) must be submitted to the Financial Services Authority no later than the end of the 2nd (second) working day after the announcement.
Article 7
(1) In the event that shareholders of an Issuer or Public Company announce the Prospectus for a Public Offering over the Issuer's or Public Company's shares, the shareholders of the Issuer or Public Company must announce any corrections or additional information in the Prospectus no later than 2 (two) working days since the effectiveness of the Registration Statement. (2) Any corrections or additional information in the Prospectus as referred to in paragraph (1), including the deletion of statements as referred to in Article 2 letter b number 1 letter j), must at least be announced using media identical to the media used to announce the Prospectus as referred to in Article 6. (3) Proof of announcement of any corrections or additional information in the Prospectus as referred to in paragraph (1) must be submitted to the Financial Services Authority no later than 2 (two) working days after the announcement as referred to in paragraph (2).
Article 8
Public Offerings by shareholders of an Issuer or Public Company over the Issuer's or Public Company's shares they own may only be conducted if the Registration Statement has become effective.
Article 9
A Registration Statement may become effective by observing the following provisions:
a. based on the passage of time, namely:
1. 45 (forty-five) days since the date the Registration Statement was received by the Financial Services Authority in complete form; or
2. 45 (forty-five) days since the date of the last change submitted by the shareholders of the Issuer or Public Company or requested by the Financial Services Authority to be fulfilled; or
b. based on an effective statement from the Financial Services Authority that there are no further changes and/or additional information required.
Article 10
After the effectiveness of the Registration Statement and before the start of the Public Offering period by shareholders of an Issuer or Public Company over the Issuer's or Public Company's shares they own, the shareholders of the Issuer or Public Company must provide the Prospectus as referred to in Article 2 letter b.
Article 11
The Public Offering period by shareholders of an Issuer or Public Company over the Issuer's or Public Company's shares they own is implemented for a minimum period of 3 (three) working days.
Article 12
The time period from the effectiveness of the Registration Statement until the submission of the Public Offering result report by shareholders of an Issuer or Public Company over the Issuer's or Public Company's shares they own to the Financial Services Authority is at most 10 (ten) working days.
Article 13
(1) If the number of share orders during the Public Offering period by shareholders of an Issuer or Public Company over the Issuer's or Public Company's shares they own exceeds the number of shares offered, the shareholder conducting the Public Offering must prioritize share orders made by existing shareholders of the Issuer or Public Company when conducting allocation. (2) Allocation to shareholders as referred to in paragraph (1) must be conducted proportionally based on the share ownership quantity of each shareholder.
Article 14
In the event that after allocation as referred to in Article 13 paragraph (1) there are still remaining shares, such remaining shares must be allocated proportionally to orderers who are not shareholders of the Issuer or Public Company as well as orderers who are shareholders of the Issuer or Public Company.
Article 15
Share allocation for a Public Offering by shareholders of an Issuer or Public Company over the Issuer's or Public Company's shares must be completed no later than 2 (two) working days after the end of the Public Offering period by shareholders of the Issuer or Public Company.
Article 16
(1) Refund of order payments must be conducted within 2 (two) working days after the end of the share allocation period.
(2) In the event that there is a refund of money for share purchase orders exceeding the 2 (two) working day period, the shareholders of the Issuer or Public Company must pay compensation for such delay.
Article 17
Shareholders of an Issuer or Public Company conducting a Public Offering over the Issuer's or Public Company's shares they own must submit a report on the results of the Public Offering to the Financial Services Authority no later than 3 (three) working days after the end of share allocation.
Article 18
The Public Offering result report by shareholders of an Issuer or Public Company over the Issuer's or Public Company's shares they own as referred to in Article 17 must at least contain information:
a. the number of shares offered; b. the name of the party placing orders;
c. the number of shares ordered by each party;
d. the name of the party receiving allocation; and e. the number of shares delivered after the allocation process.
Article 19
In the event that shareholders of an Issuer or Public Company conducting a Public Offering over the Issuer's or Public Company's shares they own are not an Issuer or Public Company, after reporting as referred to in Article 17, such shareholders are not required to fulfill provisions applicable as a result of the Public Offering over the Issuer's or Public Company's shares.
Article 20
In the event that a Public Offering by shareholders of an Issuer or Public Company over the Issuer's or Public Company's shares they own results in the takeover of an Issuer or Public Company, the party becoming the new controller of the Issuer or Public Company is exempt from the obligation to conduct a tender offer as regulated in existing capital market sector regulations regarding the takeover of public companies.
Article 21
In the event that shareholders will sell their share ownership in a company other than an Issuer or Public Company through a Public Offering, the Public Offering of such shares may only be conducted by the company other than an Issuer or Public Company in accordance with Public Offering provisions as regulated in existing capital market sector regulations regarding registration procedures in the context of Public Offerings and other related regulations.

CHAPTER III
SANCTION PROVISIONS
Article 22
(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/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 administrative sanctions 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 23
In addition to administrative sanctions as referred to in Article 22 paragraph (1), the Financial Services Authority may take specific actions against any party violating the provisions of this Financial Services Authority Regulation.
Article 24
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 22 paragraph (1) and specific actions as referred to in Article 23 to the public.

CHAPTER IV
CLOSING PROVISIONS
Article 25
Upon the enactment of this Financial Services Authority Regulation, the Decision of the Head of the Capital Market Supervisory Agency Number Kep-05/PM/2004 concerning Public Offerings by Shareholders, along with Regulation Number IX.A.12 which is its appendix, is revoked and declared invalid.
Article 26
This Financial Services Authority Regulation takes effect upon being enacted.

This copy is identical to the original
Legal Director 1
Legal Department signed
Yuliana

For the attention of 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 21, 2017
CHAIRMAN OF THE COMMISSIONERS
FINANCIAL SERVICES AUTHORITY, signed
WIMBOH SANTOSO
Enacted in Jakarta on December 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 297

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 76/POJK.04/2017
REGARDING
PUBLIC OFFERINGS BY SHAREHOLDERS

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 transferred 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 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 existing capital market sector regulations regarding Public Offerings by Shareholders, namely the Decision of the Head of the Capital Market Supervisory Agency Number Kep-05/PM/2004 concerning Public Offerings by Shareholders, along with Regulation Number IX.A.12 which is its appendix, with a Financial Services Authority Regulation regarding Public Offerings by Shareholders.

II. ARTICLE BY ARTICLE
Article 1
Sufficiently clear.
Article 2
Sufficiently clear.
Article 3
Sufficiently clear.
Article 4
Sufficiently clear.
Article 5
Sufficiently clear.
Article 6
Sufficiently clear.
Article 7
Sufficiently clear.
Article 8
Sufficiently clear.
Article 9
Sufficiently clear.
Article 10
Sufficiently clear.
Article 11
Sufficiently clear.
Article 12
Sufficiently clear.
Article 13
Paragraph (1)
In practice, existing shareholders of an Issuer or Public Company are referred to as existing shareholders.
Paragraph (2)
Sufficiently clear.
Article 14
Sufficiently clear.
Article 15
Sufficiently clear.
Article 16
Sufficiently clear.
Article 17
Sufficiently clear.
Article 18
Sufficiently clear.
Article 19
Sufficiently clear.
Article 20
Sufficiently clear.
Article 21
Sufficiently clear.
Article 22
Sufficiently clear.
Article 23
The term “specific actions” includes, among others, the postponement of issuing an effective statement, for example, an effective statement for business mergers or consolidations.
Article 24
Sufficiently clear.
Article 25
Sufficiently clear.
Article 26
Sufficiently clear.
SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6165

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
APPENDIX
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 76/POJK.04/2017
REGARDING
PUBLIC OFFERINGS BY SHAREHOLDERS
COVER LETTER FOR REGISTRATION STATEMENT
IN THE CONTEXT OF PUBLIC OFFERINGS BY SHAREHOLDERS OF AN ISSUER OR PUBLIC COMPANY Number: ….. (domicile), …..(date/month/year) Attachments:
Subject: Cover Letter for
Registration Statement
In the Context of Public Offering by Shareholders ………….
(issuer or public company name)
To
Honorable Commissioners
Financial Services Authority
Attention: Executive Head
Capital Market Supervisor in Jakarta.
Hereby we submit a Registration Statement in the context of a Public Offering by Shareholders over the shares of PT ..... Tbk. (explain: nature, quantity, and brief description of the shares offered) in 2 (two) copies as follows:

1. Shareholder of the Issuer or Public Company
   a. Full name : ............................................................
   b. Full address : ............................................................
   c. Legal form 1)
   : ............................................................
   d. Number and date of the Deed of Establishment and the latest Deed of Amendment of the Articles of Association 1) ; e. Approval and Consent of the competent authority regarding the Deed of Establishment 1) ; f. Number and date of announcement in the State Gazette of the Republic of Indonesia regarding item e above 1) ;
   g. Domicile of the shareholder : ............................................................

This copy is consistent with the original
Legal Director 1
Legal Department signed
Yuliana
h. Citizenship 2) : ............................................................
i. Occupation and position 2)
: ............................................................
j. Business field 1)
: ............................................................
k. Business License Number 1)
; and
l. Tax Identification Number : ............................................................
2. The planned period for the General Offer by Shareholders.
3. List of attached documents:
a. ........................................................................................................
b. ........................................................................................................
EACH STATEMENT OR INFORMATION ABOUT THE EMITTER OR PUBLIC COMPANY IN THIS REGISTRATION STATEMENT IS ACCURATE AND EACH STATEMENT OR INFORMATION ABOUT THE SHAREHOLDERS AND OTHER INFORMATION IN THIS REGISTRATION STATEMENT IS CORRECT. (name of shareholder 2)/ President Director 1)) Stamp
..............................................
(full name and signature)
1) for shareholders that are business entities.
2) for individual shareholders.
Established in Jakarta on December 21, 2017
CHAIRMAN OF THE COMMISSIONERS
FINANCIAL SERVICES AUTHORITY, signed
WIMBOH SANTOSO