2021-03-19 | 8/POJK.04/2021Added
This regulation establishes the legal framework for the issuance, trading, and supervision of structured warrants in Indonesia. It mandates that issuers must be securities companies meeting specific capital and risk management criteria, and that all issuances occur through public offerings with effective registration statements. The document defines eligible underlying assets, sets minimum issuance values, and outlines detailed requirements for prospectuses, term sheets, and liquidity provision to ensure market transparency and investor protection.
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COPY
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 8 /POJK.04/2021
CONCERNING
STRUCTURED WARRANTS
BY THE GRACE OF GOD THE ALMIGHTY,
THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering:
a. that as one of the efforts to deepen the capital market, an alternative product is needed that can serve as an investment alternative, a hedging mechanism, and simultaneously increase trading liquidity; b. that structured warrants are one of the structured products that can be developed as an investment alternative, serve as a hedging instrument, and increase the liquidity of stock trading on the stock exchange;
c. that to provide a legal basis for the issuance, trading, and supervision of structured warrants, it is necessary to regulate regulations regarding structured warrants;
d. that based on the considerations as referred to in letters a, b, and c, it is necessary to establish a Financial Services Authority Regulation concerning Structured Warrants; THE FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA
In view of: 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 STRUCTURED WARRANTS.
CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are defined as:
Article 2
(1) The issuance of Structured Warrants must be conducted through a Public Offering.
(2) Issuers conducting a Public Offering of Structured Warrants must submit a Registration Statement to the Financial Services Authority.
(3) Public Offerings of Structured Warrants are prohibited unless the Registration Statement as referred to in paragraph (2) has become effective.
(4) Issuers may issue new series of Structured Warrants within a period of 2 (two) years after the issuance of the initial series of Structured Warrants becomes effective without submitting a new Registration Statement.
Article 3
The issuance of Structured Warrants by Issuers must meet the following criteria:
a. the minimum issuance value for each series of Structured Warrants is Rp5,000,000,000 (five billion Rupiah); b. Structured Warrants issued by the Issuer are Structured Warrants with Collateral;
c. Structured Warrants issued by the Issuer are listed and traded on the Stock Exchange; and
d. Structured Warrants are held in collective custody at the Depository and Clearing Agency.
Article 4
Securities that can serve as Underlying Structured Warrants include:
a. equity-type Securities in the form of shares of Listed Companies; or b. other Securities determined by the Financial Services Authority.
Article 5
Equity-type Securities as referred to in Article 4 letter a must meet the following criteria:
a. shares from Listed Companies that have controllers; b. included in the list of Securities meeting the criteria for equity-type Securities in the form of shares that can serve as Underlying Structured Warrants issued by the Stock Exchange; and
c. the total number of Structured Warrants issued and traded is maximally 50% (fifty percent) of the total ownership of shares without warrants below 5% (five percent), excluding shares that have been repurchased by the Listed Company.
Article 6
(1) Investors who will conduct transactions on Structured Warrants must possess:
a. single investor identification; b. sub-accounts for Securities at the Depository and Clearing Agency; and
c. customer fund accounts.
(2) The requirement to have customer fund accounts as referred to in paragraph (1) letter c can be replaced with the use of sub-accounts for Securities at the Depository and Clearing Agency to store customer order funds.
CHAPTER II
ISSUERS
Article 7
Parties that can become Issuers are Securities Companies that are Stock Exchange Members.
Article 8
Securities Companies as referred to in Article 7 must meet the following criteria:
a. have Adjusted Net Working Capital of at least Rp250,000,000,000.00 (two hundred fifty billion Rupiah) based on Stock Exchange examination; b. have financial reports with the provision that negative equity is not recorded in the last 1 (one) fiscal year; and
c. become Structured Warrant Liquidity Providers for every series of Structured Warrants issued.
Article 9
Issuers are obligated to:
a. submit information in the Prospectus and Term Sheet in the event of an affiliation relationship that has the potential to cause conflicts of interest with the issuer of Securities whose Securities serve as the Underlying Structured Warrant; b. have a risk management system for Structured Warrants issued;
c. have a director responsible for Structured Warrants issued;
d. have officials responsible for risk management, marketing, and conflict of interest management for Structured Warrants issued; e. have standard operating procedures related to the implementation of issuance, trading, and settlement activities of Structured Warrants; f. have officials as referred to in letter d who understand the product and transaction mechanisms of Structured Warrants; g. publish audited financial reports by public accountants registered with the Financial Services Authority on the Issuer's website; and h. conduct education and socialization regarding Structured Warrants issued.
Article 10
Issuers are prohibited from using their own issued shares as the Underlying Structured Warrant.
Article 11
The risk management system as referred to in Article 9 letter b is part of the Issuer's risk management in accordance with Financial Services Authority regulations regarding risk management for Securities Companies conducting business activities as underwriters of Securities and Securities Brokers that are Stock Exchange Members.
CHAPTER III
PROCEDURES FOR SUBMITTING REGISTRATION STATEMENTS First Section Submission of Registration Statement Documents
Article 12
(1) The Registration Statement in the context of the Public Offering of Structured Warrants as referred to in Article 2 paragraph (2) is submitted by the Issuer to the Financial Services Authority in duplicate (2) containing documents:
a. Cover Letter for Registration Statement in accordance with the format of the Cover Letter for Registration Statement in the Context of Public Offering of Structured Warrants contained in the Appendix which is an integral part of this Financial Services Authority Regulation; b. draft Prospectus of Structured Warrants stamped and signed by all Parties;
c. draft Term Sheet; and
d. other documents in digital media such as compact discs or others.
(2) Issuers are obligated to create, store, and administer all documents as referred to in paragraph (1).
Article 13
(1) Submission of the Registration Statement for Structured Warrants to the Financial Services Authority is conducted electronically through the Financial Services Authority's licensing system. (2) In the event that the electronic system as referred to in paragraph (1) is not yet available, the submission of the Registration Statement for Structured Warrants may be submitted to the Financial Services Authority in the form of printed documents. (3) Further provisions regarding the submission of the Registration Statement for Structured Warrants electronically through the Financial Services Authority's licensing system are determined by the Financial Services Authority.
Article 14
Issuers and every Party that provides opinions or statements and with their consent, are fully responsible for the accuracy, completeness, truthfulness, and honesty of the opinion regarding all information in the Registration Statement and all other documents submitted to the Financial Services Authority.
Article 15
After the submission of the Registration Statement, Issuers and every Party as referred to in Article 14 are prohibited from announcing the Prospectus and Term Sheet before obtaining the effectiveness of the Registration Statement from the Financial Services Authority.
Article 16
(1) In processing the Registration Statement in the context of the Public Offering for Structured Warrants as referred to in Article 12 paragraph (1), the Financial Services Authority examines the completeness of the Registration Statement documents. (2) To support the examination as referred to in paragraph (1), the Financial Services Authority has the authority to:
a. request Issuers and Parties involved in the Public Offering of Structured Warrants to conduct presentations; b. request changes and/or additional information related to the completeness of documents for the Registration Statement of the Public Offering of Structured Warrants from the Issuer;
c. evaluate the resilience of Securities Companies as prospective Issuers of Structured Warrants in maintaining the sufficiency of Adjusted Net Working Capital in accordance with Issuer requirements; and/or
d. reject applications to become Issuers of Structured Warrants if there is a potential for the Securities Company to lack the resilience to maintain the value of Adjusted Net Working Capital.
Second Section
Effectiveness of Registration Statement
Article 17
(1) The Registration Statement in the context of the Public Offering of Structured Warrants becomes effective on the 45th (forty-fifth) day since the receipt of the complete Registration Statement or on an earlier date if declared effective by the Financial Services Authority. (2) Issuers submit changes and/or additional information over the Registration Statement as referred to in Article 16 paragraph (2) letter b within a maximum of 45 (forty-five) days since the date of the document request letter for changes and/or additional information from the Financial Services Authority. (3) Issuers who do not complete the documents for changes and/or additional information within the period as referred to in paragraph (2) are deemed to have canceled the Registration Statement application already submitted to the Financial Services Authority. (4) Issuers are obligated to submit the final printed Prospectus along with the digital format of the document to the Financial Services Authority no later than 30 (thirty) working days after the effective date of the Registration Statement for Structured Warrants. (5) Issuers are obligated to announce the notice of implementation of the Public Offering for the initial series of Structured Warrants along with the Term Sheet no later than 2 (two) working days before the start of the planned offering period at least through:
a. 1 (one) daily newspaper in Indonesian language distributed nationally or the Stock Exchange website; and b. the Issuer's website.
(6) Proof of announcement as referred to in paragraph (5) must be submitted by the Issuer to the Financial Services Authority no later than 2 (two) working days after the announcement.
Article 18
No later than 45 (forty-five) days since the receipt of the Registration Statement application as referred to in Article 12, the Financial Services Authority provides a notification letter to the Issuer stating:
a. the Registration Statement does not yet meet the requirements; or b. the Registration Statement is declared effective by the Financial Services Authority.
Article 19
(1) The effectiveness statement from the Financial Services Authority as referred to in Article 18 letter b does not mean that the Financial Services Authority has approved the relevant Structured Warrant or states that the disclosed information is sufficient or correct. (2) Any statement contrary to the provisions as referred to in paragraph (1) constitutes a violation of the law.
Third Section
Issuance of New Series of Structured Warrants
Article 20
(1) Issuers may issue new series of Structured Warrants as referred to in Article 2 paragraph (4) by submitting a Term Sheet to the Financial Services Authority. (2) If there is an agreement between the Issuer and the Structured Warrant Liquidity Provider, the Issuer is obligated to submit the agreement between the Issuer and the Structured Warrant Liquidity Provider to the Financial Services Authority. (3) Before conducting the Public Offering of the new series of Structured Warrants, no later than 14 (fourteen) working days before the start of the planned offering period, the Issuer is obligated to submit a notice of implementation of the Public Offering for the new series of Structured Warrants accompanied by the Term Sheet for the new series of Structured Warrants to the Financial Services Authority. (4) Issuers are obligated to announce the notice of implementation of the Public Offering for the new series of Structured Warrants along with the Term Sheet for the new series of Structured Warrants no later than 2 (two) working days before the start of the planned offering period at least through:
a. 1 (one) daily newspaper in Indonesian language distributed nationally or the Stock Exchange website; and b. the Issuer's website.
(5) Proof of announcement as referred to in paragraph (4) must be submitted by the Issuer to the Financial Services Authority no later than 2 (two) working days after the announcement. (6) If the time limit for submitting the notice of implementation of the Public Offering for the new series of Structured Warrants as referred to in paragraph (3) has been met and the Financial Services Authority does not provide a response, the Issuer may conduct the Public Offering for the new series of Structured Warrants.
Article 21
In the event that the Issuer will issue a new series of Structured Warrants, the information contained in the Term Sheet for the new series of Structured Warrants must be in accordance with the information contained in the Prospectus, except for:
a. the offering price of Structured Warrants; b. the exercise price of Structured Warrants to be exchanged for Underlying Structured Warrants;
c. the conversion ratio of Structured Warrants;
d. the validity period of Structured Warrants; e. the exercise date of Structured Warrants; and f. Underlying Structured Warrants.
CHAPTER IV
PUBLIC OFFERING DOCUMENTS
First Section
Form and Content of Public Offering Documents
Article 22
Prospectus, Term Sheet, and other documents that must be submitted as part of the Registration Statement in the context of the Public Offering of Structured Warrants as referred to in Article 12 paragraph (1) letters b, c, and d must contain details of Material Information or Facts.
Article 23
The draft Prospectus as referred to in Article 12 paragraph (1) letter b must contain at least the following information:
a. information presented or disclosed on the outer cover of the Prospectus includes:
Article 24
The Term Sheet as referred to in Article 12 paragraph (1) letter c must contain at least the following information:
a. schedule of the Public Offering; b. Underlying Structured Warrants accompanied by a letter of approval from the Stock Exchange regarding the Underlying Structured Warrants;
c. series of Structured Warrants to be issued;
d. type of Structured Warrants in the form of Call Structured Warrants and/or Put Structured Warrants; e. offering price of Structured Warrants; f. exercise price of Structured Warrants to be exchanged for Underlying Structured Warrants; g. number of Structured Warrants to be listed on the Stock Exchange; h. plan for issuing additional Structured Warrants to facilitate activities of Structured Warrant Liquidity Providers;
i. conversion ratio of Structured Warrants;
j. validity period of Structured Warrants; k. exercise date of Structured Warrants;
l. type of settlement of Structured Warrants physically or in cash;
m. adjustments to Structured Warrants if the Listed Company whose Securities serve as the Underlying Structured Warrant takes certain corporate actions; n. procedures for exchanging Structured Warrants into Underlying Structured Warrants if settlement of Structured Warrants is conducted physically; o. information regarding Parties that will act as Structured Warrant Liquidity Providers; p. calculation of settlement of exercise rights from holders of Structured Warrants if settlement of Structured Warrants is conducted in cash; q. procedures and calculation of settlement of rights from holders of Structured Warrants if:
Article 25
Other documents as referred to in Article 12 paragraph (1) letter d at least:
a. annual financial reports of the Issuer audited by public accountants registered with the Financial Services Authority for at least the last 2 (two) fiscal years or since establishment if less than 2 (two) years; b. tax identification number;
c. agreement between the Issuer and Structured Warrant Liquidity Provider, if there is an agreement between the Issuer and Structured Warrant Liquidity Provider;
d. marketing and operational plan for Structured Warrants; e. legal examination report and legal opinion from a legal consultant registered with the Financial Services Authority; f. principle approval for listing between the Issuer and the Stock Exchange; g. documents containing information about supporting professions including:
Article 26
(1) The legal examination report and legal opinion as referred to in Article 25 letter e cover all legal aspects of the Issuer, except:
a. the articles of association only cover the articles of association at the time of establishment and the latest articles of association; and b. the capital structure and changes in share ownership only cover the last 2 (two) years or since establishment if less than 2 (two) years before the Registration Statement. (2) If there are no changes in capital structure and share ownership within the period referred to in paragraph (1) letter b, the legal examination report covers the examination of the latest capital structure and share ownership.
CHAPTER V
PUBLIC OFFERING PERIOD, ALLOCATION, AND REPORT ON THE RESULTS OF THE PUBLIC OFFERING OF STRUCTURED WARRANTS
Article 27
In the context of the Public Offering, Structured Warrants may be offered by the Issuer itself or by using an Effect sales agent.
Article 28
(1) The Issuer is required to carry out the Public Offering no later than 2 (two) working days after the Registration Statement becomes effective.
(2) The Issuer carries out the Public Offering as referred to in paragraph (1) for a minimum of 1 (one) working day and a maximum of 5 (five) working days. (3) If trading of the Underlying Structured Warrant is suspended on the Stock Exchange for a minimum of 1 (one) trading day during the Public Offering period of the Structured Warrants, the Issuer may:
a. extend the Public Offering period of the Structured Warrants for a period equal to the trading suspension period of the said Effect; or b. cancel the Public Offering of the Structured Warrants.
Article 29
Payment for the subscription of Structured Warrants must be settled no later than at the time of delivery of the Structured Warrants.
Article 30
(1) If the number of requests for Structured Warrants during the Public Offering period exceeds the number of Structured Warrants offered, the allocation of Structured Warrants must be done proportionally. (2) The allocation of Structured Warrants for a Public Offering of Structured Warrants must be completed no later than 2 (two) working days after the end of the Public Offering period.
Article 31
(1) If the listing requirements are not met, the offer for Structured Warrants is void ab initio and the payment for the said Structured Warrant orders must be returned to the subscriber. (2) In the event:
a. a Structured Warrant order is rejected in part or in whole; or b. the Public Offering becomes void, the Structured Warrant order money that has been paid must be returned by the Issuer to the subscribers no later than 2 (two) working days after the allocation date or after the date of announcement of the cancellation. (3) The requirements and procedures for compensation for subscribers in the event of delays in the return of money resulting in more than 2 (two) working days as referred to in paragraph (2) must be disclosed in the Prospectus.
Article 32
(1) The delivery of Structured Warrants along with proof of Effect ownership must be carried out to the Effect buyers no later than 2 (two) working days after the allocation date. (2) The listing of Structured Warrants on the Stock Exchange must be carried out no later than 1 (one) working day after the delivery date of the Structured Warrants.
Article 33
(1) The Issuer is required to submit a report on the results of the Public Offering to the Financial Services Authority no later than 5 (five) working days after the allocation date. (2) The report on the results of the Public Offering as referred to in paragraph (1) is submitted using the format of the Report on the Results of the Public Offering contained in the Appendix, which is an integral part of this Financial Services Authority Regulation.
Article 34
After the completion of the Public Offering, the Issuer is required to store the Registration Statement document that has been declared effective by the Financial Services Authority in accordance with the provisions of legislation regarding company documents.
CHAPTER VI
TRADING OF STRUCTURED WARRANTS
Article 35
(1) Parties that can conduct trading activities of Structured Warrants must be Stock Exchanges that have obtained a business license from the Financial Services Authority. (2) Parties that can conduct clearing and guaranteeing activities of Structured Warrant transactions and guaranteeing the settlement of Structured Warrants at maturity must be Clearing and Guaranteeing Institutions that have obtained a business license from the Financial Services Authority. (3) Parties that can conduct storage and settlement activities of Structured Warrant transactions and settlement of Structured Warrants at maturity must be Custody and Settlement Institutions that have obtained a business license from the Financial Services Authority. (4) Structured Warrant transactions in the secondary market traded on the Stock Exchange and the settlement of Structured Warrant transactions at maturity are Exchange Transactions that must be guaranteed by the Clearing and Guaranteeing Institution in accordance with the provisions of the Financial Services Authority regulations regarding the guarantee of settlement of Exchange Transactions. (5) In providing guarantees for Structured Warrants at maturity, the Clearing and Guaranteeing Institution must take control of the Collateral placed by the Issuer.
Article 36
(1) Stock Exchange Members are prohibited from providing financing for the settlement of Structured Warrant transactions for their clients.
(2) Stock Exchange Members who are also Liquidity Providers for Structured Warrants may conduct Short Selling transactions on the Underlying Structured Warrants. (3) Stock Exchange Members conducting Structured Warrant transactions for client interests must conduct education and socialization regarding each Structured Warrant product.
Article 37
The sell offer price entered into the Stock Exchange trading system when conducting Short Selling transactions as referred to in Article 36 paragraph (2) does not have to be above the last occurring price on the Stock Exchange.
CHAPTER VII
CONDUCT OF TRANSACTIONS
ON STRUCTURED WARRANTS
Article 38
Stock Exchanges, Clearing and Guaranteeing Institutions, and Custody and Settlement Institutions are required to regulate trading, guaranteeing, and settlement of Structured Warrants.
Article 39
Stock Exchanges conducting trading of Structured Warrants must regulate at least:
a. listing of Structured Warrants; b. requirements for Underlying Structured Warrants;
c. general provisions regarding Collateral for Structured Warrants;
d. validity period of Structured Warrants; e. requirements for Stock Exchange Members who can become Liquidity Providers for Structured Warrants; f. Structured Warrant transaction mechanisms; g. adjustment of exercise price, quantity, and exercise dates of Structured Warrants in the event of corporate actions by the Listed Company that is the Underlying Structured Warrant; h. general provisions on clearing, guaranteeing, and settlement of Structured Warrants, including settlement of Structured Warrants at maturity;
i. supervision of Structured Warrant trading;
j. actions taken regarding Structured Warrant trading if trading of the Underlying Structured Warrant is suspended; k. sanctions imposed on the Issuer and/or Stock Exchange Members conducting Structured Warrant transactions;
l. reporting by the Issuer; and
m. general provisions regarding early termination.
Article 40
Clearing and Guaranteeing Institutions conducting guaranteeing and settlement of Structured Warrant transactions must regulate at least:
a. guaranteeing settlement of Structured Warrants in the Secondary Market; b. guaranteeing and settlement of Structured Warrants at maturity;
c. risk calculation mechanisms and management of Collateral for Structured Warrants; and
d. criteria and mechanisms for early termination.
Article 41
Custody and Settlement Institutions conducting storage and settlement of Structured Warrant transactions and settlement of Structured Warrants at maturity must regulate at least:
a. procedures for storing Structured Warrants in collective custody at the Custody and Settlement Institution; b. procedures for settling Structured Warrant transactions in the secondary market; and
c. procedures for settling Structured Warrant trading at maturity both physically and in cash.
CHAPTER VIII
REPORTING OBLIGATIONS FOR ISSUERS OF STRUCTURED WARRANTS
Article 42
(1) The Issuer is required to submit reports to the Financial Services Authority covering:
a. changes in information in the Prospectus and Term Sheet no later than 2 (two) working days after the change occurs; b. the Issuer's interim financial reports submitted no later than at the end of the first month after the date of the interim financial report;
c. the Issuer's annual financial reports submitted no later than at the end of the 3rd (third) month after the date of the annual financial report; and
d. calculations of adjustments to the conversion ratio and exercise price in accordance with the adjustment policy established at the time of issuance of the Structured Warrants, in the event there is a plan for corporate action by the Listed Company whose Effects become the Underlying Structured Warrants that has been announced publicly, resulting in changes to the price and number of shares of the Underlying Structured Warrants, no later than 2 (two) working days before the adjustment becomes effective. (2) The Issuer is required to submit reports as referred to in paragraph (1) to the Financial Services Authority electronically through the Financial Services Authority's reporting system. (3) In the event that the electronic system for reporting as referred to in paragraph (2) is not yet available, reports may be submitted to the Financial Services Authority in the form of printed documents.
CHAPTER IX
ADMINISTRATIVE SANCTIONS
Article 43
(1) Any Party that violates the provisions as referred to in Article 2 paragraph (1), paragraph (2), paragraph (3), Article 9, Article 10, Article 12 paragraph (2), Article 15, Article 17 paragraph (4), paragraph (5), paragraph (6), Article 20 paragraph (2), paragraph (3), paragraph (4), paragraph (5), Article 21, Article 22, Article 23, Article 24, Article 28 paragraph (1), Article 30, Article 31 paragraph (1), paragraph (2), Article 32, Article 33 paragraph (1), Article 34, Article 35, Article 36 paragraph (1), paragraph (3), Article 38, Article 39, Article 40, Article 41, and Article 42 paragraph (1), paragraph (2) shall be subject to administrative sanctions. (2) Sanctions as referred to in paragraph (1) are also imposed on Parties who cause the occurrence of violations as referred to in paragraph (1). (3) Sanctions as referred to in paragraph (1) and paragraph (2) are imposed by the Financial Services Authority. (4) Administrative sanctions as referred to in paragraph (1) consist of:
a. written warning; b. fines in the form of an 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.
(5) Administrative sanctions as referred to in paragraph (4) 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 (4) letter a. (6) Administrative sanctions in the form of fines as referred to in paragraph (4) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (4) letters c, d, e, f, or g. (7) The procedures for imposing sanctions as referred to in paragraph (3) are carried out in accordance with the provisions of legislation.
Article 44
In addition to administrative sanctions as referred to in Article 43 paragraph (4), the Financial Services Authority may take certain actions against any Party that violates the provisions of this Financial Services Authority Regulation.
Article 45
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 43 paragraph (4) and certain actions as referred to in Article 44 to the public.
CHAPTER X
CLOSING PROVISIONS
Article 46
This Financial Services Authority Regulation comes into force on the date of its promulgation.
This copy is consistent with the original
Director of Law 1
Department of Law signed
Mufli Asmawidjaja
In order that everyone may know it, order the promulgation of this Financial Services Authority Regulation by placing it in the State Journal of the Republic of Indonesia.
Established in Jakarta on 17 March 2021
CHAIRMAN OF THE COMMISSIONERS
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
WIMBOH SANTOSO
Promulgated in Jakarta on 19 March 2021
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY
STATE JOURNAL OF THE REPUBLIC OF INDONESIA YEAR 2021 NUMBER 82
EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
OF THE REPUBLIC OF INDONESIA
NUMBER 8/POJK.04/2021
ON
STRUCTURED WARRANTS
I. GENERAL
Financial instruments in Indonesia have developed rapidly in recent years, providing a variety of financial instrument choices that investors can use according to their needs. In addition to choosing financial instruments suitable for their needs, investors must also choose financial instruments according to their risk tolerance and the characteristics of the existing financial instruments. The availability of varied financial instruments for investors can certainly serve as an alternative investment choice for investors in the capital market. This is also in line with the market deepening program as Indonesia's capital market strategy to realize a capital market industry capable of becoming a strong driver of the national economy with global competitiveness, where regulations are needed to encourage an increase in the domestic investor base (demand side) and the provision of various products (supply side). From a regulatory perspective, until now there have been no specific regulations governing capital market instruments in the form of structured products. Based on Article 5 letter p of Law Number 8 of 1995 concerning the Capital Market (UUPM), the Financial Services Authority has the authority to establish other instruments as Effects besides those determined in Article 1 number 5 of UUPM. Regarding other instruments as Effects in the capital market, Structured Warrants are a capital market product that gives holders of Structured Warrants the right to buy or sell an Effect that is the Underlying Structured Warrant. In order to carry out the mandate of the Law and the market deepening program as Indonesia's capital market strategy, the Financial Services Authority prepares a set of regulations for capital market instruments expected to increase the liquidity of Effect trading and add alternative investment choices. Structured Warrants can serve as a hedging instrument for investors, namely the right to buy or sell the Underlying Structured Warrant at a price determined in advance by paying only a premium. In addition, by investing in Structured Warrants, investors have the potential to gain profits with small capital in the form of premiums, without having to buy the Underlying Structured Warrant. On the other hand, the potential loss for investors is also small, limited to the value of the premium paid. For the Issuer, Structured Warrants provide potential income in the form of premiums (Structured Warrant price) paid by investors. For the Listed Company issuing the Underlying Structured Warrant, the trading of Structured Warrants will impact an increase in the trading or liquidity of the Underlying Structured Warrant. The Issuer as a Liquidity Provider and other Liquidity Providers for Structured Warrants will actively trade the Underlying Structured Warrant so that the price spread of the Underlying will become narrower. Ultimately, the trading of Structured Warrants will increase instruments in the capital market industry, increase
liquidity, reduce volatility, and ultimately increase financial market deepening. Based on the background above, in order to increase instruments in the capital market industry, increase liquidity, reduce volatility, and increase financial market deepening through the issuance and trading of Structured Warrants, it is necessary to create regulations regarding the conduct of the offering and trading of Structured Warrants, by issuing a Financial Services Authority Regulation on Structured Warrants.
II. ARTICLE BY ARTICLE
Article 1
It is clear enough.
Article 2
Paragraph (1)
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
What is meant by "first series of Structured Warrants" is the issuance of Structured Warrants for the first time since obtaining the effective statement from the Financial Services Authority. What is meant by "new series of Structured Warrants" is the issuance of additional Structured Warrants after the first series, within a period of 2 (two) years since the effective statement from the Financial Services Authority.
Article 3
It is clear enough.
Article 4
Letter a
It is clear enough.
Letter b
Examples of other Effects established by the Financial Services Authority include Effect indices and collective investment contract mutual funds whose participation units are traded on the Stock Exchange.
Article 5
Letter a
Controlling Party of the Listed Company in accordance with the provisions of Financial Services Authority regulations regarding the takeover of open companies. Letter b It is clear enough. Letter c What is meant by "total share ownership" is shares that are listed and traded on the Stock Exchange.
Article 6
Paragraph (1)
Letter a
The requirement to have a single investor identification for investors is related to the process of Effect allocation which will be carried out based on single investor identification representing each investor. Letter b The requirement to have a sub-account for Effects at the Custody and Settlement Institution in connection with the storage of Structured Warrants. Letter c It is clear enough. Paragraph (2) It is clear enough.
Article 7
It is clear enough.
Article 8
It is clear enough.
Article 9
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
Officials responsible for risk management and marketing can be carried out by officials in charge of each respective function that already exists in the Securities Company. The official responsible for managing conflicts of interest can be held concurrently by the official in charge of the risk management function that already exists in the Securities Company. Letter e It is clear enough. Letter f It is clear enough. Letter g It is clear enough. Letter h It is clear enough.
Article 10
It is clear enough.
Article 11
It is clear enough.
Article 12
It is clear enough.
Article 13
It is clear enough.
Article 14
What is meant by "its approval" is the approval of each Party regarding the opinion or statement to be included in the Registration Statement document or other documents.
Article 15
It is clear enough.
Article 16
Paragraph (1)
It is clear enough.
Paragraph (2)
Letter a
It is clear enough.
Letter b
Requests for changes and/or additional information to the Issuer are intended so that the Issuer can fulfill its obligation to disclose all Information or Material Facts about the relevant Structured Warrant offering and the financial condition of the Issuer. Letter c Evaluation can be carried out among others on cash and cash equivalents as well as other asset components such as outstanding financing and/or portfolios. Letter d It is clear enough.
Article 17
It is clear enough.
Article 18
It is clear enough.
Article 19
It is clear enough.
Article 20
Paragraph (1)
It is clear enough.
Paragraph (2)
In the event that a Securities Company is the Issuer of Structured Warrants and also acts as a Liquidity Provider, then a contract between the Issuer and the Liquidity Provider is not required. Paragraph (3) It is clear enough. Paragraph (4) It is clear enough. Paragraph (5) It is clear enough. Paragraph (6) It is clear enough.
Article 21
Offer prices and exercise prices can be submitted in the form of an interval.
Example:
Term Sheet for a new series of Structured Warrants with Underlying Structured Warrant stock X has an offer price: Rp2,500.00 – Rp3,500.00 and an exercise price: Rp25,000.00 – Rp35,000.00.
Article 22
It is clear enough.
Article 23
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
It is clear enough.
Letter e
Information and explanations in detail about Structured Warrants cover information on Underlying Structured Warrants, total issuance value, issuance period, and the number of series to be issued. Letter f It is clear enough. Letter g It is clear enough. Letter h Information regarding the risks of Structured Warrants for investors includes among others:
a. Issuer risks include:
Article 24
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
What is meant by "Structured Warrant type call" is an Effect that gives its holder the right to buy the Underlying Structured Warrant at the exercise price and exercise date established at the beginning of issuance. What is meant by "Structured Warrant type put" is an Effect that gives its holder the right to sell the Underlying Structured Warrant at the exercise price and exercise date established at the beginning of issuance. Letter e Offer prices can be submitted in the form of an interval. Letter f Exercise prices can be submitted in the form of an interval. Letter g It is clear enough. Letter h It is clear enough. Letter i It is clear enough. Letter j It is clear enough. Letter k It is clear enough. Letter l It is clear enough. Letter m It is clear enough. Letter n It is clear enough. Letter o It is clear enough. Letter p It is clear enough. Letter q Number 1 It is clear enough. Number 2 It is clear enough. Number 3 Example of corporate actions carried out by a Listed Company whose shares become the Underlying Structured Warrant. Letter r Information regarding the risks of Structured Warrants for investors includes among others:
a. Issuer risks include:
credit risk, for example, the risk when the Issuer cannot fulfill its obligations to holders of Structured Warrants;
legal risk, for example, when the Issuer faces legal problems such as being sued for bankruptcy;
operational risk is any risk that has the potential to disrupt the Issuer's operational activities;
reputational risk is a risk caused by a decline in the level of trust of stakeholders stemming from customer complaints and/or negative news about the company;
strategic risk is a risk caused by the Securities Company's inaccuracy in making and/or implementing a strategic decision and failure to anticipate changes in the business environment;
compliance risk is a risk caused by the Securities Company's failure to comply with and/or implement laws and regulations and provisions; and
other risks that have a significant influence on the Issuer's business continuity and financial condition; and
b. product risks include:
premium risk, where investors may lose the premium paid to purchase Structured Warrants;
trading risk, where Structured Warrants or the Securities underlying the Structured Warrants are suspended by the Stock Exchange;
liquidity risk, where Structured Warrants are not widely traded; and
other general risks, including:
a) macro or global economic conditions that cause financial markets to be under pressure; b) government policies; and c) regulations of other countries or international regulations. Letter s Sufficiently clear.
Article 25
Letter a
Sufficiently clear.
Letter b
Sufficiently clear.
Letter c
Sufficiently clear.
Letter d
Sufficiently clear.
Letter e
Sufficiently clear.
Letter f
Sufficiently clear.
Letter g
Number 1
Sufficiently clear.
Number 2
Sufficiently clear.
Number 3
Sufficiently clear.
Number 4
The term "other professions" refers to other supporting professions designated by the Financial Services Authority based on Financial Services Authority regulations regarding the conduct of activities in the capital market sector. Letter h Sufficiently clear. Letter i Sufficiently clear.
Article 26
Sufficiently clear.
Article 27
Those who can become securities sales agents in the primary market for Structured Warrants include Securities Brokers other than the Issuer.
Article 28
Sufficiently clear.
Article 29
Sufficiently clear.
Article 30
Sufficiently clear.
Article 31
Sufficiently clear.
Article 32
Sufficiently clear.
Article 33
Sufficiently clear.
Article 34
Sufficiently clear.
Article 35
Paragraph (1)
Sufficiently clear.
Paragraph (2)
Sufficiently clear.
Paragraph (3)
Sufficiently clear.
Paragraph (4)
Settlement guarantees for Structured Warrants include guarantees for the settlement of Structured Warrant transactions in the secondary market up to the guarantee of settlement at the time of Structured Warrant maturity. Paragraph (5) Sufficiently clear.
Article 36
Sufficiently clear.
Article 37
Sufficiently clear.
Article 38
Sufficiently clear.
Article 39
Letter a
Sufficiently clear.
Letter b
Regulations regarding the requirements for the Underlying of Structured Warrants must at least cover:
a. provisions on the list and criteria for Securities that can become the Underlying of Structured Warrants; b. criteria for having a controlling party of the Listed Company; and
c. maximum limits on Structured Warrants traded if settlement is conducted physically.
Letter c
Sufficiently clear.
Letter d
Sufficiently clear.
Letter e
Sufficiently clear.
Letter f
Sufficiently clear.
Letter g
Sufficiently clear.
Letter h
Sufficiently clear.
Letter i
Sufficiently clear.
Letter j
Sufficiently clear.
Letter k
Sufficiently clear.
Letter l
Sufficiently clear.
Letter m
In practice, "accelerated settlement" is also known as early termination.
Accelerated settlement is the settlement of Structured Warrants before the exercise date of the Structured Warrants.
Article 40
Letter a
Sufficiently clear.
Letter b
Sufficiently clear.
Letter c
Sufficiently clear.
Letter d
In practice, "accelerated settlement" is also known as early termination.
Article 41
Sufficiently clear.
Article 42
Sufficiently clear.
Article 43
Sufficiently clear.
Article 44
The term "specific actions" includes, among others, the postponement of the issuance of an effectiveness statement for the registration statement in the context of the Public Offering of Structured Warrants.
Article 45
Sufficiently clear.
Article 46
Sufficiently clear.
SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6672
APPENDIX
FINANCIAL SERVICES AUTHORITY REGULATION
OF THE REPUBLIC OF INDONESIA
NUMBER 8 /POJK.04/2021
REGARDING
STRUCTURED WARRANTS
COVER LETTER FOR REGISTRATION STATEMENT IN THE CONTEXT OF PUBLIC OFFERING OF STRUCTURED WARRANTS Number :
Attachment :
Subject:
Place, date
To
The Executive Head
Capital Market Supervisor
Financial Services Authority in Jakarta
Hereby we submit the Registration Statement in the context of the Public Offering of Structured Warrants amounting to ................. Series with a value per Series of Rp..........................
The Parties involved in the Registration Statement for the Public Offering of Structured Warrants are:
I. Issuer
Name :
Address :
Number and date of establishment deed
including amendments to the articles of association :
Number and date of approval/
consent/notification by the Minister of Law and Human Rights of the Republic of Indonesia :
Number and date of announcement
in the Indonesian State Gazette :
Number and date of business license
from the OJK :
Taxpayer Identification Number
of the Company :
Board of Directors and Board of Commissioners :
Name Citizenship Address Position a. b.
II. Notary
Name :
Address :
Taxpayer Identification Number :
Number and date of registration certificate
from the OJK :
III. Legal Consultant
Name :
Address :
Taxpayer Identification Number :
Number and date of registration certificate
from the OJK :
IV. List of Attached Documents:
Final draft of the Structured Warrant Prospectus (for the first series of Structured Warrants);
Draft Term Sheet; and
Other documents in digital media such as compact discs or others
ISSUER DECLARATION
We, the undersigned, members of the Board of Directors and members of the Board of Commissioners, each representing the Board of Directors and the Board of Commissioners of:
Issuer :............................................................................
Business activities :............................................................................
Address :............................................................................
Telephone and facsimile :............................................................................
In the context of the Public Offering ....................................(specify the Structured Warrants offered) amounting to .........................., we declare truthfully that:
a. amend the Registration Statement and re-disseminate the corrected Prospectus which contains correct, non-misleading information or facts, and does not contain incorrect statements about material facts or does not contain correct statements about material facts necessary so that the Prospectus does not provide a misleading picture; b. suspend the Public Offering of Structured Warrants;
c. cancel the Public Offering of Structured Warrants;
6. we, as members of the Board of Directors and members of the Board of Commissioners, are responsible for all civil and criminal claims that may arise as a result of information or facts that are untrue, misleading, or failing to disclose material information or facts necessary so that the information in the Registration Statement and Prospectus for the Public Offering of Structured Warrants does not provide a misleading picture;
7. we promise to provide the same information or facts to both Indonesian and foreign prospective investors at the same time;
8. we are willing to submit all required and requested information or reports by the Financial Services Authority in accordance with laws and regulations in the Capital Market sector; and
9. we promise to manage the company as best as possible for the benefit of all stakeholders.
……..…….. (place) , ………. (date/month/year)
PUBLIC OFFERING RESULT REPORT
ISSUER'S ACTIVITIES IN THE PUBLIC OFFERING
OF STRUCTURED WARRANTS
PT. .....................................................
Date ..................... to ..................
Effective date :
Allocation date :
Number of Structured Warrants to be issued (listed) at the Stock Exchange :
No.
Issuer or
Sales Agent
Structured Warrants
Order Quantity
Structured Warrant Orders by Investor Group
Rupiah Sheets
Individual
Institutions/
Business Entities
Total
Rupiah Sheets Individual Rupiah Sheets Institution Rupiah Sheets Total A B C D E F G H I J Total Jakarta,
.......................................
ISSUER
Director
ORDERING AND ALLOCATION IN THE PUBLIC OFFERING OF STRUCTURED WARRANTS
PT. .....................................................
Date ........................... to .............
No. Group / Class
Orderer (Investor)
Order Quantity
(in sheets)
Order Quantity
(in Rupiah)
Allocated Quantity of Structured Warrants
% Allocation
Against Orders
Rupiah Sheets Individual Rupiah Sheets Institution Rupiah Sheets Total A B C D E F G H I Individual :
a. Indonesian b. Foreign
c. Company Employees and
Affiliates
Sub Total
II Institutions/Business Entities :
a. Indonesian b. Foreign
Sub Total
Total
Jakarta,
......................................
ISSUER
Director
DECLARATION OF SUPPORTING CAPITAL MARKET PROFESSIONS (Public Accountant/Notary/Legal Consultant/Securities Rating Agency¹) We, the undersigned:
Name of Supporting Capital Market Profession : ........................................................
Name of Director/Partner : ........................................................
Address : ........................................................
Registration Certificate Number (STTD) : ........................................................
acting as a supporting capital market profession (Public Accountant/Notary/Legal Consultant/Securities Rating Agency ¹) in the context of the Public Offering ............................ (specify the Securities offered) amounting to ....................... conducted by PT ........................ (Name of Issuer), declare truthfully that :
This copy is consistent with the original
Legal Director 1
Legal Department signed
Mufli Asmawidjaja
7. We are responsible for the opinions we make in the context of this Public Offering and we have also read the entire Prospectus and Registration Statement documents, especially to check whether the information or facts contained do not contradict our opinions.³)
8. In the event that information or facts are found to be untrue, misleading, or failing to disclose information or facts that should have been disclosed, so that the Prospectus and other Registration Statement documents in the context of the Public Offering ............ (Structured Warrants offered) do not provide a misleading picture, we promise to promptly submit such information or facts to the Financial Services Authority, both before and after the Registration Statement becomes effective.
................. (place), ............... (date, month, year) Supporting Capital Market Profession (Public Accountant/Notary/Legal Consultant/Valuer¹)) Stamp Duty (Clear Name and Signature)
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Amended 1 time · last 2024-11-23
Source: Otoritas Jasa Keuangan (Financial Services Authority) — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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