Rule · OJK · 19 Dec 2025
OJK Regulation No. 40 of 2025 requires issuers to submit and announce periodic Realization Reports of the Use of Proceeds (LRPD) every six months until all funds are fully utilized, with specific deadlines and electronic submission requirements. The regulation limits the use of proceeds to four levels of entities, mandates detailed disclosure of fund placement and affiliate relationships, and establishes administrative sanctions for non-compliance. Issuers must obtain shareholder or bondholder approval for material changes to fund usage plans exceeding 10% or 20% thresholds and must account for fund realization in annual general meetings or annual reports.
BY THE GRACE OF GOD THE ALMIGHTY,
THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,
Considering:
a. that in order to improve the quality of information disclosure by issuers, provide protection to investors regarding the use of proceeds from public offerings, enhance the quality of issuer governance in the use of proceeds from public offerings, and to align the information on the purpose of the use of proceeds from public offerings in the prospectus;
b. that Financial Services Authority Regulation No. 30/POJK.04/2015 on the Report on the Realization of the Use of Proceeds from Public Offerings is no longer in line with needs and technological developments in the submission of reports on the realization of the use of proceeds from public offerings, so it needs to be replaced;
c. that based on the considerations as referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation on the Use of Proceeds from Public Offerings;
Recalling:
DECIDING:
To establish: FINANCIAL SERVICES AUTHORITY REGULATION ON THE USE OF PROCEEDS FROM PUBLIC OFFERINGS.
In this Financial Services Authority Regulation, the following terms are defined as:
Securities are securities or investment contracts, whether in conventional and digital form or other forms in accordance with technological developments, which give rights to their owners to directly or indirectly obtain economic benefits from the issuer or from certain parties based on agreements and any derivatives over Securities, which can be transferred and/or traded on the capital market.
Issuer is the party conducting a public offering.
Public Offering is the activity of offering Securities conducted by the Issuer to sell Securities to the public in accordance with the procedures regulated in Law Number 8 of 1995 on the Capital Market as amended by Law Number 4 of 2023 on the Development and Strengthening of the Financial Sector and its implementing regulations.
Sukuk are Shariah securities in the form of certificates or proof of ownership that have equal value and represent an indivisible or undivided share (syuyu’/undivided share) over the underlying assets.
Realization Report of the Use of Proceeds, hereinafter abbreviated as LRPD, is the report on the realization of the use of proceeds from the Public Offering submitted by the Issuer whose registration statement has become effective.
Public Company is an Issuer conducting a Public Offering of equity Securities or a public company.
General Meeting of Shareholders, hereinafter abbreviated as GMS, is the organ of the Public Company that has authority not delegated to the Board of Directors and Board of Commissioners as referred to in the Law concerning limited liability companies and/or the Articles of Association of the Public Company.
Board of Directors is the company organ authorized and fully responsible for managing the company for the interests of the company, in accordance with the purpose and objectives of the company and representing the company, both inside and outside of court, in accordance with the company's Articles of Association.
Board of Commissioners is the company organ tasked with conducting general and/or specific supervision in accordance with the Articles of Association and providing advice to the Company's Board of Directors.
Party is an individual, legal entity, company, joint venture, association, or organized group.
Prospectus is a written document containing information about the Issuer and other information related to the Public Offering with the aim for other Parties to purchase Securities.
(1) Issuers that have conducted a Public Offering are required to:
a. submit the LRPD to the Financial Services Authority; and b. announce the LRPD to the public, starting from the period of obtaining funds from the Public Offering until all proceeds from the Public Offering are realized.
(2) The provisions as referred to in paragraph (1) also apply to proceeds from the conversion of Securities that give rights to purchase shares at a certain time attached to the Public Offering of shares or debt Securities that can or must be converted into shares.
(1) The LRPD as referred to in Article 2 must be made periodically every 6 (six) months with report dates of June 30 and December 31.
(2) The LRPD for the first time must be made on the nearest report date as referred to in paragraph (1) after:
a. the date of delivery of Securities for the Public Offering of shares, debt Securities and/or Sukuk; b. the date of allotment for the Public Offering in the context of capital increase by granting preemptive rights to purchase Securities; or
c. the date of execution of Securities that give rights to purchase shares attached to the Public Offering of shares, or debt Securities that can or must be converted into shares.
(1) In the event that the use of proceeds from the Public Offering has not been fully realized and the Issuer will conduct a subsequent Public Offering, the Issuer must provide an explanation regarding the reasons for conducting the Public Offering along with supporting documents.
(2) The explanation and supporting documents as referred to in paragraph (1) are part of the completeness documents for the registration statement in the context of the Public Offering.
(3) In the event that the Issuer will conduct a Public Offering with a plan for the use of proceeds that is the same as the plan for the use of proceeds from the previous Public Offering where funds remain, the Issuer is required to realize the remaining proceeds from the previous Public Offering no later than 12 (twelve) months calculated from the effective date of the registration statement in the context of the Public Offering.
(1) The submission and announcement of the LRPD as referred to in Article 2 must be done no later than on the 15th (fifteenth) day of the following month after the report date as referred to in Article 3.
(2) In the event that the Issuer has used all proceeds from the Public Offering before the report date as referred to in Article 3, the Issuer may submit and announce the final LRPD earlier than the submission deadline as referred to in paragraph (1).
(3) In the event that the 15th (fifteenth) day as referred to in paragraph (1) falls on a holiday, the LRPD must be submitted and announced no later than on the 1 (one) next working day.
(4) If the Issuer submits and announces the LRPD past the deadline as referred to in paragraph (3), the calculation of the number of days of delay in the submission and announcement of the LRPD is calculated from the first day after the final deadline for submission and announcement of the LRPD as referred to in paragraph (3).
(5) The submission of the LRPD must be done electronically through the electronic reporting system implemented in accordance with the Financial Services Authority Regulation regarding the submission of reports through the electronic reporting system of Issuers or public companies.
(1) The LRPD must contain at least information regarding:
a. the type of Public Offering; b. the total amount of funds obtained;
c. the total amount of costs incurred in the context of conducting the Public Offering;
d. the plan for the use of funds, in accordance with the level of use of funds based on the Prospectus disclosed in nominal value form accompanied by a percentage against all proceeds from the Public Offering after deducting costs; e. funds that have been realized and their allocation in accordance with the level of realization of the use of funds disclosed in nominal value form accompanied by a percentage against all proceeds from the Public Offering after deducting costs; f. funds that remain in nominal value form accompanied by a percentage against all proceeds from the Public Offering after deducting costs, along with the reasons why the funds have not been realized; g. the placement of unrealized funds containing at least information:
(2) In the event of a change in the plan for the use of funds, the information as referred to in paragraph (1) letter d must contain information on the change in the plan for the use of funds that has:
a. been approved by the GMS, for Issuers conducting a Public Offering of equity Securities; b. been approved by the general meeting of bondholders or the general meeting of Sukuk holders, for Issuers conducting a Public Offering of debt Securities and/or Sukuk; or
c. been included in information disclosure.
(3) In the event that the time for the realization of the use of funds exceeds the target time for completion of the use of funds as referred to in paragraph (1) letter h disclosed in the Prospectus and/or previous LRPD, the Issuer must add reasons why the target time for realization exceeds the target time disclosed in the Prospectus and/or previous LRPD.
(4) The form and content of the LRPD are arranged in accordance with the format of the Realization Report of the Use of Proceeds from Public Offerings as contained in the Appendix which is an integral part of this Financial Services Authority Regulation.
The LRPD must be signed by at least 1 (one) person from the Board of Directors.
(1) Any Party that violates the provisions as referred to in Article 2 paragraph (1), Article 3 paragraph (1), paragraph (2), Article 4 paragraph (3), Article 5 paragraph (1), paragraph (3), paragraph (5), and/or Article 7 is subject to administrative sanctions.
(2) Sanctions as referred to in paragraph (1) are also imposed on Parties that cause the violation as referred to in paragraph (1).
(3) Administrative sanctions as referred to in paragraph (1) and paragraph (2) consist of:
a. written warning; b. fines, 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; g. cancellation of registration; h. revocation of the effectiveness of the registration statement; and/or
i. revocation of the license of an individual.
(4) Administrative sanctions as referred to in paragraph (3) letters b, c, d, e, f, g, h, or i may be imposed with or without being preceded by the imposition of administrative sanctions in the form of a written warning as referred to in paragraph (3) letter a.
(5) Administrative sanctions in the form of fines as referred to in paragraph (3) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (3) letters c, d, e, f, g, h, or i.
Plan for the Use of Proceeds from Public Offerings
(1) The use of proceeds from the Public Offering can only be done up to 4 (four) levels of use of funds.
(2) The levels of use of funds as referred to in paragraph (1) include:
a. level 1 is the use of funds by the Issuer itself; b. level 2 is the use of funds by subsidiaries or other entities that receive Public Offering funds from the Issuer;
c. level 3 is the use of funds by indirect subsidiaries or other entities that receive Public Offering funds from the entities referred to in level 2; and
d. level 4 is the use of funds by indirect subsidiaries or other entities that receive Public Offering funds from the entities referred to in level 3.
The plan for the use of proceeds from the Public Offering contained in the Prospectus, along with changes to the use of proceeds from the Public Offering, cannot be used specifically for advance payments at all levels of use of funds.
In the event that proceeds from the Public Offering are used to provide loans to other parties, the Issuer is required to clearly disclose in the Prospectus the use of funds by the Issuer after the loan funds are returned.
(1) Issuers conducting a Public Offering are required to disclose the target time for the realization of the use of proceeds from the Public Offering in the Prospectus.
(2) In the event of a change in the target time for the use of funds, the Issuer is required to disclose this change through information disclosure submitted to the public and to the Financial Services Authority no later than 2 (two) working days after the decision on the change is made.
Accountability for the Realization of the Use of Proceeds from Public Offerings
(1) Public Companies are required to account for the realization of the use of proceeds from the Public Offering in every annual GMS until all proceeds from the Public Offering have been realized.
(2) Issuers conducting a Public Offering of debt Securities or Sukuk are required to account for the realization of the use of proceeds from the Public Offering in the annual report until all proceeds from the Public Offering are realized.
(3) Accountability for the realization of the use of proceeds from the Public Offering as referred to in paragraph (1) must be made one of the agenda items in the annual GMS.
(4) Accountability for the realization of the use of proceeds from the Public Offering as referred to in paragraph (1) and paragraph (2) must disclose at least:
a. the total amount of funds obtained; b. the total amount of costs incurred in the context of conducting the Public Offering;
c. the plan for the use of funds based on the Prospectus;
d. changes in the use of funds and the reasons, if there are changes in the use of funds; e. funds that have been realized and their allocation; f. funds that remain and reasons for not being realized in nominal value form accompanied by a percentage against all proceeds from the Public Offering after deducting costs; g. information on the escrow account for proceeds from the Public Offering and the final balance; h. information on the placement of unrealized funds including:
(5) In the event that the time for the realization of the use of funds exceeds the target time for completion of the use of funds as referred to in paragraph (4) letter j disclosed in the Prospectus and/or previous LRPD, the Issuer must add reasons why the target time for realization exceeds the target time disclosed in the Prospectus and/or previous LRPD.
In the event that a Public Company conducts a Public Offering of shares or debt Securities that can or must be converted into shares, along with Securities that give rights to purchase shares at a certain time attached to the aforementioned shares or debt Securities, the Public Company is required to account for the realization of the use of proceeds from the issuance of shares from the execution of Securities that give rights to purchase such shares in the annual GMS until those funds have been fully realized.
(1) Public Companies are required to account for the realization of the use of proceeds from the Public Offering of Equity for the first time in the nearest annual GMS to be held even if the realization of the use of funds does not yet cover 1 (one) year after:
a. the date of delivery of Securities for the Public Offering of equity Securities, debt Securities and/or Sukuk; b. the date of allotment for the Public Offering in the context of capital increase by granting preemptive rights to purchase Securities; or
c. the date of execution of Securities that give rights to purchase shares attached to the Public Offering of shares, or debt Securities that can or must be converted into shares.
(2) Issuers issuing debt Securities and/or Sukuk are required to account for the realization of the use of proceeds from the Public Offering of debt Securities and/or Sukuk for the first time in the annual report of the current year to be issued even if the realization of the use of funds does not yet cover 1 (one) year after the date of delivery of debt Securities and/or Sukuk.
(3) In the event that all proceeds from the Public Offering of equity Securities have been fully realized, the final accountability for the realization of the use of funds must be submitted in the nearest annual GMS to be held.
(4) In the event that all proceeds from the Public Offering of debt Securities or Sukuk have been fully realized, the final accountability for the realization of the use of funds must be submitted in the Annual Report of the current year to be issued.
Changes to the Use of Proceeds from Public Offerings
(1) Issuers that will make changes to the use of proceeds from the Public Offering are required to:
a. obtain approval from the GMS, the general meeting of bondholders and/or the general meeting of Sukuk holders, and conduct information disclosure to the public, and submit supporting documents to the Financial Services Authority in the event of:
1. a change in one element of the use of funds of at least 20% (twenty percent) or more of the total Public Offering;
2. a change in location that causes a change in the use of funds that does not have a positive impact based on a feasibility study made by an appraiser;
3. a change in the use of funds that is different from the plan for the use of funds in the Prospectus or the results of the GMS, general meeting of bondholders, and/or general meeting of Sukuk holders with a value above 10% (ten percent) of the total Public Offering; or
b. conduct information disclosure to the public and submit supporting documents to the Financial Services Authority in the event of the following conditions:
1. a change in one element of the use of funds of less than 20% (twenty percent) of the total Public Offering;
2. a change in location causes a change in the use of funds to have a positive impact based on a feasibility study made by an appraiser;
3. a change in the use of funds that is different from the plan for the use of funds in the Prospectus or the results of the decision of the GMS, general meeting of bondholders, and/or general meeting of Sukuk holders with a value of at most 10% (ten percent) of the total Public Offering;
(2) The holding of the GMS as referred to in paragraph (1) letter a must be conducted in accordance with the Financial Services Authority Regulation regarding the plan and holding of the general meeting of shareholders of Public Companies and the Articles of Association of Public Companies.
(3) The holding of the general meeting of bondholders and/or the general meeting of Sukuk holders as referred to in paragraph (1) letter a must be conducted in accordance with the Financial Services Authority Regulation regarding the implementation of the general meeting of shareholders, general meeting of bondholders and/or general meeting of Sukuk holders electronically and the Financial Services Authority Regulation regarding debt Securities and/or Sukuk trusteeship contracts.
(1) Information disclosure in the context of conducting the GMS, general meeting of bondholders and/or general meeting of Sukuk holders to the public and the submission of supporting documents to the Financial Services Authority as referred to in Article 16 paragraph (1) letter a must be done:
a. simultaneously with the announcement of the GMS; or b. no later than 14 (fourteen) days before the date of the general meeting of bondholders and/or general meeting of Sukuk holders.
(2) Information disclosure to the public and the submission of supporting documents to the Financial Services Authority as referred to in Article 16 paragraph (1) letter b must be done no later than 2 (two) working days after the date of the Board of Directors' decision regarding the change in the use of proceeds from the Public Offering.
(3) In the event of changes or additions to information as referred to in paragraph (1), such information changes must be announced no later than 2 (two) working days before the implementation of the GMS, general meeting of bondholders and/or general meeting of Sukuk holders.
Information disclosure as referred to in Article 17 must contain at least information:
a. the reasons for the change in the use of funds accompanied by supporting documents; b. the overall plan for the use of funds, both those that remain unchanged and those that change; and
c. the change plan must contain at least information:
In the event that the use of proceeds from the Public Offering constitutes a material transaction and/or affiliate transaction, after the effectiveness of the Registration Statement, Public Companies are not required to comply with the provisions of the Financial Services Authority Regulation regarding material transactions and/or affiliate transactions as long as such transactions have been disclosed in the Prospectus in the context of the Public Offering and have met the procedures in accordance with the Financial Services Authority Regulation regarding material transactions and/or affiliate transactions.
Escrow and Placement of Proceeds from Public Offerings Not Yet Realized
Issuers are required to place proceeds from the Public Offering in the escrow account for proceeds from the Public Offering.
(1) The escrow account for proceeds from the Public Offering as referred to in Article 20 must:
a. be placed in a special account in the name of the Issuer at a commercial bank or Shariah commercial bank supervised by the Financial Services Authority; and b. be separated from the Issuer's operational accounts.
(2) Issuers are required to attach the statement of account for the special account as referred to in paragraph (1) letter a together with the submission of the LRPD to the Financial Services Authority.
(3) Issuers conducting business based on Shariah principles or Issuers conducting the issuance of Sukuk, the escrow account for funds must be a special account at a Shariah commercial bank or a Shariah account at a commercial bank.
Article 22
(1) In the event that the proceeds from the Public Offering as referred to in Article 21 paragraph (1) letter a have not been realized, the Issuer may only place the funds in the name of the Issuer in safe, liquid financial instruments that do not experience price fluctuations. (2) Interest and/or yields from financial instruments and their liquidation must be placed in a special account for pooling proceeds from the Public Offering.
Article 23
Proceeds from the Public Offering that have not been realized as referred to in Article 22 paragraph (1) are prohibited from being used as collateral for debt and/or as a source of funds for the implementation of share repurchases.
Part Five
Administrative Sanctions
Article 24
(1) Any Party that violates the provisions as referred to in Article 11, Article 12, Article 13 paragraph (1), paragraph (2), paragraph (3), paragraph (4), Article 14, Article 15, Article 16, Article 17, Article 20, Article 21, and/or Article 23 shall be subject to administrative sanctions. (2) Sanctions as referred to in paragraph (1) shall also be imposed on Parties that cause the occurrence of violations as referred to in paragraph (1). (3) Administrative sanctions as referred to in paragraph (1) and paragraph (2) consist of:
a. written warning; b. fines, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. suspension of business activities; e. revocation of business licenses; f. cancellation of approval; g. cancellation of registration; h. revocation of the effectiveness of the registration statement; and/or
i. revocation of individual licenses.
(4) Administrative sanctions as referred to in paragraph (3) letter b, letter c, letter d, letter e, letter f, letter g, letter h, or letter i may be imposed with or without prior imposition of administrative sanctions in the form of a written warning as referred to in paragraph (3) letter a. (5) Administrative sanctions in the form of fines as referred to in paragraph (3) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (4) letter c, letter d, letter e, letter f, letter g, letter h, or letter i.
CHAPTER IV
MEDIA OF ANNOUNCEMENT AND LANGUAGE OF ANNOUNCEMENT LRPD
Article 25
(1) The obligation to announce and provide information transparency as referred to in Article 2, Article 12 paragraph (2), Article 16, and Article 17 must be carried out at least through:
a. the Issuer's website; and b. the stock exchange website, if the Issuer lists its Securities on the stock exchange.
(2) Announcements of information transparency as referred to in paragraph (1) must be made in Indonesian and a foreign language, with the provision that the foreign language used is at least English.
CHAPTER V
OTHER PROVISIONS
Article 26
In addition to administrative sanctions regulated in this Financial Services Authority Regulation, the Financial Services Authority may take specific actions against any Party that violates the provisions of this Financial Services Authority Regulation.
Article 27
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 8 and Article 24 and specific actions as referred to in Article 26 on the Financial Services Authority website.
Article 28
The principle of consumer protection as regulated in Financial Services Authority Regulations regarding consumer and community protection in the financial services sector also applies in the implementation of this Financial Services Authority Regulation.
Article 29
The Financial Services Authority may provide approval or policies that differ from this Financial Services Authority Regulation based on certain considerations.
CHAPTER VI
TRANSITIONAL PROVISIONS
Article 30
Issuers that have obtained a statement from the Financial Services Authority to conduct initial offerings before this Financial Services Authority Regulation takes effect are not required to meet the disclosure requirements for the use of proceeds from the Public Offering in the Prospectus as referred to in Article 9 to Article 12.
CHAPTER VII
CLOSING PROVISIONS
Article 31
Upon the taking effect of this Financial Services Authority Regulation, Financial Services Authority Regulation Number 30/POJK.04/2015 concerning the Report on the Realization of the Use of Proceeds from Public Offerings (State Gazette of the Republic of Indonesia Year 2018 Number 305, Supplement to the State Gazette of the Republic of Indonesia Number 5779) is repealed and declared invalid.
Article 32
This Financial Services Authority Regulation takes effect after 6 (six) months from the date of its promulgation.
In order for everyone to know it, it is ordered to promulgate this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.
Determined in Jakarta on 19 December 2025
THE CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA,
MAHENDRA SIREGAR
Promulgated in Jakarta on the date
THE MINISTER OF LAW OF THE REPUBLIC OF INDONESIA,
SUPRATMAN ANDI AGTAS
STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2025 NUMBER
EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
OF THE REPUBLIC OF INDONESIA
NUMBER 40 OF 2025
CONCERNING
THE USE OF PROCEEDS FROM PUBLIC OFFERINGS
I. GENERAL
Based on Law Number 8 of 1995 concerning the Capital Market as amended by Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector, a Public Offering is an activity of offering Securities conducted by an Issuer to sell Securities to the public based on procedures regulated in the Law and its implementing regulations. A Public Offering is one of the activities conducted by an Issuer to obtain funds from investor society.
Funds from investor society obtained from a Public Offering can be used by the Issuer to meet various corporate needs such as expansion, refinancing, and investment. The funds obtained from the Public Offering are expected to support the Issuer's business activities, which ultimately can increase and develop the Issuer's business so that its profits can be enjoyed by investor society.
To ensure that every fund obtained by the Issuer from a Public Offering is realized in accordance with the plan for the use of funds stated in the Prospectus, through Financial Services Authority Regulation Number 30/POJK.04/2015 concerning the Report on the Realization of the Use of Proceeds from Public Offerings, regulations are provided regarding the Issuer's obligation to submit the Report on the Realization of the Use of Proceeds from Public Offerings, or referred to as LRPD.
LRPD is prepared as a form of information transparency by the Issuer to the public regarding the use of proceeds from Public Offerings. In practice, there are problems in the realization of the use of proceeds from Public Offerings, including inconsistencies between the LRPD and the purpose of fund use in the Prospectus, some Issuers not having realized the proceeds from Public Offerings for more than 3 (three) years, and a lack of flexibility in changing the use of proceeds from Public Offerings.
In order to improve the quality of information transparency by Issuers, provide protection to investors regarding the use of proceeds from public offerings, improve the quality of Issuer governance in the use of proceeds from public offerings, align information on the purpose of use of proceeds from public offerings in the Prospectus, and adjust to technological developments in the submission of reports on the realization of the use of proceeds from public offerings, it is necessary to replace Financial Services Authority Regulation Number 30/POJK.04/2015 concerning the Report on the Realization of the Use of Proceeds from Public Offerings by establishing this Financial Services Authority Regulation.
Generally, this Financial Services Authority Regulation contains main materials including regulations regarding the report on the realization of the use of proceeds from public offerings, the use of proceeds from public offerings, and the media of announcement and language of announcement for LRPD.
II. ARTICLE BY ARTICLE
Article 1
It is clear enough.
Article 2
Paragraph (1)
What is meant by "all proceeds from the Public Offering are realized" is that the Issuer has obtained goods, services, benefits, other assets, or proof of payment for debts related to the use of proceeds from the Public Offering. Example: An Issuer plans to use funds for the purchase of machinery. Proceeds from the Public Offering are realized if the machinery has been received by the Issuer.
Paragraph (2)
The right to purchase shares at a certain time attached to shares generally consists of warrants.
Article 3
Paragraph (1)
It is clear enough.
Paragraph (2)
What is meant by "LRPD for the first time" is the LRPD submitted to the Financial Services Authority and/or the trustee for the first time after the Public Offering.
What is meant by "date of delivery of Securities" is the date of delivery of Securities as referred to in legislation in the Capital Market sector that regulates regarding registration procedures for the purpose of a Public Offering. What is meant by "date of allotment" is the date of allotment as referred to in Financial Services Authority Regulations regarding capital increases of open companies with pre-emptive rights. Debt-type Securities also include convertible bonds.
Article 4
Paragraph (1)
Supporting documents submitted to the Financial Services Authority include:
a. the amount of remaining funds that have not been realized; b. reasons and obstacles for the use of remaining funds that have not been realized;
c. timeline for the plan to realize the use of remaining funds;
d. consistency of the realization of fund use with the timeline as stated in the prospectus; e. whether there is a plan to change the use of funds in the near future; and/or f. commitment to complete the realization of the use of remaining funds.
Paragraph (2)
It is clear enough.
Paragraph (3)
What is meant by "same fund use plan" is a plan for the use of proceeds from the Public Offering that is the same as the plan for the use of funds stated in the previous Public Offering Prospectus. Example:
PT A conducts a Public Offering in year 20X1 with a plan to use funds for the construction of a fish processing plant. In January of year 20X3, PT A submits and announces an LRPD stating that there is still remaining funds for the construction of a fish processing plant amounting to 15% (fifteen percent) of the proceeds from the Public Offering in year 20X1. On March 14, 20X3, PT A obtains an effective statement for the Public Offering with a plan to use funds for the construction of a fish processing plant. Therefore, PT A is required to have realized 15% (fifteen percent) of the remaining proceeds from the Public Offering in year 20X1 by March 13, 20X4.
Article 5
Paragraph (1)
It is clear enough.
Paragraph (2)
Example of submitting the final LRPD earlier:
The proceeds from the Public Offering of PT A have been fully realized on August 25, 20X1.
PT A can submit the final LRPD on August 26, 20X1 until the deadline on January 15, 20X2.
Paragraph (3)
It is clear enough.
Paragraph (4)
Example:
If the deadline for submitting and announcing the LRPD falls on a Saturday, the Issuer is obligated to submit and announce the LRPD no later than 1 (one) working day later, which is Monday. For an Issuer that submits and announces the LRPD on a Wednesday, the calculation of the delay in submitting and announcing the LRPD is calculated starting from Tuesday. Thus, the Issuer experiences a delay in submitting and announcing the LRPD for 2 (two) days.
Paragraph (5)
It is clear enough.
Article 6
It is clear enough.
Article 7
It is clear enough.
Article 8
It is clear enough.
Article 9
Paragraph (1)
It is clear enough.
Paragraph (2)
PT A Tbk conducts a Public Offering amounting to Rp200,000,000,000.00 (two hundred billion rupiah) and uses the proceeds from the Public Offering with the following allocation:
a. Fund use at level 1: funds amounting to Rp100,000,000,000.00 (one hundred billion rupiah) are used by PT A Tbk as the Issuer for the purchase of land. b. Fund use at level 2: funds amounting to Rp30,000,000,000.00 (thirty billion rupiah) are used by PT A Tbk for providing loans to PT B (controlled by PT A Tbk) which are subsequently used by PT B for the purchase of raw materials.
c. Fund use at level 3: funds amounting to Rp20,000,000,000.00 (twenty billion rupiah) are used by PT A Tbk for providing loans to PT C (controlled by PT A Tbk) which are subsequently used by PT C for capital contributions to PT D (controlled by PT C) which are subsequently used by PT D for the construction of a plant.
d. Fund use at level 4: funds amounting to Rp50,000,000,000.00 (fifty billion rupiah) are used by PT A Tbk for capital contributions to PT E (controlled by PT A Tbk) which are subsequently used by PT E for capital contributions to PT F (controlled by PT E) which are subsequently used by PT F for capital contributions to PT G (controlled by PT F) and subsequently by PT G for the purchase of machinery.
Article 10
This provision applies to one (1) or more of one (1) element of the use of proceeds from the Public Offering.
Article 11
What is meant by "providing loans" is the disbursement of proceeds from the Public Offering to other parties in the form of direct loans.
Providing credit by an Issuer that is a financial services institution is not included as providing loans as referred to in this provision.
What is meant by "clearly disclosed in the Prospectus" is a disclosure containing information among others regarding who the recipient of the loan is, the use of funds by the recipient of the loan, and the use of funds by the Issuer after the loan funds are returned.
Article 12
Paragraph (1)
It is clear enough.
Paragraph (2)
What is meant by "change of target time" is a change in target time exceeding the target time stated in the Prospectus or the LRPD previously submitted.
Article 13
Paragraph (1)
What is meant by "accountability for the realization of fund use" includes if the Open Company issues debt-type Securities and/or Sukuk.
Paragraph (2)
What is meant by "Issuer conducting a Public Offering of debt-type Securities or Sukuk" is an Issuer that only issues debt-type Securities and/or Sukuk.
Paragraph (3)
It is clear enough.
Paragraph (4)
It is clear enough.
Paragraph (5)
It is clear enough.
Article 14
See the explanation of Article 2 paragraph (2).
Article 15
Paragraph (1)
What is meant by "date of delivery of Securities" is the date of delivery of Securities as referred to in legislation in the Capital Market sector that regulates regarding registration procedures for the purpose of a Public Offering. What is meant by "date of allotment" is the date of allotment as referred to in Financial Services Authority Regulations regarding capital increases of Open Companies with pre-emptive rights.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
It is clear enough.
Article 16
Paragraph (1)
Letter a
Number 1
What is meant by "change in elements of fund use" is a change in details or value allocation for a purpose of fund use without changing the main purpose.
Example:
In the Public Offering of PT A amounting to Rp100,000,000,000.00 (one hundred billion rupiah), funds amounting to Rp50,000,000,000.00 (fifty billion rupiah) are for purchasing machinery and Rp50,000,000,000.00 (fifty billion rupiah) are for working capital. A change is made with the purchase of machinery becoming Rp80,000,000,000.00 (eighty billion rupiah) and working capital becoming Rp20,000,000,000.00 (twenty billion rupiah). The funds are still used for working capital in the form of payment for goods and services, but there is a change in the percentage of value between several types of goods/services paid.
Number 2
What is meant by "positive impact" is an impact that has the potential to cause losses due to the change.
What is meant by "appraiser" is an individual who, with their expertise, conducts appraisal activities in the capital market and is registered with the Financial Services Authority.
Number 3
Example:
In the Public Offering by PT B amounting to Rp120,000,000,000.00 (one hundred twenty billion rupiah). The plan for the use of funds is Rp60,000,000,000.00 (sixty billion rupiah) for purchasing machinery and Rp60,000,000,000.00 (sixty billion rupiah) for working capital. PT B makes a change in the use of funds different from the following allocation:
a. purchase of machinery changes to Rp50,000,000,000.00 (fifty billion rupiah); b. working capital changes to Rp50,000,000,000.00 (fifty billion rupiah); and
c. there is an additional purchase of land amounting to Rp20,000,000,000.00 (twenty billion rupiah).
Letter b
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Article 17
It is clear enough.
Article 18
It is clear enough.
Article 19
It is clear enough.
Article 20
What is meant by "proceeds from the Public Offering" includes the results of the exercise of the right to purchase shares within a certain period attached to shares or debt-type Securities and/or Sukuk.
Article 21
It is clear enough.
Article 22
Paragraph (1)
Financial instruments that are safe, liquid, and do not experience price fluctuations include:
a. current accounts; b. savings; and/or
c. time deposits.
Paragraph (2)
It is clear enough.
Article 23
It is clear enough.
Article 24
It is clear enough.
Article 25
It is clear enough.
Article 26
Specific actions include:
a. Postponement of the issuance of effective statements, for example, effective statements for business mergers, business consolidations; and b. Postponement of the issuance of Financial Services Authority statements that there are no further responses to documents submitted to the Financial Services Authority in the context of capital increases with pre-emptive rights for Open Companies.
Article 27
It is clear enough.
Article 28
The application of this article is carried out against Relevant Parties as referred to in Financial Services Authority Regulations regarding consumer and community protection in the financial services sector.
Article 29
The provision of approval or policies that differ is intended among others to:
a. support national policies; b. maintain public interests;
c. maintain industry growth; and/or
d. maintain healthy business competition.
Conditions requiring certain considerations are extraordinary events/KEB that can cause a large increase in illness and death, which also impacts the economy and society, thus requiring attention and handling by all relevant parties and regulated in other provisions regarding considerations in facing possible KEB.
Article 30
It is clear enough.
Article 31
It is clear enough.
Article 32
It is clear enough.
SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER
APPENDIX
FINANCIAL SERVICES AUTHORITY REGULATION
OF THE REPUBLIC OF INDONESIA
NUMBER 40 OF 2025
CONCERNING
THE USE OF PROCEEDS FROM PUBLIC OFFERINGS
Report on the Realization of the Use of Proceeds from Public Offerings PT… For …*) ……………, ……………. signature (Director)
No. Type of Public Offering (1)
Effective Date (2)
Value of Realization of Proceeds from Public Offering Plan for Use of Funds Realization of Use of Funds Remaining Proceeds from Public Offering Target Time for Use of Funds (14) Total Proceeds from Public Offering (3) Offering Costs (4) Net Proceeds (5) Total (6) Percentage against Public Offering Proceeds (7) Total (8) Percentage against Public Offering Proceeds (9) Position in Financial Statements (10) Total (11) Percentage against Public Offering Proceeds (12) Notes (13)
Notes:
(1) Filled with the type of Public Offering, such as Initial Public Offering of Shares, Public Offering of debt-type and/or Sukuk, Public Offering with Pre-emptive Rights or Capital Increase without Pre-emptive Rights through Public Offering (2) Filled with the effective date of the public offering (3) Filled with the total proceeds from the public offering (in currency units) (4) Filled with the total costs incurred in the implementation of the public offering (in currency units) (5) Filled with the net proceeds obtained from the public offering calculated by the total proceeds from the public offering minus the offering costs (in currency units) (6) Filled with the total funds (in currency units) to be used, in accordance with the plan stated in the Prospectus or changes to the plan for the use of funds that have met the procedures. (7) Filled with the percentage of funds to be used, in accordance with the plan stated in the Prospectus from all proceeds from the public offering after deducting costs (8) Filled with the total funds (in currency units) that have been realized for use (9) Filled with the percentage of funds that have been realized for use from all proceeds from the public offering after deducting costs (10) Filled with the name of the account where the realization of the use of funds is recorded in the financial statements (11) Filled with the total funds (in currency units) that remain (12) Filled with the percentage of remaining proceeds from the public offering from all proceeds from the public offering after deducting costs (13) Filled with notes, including reasons for remaining funds and reasons why the plan for the use of funds has not been realized (14) Filled with the target time for completion of the use of funds. *) Filled with the reporting period for the Report on the Realization of the Use of Proceeds from Public Offerings
Detail Report on the Realization of the Use of Proceeds a. Details of Offering Costs Notes:
(1) Filled with the type of Public Offering, such as Initial Public Offering of Shares, Public Offering of debt-type and/or Sukuk, Public Offering with Pre-emptive Rights or Capital Increase without Pre-emptive Rights through Public Offering (2) Filled with the effective date of the public offering (3) Filled with the total proceeds from the public offering (in currency units) (4) Filled with the description/details of the type of offering costs (5) Filled with the amount of costs incurred in the public offering in accordance with the description of costs (in currency units) (6) Filled with the percentage of the type of cost description from all costs incurred in the public offering
Type of Public Offering (1)
Effective Date (2)
Total Proceeds from Public Offering (3)
Offering Costs
Description of Costs (4)
Amount (5)
Percentage (6)
b. Details of Plan and Realization of Use of Proceeds from Public Offering
Type of Public Offering (1)
Effective Date (2)
Total Proceeds from Public Offering (3)
Plan for Use of Funds (4)
Percentage of plan for use of funds against the value of Proceeds from Public Offering (5) Realization of Use of Funds (6) Percentage of realization against the value of Proceeds from Public Offering (7) Deviation (8) Notes (9) Level 1 Level 2 Level 3 Level 4 Level 1 Level 2 Level 3 Level 4 Description Value Description Value Description Value Description Value Description Value Description Value Description Value Description Value
Notes:
(1) Filled with the type of Public Offering, such as Initial Public Offering of Shares, Public Offering of debt-type and/or Sukuk, Public Offering with Pre-emptive Rights or Capital Increase without Pre-emptive Rights through Public Offering (2) Filled with the effective date of the public offering (3) Filled with the total proceeds from the public offering (in currency units) (4) Filled with the description and value (in currency units) of the plan for the use of funds in accordance with the Prospectus and/or approval of the General Meeting of Shareholders, General Meeting of Bondholders and/or General Meeting for the Use of Sukuk and/or information transparency in the event of a change in the use of funds. (5) Filled with the percentage of the plan for the use of funds from all proceeds from the public offering after deducting costs (6) Filled with the description and value (in currency units) of the realization of the use of funds that have been used by the Issuer
(7) Filled with the percentage of funds that have been used, from all proceeds from the public offering after deducting costs.
(8) Filled with the percentage difference between the amount of realized funds and the planned use of funds.
(9) Filled with:
a. Information related to the realization of fund usage, including important criteria such as parties transacting with the Issuer or Public Company, permits and/or approvals required for the realization of fund usage, and other matters presented in the Prospectus; b. Changes that have occurred; and
c. Changes in the use of proceeds from the public offering that have been approved by the General Meeting of Shareholders (RUPS) or through information disclosure procedures.
c. Details of Placement of Remaining Funds
| Jenis Penawaran Umum (1) | Tanggal Efektif (2) | Sisa Dana (3) | Penempatan (4) | Jangka Waktu Penempatan (5) | Tingkat Suku Bunga atau Imbal Hasil (6) | Hubungan dengan Perusahaan (7) |
|---|
Keterangan :
(1) Filled with the type of public offering, such as Initial Public Offering of Shares, Public Offering of Debt and/or Sukuk, Public Offering with the Provision of HMETD, or Capital Increase without Providing HMETD through Public Offering. (2) Filled with the effective date of the public offering. (3) Filled with the amount of proceeds from the public offering (in currency units). (4) Filled with a description of the placement of remaining funds, for example: deposit at Bank A, savings at Bank B. (5) Filled with the duration of fund placement (for example: deposit with a duration of 3 (three) months). (6) Filled with the rate of return. (7) Filled with the relationship between the place of fund placement and the Issuer or Public Company.
CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA,
MAHENDRA SIREGAR signed.
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“Financial Services Authority Regulation Number 30/POJK.04/2015 concerning the Report on the Realization of the Use of Proceeds from Public Offerings (State Gazette of the Republic of Indonesia Year 2018 Number 305, Supplement to the State …”
“Law No. 8 of 1995 as amended by Law No. 4 of 2023”
“Law No. 21 of 2011 as amended by Law No. 4 of 2023”
“Law No. 8 of 1995 as amended by Law No. 4 of 2023”
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