POJK on Procedures for Suspension of Public Offerings

FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 52 /POJK.04/2016
CONCERNING
PROCEDURES FOR SUSPENSION OF PUBLIC OFFERINGS
BY THE GRACE OF THE ALMIGHTY GOD
THE BOARD OF COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering :
a. that with the enactment of Law Number 21 of 2011 concerning the Financial Services Authority, since December 31, 2012, the functions, duties, and authority for regulating and supervising financial services activities in the Capital Market sector, including regulations regarding the procedure for suspending Public Offerings, have shifted from the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority; b. that in order to provide clarity and certainty regarding regulations on the procedure for suspending Public Offerings, regulations regarding the procedure for suspending Public Offerings issued prior to the establishment of the Financial Services Authority need to be changed into a Financial Services Authority Regulation;
c. that based on considerations as referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation concerning Procedures for Suspension of Public Offerings;
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
COPY

Considering : 1. Law Number 8 of 1995 concerning Capital Markets (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
2. Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);
DECIDING:
Establishing : FINANCIAL SERVICES AUTHABILITY REGULATION CONCERNING PROCEDURES FOR SUSPENSION OF PUBLIC OFFERINGS.

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

1. Public Offering is the activity of offering Securities conducted by an Issuer to sell Securities to the public based on procedures regulated in Law Number 8 of 1995 concerning Capital Markets and its implementing regulations.
2. Registration Statement is a document that must be submitted to the Financial Services Authority by an Issuer in the context of a Public Offering or a Public Company.

CHAPTER II
PROCEDURES FOR SUSPENSION OF PUBLIC OFFERINGS
Article 2
The Financial Services Authority may suspend a Public Offering after providing notice to the Issuer and the Lead Underwriter, if it is concluded that:
a. the Registration Statement, Prospectus, or other documents submitted as part of the Securities registration process, contain information and/or material facts that:

1. are false, misleading, or omit material facts necessary at that time and consistent with the circumstances at the time the statement was made; or
2. have become untrue, misleading, or omit material facts because changes in circumstances and additional information required to correct the situation have not been communicated to the public;
   b. the Issuer or other parties affiliated with the Issuer in the Public Offering have violated Law Number 8 of 1995 concerning Capital Markets and its implementing regulations; or
   c. any party as referred to in letter b has not submitted changes and/or additional information requested by the Financial Services Authority.

Article 3
The decision to suspend a Public Offering is issued by the Head of the Capital Market Supervisory Executive.

Article 4
The Head of the Capital Market Supervisory Executive may revoke the suspension as referred to in Article 3, if the basis for the suspension determination has been resolved.

CHAPTER III
SANCTION PROVISIONS
Article 5
(1) Without prejudice to criminal provisions in the Capital Market sector, the Financial Services Authority has the authority to impose sanctions on any party that violates the provisions of this Financial Services Authority Regulation, including parties causing the violation, in the form of:
a. written warning; b. fine, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. freezing of business activities; e. revocation of business license; f. cancellation of approval; and g. cancellation of registration.
(2) Administrative sanctions as referred to in paragraph (1) letters b, c, d, e, f, or g may be imposed with or without prior imposition of an administrative sanction in the form of a written warning as referred to in paragraph (1) letter a. (3) Administrative sanctions in the form of a fine as referred to in paragraph (1) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (1) letters c, d, e, f, or g.

Article 6
In addition to administrative sanctions as referred to in Article 5 paragraph (1), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 7
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 5 paragraph (1) and specific actions as referred to in Article 6 to the public.

CHAPTER IV
CLOSING PROVISIONS
Article 8
Upon the enactment of this Financial Services Authority Regulation, the Decision of the Head of the Capital Market Supervisory Agency Number: Kep-45/PM.1996 dated January 17, 1996 concerning Procedures for Suspension of Public Offerings, along with Regulation Number IX.A.4 which is its attachment, is revoked and declared invalid.

Article 9
This Financial Services Authority Regulation takes effect upon enactment.

To ensure that everyone knows it, it is ordered to promulgate this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on December 2, 2016
CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY, signed
MULIAMAN D. HADAD

Promulgated in Jakarta on December 7, 2016
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY
STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2016 NUMBER 281 Copy consistent with the original Legal Director 1 Legal Department signed Yuliana

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 52 /POJK.04/2016
CONCERNING
PROCEDURES FOR SUSPENSION OF PUBLIC OFFERINGS

I. GENERAL
That since December 31, 2012, the functions, duties, and authority for regulating and supervising financial services activities in the Capital Market, Insurance, Pension Fund, Financing Institutions, and Other Financial Service Institutions sectors have shifted from the Minister of Finance and the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority.

In light of the above, it is necessary to restructure existing regulations, particularly those related to the Capital Market sector, by converting Capital Market Supervisory Agency regulations related to the Capital Market sector into Financial Services Authority Regulations. This restructuring is conducted so that there are Financial Services Authority regulations related to the Capital Market sector that are consistent with Financial Services Authority regulations in other sectors.

Based on the background and aspects mentioned above, it is necessary to replace the legislation in the Capital Market sector regulating Procedures for Suspension of Public Offerings, namely the Decision of the Head of the Capital Market Supervisory Agency Number: Kep-45/PM/1996 dated January 17, 1996 concerning Procedures for Suspension of Public Offerings, along with Regulation Number IX.A.4 which is its attachment, into a Financial Services Authority Regulation concerning Procedures for Suspension of Public Offerings.

II. ARTICLE BY ARTICLE
Article 1
Sufficiently clear.

Article 2
Sufficiently clear.

Article 3
Sufficiently clear.

Article 4
Sufficiently clear.

Article 5
Sufficiently clear.

Article 6
The term "specific actions" includes, among others:
a. postponement of the issuance of an effective statement, for example, an effective statement for a Registration Statement in the context of a Public Offering; and b. postponement of the issuance of a Financial Services Authority statement that there are no further responses to documents submitted to the Financial Services Authority in the context of capital increases with Preemptive Rights for Open Companies.

Article 7
Sufficiently clear.

Article 8
Sufficiently clear.

Article 9
Sufficiently clear.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 5977