Public Offering of Debt-Characterized Securities and/or Sukuk in Non-Rupiah Currency Denomination

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
OF THE REPUBLIC OF INDONESIA
NUMBER 7/POJK.04/2020
CONCERNING
PUBLIC OFFERING OF DEBT-CHARACTERIZED SECURITIES AND/OR SUKUK IN NON-RUPIAH CURRENCY DENOMINATION BY THE GRACE OF THE ALMIGHTY GOD THE BOARD OF COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering:
a. that with the shift of functions, duties, and authority for the regulation and supervision of financial services activities in the capital market sector, including the public offering of debt-characterized securities and/or Sukuk in non-Rupiah currency denomination, from the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority; b. that to provide clarity and certainty regarding the public offering of debt-characterized securities and/or Sukuk in non-Rupiah currency denomination, the provisions of existing legislation in the capital market sector regarding the public offering of debt-characterized securities and/or Sukuk in non-Rupiah currency denomination issued prior to the establishment of the Financial Services Authority need to be changed into a Financial Services Authority Regulation;
c. that based on the considerations referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation concerning the Public Offering of Debt-Characterized Securities and/or Sukuk in Non-Rupiah Currency Denomination;
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 AUTHORITY REGULATION CONCERNING THE PUBLIC OFFERING OF DEBT-CHARACTERIZED SECURITIES AND/OR SUKUK IN NON-RUPIAH CURRENCY DENOMINATION.

CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation:

1. Public Offering is the activity of offering securities conducted by the issuer to sell securities to the public based on procedures regulated in the Capital Markets Law and its implementing regulations.
2. Securities are negotiable instruments, namely debt acknowledgment instruments, commercial paper, stocks, bonds, debt certificates, Unit Participation in collective investment contracts, forward contracts over Securities, and any derivatives of Securities.
3. Sukuk are Sharia-compliant securities in the form of certificates or proof of ownership that have equal value and represent an inseparable or undivided share (syuyu’/undivided share) of the underlying assets.
4. Issuer is the Party conducting the Public Offering.
5. Prospectus is any written information related to the Public Offering with the aim for other Parties to purchase Securities.
6. Securities Underwriter is the Party that enters into a contract with the Issuer to conduct a Public Offering for the benefit of the Issuer with or without the obligation to purchase the remaining unsold Securities.

Article 2
The public offering of debt-characterized securities and/or Sukuk in non-Rupiah currency denomination must comply with the provisions of existing legislation in the capital market sector regulating Public Offerings.

CHAPTER II
ADDITIONAL INFORMATION
Article 3
Additional information related to the public offering of debt-characterized securities and/or Sukuk in non-Rupiah currency denomination that must be disclosed in the Prospectus includes at least:
a. the amount, value, and maturity of debt-characterized securities and/or Sukuk in non-Rupiah currency denomination and their equivalent value in Rupiah at the time the Securities are offered; b. the risks faced;
c. the existence or non-existence of hedging instruments and the benefits to be obtained and costs to be incurred related to such hedging;
d. the existence or non-existence of repayment funds and a summary of the requirements regarding such repayment funds; e. the existence or non-existence of specific Issuer assets serving as collateral for debts arising from the offered Securities; and f. the Issuer's revenue, both in Rupiah and in non-Rupiah currency.

CHAPTER III
REPORTING OBLIGATIONS
Article 4
(1) The Issuer is obligated to submit a report regarding the amount and maturity dates of principal and interest payments for debt-characterized securities and/or Sukuk in non-Rupiah currency denomination to the Financial Services Authority. (2) In the event the Issuer uses a Securities Underwriter, the report referred to in paragraph (1) is submitted by the said Securities Underwriter. (3) The reports referred to in paragraphs (1) and (2) must be submitted to the Financial Services Authority no later than 5 (five) working days after the allocation date and a copy must be sent to Bank Indonesia.

CHAPTER IV
ADMINISTRATIVE SANCTIONS
Article 5
(1) Any party violating the provisions as referred to in Article 2 and Article 4 shall be subject to administrative sanctions.
(2) Sanctions as referred to in paragraph (1) are also imposed on parties causing the violation as referred to in paragraph (1).
(3) Sanctions as referred to in paragraphs (1) and (2) are imposed by the Financial Services Authority.
(4) Administrative sanctions as referred to in paragraph (1) consist of:
a. written warning; b. fine, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. suspension of business activities; e. revocation of business license; f. cancellation of approval; and/or g. cancellation of registration.
(5) Administrative sanctions as referred to in paragraph (4) letters b, c, d, e, f, or g 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 (4) letter a. (6) Administrative sanctions in the form of a fine as referred to in paragraph (4) letter b may be imposed independently or concurrently with the imposition of administrative sanctions as referred to in paragraph (4) letters c, d, e, f, or g. (7) The procedure for imposing sanctions as referred to in paragraph (3) is carried out in accordance with the provisions of existing legislation.

Article 6
In addition to administrative sanctions as referred to in Article 5 paragraph (4), the Financial Services Authority may take specific actions against any party violating 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 (4) and specific actions as referred to in Article 6 to the public.

CHAPTER V
CLOSING PROVISIONS
Article 8
Upon the effective date of this Financial Services Authority Regulation, the Decision of the Head of the Capital Market Supervisory Agency Number Kep-23/PM/2002 concerning Public Offering of Debt-Characterized Securities in Non-Rupiah Currency Denomination, along with Regulation Number IX.A.11 which is its attachment, is repealed and declared invalid.

Article 9
This Financial Services Authority Regulation takes effect on the date of enactment.

This copy is consistent with the original
Deputy Director of Legal Consultation and
Banking Regulation Harmonization 1
Legal Directorate 1
Legal Department signed
Wiwit Puspasari

To be known by everyone, ordering the enactment of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia. Established in Jakarta on 17 February 2020 CHAIRMAN OF THE BOARD OF COMMISSIONERS FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA, signed WIMBOH SANTOSO

Enacted in Jakarta on 19 February 2020
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY
STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2020 NUMBER 51

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
OF THE REPUBLIC OF INDONESIA
NUMBER 7/POJK.04/2020
CONCERNING
PUBLIC OFFERING OF DEBT-CHARACTERIZED SECURITIES AND/OR SUKUK IN NON-RUPIAH CURRENCY DENOMINATION

I. GENERAL
That since December 31, 2012, the functions, duties, and authority for the regulation and supervision of financial services activities in the capital market, insurance, pension funds, financing institutions, and other financial service institutions 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 reorganize the existing regulatory structure, particularly those related to the capital market sector, by converting Capital Market Supervisory Agency regulations related to the capital market sector into Financial Services Authority Regulations. This reorganization is conducted to ensure that there is a Financial Services Authority Regulation related to the capital market sector that is consistent with Financial Services Authority Regulations in other sectors. Based on the background and aspects mentioned, it is necessary to replace the provisions of existing legislation in the capital market sector regulating the Public Offering of Debt-Characterized Securities and/or Sukuk in non-Rupiah currency denomination, namely the Decision of the Head of the Capital Market Supervisory Agency Number Kep-23/PM/2002 concerning Public Offering of Debt-Characterized Securities in Non-Rupiah Currency Denomination, along with Regulation Number IX.A.11 which is its attachment, with a Financial Services Authority Regulation concerning the Public Offering of Debt-Characterized Securities and/or Sukuk in Non-Rupiah Currency Denomination.

II. ARTICLE BY ARTICLE
Article 1
Sufficiently clear.

Article 2
Sufficiently clear.

Article 3
Letter a
In practice, the equivalent value is also called equivalent.

Letter b
The risks faced include, among others, those related to exchange rate differences for investors and the Issuer, and the impact of exchange rate differences on the Issuer's financial condition.

Letter c
Sufficiently clear.

Letter d
Sufficiently clear.

Letter e
Sufficiently clear.

Letter f
Sufficiently clear.

Article 4
Sufficiently clear.

Article 5
Sufficiently clear.

Article 6
The term "specific actions" includes, among others, the postponement of the issuance of an effective statement for the Registration Statement in the context of a Public Offering.

Article 7
Sufficiently clear.

Article 8
Sufficiently clear.

Article 9
Sufficiently clear.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6468