Second Amendment to OJK Circular No. 20/SEOJK.04/2021 on Stimulus and Relaxation Policies for Issuers or Public Companies Regarding Capital Market Performance and Stability Due to COVID-19

To:
Directors and Board of Commissioners of Issuers or Public Companies, At their place.

COPY

CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA

NUMBER 20 /SEOJK.04/2022

ABOUT

THE SECOND AMENDMENT TO THE CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY NUMBER 20/SEOJK.04/2021 CONCERNING STIMULUS POLICY AND RELAXATION OF REGULATIONS RELATED TO ISSUERS OR PUBLIC COMPANIES IN MAINTAINING CAPITAL MARKET PERFORMANCE AND STABILITY DUE TO THE SPREAD OF CORONA VIRUS DISEASE 2019

In relation to the provisions of Article 3 paragraph (1) of Financial Services Authority Regulation Number 7/POJK.04/2021 concerning Policies in Maintaining Capital Market Performance and Stability Due to the Spread of Corona Virus Disease 2019 (State Gazette of the Republic of Indonesia Year 2021 Number 81, Supplement to the State Gazette of the Republic of Indonesia Number 6671) as amended by Financial Services Authority Regulation Number 4/POJK.04/2022 concerning Amendment to Financial Services Authority Regulation Number 7/POJK.04/2021 concerning Policies in Maintaining Capital Market Performance and Stability Due to the Spread of Corona Virus Disease 2019 (State Gazette of the Republic of Indonesia Year 2022 Number 76, Supplement to the State Gazette of the Republic of Indonesia Number 6783), the Financial Services Authority has regulated stimulus and relaxation policies for issuers or public companies in the Financial Services Authority Circular Letter Number 20/SEOJK.04/2021 concerning Stimulus Policy and Relaxation of Regulations Related to Issuers or Public Companies in Maintaining Capital Market Performance and Stability Due to the Spread of Corona Virus Disease 2019 as amended by Financial Services Authority Circular Letter Number 4/SEOJK.04/2022 concerning Amendment to Financial Services Authority Circular Letter Number 20/SEOJK.04/2021 concerning Stimulus Policy and Relaxation of Regulations Related to Issuers or Public Companies in Maintaining Capital Market Performance and Stability Due to the Spread of Corona Virus Disease 2019 which hereinafter is referred to as the OJK Circular on Issuer or Public Company Relaxation.

The spread of Corona Virus Disease 2019 (COVID-19) to date continues to impact capital market players in Indonesia, including Issuers, Public Companies, and investors, thereby affecting their ability to fulfill their obligations.

Considering this, it is necessary to regulate relaxation policies for Issuers or Public Companies and investors to maintain the stability of the Indonesian capital market in the Financial Services Authority Circular Letter as follows:

I. Several provisions in the OJK Circular on Issuer or Public Company Relaxation are amended as follows:

1. The provision in item II number 2 is amended to read as follows:

2. Extension of the Validity Period of Appraiser Reports

Regulations regarding the validity period of reports issued by appraisers used as requirements and supporting documents for Registration Statements, merger statements, consolidation statements, information disclosure reports, and/or other corporate actions carried out by Issuers or Public Companies as regulated in capital market legislation are extended from the original maximum of 6 (six) months to a maximum of 7 (seven) months.

2. After the provision in item II number 10, 1 (one) item is added, namely item 10A, which reads as follows:

10A. Extension of the Time Limit for Fulfilling Obligations to Transfer Back Shares Resulting from the Implementation of Mandatory Tender Offers

a. Controllers of Public Companies who are obligated to transfer back shares of Public Companies resulting from the implementation of mandatory tender offers for a maximum of 2 (two) years since the mandatory tender offer was completed as regulated in Article 21 paragraph (3) of Financial Services Authority Regulation Number 9/POJK.04/2018 concerning Takeover of Public Companies, may submit an application for extension of the share transfer time to the Financial Services Authority.

b. The application as referred to in letter a must be accompanied by information and supporting evidence as follows:

1. That the Controller of the Public Company has attempted to transfer back shares resulting from the implementation of the mandatory tender offer to comply with the provisions regulated in Financial Services Authority Regulation Number 9/POJK.04/2018 concerning Takeover of Public Companies, evidenced by the existence of a statement letter; and

2. The implementation of the share transfer back as referred to in item 1) cannot be carried out until the percentage requirements as regulated in Financial Services Authority Regulation Number 9/POJK.04/2018 concerning Takeover of Public Companies are met due to the impact of the COVID-19 pandemic.

c. Applications by Controllers of Public Companies as referred to in letter a may only be submitted regarding the transfer back of shares that could not be implemented due to the impact of the COVID-19 pandemic, both before or after the issuance of this Financial Services Authority Circular Letter.

d. Applications for time extension as referred to in letter a may only be submitted once (1 one time).

e. Based on the application as referred to in letter a, the Financial Services Authority may grant an extension of the time limit for transferring back shares resulting from the implementation of mandatory tender offers, for a maximum of 2 (two) years since the end of the time limit as regulated in the provisions of Article 21 paragraph (3) of Financial Services Authority Regulation Number 9/POJK.04/2018 concerning Takeover of Public Companies.

II. The provisions in this Financial Services Authority Circular Letter shall take effect on the date of determination.

Determined in Jakarta
On 10 November 2022

EXECUTIVE HEAD
CAPITAL MARKET SUPERVISOR
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA,

Signed
INARNO DJAJADI

This copy is consistent with the original
Legal Director
Legal Department

Signed
Mufli Asmawidjaja