- The Financial Services Authority (Otoritas Jasa Keuangan – "OJK") is currently preparing a Draft Circular on Implementing Guidelines for Offerings Classified as Non-Public Offerings ("Draft Circular").
- The Draft Circular will only apply to securities offerings that amount to over Rp. 5 billion in total and which are conducted within the territory of Indonesia or for Indonesian citizens. It is important to note that the types of offerings addressed under the Draft Circular only comprise those that do not constitute public offerings and that are being offered to 100 parties or more or that have been sold to 50 parties or more.
- Any parties that conduct the abovementioned securities offerings must submit offering documents to the OJK, which should include the following documents at the least: 1) Application letter of stipulation, which should be drawn up in accordance with the format set out under the Draft Circular; and 2) Memorandum of information. The memorandum of information should include detailed information and material facts that relate to the relevant securities offerings. Said information and facts should encompass the following at least: 1) Date of the offering or distribution; 2) Statement of non-public offering; 3) Information on the parties conducting the offering (e.g. identity, risk factor, share structure, etc.); 4) Information on the securities (e.g. offered price, rights of securities owners, types and amounts of securities, etc.); 5) Risk information and risk management strategy, etc.
- The securities offering documentation should then be submitted to the OJK in both printed and electronic form. Upon the completion of this submission, the OJK may request that changes are made or additional documents are provided in order to support the document review process. If this is the case, then the relevant submitting party should comply with any such request within 20 business days of receiving such a request from the OJK. It is important to note that securities offerings may only be conducted at least 12 months after a submitted document has been approved by the OJK.
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