8 May, 2016
Survey of ASEAN Regulations
Applicable Regulatory Body and Market Information
- Financial Services Authority (“FSA”)
- Indonesia Stock Exchange (“IDX”) where the securities are to be listed onshore • 521 listed companies as of 11/12/15.
- Market capitalization of IDR 4,726 trillion/USD 336.01 billion as of 11/12/15.
Securities Offering and/or Registration and Exemption Requirements
In general, no offering of security12 with a total of a value of Indonesian Rupiah 1 billion (approx. USD13 70,000) or more, within Indonesia or to Indonesian citizens abroad, made either through the mass media or otherwise to more than 100 persons or results in sales to more than 50 persons (“Public Offering”), can take place without a registration statement duly led with and rendered effective by the FSA.
An offering of securities will never be a public offering if the total consideration to be received by the offeror is less than Rupiah 1 billion.
If the total consideration to be received by the offeror in respect of the offering of securities is equal to or exceeds Rupiah 1 billion, the offering is nevertheless not considered a public offering if:
a) It is not made through the mass media (e.g., newspapers, magazines, television, radio, lms and other electronic media) regardless of how many persons it is made to14 ; or
b) it is not made through letters, brochures, other printed matter or otherwise distributed to more than 100 persons; or
c) it does not result in sales to more than 50 persons; or
d) the securities sold are debt securities with a tenor of less than one year.
In the determination whether there has been an offering of securities to more than 100 persons, it does not matter whether the offering is followed by the purchase of securities. In the determination of the number of recipients of the sale of securities (i.e., whether the securities are sold to more than 50 persons), it is the actual purchase of the securities that count, irrespective of whether or not such purchases are associated with an offer.
Marketing of Securities Where Issuer/Sponsor Offshore and Investor Onshore
When there is any public offering, the securities are required to have been registered with the FSA and listed with the IDX (if applicable).
Offering of securities by offshore issuers not considered public offering15 is exempt from registration.
Need to Engage Onshore Sponsor, Licensed Placement or Other Distribution Agent
None, as long as the transaction is “exempt.”
Legends or Other Disclosure Requirements on Offering Materials
Recommended.16
Other Relevant Considerations
There are certain tax consequences for the personnel of the sponsor conducting marketing or offering in Indonesia.17
To view the complete guide, please click here.
12 the term “securities” includes promissory notes, commercial paper, shares, bonds, evidences of indebtedness, participation units of collective investment contracts, futures contract related to securities, and all derivatives of securities (such as options and warrants)
13 Exchange rate on September 11, 2015: 1 USD = IDR 14,300.
14 A potential investor can be invited to a presentation on securities in the Indonesian jurisdiction without triggering the Public Offering regulation, if the invitation is not made through the mass media and not otherwise (through mail, e-mail, telephone etc.) distributed to more than 100 persons and not more than 50 persons will purchase the securities following the invitation.
Prepared by Lex Mundi, Ali Budiardjo Nugroho Reksodiputro – Member Firm for Indonesia
