On February 28, 2024, the Indonesian Financial Services Authority (Otoritas Jasa Keuangan or “OJK”) introduced significant changes to the requirements for reporting ownership or changes in ownership of shares in a public company.
These new requirements were introduced by OJK Regulation No. 4 of 2024, dated February 28, 2024, regarding the Reporting of Share Ownership or Any Changes in Ownership in Public Companies and Reporting on Activities for Pledging Shares in Public Companies (“OJK No. 4/2024“). They take effect starting August 28, 2024.
This new OJK regulation revokes OJK Regulation No. 11/POJK.04/2017, dated March 14, 2017, regarding Reporting of Share Ownership or Any Changes in Ownership in Public Companies.
OJK No. 4/2024 regulates several new matters as follows:
Reporting Based on Voting Rights
Unlike the previous regulation, OJK No. 4/2024 introduces a new rule whereby shareholders will calculate their ownership percentage based on valid voting rights rather than number of shares held.
Under Article 2 of OJK No. 4/2024, the following parties must report to the OJK within five working days changes in the ownership of shares with voting rights:
- Each member of the board of directors or board of commissioners of a public company holding any voting rights, directly or indirectly, in that public company; and
- Each party with direct or indirect ownership of at least 5% of the voting rights and/or control over a public company.
Reporting Due to Inheritance
In a change from previous regulations, OJK No. 4/2024 requires parties that inherit shares in public companies to report such inheritance to the OJK.
Reporting Exceptions
OJK No. 4/2024 exempts parties from the reporting obligations if changes in the ownership of shares with voting rights occur due to the following corporate actions:
- A capital increase in the public company that causes a dilution in share ownership; or
- A transaction in the public company, such as a share buyback.
Reporting of Pledged Shares
OJK No. 4/2024 introduces a new requirement for shareholders of a public company to submit a report to the OJK within five working days after signing the relevant security documents for:
- Any pledges on its shares if the number of shares subject to one or more pledge(s) reaches at least 5% of the shares with voting rights in the public company; and
- Any changes to the percentage of shares being pledged (any decimals will be rounded down to the nearest percentage).
Electronic Reporting System
Article 7 of OJK No. 4/2024 mandates the OJK to develop an electronic reporting system so parties can submit their reports online. It is unclear when this system will be available, but once it is the submission period for reports will be three working days.
Penalties
Any violation of OJK No. 4/2024 will be subject to administrative sanctions in the form of written warnings, fines, and cancellation of permits or approvals.
The attachments to OJK No. 4/2024 contain two sample report forms parties can use to comply with OJK No. 4/2024. However, unlike with the previous reporting forms, the party signing the new form must already have an investor identity number, known as a Single Investor Identification or SID Number.
It remains to be seen how these new rules will be applied, especially to foreign shareholders in the form of funds issued or owned by foreign parties.
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