GUIDE TO THE INDONESIAN EQUITY CAPITAL MARKETS LEGAL GUIDE

Transcription

1 GUIDE TO THE INDONESIAN EQUITY CAPITAL MARKETS LEGAL GUIDE Published March 2014

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3 GUIDE TO THE INDONESIAN EQUITY CAPITAL MARKETS in association with The contents of this publication, current at the date of publication set out in this document, are for reference purposes only. They do not constitute legal advice and should not be relied upon as such. Specific legal advice about your specific circumstances should always be sought separately before taking any action based on this publication. and its subsidiaries and, an Australian ship, are separate member firms of the international legal practice known as. 2014

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5 Contents 02 Foreword 03 Glossary 04 Legal and regulatory framework 05 Initial public offerings 18 Reporting obligations of listed companies 19 Preemptive offerings by the issuer (rights issues) 23 Non-preemptive offerings by the issuer (primary placings) 24 Offerings by shareholders (secondary placings) 25 Miscellaneous 27 Appendix 1: Indicative IPO timetable 28 Appendix 2: Indicative rights issue timetable

6 02 INDONESIAN EQUITY CAPITAL MARKETS HERBERT SMITH FREEHILLS Foreword In recent years, Indonesia has seen and continues to post significant economic growth. Much of the funding for the growth of this diverse economy is being channelled through the country s equity capital markets, across a wide range of industry sectors. The Indonesian capital markets regulatory environment also continues to present complex questions against the backdrop of innovative transaction structures and sustained international investor interest. We expect these trends will continue. We have prepared this guide to be a readable first point of reference for IPOs and other equity capital markets transactions in Indonesia. This guide updates our previous edition to take account of Indonesian capital markets developments over the course of For further information, please contact: SINGAPORE Michael Walter Managing - SE Asia T michael.walter@hsf.com Siddhartha Sivaramakrishnan - US Securities T siddhartha.sivaramakrishnan@hsf.com Brian Scott T brian.scott@hsf.com Nicola Yeomans T nicola.yeomans@hsf.com Philip Lee T philip.lee@hsf.com Gareth Deiner Senior Associate T gareth.deiner@hsf.com JAKARTA David Dawborn T david.dawborn@hsf.com Tjahjadi Bunjamin - HBT T tjahjadi.bunjamin@hbtlaw.com Kristo Molina - HBT T kristo.molina@hbtlaw.com HONG KONG Kevin Roy Head of US Securities Asia T kevin.roy@hsf.com Austin Sweeney Head of Corporate Asia T austin.sweeney@hsf.com Matt Emsley T matt.emsley@hsf.com

7 HERBERT SMITH FREEHILLS INDONESIAN EQUITY CAPITAL MARKETS 03 Glossary 10b-5 disclosure letter a confirmation provided by US counsel that, having participated in due diligence of the issuer and its affairs, it is not aware of any material disclosure violations in the prospectus or international offering memorandum Bapepam Indonesian Capital Markets and Financial Institutions Supervisory Agency (Badan Pengawas Pasar Modal dan Lembaga Keuangan) (now subsumed into OJK) Bapepam rules the rules issued by the chairman of Bapepam BAPMI Indonesian Capital Markets Arbitration Board (Badan Arbitrase Pasar Modal Indonesia) BKPM Capital Investment Coordinating Board (Badan Koordinasi Penanaman Modal) Capital Markets Law Indonesia s Law No. 8 of 1995 regarding the Capital Markets capital markets supporting professionals a distinct category under the Capital Markets Law that includes accountants, counsel, independent appraisers and notaries controlling shareholder any party who owns more than 50% of fully paid-up share capital, or has the ability to directly or indirectly exert control over management cornerstone investors investors (generally institutional) who agree to subscribe for a portion of the IPO in advance in order to demonstrate interest in the offering to the broader market and thus increase the chances of favourable pricing and of the transaction closing EGM extraordinary general meeting of shareholders HKSIR 400 Hong Kong Standard on Investment Circular Reporting Engagements 400, issued by the Hong Kong Institute of Certified Public Accountants international offering memorandum an English-language document containing the same substantive disclosure as the prospectus ICA international coordination agreement, entered into by the ISAs and the issuer as part of the international underwriting arrangements IDR Indonesian Rupiah, the official currency of Indonesia IDX Indonesia Stock Exchange IDX rules Decision of the Board of Directors of IDX No. Kep-00001/BEI/ IFRS-IASB International Financial Reporting Standards as issued by the International Accounting Standards Board Indonesian company law Indonesia s Law No. 40 of 2007 regarding the Company Law Indonesian GAAP generally accepted accounting principles in Indonesia (Pernyataan Standar Akuntansi Keuangan, or PSAK) ISA international selling agent, the term used for an international underwriter of an Indonesian IPO KPEI Clearing Guarantee Institution (Kliring Penjaminan Efek Indonesia) KSEI Central Securities Depository (Kustodian Sentral Efek Indonesia) MD&A management s discussion and analysis of financial condition and results of operations, a section in a prospectus OJK Financial Services Authority (Otoritas Jasa Keuangan), the successor to Bapepam overallotment option an option available to the underwriting syndicate that allows the sale of additional shares, usually up to 15% of the base size of an IPO, to investors purchasing in the IPO prospectus a disclosure document used in connection with a public offering that is prepared in accordance with the rules issued by Bapepam for that purpose public company any Indonesian company with 300 or more shareholders and paid-up capital of at least IDR3 billion public offering an offering of securities required to be registered with the OJK and to be made pursuant to a prospectus meeting the requirements of the Capital Markets Law Rule 144A offering an internationally marketed offering that includes offers and sales to qualified institutional investors in the United States SAA selling agency and managers agreement; entered into by the ISAs and the domestic underwriters as part of the international underwriting arrangements SAS 72 Statement on Auditing Standards No. 72, issued by the American Institute of Certified Public Accountants Securities Act of 1933 United States federal statute covering offers and sales of securities using the means and instrumentalities of United States interstate commerce substantial shareholder any owner directly or indirectly holding 20% or more of an issuer's share capital

8 HERBERTSMITHFREEHILLS.COM ABU DHABI T F BANGKOK (Thailand) Ltd T F BEIJING Beijing Representative Office (UK) T F BELFAST T F BERLIN Germany LLP T F BRISBANE T F DOHA Middle East LLP T F DUBAI T F FRANKFURT Germany LLP T F HONG KONG T F JAKARTA Hiswara Bunjamin and Tandjung associated firm T F LONDON T F MELBOURNE T F MOSCOW CIS LLP T F NEW YORK New York LLP T F PARIS Paris LLP T F PERTH T F SEOUL Foreign Legal Consultant Office T F SHANGHAI Shanghai Representative Office (UK) T F SINGAPORE T F SYDNEY T F TOKYO T F BRUSSELS T F MADRID Spain LLP T F APB135741_A4_cover