The Financial Services Authority ("OJK") has issued Circular Letter No. 33/SEOJK.04/2022 on Guidelines for Implementing Securities Offerings Classified as a Non-Public Offering ("Circular Letter"). The Circular Letter is a follow-up to the OJK Regulation No. 29/POJK.04/2021, which increased the value threshold of a non-public offering to IDR5 billion and stipulated that the offering must be conducted within 12 months to be classified as a non-public offering. The Circular Letter provides guidance on the procedure for a higher value non-public securities offering, and it reiterates that such an offering must be conducted within a maximum of 12 months after (i) the issuance of OJK's decision and in the territory of the Republic of Indonesia or to Indonesian citizens using mass media; or (ii) offered to more than 100 parties or sold to more than 50 parties. The procedures in the Circular Letter apply to various parties offering securities, including Indonesian public companies with a share ownership programme, foreign companies listed in any stock exchange with a share ownership programme, supranational agencies, parties offering securities for market penetration, and parties offering securities to support a government's policy.
The Circular Letter's requirements for parties conducting a non-public offering, notably the preparation of an information memorandum, can be onerous. For example, a public company with a share ownership programme that previously only needed approval from independent shareholders to offer shares to employees must now prepare an information memorandum containing information similar to that required for an initial public offering. Parties conducting a non-public offering must review the Circular Letter's requirements carefully and maintain an open line of communication with OJK to ensure a successful closing.
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