In the capital market sphere, the Financial Services Authority or OJK enacted Regulation No. 3/POJK.04/2021, where it introduced rules on going private, as well as reinforcing the obligation to disclose controlling shareholders.
On going private, OJK allows a public company to go private voluntarily or based on a request from OJK or the Indonesia Stock Exchange ("IDX"). For a voluntary go private, the public company needs to obtain its independent shareholders' approval, buyback all shares owned by its public shareholders, announce the go private plan to the public, and apply to OJK to revoke its effective registration statement.
On the other hand, either OJK or IDX can order a public company to go private in certain situations, for example if the public company is found to have breached the law or if the public company's business continuity is adversely impacted by a specific event.
Meanwhile, disclosure of controlling shareholders is now mandatory. A public company must disclose its controlling shareholders when it submits its registration statement, and disclose periodically if there are changes to such shareholders. It is important for public companies to note that the determination of controlling shareholders carry certain liabilities for the shareholders.
