On November 28 2011 the chairman of the Indonesian securities regulator, Bapepam-LK, issued a new regulation on material transactions. The Regulation on Material Transactions and Change of Principal Business Activities (IX E 2) was issued as an attachment to Decree 614/BL/2011.

Bapepam-LK's accompanying press release stated that the regulation seeks not only to perfect the regulation of material transactions, but also to simplify the procedure for a public company to obtain funding through private offerings of debt securities.

The regulation's definition of a 'material transaction' differs slightly but significantly from the previous definition, in that it does not mention acquisitions or disposals of shares.

The regulation also adds additional transactions to the list of material transactions that are exempt from the shareholder approval requirement. These transactions include:

  • guarantees provided by companies for infrastructure financing; and
  • material transactions by banks where the bank in question receives a loan from Bank Indonesia in excess of its paid-in capital.

On changes in principal business activities, the regulation adds two provisions on changes by controlled companies where a financial report is consolidated with an issuer.

The regulation came into force on its day of issue.

For further information on this topic please contact Hamud Balfas at Ali Budiardjo, Nugroho, Reksodiputro by telephone (+62 21 250 5125), fax (+62 21 250 5121) or email ([email protected]).