The Financial Services Authority (OJK) recently amended public companies' obligation to report on their shareholding by way of OJK Regulation 11/POJK.04/2017 regarding Reporting on Public Company Ownership or on Every Change in Share Ownership.
Enacted on March 14 2017, the regulation aims to bring public companies' reporting obligations in line with international standards. Its scope is much wider and more detailed than the previous OJK Regulation 60/POJK.04/2015 regarding the Information Transparency of Certain Shareholders.
The new regulation introduced the following changes:
- The regulation provides definitions of the entities which are subject to the shareholding reporting obligations.
- The reporting obligations apply to both direct and indirect shareholdings, which was not the case with the preceding regulation.
- Under the regulation, shareholders of public companies which directly or indirectly own 5% or more of the total number of issued shares of the respective companies must disclose their share ownership. This requirement is stricter than that of the preceding regulation.
- The regulation stipulates that 5% shareholders must report any change (increase or decrease) in their ownership resulting from one or more transactions only if the change is equal to or exceeds 0.5% of the company's total issued share capital. This requirement is more relaxed than that of the preceding regulation, which required the disclosure of any change, regardless of its size.
- The regulation has expanded the list of information to be reported to include:
- the percentages of shareholding before and after the transaction causing the change;
- the status of the shareholding (ie, whether it is a direct or an indirect shareholding); and
- where the shareholding is indirect, information regarding the shareholder that is recorded in the list of shareholders for the interest of the beneficial owner. Article 2(2) of the regulation defines an 'indirect shareholder' as a party owning shares in a public company through another party, which is either the ultimate beneficial owner of the respective shares and/or part of the ownership chain leading to the real owner.
- The regulation requires public companies to establish policies regarding their directors' and commissioners' obligations to report on their shareholding in the public company and any changes to this shareholding.
- Reports must now be submitted to the OJK within:
- 10 days from obtaining or amending a shareholding if the report is submitted by the shareholder; or
- five days from obtaining or amending a shareholding if the report is submitted by an attorney of the shareholder on the basis of a written power of attorney. The possible submission of the report by an appointed attorney is notable.
- Significantly, the regulation provides that all reported information is public information and that copies of the report may be obtained from the OJK. Further, the OJK can announce administrative penalties imposed to the public.
The regulation took effect on the date of its enactment and revoked the preceding regulation.
For further information on this topic please contact Theodoor Bakker or Kevin Omar Sidharta at Ali Budiardjo, Nugroho, Reksodiputro by telephone (+62 21 250 5125) or email (firstname.lastname@example.org or email@example.com). The Ali Budiardjo, Nugroho, Reksodiputro website can be accessed at www.abnrlaw.com.
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