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  Chapter IX


ISSUERS AND PUBLIC COMPANIES
 
Section One
Registration Statements
 
Article 70
(1) The only Issuers that may conduct a Public Offering are those that have submitted a Registration Statement to BAPEPAM with respect to the sale or offering of Securities to the public, and then only after such Registration Statement has become effective.
(2) The stipulations of item (1) are not applicable to Persons that:
  a. make an offering of credit Securities with a maturity of less than one year;
  b. issue certificates of deposit;
  c. issue insurance policies;
  d. make an offering of Indonesian Government Securities or Securities guaranteed by the Indonesian Government; or
  e. make an offering other types of Securities stipulated by BAPEPAM.

Article 71
No Person may sell Securities in a Public Offering, unless the purchaser or subscriber certifies on the order form that, before or at the time of subscription, he has received or has had an opportunity to read the Prospectus with respect to such Securities

Article 72
(1) Managing Underwriters are appointed by Issuers.
(2) When there is more than one Managing Underwriter, all are jointly and severally liable for the conduct of the Public Offering.
(3) Managing Underwriters and Issuers are responsible for the correctness and completeness of Registration Statements submitted to BAPEPAM.

Article 73
Every Public Company must submit a Registration Statement to BAPEPAM.
 
Section Two
Procedures for Submitting Registration Statements
 
Article 74
(1) A Registration Statement becomes effective on the forty-fifth day after receipt in complete form, or on any earlier date on which it is declared effective by BAPEPAM.
(2) During the period referred to in item (1), BAPEPAM may request amendments and additional information from the Issuer or Public Company.
(3) When a Public Company or Issuer submits changes or additional information, the Registration Statement is considered to have been resubmitted as of the date such amendments or additional information are received.
(4) A Registration Statement does not become effective until the additional information or amendments mentioned in item (2) have been received and all BAPEPAM requirements have been met.


Article 75

(1) BAPEPAM shall consider the completeness, adequacy, objectivity, comprehensiveness and clarity of a Registration Statement in order to ensure that it fulfills the Disclosure Principle.
(2) BAPEPAM shall not evaluate the merits and weakness of a Security.

Article 76
When the Registration Statement states that Securities are to be listed on a Securities Exchange, the offering of such Securities shall be null and void if the listing requirements are not met, and the subscription moneys shall be returned to subscribers.

Article 77
Further rules regarding the requirements and procedures for submitting Registration Statements shall be made by BAPEPAM.
 
Section Three
Prospectuses and Publications
 
Article 78
(1) A Prospectus shall not contain false statements with respect to Material Information, and shall not omit Material Informations that would be necessary for the Prospectus to not be misleading.
(2) All Persons are prohibited from stating, directly or indirectly, that BAPEPAM has approved, authorized, certified or researched the merits or weaknesses of a Security.
(3) Further regulation regarding Prospectuses shall be made by BAPEPAM.


Article 79

(1) Announcements in the mass media that relate to Public Offerings shall not contain false statements regarding Material Information and shall not omit to state Material Information that is required in order that the statements contained in such announcements are not misleading.
(2) Matters that must be disclosed and the contents and requirements for the announcements mentioned in item (1) shall be further regulated by BAPEPAM.


Section Four
Liability For False Or Misleading Information
 
Article 80
(1) When the Registration Statement of a Public Offering contains false Material Information or is misleading because of the omission of Material Information required by this Law and its implementing regulations, then the following Persons shall be jointly and severally liable for losses that are a consequence of such actions.:
  a. each Person that signs the Registration Statement;
  b. the Issuer’s directors and commissioners at the time the Registration Statement became effective;
  c. the Managing Underwriter; and
  d. Capital Market Supporting Professionals and other Persons that consented to provide an opinion or information included in the Registration Statement;
(2) The Persons in item (1) letter d shall be liable only with respect to opinions or information they have provided.
(3) The liability imposed in item (1) is not applicable when a Person specified in letters c and d of item (1) can prove that he acted professionally and took adequate measures to ensure that:
(3) the statements or information published in the Registration Statement were true; and
  a. the statements or information published in the Registration Statement were true; and
  b. he knew of no omitted Material Information that was needed for the Registration Statement not to be misleading.
(4) Claims for compensation for violations of item (1), must be filed within five years of the effective date of the Registration Statement.


Article 81

(1) A Person offering or selling Securities by Prospectus or by other means, either written or verbal, with Material Information that he knows or should know to be false or to have been omitted, shall be liable for losses resulting from his actions.
(2) A buyer of Securities that is aware that information is false or misleading prior to completing the purchase cannot claim reimbursement for losses arising from the transaction.


Section Five
Preemptive Rights, Conflicts of Interest, Tender Offers, Mergers, Consolidations and Acquisitions
 
Article 82
(1) BAPEPAM may require Issuers and Public Companies to give preemptive subscription rights to shareholders on a proportionate basis whenever they issue new shares or Securities convertible into shares.
(2) BAPEPAM may require Issuers and Public Companies to obtain approval from independent shareholders with respect to transactions in which the economic interests of the Company are in conflict with the private economic interests of directors, commissioners, or substantial shareholders.
(3) Further requirements and procedures regarding preemptive subscription rights and conflict-of-interest transactions referred to in items (1) and (2) shall be determined by BAPEPAM.

Article 83
A Person that makes a tender offer to purchase Securities of Issuers or Public Companies must comply with rules on disclosure, fairness and reporting stipulated by BAPEPAM.

Article 84
An Issuer or a Public Company that merges or consolidates with another Company, must comply with rules on disclosure, fairness and reporting stipulated by BAPEPAM and with other applicable laws and regulations.


Chapter VIII

Chapter X



 
   


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