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Chapter IX
| ISSUERS AND PUBLIC
COMPANIES |
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| Section One |
| Registration
Statements |
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| 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: |
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a. |
make an offering of
credit Securities with a maturity of less
than one year; |
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b. |
issue certificates
of deposit; |
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c. |
issue insurance
policies; |
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d. |
make an offering of
Indonesian Government Securities or
Securities guaranteed by the Indonesian
Government; or |
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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. |
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| Section Two |
| Procedures for
Submitting Registration Statements |
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| 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. |
| (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. |
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| Section Three |
| Prospectuses and
Publications |
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| 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. |
| (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 |
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| 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.: |
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a. |
each Person that
signs the Registration Statement; |
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b. |
the Issuers
directors and commissioners at the time
the Registration Statement became
effective; |
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c. |
the Managing
Underwriter; and |
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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 |
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a. |
the statements or
information published in the Registration
Statement were true; and |
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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. |
| (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 |
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| 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. |
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