Changes in reports on share ownership in public companies

OJK issued POJK 4/2024, which amends several provisions in relation to reports on shares ownership in public companies currently regulated under POJK 11/2017, and introduces new requirement for shareholders to report its share-pledging activities to OJK.

• OJK recently issued POJK 4/2024, which will revoke POJK 11/2017 upon its enforcement date on 28 August 2024. This new regulatory framework (i) updates and expands several provisions related to share ownership reporting obligations in public companies to align with amendments under the Law 4 of 2023 on the Development and Strengthening of Financial Services Sector ("PPSK Law"), and (ii) introduces new mandates for public company shareholders to also report their share pledging activities in line with applicable international standards.

• Several notable changes or new requirements introduced under POJK 4/2024 include:
  a. clarity on criteria that applies to reporting parties ;
  b. amendment of 0.5% threshold for subsequent report;
  c. clarity on timing of report;
  d. clarity on the reporting mechanism from organized groups; and
  e. new mandatory report on share pledging activities.

• Based on the above, it is now possible for an organized group to appoint one shareholder to report their collective shares ownership to OJK. Further, as POJK 14/2024 will only take effect on 28 August 2024, public companies and shareholders are encouraged to consider how these amendments might affect their present reporting and compliance obligations in the meantime.

Background

• On 26 February 2024, the Indonesian Financial Services Authority (Otoritas Jasa Keuangan – "OJK") enacted OJK Regulation No. 4 of 2024 on Reports on Ownership or Change in Ownership of Shares in Public Companies and Share-Pledging Activities in Public Companies ("POJK 4/2024").
• POJK 4/2024 will take effect on 28 August 2024 and replace current regulatory framework on the share ownership reports under OJK Regulation No. 11 of 2017 on Reports on Ownership or Change in Ownership of Shares in Public Companies ("POJK 11/2017").

Notable changes and new requirements

Reporting party

• In line with the provisions of "PPSK Law, and considering the applicable international standards, POJK 4/2024 adjusts the criteria that applies to parties that are subject to the mandatory submission of shares ownership report. We set out below the comparison with POJK 11/2017:
  

  POJK 11/2017	POJK 4/2024
  Directors and commissioners that, directly or indirectly, own shares in the said public company.	Directors and commissioners that, directly or indirectly, own shares with voting rights in the said public company.
  Any parties that, directly or indirectly, own a minimum of 5% shares in the said public company.	Any parties that, directly or indirectly, own a minimum of 5% shares with voting rights in the said public company.
  Silent	Any parties designated as controllers, including controlling parties with ownership of more or less 5% of the issued shares of a public company.
  Silent	Any parties whose ownership of shares falls below a threshold of 5% in a public company.

The use of the phrase 'voting rights' aims to capture shareholders who, directly or indirectly, own shares with multiple voting rights (multi-voting shares). By including this phrase, certain shareholders holding less than 5% of the public company's shares may still be required to report if they hold certain multi-voting shares.

Subsequent report

• According to POJK 11/2017, any change in shareholding of 0.5% or more of the total issued shares in the public company in one or a series of transactions by any of the above parties also requires report. Furthermore, under POJK 4/2024, subsequent report is triggered on all changes to the parties' shares ownership with voting rights in a public company, unless such changes, upon rounding downwards of any fractions (if any), does not change the percentage unit of the shares ownership.
• As an illustration, changes from 6.1% to 6.99% or 7.99% to 7.1% does not trigger the subsequent reporting requirement, but changes from 5.1% to 6.2%, 6.9% to 7.1%, or 8.1% to 7.9% will trigger the subsequent reporting requirement.

Timing of report

In line with the provisions of PPSK Law, POJK 4/2024 also shortens the timeframe to submit the report, from 10 calendar days to 5 business days (or 3 business days, if the electronic system has become available – see below) from the occurrence of the relevant change in shareholding.

Organised groups

Furthermore, POJK 4/2024 now clarifies that if the parties subject to the reporting obligation are organized groups (which, according to the relevant elucidation in POJK 4/2024 means parties who create plans, deals or make decisions to cooperate for a certain goal), then the obligation to report can be fulfilled by a single shareholder appointed to represent such group. This amendment clarifies interpretations arising from POJK 11/2017, which previously seemed to require each party within the same group, directly or indirectly owning shares in the public company, to submit standalone/separate reports.

Mandatory information to be reported

POJK 4/2024 now expands the information that must be contained in the report, in which the following information must now also be included:

• type of transaction;
• shares classification;
• if the reporting is carried out through a proxy, name of the shareholder which grants such proxy;
• if the reporting is carried out through organized group, detailed information on the members of the organized group; and
• if the change is carried out by controlling shareholder, information whether the controlling shareholder will maintain control.

Electronic submission

POJK 4/2024 introduces an electronic submission system that will be established by OJK, which must be used by the reporting party once the system is available.

Mandatory obligation to report shares pledging activities

• POJK 4/2024 requires any public company shareholders who encumber, secure by way of fiducia, and/or pledge its shares with voting rights of at least 5% in the said public company, conducted in one or a series of transactions, to report such pledging of shares to OJK.
• As with the previously described shares ownership report, subsequent report is triggered on all changes to the number of pledged shares owned by a certain shareholder, unless such change, upon rounding downwards of any fractions (if any), does not change the percentage unit of the pledged shares.
• POJK 4/2024 also provides a specific format for report, which requires disclosure of at least:
  a. name, residence and nationality;
  b. name of the public company's pledged shares;
  c. number and percentage of the pledged shares;
  d. loan value with shares as security;
  e. type of transaction that results in a change to the number of the pledged shares (if applicable);
  f. effective date and duration of the pledge agreement; and
  g. nature of any affiliate relationship between the parties engaging in the pledge (if applicable).
• Similar with the shares ownership report, POJK 4/2024 requires the report to be submitted within 5 business days (or 3 business days, if the electronic system has become available) from the signing of the relevant pledge agreement.

Authors: Indra Sudrajat, Associate; and Sebastian Sormin, Legal Intern.