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Private Placement Agreement for Indonesia

Private Placement Agreement Template for Indonesia

A Private Placement Agreement under Indonesian law is a legally binding document that governs the private offering and sale of securities to a select group of investors, typically institutional investors or high-net-worth individuals. The agreement must comply with Indonesian Capital Market Law (Law No. 8 of 1995) and relevant OJK regulations, particularly OJK Regulation No. 30/POJK.04/2019. This document outlines the terms of the investment, including securities details, purchase price, investor rights, representations and warranties, and transfer restrictions, while ensuring compliance with Indonesian foreign investment regulations and corporate law requirements.

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What is a Private Placement Agreement?

A Private Placement Agreement is essential for companies seeking to raise capital through private offerings of securities in Indonesia. This document is used when a company wishes to issue securities to a limited number of sophisticated investors without conducting a public offering, thereby avoiding the more stringent regulatory requirements associated with public offerings. The agreement must comply with Indonesian Capital Market Law, OJK regulations, and foreign investment restrictions where applicable. It includes comprehensive details about the securities being offered, investor qualifications, purchase terms, representations and warranties, and regulatory compliance requirements. Private Placement Agreements are particularly relevant for growing companies, established businesses seeking additional capital, or companies undertaking strategic investments, and must be structured to comply with Indonesian language requirements under Law No. 24 of 2009.

What sections should be included in a Private Placement Agreement?

1. Parties: Identification of the issuer and the initial purchaser(s)/investor(s)

2. Background: Context of the private placement, including company overview and purpose of the offering

3. Definitions: Definitions of key terms used throughout the agreement

4. The Securities: Detailed description of the securities being offered, including class, rights, and restrictions

5. Subscription and Purchase: Terms of subscription, purchase price, and payment mechanics

6. Closing Conditions: Conditions precedent to closing, including regulatory approvals and documentation requirements

7. Representations and Warranties of the Issuer: Issuer's statements regarding its legal status, authority, and business condition

8. Representations and Warranties of the Purchaser: Investor's statements regarding eligibility, sophistication, and compliance with securities laws

9. Covenants: Ongoing obligations of the parties, including compliance with laws and reporting requirements

10. Confidentiality: Provisions regarding the confidential treatment of information

11. Transfer Restrictions: Limitations on the transfer of securities and required procedures

12. Termination: Circumstances under which the agreement may be terminated

13. Notices: Process for formal communications between parties

14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability

What sections are optional to include in a Private Placement Agreement?

1. Multiple Closings: Required when the private placement will occur in multiple tranches or phases

2. Tag-Along Rights: Include when minority investors are to be protected in case of majority stake sales

3. Drag-Along Rights: Include when majority investors need the ability to force minority participation in a sale

4. Pre-emptive Rights: Include when existing investors should have rights to maintain their ownership percentage

5. Registration Rights: Include when investors may require registration of their securities for future public trading

6. Board Representation: Include when investors are to receive board representation rights

7. Information Rights: Include when investors are to receive specific ongoing information beyond statutory requirements

8. Foreign Investment Provisions: Required when investors include foreign entities, addressing compliance with Indonesian foreign investment laws

What schedules should be included in a Private Placement Agreement?

1. Schedule A - Securities Description: Detailed description of the securities, including all rights, preferences, and restrictions

2. Schedule B - Disclosure Schedule: Exceptions to representations and warranties and required disclosures

3. Schedule C - Corporate Documents: List of corporate approvals, certificates, and organizational documents

4. Schedule D - Investor Questionnaire: Form for collecting investor information and eligibility confirmation

5. Schedule E - Form of Legal Opinion: Form of legal opinion to be delivered at closing

6. Schedule F - Capitalization Table: Pre and post-investment capitalization structure

7. Schedule G - Use of Proceeds: Detailed breakdown of intended use of investment proceeds

8. Appendix 1 - Regulatory Compliance Checklist: Checklist ensuring compliance with OJK regulations and other applicable laws

9. Appendix 2 - Required Notices and Filings: List of all required regulatory notices and filings

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions













































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Relevant Industries

Technology

Real Estate

Infrastructure

Manufacturing

Financial Services

Healthcare

Energy

Mining

Agriculture

Telecommunications

Consumer Goods

Transportation

Education

Renewable Energy

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Treasury

Risk Management

Investment Relations

Corporate Development

Executive Management

Board Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Investment Director

Finance Director

Legal Counsel

Compliance Officer

Investment Manager

Financial Controller

Board of Directors

Board of Commissioners

Investment Relations Manager

Risk Manager

Treasury Manager

Industries








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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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