The Subscription Agreement Private Placement is a crucial document used in Indonesian private capital markets for documenting securities subscriptions outside of public offerings. It is typically used when companies seek to raise capital from a select group of investors without making a public offering, requiring compliance with OJK Regulation No. 30/POJK.04/2019 and related Indonesian securities laws. The agreement covers essential elements including subscription terms, investor qualifications, regulatory compliance, and corporate approvals. It's particularly important in the Indonesian context due to specific regulatory requirements regarding private placements, foreign investment restrictions, and corporate governance requirements. The document serves as both a legal record of the investment and a compliance tool ensuring adherence to Indonesian securities regulations.
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1. Parties: Identification of the Issuer and the Subscriber
2. Background: Context of the private placement, including brief description of the securities being offered
3. Definitions: Key terms used throughout the agreement
4. Subscription and Issuance: Details of the securities being subscribed for, including quantity, price, and class
5. Payment Terms: Terms and method of payment, including payment schedule and bank details
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion: Process and requirements for completing the subscription
8. Representations and Warranties: Standard representations from both Issuer and Subscriber
9. Subscriber Acknowledgments: Specific acknowledgments regarding private placement status and investment risks
10. Issuer Covenants: Ongoing obligations of the Issuer
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Indonesian law and jurisdiction
14. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability
1. Foreign Investment Provisions: Required when subscriber is a foreign entity, addressing Indonesian foreign investment restrictions
2. Tag-Along Rights: Optional protection for minority investors to join in sale of majority stake
3. Pre-emptive Rights: Rights of existing shareholders in future share issuances
4. Board Appointment Rights: Rights to appoint directors/commissioners based on subscription size
5. Anti-Dilution Protection: Protection against future dilutive share issuances
6. Registration Rights: Rights regarding future public offerings
7. Currency Conversion: Required when payment is made in foreign currency
8. Shareholder Approval Process: Required when subscription triggers shareholder approval requirements
1. Subscription Details: Detailed breakdown of securities being subscribed for, including price and quantity
2. Form of Payment Confirmation: Template for confirming receipt of subscription funds
3. Corporate Documents: List of Issuer's corporate documents including certificates and licenses
4. Completion Checklist: List of documents and actions required for completion
5. Form of Share Certificate: Template of share certificate to be issued
6. Disclosure Schedule: Exceptions to representations and warranties
7. Required Regulatory Approvals: List of required OJK and other regulatory approvals
8. Shareholder Resolution: Form of shareholder resolution approving the subscription
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