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A Placement Agreement sets out the terms when a company offers its shares or securities to investors through a public offering in Indonesia. This contract defines how investment banks and securities firms will help sell these shares to the public, including their fees, responsibilities, and the timeline for the offering.

Under OJK regulations, these agreements must clearly state the underwriting commitments, pricing mechanisms, and distribution methods. They play a crucial role in Indonesia's capital markets by protecting both issuers and investors, while ensuring the offering process follows proper procedures under Law No. 8 of 1995 on Capital Markets.

Companies need a Placement Agreement when raising capital through a public offering in Indonesia's markets. This becomes essential once your board has approved an IPO or secondary offering and you're ready to engage investment banks to handle the share distribution. The agreement protects your interests during this critical phase of fundraising.

Getting this agreement in place early helps coordinate multiple underwriters, establish clear marketing strategies, and meet OJK compliance requirements. It's particularly important when dealing with complex offerings involving multiple tranches or when targeting both domestic and international investors through Indonesia's dual-listing framework.

• Best-Efforts Placement: Most common in Indonesia's mid-market offerings. Investment banks commit to their best effort in selling shares but don't guarantee full placement.
• Firm Commitment: Used in larger IPOs where underwriters guarantee the entire offering, taking on more risk but providing certainty to the issuer.
• Standby Agreement: Popular for rights issues, where underwriters agree to purchase any unsubscribed shares after the offering period.
• Syndicated Placement: Involves multiple investment banks coordinating under OJK regulations, typically for large-scale offerings requiring broader distribution networks.

• Issuing Companies: Corporations planning to offer shares or securities through Indonesia's capital markets, who need to define the terms of distribution.
• Investment Banks: Lead underwriters who manage the placement process, coordinate marketing efforts, and ensure compliance with OJK regulations.
• Legal Counsel: Both external and in-house lawyers who draft and review the Placement Agreement to protect their clients' interests.
• OJK Officials: Regulators who review these agreements to ensure they meet capital market requirements and protect investor interests.
• Securities Firms: Local brokers and dealers who participate in the distribution network for the offering.

• Company Details: Gather board resolutions approving the offering, financial statements, and corporate documents required by OJK.
• Offering Structure: Define the size, price range, and type of securities being offered through Indonesian capital markets.
• Underwriter Information: Collect credentials, distribution capabilities, and fee structures from participating investment banks.
• Timeline Planning: Map out key dates for regulatory filings, marketing periods, and closing requirements.
• Risk Assessment: Document market conditions, company-specific factors, and regulatory considerations affecting the placement.
• Compliance Review: Our platform ensures your agreement meets all OJK requirements while maintaining clarity and enforceability.

• Parties and Roles: Full legal names of the issuer, underwriters, and any participating securities firms.
• Offering Details: Precise description of securities, quantity, price range, and distribution method.
• Underwriting Terms: Commission structure, commitment level (firm/best-efforts), and allocation procedures.
• Representations: Issuer's warranties about financial condition and compliance with OJK regulations.
• Risk Allocation: Clear indemnification provisions and liability limitations under Indonesian law.
• Closing Conditions: Specific requirements for completing the placement, including regulatory approvals.
• Termination Rights: Circumstances allowing parties to exit, including force majeure events.

A Placement Agreement differs significantly from a Bond Issuance Agreement in several key aspects, though both are used in Indonesia's capital markets. While both deal with securities offerings, their scope and application vary considerably.

• Underlying Securities: Placement Agreements typically handle equity securities like shares, while Bond Issuance Agreements specifically deal with debt instruments.
• Distribution Method: Placement Agreements focus on coordinating multiple underwriters for public offerings, whereas Bond Issuance Agreements often involve more direct institutional placements.
• Regulatory Framework: Placement Agreements follow OJK's equity offering guidelines, while Bond Issuance Agreements must comply with specific debt market regulations.
• Risk Structure: Placement Agreements emphasize market risk and distribution commitments, while Bond Issuance Agreements focus on credit risk and repayment terms.