The Private Placement Agent Agreement is a crucial document used when a company (issuer) in Indonesia seeks to raise capital through private placement of securities and needs to engage a professional placement agent. This agreement is essential for compliance with Indonesian Capital Market Law (Law No. 8 of 1995) and various OJK regulations, particularly OJK Regulation No. 30/POJK.04/2019 concerning private placements. The document outlines the placement agent's authority to market securities to qualified investors, details the scope of services, establishes fee structures, and allocates responsibilities and risks between parties. It includes specific provisions for regulatory compliance, marketing restrictions, and investor targeting, while incorporating necessary safeguards for both the issuer and the placement agent under Indonesian law.
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1. Parties: Identification of the Issuer and the Placement Agent, including their complete legal names, registration numbers, and addresses
2. Background: Context of the agreement, including the Issuer's intention to conduct private placement and appointment of the Placement Agent
3. Definitions: Detailed definitions of terms used throughout the agreement, including regulatory terms specific to Indonesian capital markets
4. Appointment and Scope of Services: Formal appointment of the Placement Agent and detailed description of services to be provided
5. Rights and Obligations of the Placement Agent: Detailed responsibilities of the Placement Agent, including compliance with OJK regulations and marketing restrictions
6. Rights and Obligations of the Issuer: Issuer's responsibilities, including provision of information and cooperation with the Placement Agent
7. Representations and Warranties: Standard and specific representations from both parties, including regulatory compliance and authority to enter into the agreement
8. Fees and Expenses: Detailed fee structure, payment terms, and allocation of expenses
9. Confidentiality: Obligations regarding confidential information and permitted disclosures
10. Term and Termination: Duration of the agreement and circumstances under which it may be terminated
11. Indemnification: Mutual indemnification provisions and liability limitations
12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
13. Notices: Communication procedures and contact details for official notices
14. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability
1. Marketing and Distribution Plan: Detailed marketing strategy and distribution procedures - include when specific marketing arrangements need to be contractually defined
2. Due Diligence Process: Specific procedures for conducting due diligence - include for complex offerings or when detailed due diligence procedures need to be outlined
3. Force Majeure: Specific provisions for unforeseen circumstances - include when additional force majeure events beyond standard provisions need to be addressed
4. Anti-Money Laundering Compliance: Detailed AML procedures - include when dealing with high-risk sectors or cross-border elements
5. Digital Marketing Provisions: Rules for online marketing and digital communications - include when digital marketing is a significant component
6. Multiple Placement Agents: Provisions for coordination among multiple agents - include when more than one placement agent is involved
7. Foreign Investment Provisions: Special provisions for foreign investors - include when targeting international investors
1. Schedule A - Fee Structure: Detailed breakdown of fees, commissions, and payment schedules
2. Schedule B - Securities Description: Detailed description of the securities being offered
3. Schedule C - Target Investor Profile: Description of qualified investors and target market
4. Schedule D - Marketing Materials: List of approved marketing materials and usage guidelines
5. Schedule E - Due Diligence Checklist: Comprehensive list of required due diligence items
6. Schedule F - Compliance Procedures: Detailed compliance procedures and checklists
7. Appendix 1 - Required Disclosures: Standard disclosures required under Indonesian regulations
8. Appendix 2 - Power of Attorney: Standard form of power of attorney if required
9. Appendix 3 - Contact Details: Complete contact information for key personnel and teams
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Investment Banking
Securities and Capital Markets
Corporate Finance
Private Equity
Asset Management
Real Estate Development
Infrastructure
Technology
Manufacturing
Energy
Mining
Healthcare
Telecommunications
Relevant Teams
Legal
Finance
Compliance
Corporate Development
Treasury
Risk Management
Investment Relations
Corporate Secretariat
Business Development
Capital Markets
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Compliance Officer
Investment Banker
Private Placement Specialist
Corporate Finance Manager
Business Development Director
Investment Relations Manager
Corporate Secretary
Risk Manager
Treasury Manager
Financial Controller
Capital Markets Director
Securities Lawyer
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