Practice Focus

Corporate & Securities

 

Sub-Practice & Industry

Equity & Debt Capital Market, Corporate Governance, State-Owned Enterprises, Data Privacy, Digital Industry and Technology

 

Language

Indonesian & English

 

Awards

  • Listed in the IFLR1000 2019 as a Leading Lawyer – Highly-regarded in M&A and Capital Market.
  • Listed in the IFLR1000 2020 as a Leading Lawyer – Highly regarded in M&A and Capital Market.
  • Listed in Asialaw Leading Lawyer 2020 as a Distinguished Practitioner in Capital Market.

Ahmad Zakaria

SENIOR PARTNER

+62 21 5082 0911

zaka@umbra.law

When dealing with legal issues related to capital market and state-owned entities, the lawyers of UMBRA – Strategic Legal Solutions always refer to the wisdom of one of our Senior Partners, Ahmad Zakaria, who has spent more than a decade perfecting his knowledge and practice in such field. His primary areas of practice cover local and international public offerings of equity and debt securities (under Rule 144A/Reg S of the US Securities Act of 1933), rights offering, material and affiliated party transactions, tender offers, and corporate compliance & governance (with special focus on listed companies).

 

In addition, through countless hours of advising and assisting some of the largest stated-owned companies in Indonesia encompassing multiple industries including energy, power, infrastructure, telecommunication, maritime and finance, Ahmad has also developed an acute sense of the complexity surrounding these semi-governmental organizations that does not necessarily exist in private industries. Such experience allows him to offer strategic and practical solutions to state-owned entities while at the same time taking into account the delicate nature of state-owned enterprises business and the balancing that must be made with the interests of the government of Indonesia.

PROFILE DETAILS

Professional Affiliations

  • Member of the Association of Indonesian Advocates (PERADI).
  • Member of the Association of Capital Market Legal Consultants (HKHPM).

 

Education

  • Faculty of Law, University of Indonesia, Bachelor of Laws (SH) (2007).

 

Honors

  • Best Outstanding Student of Faculty of Law, University of Indonesia (2006).

REPRESENTATIVE DEALS

Capital Market

  • Representing PT Pertamina (Persero) (“Pertamina”) in its offering of USD10 billion Global Medium-Term Notes program (2019) (nominated as Debt Market Deal of the Year by Asian Legal Business – Thomson Reuters in 2019).
  • Representing a budget hotel chain company in its pre-Initial Public Offering restructuring and Initial Public Offering process (2019).
  • Representing PT Rajawali Nusantara Indonesia (Persero) as controlling shareholder and standby buyer in PT Phapros Tbk. right issues (2018).
  • Representing PT Natura City Developments Tbk. in its initial public offering of Rp312 billion and pre-IPO restructuring program (2018).
  • Representing a major regional bank in its pre-Initial Public Offering restructuring and Initial Public Offering process (2018).
  • Representing PT PLN (Persero) (“PLN“) in its offering of Rp20 trillion bonds and Ijarah Sukuk as part of its 2018-2020 shelf offering program (Penawaran Umum Berkelanjutan) (2018-2020) (nominated as top three finalist of Debt Market Deal of the Year by Asian Legal Business – Thomson Reuters in 2018).
  • Representing PLN in its offering of Rp2.535 trillion bonds and Rp698.5 billion Ijarah Sukuk as part of its 2016-2018 shelf offering program (Penawaran Umum Berkelanjutan) (2016-2018).
  • Representing PT BRI Syariah in its Rp1.3 Trillion initial public offering program (2018) with domestic and international offering under wrap Reg S US Securities Act.
  • Representing PT Jasa Marga (Persero) Tbk. in its proposed global IDR4 trillion bonds offering – the first global IDR bonds in Indonesia (Komodo Bonds) (2017).
  • Representing PT Waskita Beton Precast Tbk. in its Rp1 Trillion shares buy-back program (2017).
  • Representing PT Prodia Widyahusada Tbk in its Rp1.2 Trillion initial public offering. The shares were sold to Indonesian and institutional investors in United States under Rule 144A and Regulation S of the US Securities Act of 1933.
  • Representing PT Telkom (Persero) Tbk. (“Telkom”) in its US$150 million private placement of its treasury shares (2016).
  • Representing Telkom in its IDR12 trillion-continuous bonds offering (shelf registration), which would be carried out in a two-year period (2016).
  • Representing PT Bank DKI in its continuous bonds offering (shelf registration), which would be carried out in a two-year period (2016).
  • Representing PT Sentul City Tbk. in its proposed US$300 million rights issue for the purpose of acquiring new property project in Jakarta (2013-2015).
  • Representing PT Perusahaan Gas Negara (Persero) (“PGN”) in its offering of Global Medium-Term Notes Program of US$1.3 billion notes (2014).
  • Representing PT Bumi Resources Tbk. in its US$150 million rights issue as a part of its debt restructuring with China Investment Company (2013-2014).
  • Representing UBS Investment, CIMB and Morgan Stanley in the US$1.4 billion secondary global offering of PT Matahari Putra Prima Tbk. shares by CVC. MPP is one of the largest retail companies in Indonesia and this is the largest secondary offering in Indonesia involving complex deal structure (potential conflict of interest transaction and potential breach of IDX rule on daily trading price limit since the trading of MPP shares has been suspended for more than a year and the secondary offering was so successful that once opened, the shares price increases 1,000%) (2013).
  • Representing PT Express Transindo Utama, one of the largest taxi operators in Indonesia in its Initial Public Offering on the Indonesia Stock Exchange. The company was offering 795.6 million new shares and its shareholder was offering 255.68 million shares to eligible investors resident outside the Republic of Indonesia and through a public offering in Indonesia, and international market.
  • Representing Deutsche Bank AG, Hong Kong branch as the Sole Book Runner and Lead Manager in the issuance of US$365 million Senior Secured Notes by Ottawa Holdings Pte. Ltd., a wholly-owned subsidiary of PT Bhakti Investama Tbk. The notes were sold to institutional investors in United States under Rule 144A and Regulation S of the US Securities Act of 1933, and listed in Singapore Exchange Securities Trading Limited (2013).
  • Representing PT Bank Negara Indonesia (Persero) Tbk., a major state-owned bank, in its US$500 Sub-Debt issuance using Reg-S structure under US Securities Act. through its London Branch (2012).
  • Representing PLN on its second offering of USD 1 billion 30-year senior unsecured bonds as a continuation of the Global Medium-Term Notes (GMTN) Program it issued in 2011 (2012).
  • Representing PLN in the issuance of its Global Medium-Term Notes Program amounting to US$2 billion (2011).
  • Representing PT Bank Negara Indonesia (Persero) Tbk., a major state-owned bank, in its US$1.4 billion rights offering, the first to use a new structure of global offering under Rule 144A of the US Securities Act of 1933 (2010).
  • Representing Telkom in its public offering of Rp3 trillion in bonds (2010).
  • Representing PT Bakrie Sumatera Plantations Tbk. in its US$550 million rights issue and takeover of Domba Mas Group’s oleochemical and plantation companies (2009).
  • Representing PLN in its global offering of US$2 billion notes, the Indonesia’s largest corporate debt sales overseas (2009).
  • Representing PT Semen Gresik (Persero) Tbk. in its proposed global offering of US$500 million in bonds (2008).
  • Representing PT Adaro Energy Tbk. in its US$1.2 billion IPO, the largest IPO to date to take place in Indonesia (2008).
  • Representing PLN in its global offering of US$1 billion in bonds (2007).

 

State-Owned Entities Practice and Corporate Compliance

  • Representing and assisting the Ministry of State-owned Enterprises and various State-owned Companies from the financial, mining, infrastructure, housing, oil & gas, pharmaceutical and shipping industries (including but not limited to PT Hutama Karya (Persero), PT Aneka Tambang (Persero) Tbk., PT Indonesia Asahan Aluminium (Persero), PT Bukit Asam (Persero) Tbk., PT Jasa Marga (Persero) Tbk., PT Wijaya Karya (Persero) Tbk., PT Pelabuhan Indonesia (Persero), PGN, PT Danareksa (Persero), PT Waskita Karya (Persero) Tbk., PT Adhi Karya (Persero) Tbk., PT Pembangunan Perumahan (Persero) Tbk., PT Kimia Farma (Persero) Tbk., PT Indofarma (Persero) , PT Bio Farma (Persero), and PT Perusahaan Pengelola Aset (Persero)) for the proposed establishment of Indonesian State-Owned Holding Company (BUMN Holding Project) which will create the largest state-owned holding companies in Indonesia (ongoing).
  • Representing PT Perusahaan Gas Negara Tbk for the establishment of State-Owned Holding Company for Oil & Gas (2018) (nominated as M&A Deal of the Year by Asian Legal Business – Thomson Reuters in 2018).
  • Representing PT Jasa Marga (Persero) Tbk during its finalization of the financing process for High-Speed Rail Project Jakarta-Bandung (Proyek Kereta Cepat Jakarta-Bandung) with China Development Bank (2018).
  • Advising PT Hutama Karya (Persero) on various corporate compliance and governance matters (ongoing, 2018-2019).
  • Advising PT Jasa Marga (Persero) Tbk on various corporate compliance and governance matters (ongoing, 2015-2017).
  • Advising PT Waskita Karya (Persero) Tbk on various corporate compliance and governance matters (ongoing, 2015-2017).
  • Advising PT Aneka Tambang (Persero) Tbk on various corporate compliance and governance matters (ongoing, 2015-2017).
  • Advising PT Bukit Asam (Persero) Tbk on various corporate compliance and governance matters (ongoing, 2015-2017).
  • Advising PT Timah (Persero) Tbk on various corporate compliance and governance matters (ongoing, 2015-2017).
  • Advising PT Wijaya Karya (Persero) Tbk on various corporate compliance and governance matters (ongoing, 2015-2017).
  • Advising PT Indonesia Asahan Aluminium (Persero) on various corporate compliance and governance matters (ongoing, 2015-2017).
  • Advising PT Indonesia Power on various corporate compliance and governance matters (ongoing, 2011-2017).
  • Advising PT Saka Indonesia (“Saka”), a major subsidiary of PT Perusahaan Gas Negara (Persero) Tbk. on various corporate compliance and governance matters (ongoing, 2011-2017).
  • Advising Telkom on various corporate compliance and governance matters (ongoing, 2008-2017).
  • Advising PLN on various corporate compliance and governance matters (ongoing, 2008-2018).
  • Advising PGN on various corporate compliance and governance matters (ongoing, 2008-2018).
  • Advising PT Bank Negara Indonesia Tbk. on various corporate compliance and governance matters (ongoing, 2009-2017).

 

M&A

  • Representing PT Perusahaan Gas Negara Tbk in its proposed US$2.8 billion acquisition of PT Pertamina Gas (a subsidiary of PT Pertamina (Persero)) (2018) (nominated as M&A Deal of the Year by Asian Legal Business – Thomson Reuters in 2018).
  • Representing a listed pharmacy company in its proposed US$35 million acquisition of one of the oldest Indonesian pharmacy companies (ongoing).
  • Representing a major ride-hailing app company in its proposed US$50 million acquisition of an Indonesian listed company (ongoing).
  • Representing PT Surya Citra Media Tbk. in its merger with PT Indosiar Karya Media Tbk. under the challenging Indonesian private broadcasting regulatory environment, creating the second largest broadcasting company in Indonesia (2013).
  • Representing PT Elang Mahkota Teknologi Tbk. in the takeover of PT Indosiar Karya Media Tbk. under the complex Indonesian broadcasting regulations (2010-2011).

 

Corporate and Debt Restructuring

  • Representing PT Indonesia Power in its proposed corporate restructuring of its geothermal subsidiary company, involving freezing out its current partner that has failed to satisfy its funding commitment and finding new prospective investors (2015-2016).
  • Representing PT Bumi Resources Tbk. in its US$1.1 billion debt restructuring with China Investment Company involving rights offering and acquisition of majority stakes in PT Kaltim Prima Coal by China Investment Company (2013-2015).
  • Representing PLN in the joint venture arrangement with Alstom Group as a part of debt restructuring program of PT PAL (Persero), involving settlement of debt with shares in PT Alstom Indonesia (2012-2013).

PUBLIC SPEAKING & ACADEMIC ACTIVITIES

  • Speaker in Indonesia IT Security Conference (IDSECCONF) 2019 on “Data Privacy: Regulation and Practical Perspective in Indonesia” (March 2019).
  • Speaker in legal discussion on “Protection of Data Privacy and Its Legal Impact” by PT XL Axiata Tbk. (October 2018).
  • Speaker in legal discussion on “Data Privacy: Regulation and Practical Perspective in Indonesia” by PT Telekomunikasi Indonesia (Persero) (July 2018).
  • Speaker in legal discussion on “Data Privacy: Regulation and Practical Perspective” by PopLegal Indonesia (April 2018).
  • Speaker in legal workshop on “The Establishment of BUMN Holding from Capital Market Perspective” by Days of Law Career (DOLC) 2019 (February 2019).
  • Speaker in workshop on “Global Bonds Training” by PT Pertamina (Persero) (September 2019).