Bono Daru Adji

Bono Daru Adji

Bono graduated with a bachelor of law degree from Trisakti University in Jakarta in 1993, before going on to obtain an LL.M from Monash University, Melbourne, Australia, in 1995. He has been practicing law in Indonesia since 1997, focusing on capital markets, mergers and acquisitions and foreign direct investment.

After spending his time at another of Jakarta’s premier law firms, Bono joined Assegaf Hamzah in 2002, where he quickly developed a reputation for being at the cutting edge of Indonesian commercial law.

Qualifications

  • Capital Markets and Corporate, Banking & Finance, M & A.

Experience

In the banking and finance arena, Bono earned his spurs the hard way during the 1997/98 Asian financial crisis. Among the significant mandates he worked on at that time were advising Bank Danamon and the Indonesian Bank Restructuring Agency (IBRA) on the merging of 9 major domestic banks that were in danger of collapsing.

In his capital-markets practice, Bono has been intimately involved in a long list of high-profile public offerings, most recently those of PT Garuda Indonesia Tbk, PT Berau Coal Energy Tbk, PT Tower Bersama Infrastructure Tbk, PT Bank Tabungan Negara (Persero) Tbk, PT Elnusa Tbk and PT Bank Tabungan Pensiunan Nasional Tbk. He also played a leading role in bond issuances by PT Indosat Tbk and an Islamic bond issuance by PT Indosat Tbk.

In the M&A arena, Bono represented PT Recapital Advisors in its acquisition of a 99% stake in PT Bank Tabungan Pensiunan Nasional and a 90% stake in PT Berau Coal, Rabobank Netherlands in its acquisition of PT Bank Haga and PT Bank Hagakita (and the central bank’s related fit-and-proper test process), Telenor in its proposed acquisition of a major telecommunications company in Indonesia, PT Excelcomindo Pratama Tbk in its proposed disposal of telecommunications towers, and the Coca Cola Company in its acquisition of PT Ades Waters Indonesia. Recently he represented shareholders in the sale of shares of PT Bank Himpunan Saudara 1906 Tbk. and PT Bank Mestika Dharma.

Meanwhile, in debt restructuring, Bono represented ING as financial adviser in an exchange offer for USD Notes issued by PT Davomas Abadi Tbk and Baring Private Capital Asia on its acquisition of a 41.65 percent stake in PT Cardig Air Services from PT Menara Nusantara through a call option

Memberships / Directorships

  • A member of the Indonesian Bar Association (Peradi);
  • A member of the Standard Committee (Dewan Standar) of the Indonesian Capital Market Legal Consultants Association (HKHPM); and
  • A member Aviation Law Society (Masyarakat Hukum Udara).

Professional Certification

  • Advocate/Practice License No. 07.10240

Publications

  • Bono is recommended for capital markets and corporate / M&A by the 2011 edition of AsiaLaw Profiles, while Chambers Asia names him a “Leading Individual” and quotes a client lauding him as someone “who really knows his stuff on capital markets,” and another client refers to him as “a go-to person" in Corporate/M&A. Meanwhile, Legal500 commends Bono for his “excellent capital markets knowledge.”

 International Recognition

  • Named Chambers Asia Pacific (2013 Ed.) Band 1 Lawyer in Capital Markets and Band 2 Lawyer in Corporate M&A and Telecommunications
  • Recognized by the Legal 500 as “Recommended Lawyer” in Banking & Finance, Corporate/M&A and Capital Markets, 2009/2010, 2010/2011 and 2011/2012
  • Recognized by the Chambers Asia Pacific “Leading Individual” in Capital Markets, Corporate/M&A, and Telecommunication
  • Named “Notable Practitioner” in Telecommunications by Chambers Asia Pacific (one of only six in all Indonesia)
  • Recognized as a “Leading Lawyer” in Capital Markets, M&A, Banking, and Restructuring & Insolvency by the 2013 Edition of International Financial Law Review (IFLR)

Accolades

  • IFLR 1000 "Leading Lawyer" in Financial & Corporate, Banking, Capital Markets, Energy and infrastructure, and M&A (2016)
  • Listed as "Leader in his Field" by Chambers Asia Pacific in Capital Markets and Corporate / M&A (2016)
  • Chambers Asia Pacific 2015 "Notable Practitioner" in Telecommunications
  • Named "Leading Individual" in Capital Markets by Legal 500 (2016)

Transaction Experiences

Capital Markets

  • Acted as Indonesian legal adviser to PT Medco Energi Internasional Tbk in the issuance of the Shelf-Registered IDR Bonds II Tranche I - IV of PT Medco Energi Internasional Tbk listed in the Indonesian Stock Exchange. The bonds raised IDR 3,888,000,000,000.
  • Acted as Indonesian legal adviser to PT Duta Intidaya Tbk in the Initial Public Offering of PT Duta Intidaya Tbk listed in the Indonesian Stock Exchange. The IPO raised IDR 86,047,380,000.
  • Acted as Indonesian legal adviser to PT Nusantara Pelabuhan Handal Tbk in the Initial Public Offering of PT Nusantara Pelabuhan Handal Tbk listed in the Indonesian Stock Exchange. The IPO raised IDR 308,619,083,500.
  • Acted as Indonesian legal adviser to PT Tower Bersama Infrastructure Tbk in the issuance of the Shelf-Registered IDR Bonds II Tranche I of PT Tower Bersama Infrastructure Tbk listed in the Indonesian Stock Exchange. The bonds raised IDR 230,000,000,000.
  • Acted as legal adviser to PT XL Axiata Tbk in the Issuance of Tranche II Sukuk of the IDR 5.0 Trillion Sukuk Programme of (Sukuk Programme) Amounting to IDR 2.18 Trillion (2017).

Corporate and Mergers & Acquisition

  • Acted as the legal counsel of several local investors in relation to the proposed acquisition of majority shares of PT Golden Retailindo Tbk, an Indonesian listed company engages in the retail industry. The acquisition triggers a mandatory take offer which has been successfully complete by one of the local investors, as the leading investor. Upon the completion of the acquisition, GOLD was converted into a holding company and injected with a telco infrastructure provide company, namely PT Permata Karya Perdana.
  • Acted as the Indonesian legal counsel of a Singapore-based investment firm in the proposed joint venture with one of the Indonesian prominent property company. The proposed joint ventures was established by way of the acquisition of majority shares via the subscription of new shares in the proposed joint venture company.
  • Counsel to PT XL Axiata Tbk (XL) on the sale of its telecommunications tower business to PT Solusi Tunas Pratama Tbk for a consideration of approximately USD 577 million. The sale was conducted by way of a tender that drew a number of high profile bidders, including the top 3 Indonesian tower operators. AHP was the sole legal adviser to XL, and coordinated with more than 10 separate counsel and advisers to the bidders during the course of the tender process.
  • Represented selling shareholders in the sale of stake of PT Travira Air, a scheduled airlines in Indonesia.
  • Represented PT XL Axiata Tbk, in its sale of 3,500 telecommunication towers through a tender process.

Joint Venture

  • Acted as Indonesian legal counsel of an investment company based in Singapore in its proposed joint venture compay with one of prominent property companies in Indonesia. Joint venture company acquisition was performed by way of taking part in majority shares in such joint venture company.
  • Represented PT Equator Capital Partners in establishing a joint venture company engaging in identification devices.
  • Represented in PT Sigmantara Alfindo in drafting Shareholders Agreement between PT Alfa Retailindo and PT Sumber Alfaria Trijaya (2006)
  • Represented PT Coca Cola Indonesia in drafting Shareholders Agreement between Nestle SA and The Coca Cola Company (2004) 

Rights Issue

  • Represented in PT Graha Layar Prima Tbk in capital injection by way of Rights Issue in the amount of Rp. 650 billion.
  • Represented PT XL Axiata Tbk in capital injection by way of Rights issue with the issuance of 2,137,592,085 new shares.
  • Represented PT Garuda Indonesia (Persero) Tbk in offering of 3,227,930,633 new shares through the issuance of Rights Issue in Indonesia in accordance with Bapepam-LK regulation No. IX.D.1.
  • Represented PT Surya Esa Perkasa Tbk in the offering of 100,000,000 new shares through capital increase without Rights Issue in accordance with Bapepam-LK regulation No. IX.D.4.
  • Represented PT Bank Tabungan Negara (Persero) Tbk in the offering of 1,512,858,200 new shares through Rights Issue in Indonesia in accordance with Bapepam-LK regulation and outside Indonesia in accordance with Regulation S.

Initial Public Offering (IPO) and Rights Issue

  • Represented PT Garuda Indonesia (Persero) Tbk in Initial Public Offering.
  • Represented PT Tower Bersama Infrastructure Tbk in Initial Public Offering (2010).
  • Represented PT Berau Coal Energy Tbk in Initial Public Offering at Indonesian Stock Exchange an share offering through the provision of 144A.
  • Represented PT Bank Tabungan Negara (Persero) in Initial Public Offering.
  • Represented Underwriter and Joint Bookrunner in the process of Initial Public Offering of PT Indika Energi Tbk. 

Issuance of Bond Emission and Medium Term Notes (MTN)

  • Represented PT Medco Energy Internasional Tbk in the framework of Bond General Offering of Energi Internasional III of 2012.
  • Represented PT Berau Coal in the issuance of offshore bonds.
  • Represented PT Indosat Tbk in the issuance of mudharabah sharia bonds (2002).
  • Represented International Underwriter in the issuance of guaranteed notes by Indosat Finance Company BV by virtue of Regulation S and Rule 144 A.
  • Represented PT Indosat Tbk in the issuance of sharia ijarah bonds and bonds with fixed interest rate (2003).

Merger and Acquisition

  • Represented PT Sigmantara Alfindo in acquisition process of shares in PT Sumber Alfaria Trijaya and PT Alfa Retailindo (2006)
  • Represented Rabobank in acquisition of shares of holding company PT Bank Haga and PT Bank Hagakita (2006).
  • Represented PT AdeS Waters Indonesia in merger process with its subsidiary (2006).
  • Represented DIC Graphics, PT Coates Indonesia and PT DIC Indonesia in a merger process (2005).
  • Represented investors in the acquisition process of PT Bank Tabungan Pensiunan Nasional Tbk. (2005).

Technology, Media & Telecommunications, including IT, E-Commerce and Online-based Industries

  • Counsel to PT Investree Radhika Jaya in respect of its peer-to-peer lending.
  • Counsel to Indonesian online retailer PT Tokopedia in respect of its sale of shares to private equity investors as part of its latest fund-raising round, which successfully raised approximately USD 115,000,000.
  • Advised PT Guvera Indonesia (“Guvera”) on a proposed joint venture between Guvera and its business partner in respect of the establishment a new joint venture company engaged in web portal business;
  • Advised Uber BV in various corporate matters in Indonesia, such as establishment of cooperative and regulatory on ride-sharing business in Indonesia.
  • Advised PT Bank Mandiri (Persero) Tbk on a proposed joint venture between Bank Mandiri and a foreign payment system company in respect of the establishment a new joint venture company engaging in end-to-end acquiring services for relevant customers in Indonesia.

General Counsel

  • General Counsel for PT Indosat.
  • Legal Counsel for PT Garuda Indonesia.