Bono Daru Adji

Lawyers

 

Recognized as a "Leader in his Field" by Chambers Asia Pacific in Capital Markets and Corporate / M&A (2016), and listed as a "Notable Practitioner" in Telecommunications by Chambers Asia Pacific in 2015, Bono, who is AHP's managing partner, has been practicing law in Indonesia since 1997.

With a law degree from Trisakti University and an LL.M from Monash University, Melbourne, he focuses his practice on M&A, debt and equity capital market deals, and FDI, and has represent a long list of blue-chip foreign and domestic investors down the years.

He is also recognized for his expertise in Banking & Finance, having earned his spurs as a young lawyer in the chaos that followed the virtual collapse of the Indonesian economy in the wake of 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 nine major domestic banks that were in danger of imminent collapse.

Memberships / Directorships

  • Indonesian Bar Association (Peradi)
  • Board of Standards of the Indonesian Association of Capital Market Legal Consultants (HKHPM)
  • Aviation Law Society (Masyarakat Hukum Udara)

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)

Experience

The following is a representative sample of the deals in which Bono has acted as lead partner in the last five years:

Capital Market Deals
  • Acted as independent Indonesian legal adviser to PT XL Axiata Tbk in connection with its 2016 USD 500 million Increase of Capital with Pre-emptive Rights through a Rights Offering Mechanism. The securities were offered under Rule 144A and Regulation S of the United States Securities Act.
  • Represented PT Tower Bersama Infrastructure Tbk in relation to the issuance of its 2016 IDR 230 billion bond.
  • Advised PT PT Graha Layar Prima Tbk on its 2016 capital increase that raised approx. IDR 650 billion.
  • Acted for PT Amanda Cipta Persada, PT Mulia Sukses Mandiri, PT Karya Generasi Gemilang, PT Lancar Distrindo, PT Sukses Prima Sakti and Jonathan Chang (the "Clients") in relation to the purchase of a 90% stake in PT Golden Retailindo Tbk from the Sellers. AHP also acted as counsel to PT Amanda Cipta Persada, the new controller of PT Golden Retailindo Tbk, in the conducting of a Mandatory Tender Offer for the remaining 10% of the shares of PT Golden Retailindo Tbk in accordance with Capital Markets Rule No. IX.H.1.
  • We Advised PT Duta Intidaya Tbk on its IDR 86 billion IPO in Indonesia.
  • Advised PT Medco Energi Internasional Tbk on its 2016 IDR 1.5 trillion Shelf Offering.
  • Counsel to PT Indonesia Infrastructure Finance in relation to its IDR 1.5 trillion Indonesia Infrastructure Finance Bond I 2016.
  • Assisted Represented PT Merdeka Copper Gold Tbk in its IDR 839,300,000,000 IPO in Indonesia, conducted pursuant to the Indonesian Financial Services Authority (OJK) rules. The company is the first pre-operational mining company to list on the Indonesia Stock Exchange in accordance with the recently enacted Stock Exchange Regulation I.A-1.
  • Represented PT Mega Manunggal Property, a property developer focused on providing high quality office and warehousing space, in its IDR 1 billion IPO.
  • Advised PT Saratoga Investama Sedaya Tbk (SIS) on the issuance of USD 100,000,000 3.00% Guaranteed Exchangeable Bonds due 2020 by Delta Investment Horizon International Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"). The Issuer's obligations under the Bonds are unconditionally and irrevocably guaranteed by SIS pursuant to the terms of the Trust Deed.
  • Represented PT XL Axiata Tbk (the "Company") in the issuance of Tranche I of its 2015 Sukuk Ijarah Program 2015 amounting to IDR 1.5 trillion ("Sukuk Ijarah") as part of the Company's Shelf Registration Sukuk Program, which amounts to IDR 5 trillion.
  • Counsel to PT Tower Bersama Infrastructure Tbk (the "Company") in relation to the issuance of Notes through TBG Global Pte. Ltd., a wholly owned subsidiary of the Company, in the principal amount of USD 350,000,000, with a coupon of 5.25% and a tenor of 5 years. The notes were offered to non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the US Securities Act. The bonds are listed on the Singapore Exchange.
  • Represented PT Graha Layar Prima Tbk in its USD 17,210,701 offering of 74,410,400 new shares in Indonesia by way of an IPO pursuant to Indonesian capital market rules. PT Graha Layar Prima Tbk is one of the leading movie theater operators in Indonesia and the first to have its shares listed on the Indonesia Stock Exchange.
  • Representing PT Medco Energi in relation to the issuance of Notes with a principal amount of IDR 1 trillion. The notes were offered through a private placement in Indonesia.
  • Advised PT Saratoga Investama Sedaya Tbk on its issuance of Notes in the principal amount of IDR 725,000,000,000. The notes were offered through private placement in Indonesia.
  • Represented PT Saratoga Investama Sedaya Tbk in its IDR 1.49 trillion (USD 144,530,000) Initial Public Offering on the Indonesian Stock Exchange, the first ever by an Indonesian private equity house.
  • Represented automotive distributor PT Mitra Pinasthika Mustika Tbk in its offering of 970,000,000 new shares in Indonesia by way of an initial public offering pursuant to Bapepam-LK rules, and outside Indonesia in reliance on Regulation S/Rule 144A. The IPO raised IDR 1.455 trillion (USD 141,135,000).
  • AHP acted as counsel to Garuda Indonesia in relation to its 2013 Shelf Offering of a total aggregate amount of IDR 4 trillion, with Tranche I amounting to IDR 2 trillion.
  • Represented Garuda Indonesia in its 2013 Rp 1.5 trillion (USD 132 million) rights issue.
  • Acted for parent guarantor and issuer in issuance of USD 300 million of senior unsecured notes by wholly owned subsidiary of PT Tower Bersama Infrastructure Tbk. The notes are listed on the Singapore Stock Exchange
  • Represented Provident Agro in relation to its IDR 887.04 billion (approx. USD 78 million) rights issue.
  • AHP acted as counsel to the Issuer in relation to Tranche II of the Medco Energi Internasional 2012 Shelf Offering with total principal amount of IDR 4.5 trillion. The total size of Tranche II was IDR 1.5 trillion.
  • Advised Berau Capital Resources Pte. Ltd. and PT Berau Coal Energy Tbk on its issuance of USD 500 million in 7.5% Guaranteed Senior Secured Notes Due 2017, listed on the Singapore Exchange.
  • Advising and representing PT Bank Tabungan Negara (Persero) Tbk on its USD 192.5 million rights issue.
  • Assisting Bekasi Fajar in pre-IPO restructuring and USD 31 million IPO (including full due diligence on the company and its subsidiaries, and submission of filings to the Indonesian Financial Services Authority (OJK).
  • Advised Garuda Indonesia on its USD 382.8 million global offering of 6,335,738,000 shares in reliance on Rule 144A/Reg. S. This was the first IPO by an Indonesian airline. Garuda is also Indonesia's national flag carrier.
M&A Deals
  • Advised PT Provident Agro Tbk on the sale of 4 of its plantation subsidiaries to PT Galanggang Maju Bersama and PT Mandhala Cipta Purnama for a total consideration of IDR 2.6 trillion (USD 200 million). Our scope of work included (i) reviewing the transaction documents; (ii) assisting Client and its subsidiaries with the negotiation process; (iii) reviewing conditions precedent; (iv) advising Client on the overall divestment structure; and (v) assisting Client with the conducting of its EGM and in securing approval for the transactions from the Financial Services Authority (OJK).
  • Acted for PT Amanda Cipta Persada, PT Mulia Sukses Mandiri, PT Karya Generasi Gemilang, PT Lancar Distrindo, PT Sukses Prima Sakti and Jonathan Chang (the "Clients") in relation to the purchase of a 90% stake in PT Golden Retailindo Tbk from the Sellers. AHP also acted as counsel to PT Amanda Cipta Persada, the new controller of PT Golden Retailindo Tbk, in the conducting of a Mandatory Tender Offer for the remaining 10% of the shares of PT Golden Retailindo Tbk in accordance with Capital Markets Rule No. IX.H.1.
  • CONFIDENTIAL-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 an air-charter company on the sale of a 30 percent stake to a private equity company for USD 67.5 million. Our mandate included pre-sale internal restructuring and complex negotiations on the deal structure in order to comply with the "single majority" requirement for air transportation companies. (identities of parties confidential)
  • Represented PT Saratoga Investama Tbk in relation to its proposed purchase of the shares of PT Rajawali Corpora in PT Express Transindo Utama Tbk, a major Indonesian taxi operator.
  • Advised a PRC-based private equity firm on the Indonesian aspects of its investment in a Singapore-based technology company with subsidiaries across Southeast Asia. (identities of parties confidential).
  • Acted for a Malaysia-based private healthcare provider in relation to the Indonesian aspects of its investment in another Malaysia-based company with subsidiaries in Indonesia. (identities of parties confidential).
  • Advised a telecommunications infrastructure company on its participation in a tender for the sale of a package of telecommunications towers by a leading telecommunications provider. (identities of parties confidential)
  • 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.
  • Advised a Singapore-based private equity fund on its acquisition of an Indonesian paint manufacturer and Indonesian paint distribution firm (identities of parties confidential)
  • Represented a PRC sovereign investment company in its USD 60,000,000 investment in a leading telecoms tower operator in Indonesia.
  • Advised Client on the acquisition of 90% of the share capital of PT Perusahaan Bongkar Muat Adi Purusa (the "Company") from private individuals ("Sellers"). The company was established in 1986 and engages in stevedoring. It is one of only a small number of stevedoring companies holding 20-year concessions to conduct business at Tanjung Priok Port, Indonesia's biggest international seaport. AHP roles were (1) to conduct full due diligence on the company; (2) prepare transaction documents (CSPA, SHA, deed of shares transfer, etc); (3) negotiate terms of transaction documents with Sellers;
  • Advised Client on the acquisition of 40% of the share capital of PT Parvi Indah Persada from a private individual. Parvi is a company established under Indonesia's FDI regime that engages in the sale, repair, maintenance, and management of port equipment. AHP roles were to (1) conduct full due diligence on the company; (2) prepare transaction documents (CSPA, SHA, deed of shares transfer, etc); (3) negotiate terms of transaction documents with Sellers;
  • Assisting Garuda in acquiring 456,960 shares of PT Gapura Angkasa (an airport services and charter flight provider) from by PT Angkasa Pura I (Persero) (state-owned airports operator). Our department was to assist Garuda in preparing sale and purchase agreement and disclosures to the public and the Financial Services Authority (OJK).
  • Counsel to XL in its purchase of 100% of the share capital of AXIS from Teleglobal Investments BV, a 100%-owned subsidiary of Saudi Telecom Company (STC), which acted as guarantor, for a consideration of USD 865,000,000. Following the transaction, Axis was merged with XL.
  • Advised PT Amanda Cipta Persada on the sale of a 30% stake in major Indonesian convenience store operator PT Midi Utama Indonesia Tbk to Japan-based retailer Lawson Asia Holding Pte Ltd. AHP represented the selling shareholder in the negotiations on the Share Purchase Agreement, Master License Agreement and Cooperation Agreement with Lawson.
  • Represented PT HD Corpora in respect of the purchase of 45% of the share capital (controlling interest) of its subsidiary PT HD Finance Tbk by PT Tiara Marga Trakindo from PT HD Corpora and Wealth Paradise Holdings Ltd for Rp 208.13 billion.
  • Advised selling shareholders on sale of their shares in Indonesia-based Bank Saudara to a South Korean bank and its Indonesian subsidiary for a consideration of USD 65 million.

 

AREAS OF PRACTICE

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    Capital Markets

    As a full-service firm, we do a broad range of transactions covering the entire spectrum. Many are high profile and cement our position as a top-tier firm, including global equity offerings in reliance on Reg. S/Rule 144A, private placements, rights issues and other share-related offerings, such as convertible and exchangeable bonds. We also frequently advise on foreign offerings by issuers having significant interests in Indonesia, bond issuances under global offering rules, mergers, acquisitions, combinations of acquisitions and IPOs, consent solicitations and exchange offers of debt instruments listed on the Indonesia Stock Exchange or offshore. more »

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    Banking & Finance

    We are a leading force in the Indonesian banking & finance sector, advising on all manner of structured financing transactions, from simple secured or unsecured bilateral lending to multifaceted and complex credit facilities. We handle syndicated, club and bilateral loan documentation; project finance; property finance; acquisition finance; securitization and structured finance; regulatory and compliance issues; banking documentation and legal due diligence reporting. more »

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    General Corporate/M&A

    Our General Corporate/M&A practice provides advice on corporate governance, compliance, negotiating and drafting agreements, transaction structure, management and succession, legal due diligence reporting, formation of new entities, preparation of internal corporate documents and approvals, and completion of regulatory filings. With a wealth of experience amassed over the years in a wide variety of industries, we are strategically placed to provide you with everything you need to satisfy your corporate or M&A needs. more »

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    Debt & Corporate Restructuring

    We offer a full range of services in the debt & corporate restructuring arena, including advice on capital reduction, recapitalization and rescue schemes, financial sector takeovers, global asset recovery measures, mergers, creation of new entities, compromise schemes, demergers, buyouts, preparing documents and agreements, and ensuring statutory and regulatory compliance. As an AHP client, you will benefit from the unparalleled expertise gained by many of our senior lawyers as advisors or counsel to the Indonesian Bank Restructuring Agency (IBRA), which restored the country’s banking sector to health in the wake of the Asian financial crisis of 1997/98. more »

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    Foreign Direct Investment

    As an Indonesian law firm, we are obviously very much at home in our own jurisdiction, and so are able to make you feel at home as well. We know how things work in Indonesia, and have excellent relations with all the relevant government and regulatory agencies. We advise on the establishment of foreign investment companies, permanent business establishments, subsidiaries and joint ventures under the Indonesian FDI regime, merger & acquisition issues, foreign ownership caps, manpower issues, regulatory and environmental compliance, land acquisition, taxation matters -- in fact, everything you will need to get your venture off the ground and to keep it running smoothly throughout the investment lifecycle. more »

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    Competition Law

    We are widely recognized as being at the forefront of competition law in Indonesia, a rapidly developing field in which we have been instrumental in securing a number of ground-breaking judicial precedents in recent years. We consistently focus on the practicality and commerciality aspects, and combine legal expertise with in-depth experience across a wide range of industries so as to support the achievement of your strategic goals. more »

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    Dispute Resolution

    AHP has a very strong litigation team made up of one partner and 15 associates, all of whom are licensed advocates. We regularly represent clients in tort, contract, employment, internal corporate fraud, real estate, trademark and intellectual property disputes, to name but a few, with our primary focus being on commercial disputes. In the arbitration field, we have developed a formidable reputation for expertise and successful outcomes with the result that AHP advocates regularly appear before the Indonesian National Arbitration Board (BANI), as well as overseas arbitration bodies, such as the Singapore International Arbitration Centre. more »

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    Energy, Oil and Gas

    Our Energy, Oil and Gas practice provides top-quality legal advice and transactional support to domestic and international companies operating in the oil and gas, geothermal and renewable energy sectors. As a relatively compact firm, we are able to offer advice across the entire range of practice areas, thereby allowing us to deliver outstanding legal and commercial results for our clients in a practical and cost effective way. more »

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    Projects & Natural Resources

    As an Indonesian law firm, we know our country, our regulatory environment and our governmental system. Armed with this knowledge, we have garnered a wealth of experience down the years guiding both domestic and international companies through areas that are often fraught with competing interests and controversy. This experience provides us with the expertise and breadth of vision needed to ensure successful outcomes for your business objectives. In doing so, we offer a comprehensive suite of services, all of which dovetail seamlessly one with the other so as to provide holistic solutions to all your legal needs. more »

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    Telecommunications & Media

    Indonesia has seen exponential growth over the last decade in both the telecommunications and media sectors -- both areas in which AHP is in the vanguard of legal development. Besides having a professional interest in the two sectors, all of our lawyers in the T&M practice share a genuine passion for what they do and are therefore able to offer a combination of solid technical legal knowhow and an excellent understanding of the industries, the technical aspects, the principal factors at work, and the key players in Indonesia. more »

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    Real Property

    We offer a full range of real property services, including assisting with purchase and sale agreements, leasing agreements, title searches and registrations, conveyancing, and real property dispositions and bequests,.We also provide effective and reliable advice on the complex rules governing property ownership by non-nationals in Indonesia, an area of the law that is set for liberalization in the near future. more »

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    Intellectual Property

    Our IP practice offers trademark, copyright, patent and design searches and registration, and regularly mounts successful challenges on behalf of clients against decisions of the trademark authorities. Our IP associates are all members of key associations and are frequently engaged to speak at international events as recognized leaders in the field. Combing cutting-edge expertise and a high level of commercial acumen, we take pride in our results and a high level of customer satisfaction, and do our utmost to help ensure the protection of your rights and your peace of mind. more »

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    Islamic Finance

    At AHP, we understand Islamic finance and have been in the vanguard of the sector’s rapid expansion and development in Indonesia. With an in-depth understanding of the religious and conventional legal principles that underpin the Shariah sector, we believe we are uniquely well-positioned to offer expert and innovative advice on how to conduct any transaction in a Shariah-compliant manner, and to provide the kind of end-to-end solutions that you need. more »

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    Shipping & Aviation

    As an archipelagic nation, the shipping and aviation industries are of the utmost importance to the Indonesian economy. To accommodate the needs of ship owners, charterers, and marine insurers, we provide advice on all aspects of shipping law, including ship finance & security, sale and purchase, disputes arising out of charter parties, bills of lading, insurance, and collisions, and all other admiralty matters, while in the aviation sector, we assist with aircraft financing, sale and purchase, statutory obligations related to aviation, aviation safety and the aftermath of aviation accidents. more »

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    Labor Law

    We have a outstanding record in representing both individuals and corporations in employment matters, and in general advisory work on the complex rules governing the employment of expatriates in Indonesia. On the litigation front, we are frequently called upon to advise in cases involving internal fraud and embezzlement, and on the remedies available to employers. We also offer expert advice on employee compensation and incentive schemes (stock options, benefits, allowances), the employment implications of mergers, acquisitions and amalgamations, and the rights and benefits available to employees upon termination. more »

Assegaf Hamzah & Partners