RANS IPO: IDX Confirms 28.85% Free Float, Funds Earmarked for Affiliated Company Acquisition

Two issues have been widely discussed regarding the planned IPO of PT Rans Entertainmen Indonesia Tbk (RANS): the free float, which was considered too small, and the allocation of IPO funds to acquire an affiliated company. RANS’s initial offering period runs from 23–25 June 2026, with a price range of Rp135–Rp170 per share, and the shares are expected to be listed on the Indonesia Stock Exchange (IDX) on 10 July 2026. The portion of shares released to the public in the RANS IPO, amounting to 20.02% of total shares, drew scrutiny. This is because IDX Regulation Number I-A of 2026 requires a minimum free float of 25% for issuers with a market capitalisation below Rp5 trillion. RANS’s estimated market cap of Rp1.70 trillion–Rp2.14 trillion places the company in that category, raising questions about whether RANS meets the applicable requirements. IDX Director of Corporate Valuation, I Gede Nyoman Yetna, provided official clarification. Nyoman confirmed that the application documents for RANS’s share listing were received by the Exchange before the enactment of IDX Regulation Number I-A of 2026 on 31 March 2026. Therefore, the evaluation process was conducted with reference to the provisions in force at the time the application was received, as stipulated in the Board of Directors’ Decree Number Kep-00045/BEI/03-2026 Stipulation 5. Nyoman explained that RANS’s free float is not calculated solely from the shares offered in the IPO. Existing shareholders who meet the free float criteria are also included in the calculation. Nyoman stated that based on the post-IPO ownership structure, ‘The company’s free float portion is estimated to reach around 28.85%, so the applicable free float requirement has been met,’ he said. Based on an examination of the ownership structure in the prospectus, the 28.85% free float figure can be reconstructed as follows. Parties not meeting the free float criteria, namely the controller and management-affiliated parties, are Raffi Farid Ahmad as the controller (62.93%), PT Indonesia Entertainmen Grup (7.23%), and Nagita Slavina Mariana Tengker as President Director (0.99%), totalling 71.15%. The remainder, consisting of shares owned by existing shareholders not classified as management affiliates plus the public shares from the 20.02% IPO, in aggregate forms a free float of approximately 28.85%. The IDX did not further detail the methodology for calculating the 28.85%, specifically which shareholders are categorised as meeting the free float criteria and under which provisions. What is interesting to note is the composition of RANS’s existing shareholders before the IPO, which includes several strategic figures from Indonesia’s business and government circles. Dony Oskaria, who is recorded as owning 2.74% of RANS shares, currently serves as COO of the Danantara Investment Management Agency and Head of the State-Owned Enterprises Regulatory Body. Sutanto Hartono (1.14%) is the Managing Director of PT Elang Mahkota Teknologi (Emtek) Tbk and CEO of Surya Citra Media (SCM), SCTV, and the OTT platform Vidio, one of the most influential leaders in Indonesia’s media and entertainment industry. Kaesang Pangarep (0.91%), the youngest son of Indonesia’s 7th President Joko Widodo, is known as a young entrepreneur active in various business lines. The second issue for investors to scrutinise concerns the allocation of IPO proceeds. From the total funds raised, estimated at Rp341–429 billion, approximately 19.8%, or an estimated ~Rp85 billion, is allocated for the acquisition of shares in PT Rans Kosmetika Indonesia, known by the brand Slavina. The point of concern is that Slavina is a company affiliated with Nagita Slavina Mariana Tengker. Nagita herself currently serves as President Director of RANS and is also listed as a shareholder of the company. Thus, a portion of the funds raised from the public through the IPO will be used to acquire a company directly affiliated with the company’s executive leader. Within the framework of Indonesian capital market regulations, this type of transaction is classified as an affiliated transaction regulated under POJK Number 42/POJK.04/2020. The company is required to fully disclose the transaction details, obtain a fairness opinion from an independent appraiser, and under certain conditions, seek approval from independent shareholders before the transaction is executed. The Slavina acquisition plan has been disclosed in the prospectus as part of the planned use of IPO funds. Slavina (PT Rans Kosmetika Indonesia) is a cosmetics business line that has been operating commercially since 2025 under a RANS associate entity (RAF — PT Rans Ayu Firdaus, 40% ownership). If the acquisition is carried out using IPO funds, Slavina could be fully consolidated into the RANS business ecosystem as a subsidiary. Slavina recorded sales of more than 3 million product units in 2025, with a product line including sunscreen, cleanser, toner, essence, moisturiser, ampoule, hair care, shower gel, body scrub, body lotion, and body mist. Within the RANS ecosystem, digital distribution and an audience base of 155 million followers are utilised as the primary marketing platform for these products—a model known as IP-based direct-to-consumer.