Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer (Tentative translation)
Pursuant to the provisions of Article 27-2, paragraph (1), items (iii) and (v) and paragraph (8), Article 27-3, paragraphs (1) to (3) inclusive and Article 27-3, paragraph (4) of the Securities and Exchange Act (Act No. 25 of 1948) (including the cases where it is applied mutatis mutandis pursuant to Article 27-8, paragraph (6), Article 27-11, paragraph (4), and Article 27-13, paragraph (3) of that Act), Article 27-4 and Article 27-5, item (ii) of that Act (including the cases where it is applied mutatis mutandis pursuant to Article 27-8, paragraph (10) of that Act), Article 27-6, paragraphs (1) and (2) and Article 27-7, paragraphs (1) and (2) of that Act (including the cases where it is applied mutatis mutandis pursuant to Article 27-8, paragraph (12) of that Act), Article 27-8, paragraphs (1) and (2) of that Act (including the cases where applied mutatis mutandis pursuant to Article 27-10, paragraph (2) and Article 27-13, paragraph (3) of that Act), Article 27-8, paragraphs (7), (8), and (11), Article 27-9, Article 27-10, paragraph (1), Article 27-11, paragraphs (2) and (3), Article 27-13, paragraphs (1), (2), and (5), and Article 27-14 of that Act and the provisions of Article 6, paragraph (1), Article 7, paragraphs (4) and (5), Article 8, paragraph (5), Article 14, paragraph (1), and Article 14-2 of the Order for Enforcement of the Securities and Exchange Act (Cabinet Order No. 321 of 1965), a Ministerial Ordinance for fully revising the Ministerial Ordinance on Notification, etc. of Tender Offer of Securities (Ordinance of the Ministry of Finance No. 38 of 1971) shall be enacted as follows.
(Definitions)
Article 1 In this Cabinet Office Ordinance, the meanings of the terms listed in the following items shall be as prescribed respectively in those items:
(i) Securities: the Securities as defined in Article 2, paragraph (1) or (2) of the Financial Instruments and Exchange Act (Act No. 25 of 1948; hereinafter referred to as the "Act");
(i)-2 Beneficiary Certificates of Share Certificates, etc. in Trust: the Securities as specified in Article 6, paragraph (1), item (iv) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965; hereinafter referred to as the "Order");
(i)-3 Depository Receipt for Share Certificates etc.: the Securities set forth in Article 6, paragraph (1), item (v) of the Order;
(ii) Securities Registration Statements: the Securities Registration Statements as defined in Article 2, paragraph (7) of the Act;
(iii) Financial Instruments Business Operator: a Financial Instruments Business Operator as defined in Article 2, paragraph (9) of the Act (limited to the person engaged in Type I Financial Instruments Business as defined in Article 28, paragraph (1) of the Act);
(iv) Annual Securities Reports: the Annual Securities Reports as defined in Article 24, paragraph (1) of the Act;
(v) Share Certificates, etc.: the Securities as defined in Article 27-2, paragraph (1) of the Act;
(vi) Purchase, etc.: the Purchase, etc. as defined in Article 27-2, paragraph (1) of the Act;
(vii) Price for Purchase, etc.: the price for Purchase, etc. as defined in Article 27-2, paragraph (3) of the Act;
(viii) Bank, etc.: the Bank, etc. as defined in Article 27-2, paragraph (4) of the Act;
(ix) Sales, etc.: the Sales, etc. as defined in Article 27-2, paragraph (6) of the Act;
(x) Tender Offer: the Tender Offer as defined in Article 27-2, paragraph (6) of the Act;
(xi) Persons in Special Relationship: the Persons in Special Relationship as defined in Article 27-2, paragraph (7) of the Act;
(xii) Public Notice for Commencing Tender Offer: the public notice as defined in Article 27-3, paragraph (2) of the Act;
(xiii) Tender Offeror: the Tender Offeror as defined in Article 27-3, paragraph (2) of the Act;
(xiv) Tender Offer Notification: the documents and documents to be attached thereto as defined in Article 27-3, paragraph (2) of the Act;
(xv) Terms of Purchase, etc.: the Terms of Purchase, etc. as defined in Article 27-3, paragraph (2), item (i) of the Act;
(xvi) Tender Offer Period: the Tender Offer Period as defined in Article 27-5 of the Act;
(xvii) Tender Offer Statement: the Tender Offer Statement as defined in Article 27-9, paragraph (1) of the Act;
(xviii) Subject Company's Position Statement: the Subject Company's Position Statement as defined in Article 27-10, paragraph (1) of the Act;
(xix) Tender Offeror's Answer: the Tender Offeror's Answer as defined in Article 27-10, paragraph (11) of the Act;
(xx) Written Withdrawal of Tender Offer: the Written Withdrawal of Tender Offer as defined in Article 27-11, paragraph (3) of the Act;
(xxi) Accepting Shareholder, etc.: the Accepting Shareholder, etc. as defined in Article 27-12, paragraph (1) of the Act;
(xxii) Share Certificates, etc. Offered to Sell: the Share Certificates, etc. Offered to Sell as defined in Article 27-12, paragraph (3) of the Act;
(xxiii) Tender Offer Report: the Tender Offer Report as defined in Article 27-13, paragraph (2) of the Act;
(xxiv) Method of Proportional Distribution: the Method of Proportional Distribution as defined in Article 27-13, paragraph (5) of the Act;
(xxv) Subject Company: the issuer of Share Certificates, etc. related to a Tender Offer;
(xxvi) Internet Address for Electronic Public Notices: characters, marks or other codes or any combination thereof which are assigned for the identification, on the Internet, of the part of Electronic Data Processing System for Disclosure (meaning the Electronic Data Processing System for Disclosure as defined in Article 27-30-2 of the Act) used to take the measures set forth in Article 9-3, paragraph (1), item (i) of the Order and which allow the person who receives information to inspect the details of such information by the input thereof in the computer used by such person.
(Securities Excluded from Share Certificates, etc.)
Article 2 The other Securities specified by a Cabinet Office Ordinance, referred to in Article 6, paragraph (1) of the Order, shall be the following Securities:
(i) Share Certificates for Shares with No Voting Rights (meaning the Shares with No Voting Rights as defined in Article 6, paragraph (1) of the Order) for which issuance of shares with voting rights in exchange for acquisition of said shares is not provided in the articles of incorporation;
(ii) share option certificates or corporate bond certificates with share options with the rights to acquire only the shares set forth in the preceding item;
(iii) securities or certificates issued by a foreign person which have the nature of the Securities set forth in the preceding two items;
(iv) Beneficiary Certificates of Share Certificates, etc. in Trust of which the Entrusted Securities (meaning the Entrusted Securities defined in Article 2-3, item (iii) of the Order; the same shall apply in Article 8, paragraph (3), item (vi) and Article 9-6, item (vi)) are the Securities set forth in the preceding three items; or
(v) Depository Receipt for Share Certificates, etc. which indicate the rights pertaining to the Securities set forth in item (i) to item (iii) inclusive.
(Acts Similar to Acceptance of Transfer for Value)
Article 2-2 The acts specified by a Cabinet Office Ordinance, referred to in Article 6, paragraph (3), item (iii) of the Order, shall be the acquisition of corporate bond certificates (limited to the acquisition in which the rights to have the corporate bond certificates redeemed through Share Certificates, etc. for which the issuer is other than that of said corporate bond certificates (limited to the rights which enable the person acquiring such corporate bond certificates to have the issuer of such corporate bond certificates redeem them by such Share Certificates, etc.) as the rights pertaining to said corporate bond certificates, shall be acquired).
(Entities Excluded from the Category of Juridical Persons, etc. Holding a Special Controlling Interest)
Article 2-3 (1) The cases specified by a Cabinet Office Ordinance, referred to in Article 6-2, paragraph (1), item (v) of the Order, shall be the cases other than those in which a Juridical Person, etc. has been in the position of holding shares or equity pertaining to the voting rights exceeding fifty percent of the number of the Voting Rights Held by All the Shareholders, etc., (meaning Voting Rights Held by All the Shareholders, etc. as defined in Article 4-4, paragraph (1), item (i) of the Order; the same shall apply hereinafter) of a Juridical person, etc. who is to conduct the Specified Purchase, etc., (meaning the Specified Purchase, etc. as defined in Article 6-2, paragraph (1), item (iv) of the Order; the same shall apply hereinafter) for a continuous period of one year prior to the day on which the Specified Purchase, etc. is to be conducted.
(2) The voting rights under the preceding paragraph (excluding the Voting Rights Held by All the Shareholders, etc.) shall include voting rights pertaining to shares or equity that may not be asserted against the Issuer pursuant to the provision of Article 147, paragraph (1) or Article 148, paragraph (1) of the Act Book-Entry Transfer of Company Bonds, Shares, etc. (Act No. 75 of 2001) (including the cases where those provisions are applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) and Article 276 (limited to the part pertaining to item (ii)) of the Act on Transfer of Bonds, etc.).
(Related Juridical Person, etc.)
Article 2-4 (1) The parent juridical person, etc. and any other person specified by a Cabinet Office Ordinance, referred to in Article 6-2, paragraph (1), item (vi) of the Order, shall be those set forth in the following items:
(i) a Parent Juridical Person, etc., (meaning the Parent Juridical Person, etc. as defined in Article 6-2, paragraph (1), item (v) of the Order; the same shall apply in the following item and item (iv));
(ii) in case where the Parent Juridical Person, etc. holds a Special Controlling Interest (meaning the Special Controlling Interest as defined in Article 6-2, paragraph (1), item (v) of the Order; hereinafter the same shall apply in this paragraph) over any other Juridical Person, etc. (meaning a juridical person or any other organization; hereinafter the same shall apply in this paragraph), said other Juridical Person, etc.;
(iii) in case where the person set forth in the preceding item holds a Special Controlling Interest over any other Juridical Person, etc., said other Juridical Person, etc.;
(iv) a Juridical Person, etc. who holds a Special Controlling Interest over the Parent Juridical Person, etc.;
(v) a Juridical Person, etc. who holds a Special Controlling Interest over the person set forth in the preceding item;
(vi) in cases where the person set forth in item (iv) holds a Special Controlling Interest over any other Juridical Person, etc. said other Juridical Person, etc.;
(vii) in cases where a person who conducts a Specified Purchase, etc. holds a Special Controlling Interest over any other Juridical Person, etc., said other Juridical Person, etc.;
(viii) in cases where the person set forth in the preceding item holds a Special Controlling Interest over any other Juridical Person, etc., said other Juridical Person, etc.; and
(ix) in cases where the person set forth in the preceding item holds a Special Controlling Interest over any other Juridical Person, etc. said other Juridical Person, etc.
(2) The other persons specified by a Cabinet Office Ordinance, referred to in Article 6-2, paragraph (1), item (vi) of the Order, shall be any persons other than those who fall under the category of persons set forth in the items of the preceding paragraph for a continuous period of one year prior to the day on which the Specified Purchase, etc. is to be conducted.
(Cases Where the Number of Holders of Share Certificates, etc. is Small)
Article 2-5 (1) The cases where the number of holders of Share Certificates, etc. is small specified by a Cabinet Office Ordinance referred to in Article 6-2, paragraph (1), item (vii) of the Order shall be cases where the number of said holders of Share Certificates, etc. is less than 25.
(2) The case where all the holders have given consent as specified by a Cabinet Office Ordinance, referred to in Article 6-2, paragraph (1), item (vii) of the Order, shall be the cases specified in the following items according to the following categories:
(i) In cases where the sum rate of the Share Certificates, etc. Holding Rate (meaning the Share Certificates, etc. Holding Rate as defined in Article 27-2, paragraph (8) of the Act; hereinafter the same shall apply in this item) for the Share Certificates, etc. held by the person who conducts a Specified Purchase, etc. and the Share Certificates, etc. Holding Rate of the Persons in Special Relationship (meaning the Persons in Special Relationship defined in Article 27-2, paragraph (8), item (ii) of the Act) with such person is not less than two-thirds after the Specified Purchase, etc. is conducted, the cases where there are Share Certificates, etc. that are not covered by such Specified Purchase, etc. (hereinafter referred to as "Share Certificates, etc. Not Covered by Specified Purchase, etc." in this item): cases where all holders of Share Certificates, etc. which are to be covered by the Specified Purchase, etc. submit a document stating their consent not to conduct through Tender Offer the Specified Purchase, etc. pertaining to the Share Certificates, etc. which are to be covered by said Specified Purchase, etc., and where the conditions under sub-item (a) or sub-item (b) have been satisfied with regard to the Share Certificates, etc. Not Covered by Specified Purchase, etc.:
(a) that a resolution has been adopted at a Class Meeting (meaning the Class Meeting defined in Article 2, item (xiv) of the Companies Act (Act No. 86 of 2005); the same shall apply in Article 5, paragraph (3)) concerning the Share Certificates, etc. Not Covered by Purchase, etc. with regard to giving the consent not to conduct the Specified Purchase, etc. through a Tender Offer; or
(b) that in cases where the number of the holders of the Share Certificates, etc. Not Covered by Specified Purchase, etc. is less than 25, all holders of the Share Certificates, etc. Not Covered by Specified Purchase, etc. have given the consent not to conduct the Specified Purchase, etc. through a Tender Offer and submitted a document stating to that effect.
(ii) cases other than the cases set forth in the preceding item: cases where all holders of the Share Certificates, etc. covered by the Specified Purchase, etc. have submitted a document stating their consent not to conduct through Tender Offer the Specified Purchase, etc. related to the Share Certificates etc. which are to be covered by the Specified Purchase, etc.
(3) Holders of the Share Certificates, etc. (hereinafter referred to as "Holders" in this Article) may provide the matters to be stated in the document pursuant to the provisions of the preceding paragraph (hereinafter referred to as "Matters to be Stated" in this paragraph) by the method using an Electronic Data Processing System or methods information and communications technology (collectively referred to as the "Electromagnetic Means" in item (i), sub-item (b)) in lieu of submitting a document pursuant to the provisions of the main clause of item (i) of the preceding paragraph and sub-item (b) of that item or item (ii) of that paragraph. In this case, the Holders shall be deemed to have submitted said document.
(i) the methods using an Electronic Data Processing System that are listed in sub-item (a) or sub-item (b):
(a) the method of transmitting the matters via a telecommunications line that links the computers used by Holders and the computer used by a person who is to conduct the Specified Purchase, etc. and recording them in a file stored on the computer used by the recipient; or
(b) the method of offering the Matters to be Stated which are recorded in a file stored on the computers used by the Holders to the person who is to conduct the Specified Purchase, etc. for inspection via a telecommunications line, and recording the Matters to be Stated in a file stored on the computer used by said person who is to conduct the Specified Purchase, etc. (in cases where said person gives consent to receive provision of the Matters to be Stated by Electromagnetic Means or gives notice to the effect that he/she will not receive the provision of the Matters to be Stated by such means, the method of recording to that effect in a file stored on the computers used by the Holders).
(ii) the method of delivering a file recording the Matters to be Stated that has been prepared using media which can securely record certain information by magnetic disks, CD-ROMs, or any other means equivalent thereto.
(4) The methods set forth in the items of the preceding paragraph shall be those that enable the Holders to prepare the documents by outputting the records in the file.
(5) The term "Electronic Data Processing System" as used in paragraph (3) means an electronic data processing system that links the computers used by Holders and the computer used by a person who is to conduct the Specified Purchase, etc. via a telecommunications line.
(Exempted Purchase, etc.)
Article 2-6 The case specified by a Cabinet Office Ordinance, referred to in Article 6-2, paragraph (1), item (xiii) of the Order, shall be any of the following cases:
(i) cases where an Officer (meaning the Officer as defined in Article 6-2, paragraph (1), item (xiii) of the Order; the same shall apply hereinafter) or employee (s) of the issuer of Share Certificates, etc. jointly with another Officer or employee of said issuer conducts a Purchase, etc. of the Share Certificates of said issuer (in cases where said issuer conducts the Purchase, etc. of Share Certificates which are other than the Share Certificates for which the issuer has conducted Purchase, etc. under the provisions of Article 156, paragraph (1) of the Companies Act (including the cases where it is applied by replacing certain terms pursuant to the provision of Article 165, paragraph (3) of that Act; the same shall apply in Article 7, item (x)), limited to cases where such Purchase, etc. is to be made by entrustment to a Financial Instruments Business Operator) and such Purchase, etc. is to be made continuously according to a certain plan, without depending on an individual investment decision (limited to the cases where each Officer or employee contributes less than one million yen on each occasion; the same shall apply in the following item); and
(ii) cases where an Officer or employee of the issuer of the Share Certificates, etc. gives instructions to a person engaged in trust business for Purchase, etc. of Share Certificates of the issuer based on a trust contract which the Officer or employee has concluded with the person engaged in trust business for the purpose of investing trust property in the Share Certificates of the issuer, and these instructions for Purchase, etc. are to be carried out continuously according to a certain plan and without depending on an individual investment decision (limited to the cases where the trust property entrusted by the Officer or employee and the trust property entrusted by any other Officer or employee of the issuer are to be jointly invested).
(Persons in Special Relationship, etc. who are Excluded)
Article 3 (1) The persons specified by a Cabinet Office Ordinance, referred to in the proviso to Article 27-2, paragraph (1) of the Act, shall be those who have, for a continuous period of one year prior to the date on which the Purchase, etc. of the Share Certificates, etc. is to be conducted, had the relationship (s) defined in Article 27-2, paragraph (7), item (i) of the Act with the person who is to conduct said Purchase, etc. of Share Certificates, etc.
(2) The persons specified by a Cabinet Office Ordinance, referred to in Article 27-2, paragraph (1), item (i) of the Act, shall be those whose number of voting rights pertaining to the Share Certificates, etc. (meaning the number of voting rights pertaining to shares calculated by the methods specified in Article 8, paragraphs (1) and (2) for Share Certificates, and the number of voting rights specified in Article 8, paragraphs (3) and (4) for others; the same shall apply hereinafter) which are held (including the cases specified in Article 7, paragraph (1) of the Order; the same shall apply hereinafter) by such persons (referred to as "Small Lot Holders" in item (i)) is not more than the number specified in the following items according to the following category of Share Certificates, etc.:
(i) Share Certificates, etc. issued by domestic corporations: the number equivalent to one-thousandth of the Voting Rights Held by All the Shareholders, etc. (in cases where the total of the number of voting rights pertaining to the Share Certificates, etc. possessed by other Persons in Special Relationship with the person who is to conduct the Purchase, etc. (limited to those specified in Article 27-2, paragraph (7), item (i) of the Act) which are not more than the number of voting rights pertaining to the Share Certificates, etc. which are held by the Small Lot Holders, exceeds the number equivalent to nine-thousandths of the Voting Rights Held by All the Shareholders, etc., the number obtained by deducting said total number from the number equivalent to one-hundredth of the Voting Rights Held by All the Shareholders, etc. (in cases where there remains any number after the deduction, said remaining number shall be omitted.))
(ii) Share Certificates, etc. issued by a foreign person: the number equivalent to one-hundredth of the Voting Rights Held by All the Shareholders, etc.
(3) The persons specified by a Cabinet Office Ordinance, referred to in Article 6-2, paragraph (3) of the Order, shall be those who have, for a continuous period of one year prior to the date on which the Purchase, etc. of the Share Certificates, etc. is to be conducted, had the relationship specified in Article 27-2, paragraph (7), item (i) of the Act with the person who is to conduct the Purchase, etc. of Share Certificates, etc.
(Cases Equivalent to Possession of Share Certificates, etc.)
Article 4 The other case specified by a Cabinet Office Ordinance, referred to in Article 7, paragraph (1), item (vi) of the Order, shall be the case where the person has acquired the corporate bond certificates referred to in Article 2-2.
(Calculation of Proportion, etc. in Relation to Acquisition of Share Certificates, etc.)
Article 4-2 (1) The calculation of proportion made pursuant to the provisions of a Cabinet Office Ordinance, referred to in Article 7, paragraph (3) of the Order, shall be made by dividing the number set forth in item (i) by the number set forth in item (ii).
(i) the number of voting rights pertaining to the Share Certificates, etc. (excluding those set forth in the items of Article 7) newly held by the person who acquires them (hereinafter referred to as "Large Acquirer" in this paragraph) through such acquisition; and
(ii) the number obtained by adding the number of voting rights pertaining to the Share Certificates, etc. issued by the issuer which are held by the Large Acquirer and Persons in Special Relationship (meaning the Persons in Special Relationship specified in Article 27-2, paragraph (8), item (ii) of the Act; the same shall apply in item (ii) of the following paragraph and paragraph (3)) thereof (limited to the number of voting rights not included in the number of the Voting Rights Held by All the Shareholders, etc. of the issuer) to the number of the Voting Rights Held by All the Shareholders, etc. of the issuer of the Share Certificates, etc.
(2) The calculation of the proportion made pursuant to the provisions of a Cabinet Office Ordinance, referred to in Article 7, paragraph (4) of the Order, shall be made by dividing the number set forth in item (i) by the number set forth in item (ii).
(i) the number of voting rights pertaining to the Share Certificates, etc. (excluding those set forth in the items of Article 7) newly held by the person who conducts the Purchase, etc. of the Share Certificates, etc. through Specified Sales and Purchase, etc. (meaning the Specified Sales and Purchase, etc. defined in Article 27-2, paragraph (1), item (iii) of the Act) or Purchase, etc. of the Share Certificates, etc. made outside of a Financial Instruments Exchange Market (hereinafter referred to as "Purchase, etc. Outside the Market, etc." in this item) (such person shall be referred to as the "Purchaser Outside the Market, etc." in the following item) through such Purchase, etc. Outside the Market, etc.; and
(ii) the number obtained by adding the number of voting rights pertaining to the Share Certificates, etc. issued by the issuer which are held by the Purchaser Outside the Market, etc. and Persons in Special Relationship thereof (limited to the number which shall not be included in the number of the Voting Rights Held by All the Shareholders, etc. of the issuer) to the number of the Voting Rights Held by All the Shareholders, etc. of the issuer of Share Certificates, etc.
(3) The calculation of the proportion made pursuant to the provisions of a Cabinet Office Ordinance, referred to in Article 7, paragraph (6) of the Order, shall be made by dividing the number set forth in item (i) by the number set forth in item (ii).
(i) the number of voting rights pertaining to the Share Certificates, etc. (excluding those set forth in the items of Article 7) newly held by the person who conducts the Purchase, etc. of Share Certificates, etc. specified in Article 27-2, paragraph (1), item (v) of the Act (such person shall be referred to as the "Purchaser" in the following item) and by Persons in Special Relationship with said person by way of Purchase, etc. of Share Certificates, etc. specified in item (v) of that paragraph; and
(ii) the number obtained by adding the number of voting rights pertaining to the Share Certificates, etc. issued by the issuer (limited to the number which shall not be included in the Voting Rights Held by All the Shareholders, etc. of the issuer) which are held by the Purchaser and Person in Special Relationship thereof to the number of Voting Rights Held by All the Shareholders, etc. of the issuer of the Share Certificates, etc.
(Matters to be Stated, etc. in Written Notice of Purchase, etc.)
Article 5 (1) The matters specified by a Cabinet Office Ordinance, referred to in Article 8, paragraph (5), item (i) of the Order, shall be the following matters:
(i) the name and address or location of the Tender Offeror;
(ii) the class of Share Certificates, etc. pertaining to the Tender Offer, total number of Share Certificates, etc. Offered to Sell, total number of Share Certificates, etc. of which Purchase, etc. is to be made, and total number of Share Certificates, etc. to be returned;
(iii) in cases where the Purchase, etc. of all or part of the Share Certificates, etc. Offered to Sell is not to be conducted, the reason therefor;
(iv) the following matters concerning the Accepting Shareholder, etc. related to the written notice:
(a) the class of Share Certificates, etc. Offered to Sell, the number of Share Certificates, etc. Offered to Sell, the number of Share Certificates, etc. for which Purchase, etc. is to be made, the Price for Purchase, etc. and the amount paid for Purchase, etc. (in case where Securities and anything other than money (hereinafter collectively referred to as "Securities, etc.") are to be delivered as the consideration of Purchase, etc., the class and number of such Securities, etc.);
(b) in cases where Purchase, etc. is to be conducted through the Method of Proportional Distribution, the method of calculating the number of Share Certificates, etc. for which the Purchase, etc. is to be made; and
(c) the class and number of Share Certificates, etc. to be returned and the method of return; and
(v) the name and location of the Financial Instruments Business Operator or Bank, etc. that settles the Purchase, etc. and the commencement date, method, and place of such settlement.
(2) The matters set forth in the preceding paragraph shall be stated on Form 1.
(3) The Share Certificates, etc. specified by a Cabinet Office Ordinance as those which shall not hinder the public interest or protection of investors, referred to in Article 8, paragraph (5), item (iii) of the Order, shall be the following Share Certificates, etc.:
(i) in cases where a resolution in a Class Meeting pertaining to the Share Certificates, etc. is adopted with regard to giving consent to not make the solicitation of applications for Purchase, etc. or Sales, etc. of the Share Certificates, etc., said Share Certificates, etc.; or
(ii) in a case where the number of holders of the Share Certificates, etc. is less than 25 and all holders of such Share Certificates, etc. have given consent not to make the solicitation of applications for Purchase, etc. or Sales, etc. and have submitted a document stating to that effect, said Share Certificates, etc.
(4) The provisions of Article 2-5, paragraphs (3) to (5) inclusive shall apply mutatis mutandis to the document to be submitted pursuant to the provisions of item (ii) of the preceding paragraph.
(5) The solicitation of applications for Purchase, etc. or Sales, etc. specified in Article 8, paragraph (5), item (iii) of the Order shall be made by the same Tender Offer.
(6) The case specified by a Cabinet Office Ordinance, referred to in Article 8, paragraph (6) of the Order, shall be a case where the Tender Offeror has indicated in advance the type and contents of the methods set forth in the items of the following paragraph (hereinafter referred to as "Electromagnetic Means" in this Article) to the Accepting Shareholder, etc. pursuant to the provisions of paragraph (10) and obtained consent therefrom in writing or by Electromagnetic Means.
(7) The method specified by a Cabinet Office Ordinance, referred to in Article 8, paragraph (6) of the Order, shall be any of the following methods:
(i) the methods using an Electronic Data Processing System that are listed in sub-item (a) or sub-item (b):
(a) the method of transmitting the matters via a telecommunications line that links the computer used by a Tender Offeror and the computer used by an Accepting Shareholder, etc. and recording them in a file stored on the computer used by the recipient; or
(b) the method of offering the matters to be stated in a written notice recorded in a file stored on the computer used by the Tender Offeror to the Accepting Shareholder, etc. for inspection via a telecommunications line, and recording the matters in a file stored on the computer used by the Accepting Shareholder, etc. (in cases where the Accepting Shareholder, etc. gives consent to receive the provision of the matters by Electromagnetic Means or gives notice to the effect that he/she will not receive the provision of the matters by such means, the method of recording to that effect in a file stored on the computer used by the Tender Offeror).
(ii) the method of delivering a file recording the matters to be stated in the written notice that has been prepared using media which can securely record certain information by magnetic disks, CD-ROMs, or any other means equivalent thereto.
(8) The methods set forth in the items of the preceding paragraph shall be those that enable the Accepting Shareholder, etc. to prepare the documents by outputting the records in the file.
(9) The term "Electronic Data Processing System" as used to in paragraph (7), item (i) means an electronic data processing system that links the computer used by a Tender Offeror and the computer used by an Accepting Shareholder, etc. via a telecommunications line.
(10) The type and contents of the methods to be indicated pursuant to the provisions of paragraph (6) shall be the following matters:
(i) among the methods specified in the items of paragraph (7), the method used by the Tender Offeror; and
(ii) the method of recording into the file.
(11) When the Accepting Shareholder, etc. states, in writing or by Electromagnetic Means, to the effect that he/she shall not receive the provision of the matters Electromagnetic Means, a Tender Offeror who had obtained the consent under paragraph (6) shall not provide the matters to be stated in the written notice to such Accepting Shareholder, etc. by Electromagnetic Means; provided, however, that this shall not apply to cases where the Accepting Shareholder, etc. gives the consent specified in that paragraph again.
(Calculation of Share Certificates, etc. Holding Rate)
Article 6 The Share Certificates, etc. holding rate defined in Article 27-2, paragraph (8) of the Act shall be calculated by any of the following methods:
(i) with regard to the person who conducts Purchase, etc. of Share Certificates, etc. the method of dividing the number of voting rights pertaining to the Share Certificates, etc. (excluding those set forth in the following Article; hereinafter the same shall apply in this Article) held by said person by the number obtained by adding up the number of voting rights pertaining to the Securities set forth in the items of Article 9-2 of the Order which are held by said person (excluding those included in the number of the Voting Rights Held by All the Shareholders, etc. of the issuer; hereinafter the same shall apply in this item) and the number of voting rights pertaining to the Securities set forth in the items of that Article which are held by Persons in Special Relationship with said person to the number of the Voting Rights Held by All the Shareholders, etc. of the issuer of the Share Certificates, etc.; or
(ii) with regard to Persons in Special Relationship (excluding those set forth in Article 27-2, paragraph (7), item (ii) of the Act who conduct Purchase, etc. of the Share Certificates, etc. issued by the issuer), the method of dividing the number of voting rights pertaining to the Share Certificates, etc. held by such persons by the number obtained by adding up the number of voting rights pertaining to the Securities set forth in the items of Article 9-2 of the Order which are held by such persons (excluding those included in the number of the Voting Rights Held by All the Shareholders, etc. of the issuer) and the number of voting rights pertaining to the Securities set forth in the items of that Article which are held by the person who conducts the Purchase, etc. (excluding those included in the number of the Voting Rights Held by All the Shareholders, etc. of the issuer) to the number of Voting Rights Held by All the Shareholders, etc. of the issuer.
(Exclusions from Possessed Share Certificates, etc. in Consideration of the Manner of Holding or Other Circumstances)
Article 7 (1) The Share Certificates, etc. specified by a Cabinet Office Ordinance by taking into consideration of the manner of holding or any other circumstances, referred to in Article 27-2, paragraph (8), item (i) of the Act, shall be any of the following Share Certificates, etc.:
(i) Share Certificates, etc. held as a trust property by a person engaged in trust business, (limited to cases where such person does not have the authority set forth in Article 7, paragraph (1), items (ii) and (iii) of the Order);
(ii) Share Certificates, etc. for which a person engaged in Securities-Related Business (meaning the Securities-Related Business defined in Article 28, paragraph (8) of the Act) holds in the course of the business of underwriting or secondary distribution (excluding those held on or after the day following the date of payment of the Share Certificates, etc. with regard to underwriting, and those held on or after the day following the date of delivery of the Share Certificates, etc. with regard to secondary distribution);
(iii) Share Certificates, etc. held by a person engaged in the business specified in Article 156-24, paragraph (1) of the Act as said business;
(iv) Share Certificates, etc., sales of which have been agreed upon and the delivery thereof has not been completed (limited to the Share Certificates, etc. to be delivered within five days (Sundays and the days specified in Article 14 shall not be included) from the date of agreement and excluding the Share Certificates for which sales are agreed upon through any of the transactions set forth in the following item);
(v) Share Certificates held by conducting futures transactions of an aggregate of Share Certificates of different issues on a Financial Instruments Exchange (meaning a Financial Instruments Exchange as defined in Article 2, paragraph (16) of the Act; the same shall apply in Article 33) (excluding those held on or after the day following the last day of the sale and purchase transaction of the futures transactions);
(vi) Share Certificates, etc. included in inherited property (limited to those existing prior to the day on which the heir of the inherited property (excluding the case of joint inheritance) gives unqualified acceptance (including cases where unqualified acceptance is deemed to have been given) or qualified acceptance, or those for which the coheir of the inherited property has not completed the division of the estate);
(vii) Share Certificates, etc. (excluding Share Certificates) held by the Employees' Pension Fund, the Pension Fund Association, or the Government Pension Investment Fund;
(viii) Share Certificates, etc. (excluding Share Certificates) possessed as an investment in postal life insurance assets as defined in Article 10 of the Act on the Management Organization for Postal Savings and Postal Life Insurance, Independent Administrative Agency (Act No. 101 of 2005);
(ix) Share Certificates, etc. in which a person or a manager who holds the authority of representation of a juridical person has the authority to exercise the voting rights of the Share Certificates, etc. held by the juridical person or the authority to give instructions with regard to the exercise of such voting rights or the authority necessary for making investment;
(x) in case where an Officer or employee of the issuer jointly with another Officer or employee of said issuer acquires the Share Certificates, etc. of such issuer (limited to the acquisition which is conducted continuously according to a certain plan without depending on an individual investment decision and for which each Officer or employee contributes less than one million yen on each occasion of acquisition) (limited to cases where the acquisition has been made by entrustment to a Financial Instruments Business Operator when Purchase, etc. of the Share Certificates, etc. other than the Share Certificates for which the issuer conducts the Purchase, etc. pursuant to the provisions of Article 156, paragraph (1) of the Companies Act is conducted), the Share Certificates, etc. held by the person to whom the acquired Share Certificates, etc. have been entrusted (limited to cases where the person to whom the acquired Share Certificates, etc. have been entrusted does not hold the authority set forth in Article 7, paragraph (1), items (ii) and (iii) of the Order); or
(xi) Share Certificates held by a Banks' Shareholdings Purchase Corporation (including those deemed to be included in the Share Certificates held by the Banks' Shareholdings Purchase Corporation pursuant to the provisions in parentheses of Article 27-2, paragraph (1), item (i) of the Act in cases where the Banks' Shareholdings Purchase Corporation makes the purchase of Share Certificates).
(xii) Share Certificates, etc. stated or recorded for an account (excluding a customer account (meaning a customer account prescribed in Article 68, paragraph (2), item (ii) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc., Article 127-4, paragraph (2), item (ii), Article 129, paragraph (2), item (ii) (including cases where it is applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.), Article 165, paragraph (2), item (ii) or Article 194, paragraph (2), item (ii) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.)) of a person whose business is to conduct the administration of Corporate Bonds, etc. (meaning Bonds, etc. prescribed in Article 2, paragraph (1) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. the same shall apply in this item) or rights similar to Bonds, etc. of other persons in a foreign state in accordance with the laws and regulations of said foreign state (hereinafter referred to as the "Foreign Bond, etc. Administrator" in this item) in the transfer account book maintained by the Organization Directly Senior to said Foreign Bond, etc. Administrator (meaning Organization Directly Senior prescribed in paragraph (6) of that Article) for which said Foreign Bond, etc. Administrator conducts the administration based on entrustment by customers (limited to those which do not have the authority prescribed in Article 7, paragraph (1), items (ii) and (iii) of the Order).
(2) The voting rights under item (ix) of the preceding paragraph shall include voting rights pertaining to share certificates, etc. that may not be asserted against the Issuer pursuant to the provision of Article 147, paragraph (1) or Article 148, paragraph (1) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. (including the cases where those provisions are applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.), or Article 181, paragraph (1), Article 182, paragraph (1), Article 212, paragraph (1) or Article 213, paragraph (1) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.
(Calculation, etc. of Number of Voting Rights)
Article 8 (1) The number of voting rights represented by shares calculated pursuant to the provisions of a Cabinet Office Ordinance, referred to in Article 27-2, paragraph (8), item (i) of the Act, shall be the number specified in the following items according to the category of shares listed in the respective items:
(i) shares (excluding those set forth in the following item; hereinafter the same shall apply in this paragraph): the number of voting rights pertaining to the shares
(ii) in cases where the issuer provides, as a feature of all or part of its shares, that the shareholders may demand said issuer to redeem the shares, or where the issuer provides, as a feature of all or part of its shares, that the issuer may acquire the shares upon the occurrence of a specified event, said shares (limited to cases where the number of voting rights pertaining to Share Certificates, etc. delivered in exchange of the acquisition of Share Certificates pertaining to the shares exceeds the number of voting rights pertaining to said shares): the largest number among the numbers of the voting rights pertaining to the delivered Share Certificates, etc.
(2) In calculating the number of voting rights pursuant to the provisions of item (ii) of the preceding paragraph, in cases where the number of the delivered Share Certificates, etc. is determined based on the market value or other indicators on any one day after the date of Purchase, etc. or Acquisition of Newly Issued Share Certificates, etc. (meaning the Acquisition of Newly Issued Share Certificates, etc. as defined in Article 27-2, paragraph (1), item (iv) of the Act; hereinafter the same shall apply in this paragraph), said number of delivered Share Certificates, etc. shall be the number calculated by deeming that the delivery has been made on either of the two days prior to the day on which the Purchase, etc. or Acquisition of Newly Issued Share Certificates, etc. is intended to be conducted.
(3) The number of voting rights specified by a Cabinet Office Ordinance, referred to in Article 27-2, paragraph (8), item (i) of the Act, shall be any of the following numbers:
(i) with regard to share option certificates, the number of voting rights pertaining to shares underlying the share options;
(ii) with regard to corporate bond certificates with share options, the number of voting rights pertaining to the shares underlying the share options attached to the corporate bond certificates with share options;
(iii) with regard to securities or certificates of which the issuer is a foreign person which have the nature of Share Certificates, the number of voting rights pertaining to the shares;
(iv) with regard to securities or certificates of which the issuer is a foreign person which have the nature of share option certificates or corporate bond certificates with share options, the number of voting rights pertaining to the shares into which the securities or certificates have been converted in a way equivalent to the securities or certificates issued by a domestic corporation;
(v) with regard to Investment Securities, etc. (meaning Investment Securities, etc. as defined in Article 1-4, item (i) of the Order; the same shall apply hereinafter), the number of voting rights pertaining to an Investment Equity (meaning the Investment Equity as prescribed in Article 2, paragraph (14) of the Act on Investment Trust and Investment Corporations (Act No. 198 of 1951) and including the status as a member of a Foreign Investment Corporation (meaning a Foreign Investment Corporation as prescribed in paragraph (23) of that Article; the same shall apply in Article 26, paragraph (1), item (iii); the same shall apply hereinafter));
(vi) with regard to Beneficiary Certificates of Share Certificates, etc. in Trust, the number listed in the following items according to the category of Entrusted Securities listed in the respective items:
(a) Share Certificates: the number of voting rights pertaining to the shares of a beneficial interest indicated on the Beneficiary Certificates of Share Certificates, etc. in Trust
(b) share option certificates: the number of voting rights pertaining to shares underlying the share options of the share option certificates of a beneficial interest indicated on the Beneficiary Certificates of Share Certificates, etc. in Trust
(c) corporate bond certificates with share options: the number of voting rights pertaining to shares underlying the share options attached to corporate bond certificates with share options of a beneficial interest indicated on the Beneficiary Certificates of Share Certificates, etc. in Trust
(d) securities or certificates of which the issuer is a foreign person which have the nature of Share Certificates: the number of voting rights pertaining to the shares of a beneficial interest indicated on the Beneficiary Certificates of Share Certificates, etc. in Trust
(e) securities or certificates of which the issuer is a foreign person which have the nature of share option certificates or corporate bond certificates with share options: the number of voting rights pertaining to the shares into which the securities or certificates have been converted in a way equivalent to the securities or certificates issued by a domestic corporation
(f) Investment Securities, etc.: the number of voting rights pertaining to the Investment Equity of Investment Securities, etc. of a beneficial interest indicated on the Beneficiary Certificates of Share Certificates, etc. in Trust
(vii) with regard to Depository Receipt for Share Certificates, etc., the number set forth in the following items according to the following category of Securities pertaining to the rights indicated on the Depository Receipt for Share Certificates, etc.:
(a) Share Certificates: the number of voting rights pertaining to the shares underlying the rights indicated on the Depository Receipt for Share Certificates, etc.
(b) share option certificates: the number of voting rights pertaining to the shares underlying the share options of share option certificates underlying the rights indicated on the Depository Receipt for Share Certificates, etc.
(c) corporate bond certificates with share options: the number of voting rights pertaining to shares underlying the share options attached to corporate bond certificates with share options underlying the rights indicated on the Depository Receipt for Share Certificates, etc.
(d) securities or certificates of which the issuer is a foreign person which have the nature of Share Certificates: the number of voting rights pertaining to shares underlying the rights indicated on the Depository Receipt for Share Certificates, etc.
(e) securities or certificates of which the issuer is a foreign person which have the nature of share option certificates or corporate bond certificates with share options: the number of voting rights pertaining to the shares into which the securities or certificates have been converted in a way equivalent to the securities or certificates issued by a domestic corporation;
(f) Investment Securities, etc.: the number of voting rights pertaining to Investment Equity of the Investment Securities, etc. underlying the rights indicated on the Depository Receipt for Share Certificates, etc.
(4) The provisions of paragraph (1) and paragraph (2) shall apply mutatis mutandis to the numbers set forth in the items of the preceding paragraph.
(5) The number of voting rights in the preceding paragraphs shall include voting rights pertaining to Share Certificates, etc. that may not be asserted against the Issuer pursuant to the provision of Article 147, paragraph (1) or Article 148, paragraph (1) of the Act on Transfer of Bonds, etc. (including the cases where those provisions are applied mutatis mutandis pursuant to Article 228, paragraph (1) of the Act on Transfer of Bonds, etc.), or Article 181, paragraph (1), Article 182, paragraph (1), Article 212, paragraph (1) or Article 213, paragraph (1) of the Act on Transfer of Bonds, etc.
(Method of Public Notice)
Article 9 (1) The provision of Article 1 of the Cabinet Office Ordinance on Special Provisions, etc. for Procedures by Use of an Electronic Data Processing System for Disclosure (Cabinet Office Ordinance No. 45 of 2002; hereinafter referred to as "Ordinance on Electronic Procedures" in this paragraph) shall apply mutatis mutandis to a person who gives public notice under Article 27-3, paragraph (1) of the Act by way of Electronic Public Notice (meaning an Electronic Public Notice as defined in Article 9-3, paragraph (1), item (i) of the Order; the same shall apply hereinafter) and the provisions of Article 2 of the Ordinance on Electronic Procedures shall apply mutatis mutandis to a person who gives a public notice under Article 27-3, paragraph (1) of the Act by way of Electronic Public Notice. In this case, the phrase "shall conduct such procedures by inputting the matters to be stated in the documents in case where Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures are carried out in writing by the method of connecting the Input/Output Device (meaning the input/output device set forth in Article 14-10, paragraph (1) of the Order; the same shall apply hereinafter) used by the person who conducts such Electronic Disclosure Procedures or Discretionary Electronic Public Notice and the computer under Article 27-30-2 of the Act via a telecommunications line by the input of the identification number and password through such Input/Output device, and inputting the matters through an Input/Output Device; provided, however, that, among such matters, the seal and sign may be omitted" in Article 1 of the Ordinance on Electronic Procedures shall be deemed to be replaced with "shall conduct such procedures by the method of connecting the Input/Output Device (meaning the input/output device set forth in Article 14-10, paragraph (1) of the Order; the same shall apply hereinafter) used by the person who conducts such Electronic Disclosure Procedures or Discretionary Electronic Public Notice and the computer under Article 27-30-2 of the Act via a telecommunications line by the input of the identification number and password through such Input/Output device, and inputting the matters through an Input/Output Device.", the phrase "shall submit the document prepared by using Form 1 (limited to those containing the number obtained by connecting the Input/Output Device used by such Notifier and the computer under Article 27-30-2 of the Act via a telecommunications line and inputting the matters to be stated in Form 1 and any other matters; hereinafter referred to as the 'Written Notice by Electronic Disclosure System') to the Director-General of a Local Finance Bureau or the Director-General of the Fukuoka Local Finance Branch Bureau (hereinafter collectively referred to as the 'Director-General of a Local Finance Bureau, etc.') to whom the document is to be submitted in case where Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures are carried out in writing." in Article 2, paragraph (1) of the Ordinance on Electronic Procedures shall be deemed to be replaced with "shall submit the document prepared by using Form 7 (limited to those containing the number obtained by connecting the Input/Output Device used by such Notifier and the computer under Article 27-30-2 of the Act via a telecommunications line and inputting the matters to be stated in Form 7 and any other matters; hereinafter referred to as the 'Written Notice for Electronic Public Notice') to the Director-General of a Local Finance Bureau or the Director-General of the Fukuoka Local Finance Branch Bureau (hereinafter collectively referred to as the 'Director-General of a Local Finance Bureau, etc.') to whom the Tender Offer Notification is to be submitted; provided, however, that this shall not apply to cases where the notification under Article 2, paragraph (1) of the Cabinet Office Ordinance on Special Provisions, etc. for Procedures by Use of an Electronic Data Processing System for Disclosure (including the cases where it is applied mutatis mutandis pursuant to Article 17-5, paragraph (1) of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. (Ordinance of the Ministry of Finance No. 5 of 1973), Article 27-5, paragraph (1) of the Cabinet Office Ordinance on the Disclosure of Information, etc. on Regulated Securities (Ordinance of the Ministry of Finance No. 22 of 1993), and Article 3, paragraph (1) of the Cabinet Office Ordinance on the Disclosure Required for Tender Offer of Listed Share Certificates, etc. by Issuer (Ordinance of the Ministry of Finance No. 95 of 1994)) has been already given.", the term "Written Notice by Electronic Disclosure System" in Article 2, paragraph (2) of the Ordinance on Electronic Procedures shall be deemed to be replaced with "Written Notice of Electronic Public Notice", the phrase "Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures" in that paragraph shall be deemed to be replaced with "Electronic Public Notice" and the term "Written Notice by Electronic Disclosure System" in paragraph (3) to paragraph (5) inclusive of that Article shall be deemed to be replaced with "Written Notice of Electronic Public Notice."
(2) In cases where a Public Notice for Commencing Tender Offer is given by publication in a daily newspaper pursuant to the provisions of Article 9-3, paragraph (1), item (ii) of the Order, such public notice shall be given by publication in daily newspapers including two or more of the following daily newspapers; provided, however, that in case of a publication in a daily newspaper that publishes matters on current affairs nationwide, such public notice may be given by the publication in one or more daily newspapers.
(i) a daily newspaper which publishes matters on current affairs; or
(ii) a daily newspaper that reports on general industrial and economic matters.
(3) The public notice set forth in the main clause of Article 9-3, paragraph (1) of the Order (excluding Article 27-3, paragraph (1) of the Act) shall be given by way of an Electronic Public Notice in cases where the Public Notice for Commencing Tender Offer pertaining to such a public notice is given by way of an Electronic Public Notice and shall be given by publication in daily newspapers which published said public notice in cases where the Public Notice for Commencing Tender Offer pertaining to such a public notice is given by publication in daily newspapers; provided, however, that this shall not apply to cases where the public notice is given pursuant to the provisions of Article 4-2-4, paragraph (3) of the Order as applied mutatis mutandis pursuant to Article 9-3, paragraph (5) of the Order.
(Publication in a Daily Newspaper to the Effect that Public Notice Has Been Given)
Article 9-2 In a case of giving public notice in daily newspapers pursuant to the provisions of Article 9-3, paragraph (3) of the Order, the public notice shall be given by publishing to the effect that the public notice has been given, the Internet Address for Electronic Public Notices, and any other necessary matters in a daily newspaper that publishes matters on current affairs nationwide.
(Approval, etc. in Case Where Public Notice Cannot Be Given by Way of Electronic Public Notice)
Article 9-3 (1) A person who intends to obtain the approval under Article 4-2-4, paragraph (3) of the Order as applied mutatis mutandis pursuant to Article 9-3, paragraph (5) of the Order shall submit a document containing the following matters to the Director-General of the Kanto Local Finance Bureau:
(i) the trade name or name of the person to give the public notice;
(ii) the location or address of the head office or principal office of the person to give the public notice;
(iii) the reason why the public notice cannot be given by way of an Electronic Public Notice; and
(iv) the method of public notice in lieu of an Electronic Public Notice.
(2) The method specified by a Cabinet Office Ordinance, referred to in Article 4-2-4, paragraph (3) of the Order as applied mutatis mutandis pursuant to Article 9-3, paragraph (5) of the Order, shall be any of the following:
(i) the publication in a daily newspaper that publishes matters on current affairs nationwide; and
(ii) the method designated by the Commissioner of the Financial Services Agency.
(Public Notice on Details of the Interruption of a Public Notice)
Article 9-4 In cases of giving the public notice on the details of the interruption of a public notice pursuant to the provision of Article 4-2-4, paragraph (4), item (iii) of the Order as applied mutatis mutandis pursuant to Article 9-3, paragraph (5) of the Order, public notice of the following matters shall be given in said public notice in which the interruption occurred:
(i) the period of the interruption of the public notice; and
(ii) the cause of the interruption of the public notice.
(Method, etc. of Public Notice of Amendment, etc. to a Public Notice for Commencing Tender Offer)
Article 9-5 (1) The public notice specified in Article 27-7, paragraphs (1) and (2) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 27-8, paragraph (12) of the Act), Article 27-8, paragraph (8) of the Act, and Article 27-10, paragraphs (5) and (6) of the Act (hereinafter referred to as "Public Notice of Amendment, etc. to a Public Notice for Commencing Tender Offer" in this Article) shall be given by way of an Electronic Public Notice in cases where the Public Notice for Commencing Tender Offer or the Public Notice of Request for Period Extension (meaning a Public Notice of Request for Period Extension defined in Article 27-10, paragraph (5) of the Act) pertaining to such public notice is to be given by way of an Electronic Public Notice and shall be given by publication in the daily newspapers which published the public notice in cases where the public notice is to be given by publication in daily newspapers.
(2) A person who gives a Public Notice of Amendment, etc. to a Public Notice for Commencing Tender Offer by way of an Electronic Public Notice shall, without delay after giving the public notice, publish the following matters in daily newspapers that publish matters on current affairs nationwide.
(i) the day on which the public notice was given;
(ii) the Internet Address for Electronic Public Notices; and
(iii) any other necessary matters.
(3) A person who gives a Public Notice of Amendment, etc. to a Public Notice for Commencing Tender Offer shall, when he/she is unable to give the public notice by way of an Electronic Public Notice due to a fault in telecommunications line or any other cause, submit a document containing the matters set forth in the items of Article 9-3, paragraph (1) to the Director-General of the Kanto Local Finance Bureau.
(4) A person who gives a Public Notice of Amendment, etc. to a Public Notice for Commencing Tender Offer by way of an Electronic Public Notice shall continue to give said Electronic Public Notice until the last day of the Tender Offer Period.
(5) Notwithstanding the provisions of the preceding paragraph, in cases where an Interruption of a Public Notice (meaning that the information, which was being made available to many and unspecified persons, is no longer being made available or that such information has been altered after having been made available to many and unspecified persons; hereinafter the same shall apply in this paragraph) occurs during the period in which public notice by way of an Electronic Public Notice is to be given pursuant to the provisions of that paragraph (such period shall be referred to as the "Public Notice Period" in item (ii)), if all of the following conditions are met, such an Interruption of a Public Notice shall not affect the effects of such a public notice:
(i) with regard to the occurrence of the Interruption of a Public Notice, the person gives the public notice by way of an Electronic Public Notice has acted in good faith and without gross negligence, or such person has justifiable grounds;
(ii) the total time during which the Interruption of a Public Notice occurred does not exceed one-tenth of the Public Notice Period; and
(iii) promptly after learning about the occurrence of the Interruption of a Public Notice, the person who gives the public notice by way of Electronic Public Notice has given a public notice to that effect, including of the period in which the Interruption of a Public Notice occurred, and of the cause of the Interruption of a Public Notice.
(Number of Share Certificates, etc.)
Article 9-6 The number of shares specified by a Cabinet Office Ordinance, referred to in Article 27-3, paragraph (1) of the Act, shall be any of the following numbers:
(i) with regard to share option certificates, the number of shares underlying the share options;
(ii) with regard to corporate bond certificates with share options, the number of shares underlying the share options attached to the corporate bond certificates with share options;
(iii) with regard to securities or certificates of which the issuer is a foreign person which have the nature of Share Certificates, the number of shares;
(iv) with regard to securities or certificates of which the issuer is a foreign person which have the nature of share option certificates or corporate bond certificates with share options, the number of shares into which the securities or certificates have been converted in a way equivalent to the securities or certificates issued by a domestic corporation;
(v) with regard to Investment Securities, etc., the number of units of Investment Equity;
(vi) with regard to Beneficiary Certificates of Share Certificates, etc. in Trust, the number listed in the following items according to the following category of Entrusted Securities:
(a) Share Certificates: the number of shares of a beneficial interest indicated on the Beneficiary Certificates of Share Certificates, etc. in Trust
(b) share option certificates: the number of shares underlying the share options of the share option certificates of a beneficial interest indicated on the Beneficiary Certificates of Share Certificates, etc. in Trust
(c) corporate bond certificates with share options: the number of shares underlying the share options attached to corporate bond certificates with share options of a beneficial interest indicated on the Beneficiary Certificates of Share Certificates, etc. in Trust
(d) securities or certificates of which the issuer is a foreign person which have the nature of Share Certificates: the number of shares of a beneficial interest indicated on the Beneficiary Certificates of Share Certificates, etc. in Trust
(e) securities or certificates of which the issuer is a foreign person which have the nature of share option certificates or corporate bond certificates with share options: the number of shares into which the securities or certificates have been converted in a way equivalent to the securities or certificates issued by a domestic corporation
(f) Investment Securities, etc.: the number of units of Investment Equity of Investment Securities, etc. of a beneficial interest indicated on the Beneficiary Certificates of Share Certificates, etc. in Trust
(vii) with regard to Depository Receipt for Share Certificates, etc., the number set forth in the following items according to the following category of Securities pertaining to the rights indicated on the Depository Receipt for Share Certificates, etc.:
(a) Share Certificates: the number of shares underlying the rights indicated on the Depository Receipt for Share Certificates, etc.
(b) share option certificates: the number of shares underlying the share options of the share option certificates underlying the rights indicated on the Depository Receipt for Share Certificates, etc.
(c) corporate bond certificates with share options: the number of shares underlying the share options attached to corporate bond certificates with share options underlying the rights indicated on the Depository Receipt for Share Certificates, etc.
(d) securities or certificates of which the issuer is a foreign person which have the nature of Share Certificates: the number of shares underlying the rights indicated on the Depository Receipt for Share Certificates, etc.
(e) securities or certificates of which the issuer is a foreign person which have the nature of share option certificates or corporate bond certificates with share options: the number of shares into which the securities or certificates have been converted in a way equivalent to the securities or certificates issued by a domestic corporation
(f) Investment Securities, etc.: the number of units of Investment Equity of the Investment Securities, etc. underlying the rights indicated on the Depository Receipt for Share Certificates, etc.
(Matters to be Published in a Public Notice for Commencing Tender Offer)
Article 10 The matters specified by a Cabinet Office Ordinance, referred to in Article 27-3, paragraph (1) of the Act, shall be the following matters:
(i) the name and address or location of the Tender Offeror;
(ii) a statement to the effect that the Purchase, etc. of Share Certificates, etc. is to be conducted through a Tender Offer;
(iii) the purpose of the Tender Offer;
(iv) the matters concerning the contents of the Tender Offer which are listed in the following sub-items:
(a) the name of the Subject Company;
(b) the class of Share Certificates, etc. for which Purchase, etc. is to be made;
(c) the period of Purchase, etc., Price for Purchase, etc., and number of Share Certificates, etc. planned to be purchased;
(d) the ratio of the number of voting rights pertaining to the Share Certificates, etc. planned to be purchased to the total number of the Voting Rights Held by All the Shareholders, etc. of the Issuer;
(e) Share Certificates, etc. Holding Rate (meaning Share Certificates, etc. Holding Rate as defined in Article 27-2, paragraph (8) of the Act; hereinafter the same shall apply in this item) for the Share Certificates, etc. held by the Tender Offeror as of the day on which the public notice specified in Article 27-3, paragraph (1) of the Act is to be given and Share Certificates, etc. Holding Rate of Persons in Special Relationship as of the day on which the public notice is to be given and the total thereof;
(f) Share Certificates, etc. Holding Rate of Share Certificates, etc. held by the Tender Offeror after Purchase, etc. and the total of such Share Certificates, etc. Holding Rate and the Share Certificates, etc. Holding Rate of Persons in Special Relationship as of the day on which the public notice is to be given;
(g) the method and place of acceptance of offer for Purchase, etc. or offer for Sales, etc.;
(h) the name of the Financial Instruments Business Operator or Bank, etc. which settles the Purchase, etc. and the commencement date, the method, and the place of settlement as well as the method of returning Share Certificates, etc.; and
(i) other conditions and methods of Purchase, etc.
(v) whether the Tender Offer is agreed upon with the Subject Company or an Officer thereof or not;
(vi) the place where the copy of the Tender Offer Notification is to be made available for public inspection; and
(vii) the matters set forth in the following sub-items according to the following categories:
(a) in cases where the Tender Offeror is a company: the purpose, contents of business, and amount of stated capital of the company;
(b) in cases where the Tender Offeror is a Juridical Person etc. other than a company: the purpose, contents of business, and amount of investment or donation or anything similar thereto of the Juridical Person, etc.; and
(c) in cases where the Tender Offeror is an individual: the occupation thereof.
(Agent in Cases where the Tender Offeror is a Non-Resident)
Article 11 In cases where a Tender Offeror who is a Non-Resident (meaning a Non-Resident as defined in Article 6, paragraph (1), item (vi) of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949); the same shall apply hereinafter) submits the Tender Offer Notification pursuant to the provisions of Article 27-3, paragraph (2) of the Act, the Tender Offeror shall appoint a person who has an address or office in Japan and who has the authority to represent the Tender Offeror for any acts concerning the submission of documents pertaining to the Tender Offer.
(Contents of the Statements, etc. in a Tender Offer Notification)
Article 12 The Tender Offeror who is to submit a Tender Offer Notification pursuant to the provisions of Article 27-3, paragraph (2) of the Act shall prepare three copies of the Tender Offer Notification using Form 2 and shall submit them to the Director-General of the Kanto Local Finance Bureau.
(Documents Attached to a Tender Offer Notification)
Article 13 (1) The documents specified as those to be attached thereto by a Cabinet Office Ordinance, referred to in Article 27-3, paragraph (2) of the Act, shall be the following documents:
(i) in cases where the Tender Offeror is a Juridical Person, etc., the articles of incorporation or documents equivalent thereto;
(ii) in cases where the Tender Offeror is a Juridical Person, etc. other than a company which is to submit an Annual Securities Report pursuant to the provisions of Article 24, paragraph (1) of the Act, documents sufficiently showing its establishment;
(iii) in cases where the Tender Offeror is an individual, extracts of a residence certificate or any alternative document;
(iv) in cases where the Tender Offeror is a Non-Resident, a document proving that such Non-Resident has granted a person the authority to represent said Tender Offeror for any acts concerning the submission of documents pertaining to the Tender Offer;
(v) a copy of the contract which the Tender Offeror has concluded with a Financial Instruments Business Operator or Bank, etc. with regard to the affairs specified in Article 27-2, paragraph (4) of the Act;
(vi) in cases where there is a person who conducts a Purchase, etc. of Share Certificates, etc. through a Tender Offer on behalf of the Tender Offeror, a copy of the contract which he/she has concluded with regard to the agency service;
(vii) documents sufficiently showing the balance of the Tender Offeror's deposit in a Bank, etc. or the existence of funds necessary for the Tender Offer (in cases where Securities, etc. are to be delivered as the consideration for the Purchase, etc., said Securities, etc.);
(viii) in cases where there has been any written appraisal, written opinion, or documents similar thereto which have been prepared by a third party and have been referred to for calculating the Price for Purchase, etc., a copy thereof (limited to cases where the Tender Offeror is an Officer of the Subject Company, a person who conducts the Tender Offer based on the request of an Officer of the Subject Company and has a common interest with the Officer of the Subject Company, or a company or other juridical person which holds the Subject Company as its Subsidiary (meaning a Subsidiary as defined in Article 2, item (iii) of the Companies Act; the same shall apply hereinafter));
(ix) in cases where permission, authorization, approval, or anything similar thereto (hereinafter collectively referred to as "Permission, etc." in this item) from an administrative agency under other laws and regulations is required for the acquisition of Share Certificates, etc., documents sufficiently showing that such Permission, etc. has been granted (limited to cases where such Permission, etc. has been already obtained); and
(x) a document containing the contents of the Public Notice for Commencing Tender Offer.
(2) When the documents listed in the preceding paragraph have not been written in Japanese, a translation thereof must be attached.
(Sundays and Other Days)
Article 14 The day (s) specified by a Cabinet Office Ordinance, referred to in the proviso to Article 27-3, paragraph (2) of the Act, shall be any of the following days:
(i) Saturdays; or
(ii) among the holidays provided in the Act on Holidays of Administrative Organs (Act No. 91 of 1988) (hereinafter referred to as the "Holidays of Administrative Organs"), the days except for Sundays and the days set forth in the preceding item.
(Acts of Solicitation etc. of Offers for Sales, etc.)
Article 15 The acts specified by a Cabinet Office Ordinance referred to in Article 27-3 (3) of the Act, Article 27-4, paragraphs (1) and (2) of the Act, and Article 27-8, paragraph (7) of the Act shall be any of the following acts:
(i) the solicitation of offers for Purchase, etc. or offers for Sales etc.;
(ii) the delivery of a Tender Offer Statement;
(iii) receiving the acceptance of offers to Purchase, etc. or receiving the offers for Sales, etc.; or
(iv) the acceptance of Share Certificates, etc. Offered to Sell.
(Sending a Copy of a Tender Offer Notification)
Article 16 In cases where sending a copy of a Tender Offer Notification (including amendments thereto) pursuant to the provisions of Article 27-3, paragraph (4) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 27-8, paragraph (6) of the Act), it shall be sent after deleting the matters which shall not be made available for public inspection pursuant to the provisions of Article 33, paragraph (4) and the attached documents from the copy of the Tender Offer Notification.
(Special Provisions for Statements in Cases of a Tender Offer for Which Securities Registration Statements, etc. are Submitted)
Article 17 The matters specified by a Cabinet Office Ordinance as part of the matters to be stated and documents to be attached thereto which may be omitted, referred to in Article 27-4, paragraph (3) of the Act, shall be the following matters in cases where the issuer of Securities which are the consideration of the Purchase, etc. is a Tender Offeror:
(i) the matters to be stated in (1) to (5) inclusive in "9. Status of the Issuer of the Securities Which Are the Consideration for Purchase etc." in "1. Outline of Tender Offer" in Form 2; and
(ii) the articles of incorporation.
(Special Provisions for Prohibition of Separate Purchase)
Article 18 In cases where the person set forth in Article 27-2, paragraph (7), item (i) of the Act (excluding those falling under the person listed item (ii) of that paragraph) intends to make the notification under Article 27-5, item (ii) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 27-8, paragraph (10) of the Act), he/she shall prepare a written notification using Form 3 and shall submit it to the Director-General of the Kanto Local Finance Bureau.
(Matters to be Published in a Public Notice of Changes in the Terms of Purchase, etc.)
Article 19 (1) The standards specified by a Cabinet Office Ordinance, referred to in Article 27-6, paragraph (1), item (i) of the Act, shall be the method of setting the price obtained by multiplying the Price for Purchase, etc. prior to the change under the provisions of paragraph (2) of that Article by the rate calculated by using the formula set forth in the following items according to the category listed in the respective items, as the minimum amount.
(i) the split of shares or Investment Equity:
1/ (the number of shares or Investment Equity after the split related to one share or one unit of Investment Equity before the split)
(ii) allotment of shares or share options to shareholders (limited to those made without requiring them to make additional payment):
1/ (1 + (the number of shares to be allotted to one share through the allotment (in cases of allotment of share options, the number of share options converted into shares)))
(2) The matters specified by a Cabinet Office Ordinance, referred to in Article 27-6, paragraph (2) of the Act, shall be the following matters:
(i) the name and address or location of the Tender Offeror;
(ii) the matters concerning the contents of the Tender Offer which are listed in the following sub-items:
(a) the name of the Subject Company;
(b) the class of Share Certificates, etc. for which the Purchase, etc. is to be made; and
(c) the Tender Offer Period.
(iii) the fact that the Terms of Purchase, etc. will be changed and the reason therefor;
(iv) a comparison between the contents of the Terms of Purchase, etc. before the change and contents of the Terms of Purchase, etc. after the change;
(v) the treatment of the person who has conducted Sales, etc. of Share Certificates, etc. in response to the Tender Offer before the day on which the public notice is to be given; and
(vi) in cases where the Tender Offer Period is extended due to a change in the Terms of Purchase, etc., the last day of the extended Tender Offer Period and commencement date of the settlement pertaining to the Purchase etc. after the extension thereof.
(Method of Public Announcement)
Article 20 In giving a public announcement pursuant to the provisions of Article 27-6, paragraph (3) of the Act, 27-7, paragraphs (1) and (2) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 27-8, paragraph (12) of the Act), Article 27-8, paragraphs (8) and (11) of the Act, and Article 27-11, paragraph (2) of the Act, such public announcement shall be given by disclosing the contents and matters to be publicly announced to journalistic organizations including two or more of the following journalistic organizations:
(i) news publishers engaged in the sale of daily newspapers that publish matters on current affairs in the course of trade (including daily newspapers that publish industrial and economic matters);
(ii) communications agencies engaged in the comprehensive transmission of matters on current affairs to the news publishers set forth in the preceding item in the course of trade; and
(iii) NHK (Japan Broadcasting Corporation) and Private Broadcasters (meaning Private Broadcasters as prescribed in Article 2, item (iii)-3 of the Broadcast Act (Act No. 132 of 1950)).
(Submission of an Amendment or Amendment Reports)
Article 21 (1) In cases where a Tender Offeror or Subject Company submits an amendment or an amendment report pursuant to the provisions of Article 27-8, paragraph (1) or (2) of the Act (including the cases where such provisions are applied mutatis mutandis pursuant to Article 27-13, paragraph (3) of the Act), Article 27-8, paragraph (3) or (4) of the Act (including the cases where such provisions are applied mutatis mutandis pursuant to Article 27-10, paragraphs (8) and (12) and Article 27-13, paragraph (3) of the Act; hereinafter the same shall apply in this paragraph), or Article 27-13, paragraph (2) (including the cases where it is applied mutatis mutandis pursuant to paragraph (3) of that Article), the Tender Offeror or Subject Company shall prepare three copies of the amendment or amendment report and shall submit them to the Director-General of the Kanto Local Finance Bureau (in cases of an amendment or an amendment report submitted in response to an order by the Commissioner of the Financial Services Agency for submission of an amendment or an amendment report pursuant to the provision of Article 27-8, paragraph (3) or (4) of the Act, the Commissioner of the Financial Services Agency; the same shall apply in the following paragraph).
(2) In cases where a Subject Company submits an amendment report pursuant to the provisions of Article 27-8, paragraphs (1) and (2) of the Act which are applied mutatis mutandis pursuant to Article 27-10, paragraph (8) or (12) of the Act, the Subject Company shall prepare three copies of the amendment report and shall submit them to the Director-General of the Kanto Local Finance Bureau.
(3) The circumstances specified by a Cabinet Office Ordinance, referred to in Article 27-8, paragraph (2) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 27-10, paragraph (8) or (12) of the Act), shall be any of the following circumstances:
(i) that with regard to a material fact to be stated in the Tender Offer Notification, Subject Company's Position Statement, or Tender Offeror's Answer (including amendments or amendment reports thereto; collectively referred to as "Tender Offer Notification, etc." in this paragraph) which occurred before the submission date on of the Tender Offer Notification, etc., the details of which could not be stated when submitting the Tender Offer Notification, etc., it has become possible for said material fact to be stated; or
(ii) that a material fact concerning the matters to be stated in the Tender Offer Notification, etc. has occurred.
(Amendment, etc. Not Requiring Extension of the Period of Purchase, etc.)
Article 22 (1) The cases specified by a Cabinet Office Ordinance, referred to in Article 27-8, paragraph (8) of the Act, shall be the cases where an amendment is submitted on the grounds that the Tender Offer Notification (including an amendment thereto; the same shall apply in the following Article) contains deficiencies in formalities.
(2) The period specified by a Cabinet Office Ordinance, referred to in Article 27-8, paragraph (8) of the Act, shall be the period from the day following the last day of the Tender Offer Period pertaining to the Tender Offer Notification to the date on which ten days (the Holidays of Administrative Organs shall not be included) have elapsed from the day on which the amendment is to be submitted; provided, however, that in case where the period of a Purchase, etc. included in the Terms of Purchase, etc. is extended and other Terms of Purchase, etc. are not changed, the period shall be such an extended period of the Purchase, etc.
(Amendment Not Requiring a Public Notice or Public Announcement of an Amendment)
Article 23 The amendment specified by a Cabinet Office Ordinance, referred to in Article 27-8, paragraph (11) of the Act, shall be an amendment which is submitted on the grounds that the Tender Offer Notification contains deficiencies in formalities.
(Preparation, etc. of Tender Offer Statement)
Article 24 (1) The matters to be stated in a Tender Offer Notification which are specified by a Cabinet Office Ordinance, referred to in Article 27-9, paragraph (1) of the Act, shall be those from which the matters that shall not be made available for public inspection pursuant to the provisions of Article 33, paragraph (4) are excluded.
(2) The matters specified by a Cabinet Office Ordinance, referred to in Article 27-9, paragraph (1) of the Act, shall be the following matters:
(i) the fact that the Tender Offer is one to which the provisions of Chapter II-2, Section 1 of the Act apply; and
(ii) the fact that the Tender Offer Statement is the Tender Offer Statement prescribed in Article 27-9 of the Act.
(3) In preparing a Tender Offer Statement pursuant to the provisions of Article 27-9, paragraph (1) of the Act, the matters listed in the items of the preceding paragraph shall be stated on the front page or in some other conspicuous place in the Tender Offer Statement.
(4) A Tender Offeror who delivers the Tender Offer Statement pursuant to the provisions of Article 27-9, paragraph (2) of the Act shall, in advance or at the same time, deliver the Tender Offer Statement to the person who intends to conduct Sales, etc. of Share Certificates, etc.
(5) A Tender Offeror who delivers the amended Tender Offer Statement to the person to whom the Tender Offer Statement has already been delivered pursuant to the provisions of Article 27-9, paragraph (3) of the Act may, in cases where the amendment is limited to a small scope, make such delivery by the method of preparing a document containing the reason for the amendment, the amended matters, and the contents after amendment, and delivering such document.
(Subject Company's Position Statement, etc.)
Article 25 (1) The matters specified by a Cabinet Office Ordinance, referred to in Article 27-10, paragraph (1) of the Act, shall be the following matters:
(i) the name and address or location of the Tender Offeror;
(ii) the contents of and grounds for the opinions on the Tender Offer;
(iii) the details of a resolution of the board of directors that determined the opinion (in cases of a company with committees, decisions made by executive officers based on the delegation by a resolution of the board of directors pursuant to the provisions of Article 416, paragraph (4) of the Companies Act) or the resolution of a Board of Officers (meaning the board of officers specified in Article 112 of the Act on Investment Trust and Investment Corporations);
(iv) the number of Share Certificates, etc. related to the Tender Offer which are held by an Officer of the issuer and the number of voting rights pertaining to such Share Certificates, etc.;
(v) in cases where the Tender Offeror or Persons in Special Relationship of the Tender Offeror (excluding persons who has given the notification under Article 27-5, item (ii) of the Act to the Commissioner of the Financial Services Agency) promise to provide profit to an Officer of the issuer, the details of the profit;
(vi) in cases where efforts are made to prevent the decision of financial and business policies of the issuer from being controlled by any inappropriate person in light of the basic policy concerning the requirements for the person controlling the decision of the financial and business policies of the issuer, the details of the efforts; and
(vii) in cases where there are any of the matters set forth in the items of Article 27-10, paragraph (2) of the Act, such matters;
(2) The Subject Company which is to submit a Subject Company's Position Statement pursuant to the provisions of Article 27-10, paragraph (1) of the Act shall prepare three copies of the Subject Company's Position Statement using Form 4 and shall submit them to the Director-General of the Kanto Local Finance Bureau.
(3) The matters specified by a Cabinet Office Ordinance, referred to in Article 27-10, paragraph (11) of the Act, shall be the following matters:
(i) responses to the questions under Article 27-10, paragraph (2), item (i) of the Act;
(ii) when it is found to be unnecessary to answer the questions under the preceding item, a statement to that effect and the reason therefor;
(4) A Tender Offeror who is to submit a Tender Offeror's Answer pursuant to the provisions of Article 27-10, paragraph (11) of the Act shall prepare three copies of Tender Offeror's Answer using Form 8 and shall submit them to the Director-General of the Kanto Local Finance Bureau.
(Matters to be Published in a Public Notice of Request for Period Extension)
Article 25-2 The matters specified by a Cabinet Office Ordinance, referred to in Article 27-10, paragraph (4) of the Act, shall be the following matters:
(i) the name and location of the Subject Company;
(ii) a statement to the effect that the Subject Company's Position Statement contains, pursuant to the provisions of Article 27-10, paragraph (2) of the Act, the fact that the request shall be made pursuant to the provisions of item (ii) of that paragraph;
(iii) a statement to the effect that the extended period of Purchase, etc. pursuant to the provisions of Article 27-10, paragraph (3) of the Act is to become 30 days (the Holidays of Administrative Organs shall not be included);
(iv) the last day of the extended Tender Offer Period;
(v) the matters concerning the Tender Offer which are set forth in the following sub-items:
(a) the name and address or location of the Tender Offeror; and
(b) the class of Share Certificates, etc. for which Purchase, etc. is to be made.
(Cases Excluded from Conditions of Withdrawal)
Article 26 (1) The criteria specified by a Cabinet Office Ordinance as being minor, referred to in Article 14, paragraph (1) of the Order which are related to the matters listed in item (i) of that paragraph, shall be those listed in the following items according to the category of matters listed in the respective items:
(i) the matters set forth in Article 14, paragraph (1), item (i), sub-item (a) of the Order: that the share exchange is the one in which, in cases where the Subject Company or its Subsidiary becomes a Wholly Owning Parent Company in Share Exchange (meaning a Wholly Owning Parent Company in Share Exchange as defined in Article 767 of the Companies Act), the book value of the total assets of the company which becomes a Wholly Owned Subsidiary Company in Share Exchange (meaning a Wholly Owned Subsidiary Company in Share Exchange as defined in Article 768, paragraph (1), item (i) of the Companies Act) as a result of the share exchange as of the last day of its most recent business year is less than ten percent of the book value of the total assets of the Subject Company or its Subsidiary as of the last day of the most recent business year thereof;
(ii) the matters set forth in Article 14, paragraph (1), item (i), sub-item (c) of the Order: that the company split falls under either of the following sub-items:
(a) cases where having the business assumed in whole or in part through the company split, the book value of assets related to the split as of the last day of the most recent business year is less than ten percent of the book value of the total assets as of that day, and both in the business year that includes the scheduled date of such split and the following business year, the amount of reduction in net sales as a result of the split is expected to be less than the amount equivalent to ten percent of the net sales in the most recent business year; or
(b) cases where assuming business in whole or in part through the company split, the amount of increase in assets as a result of the split is expected to be less than the amount equivalent to ten percent of the book value of the total assets as of the last day of the most recent business year.
(iii) the matters set forth in Article 14, paragraph (1), item (i), sub-item (d) of the Order: that the merger falls under either of the following sub-items:
(a) an absorption-type merger whose amount of increase in assets as a result of said merger is expected to be less than ten percent of the book value of the total assets as of the last day of the most recent business year; or
(b) a merger (including dissolution as a result of merger) with a Subsidiary or Subsidiary Juridical Person (meaning a Subsidiary Juridical Person as defined in Article 77-2, paragraph (1) of the Act on Investment Trust and Investment Corporations and including a Subsidiary Juridical Person of a Foreign Investment Corporation similar thereto; the same shall apply in item (v), sub-item (c)) of which the Subject Company holds all of the issued shares, Investment Equity, or equity;
(iv) the matters set forth in Article 14, paragraph (1), item (i), sub-item (g) of the Order: that the reduction of the amount of stated capital is one in which the amount of reduction of the stated capital is less than ten percent of the amount of stated capital as of the last day of the most recent business year;
(v) the matters set forth in Article 14, paragraph (1), item (i), sub-item (h) of the Order: that the transfer, acceptance, suspension, or abolition of the business in whole or in part falls under either of the following sub-items:
(a) cases where transferring business in whole or in part, the book value of assets subject to the transfer of business as of the last day of the most recent business year is less than ten percent of the book value of the total assets as of that day, and both in the business year that includes the scheduled date of such transfer of business and the following business year, the amount of reduction in net sales as a result of said transfer of business is expected to be less than the amount equivalent to ten percent of the net sales in the most recent business year;
(b) cases where accepting the assignment of business in whole or in part, the amount of increase in assets as a result of the acceptance of the transfer of business is expected to be less than the amount equivalent to ten percent of the book value of the total assets as of the last day of the most recent business year;
(c) the acceptance of assignment of business in whole or in part from a Subsidiary or Subsidiary Juridical Person of which the Subject Company holds all of the issued shares, Investment Equity, or equity; or
(d) the amount of reduction in net sales as a result of the suspension or abolition of business in whole or in part is expected to be less than the amount equivalent to ten percent of the net sales for the most recent business year in each business year which commences within three years from the day of commencement of the business year which includes the scheduled date of the suspension or abolition of the business in whole or in part.
(vi) the matters set forth in Article 14, paragraph (1), item (i), sub-item (l) of the Order: that in cases where the split is conducted, the split is one in which the number obtained by dividing the ratio of the number of voting rights pertaining to the Number of Share Certificates, etc. Planned to be Purchased (meaning Number of Share Certificates, etc. Planned to be Purchased as defined in Article 27-3, paragraph (1) of the Act) to the number set forth in Article 4-2, paragraph (1), item (ii) (hereinafter referred to as "Ratio of Voting Rights" in this paragraph) after the split by the Ratio of Voting Rights before the split is not less than 90 percent;
(vii) the matters set forth in Article 14, paragraph (1), item (i), sub-item (m) of the Order: that in cases where the allotment is conducted, the allotment is one in which the number obtained by dividing the Ratio of Voting Rights after the allotment by the Ratio of Voting Rights before the allotment is not less than 90 percent;
(viii) the matters set forth in Article 14, paragraph (1), item (i), sub-item (n) of the Order: that in cases where the issuance is conducted, the issuance is one in which the number obtained by dividing the Ratio of Voting Rights after the issuance by the Ratio of Voting Rights before the issuance is not less than 90 percent;
(ix) the matters set forth in Article 14, paragraph (1), item (i), sub-item (o) of the Order: that in cases where the disposal is conducted, the disposal is one in which the number obtained by dividing the Ratio of Voting Rights after the disposal by the Ratio of Voting Rights before the disposal is not less than 90 percent;
(x) the matters set forth in Article 14, paragraph (1), item (i), sub-item (r) of the Order: that the borrowing is a borrowing in an amount less than the amount equivalent to ten percent of the book value of the total assets; and
(xi) the Subsidiary referred to in Article 14, paragraph (1), item (i) of the Order: that the book value of the total assets of the Subsidiary as of the last day of its most recent business year is less than ten percent of the book value of the total assets of the Subject Company as of the last day of its most recent business year (limited to the matters set forth in sub-items (e), (f), (i), (j), (k), and (p) of that item).
(2) The proportion specified by a Cabinet Office Ordinance, referred to in Article 14, paragraph (1), item (ii), sub-item (a) of the Order, shall be one-tenth.
(3) The criteria specified by a Cabinet Office Ordinance as being minor, referred to in Article 14, paragraph (1) of the Order, which are related to the facts listed in item (iii) of that paragraph shall be those set forth in the following items according to the category of facts listed in the respective items:
(i) the fact set forth in Article 14, paragraph (1), item (iii), sub-item (a) of the Order: that, in cases where a provisional disposition order was issued immediately after the filing of a petition seeking the provisional disposition order as filed in such petition, in each business year which commences within three years from the day of commencement of the business year that includes the date of said petition, the amount of reduction in net sales as a result of the provisional disposition order is expected to be less than the amount equivalent to ten percent of the net sales in the most recent business year;
(ii) the fact set forth in Article 14, paragraph (1), item (iii), sub-item (b) of the Order: that in each business year which commences within three years from the day of commencement of the business year that includes the day of disposition under laws and regulations, the amount of reduction in net sales as a result of the disposition is expected to be less than the amount equivalent to ten percent of the net sales in the most recent business year;
(iii) the fact set forth in Article 14, paragraph (1), item (iii), sub-item (e) of the Order: that in each business year which commences within three years from the day of commencement of the business year that includes the day of suspension of a transaction with a Major Trading Partner (meaning a Major Trading Partner as defined in that item), the amount of reduction in net sales as a result of the suspension of said transaction is expected to be less than the amount equivalent to ten percent of the net sales in the most recent business year;
(iv) the fact set forth in Article 14, paragraph (1), item (iii), sub-item (f) of the Order: that the amount of damage resulting from a disaster is expected to be less than the amount equivalent to one percent of the book value of the total assets as of the last day of the most recent business year;
(v) the fact set forth in Article 14, paragraph (1), item (iii), sub-item (g) of the Order: that the value of the subject-matter of suit is less than the amount equivalent to five percent of the book value of the total assets as of the last day of the most recent business year;
(4) The circumstances specified by a Cabinet Office Ordinance, referred to in Article 14, paragraph (1), item (v) of the Order, shall be in cases where the organ of the Subject Company which is responsible for making decisions on the execution of the operations has made a decision that it may conduct delivery of shares which may change the matters for which the Tender Offeror and Persons in Special Relationship with the Tender Offeror may exercise their voting rights at the shareholders meeting after the Tender Offer or any other acts (limited to those conducted after the last day of the period of Purchase, etc. related to the Tender Offer) and has publicly announced the details of such decision, and the organ has made a decision (limited to a decision publicly announced on or after the day on which a Public Notice for Commencing Tender Offer had been given) to maintain the former decision.
(Matters to be Published in a Public Notice of Withdrawal, etc. of a Tender Offer)
Article 27 The matters specified by a Cabinet Office Ordinance, referred to in Article 27-11, paragraph (2) of the Act, shall be the following matters:
(i) the name and address or location of the Tender Offeror;
(ii) the matters concerning the contents of the Tender Offer which are listed in the following sub-items:
(a) the name of the Subject Company;
(b) the class of Share Certificates, etc. pertaining to the Purchase, etc.; and
(c) the Tender Offer Period.
(iii) a statement to the effect of the implementation of Withdrawal, etc. of Tender Offer (meaning the Withdrawal, etc. of Tender Offer defined in Article 27-11, paragraph (1) of the Act) and the reason thereof;
(iv) the commencement date, method, and place of returning Share Certificates, etc. Offered to Sell; and
(v) the place where the copy of the Written Withdrawal of Tender Offer is to be made available for public inspection.
(Matters to be Stated, etc. in a Written Withdrawal of Tender Offer)
Article 28 A Tender Offeror who is to submit a Written Withdrawal of Tender Offer pursuant to the provisions of Article 27-11, paragraph (3) of the Act shall prepare three copies of Written Withdrawal of Tender Offer using Form 5 and shall submit them to the Director-General of the Kanto Local Finance Bureau.
(Designation of Person to Whom Written Cancellation of a Contract is to be Delivered or Sent)
Article 29 The persons specified by a Cabinet Office Ordinance, referred to in Article 14-2 of the Order, shall be the Tender Offeror and the person affiliated with the Tender Offeror as specified in Article 10 of the Order who has an address, residence, business office, or office in Japan.
(Matters to be Published in a Public Notice of the Results of a Tender Offer)
Article 30 (1) The matters specified by a Cabinet Office Ordinance, referred to in Article 27-13, paragraph (1) of the Act, shall be the following matters:
(i) the name and address or location of the Tender Offeror;
(ii) the matters concerning the contents of the Tender Offer which are listed in the following sub-items:
(a) the name of the Subject Company;
(b) the class of Share Certificates, etc. pertaining to the Purchase, etc.; and
(c) the Tender Offer Period.
(iii) in cases where the term specified in Article 27-13, paragraph (4), item (i) of the Act is stated in the Tender Offer Notification, whether or not said term is fulfilled;
(iv) the number of Share Certificates, etc. Offered to Sell and the number of Share Certificates, etc. for which a Purchase, etc. is to be conducted;
(v) the method and commencement date of settlement; and
(vi) the place where the copy of the Tender Offer Report shall be made available for public inspection.
(2) When it is difficult to give public notice or make a public announcement on the number of Share Certificates, etc. for which a Purchase, etc. is to be made by the Method of Proportional Distribution in giving public notice or making a public announcement pursuant to the provisions of Article 27-13, paragraph (1) of the Act, the Tender Offeror shall give public notice or make a public announcement on the number of the Share Certificates, etc. without delay after giving public notice or making a public announcement on matters other than the number of said Share Certificates, etc.
(Public Announcement of the Number, etc. of Share Certificates Offered to Sell)
Article 30-2 In giving a public announcement pursuant to the provisions of Article 9-4 of the Order, such public announcement shall be given by disclosing the contents and matters which should be publicly announced to journalistic organizations including two or more of the journalistic organizations set forth in the items of that Article.
(Matters, etc. to be Stated in a Tender Offer Report)
Article 31 A Tender Offeror who is to submit a Tender Offer Report pursuant to the provisions of Article 27-13, paragraph (2) of the Act shall prepare three copies of the Tender Offer Report using Form 6 and shall submit them to the Director-General of the Kanto Local Finance Bureau.
(Method of Proportional Distribution)
Article 32 (1) The Method of Proportional Distribution specified by a Cabinet Office Ordinance, referred to in Article 27-13, paragraph (5) of the Act, shall be the method of obtaining a number by multiplying the number of Share Certificates, etc. Offered to Sell of the Accepting Shareholder, etc. by the ratio of the total number of voting rights pertaining to Share Certificates, etc. for which Purchase, etc. is to be made to the total number of voting rights pertaining to Share Certificates, etc. Offered to Sell and, if such number obtained by this calculation includes a fraction of less than one share, rounding off such number to a whole number.
(2) In cases where the total number calculated by the method prescribed in the preceding paragraph is different from the total number of Share Certificates, etc. for which Purchase, etc. is to be made, the difference shall be processed by the method stated in the Tender Offer Notification.
(3) In paragraph (1), one share means, with regard to Share Certificates of a company which fixes the number of shares for one unit of shares pursuant to the provisions of Article 188, paragraph (1) of the Companies Act, such number of shares for one unit of shares, with regard to share option certificates, the number of shares which are issued or required to be transferred through an exercise of rights of the share option certificates and, with regard to corporate bond certificates with share options, the number of shares which are issued or required to be transferred through exercise of share options with regard to the face value.
(Method of Public Inspection)
Article 33 (1) The Tender Offer Notification (including the amendment thereto; the same shall apply in paragraph (4)) and Written Withdrawal of Tender Offer, the Tender Offer Report, and the Subject Company's Position Statement and Tender Offeror's Answer (including the amendment reports thereto) shall be kept and made available for public inspection at the Kanto Local Finance Bureau and finance bureaus which have jurisdiction over the location of the head office or office of the issuer of the Share Certificates, etc. related to such documents (in cases where said location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, at the Fukuoka Local Finance Branch Bureau).
(2) In cases where a copy of the documents set forth in the preceding paragraph is required to be made available for public inspection pursuant to the provisions of Article 27-14, paragraph (2) of the Act, the Juridical Person, etc. who has submitted the documents shall do so by the method of making them available for public inspection at the head office or principal office of the Juridical Person, etc. (in cases where the Juridical Person, etc. is a foreign Juridical Person, etc., at the principal branch office or office of such Juridical Person, etc. in Japan) during its business hours.
(3) A Financial Instruments Exchange and Authorized Financial Instruments Firms Association (meaning an Authorized Financial Instruments Firms Association as defined in Article 2, paragraph (13) of the Act) shall make copies of the documents set forth in paragraph (1) available for public inspection during their business hours pursuant to the provisions of Article 27-14, paragraph (3) of the Act.
(4) With regard to the matters concerning funds for Purchase, etc. as stated in the Tender Offer Notification, in cases where said funds have been borrowed from a Bank, etc., the Director-General of a Local Finance Bureau or the Director-General of the Fukuoka Local Finance Branch Bureau shall not, notwithstanding the provisions of paragraph (1), make the name of the Bank, etc., nor a copy of the contract for such borrowings available for public inspection, and the person who has submitted the Tender Offer Notification shall, notwithstanding the provisions of paragraph (2), delete such matters and attached documents and make the copy of the Tender Offer Notification available for public inspection; provided, however, that this shall not apply to cases where the person who has submitted the Tender Offer Notification clearly indicates to the Bank, etc. that he/she is allocating the borrowings to the funds when borrowing from the Bank, etc., and states to that effect in the Tender Offer Notification.
(Application Mutatis Mutandis, etc. of Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. Pertaining to Methods Using Information and Communications Technology for Delivery of a Tender Offer Statement)
Article 33-2 (1) The provision of Article 23-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. shall apply mutatis mutandis to cases where the provisions of Article 27-30-9, paragraph (1) of the Act apply mutatis mutandis to Article 27-30-9, paragraph (2) of the Act. In this case, the term "Prospectus" in Article 23-2 of that Cabinet Office Ordinance shall be deemed to be replaced with "Tender Offer Statement."
(2) When a Tender Offeror provides the matters to be stated in the Tender Offer Statement in lieu of the delivery thereof referred to in Article 27-9, paragraph (2) of the Act, by the methods set forth in the items of Article 23-2, paragraph (2) of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. (such methods shall be referred to as "Electromagnetic Means" in the following paragraph and paragraph (4)) as applied mutatis mutandis pursuant to the preceding paragraph, he/she shall remind the person who intends to conduct Sales, etc. of Share Certificates, etc. of the matters set forth in the items of Article 24, paragraph (2) by having such person inspect the images showing such matters or by any other method.
(3) A Tender Offeror shall provide the matters to be stated in the Tender Offer Statement to the person who intends to conduct Sales, etc. of Share Certificates, etc. by Electromagnetic Means in advance or at the same time of such Sales, etc.
(4) A Tender Offeror who is to deliver an amended Tender Offer Statement to the person to whom a Tender Offer Statement has been already delivered pursuant to the provisions of Article 27-9, paragraph (3) of the Act may, in cases where the amendment is limited to a small scope, make such delivery by the method of providing the reason for the amendment, the amended matters, and the contents after amendment to the person who gives the consent set forth in Article 23-2, paragraph (1) of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. as applied mutatis mutandis pursuant to paragraph (1) by Electromagnetic Means in lieu of the method of delivering the document set forth in Article 24, paragraph (5).
(Methods Using Information and Communications Technology for Sending of Copies of a Tender Offer Notification, etc.)
Article 33-3 (1) The cases specified by a Cabinet Office Ordinance, referred to in Article 27-30-11, paragraph (1) of the Act, shall be the cases where the Tender Offeror has indicated in advance the type and contents of the methods listed in the items of the following paragraph (hereinafter referred to as "Electromagnetic Means" in this Article) to the issuer of Share Certificates, etc. pursuant to the provision of paragraph (5) and obtained consent therefrom in writing or by Electromagnetic Means.
(2) The methods specified by a Cabinet Office Ordinance, referred to in Article 27-30-11, paragraph (1) of the Act, shall be the following methods:
(i) the methods using an Electronic Data Processing System that are listed in sub-item (a) or sub-item (b):
(a) the method of transmitting the matters via a telecommunications line that links the computer used by a Tender Offeror to the computer used by an issuer of the Share Certificates, etc. and recording them in a file stored on the computer used by the recipient; or
(b) the method of offering the matters to be stated in documents which are recorded in a file stored on the computer used by the Tender Offeror to the issuer of Share Certificates for inspection via a telecommunications line and recording the matters in a file stored on the computer used by the issuer of the Share Certificates, etc. (in cases where the issuer gives consent to receive the provision of the matters by Electromagnetic Means or gives notice to the effect that he/she will not receive the provision of the matters by such means, the method of recording to that effect in a file stored on the computer used by the Tender Offeror).
(ii) the method of delivering a file recording the matters to be stated in the documents that has been prepared using media which can securely records of certain information by magnetic disks, CD-ROMs, or any other means equivalent thereto.
(3) The methods set forth in the items of the preceding paragraph shall be those that enable the issuer of Share Certificates, etc. to prepare the documents by outputting the records in the file.
(4) The term "Electronic Data Processing System" as used in paragraph (2), item (i) means an electronic data processing system that links the computer used by a Tender Offeror and the computer used by an issuer of the Share Certificates, etc. via a telecommunications line.
(5) The types and contents of the method to be indicated pursuant to the provisions of paragraph (1) shall be the following matters:
(i) among the methods specified in the items of paragraph (2), the method used by the Tender Offeror; and
(ii) the method of recording into a file.
(6) When the issuer of the Share Certificates, etc. states, in writing or by Electromagnetic Means, to the effect that he/she shall not receive the provision of the matters by Electromagnetic Means, the Tender Offeror who had obtained the consent under paragraph (1) shall not provide the matters to be stated in the documents to such issuer of the Share Certificates, etc. by Electromagnetic Means; provided, however, that this shall not apply to cases where the issuer of the Share Certificates, etc. gives the consent specified in that paragraph again.
(Methods of Using Information and Communications Technology for Sending Copies of a Subject Company's Position Statement)
Article 33-4 The provisions of the preceding Article shall apply mutatis mutandis to the provision of information which should be contained in the Subject Company's Position Statement as provided in Article 27-30-11, paragraph (3) of the Act.