Cabinet Office Ordinance on Disclosure Required for Tender Offer for Listed Share Certificates, etc. by Issuer


Published: 2009

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´╗┐Cabinet Office Ordinance on Disclosure Required for Tender Offer for Listed Share Certificates, etc. by Issuer (Tentative translation)

Pursuant to the provisions of Article 27-3, Article 27-6, paragraphs (1) and (2), Article 27-7, paragraphs (1) and (2), Article 27-8, paragraphs (1), (2), (7), (8), and (11), Article 27-9, Article 27-1, paragraphs 1 (2) and (3), Article 27-13, paragraphs (1), (2), and (5), and Article 27-14 as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2), Article 27-3, paragraph (4) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (3), Article 27-7, paragraphs (1) and (2) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (6), Article 27-8, paragraphs (1), (2), and (3), item (iii) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (7), Article 27-22-3, paragraphs (1) and (2), and Article 27-8, paragraph (8) as applied mutatis mutandis pursuant to Article 27-22-3, paragraph (4) of the Securities and Exchange Act (Act No. 25 of 1948) and Article 14-3-3, paragraph (4), item (i) and Article 14-3-8 of the Order for Enforcement of the Securities and Exchange Act (Cabinet Order No. 321 of 1965), and for the purpose of enforcement of that Act, the Ministerial Ordinance on the disclosure required for a tender offer for listed share certificates, etc. by a company which is the issuer 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) Financial Instruments Business Operator: a Financial Instruments Business Operator as defined in Article 2, paragraph (9) of the Financial Instruments and Exchange Act (Act No. 25 of 1948; hereinafter referred to as the "Act") (limited to a person engaged in type I financial instruments business defined in Article 28, paragraph (1) of the Act).

(ii) Listed Share Certificates, etc.: Listed Share Certificates, etc. as defined in Article 24-6, paragraph (1) of the Act.

(ii)-2 Depository Receipt for Share Certificates: the Securities set forth in Article 4-3, paragraph (2) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965; hereinafter referred to as the "Order").

(iii) Bank, etc.: a Bank, etc. as defined in Article 27-2, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(iii)-2 Purchase, etc.: a Purchase etc. as defined in Article 27-22-2, paragraph (1) of the Act.

(iv) Public Notice for Commencing Tender Offer: a public notice as defined in Article 27-3, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(v) Tender Offeror: a Tender Offeror as defined in Article 27-3, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(vi) Tender Offer Notification: the document and documents to be attached thereto as defined in Article 27-3, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(vii) Terms of Purchase, etc.: the Terms of Purchase, etc. as defined in Article 27-3, paragraph (2), item (i) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(viii) Tender Offer Period: a Tender Offer Period as defined in Article 27-5 of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(ix) Tender Offer Statement: a Tender Offer Statement as defined in Article 27-9, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(x) Written Withdrawal of Tender Offer: a Written Withdrawal of Tender Offer as defined in Article 27-11, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(xi) Accepting Shareholder, etc.: an Accepting Shareholder, etc. as defined in Article 27-12, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(xii) Listed Share Certificates, etc. Offered for Sale: Listed Share Certificates, etc. for which an Accepting Shareholder, etc. has made sales, etc. in response to a Tender Offer.

(xiii) Tender Offer Report: a Tender Offer Report as defined in Article 27-13, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(xiv) Method of Proportional Distribution: the Method of Proportional Distribution as defined in Article 27-13, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(xv) 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 14-3-4, 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.

(Matters to be Stated, etc. in the Written Notice for Purchase, etc.)

Article 2 (1) The matters specified by a Cabinet Office Ordinance, referred to in Article 14-3-3, paragraph (5), item (i) of the Order, shall be the following matters:

(i) the name and location of the Tender Offeror;

(ii) the class of shares pertaining to the Listed Share Certificates, etc. for which Purchase, etc. is to be made through tender offer, the total number of Listed Share Certificates, etc. Offered for Sale, the total number of Listed Share Certificates, etc. for which Purchase, etc. is to be made, and the total number of Listed Share Certificates, etc. to be returned;

(iii) in case where the Purchase, etc. shall not be conducted for part of the Listed Share Certificates, etc. Offered for Sale, the reason therefor;

(iv) the following matters concerning the Accepting Shareholder, etc. related to the written notice:

(a) the class of shares pertaining to Listed Share Certificates, etc. Offered for Sale, the number of Listed Share Certificates, etc. Offered for Sale, the number of Listed Share Certificates, etc. for which Purchase, etc. is to be made, the price of 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 the Purchase, etc. (limited to the case of a Purchase, etc. as set forth in Article 27-22-2, paragraph (1), item (ii) of the Act), the class and number of such Securities, etc.);

(b) in case where Purchase, etc. is conducted through the Method of Proportional Distribution, the method of calculating the number of Listed Share Certificates, etc. for which the Purchase, etc. is to be made; and

(c) the class and number of shares pertaining to the Listed Share Certificates, etc. to be returned and the method thereof.

(v) the name and location of the Financial Instruments Business Operator or Bank, etc. which settles the Purchase, etc. and the commencement date, method, and place of settlement.

(2) The matters referred to in the preceding paragraph shall be stated in Form 1.

(3) The case specified by a Cabinet Office Ordinance, referred to in Article 14-3-3, paragraph (6) of the Order, shall be the 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 (7), and obtained consent therefrom in writing or by Electromagnetic Means.

(4) The method specified by a Cabinet Office Ordinance, referred to in Article 14-3-3, paragraph (6) of the Order, shall be any of the following methods:

(i) the method 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 which 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 the written notice which are 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.

(5) The methods set forth in the items of the preceding paragraph shall be those that enable the Accepting Shareholder, etc. to prepare the document by outputting the records in the file.

(6) The term "Electronic Data Processing System" as used in paragraph (4), 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.

(7) The types and contents of the method to be indicated pursuant to the provision of paragraph (3) shall be the following matters:

(i) among the methods specified in the items of paragraph (4), the method used by the Tender Offeror; and

(ii) the method of recording into a file.

(8) 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 by Electromagnetic Means, the Tender Offeror who had obtained consent under paragraph (3) 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.

(Method of Public Notices)

Article 3 (1) The provisions 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 as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act by way of Electronic Public Notice (meaning an Electronic Public Notice as defined in Article 14-3-4, 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 as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) 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 an 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 5 (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 5 and any other matters; hereinafter referred to as the 'Written Notice of an 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 9, paragraph (1) of the Cabinet Office Ordinance on the Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer (Ordinance of the Ministry of Finance No. 38 of 1990) and Article 27-5, paragraph (1) of the Cabinet Office Ordinance on Disclosure of Information, etc. on Regulated Securities (Ordinance of the Ministry of Finance No. 22 of 1993)) 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 an 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 an 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 14-3-4, 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 14-3-4, paragraph (1) of the Order (excluding Article 27-3, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) 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 provision of Article 4-2-4, paragraph (3) of the Order as applied mutatis mutandis pursuant to Article 14-3-4, paragraph (5) of the Order.

(Publication in a Daily Newspaper to the Effect that Public Notice Has Been Given)

Article 3-2 In case where giving public notice in daily newspapers pursuant to Article 14-3-4, paragraph (3) of the Order, the public notice shall be given by publishing the trade name or name of the person who has given the public notice, 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 3-3 (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 14-3-4, 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 of 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 14-3-4, 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 Interruption of a Public Notice)

Article 3-4 In cases of giving 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 14-3-4, 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 Public Notice for Commencing Tender Offer)

Article 3-5 (1) The public notice specified in the provisions of Article 27-7, paragraphs (1) and (2) and Article 27-8, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, Article 27-7, paragraphs (1) and (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (6) of the Act, and Article 27-8, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 27-22-3, paragraph (4) 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 case where the Public Notice for Commencing Tender Offer 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 3-3, paragraph (1) to the Director-General of the Kanto Local Finance Bureau in accordance with the provisions of Article 3-3.

(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 who 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.

(Matters to be Published in a Public Notice for Commencing Tender Offer)

Article 4 The matters specified by a Cabinet Office Ordinance, referred to in Article 27-3, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, shall be the following matters:

(i) the name and location of the Tender Offeror;

(ii) a statement to the effect that the Purchase, etc. of Listed Share Certificates, etc. is to be conducted through a tender offer;

(iii) the purpose of the tender offer;

(iv) any of the following matters:

(a) the details of the resolution of a shareholders meeting under Article 156, paragraph (1) of the Companies Act (Act No. 86 of 2005) (including the cases where it is applied by replacing certain terms pursuant to the provision of Article 165, paragraph (3) of that Act) or the details of the resolution of a board of directors with regard to acquisition of the company's own shares pertaining to the tender offer and the class, number, and total value of shares pertaining to the Listed Share Certificates, etc. for which Purchase, etc. has been already made thereunder;

(b) the details of the resolution of a board of directors or a shareholders meeting with regard to acquisition of the foreign company's own shares pertaining to a tender offer conducted by a Foreign Company which is the issuer of Listed Share Certificates, etc., (hereinafter simply referred to as the "Foreign Company") and the class, number, and total value of shares pertaining to the Listed Share Certificates, etc. for which Purchase, etc. has been already made thereunder;

(v) the following matters concerning the contents of the tender offer:

(a) the class of shares pertaining to Listed Share Certificates, etc. for which Purchase, etc. is to be made;

(b) the period of Purchase, etc., price for Purchase, etc., and number of Listed Share Certificates, etc. planned to be purchased;

(c) the method and place of acceptance of the offer for Purchase, etc. or offer for sales, etc.;

(d) the name of the Financial Instruments Business Operator or Bank, etc. that settles the Purchase, etc. and the commencement date, the method, and the place of settlement as well as the method of returning Listed Share Certificates, etc.; and

(e) other conditions and methods of Purchase, etc.

(vi) the place where a copy of the Tender Offer Notification is to be made available for public inspection.

(Agent of a Foreign Company)

Article 4-2 In cases where a Foreign Company submits a Tender Offer Notification pursuant to the provisions of Article 27-3, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act with regard to a tender offer, the Foreign Company shall appoint a person who has an address in Japan and who has the authority to represent the Foreign Company for any acts concerning the tender offer.

(Contents of the Statements, etc. in Tender Offer Notification)

Article 5 The Tender Offeror who is to submit a Tender Offer Notification pursuant to the provisions of Article 27-3, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, 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 6 (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 as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, shall be the documents specified in the following items according to the category of Tender Offeror set forth in the respective items:

(i) a domestic company:

(a) 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 set forth in Article 27-2, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act;

(b) in cases where there is a person who conducts Purchase, etc. of Listed Share Certificates, etc. through a tender offer while representing the Tender Offeror, a copy of the contract which he/she has concluded with regard to the representation;

(c) documents sufficiently showing the balance of the Tender Offeror's deposits in a Bank, etc. or the existence of funds necessary for the tender offer;

(d) 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 Listed 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

(e) a document containing the contents of the Public Notice for Commencing Tender Offer;

(ii) a Foreign Company:

(a) the documents listed in the preceding item;

(b) a document proving that the representative person of the Foreign Company stated in the Tender Offer Notification which intends to submit the Tender Offer Notification (hereinafter referred to as the "Relevant Foreign Company" in this item), has a legitimate authority concerning the tender offer;

(c) a document proving that the Relevant Foreign Company has granted a person who has an address in Japan, the authority to represent said Relevant Foreign Company for any acts concerning the tender offer;

(d) a legal opinion letter by legal experts stating that the tender offer is lawful and matters concerning laws and regulations contained in the Tender Offer Notification are true and accurate; and

(e) a document proving that, in cases where the permission under Article 21, paragraph (1) or (2) of the Foreign Exchange and Foreign Trade Act is necessary, permission has been obtained.

(2) When the documents listed in item (ii) of the preceding paragraph have not been written in Japanese, a translation thereof must be attached.

(Sundays and Other Days)

Article 7 The day (s) specified by a Cabinet Office Ordinance, referred to in the proviso to Article 27-3, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, shall be any of the following days:

(i) Saturdays; and

(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"), days except for Sundays and the day set forth in the preceding item.

(Acts Such as Solicitation, etc. of Offers for Sales, etc.)

Article 8 The acts specified by a Cabinet Office Ordinance, referred to in the provisions of Article 27-3, paragraph (3) of the Act, Article 27-4, paragraphs (1) and (2) of the Act, and Article 27-8, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) 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 acceptance of offers for Purchase, etc. or receiving offers for Sales, etc.; or

(iv) the acceptance of Listed Share Certificates, etc. Offered for Sale.

(Sending a Copy of a Tender Offer Notification)

Article 9 In cases where sending a copy of a Tender Offer Notification (including amendments thereto) pursuant to the provision of Article 27-3, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraphs (2) and (3) of the Act, it shall be sent after deleting the attached documents from the copy of the Tender Offer Notification.

(Matters to be Published in a Public Notice of Changes in the Terms of Purchase, etc.)

Article 10 The matters specified by a Cabinet Office Ordinance, referred to in Article 27-6, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, shall be the following matters:

(i) the name and 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 class of Listed Share Certificates, etc. for which the Purchase, etc. is to be made; and

(b) the Tender Offer Period.

(iii) the fact that the Terms of Purchase, etc. will be changed;

(iv) a comparison between the contents of the Terms of Purchase, etc. before the change and the contents of the Terms of Purchase, etc. after the change;

(v) the treatment of the person who has conducted sales, etc. of Listed 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 extension thereof.

(Method of Public Announcement)

Article 11 In giving a public announcement pursuant to the provisions of Article 27-6, paragraph (2) of the Act, Article 27-7, paragraphs (1) and (2) of the Act, Article 27-8, paragraphs (8) and (11) of the Act, and Article 27-11, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, Article 27-7, paragraphs (1) and (2) of the Act as applied mutatis mutandis pursuant to the provision of Article 27-22-2, paragraph (6) of the Act, and the provisions of Article 27-22-3, paragraphs (1) and (2) of the Act and the provisions of Article 27-8, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 27-22-3, paragraph (4) 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 12 (1) In cases where a Tender Offeror submits an amendment or an amendment report pursuant to the provisions of Article 27-8, paragraphs (1) to (4) inclusive of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraphs (2) and (7) of the Act, the Tender Offeror 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 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 as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) and (7) of the Act, the Commissioner of the Financial Services Agency).

(2) The circumstance specified by a Cabinet Office Ordinance, referred to in Article 27-8, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, shall be any of the following circumstances:

(i) that with regard to a material fact to be contained in the Tender Offer Notification which occurred before the submission date of the Tender Offer Notification (including amendments thereto; hereinafter the same shall apply in this paragraph, following Article, Article 14, and Article 22), the details of which could not be stated when submitting the Tender Offer Notification, 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 has occurred.

(Amendment, etc. Not Requiring Extension of the Period of Purchase, etc.)

Article 13 (1) The cases specified by a Cabinet Office Ordinance, referred to in Article 27-8, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, shall be the cases where an amendment is submitted on grounds that the Tender Offer Notification contains deficiencies in formalities.

(2) The period specified by a Cabinet Office Ordinance, referred to in Article 27-8, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) 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.

(Amendment Not Requiring a Public Notice or Public Announcement of an Amendment)

Article 14 The amendment specified by a Cabinet Office Ordinance, referred to in Article 27-8, paragraph (11) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, shall be an amendment which is submitted on grounds that the Tender Offer Notification contains deficiencies in formalities.

(Preparation, etc. of Tender Offer Statement)

Article 15 (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 as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, shall be such matters.

(2) The matters specified by a Cabinet Office Ordinance, referred to in Article 27-9, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) 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 2 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 as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(3) In preparing a Tender Offer Statement pursuant to the provisions of Article 27-9, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) 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 as applied mutatis mutandis pursuant to Article 27-22-2, 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 Listed 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 as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act may, in case 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.

(Matters to be Published in a Public Notice of Withdrawal, etc. of Tender Offer)

Article 16 The matters specified by a Cabinet Office Ordinance, referred to in Article 27-11, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, shall be the following matters:

(i) the name and 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 class of shares pertaining to Listed Share Certificates, etc. pertaining to the Purchase, etc.; and

(b) 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 as defined in Article 27-11, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act) and the reason thereof;

(iv) the commencement date, method, and place of returning Listed Share Certificates, etc. Offered for Sale; and

(v) the place at which a copy of 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 17 (1) A Tender Offeror who is to submit a Written Withdrawal of Tender Offer pursuant to the provision of Article 27-11, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act shall prepare three copies of the Written Withdrawal of Tender Offer using Form 3 and shall submit them to the Director-General of the Kanto Local Finance Bureau.

(2) The provisions of Article 4-2 shall apply mutatis mutandis to cases where a Foreign Company submits a Written Withdrawal of Tender Offer pursuant to the provisions of Article 27-11, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(Designation of Persons to Whom Written Cancellation of a Contract is to be Delivered or Sent)

Article 18 The persons specified by a Cabinet Office Ordinance, referred to in Article 14-3-9 of the Order, shall be the Tender Offeror and the person affiliated with the Tender Offeror as specified in Article 14-3-5 of the Order who has an address, residence, business office, or office in Japan.

(Matters to be Published in a Public Notice on Results of a Tender Offer)

Article 19 (1) The matters specified by a Cabinet Office Ordinance, referred to in Article 27-13, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, shall be the following matters:

(i) the name and 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 class of shares pertaining to the Listed Share Certificates, etc. for which Purchase, etc. is to be made; and

(b) the Tender Offer Period.

(iii) the number of Listed Share Certificates, etc. Offered for Sale and the number of Listed Share Certificates, etc. for which Purchase, etc. is to be conducted;

(iv) the method and commencement date of settlement; and

(v) the place where a copy of the Tender Offer Report is to be made available for public inspection.

(2) When it is difficult to give public notice or make a public announcement on the number of Listed 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 as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, the Tender Offeror shall give a public notice or make a public announcement on the number of the Listed Share Certificates, etc. without delay after giving public notice or making a public announcement on matters other than the number of the Listed Share Certificates, etc.

(Public Announcement of the Numbers, etc. of Share Certificates Offered to Sell)

Article 19-2 In giving a public announcement pursuant to the provisions of Article 9-4 of the Order as applied mutatis mutandis pursuant to Article 14-3-4, paragraph (6) 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 Article 9-4 of the Order.

(Matters, etc. to be Stated in a Tender Offer Report)

Article 20 (1) A Tender Offeror who is to submit a Tender Offer Report pursuant to the provisions of Article 27-13, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act shall prepare three copies of the Tender Offer Report using Form 4 and shall submit them to the Director-General of the Kanto Local Finance Bureau.

(2) The provisions of Article 4-2 shall apply mutatis mutandis to the case where a Foreign Company submits a Tender Offer Report pursuant to the provisions of Article 27-13, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(Method of Proportional Distribution)

Article 21 (1) The Method of Proportional Distribution specified by a Cabinet Office Ordinance, referred to in Article 27-13, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, shall be the method of obtaining a number by multiplying the number of Listed Share Certificates, etc. Offered to Sell of the Accepting Shareholder, etc. by the ratio of the total number of Listed Share Certificates, etc. for which Purchase, etc. is to be made to the total number of Listed Share Certificates, etc. Offered for Sale 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 case where the term under Article 27-13, paragraph (4), item (ii) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act is imposed on each class of shares pertaining to Listed Share Certificates, etc., the calculation under the preceding paragraph shall be performed for each class of shares pertaining to the Listed Share Certificates, etc.

(3) In cases where the total number calculated by the method set forth in paragraph (1) is different from the total number of Listed 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.

(4) 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.

(Method of Public Inspection)

Article 22 (1) The Tender Offer Notification, Written Withdrawal of Tender Offer, and Tender Offer Report (including the amendment reports thereto) shall be kept and made available for public inspection at the Kanto Local Finance Bureau and the finance bureaus which have jurisdiction over the location of the head office of the Tender Offeror (in case 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 provision of Article 27-14, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act, the Tender Offeror 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 Tender Offeror during its business hours.

(3) A Financial Instruments Exchange (meaning a Financial Instruments Exchange as defined in Article 2, paragraph (16) of the Act) 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 provision of Article 27-14, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act.

(Matters Not Requiring Public Announcement)

Article 23 The material facts specified by a Cabinet Office Ordinance, referred to in Article 27-22-3, paragraph (1) of the Act, shall be the decisions made by the organ which is responsible for making decisions on the execution of the operations of the issuer who conducts a tender offer, with regard to the acquisition of its own shares based on a resolution of a shareholders meeting or resolution of a board of directors' meeting of said issuer pursuant to the provisions of Article 156, paragraph (1) of the Companies Act (including the cases where it is applied by replacing certain terms pursuant to Article 165, paragraph (3) of that Act).

(Method of Notice)

Article 24 (1) In giving a notice pursuant to the provisions of Article 27-22-3, paragraph (2) of the Act, such notice shall be given by delivering a document containing the following matters:

(i) a statement to the effect that the notice is a notice pursuant to Article 27-22-3, paragraph (2) of the Act;

(ii) the details of publication related to the notification;

(2) A Tender Offeror may, in lieu of delivering the documents under the preceding paragraph, provide the matters listed in the items of the preceding paragraph by the method using an electronic data processing system or other methods using information and communications technology as listed in the following items (hereinafter referred to as "Electromagnetic Means" in this Article) with the consent of the person who accepts the offer for Purchase, etc. or makes an offer for sales, etc. of Listed Share Certificates, etc. related to the tender offer or the person who intends to make sales, etc. of the Listed Share Certificates, etc. (hereinafter collectively referred to as "Applicant, etc. for Tender Offer" in this Article), pursuant to the provision of paragraph (5). In this case, the Tender Offeror shall be deemed to have delivered the documents.

(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 Applicant, etc. for Tender Offer and recording them in a file stored on the computer used by the recipient; or

(b) the method of offering the matters listed in the items of the preceding paragraph which are recorded in a file stored on the computer used by the Tender Offeror to the Applicant, etc. for Tender Offer for inspection via a telecommunications line and recording the matters listed in the items of that paragraph in a file stored on the computer used by the Applicant, etc. for Tender Offer (in cases where the Applicant, etc. for Tender Offer 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 listed in the items of the preceding paragraph that has been prepared using media which can securely record 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 Applicant, etc. for Tender Offer to prepare the documents by outputting the records in the file.

(4) The term "Electronic Data Processing System" as used to 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 Applicant, etc. for Tender Offer via a telecommunications line.

(5) When a Tender Offeror intends to provide the matters listed in the items of paragraph (1) pursuant to the provisions of paragraph (2), he/she shall indicate in advance the types and contents of the following Electromagnetic Means to be used to the Applicants, etc. for Tender Offer and obtain consent therefrom in writing or by Electromagnetic Means:

(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 Applicant, etc. for Tender Offer states, in writing or by Electronic Means, to the effect that he/she shall not receive the provisions of the matters, a Tender Offeror who had obtained consent under the preceding paragraph shall not provide the matters listed in the items of paragraph (1) to such Applicant, etc. for Tender Offer by Electromagnetic Means; provided, however, that this shall not apply to cases where the Applicant, etc. for Tender Offer gives the consent specified in the preceding paragraph again.

(Period to be Extended by Publication of Material Facts)

Article 25 The period specified by a Cabinet Office Ordinance, referred to in Article 27-8, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 27-22-3, paragraph (4) 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 (including the amendments thereto) to the date on which ten days have elapsed from the day on which the publication specified in Article 27-22-3, paragraph (2) of the Act has been made.

(Application Mutatis Mutandis, etc. of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. Pertaining to Methods Using Information and Communications Technology for Delivery of Tender Offer Statement)

Article 25-2 (1) The provisions of Article 23-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. (Ordinance of the Ministry of Finance No. 5 of 1973) shall apply mutatis mutandis to cases where the provisions of Article 27-30-9, paragraph (1) of the Act are applied mutatis mutandis pursuant 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 statement in lieu of delivering the Tender Offer Statement defined in Article 27-9, paragraph (2) of the Act by the methods listed in the items of Article 23-2, paragraph (2) of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. as applied mutatis mutandis pursuant to the preceding paragraph (such methods shall referred to as "Electromagnetic Means" in the following paragraph and paragraph (4)), 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 15, 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 as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act may, in cases where the amendment is limited to a small scope, make such deliver 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 15, paragraph (5).

(Application Mutatis Mutandis, etc. of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other Than the Issuer Pertaining to Methods Using Information and Communications Technology for the Delivery of Copies of a Tender Offer Notification)

Article 25-3 The provisions of Article 33-3 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other Than Issuer (Ordinance of the Ministry of Finance No. 38 of 1990) shall apply mutatis mutandis to the provision of the information which should be contained in the Tender Offer Notification prescribed in Article 27-30-11, paragraph (2) of the Act.