Article 774-4Offer to Delivery Shares of the Subsidiary Company Resulting from a Partial Share Exchange

①A parent company resulting from a partial share exchange must notify persons who intend to offer to deliver shares issued by the subsidiary company resulting from the partial share exchange of the matters set forth in the following items:

②A person who submits an offer to deliver shares of the subsidiary company resulting from a partial share exchange must deliver a document giving the following information to the parent company resulting from a partial share exchange by the date provided in paragraph (1), item (x) of the preceding Article:

③A person who makes an offer referred to in the preceding paragraph may, in lieu of delivering a document as referred to in that paragraph, provide the information that is required to be detailed in the document referred to in that paragraph by electronic or magnetic means, with the approval of the parent company resulting from a partial share exchange and pursuant to the provisions of cabinet order. In those cases, the person offering is deemed to have delivered the document under that paragraph.

④The provisions of paragraph (1) do not apply if the parent company resulting from a partial share exchange has issued a prospectus provided for in Article 2, paragraph (10) of the Financial Instruments and Exchange Act that states the matters set forth in each item of that paragraph to a person who intends to submit the application in paragraph (1), and in other cases prescribed by Ministry of Justice Order as cases where it is unlikely that the protection of persons who intend to submit offers to deliver shares of the subsidiary company resulting from a partial share exchange is compromised.

⑤If there are changes in the matters set forth in any item of paragraph (1) (including change of the effective day pursuant to the provisions of Article 816 -9, paragraph (1) and change of the day provided in paragraph (1), item (x) of the preceding Article pursuant to the provisions of Article 816, paragraph (5)), the parent company resulting from a partial share exchange must immediately notify persons who have submitted offers provided in paragraph (2) (hereinafter in this Chapter referred to as "offerors") thereof and of the matters so changed.

⑥It is sufficient for a notice or demand to an offeror to be sent by the parent company resulting from a partial share exchange to the address under paragraph (2), item (i) (or, if the offeror notifies the parent company resulting from a partial share exchange of a different place or contact address for the receipt of notices or demands, to the place or contact address).

⑦The notice or demand referred to in the preceding paragraph is deemed to have reached the addressee at the time when the notice or demand must have normally arrived.