Financial Instruments and Exchange Act

Notwithstanding the provisions of the main clause of Article 27-23, paragraph (1), a statement of large-volume holdings in share certificates, etc. that a financial instruments business operator (limited to one that engages in type-I financial instruments business provided for in Article 28, paragraph (1), or that engages in investment management business provided for in paragraph (4) of that Article; hereinafter the same applies in this Article), a bank, or any other person specified by Cabinet Office Order (limited to one that has notified the Prime Minister of the reference date provided for in paragraph (3)) holds, but which it does not hold for the purpose of performing an act specified by Cabinet Order as a thing that materially changes or has a material impact on the business activities of the issuer of the share certificates, etc. (such an act is referred to as a "material proposal" in paragraphs (4) and (5)) (unless the ownership ratio of share certificates, etc. exceeds the number specified by Cabinet Office Order and excluding any other cases that are specified by Cabinet Office Order in consideration of the manner in which the share certificates, etc. are held and other circumstances), or which are held by the State, local government, or any other person specified by Cabinet Office Order (limited to those that have notified the Prime Minister of the reference date provided for in paragraph (3)) (such share certificates, etc. are hereinafter referred to as "share certificates, etc. subject to special provisions" in this Article) must be submitted to the Prime Minister with a statement of the particulars specified by Cabinet Office Order with regard to the status of share certificate, etc. holdings as of the reference date on which the ownership ratio of share certificates, etc. comes to exceed five percent for the first time, within five days from the reference date, pursuant to the provisions of Cabinet Office Order.

Notwithstanding the provisions of the main clause of paragraph (1) of the preceding Article, a statement of changes for share certificates, etc. subject to special rules (excluding a statement of changes for a change that occurs if the share certificates, etc. come to fall under share certificates other than share certificates, etc. subject to special provisions) must be submitted to the Prime Minister by the date that is specified in each of the following items in accordance with the category of cases set forth in that item, pursuant to the provisions of Cabinet Office Order:

if the ownership ratio of share certificates, etc. as of the reference date that comes after the reference date of the statement of large-volume holdings set forth in the preceding paragraph increases or decreases by one percent or more from the ownership ratio of share certificates, etc. that is stated in that statement of large-volume holdings, or if there has been any other change that is specified by Cabinet Order as a change in a material particular that is required to be stated in the statement of large-volume holdings:within five days from the later reference date;

if the ownership ratio of share certificates, etc. as of the reference date that comes after the reference date of the statement of changes increases or decreases by one percent or more from the ownership ratio of share certificates, etc. that was stated in that statement of changes, or if there has been any other change that is specified by Cabinet Order as a change in a material particular that is required to be stated in the statement of large-volume holdings:within five days from the later reference date;

if the ownership ratio of share certificates, etc. falls below the number specified by Cabinet Office Order, and the relevant share certificates, etc. have become share certificates, etc. subject to special rules:within five days from the date on which the share certificates, etc. become share certificates, etc. subject to special provisions; and

a case specified by Cabinet Office Order as being equivalent to any of the preceding three items:the date specified by Cabinet Office Order.

The reference date referred to in the preceding two paragraphs means the date on which a holder of share certificates, etc. subject to special provisions notifies the Prime Minister pursuant to the provisions of Cabinet Office Order, from among the combinations of two or more days in each month designated pursuant to the provisions of Cabinet Order.

Notwithstanding the provisions of paragraph (1), if the financial instruments business operator, bank, or other person specified by Cabinet Office Order provided for in that paragraph makes a material proposal within a period specified by Cabinet Order from the date on which the ownership ratio of share certificates, etc. comes to exceed five percent, it must submit the statement of large-volume holdings referred to in that paragraph to the Prime Minister by five days prior to the date on which it makes the material proposal, pursuant to the provisions of Cabinet Office Order.

Notwithstanding the provisions of paragraph (2), if the ownership ratio of share certificates, etc. of the financial instruments business operator, bank, or other person specified by Cabinet Office Order provided for in paragraph (1) increases by one percent or more after the submission of the statement of large-volume holdings referred to in that paragraph or the statement of changes referred to in paragraph (2), and if it makes a material proposal within the period specified by Cabinet Order from the date of the increase, it must submit the statement of changes referred to in that paragraph to the Prime Minister by five days prior to the date on which it makes the material proposal, pursuant to the provisions of Cabinet Office Order.

The provisions of paragraph (3) of the preceding Article apply mutatis mutandis to the statement of large-volume holdings referred to in paragraph (1) or (4), or the statement of changes referred to in paragraph (2) or the preceding paragraph.

If a holder of share certificates, etc. has submitted a statement of large-volume holdings, statement of changes, or amended reports in connection with them, that holder must send the copies of these documents without delay to the issuer of the relevant share certificates, etc., and to the person specified in the relevant of the following items for the category of share certificates, etc. set forth in that item:

share certificates, etc. issued by an issuer of share certificates, etc. listed on a financial instruments exchange:that financial instruments exchange; and

share certificates, etc. issued by an issuer of share certificates, etc., which are specified by Cabinet Order as having equivalent distribution statuses to the share certificates, etc. set forth in the preceding item:the authorized financial instruments firms association specified by Cabinet Order.

The Prime Minister, pursuant to the provisions of Cabinet Office Order, must make statements of large-volume holdings and statements of changes, as well as amended reports in connection with them, available for public inspection for five years from the day on which the Prime Minister receives these documents (or for an amended report, the day on which the Prime Minister receives the statement of large-volume holdings or statement of change that is subject to that amendment).

Pursuant to the provisions of Cabinet Office Order, financial instruments exchanges and the authorized financial instruments firms associations specified by Cabinet Order must keep at their offices the copies of the documents prescribed in the preceding paragraph that have been sent to them pursuant to the provisions of the preceding Article (hereinafter referred to as "public documents" in this Article), and must make copies of them available for public inspection for five years from the day on which they receive those copies of the public documents (or, for a copy of an amended report, the day on which they receive the copy of the statement of large-volume holdings or statement of changes that is subject to that amendment).

Notwithstanding the provisions of paragraph (1), with regard to the particulars of funds for acquisition as stated in a public document, if those funds have been borrowed from a bank, cooperative financial institution, or any other financial institution specified by Cabinet Order (hereinafter collectively referred to as a "bank, etc." in this paragraph) (excluding the cases specified by Cabinet Office Order), the Prime Minister is not to make the name of the bank, etc. available for public inspection, and the person that has submitted the public documents is to delete the name of the bank, etc. before sending the copy of the public document.

Notwithstanding the provisions of paragraph (1), if the Prime Minister issues a submission order for an amended report under Article 9, paragraph (1) or Article 10, paragraph (1) as applied mutatis mutandis pursuant to paragraph (1) of the following Article, the Prime Minister may decide not to make all or part of the public document that is connected with the order available for public inspection.

In a case referred to in the preceding paragraph, the Prime Minister is to notify a large-volume holder, and the financial instruments exchange or the authorized financial instruments firms association specified by Cabinet Order that is referred to in paragraph (2), that makes copies of public documents available for public inspection pursuant to the provisions of paragraph (2), that the Prime Minister has decided that all or part of the public document will not be made available for public inspection.

If a financial instruments exchange or an authorized financial instruments firms association receives a notice from the Prime Minister pursuant to the provisions of the preceding paragraph, the provisions of paragraph (2) do not apply after that time to the public document to which the notice pertains.

The provisions of Article 9, paragraph (1) and Article 10, paragraph (1) apply mutatis mutandis to statements of large-volume holdings and statements of changes. In this case, in Article 10, paragraph (1), the phrase "to submit an amended statement, and if the Prime Minister finds it to be necessary, the Prime Minister may order the suspension of the validity of a notification under Article 4, paragraphs (1) through (3)" is deemed to be replaced with "to submit an amended statement".

The provisions of the preceding two Articles apply mutatis mutandis if an amended report in connection with a statement of large-volume holdings or a statement of changes has been submitted pursuant to the provisions of Article 9, paragraph (1) or Article 10, paragraph (1), as applied mutatis mutandis pursuant to the preceding paragraph.

When the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order a person that has submitted a statement of large-volume holdings, a person that is found to be required to submit the same, a joint holder (meaning a joint holder as prescribed in Article 27-23, paragraph (5)) of either of such persons, or any other concerned party or witness to submit reports or materials that should serve as a reference, and may have the relevant officials inspect that person's books, documents, and any other articles.

When the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order the issuer of share certificates, etc. to which a statement of large-volume holdings pertains or a witness, to submit reports or materials that should serve as a reference.

If the Prime Minister finds it necessary with regard to the order for submission of reports or materials or the inspection under paragraph (1) or the order for submission of reports or materials under the preceding paragraph, the Prime Minister may make inquiries to public offices or public or private organizations and request that those offices or organizations report necessary matters.