Financial Instruments and Exchange Act

A purchase, etc. of share certificates, corporate bond certificates with share options, or other securities specified by Cabinet Order (hereinafter referred to as "share certificates, etc." in this Chapter and Article 27-30-11 (excluding paragraph (5))) (a purchase, etc. means a purchase or other acquisition for compensation of share certificates, etc., and includes acts specified by Cabinet Order as being similar to this; hereinafter the same applies in this Section) whose issuer is required to submit an annual securities report, or of the share certificates, etc. of an issuer of specified listed securities (including those specified by Cabinet Order as having equivalent distribution statuses to these, and limited to share certificates, etc.), which is conducted by a person other than the issuer and which falls under any of the following, must be conducted by means of a tender offer; provided, however, that this does not apply to a purchase, etc. excluded from application (meaning a purchase, etc. of share certificates, etc. that the holder of share options (excluding those allotted under the provisions of Article 277 of the Companies Act and specified by Cabinet Office Order as those which would not compromise the protection of investors even if acquired by means other than a tender offer by ensuring the exercise of that share option; hereinafter the same applies in this paragraph) effects by exercising those share options, a purchase, etc. of share certificates, etc. that the person effecting the purchase, etc. makes from its specially related party (limited to a person set forth in paragraph (7), item (i) and specified by Cabinet Office Order), or any other purchase, etc. of share certificates, etc. that is specified by Cabinet Order):

a purchase, etc. of share certificates, etc. in a case where, after that purchase, etc., the ownership ratio of share certificates, etc., in terms of the share certificates, etc. that the relevant person holds (including cases specified by Cabinet Order as equivalent to them; hereinafter the same applies in this Section) (or, if the person has a specially related party (excluding, for a person set forth in paragraph (7), item (i), persons specified by Cabinet Office Order), the ownership ratio of share certificates, etc. with the ownership ratio of share certificates, etc. of the specially related parties added to that of the person; hereinafter the same applies in this paragraph), will exceed 30 percent, or in a case where, before the purchase, etc. of share certificates, etc., the ownership ratio of share certificates, etc. in terms of the share certificates, etc. that the relevant person holds already exceeds 30 percent (excluding a purchase, etc. of share certificates, etc. in a case where, before the purchase, etc. of share certificates, etc., the ownership ratio of share certificates, etc. in terms of the share certificates, etc. that the relevant person holds already exceeds 30 percent, that falls under a case specified by Cabinet Order as one in which the number of share certificates, etc. subject to the purchase, etc. or the total amount of the price for purchase, etc. is extremely small, and after which the ownership ratio of share certificates, etc. in terms of the share certificates, etc. that the person holds does not become the ratio specified by Cabinet Order or more (limited to one that does not fall under a specified off-market purchase, etc. prescribed in the following item));

a specified off-market purchase, etc. (meaning a purchase, etc. of share certificates, etc. made outside a financial instruments exchange market (excluding a purchase, etc. of share certificates, etc. conducted through a transaction specified by Cabinet Order as being equivalent to the purchase and sale, etc. of securities on a financial instruments exchange market and excluding a purchase, etc. of share certificates, etc. that is specified by Cabinet Order as a purchase, etc. made from an extremely small number of persons); hereinafter the same applies in this item), in a case where, after that specified off-market purchase, etc., the ownership ratio of share certificates, etc., in terms of the share certificates, etc. that the relevant person holds, will exceed five percent, or in a case where, before the specified off-market purchase, etc., the ownership ratio of share certificates, etc., in terms of the share certificates, etc. that the relevant person holds, already exceeds five percent, and where, after that specified off-market purchase, etc., the ownership ratio of share certificates, etc., in terms of the share certificates, etc. that the relevant person holds, is 30 percent or less;

any other purchase, etc. of share certificates, etc. specified by Cabinet Order as being equivalent to a purchase, etc. of share certificates, etc. set forth in the preceding two items.

A purchase, etc. of share certificates, etc. through a tender offer provided for in the main clause of the preceding paragraph, must be made by setting a period that is within the scope of the period specified by Cabinet Order.

If a purchase, etc. of share certificates, etc. is made through a tender offer provided for in the main clause of paragraph (1), the price for purchase, etc. (for cases other than a purchase, etc., what is specified by Cabinet Order as being equivalent to the price for purchase, etc.; hereinafter the same applies in this Section) must be based on a single set of conditions, pursuant to the provisions of Cabinet Order.

If a purchase, etc. of share certificates, etc. is conducted through a tender offer, as provided in the main clause of paragraph (1), a financial instruments business operator (limited to one engaged in type-I financial instruments business as defined in Article 28, paragraph (1); the same applies in Article 27-12, paragraph (3)) or a bank, etc. (meaning a bank, cooperative financial institution, or other financial institution specified by Cabinet Order; the same applies in Article 27-12, paragraph (3)) must be made to manage the share certificates, etc., effect payment for the purchase, etc., and conduct other affairs specified by Cabinet Order.

If a purchase, etc. of share certificates, etc. is made through a tender offer provided for in the main clause of paragraph (1), it must be in accordance with the conditions and methods specified by Cabinet Order, in addition to those prescribed in the preceding three paragraphs and other provisions of this Section.

The term "tender offer" as used in this Article means solicitation of offers for purchase, etc. or offers for sale, etc. of share certificates, etc. to and from many and unspecified persons through a public notice (meaning a sale or other transfer for value; hereinafter the same applies in this Chapter), and making the purchase, etc. of share certificates, etc. outside of a financial instruments exchange market.

The term "specially related party" as used in paragraph (1) means any of the following persons:

a person with a shareholding relationship or other special relationship specified by Cabinet Order to the person effecting the purchase, etc. of share certificates, etc.; and

a person with which a person effecting a purchase, etc. of share certificates, etc. has agreed to jointly acquire or transfer the share certificates, etc. or to jointly exercise voting rights or other rights as shareholders in the issuer of the share certificates, etc., or to transfer or acquire the share certificates, etc. to or from each other after the purchase, etc. of the share certificates, etc.

The term "ownership ratio of share certificates, etc." as used in paragraph (1) means either of the following:

in terms of the person effecting a purchase, etc. of share certificates, etc., the ratio arrived at, pursuant to the provisions of Cabinet Office Order, when the total number of voting rights (meaning the number of voting rights represented by shares calculated pursuant to the provisions of Cabinet Office Order, for share certificates, or the number of voting rights specified by Cabinet Office Order, for securities other than share certificates; hereinafter the same applies in this paragraph) with respect to the share certificates, etc. that the person holds (excluding those that are specified by Cabinet Office Order in consideration of the manner in which they are held or other circumstances; hereinafter the same applies in this paragraph), are divided by the number arrived at when the total number of voting rights issued by the issuer is added to the number of voting rights with respect to corporate bond certificates with share options and other securities specified by Cabinet Order issued by the issuer and held by that person and specially related parties of that person; or

for specially related parties as defined in the preceding paragraph (excluding persons that fall under the category specified in item (ii) of the preceding paragraph and that purchase, etc. any share certificates, etc. issued by the issuer of the share certificates, etc.), the rate arrived at, pursuant to the provisions of Cabinet Office Order, when the number of voting rights with respect to the share certificates, etc. that the party holds, is divided by the number arrived at when the total of the number of voting rights issued by the issuer is added to the number of voting rights with respect to corporate bond certificates with share options and other securities specified by Cabinet Order issued by the issuer and held by that party and the person effecting a purchase, etc. of share certificates, etc. that is set forth in the preceding item.

A person that, pursuant to the main clause of paragraph (1) of the preceding Article, is required to effect any purchase, etc. of share certificates, etc. through a tender offer as prescribed in Article 27-2, paragraph (1) (hereinafter referred to as a "tender offer" in this Section) must, pursuant to the provisions of Cabinet Order, issue public notice of the purpose of the tender Offer, the purchase, etc. price, the number of share certificates, etc. sought for purchase (meaning the number of shares, for share certificates, or the number of shares specified by Cabinet Office Order for securities other than share certificates; hereinafter the same applies in this Section), the purchase, etc. period, and other particulars specified by Cabinet Office Order. In this case, if the purchase, etc. period is shorter than the period specified by Cabinet Order, it must be clearly indicated in the public notice that the purchase, etc. period may be extended pursuant to Article 27-10, paragraph (3).

A person that issues the public notice under the preceding paragraph (hereinafter referred to as a "public notice of the commencement of a tender offer" in this Section) (such a person is hereinafter referred to as a "tender offeror" in this Section) must submit a document stating the following particulars and the accompanying documents specified by Cabinet Office Order (hereinafter collectively referred to as the "tender offer statement" in this Section, Article 197, paragraph (1), item (iii) and Article 197-2, paragraph (1), item (v)) to the Prime Minister on the day on which it issues the public notice of the commencement of the tender offer, pursuant to the provisions of Cabinet Office Order; provided, however, that, if the day on which the person is required to submit the tender offer statement (hereinafter referred to as the "filing date" in this paragraph) falls on a Sunday or other day specified by Cabinet Office Order (hereinafter referred to as "Sunday, etc." in this paragraph), that person is to submit the tender offer statement on the first day that comes after the filing date and is not a Sunday, etc.:

the purchase, etc. price, the number of share certificates, etc. sought for purchase, the purchase, etc. period (including the detail indicated in the public notice pursuant to the second sentence of the preceding paragraph), the terms of delivery in connection with the purchase, etc., and other terms of settlement and purchase, etc. set by the tender offeror (hereinafter collectively referred to as the "terms of purchase, etc." in this Section);

the details of any contract to purchase, etc. the share certificates, etc. that are subject to the tender offer, other than through that tender offer, on or after the day on which the tender offeror issues the public notice of the commencement of the tender offer; and

the purpose of the tender offer, the particulars of the tender offeror, and other particulars specified by Cabinet Office Order.

It is prohibited for a tender offeror, the specially related party of a tender offeror (meaning a specially related party as defined in Article 27-2, paragraph (7); hereinafter the same applies in this Section), or any other relevant party specified by Cabinet Order (hereinafter collectively referred to as the "tender offeror, etc." in this Section) to solicit offers to sell, etc. share certificates, etc. or to perform other acts specified by Cabinet Office Order in connection with a tender offer, on or after the day following the day on which the public notice of the commencement of the tender offer is issued, unless the tender offeror has submitted the tender offer statement to the Prime Minister.

Immediately after the submission of a tender offer statement, the tender offeror must send a copy of the tender offer statement to the issuer of the share certificates, etc. involved in the tender offer (and to any person that has already submitted a tender offer statement for the share certificates, etc. of that issuer as of the day on which the tender offeror submits the tender offer statement), and, if the share certificates, etc. involved in the tender offer fall under a category set forth in any of the following items, the tender offeror must also send a copy of the tender offer statement to the person specified in the relevant item for the category of share certificates, etc. set forth in that item. The necessary particulars relevant to the sending of the copies are specified by Cabinet Office Order:

share certificates, etc. listed on a financial instruments exchange:the financial instruments exchange; and

share certificates, etc. specified by Cabinet Order as having equivalent distribution statuses to the share certificates, etc. referred to in the preceding item:the authorized financial instruments firms association specified by Cabinet Order.