Financial Instruments and Exchange Act

If a material fact has occurred with regard to an issuer that seeks to purchase, etc. listed share certificates, etc. through a tender offer provided for in paragraph (1) of the preceding Article (meaning a material fact about its business which is provided for in Article 166, paragraph (1) (excluding those specified by Cabinet Office Order); hereinafter the same applies in this and the following Articles), and this has not been disclosed as provided for in Article 166, paragraph (1), the issuer must disclose that material fact pursuant to the provisions of Cabinet Office Order before the day on which it submits the tender offer statement (meaning a tender offer statement as defined in Article 27-3, paragraph (2) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article; hereinafter the same applies in this and the following Articles).

If a purchase, etc. of listed share certificates, etc. is conducted through a tender offer as provided for in paragraph (1) of the preceding Article, and a new material fact occurs for the issuer that is the tender offeror (including if it is discovered that a material fact had occurred before the day on which the tender offeror submitted the tender offer statement, but the disclosure provided for in Article 166, paragraph (1) has not been made) between the day on which the issuer submits the tender offer statement and the last day of the tender offer period (including the period that is required to be extended pursuant to Article 27-8, paragraph (8) as applied mutatis mutandis pursuant to paragraph (4) of this Article; the same applies in the following Article) provided for in Article 27-5 as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article, the issuer must immediately disclose the material fact and notify persons that have accepted the offer to purchase, etc. listed share certificates, etc. through the tender offer, persons that have offered to sell, etc. their listed share certificates, etc. in connection with the tender offer, and persons seeking to sell, etc. the listed share certificates, etc., of the content of what it has disclosed, pursuant to the provisions of Cabinet Office Order.

Once the period specified by Cabinet Order has elapsed after the disclosure under the preceding two paragraphs is made, the disclosure prescribed in Article 166, paragraph (1) is deemed to have been made.

The provisions of Article 27-8, paragraphs (8) and (9) apply mutatis mutandis to the disclosure under paragraph (2). In this case, in Article 27-8, paragraph (8), the phrase "If an amended statement under paragraph (1) or (2) is submitted or an order to submit an amended statement under paragraph (3) or (4) is issued during the tender offer period, except in a case specified by Cabinet Office Order" is deemed to be replaced with "If a material fact is required to be disclosed pursuant to Article 27-22-3, paragraph (2)"; and in Article 27-8, paragraph (9), the phrase "the preceding paragraph" is deemed to be replaced with "the preceding paragraph as applied mutatis mutandis pursuant to Article 27-22-3, paragraph (4)" and the term "share certificates, etc." is deemed to be replaced with "listed share certificates, etc.".

If the purchase, etc. period in a tender offer is required to be extended pursuant to Article 27-8, paragraph (8) as applied mutatis mutandis pursuant to the preceding paragraph, the provisions of Article 27-5 apply mutatis mutandis until the last day of the required period of extension. In this case, in Article 27-5, the term "share certificates, etc." is deemed to be replaced with "listed share certificates, etc." and the phrase "the following cases" is deemed to be replaced with "the cases specified by Cabinet Order".

The provisions of Article 18, paragraph (1) apply mutatis mutandis to an issuer that issues a public notice or public announcement under Article 27-8, paragraph (8) as applied mutatis mutandis pursuant to paragraph (4), which contains a false representation regarding a material particular, lacks a representation of a material particular that is required to be represented, or lacks a representation of a material fact that is necessary to prevent it from being misleading. In this case, in Article 18, paragraph (1), both the phrase "person that acquires the securities through the public offering or secondary distribution" and the phrase "person that acquires the securities" are deemed to be replaced with "person that sells, etc. the listed share certificates, etc. in response to the tender offer", and the phrase "at the time the person offers to acquire the securities" is deemed to be replaced with "at the time the person sells, etc. the listed share certificates".

In a case to which Article 18, paragraph (1) is applicable as applied mutatis mutandis pursuant to the preceding paragraph, an officer of an issuer at the time the issuer issues a public notice or public announcement provided for in the preceding paragraph is jointly and severally liable with the issuer for compensation under the preceding paragraph; provided, however, that this does not apply if the officer proves that the officer did not know, and in the exercise of reasonable care could not have known, that the statement was false or had been omitted.

The provisions of Article 27-17 apply mutatis mutandis if a person violates the provisions of Article 27-5 as applied mutatis mutandis pursuant to paragraph (5) in purchasing, etc. listed share certificates, etc. In this case, in Article 27-17, the term "share certificates, etc." is deemed to be replaced with "listed share certificates, etc.", and any other necessary technical replacement of terms is specified by Cabinet Order.

An issuer that fails to make a disclosure or issue a notice under paragraph (1) or (2) of the preceding Article (hereinafter collectively referred to as "disclosure" in this Article) with regard to a material fact requiring disclosure, or an issuer that makes a false disclosure with regard to such a fact, is liable to compensate a person that sells, etc. its listed share certificates, etc. in response to the tender offer, for damage arising from the company's failure to make disclosure or from its false disclosure; provided, however, that this does not apply in the following cases:

the person that sells, etc. the listed share certificates, etc. in response to the tender offer knows that the material fact has occurred at the issuer or knows that the content of the disclosure is false; or

the issuer proves that it did not know that the material fact had occurred at that issuer or that the content of the disclosure was false, and that in the exercise of reasonable care it could not have known this at the time of the tender offer (meaning when the public notice of the commencement of the tender offer is submitted, in terms of disclosure under paragraph (1) of the preceding Article, or the period between when the public notice of the commencement of the tender offer is submitted and the last day of the tender offer period, in terms of the disclosure or notice under Article 27-22-3, paragraph (2); the same applies in the following paragraph).

In a case to which the main clause of the preceding paragraph is applicable, an officer of an issuer at the time of a tender offer is jointly and severally liable with the issuer for compensation under the preceding paragraph; provided, however, that this does not apply if the officer proves that the officer did not know that the material fact had occurred at the issuer or that the content of the disclosure was false, and in the exercise of reasonable care could not have known this at the time of the tender offer.