Article 27-13Public Notice, etc. of the Number, etc. of Tendered Share Certificates, etc. in a Tender Offer and Submission of a Tender Offer Report, etc.

①A tender offeror, pursuant to the provisions of Cabinet Order, must issue a public notice or public announcement of the number of tendered share certificates, etc. and other particulars specified by Cabinet Office Order on the day following the last day of the tender offer period; provided, however, that this does not apply if a public notice has been issued pursuant to Article 27-11, paragraph (2).

②A tender offeror that has issued a public notice or public announcement under the main clause of the preceding paragraph must submit a document to the Prime Minister, pursuant to the provisions of Cabinet Office Order, in which it states the details of that public notice or public announcement and other particulars specified by Cabinet Office Order (hereinafter referred to as a "tender offer report" in this Section, Article 197, paragraph (1), item (iii) and Article 197-2, paragraph (1), item (v)) on the day on which it issues the public notice or public announcement; provided, however, that, if the day on which it is required to make that submission (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), it is to make the submission on the first day that comes after the filing date and is not a Sunday, etc.

③The provisions of Article 27-3, paragraph (4) and Article 27-8, paragraphs (1) through (6) apply mutatis mutandis to a tender offer report. In this case, in Article 27-3, paragraph (4), the phrase "the tender offeror is to 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)" is deemed to be replaced with "the issuer of the share certificates, etc. involved in the tender offer"; in Article 27-8, paragraph (1), the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (2), the phrase "submitted and before the last day of the tender offer period, the terms of purchase, etc. change (other than an extension of the purchase, etc. period under Article 27-10, paragraph (3)), any other material particular that is required to be stated in a tender offer statement changes, or any other circumstance specified by Cabinet Office Order arises that requires the tender offer statement to be amended" is deemed to be replaced with "submitted, the number of share certificates, etc. for which a purchase, etc. will be made is fixed by the pro rata method set forth in Article 27-13, paragraph (5)" and the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (3), the term "amended statement" is deemed to be replaced with "amended report", the term "terms of purchase, etc." is deemed to be replaced with "delivery and other settlement methods", the phrase "the provisions of this section" is deemed to be replaced with "Article 27-13, paragraphs (4) and (5)", the phrase "the change in the terms of purchase, etc. that is stated in the amended statement violates Article 27-6, paragraph (1)" is deemed to be replaced with "the result of calculations for deciding the number of share certificates, etc. being purchased, etc. contravenes the pro rata method specified by Cabinet Office Order that is stipulated in Article 27-13, paragraph (5)"; in Article 27-8, paragraph (4), the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (5), the phrase "disposition under paragraph (3)" is deemed to be replaced with "disposition under paragraph (3) and the preceding paragraph as applied mutatis mutandis pursuant to Article 27-13, paragraph (3)" and the phrase "the last day of the tender offer period (including the period by which it is required to be extended pursuant to paragraph (8); the same applies in paragraph (7)) (or, for a disposition resulting in an amended statement being submitted after the last day of the tender offer period, after the day on which five years have elapsed since the day following the last day of the tender offer period), and the disposition under the preceding paragraph may not be reached after the day on which five years have elapsed since the day following the last day of the tender offer period" is deemed to be replaced with "the day on which five years have elapsed since the day following the last day of the tender offer period"; and in Article 27-8, paragraph (6), the term "amended statement" is deemed to be replaced with "amended report" and the phrase "paragraphs (1) through (4)" is deemed to be replaced with "paragraphs (1) through (4) as applied mutatis mutandis pursuant to Article 27-13, paragraph (3)".

④Unless a tender offeror, during the tender offer period, effects a tender offer withdrawal, etc. pursuant to the proviso to Article 27-11, paragraph (1) for all of the tendered share certificates, etc., or unless the tender offeror has included one of the following conditions in the public notice of the commencement of the tender offer and in the tender offer statement (if the tender offeror has included the condition referred to in item (ii), this is only if the ownership ratio of share certificates, etc. (meaning ownership ratio of share certificates, etc. as defined in Article 27-2, paragraph (8)), in terms of the share certificates, etc. that the tender offeror will hold after the tender offer (if the tender offeror has a specially related party as specified in Article 27-2, paragraph (1), item (i), the ownership ratio of share certificates, etc. as defined in Article 27-2, paragraph (8), in terms of the share certificates, etc. that specially related party holds, is added to calculate this) will be below the proportion specified by Cabinet Order), the tender offeror must acquire or otherwise effect settlement procedures for its purchase, etc. based on the terms of purchase, etc. it has stated in the public notice of the commencement of the tender offer and in the tender offer statement (or, if it has changed the terms of purchase, etc. in accordance with a public notice under Article 27-6, paragraph (2) or a public announcement and public notice under Article 27-6, paragraph (3), based on the terms of purchase, etc. after the change) for all tendered share certificates, etc.:

⑤If the condition specified in item (ii) of the preceding paragraph has been given, and the total number of tendered share certificates, etc. exceeds the number of share certificates, etc. sought for purchase, the tender offeror must acquire share certificates, etc. and effect other settlement procedures for their purchase, etc. using the pro rata method specified by Cabinet Office Order (hereinafter referred to as the "pro rata method" in this Section).