Article 27-20Compensatory Liability of a Person Issuing a Public Notice of the Commencement of a Tender Offer Which Contains a False Statement

①The provisions of Article 18, paragraph (1) apply mutatis mutandis to the following persons. In this case, in Article 18, paragraph (1), the phrase "a person that acquires the securities through the public offering or secondary distribution" is deemed to be replaced with "a person that has made a sale, etc. (meaning a sale, etc. prescribed in Article 27-2, paragraph (6); hereinafter the same applies in this paragraph) of share certificates, etc. (meaning share certificates, etc. prescribed in Article 27-2, paragraph (1); hereinafter the same applies in this paragraph) in response to a tender offer (meaning a tender offer prescribed in Article 27-3, paragraph (1); hereinafter the same applies in this paragraph)", in the proviso to that paragraph, the phrase "the person that acquires the securities" is deemed to be replaced with "the person that has made a sale, etc. of those share certificates, etc. in response to that tender offer", and the phrase "at the time the person offers to acquire the securities" is deemed to be replaced with "at the time of that sale, etc.":

②If the provisions of the preceding paragraph (excluding items (i) and (iv)) are applicable and, in spite of having concluded a contract to purchase, etc., after the last day of the tender offer period, share certificates, etc. that are subject to the tender offer other than through that tender offer, the tender offeror does not state this in the tender offer statement or tender offer explanation but then effects the purchase, etc. under the contract after the last day of the tender offer period, the amount of compensation that the tender offer is liable for to a person that sells, etc. its share certificates, etc. in response to the tender offer (excluding a person that sells, etc. share certificates, etc. pursuant to such a contract, a person that sells, etc. share certificates, etc. to which Article 27-5 is applicable, and the part of the persons referred to in Article 27-18, paragraph (2), item (i)) is the price at which the tender offeror, etc. purchases, etc. them (this includes providing a benefit equivalent to such a price, and if prices are not the same for all purchases, etc., the most favorable of them is used) less the tender offer price, multiplied by the number of tendered share certificates, etc. of the claimant under Article 18, paragraph (1) as applied mutatis mutandis pursuant to the preceding paragraph.

③Except for cases to which the preceding paragraph is applicable, the persons specified in the following items are jointly and severally liable for compensation under paragraph (1) with the persons set forth in the items of paragraph (1); provided, however, that this does not apply if the person specified in the following items proves that it did not know, and in the exercise of reasonable care could not have known, that the statement was false or had been omitted: