Article 27-25Submission of a Statement of Changes to a Statement of Large-Volume Holdings
第二十七条の二十五(大量保有報告書に係る変更報告書の提出)
If, after the day on which a person that is required to submit a statement of large-volume holdings has become a large-volume holder, the ownership ratio of share certificates, etc. (meaning the ownership ratio of share certificates, etc. set forth in Article 27-23, paragraph (4); hereinafter the same applies in this Chapter) has increased or decreased by one percent or more (unless this is not linked to an increase or decrease in the total number of share certificates, etc. held by that person; hereinafter the same applies in this Chapter), 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, such person must submit a report on the particulars of the change (hereinafter referred to as a "statement of changes") to the Prime Minister, within five days after the day of the change, pursuant to the provisions of Cabinet Office Order; provided, however, that this does not apply to cases where a change report reporting that the holding ratio of share certificates, etc. are five percent or less has already been submitted or to other cases specified by Cabinet Office Order.
大量保有報告書を提出すべき者は、大量保有者となつた日の後に、株券等保有割合(第二十七条の二十三第四項に規定する株券等保有割合をいう。以下この章において同じ。)が百分の一以上増加し又は減少した場合(保有株券等の総数の増加又は減少を伴わない場合を除く。以下この章において同じ。)その他の大量保有報告書に記載すべき重要な事項の変更として政令で定めるものがあつた場合は、内閣府令で定めるところにより、その日から五日以内に、当該変更に係る事項に関する報告書(以下「変更報告書」という。)を内閣総理大臣に提出しなければならない。ただし、株券等保有割合が百分の五以下であることが記載された変更報告書を既に提出している場合その他の内閣府令で定める場合については、この限りでない。
In a case that falls under the criteria specified by Cabinet Order as a case in which a large number of share certificates, etc. have been transferred within a short period, a person that submits a statement of changes due to a decrease in the ownership ratio of share certificates, etc. must also state in that statement of changes the particulars of the party to which the share certificates, etc. have been transferred and the consideration received (with regard to a person specified by Cabinet Order as a person to whom an insignificant number of share certificates, etc. have been transferred, limited to the particulars of the consideration received), pursuant to the provisions of Cabinet Office Order.
If a person that has submitted a statement of large-volume holdings or a statement of changes finds that its content conflicts with the facts of the matter, that such a document insufficiently states or omits a statement as to a material particular that is required to be stated, or that such a document insufficiently states or omits a statement as to a material fact that is necessary to prevent it from being misleading, that person must submit an amended report to the Prime Minister.
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(Submission of Statements of Large-Volume Holdings)
The term "holding ratio of share certificates, etc." as used in paragraph (1) means the ratio arrived at when the number of share certificates, etc. issued by the issuer of the relevant share…
第一項の「株券等保有割合」とは、株券等の保有者(同項に規定する保有者をいう。以下この章において同じ。)の保有(前項第一号若しくは第二号に規定する権限又は同項第三号に規定する権利を有する場合を含む。以下この章において同じ。)に係る当該株券等(自己株式(会社法第百十三条第四項に規定する自己株式をいう。)その他当該株券等の…
Open this provisionstatement of large-volume holdings
「大量保有報告書」
The report a large-volume holder (大量保有者) of share certificates, etc. (株券等) must submit to the Prime Minister on its holding ratio, the source of its acquisition funds, its purpose in holding them and other particulars a Cabinet Office Order (内閣府令) specifies.
Short name set inArticle 27-23, paragraph (1)
large-volume holder
「大量保有者」
A holder of share certificates, etc. (株券等) — share certificates, bonds with share options and other securities a Cabinet Order (政令) specifies, and options and other rights over them — of an issuer whose such securities are listed on a financial instruments exchange or similarly traded, whose holding ratio of those share certificates, etc. (株券等保有割合) exceeds 5 percent.
Short name set inArticle 27-23, paragraph (1)· applies only in this chapter
share certificates, etc.
「株券等」
In Chapter II-3 and Article 27-30-11, paragraph (5), subject securities (対象有価証券) — share certificates, corporate bond certificates with share options and other securities a Cabinet Order (政令) specifies — issued by a corporation whose share certificates or other share-related securities are listed on a financial instruments exchange or circulate similarly, including securities under Article 2, paragraph (1), item (xix) and others a Cabinet Order specifies that represent options to buy them.
Short name set inArticle 27-23, paragraph (1)· applies only in this chapter and in Article 27-30-11, paragraph (5)
total number of share certificates, etc. heldmachine translation
「保有株券等の総数」
In Article 27-25, paragraph (1), the number of share certificates, etc. held (保有株券等の数) by a holder plus those held by its joint holders (共同保有者), leaving out share certificates, etc. over which the holder and joint holders have rights, such as a right to claim delivery, that a Cabinet Order (政令) specifies.
Short name set inArticle 27-23, paragraph (4)· applies only in this provision and in Article 27-25, paragraph (1)
statement of changes
「変更報告書」
The report on the changed particulars that a person required to submit a statement of large-volume holdings (大量保有報告書) must submit to the Prime Minister when, after becoming a large-volume holder (大量保有者), its holding ratio of share certificates, etc. (株券等保有割合) rises or falls by one percentage point or more — other than where the total number of share certificates, etc. it holds is unchanged — or another material change a Cabinet Order (政令) specifies occurs.
Short name set inArticle 27-25, paragraph (1)
holding ratio of share certificates, etc.machine translation
「株券等保有割合」
In Chapter II-3, the ratio of the share certificates, etc. (株券等) a holder holds — less those it must deliver after selling them through margin transactions or similar transactions, and with those of its joint holders (共同保有者) added — to the issuer's total issued shares plus the share certificates, etc. other than shares that the holder and its joint holders hold, each counted as Cabinet Office Orders (内閣府令) set.
Defined inArticle 27-25, paragraph (1)· applies only in this chapter
Prime Minister
内閣総理大臣
The head of the Cabinet. Designated by the Diet from among its own members, and appointed by the Emperor on that designation (Articles 67 and 6). The Prime Minister appoints and may dismiss the other Ministers of State at will, and a majority of them must be members of the Diet (Article 68). No Minister of State can be subjected to legal action while in office without the Prime Minister's consent (Article 75).
Written by AI using Constitution, Arts. 6, 67, 68, 75 and Wikipedia: Prime Minister of Japan as a reference.