If a financial instruments business operator, etc. sells securities through a secondary distribution of securities falling under Article 4, paragraph (1), item (iv) (hereinafter referred to as a "secondary distribution of foreign securities"), the financial instruments business operator, etc., in advance of selling of, or at the same time as it sells such securities, must provide the other party with the information specified by Cabinet Office Order as information about the securities and about the issuer of the securities (hereinafter collectively referred to as the "foreign securities information"), or must disclose such information; provided, however, that this does not apply if the issuer of the securities has already disclosed specified information on securities, etc. for the relevant Securities, nor does it apply in any other case specified by Cabinet Office Order.
If a financial instruments business operator, etc. making a secondary distribution of foreign securities is so requested by a person that acquires the securities through the secondary distribution of foreign securities and entrusts those securities to the custody of the financial instruments business operator, etc.; if it is so requested by a person specified by Cabinet Office Order as being equivalent thereto; or in a case specified by Cabinet Office Order as one in which a fact has occurred that may have a material influence on the investors' investment decisions, the financial instruments business operator, etc. must provide the foreign securities information to that person or must disclose such information; provided, however that this does not apply in the cases that are specified by Cabinet Office Order as those in which, in light of the availability of information on the relevant securities, the status of holding of the securities, and other considerations, not doing so is found not to damage the public interest or result in insufficient investor protection.
A financial instruments business operator, etc. seeking to provide or disclose foreign securities information pursuant to the preceding two paragraphs must provide the foreign securities information personally or entrust another party to do so, or must disclose the same using the internet or through any other means, pursuant to the provisions of Cabinet Office Order.
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(Provision or Disclosure of Foreign Securities Information)
If a financial instruments business operator, etc. sells securities through a secondary distribution of securities falling under Article 4, paragraph (1)…
金融商品取引業者等は、第四条第一項第四号に該当する有価証券の売出し（以下「外国証券売出し」という。）により有価証券を売り付ける場合には、当該有価証券及び当該有価証券の発行者に関する情報として内閣府令で定める情報（以下「外国証券情報」という。）をあらかじめ又は同時に、その相手方に提供し、又は公表しなければならない。
Open this provision(Provision or Disclosure of Foreign Securities Information)
If a financial instruments business operator, etc. making a secondary distribution of foreign securities is so requested by a person that acquires the securities through the secondary distribution of…
外国証券売出しを行つた金融商品取引業者等は、当該外国証券売出しにより有価証券を取得し、かつ、当該金融商品取引業者等に当該有価証券の保管を委託している者その他これに準ずる者として内閣府令で定める者から請求があつた場合又は投資者の投資判断に重要な影響を及ぼす事実が発生した場合として内閣府令で定める場合には…
Open this provision(Notification of Public Offering or Secondary Distribution)
a secondary distribution of securities that have already been issued in a foreign country or of securities specified by Cabinet Order as being equivalent thereto…
外国で既に発行された有価証券又はこれに準ずるものとして政令で定める有価証券の売出し（金融商品取引業者等が行うものに限る。）のうち、国内における当該有価証券に係る売買価格に関する情報を容易に取得することができることその他の政令で定める要件を満たすもの（前三号に掲げるものを除く。）
Open this provisionsecurities
「有価証券」
Securities as this Act defines them: the instruments listed in Article 2, paragraph (1), among them national government and local government bonds, corporate bonds, share certificates and share option certificates, preferred equity investment certificates, beneficiary certificates of investment trusts and other trusts, investment securities, certain promissory notes, mortgage securities, option certificates and depositary receipts, foreign instruments of the same nature, and other instruments a Cabinet Order (政令) specifies.
Defined inArticle 2, paragraph (1)· applies throughout the law
financial instruments business operator, etc.machine translation
「金融商品取引業者等」
In Article 2, paragraphs (3) and (4), Article 4, paragraph (1), item (iv) and paragraph (3), Article 27-32-2 and Article 27-34-2, a financial instruments business operator (金融商品取引業者) or a registered financial institution (登録金融機関), as Article 34 defines the term.
Defined inArticle 2, paragraph (3), item (ii), (b), (1)· applies only in this provision and in Article 2, paragraph (4); Article 4, paragraph (1), item (iv); Article 4, paragraph (3); and Articles 27-32-2 and 27-34-2
secondary distribution of securities
「有価証券の売出し」
A secondary distribution of securities: an offer to sell securities already issued, or a solicitation of offers to buy them (other than acts similar to solicitation for acquisition and acts a Cabinet Office Order (内閣府令) excludes), that, for paragraph (1) securities (第一項有価証券), is made to many persons as a Cabinet Order (政令) sets or falls under none of the exemptions for solicitations made only to qualified institutional investors, only to professional investors, or to a small number of persons, and that, for paragraph (2) securities (第二項有価証券), will lead a fairly large number of persons to hold them — not counting trades on a financial instruments exchange market and other transactions a Cabinet Order specifies.
Defined inArticle 2, paragraph (4)· applies throughout the law
issuer
「発行者」
A person who issues or intends to issue securities, or for securities a Cabinet Office Order (内閣府令) specifies, the person it specifies; for rights treated as securities under Article 2, paragraph (2), the person a Cabinet Office Order specifies for each kind of right is treated as issuing them, at the time it specifies.
Defined inArticle 2, paragraph (5)
investment decisionmachine translation
「投資判断」
A decision on the kind, issue, number and price of securities to invest in and on whether, how and when to buy or sell them, or on the content and timing of derivatives transactions (デリバティブ取引) to be carried out.
Defined inArticle 2, paragraph (8), item (xi), (b)
specified information on securitiesmachine translation
「特定証券情報」
Basic information on securities and their issuer that a Cabinet Office Order (内閣府令) specifies as what investors should be told, and that the issuer must provide to the persons solicited, or publish, before a specified solicitation, etc. (特定勧誘等) — such as a solicitation for acquisition only for professional investors (特定投資家) — may be made.
Short name set inArticle 27-31, paragraph (1)
secondary distribution of foreign securities
「外国証券売出し」
A secondary distribution of securities falling under Article 4, paragraph (1), item (iv): a sale by a financial instruments business operator, etc. of securities already issued abroad, or similar securities a Cabinet Order (政令) specifies, that meets requirements a Cabinet Order sets, such as price information being easily available in Japan.
Short name set inArticle 27-32-2, paragraph (1)
foreign securities information
「外国証券情報」
Information on the securities sold in a secondary distribution of foreign securities (外国証券売出し) and on their issuer, as a Cabinet Office Order (内閣府令) specifies, which the financial instruments business operator, etc. must give the buyer, or publish, beforehand or at the same time.
Short name set inArticle 27-32-2, paragraph (1)