Update : Apr. 12, 2011
[Tokyo Stock Exchange, Inc.]
TSE has cancelled the designation of Securities Under Supervision (Confirmation), as well as taken the Public Announcement Measure and requested an Improvement Report as follows.
J-REP CO.,Ltd. stocks
(Code: 8992, Market Division:Mothers)
|2.Cancellation of Designation as Securities Under Supervision (Confirmation)|
|(1)Date of Cancellation of Designation as Securities Under Supervision (Confirmation)||Apr. 13, 2011 (Wed.)|
Enforcement Rules for Securities Listing Regulations, Rule 605, Paragraph 3 (Securities Listing Regulations, Rule 603, Paragraph 1, Item 6, and Rule 601, Paragraph 1, Item 18 are related rules.)
(Due to TSE confirming that J-REP CO.,Ltd. does not fall under a case of acquiring all shares pertaining to the issue of the listed company)
On Oct. 15, 2010 (Fri.), J-REP CO.,Ltd. (hereinafter "the Company") announced that it will set forth the following agenda items in a general shareholders meeting after the completion of a takeover bid of the Company's shares by its controlling shareholder (hereinafter "the takeover bid"), Macquarie Goodman Japan Pte. Ltd. (unlisted) (hereinafter "takeover bidder"): (1) Changing the Company into a company which issues classified shares prescribed in the provisions of the Companies Act; (2) Attaching a whole acquisition clause to all common shares issued by the Company; and (3) Granting other stock of the company to its shareholders in exchange for acquiring said shares of the Company (scheduled to result in cash payment) (hereinafter "the takeover bid announcement").In light of the stock of the Company being delisted if agendas (1) through (3) mentioned above were to be approved, with this announcement, TSE deemed that there was a likelihood that the Company may be delisted and designated the stock of the Company as Securities Under Supervision (Confirmation).
Today, the Company announced that a decision was made to neither begin the process of becoming a wholly-owned subsidiary of the takeover bidder (hereinafter "the subsidiarization process"), nor convene the general shareholders meeting pertaining to the agenda items (1) through (3) mentioned above for the subsidiarization process (hereinafter "the decision against the matter"). With this announcement, TSE deems that the Company does not fall under a case of acquiring all shares of the Company and therefore cancels the designation of the stocks of the Company as Securities Under Supervision (Confirmation).
|3.Public announcement measure and requested an Improvement Report|
|(1)Date of Public announcement measure||Apr. 12, 2011 (Tue.)|
Securities Listing Regulations, Rule 508, Paragraph 1, Item 2
(Due to TSE deeming that, in a case where TSE deems that the company has breached matters in Rule 441-2, Paragraph 2 of the same regulations (matters to be observed pertaining to significant transactions, etc. with controlling shareholder), public announcement is necessary.)
|(2)Improvement Report Submission Deadline||Apr. 26, 2011 (Tue.)|
Securities Listing Regulations, Rule 502, Paragraph 1, Item 2
(Due to TSE deeming that, in a case where TSE deems that the company has breached matters in Rule 441-2, Paragraph 2 of the same regulations (matters to be observed pertaining to significant transactions, etc. with controlling shareholder), improvement is highly necessary.)
At the board of directors meeting held on Oct. 15, 2010 (Fri.), the Company expressed agreement with regard to the takeover bid and reached a resolution to recommend its shareholders to subscribe to the takeover bid. In the takeover bid announcement, it was announced that the takeover bid would involve the subsidiarization process, and the takeover bid would be conducted based on the assumption that the stock of the Company is scheduled to be delisted in the case where the Company becomes a wholly-owned subsidiary of the takeover bidder. However, at the board of directors meeting held on Apr. 12, 2011 (Tue.), the Company announced the decision against the matter.
According to the latter announcement, the takeover bidder was unable to judge that the legal risk of a lawsuit, etc. being filed, etc. was within an acceptable level, in consideration of the number of shares, etc. subscribed in the takeover bid, the persons eligible for subscription, and the results, etc. of discussions with certain minority shareholders. As such, it reached a decision to not begin the subsidiarization process. In light of such decision by the takeover bidder, the Company made the decision against the matter.
However, the takeover bid announcement did not sufficiently disclose the possibility of not implementing the subsidiarization process in the case where the takeover bidder unable to judge that the legal risk of a lawsuit, etc. being filed, etc. was within an acceptable level.
The Company expressed agreement to the takeover bid while failing to sufficiently disclose the points mentioned above, and, at the same time, the Company resolved and disclosed to the effect of recommending shareholders of the Company to subscribe to the takeover bid. The aforementioned acts lacked consideration from the perspective of the protection of minority shareholder interests. With regard to information concerning the takeover bid for the Company by its controlling shareholder which is deemed as information material for investment decisions, the Company failed to perform satisfactory and sufficient timely disclosure. TSE deems that this situation should be publicly announced, and therefore takes the Public Announcement measure. Furthermore, this is a case of insufficient disclosure arising from deficiency in the system or framework in the Company for performing disclosure on significant transactions, etc. with a controlling shareholder. Therefore, TSE requests the Company to submit a report containing the background to this insufficient disclosure and improvement measures of such system or framework.
DISCLAIMER: This translation may be used only for reference purposes. This English version is not an official translation of the original Japanese document. In cases where any differences occur between the English version and the original Japanese version, the Japanese version shall prevail. Tokyo Stock Exchange, Inc., Tokyo Stock Exchange Group, Inc., and/or Tokyo Stock Exchange Regulation shall individually or jointly accept no responsibility or liability for damage or loss caused by any error, inaccuracy, or misunderstanding with regard to this translation.
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