TSE News

Cancellation of Designation of Securities Under Supervision (Confirmation) -TOHPE CORPORATION-

Update : Mar. 26, 2013

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[Tokyo Stock Exchange, Inc.]

TSE has cancelled the designation of Securities Under Supervision (Confirmation) as follows.

1. Issue Name TOHPE CORPORATION stock
(Code: 4614, Market Division: 1st Section)
2.Date of Cancellation of Designation as Securities Under Supervision (Confirmation) Mar. 23, 2013 (Sat.)
Provision Securities Listing Regulations, Rule 601, Paragraph 1, Item 18
(due to deeming as not falling under a case of acquiring all shares)
3.Reason On February 6, 2013 (Wed.), TOHPE CORPORATION (hereafter "the Company") has disclosed that, if, as a result of the takeover bid (hereafter "the TOB") by ZEON CORPORATION (Code: 4205, Market Division: 1st Section) (hereafter "the Bidder"), the Bidder's holding ratio were to become 90% or greater, the Company would be scheduled to put forth the following items in the agenda at a general shareholders meeting after the completion of the TOB.
(1) Changing the Company to a company that issues classified shares as specified in the Companies Act;
(2) Attaching a clause for acquiring all common shares that are issued by the Company; and
(3) In return for acquiring all common shares of the Company, allotting a different class of shares in the Company (as a result, cash payment is scheduled).
If the above agenda (1) to (3) should be approved in a resolution at the general shareholders meeting of the Company, stocks of the Company would be delisted. As such, TSE deemed that it was likely that the stocks of the Company would be delisted, and designated such stocks as Securities Under Supervision (Confirmation).
On Mar. 23, 2013 (Sat.), the Company disclosed that, because the bidder's holding ratio has not reached 90%, the Company shall not put forth the above mentioned items from (1) to (3) in the agenda at a general shareholders meeting, and instead that the Company shall become a wholly-owned subsidiary of the Bidder via stock swap, the consideration for which shall be the Bidder’s common shares. This confirmed that the Company shall not come under the case where all common shares issued by the Company shall be acquired by the Company and that, therefore, there is no possibility of the Company being delisted.
As such, TSE determined that the designation as Securities Under Supervision (Confirmation) shall be cancelled for such stock as of March 23, 2013 (Sat.).

DISCLAIMER: This translation may be used for reference purposes only. 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. This translation is subject to change without notice. Tokyo Stock Exchange, 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, misunderstanding, or changes with regard to this translation.

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