TSE News

Examinations regarding mergers, etc. (not being a substantial surviving company) -Maruhachi Securities Co., Ltd.-

Update : Nov. 22, 2013

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[Tokyo Stock Exchange, Inc.]

TSE notifies you of the likelihood of an issue entering the grace period pertaining to not being a substantial surviving company due to a merger, etc. as follows.

1. Issue Name Maruhachi Securities Co., Ltd.
(Code: 8700, Market Division: JASDAQ Standard)
2.Likelyb Grace Period From Apr.1, 2014 (Tue.) to Mar. 31, 2018 (Sat.)
 Provision Securities Listing Regulations, Rule 604-2, Paragraph 1, Item 3 (Securities Listing Regulations, Rule 601, Paragraph 1, Item 9, Sub-item b is the related provision)
(due to falling under cases where TSE deems that a listed company is not a substantial surviving company and the company is likely to enter the grace period)
3.Reason Today, Maruhachi Securities Co., Ltd. (hereafter "the Company") announced that the Company and Ace Securities Co., Ltd. (Unlisted) have agreed to establish a joint holding company through a joint share transfer on April 1, 2014, subject to approval by general shareholders meetings of both companies. In the case where such joint share transfer is conducted, TSE has deemed that the Company will not be a substantial surviving company. Therefore the stock of such joint holding company will enter a grace period from the effective date of the joint share transfer, even if the listing of such joint holding company is approved.

(Note1) If Ace Securities Co., Ltd. is deemed to satisfy criteria equivalent to the initial listing criteria before the effective date of such joint share transfer, the stock of the joint holding company will continue to be listed without entering the grace period. In addition, if the joint holding company is deemed to satisfy criteria equivalent to the initial listing criteria during the grace period, the grace period will be removed, and the stock of the Company will continue to be listed.

(Note2) The decision on whether a company is a "substantial surviving company" is made based on an overall consideration of matters such as (i) management performance and financial status, (ii) executive officer composition and business management organization of such company, (iii) shareholder composition, (iv) trade name or company name, and (v) other matters which are deemed to have a material impact on the listed company due to such action. In general, it is a comparison of superiority of the companies involved in terms of scale, etc. Therefore, this notice is not a decision on the business content or business continuity of such company.

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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Tokyo Stock Exchange, Inc.
Listing Department
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