TOKYO PRO-BOND Market

What is TOKYO PRO-BOND Market?

Update : Aug. 17, 2012

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What is TOKYO PRO-BOND Market ?

The TOKYO PRO-BOND Market is a new bond market for professional investors, based on the “professional markets system” incorporated into the Financial Instruments and Exchange Act in 2008.

The TOKYO PRO-BOND Market offers flexible and timely issuances of bonds, and provides more convenience to issuers, investors, securities companies and other market participants both in Japan and overseas. The TOKYO PRO-BOND Market contributes to the development of Japan’s bond market toward a central part of Asia’s financial markets.

Flexible and Timely Bond Issuances

•The TOKYO PRO-BOND Market allows for flexible and timely issuances of bonds reflecting the market environment by streamlining procedures to greatly simplify disclosure documents necessary at the time of issuance without compromising the quality of information for investors. Investors are able to easily access all necessary information through the website of the Exchange.
•Issuers can also chose to list a bond program similar to MTN (“medium term note”) programs used overseas. Issuers are able to register their financial data and the planned amount of bond issuances for a given year on the TOKYO PRO-BOND Market (Program Listing). They are then able to swiftly issue bonds up to the limit of the planned amount as and when required.

Flexible and timely bond issuances in response to market conditions, such as interest rates, exchange rates and other factors

Greater Convenience for Overseas Issuers

•The TOKYO PRO-BOND Market accepts disclosure in English and/or Japanese, whereas existing Samurai Bond issuers are required to disclose in Japanese.
•The TOKYO PRO-BOND Market allows the use of Japanese, international or U.S. accounting standards.
•The TOKYO PRO-BOND Market allows issuances denominated in yen and a variety of currencies.

Greatly enhanced convenience for overseas issuers

Overview of the TOKYO PRO-BOND Market System

1. Types of securities

・The securities that may be listed on the TOKYO PRO-BOND Market include bonds issued by Japanese and overseas companies, and bonds issued by government organizations. Please see here for further details.

2. New Listings

a. Applications for new listings
Content Note
・Issuers need to list on PRO-BOND in order to issue bonds using the PRO-BOND system. To apply for a new listing all required documents and other information needed for an issuance are to be submitted to the Exchange. ・There is no need to submit any documents to the Kanto financial bureau or the Financial Services Agency.
・At the time of a new listing (time of issuance) of a corporate bond or other instrument, applicants (issuers) need to provide Specific Securities Information.

* Please see here for further details on new listing applications.
・Specific Securities Information corresponds to the Securities Registration Statement. Efforts have been made to reduce the cost for preparing the additional documentation for use on PRO-BOND. Issuers providing ongoing disclosure of their Securities Registration Statement do not need to attach financial documents. Overseas issuers can use the documents submitted to the authorities or exchanges in the countries their securities are listed or the company is registered.
b. Eligibility criteria

・Issuers need to fulfill the following requirements to list on PRO-BOND :

Please see here for further details on listing eligibility requirements.

Content Note
i. The bond must obtain a rating from a rating company. ・The term “rating agency” noted here refers to a rating company that is recognized internationally and by Japanese investors.
ii. The principal underwriter for the bond must be registered on the Lead Managing Underwriter List at the Exchange. ・This is different from the J-Adviser system of the TOKYO PRO Market (stock market).
・Securities companies registered on the Lead Managing Underwriter List are leading securities firms with experience in bond underwriting in Japan and/or overseas.

3. Disclosure

a. Timely disclosure
Content Note
・Timely disclosure is required for dissolutions, bankruptcies and dishonoured notes. ・Compared to stock listings, the matters for disclosure are extremely limited. Companies with shares listed on exchanges in Japan will not be burdened with additional disclosures.
b. Financial information
Content Note
・Issuers of listed bonds and other instruments are required to provide Issuer Filing Information at least once a year. ・The Issuer Filing Information corresponds to financial statements. However, when the issuer is providing ongoing disclosure, there is no need for additional disclosure. When the issuer has securities listed overseas, disclosure information for those listings may be used as is.

TOKYO PRO-BOND Market Rules and Regulations

Please see the Special Regulations of Securities Listing Regulations Concerning Specified Listed Securities and the Enforcement Rules for Special Regulations of Securities Listing Regulations Concerning Specified Listed Securities.

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