Update : Aug. 17, 2012
A J-Adviser is a corporate finance adviser approved by Tokyo Stock Exchange. J-Advisers are appointed by companies wishing to list on TOKYO PRO Market.
The J-Adviser is responsible for assessing the suitability of the company to list on TOKYO PRO Market by confirming that it meets all requirements pursuant to 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. In so doing, the J-Adviser’s role includes:
•Gaining a thorough understanding of the company’s business and its ongoing plans once on the market
•Confirming the suitability of the company’s directors and the efficacy of the company board as a whole
•Undertaking financial, legal and commercial due diligence, involving lawyers, accountants and other external experts, as appropriate
•Ensuring the company has sufficient systems and procedures in place that will ensure compliance with the rules on an ongoing basis
As a result, the J-Adviser will be actively involved in the preparation of admission documents and in advising the applicant on how to best comply with its continuing obligations. Once satisfied, the J-Adviser must prepare a Declaration of Appropriateness for Listing and submit it to the Exchange.
Once a company has been admitted to the market, a J-Adviser must be retained at all times to ensure that the company fulfils its ongoing obligations under the market regulations.
The J-Advisers system is integral to the TOKYO PRO Market model. Should a TOKYO PRO Market company cease to have a J-Adviser at any time, the Exchange will place the company on the List of securities under supervision and & Securities to Be Delisted. If the company is unable to appoint a replacement J-Adviser within a set period of time it will be de-listed from the market.
The J-Adviser must act to preserve the integrity and uphold the standards of TOKYO PRO Market at all times. It must also strive to ensure equality among the shareholders of the TOKYO PRO Market company while providing advice and guidance to its board of directors.
Please refer to 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 for further infomation on the duties and responsibirities of J-Advisers.