JAPAN: Consultation on changes to Japan major shareholding, takeover rules

Wednesday December 3 2014

The Japanese FSA has published a consultation paper setting out proposed changes to certain provisions of the Japan major shareholdings and takeovers rules.

The main points are as follows:

Takeovers

The amendments pertain to the “Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer” and the “Cabinet Office Ordinance on Disclosure Required for Tender Offer for Listed Share Certificates, etc. by Issuer.”

Amendments are as below:

The company seal is no longer required on the written notices of offer

The company seal is no longer required on the written notices of offer, which is sent from the prospective acquirer to the applying shareholders after the tender offer period.

The description of the information on the prospective transferee in Tender Offer Notification to be simplified (“Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer” only)

The description of the information on the planned share certificate transferee in Tender Offer Notification can be simplified when the Notification is submitted with the documents describing the specific parts of the Securities Report those explain the corporate development, business description, and other relevant information of the planned transferee.

Amendments to avoid overlaps in calculation of the holding ratio of Share Certificates (“Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer” only)

The amendments aim to avoid overlaps in calculation of the holding ratio of Share Certificates under the restrictions of Tender Offer when rights to request delivery of Share Certificates exist between the prospective acquirer and the specific interested parties of the prospective acquirer.

Major shareholdings

The amendments pertain to the “Cabinet Office Ordinance on Disclosure of the Status of Large Volume Holding of Share Certificates, etc.”

When an individual submit the Reports of Possession of Large Volume, he/she can submit a document with his/her home address and the date of birth instead of writing that information on the Reports.

Click on the above link for the consultation documents (in Japanese).