Portal field news

Portal field news

in

🌏 | MOL, Daibiru and Utoc become wholly owned subsidiaries with a total TOB of 1300 billion yen


写真 

MOL, Daibiru and Utoc become wholly owned subsidiaries with a total TOB of 1300 billion yen

 
If you write the contents roughly
Neither has set a purchase limit, and both companies may be delisted.
 

[Tokyo XNUMXth Reuters] – MOL made a takeover bid (TOB) for Daibiru and Utoc shares on the XNUMXth ... → Continue reading

 Reuters


Wikipedia related words

If there is no explanation, there is no corresponding item on Wikipedia.

Delisted

DelistedWhat is (jojohashi)?ListingWas subject to sale in the market opened by the exchangestock,BondExclude from the market[1].

Overview

As a general reason for delisting, violation of listing contract, extinction of corporate status (merger, Including the establishment of a wholly-owning parent company (making it a wholly owned subsidiary),bankruptcy(Business failure). In addition, a listed company may voluntarily apply for delisting on the stock, judging that the merit of the listing has diminished.

Regarding the nature of delisting in cases that conflict with standards related to listed company discipline such as false statements in securities reports, etc., it will be done from the point of view of punishment for discipline violation and quality control. There is a conflict of quality control theory[1].

As a result of delisting, it will not be possible to trade on the exchange, liquidity will decline, and there will be a side effect that it will be difficult to grasp the proper price because the market price will disappear.[1].

In the case of delisting of shares, from the perspective of the company, the volatility of the shareholder composition will be smaller, and the secondary market will shrink, which will affect funding and the status of the listed company will be lost. May occur[1].. From the point of view of shareholders and investors, delisting will reduce the possibility that the shares will be converted into cash, and the closing price on the exchange will disappear, affecting the valuation method of shares.[1].. In addition, institutional investors may be excluded from investment targets, and in the case of general investors, solicitation by securities companies may be restricted, limiting investment opportunities.[1].

In addition, setting transfer restrictions on stocks is referred to as making the stock private.[2].. The listing is subject to trading on the exchange, and even if the listing is abolished, it does not mean that the stock of the company cannot be bought or sold.[1].. Certain companies, such as amendments to the Articles of Incorporation, will be required in order to restrict the transfer of shares of unlisted stock companies.[3].. On the other hand, if a listed company decides to place restrictions on the transfer of shares by changing the articles of incorporation, it will be incompatible with trading in the market by an unspecified number of people, so it is basically subject to delisting in the listing regulations, etc.[1].

Delisting on the Tokyo Stock Exchange and Nagoya Stock Exchange

Here, the main market is a two-part system.Tokyo Stock ExchangeNagoya Stock ExchangeDescribes delisting in.

Delisting criteria

Current market

There are the following criteria[4]..The case that actually occurredEmphasized fontIndicate.

The main delisting criteria for each market on the Tokyo Stock Exchange are as follows.

Delisting criteriaTSE First Section
TSE Second Section
MothersJASDAQImprovement period
Number of shareholdersLess than 400
(Mothers has less than 10 people for less than 150 years after listing)
Less than 1501
Number of shares in circulationLess than 2,000 units
(Mothers is less than 10 units for less than 1,000 years after listing)
Less than 500 units1
Market capitalization of shares in circulation Less than 5 million yen
(Mothers is less than 10 million yen for less than 2 years after listing)
Less than 2 million yen1
Trading volumeAverage monthly turnover over the last year is less than 1 units
Or
Unsuccessful sale for 3 months
-None
Stock ratio in circulationLess than 5%
(Except when submitting the prescribed document)
-None

The main delisting criteria for each market on the Nagoya Stock Exchange are as follows.

Delisting criteriaPart of Nagoya Stock Exchange
Second part of Nagoya Stock Exchange
CentrexImprovement period
Number of shareholdersLess than 1501
Number of shares in circulationLess than 1,000 units-1
Trading volumeAverage monthly turnover over the last year is less than 1 unitsAverage monthly trading volume for the last year is less than 1 units and
Monthly average pricing rate is less than 20%
After that, the average monthly trading volume for one year is 1 units or more or
When the monthly average pricing rate does not exceed 20%
1
Stock ratio in circulationLess than 5%
(Except when submitting the prescribed document)
-None

Other delisting criteria on both stock exchanges are as follows.

  • Debt overrun-Stop banking transactions-bankruptcyprocedure,regenerationProcedure orresuscitationprocedure-Suspension of business activities(So-calledBankruptcy) ・State equivalent to bankruptcy proceedings, rehabilitation proceedings or rehabilitation proceedings(Debt relief
  • Market capitalization is below standard(Only Nagoya Stock Exchange applies after June 2021, 6)
  • Improper merger (so-calledBackdoor listing-Securities reportOr delayed submission/misstatement of semi-annual report orAudit corporationInappropriate opinion due toetc·Violation of listing contractetc·Internal management system does not improveWait
  • Cancellation of consignment contract to stock administration agency・Share transfer restrictions・Becoming a wholly owned subsidiary-Designated storage transfer organizationWithdrawal of consent regarding the handling ofInvolvement of anti-social forces-Get all-Reverse stock split-Other (public interest/investor protection)
  • Dissolution of the company
  • In sales activitiesCash flowIs negative(Applicable only to Centrex after June 2021, 6)

Regarding insolvency, if the average market capitalization for the three months prior to the last day of the fiscal year to be examined is 3 billion yen or more (limited to those that appropriately disclose plans for improvement), legal arrangements, private Organize (Business revitalization ADRSuch),Regional Economic Revitalization Support OrganizationIf you plan to eliminate the insolvency by supporting the rehabilitation of the company, it will not be subject to delisting.However, if debt forgiveness is to be implemented for debts that are more than one-hundredth of the total debt, submit a rehabilitation plan to the TSE, and the market capitalization will be below the standard in the market capitalization examination, or stock consolidation, etc. If this is also done, it will be considered as a state equivalent to bankruptcy proceedings, rehabilitation proceedings or rehabilitation proceedings and will be delisted.Regarding bankruptcy proceedings, civil rehabilitation proceedings or corporate rehabilitation proceedings, if you receive a decision to start bankruptcy proceedings after the witness time (after 100:10), or if you apply for civil rehabilitation proceedings or corporate rehabilitation proceedings, it will be treated as public interest / investor protection. May be struck.

Due to the transition to a new market on the Tokyo Stock Exchange and the market name change on the Nagoya Stock Exchange, which will come into effect on April 2022, 4, the Tokyo Stock Exchange will be delisting the following criteria on June 4, 2021. Since then, it has been excluded from the delisting criteria[5]..However, 10 years have passed since the listing.MothersIf a listed company has an average market capitalization of less than 2022 million yen for three months until the end of the fiscal year, which arrives by April 4, 3, in principle, it will be an improvement period based on the market capitalization of the growth market. Treat as applicable.

  • Market capitalization is below standard
  • Sales below standard
  • In sales activitiesCash flowIs negative

After the transition to the new TSE market and after the market name change of Nagoya Stock Exchange

2022年4月4日にに施行される東京証券取引所新市場並びに名古屋証券取引所における市場名変更後は、上場廃止基準を見直した上場維持基準が新設される。この内、東京証券取引所プライム市場並びに名古屋証券取引所プレミア市場では、株主数800人以上(東証一部では400人未満、名証一部では150人未満)、流通株式数20,000単位以上(東証一部では2,000単位未満、名証一部では1,000単位未満)、流通株式比率35%以上(東証一部・名証一部共5%未満)にそれぞれ大幅に引き上げられる他、東京証券取引所スタンダード市場では、株主数400人以上(東証二部では400人未満、JASDAQスタンダードでは150人未満)、流通株式数2,000単位以上(東証二部では2,000単位未満、JASDAQスタンダードでは500単位未満)、流通株式比率25%以上(東証二部では5%未満、JASDAQスタンダードでは流通株式比率による上場廃止はなし)に引き上げられる[6][7].

On the Tokyo Stock Exchange, listed companies that do not meet the listing maintenance criteria in the new market and have not been improved during the improvement period will be delisted as they are without any redesignation or market change.[6][8]..The Nagoya Stock Exchange will change the market to the main market if the premier market listed companies do not meet the listing maintenance criteria and the listed companies that did not improve during the improvement period meet the main market listing maintenance criteria. It becomes.If a company listed on the premier market does not meet the criteria for maintaining the listing on the main market, or if a company listed on the main market and a company listed on the next market do not meet the criteria for maintaining the listing, it will be delisted.[7].

The criteria for maintaining listing on the new market of the Tokyo Stock Exchange are as follows.

Listing maintenance criteriaPrimeOUR STANDARDGrowthImprovement period
Number of shareholders800 people more400 people more150 people more1
Number of shares in circulation20,000 credits or more2,000 credits or more1,000 credits or more1
Market capitalization-More than 10 billion yen 40 years after listing1
Market capitalization of shares in circulation100 million yen or more10 million yen or more5 million yen or more1
Trading priceAverage daily trading value of 1 million yen or more-1
Trading volume-Monthly average trading volume of 10 units or more6 months
Stock ratio in circulation35% or more25% or more1
Financial statusNet worth is positive1

The criteria for maintaining the listing after the market name change of the Nagoya Stock Exchange are as follows.

Listing maintenance criteriaPremier
(Current: Part of Nagoya Stock Exchange)
Maine
(Currently: Second Section of Nagoya Stock Exchange)
next
(Currently: Centrex)
Improvement period
Number of shareholders800 people more150 people more1
Number of shares in circulation20,000 credits or more1,000 credits or more-1
Market capitalization100 million yen or more5 million yen or more2 million yen or more1
Trading volume / pricing rateMonthly average trading volume of 40 units or moreMonthly average trading volume of 3 units or moreMonthly average trading volume of 10 units or more
Or the netsuke rate is 20% or more
6 months
Stock ratio in circulation35% or more10% or more-1
Individual shareholder ownership ratio5% or more or 2,000 or more shareholders5% or more or 300 or more shareholders-1
Recent Papers-Depends on operating income and operating activities for 4 consecutive years after the 5th year after listing
Cash flow is not negative
(For financial statements, etc.
Note on matters related to going concern assumptions
Only if done)
1
Financial statusNet worth is positive1

Some of the following items will be applied to the current delisting standards.

  • Suspension of banking transactions, bankruptcy proceedings, civil rehabilitation proceedings or corporate reorganization proceedings, suspension of business activities (so-called bankruptcy)
  • Inappropriate merger, etc. (so-called backdoor listing) ・ Delayed submission of securities report or semi-annual report ・ False statement or inappropriate opinion by audit corporation (non-statement of audit opinion) ・ Violation of listing contract, etc. ・ Internal control system Not improved, etc.
  • Cancellation of consignment contract to a stock administration agency, restriction on transfer of shares, making it a wholly owned subsidiary, withdrawal of consent regarding handling at designated custody transfer institutions, unreasonable restriction of shareholder rights, involvement of antisocial forces, acquisition of all shares, shares Merger / Others (Public Interest / Investor Protection)
  • Dissolution of the company

Among the companies listed on the Tokyo Stock Exchange on the day before the transition date, companies that fall under the following categories will apply the listing maintenance standards (transitional measures) that have been relaxed for the time being.[6]..However, if the market is changed (eg standard → prime, growth → standard) after the transition, or if it is designated as a special caution market issue, it will not be subject to transitional treatment.[8]..Of the companies listed on the Nagoya Stock Exchange on the day before the transition date, the premier market and main market listed companies will also apply the relaxed listing maintenance standards (transitional measures) for the time being.[7][9].

The transitional measures taken by a company listed on the Tokyo Stock Exchange are as follows.

Market segment on the day before the transition dateMarket segment on transition date
First part of the marketPrime market
Standard market
Second part of the market
JASDAQ standard
Standard market
Mothers
JASDAQ Growth
Growth market
Listing maintenance criteriaPrimeOUR STANDARDGrowthImprovement period
Number of shareholders800 people more150 people more1
Number of shares in circulation10,000 credits or more500 credits or more1
Market capitalization-More than 10 billion yen 5 years after listing1
Market capitalization of shares in circulation10 million yen or more2 million yen or more1
Trading volumeMonthly average trading volume of 40 units or moreMonthly average trading volume of 10 units or more6 months
Stock ratio in circulation5% or moreNone
(Delisted at the time of conflict)
Financial statusNet worth is positive1

The transitional measures taken by companies listed on the Nagoya Stock Exchange are as follows.

Listing maintenance criteriaPremier
(Current: Part of Nagoya Stock Exchange)
Maine
(Currently: Second Section of Nagoya Stock Exchange)
Improvement period
Number of shareholders800 people more150 people more1
Number of shares in circulation10,000 credits or more1,000 credits or more1
Market capitalization20 million yen or more5 million yen or more1
Trading volume / pricing rateMonthly average trading volume of 40 units or moreMonthly average trading volume of 3 units or more6 months
Stock ratio in circulation5% or more1
Individual shareholder ownership ratio5% or more or 2,000 or more shareholders5% or more or 300 or more shareholders1
Financial statusNet worth is positive1

In case of delisting

Normally, stocks of stocks that are likely to be delisted are designated as supervised stocks, and stocks of stocks that are decided to be delisted are traded as designated stocks. In addition,Takeover bidInstead of (TOB), if the listed companies in the same market become stock exchanges or merge into a wholly owned subsidiary, supervision and liquidation will not be designated and immediate processing will take place.

Supervised stock

The stocks traded in the conventional "Supervision Post"Information technologyRenamed by (IT). If a stock may be in violation of the delisting standard, in order to inform the user (investor) of the fact, the stock is designated and traded in the same way as general stock. The period of application of this is from the date when the exchange deems it necessary, to the date when the exchange recognizes that the stock delisting standard is met.

Actually, it is designated in two ways: supervised issues (under examination) and supervised issues (under confirmation). Supervised stock (under examination)Securities reportThis is the case when screening for listing qualifications, where criminality and social impact are assumed, such as using falsehood. Other than that, there is a numerical conflict with a simple listing standard and negligence in legal definition, and the case of supervising stock (under confirmation) is to confirm the progress of its return and execution.

Also, note that delisting is not guaranteed when a supervised stock is designated. When issues that may conflict with the standards are resolved, the supervised stock designation is canceled.

Major cases (*excluding those that have already been delisted or the company has disappeared)

Organized issues

The brand that was traded in the conventional rearranging post was renamed with the introduction of IT on the Tokyo Stock Exchange.If it is decided to delist from the stock exchange (it will not be possible to buy or sell), this is a dedicated category to inform users to that effect.As a general rule, transactions are made here for one month (bankruptcy, dissolution, restrictions on transfer of shares, two weeks in the case of making it a wholly owned subsidiary) until the date of delisting, and ordinary shares can be bought and sold, but margin trading is new. You can't do it.Regarding margin trading of stocks that have been delisted by the Tokyo Stock Exchange, other stock exchanges (Sapporo Stock Exchange,Nagoya Stock Exchange,Fukuoka Stock Exchange) Are listed on other stock exchanges and do not meet the delisting criteria on other stock exchanges,TOKYO PRO MarketIf the market is changed from to another market, it can be continued after the Tokyo Stock Exchange decides to delist. It should be noted that, in the past, the company was delisted three months after the allocation of rearranged posts in principle, but since October 3 the period has been shortened to the current one month.

Special attention market stocks

First at the Tokyo Stock Exchange2007 OctoberThe system established in.KaneboBy distinguishing "gray stocks" that imply risk from the incident,SOX methodThe purpose is to give investors a grace period other than delisting, in line with the series of investor protection flows shown in Figure XNUMX. There is a risk that a listed company will conflict with the delisting standards, and as a result of the examination, it will not be delisted. Can be specified. In the case of a TSE-listed company, the designated decision isJapan Exchange Self-Regulating CorporationWill be decided after examination.If a listed company designated as a supervised issue (under review) is designated, it will be designated after canceling the supervised issue (under review).

The designated listed company is traded separately from ordinary trading stocks.A listing contract penalty (20 times the annual listing fee for the First Section, Second Section, and Mothers of the Tokyo Stock Exchange, and JASDAQ is 2000 million yen or 2400 million yen depending on the listed market value, previously a flat rate of 1000 million yen) is also charged at the same time. (In the case of duplicate listing, it will be collected individually from each stock exchange).In addition, one year later, an "internal control system confirmation" that describes the status of the internal control system must be submitted.If it is found that there is no problem with the internal control system, the designation of this issue will be canceled and it will be possible to return to the normal trading issue, but if there is a problem, the designation will be continued or delisted, and if it is continued to be designated, 1 Six months after submitting the second "internal control system confirmation", the "internal control system confirmation" must be resubmitted.Listed companies that have continued to be designated will be delisted (maintained listed) or delisted based on the examination results of the resubmitted "internal control system confirmation".[10].. Reasons other than the delisting due to the examination result of the "internal control system confirmation" or the examination result of the "internal control system confirmation" during the designated period (bankruptcy,Takeover bid, Public interest / investor protection, delay in submitting securities reports, etc.) In the event of delisting, the designation of special caution market stocks will be canceled at the same time as the designation of stocks to be reorganized.

There are five companies that have been delisted due to the examination results of the "Internal Control System Confirmation", and four of them have been forced into business suspension (dormant state) or have gone bankrupt. Of the five companies, the accounting auditor at the time of delistingKeio Holdings,Global Asia Holdings,LCA Holdings3 companies were audit corporation Aria, Keio's Holdings, Global Asia Holdings,Goyo IntexThe three companies changed their audit firms during the designated period.Hood planetAnd Goyo Intex repeatedly relocated their headquarters during the designated period.

On the Tokyo Stock Exchange, in the revision of the securities listing regulations implemented on February 2020, 2, a listed company that designated one copy and changed the market after the same day stated a serious false statement in the application documents, and Special caution When designated as a market issue, at the same time, due to special cases such as redesignation and market change, market change to another market and redesignation to the market before application (Example: TSE 7st Section → Mothers, TSE 1nd Section) → JASDAQ) will be held respectively[11]..With the transition to the new market division, special provisions such as redesignation and market changes are scheduled to be abolished from April 2022, 4.[8].

In addition, listed companies that have been designated as special caution market stocks in the last five years, including listed companies that have not changed the market on the Tokyo Securities Exchange and listed companies that have changed the market before February 2020, 2. Is to specify one copy or change the market (for example, standard → prime, growth → standard after April 6, 5), or when a new listing examination is required in the procedure for transition to a new market (example: TSE II) When a department listed company and a JASDAQ standard listed company select the prime market, a mothers listed company and a JASDAQ growth listed company select the prime market and the standard market), in addition to the usual examination, it is a measure to ensure effectiveness. A review will also be conducted to ensure that the relevant improvement measures are being implemented appropriately.[11].. If a company that has applied for a new listing on or after November 2020, 11 finds that a serious false statement has been made in the new application documents or listing examination documents, it will comply with the new listing examination within one year. After being examined for listing eligibility, the final decision to maintain or delist the company will be made, so it will not be designated as a special caution market issue.[12][13].

Listed before April 2022, 4 and April 4, due to the transition to the new markets (prime market, standard market, growth market) of the Tokyo Stock Exchange, which is scheduled to take place on April 2022, 4. The listing maintenance standards for listed companies that have been designated as special caution market stocks after the date do not apply transitional measures, and are treated in the same way as companies newly listed on the prime market, standard market, and growth market after the same day.[8].

As of April 2022, 4 (a first-part listed company that was designated as a special caution market issue before April 4, 2022), it has been designated as a special caution market issue.TSE stock indexThe constituent stocks are the Tokyo Stock Exchange Stock Index constituent stocks designated as special caution market stocks after April 2022, 4 on the last business day of April 2022, the companies newly listed on the prime market after the same day, and the standard market / growth. Companies that have changed from market to prime market will be excluded from the Tokyo Stock Exchange Index four business days after the designation of special caution market stocks.[14][15]..In order to receive the re-addition of stocks designated as special caution market stocks and stocks dedesignated by August 2023 in the Tokyo Stock Price Index, stocks with a gradual weight reduction will be implemented in October 8. Similar to the stocks whose market capitalization is less than 2022 billion yen in the first judgment of, the stocks with gradual weight reduction to be implemented in October 10 must be re-evaluated.[14].

Prior to the revision of the Securities Listing Regulations implemented on August 2013, 8, it was possible to re-submit the “Internal Management System Confirmation Form” twice (improvement period of 9 years. Example: June 2st If it is a listed company that has been designated and the designation is continued, the “Internal Management System Confirmation Form” must be re-submitted every June 3)[16][17]After the revision, re-submission was allowed only once (improvement period of 1 year. Although not improved, the improvement period is extended by 1 months only when future improvement is expected), the first "internal management system Confirmation” must be re-submitted on the same day 6 months after the submission date (eg 1 if the first “Internal Management System Confirmation” is submitted on June 6 and the designation is continued) You must re-submit the "Internal Management System Confirmation Form" on the 6st of each month.)[4].. The results of the examination based on the “Internal Management System Confirmation Form” differ from the first submission of 1 month to 1 months and the resubmission of 6 month to 1 months (described later). In addition, other reasons (Debt overrunIn some cases, the market capitalization may fall below the standard) and other delisting criteria may apply, and other reasons (business failure,Takeover bidHowever, some companies have been delisted due to public interest/investor protection, delay in submitting securities reports, etc.).

The table below shows the listing contract penalties that are charged at the same time as being designated as a special caution market issue.

Listed market capitalizationTSE First SectionTSE Second SectionMothers
50 million yen or less1920 yen1440 yen960 yen
More than 100 million yen 50 following billion 2503360 yen2880 yen2400 yen
More than 100 million yen 250 following billion 5004800 yen4320 yen3840 yen
More than 100 million yen 500 following billion 25006240 yen5760 yen5280 yen
More than 100 million yen 2500 following billion 50007680 yen7200 yen6720 yen
Things that exceed 5000 billion yen9120 yen8640 yen8160 yen
Listed market capitalizationJASDAQ
1000 million yen or less2000 yen
Things that exceed 1000 billion yen2400 yen

The general flow from receiving the designation to delisting or delisting is as follows.

Current market (including cases where designation continues after April 2022, 4)
  • Request for listing contract penalty
  • Market change to other markets and redesignation to the market before application (A listed company that has been designated on the First Section of the Tokyo Stock Exchange after February 2020, 2 and has undergone a market change on the Tokyo Stock Exchange, and has made a serious false statement in the application documents. (Only when stated)
  • Designated company discloses "improvement plan to prevent recurrence"
  • Other reasons during the designated period (bankruptcy,Takeover bid, Public interest / investor protection, delay in submitting securities reports, etc.) If delisting is decided, delisting will be done after the designation of special caution market stocks is canceled at the same time as the designation as a stock to be reorganized.
  • If the listing maintenance criteria are not met after April 2022, 4, the listing will be delisted after the designation of the special caution market issue is canceled at the same time as the designation as a reorganized issue (transitional measures will be applied).
  • Excluded from the Tokyo Stock Price Index on the last business day of April 2022 (only companies listed on the first section (regardless of new market category))
  • Submit the first internal control system confirmation one year after the designation
  • Judgment of delisting, continuation of designation, delisting based on the examination of the first internal control system confirmation submitted (examination takes 1 to 1 months)
    • If the designation is canceled, it will return to a normal trading stock and at the same time maintain its listing.
    • If the designation continues, submit the second internal control system confirmation 1 months after the submission date of the first internal control system confirmation.
    • If it is delisted, it will be delisted after the designation of the special caution market issue is canceled at the same time as the designation as a reorganized issue.
  • Designated as a supervised issue (under review) 1 year and 6 months after designation (only for companies that have continued to be designated in the first review)
  • Submit the second internal control system confirmation 1 months after the submission date of the first internal control system confirmation (only for companies that have continued to be designated in the first examination)
  • Judgment of delisting / delisting based on the examination of the second internal control system confirmation submitted (examination requires one month or more)
    • If the designation is canceled, it will return to a normal trading stock and at the same time maintain its listing.
    • If it is delisted, it will be delisted after the designation of the special caution market issue is canceled at the same time as the designation as a reorganized issue.
  • 指定により、2022年4月最終営業日に東証株価指数から除外された銘柄の内、2023年8月最終営業日までに指定解除された銘柄で、流通株式時価総額100億円以上かつ段階的ウエイト低減銘柄の再評価により年間売買代金回転率0.2回転以上となった銘柄は2023年10月最終営業日に東証株価指数に追加(2023年9月以降に指定解除された銘柄については後日検討)
After transition to the new market (if designated after April 2022, 4)
  • Request for listing contract penalty
  • Changed the listing maintenance standard from transitional treatment to the same standard as newly listed companies after April 2022, 4 (only for companies listed before April 4, 2022)
  • Excluded from the Tokyo Stock Exchange Index 4 days after designation (only for companies listed on the first section before April 2022, 4 and companies newly listed on the prime market or changed from the standard market / growth market to the prime market)
  • Designated company discloses "improvement plan to prevent recurrence"
  • Other reasons during the designated period (not meeting the listing maintenance criteria, bankruptcy,Takeover bid, Public interest / investor protection, delay in submitting securities reports, etc.) If delisting is decided, delisting will be done after the designation of special caution market stocks is canceled at the same time as the designation as a stock to be reorganized.
  • Submit the first internal control system confirmation one year after the designation
  • Judgment of delisting, continuation of designation, delisting based on the examination of the first internal control system confirmation submitted (examination takes 1 to 1 months)
    • If the designation is canceled, it will return to a normal trading stock and at the same time maintain its listing.
    • If the designation continues, submit the second internal control system confirmation 1 months after the submission date of the first internal control system confirmation.
    • If it is delisted, it will be delisted after the designation of the special caution market issue is canceled at the same time as the designation as a reorganized issue.
  • Designated as a supervised issue (under review) 1 year and 6 months after designation (only for companies that have continued to be designated in the first review)
  • Submit the second internal control system confirmation 1 months after the submission date of the first internal control system confirmation (only for companies that meet the applicable listing maintenance criteria and continue to be designated in the first examination)
  • Judgment of delisting / delisting based on the examination of the second internal control system confirmation submitted (examination requires one month or more)
    • If the designation is canceled, it will return to a normal trading stock and at the same time maintain its listing.
    • If it is delisted, it will be delisted after the designation of the special caution market issue is canceled at the same time as the designation as a reorganized issue.
  • Among the stocks excluded from the Tokyo Stock Price Index by designation, the stocks that were dedesignated by the last business day of August 2023, with a market value of 8 billion yen or more in circulation, and a gradual weight reduction stock revaluation, the annual trading value Stocks with a turnover rate of 100 or more will be added to the Tokyo Stock Price Index on the last business day of October 0.2 (stocks dedesignated after September 2023 will be considered at a later date).

The delisting criteria are as follows. The delisting standard is after the Securities Listing Regulations were revised on August 2013, 8. (The following delisting standard applies to listed companies designated after August 9, 2013. August 8 Listed companies designated before the 9th of the month will be subject to the rules before the revision).

  • If the exchange recognizes that the internal management system, etc. has not been improved within one year after the designation (only if the exchange recognizes that there is no prospect of improvement. At the same time, it is also designated as a stock to be sorted).
  • During the designation, if the exchange recognizes that there is no prospect of improvement in the internal management system of the listed company (at the same time, it will be designated as a stock to be sorted).
    • The above isHood planet,Goyo IntexSuch as the confirmation of the contents of the internal management system confirmation document submitted for the first time (the “improvement plan for recurrence prevention” disclosed by the listed company that received the designation does not make progress and Depending on the specific plan), it may be designated as a supervising stock (under review).[18][19]If the exchange finds that the internal control system has not been improved, it will be delisted.
  • If the exchange admits that the internal control system of the listed company has not been improved within 1 year and 6 months after the designation (at the same time, it is also designated as a supervised issue <under review>, and after the first internal control system confirmation is submitted. The second internal control system confirmation must be resubmitted six months after the exchange. If the exchange admits that no improvement has been made even after the second submission, it will be delisted and at the same time designated as a stock to be reorganized. ).
  • When the internal management system confirmation is not submitted on the specified date (it is also specified as the stock to be sorted).

Major companies designated as special caution market stocks

Companies without a securities code link are delisted companies.The trade name is the current trade name (when the company is dissolved or the legal personality disappears, the trade name at that time).Listed stocks are those at the time of designation unless otherwise specified.

Currently designated company

Listed stocks are currently listed stocks.

Company nameCodesDesignated dateContinue to specify
Decision date
Internal control system confirmation
Resubmission date
Remarks
First product2020/7/112021/9/272022/1/11The market segment after April 2022, 4 is
TSE Standard[20]
Hyas & Co.2020/11/27--XNUM X Year X NUM X Month X NUM X Day
After canceling "Supervised issue (under review)"
Designated as a special caution market issue[21]
XNUM X Year X NUM X Month X NUM X Day
Due to special cases such as redesignation and market changes
Market change from TSE First Section to Mothers again
XNUM X Year X NUM X Month X NUM X Day
TSE stock indexExclude from[22]
The market segment after April 2022, 4 is
TSE Growth
Asia Development Capital2021/8/7--The market segment after April 2022, 4 is
TSE Standard[23]
テ ラ2021/10/14--The market segment after April 2022, 4 is
TSE Standard[24]
A company that has been delisted due to the examination results of the internal management system confirmation

The brand is the one at the time of delisting.

Before revision
Company nameCodesDesignated dateDelisting dateAt the time of designation
Accounting auditor
Remarks
Keio HoldingsTSE Mothers
3731
2012
May 1
2015
May 5
Seiwa Audit Corporation
→ Audit corporation Hibiscus
→ Audit corporation Aria
XNUM X Year X NUM X Month X NUM X Day
"Three years have passed since the designation as a special caution market issue,
Because it corresponds to "when there is a problem with the internal control system, etc."
Designated as "sorted stock"[25]
Global Asia HoldingsTSE JQ
3587
2012
May 6
2015
May 9
Hanshin Certified Accountant Joint Office
→ Certified Accountant Yutaka Maruoka Office
→ Audit corporation Aria
XNUM X Year X NUM X Month X NUM X Day
"Three years have passed since the designation as a special caution market issue,
Because it corresponds to "when there is a problem with the internal control system, etc."
Designated as "sorted stock"[26]
After revision
Company nameCodesDesignated dateContinue to specify
Decision date
Internal control system confirmation
Resubmission date
Delisting dateAt the time of designation
Accounting auditor
Remarks
LCA HoldingsTSE First Section
4798
2014
May 2
2015
May 5
2015
May 8
2015
May 12
Audit Corporation AriaXNUM X Year X NUM X Month X NUM X Day
"About the internal control system of listed companies within 1 year and 6 months after designation
If the exchange finds that no improvement has been made "
Because it corresponds to
Designated as "sorted stock"[27]
Hood planetTSE First Section
7853
2016
May 3
-2017
May 5
Tokyo Daiichi Audit CorporationXNUM X Year X NUM X Month X NUM X Day
By confirming the content of the internal management system confirmation document submitted for the first time
Designated as "supervised brand" (under examination)[18]
XNUM X Year X NUM X Month X NUM X Day
"If the exchange finds that the internal management system has not been improved
(Only when the exchange recognizes that there is no prospect of improvement)"
Designated as "sorted stock"[28]
June 2017, 6 Commencement of bankruptcy proceedings decided
April 2019, 4 Corporate status disappeared
Goyo IntexTSE JQ
7519
2020
May 3
2021
May 7
Audit corporation Cosmos
→ Frontier Audit Corporation
XNUM X Year X NUM X Month X NUM X Day
By confirming the content of the internal management system confirmation document submitted for the first time
Designated as "supervised brand" (under examination)[19][29]
XNUM X Year X NUM X Month X NUM X Day
"If the exchange finds that the internal management system has not been improved
(Only when the exchange recognizes that there is no prospect of improvement)"
Designated as "sorted stock"[30]
Companies that have been delisted due to cancellation of designation or other reasons

Listed stocks in listed companies that have been dedesignated are those at the time of dedesignation.Listed stocks of listed companies that were delisted due to other reasons such as tender offer or bankruptcy without being delisted are those at the time of delisting.

Before revision
Company nameCodesDesignated dateRelease dateDelisting dateRemarks
IHI2008/2/92009/5/12-In TSE / Nagoya Stock Exchange
The market segment after April 2022, 4 is
TSE Prime / Nagoya Stock Exchange Premier
True constructionTSE First Section
1839
OSE 1st
1839
2008/3/26-2008/8/6Delisted due to application for Civil Rehabilitation Law
OSE Hercules
2350
2008/6/172009/3/6Delisted due to delay in submission of securities report
Middle road machineBill
8094
2008/7/23Delisted due to application for Civil Rehabilitation Law
2009/3/72011/7/13-The market segment after April 2022, 4 is
TSE Standard
Futaba industry2009/3/202010/6/24-The market segment after April 2022, 4 is
TSE Prime / Nagoya Stock Exchange Premier
Dashui2009/6/172011/11/16-The market segment after April 2022, 4 is
TSE Standard
TSE Mothers
4815
2009/8/26-2009/11/1Delisting due to business suspension
OSE JQ
2759
2009/10/172011/5/252015/9/29Optical communicationDelisted due to becoming a wholly owned subsidiary
Ardepro2009/11/252012/4/19-Changed to the Second Section of the Tokyo Stock Exchange by the market selection system on December 2014, 12
The market segment after April 2022, 4 is
TSE Standard
BRUNO2010/1/272011/7/6-The market segment after April 2022, 4 is
TSE Growth
2010/4/222011/6/22-The market segment after April 2022, 4 is
TSE Prime
TSE Mothers
2403
2010/5/19-2011/4/25Delisted because market capitalization is less than required
April 2011, 4 Application for Civil Rehabilitation Law
MercianTSE First Section
2536
OSE 1st
2536
2010/9/25-2010/11/26Kirin HoldingsWith the acquisition of a wholly owned subsidiary
Delisted
OSE JQ
3043
2010/10/92013/3/62016/11/1Delisted due to delay in submission of securities report
TSE Mothers
4794
2010/12/22-2011/5/1Delisted because market capitalization is less than required
September 2011, 9 Decided to start civil rehabilitation proceedings
Olympus2012/1/212013/6/11-The market segment after April 2022, 4 is
TSE Prime
MatsuyaTSE JQ
7452
2013/5/15-2015/12/28Alpico HoldingsbyTOBDelisted by
XNUM X Year X NUM X Month X NUM X DayApple landAbsorbed and dissolved
After revision
Company nameCodesDesignated dateContinue to specify
Decision date
Internal control system confirmation
Resubmission date
Release dateDelisting dateRemarks
Resource education2014/3/112015/9/82015/9/112015/10/31-The market segment after April 2022, 4 is
TSE Prime[31]
JALCO Holdings2014/7/1-2015/9/26-The market segment after April 2022, 4 is
TSE Standard
Ishiyama Gateway HoldingsTSE JQ
7708
2015/1/29-2015/8/1XNUM X Year X NUM X Month X NUM X Day
The presidentTokyo Inspection Special Investigation DivisionArrested
XNUM X Year X NUM X Month X NUM X Day
Securities and Exchange Surveillance CommitteeIn response to the accusation by
Designated as a supervised issue (under review)
XNUM X Year X NUM X Month X NUM X Day
Designated as a "sorted stock" due to public interest and investor protection
June 2016, 7 Commencement of bankruptcy proceedings decided
April 2021, 1 Corporate status disappeared
EnarisTSE Mothers
6079
2016/5/312016/7/292016/9/242019/3/13KDDIPower developmentDelisted by TOB by
2015/2/252016/4/282016/8/25-The market segment after April 2022, 4 is
TSE Standard[32][33]
TSE JQ
3170
2015/4/1-2016/5/2Delisted due to TOB by AISEI Holdings
Toshiba2015/9/152016/12/192017/3/152017/10/12-Due to debt overrun on August 2017, 8
Change the designation from the first section of the Tokyo Stock Exchange/first name certificate to the second section of the Tokyo Stock Exchange/second name certificate
at the same timeStock index(TSE stock index-Nikkei Stock Average) Excluded from[34]
XNUM X Year X NUM X Month X NUM X Day
Designated again on the First Section of the Tokyo Stock Exchange and the First Section of the Nagoya Stock Exchange
The market segment after April 2022, 4 is
TSE Prime / Nagoya Stock Exchange Premier
SDS Holdings2018/9/12019/11/292020/3/22020/5/21-The market segment after April 2022, 4 is
TSE Standard[35]
D L Y2018/12/28-2020/2/22-The market segment after April 2022, 4 is
TSE Standard[36]
Nihon Form ServiceTSE JQ
7869
2019/8/82020/11/132021/2/8-2021/4/26Delisted due to TOB by NFS[37]
nice2019/9/20-2020/12/19-The market segment after April 2022, 4 is
TSE Standard[38]
UMC Electronics2019/12/192021/4/29-The market segment after April 2022, 4 is
TSE Prime[39]

Example of delisting and maintaining listing

Example of delisting

As an example of delisting of the first section of the Tokyo Stock Exchange instead of a bankruptcy, merger or making it a wholly owned subsidiary,Seibu RailwayShares (Regarding large holdings of shares and their ratioSecurities reportDue to the fact that a serious misrepresentation was made to) etc. Similarly, an example of delisting the second section of the exchange isShukawayastock,Maruishi HoldingsShares (because of both fictitious capital increase).

Also, TSE targeting start-up companiesMothersAs an example of delisting from the marketLive doorLive door marketingThere is an example (false statement in securities report).

Example of voluntary delisting

All of the above examples are related to scandals, but rather than scandals, bankruptcy, and becoming a wholly owned subsidiary, some companies have voluntarily delisted (private). The reason for this isHostile takeoverEscape from the threat of.

When going private, it is necessary for the stakeholders of the company to acquire the company's shares in the market and take full control of the company's shares.MBO, If an employee buysEBOCalled. Rice in foreign companiesDow Chemical,BuddhaParibas, KoreaPOSCOHave been delisted.

The following are the possible benefits of delisting.

  • Enables long-term management that is not affected by shareholder intentions (dividend rate, management intervention, etc.)
  • Disclosure of information can be done at a minimum level, such as annual securities report submission (although the semi-annual report submission obligation remains).
  • Various compared to listed companiesauditCan also be simplified

On the other hand, the disadvantage is

  • Funding isbankBorrow from (Loan)
  • Carrying a handicap in terms of talent acquisition

An example of voluntary delisting is the apparel manufacturerworldOr from food manufacturersPokka CorporationOf the restaurant businessSkylark,Rex Holdings,Green juice OfKyusaiThere is. However, Skylark and World were relisted thereafter.

Example of bankruptcy/dissolution by the scheduled delisting date

Although it is a unique case, there are also cases where the company went bankrupt/dissolved by the scheduled date of delisting after the stock exchange decided to delist. In the announcement of the decision to delist the stock exchange,In the event of circumstances that require delisting immediately, the designated stock designation period and delisting date above may be changed.] Is made. As a result, delisting has been pushed ahead of schedule.

Listed on TSE Mothers in November 2009FO eyeWas listed in May 2010, just half a year later.Securities registration form(Prospectus) Was discovered, and the delisting was decided on June 5th on May 18th, and three days later, the company became bankrupt with a total debt of approximately 6 billion yen, saying that management could not continue. This is a malicious thing that a prospectus that recorded a huge amount of fictitious sales for the purpose of listing was fabricated and passed the listing examination, and it was examined by a person involved in the listing examination on the TSE side without being overlooked. It had been listed by passing through. Following the bankruptcy, the company's actual delisting was on June 19.

Also, it was listed on the second section of the Tokyo Stock Exchange.Snow Brand FoodIt is,Snow Brand Beef Disguise CaseOf the parent companySnow Brand Milk Industry(Current:Snow Brand Megmilk) Woke upSnow Brand Group Food Poisoning CaseIt was forced into bankruptcy under the influence of. In response to this, the Tokyo Stock Exchange bought its shares on February 2002, 2.Organization postAssigned to. Since the rule at that time was "delisting 3 months after allotment of postal arrangements", it should have been delisted on May 5th. As a result of the resolution, the delisting date was moved forward to April 14, two weeks earlier than originally planned.

Abolition of duplicate listing

There are also cases where companies that list their shares on multiple markets (duplicate listing) delist only certain markets. Above all,Information societyUnder theTSEToConcentratedHowever, the significance of duplicate listing on the regional stock exchanges has diminished, and there are many cases of delisting duplicate listing to reduce costs and administrative burden.[40].

On the contrary,Kojima Iron Works,Tofuku millingAlthough it was delisted due to the delisting criteria of the TSE, some companies were listed on the local stock exchange alone because the local stock exchanges that were listed on the same TSE did not meet the delisting criteria. be.

Example of maintaining listing

In the fiscal year ended March 2007, 3Nikko Cordial GroupWas violated by the fraudulent accounting treatment problem, so it was expected to be delisted, but the Tokyo Stock Exchange"It's not a fancy dress that disguises a deficit as a surplus" "It is not organized or intentional"For this reason, we decided to maintain the listing of Nikko.

Delisted on the New York Stock Exchange

New York Stock ExchangeIn (NYSE), if the company fails to disclose information to its shareholders and investors in a timely, appropriate and accurate manner, or if it does not follow good accounting practices for reporting financial information, etc. It is said that there will be a possibility of delisting[1].

In addition, the delisting standard also lists agreement violations with exchanges (Operations Contrary to Public Interest), absence of Audit Committee, etc. It is stipulated that the stock exchange is not restricted by the above standards, and the stock exchange has a wide range of discretionary powers so that it can respond to individual cases such as false statements in securities reports etc.[1].

Delisted on the London Stock Exchange

United KingdomIn the first place, the authority regarding listing is primarily FSA (Financial Services Authority), which is a financial authority, and the FSA listing rules delist the issuer when it no longer satisfies the continuation obligations for listing. Is the standard of[1].. In particular, the FSA is granted broad discretion to delist when there are "special circumstances that preclude normal regular dealings" stipulated in the FSA rules.[1].

London Stock Exchange(LSE) has established “Admission and Disclosure Standards” such as compliance with the regulations established by the FSA, which is a financial authority. fine), damages order, and delisting (cancellation).[1].

footnote

[How to use footnotes]
  1. ^ a b c d e f g h i j k l m Atsushi Yokoyama. “Daiwa Institute of Research Survey Quarterly Spring 2012 Vol.6 “Delisting””. Daiwa Institute of Research. 2018/9/19Browse.
  2. ^ "M & A course to learn from the basics: 9th”. Nomad journal. 2018/9/19Browse.
  3. ^ "How to put a transfer restriction on public company stock”. BUSINESS LAWYERS. 2018/9/19Browse.
  4. ^ a b Review of delisting standards and special caution market stocksDaiwa Institute of Research September 2013, 9
  5. ^ Cancellation from the grace period for redesignation and delisting: Watabe Wedding Co., Ltd. and 7 other stocksTokyo Stock Exchange February 2021, 4
  6. ^ a b c Partial amendment of securities listing rules, etc. due to the development of the listing system for the review of market classification (second system amendment)Tokyo Stock Exchange February 2021, 4
  7. ^ a b c Partial amendments to the "Securities Listing Regulations" related to the development of the listing system based on the characteristics of the exchange market, etc.Nagoya Stock Exchange March 2021, 7
  8. ^ a b c d Regarding the development of the listing system for reviewing the market classification-Explanatory material regarding the matters to be revised in the second system-Tokyo Stock Exchange February 2021, 2
  9. ^ Nagoya Stock Exchange No. 12Nagoya Stock Exchange March 2021, 7
  10. ^ Securities Glossary Specially Noted Market StocksNomura Securities
  11. ^ a b Partial Amendment of Securities Listing Regulations, etc. Concerning Improvement of Listing System for Improving Governance of Listed SubsidiariesTokyo Stock Exchange February 2020, 2
  12. ^ Partial amendment of securities listing regulations, etc. related to review of listing system to improve fund supply function through capital markets New and old comparison table (first system amendment items related to reorganization of market division)Tokyo Stock Exchange
  13. ^ Partial revision of securities listing regulations, etc. related to the review of the listing system to improve the function of supplying funds through the capital market (the first system revision related to the reorganization of market divisions)Tokyo Stock Exchange February 2020, 10
  14. ^ a b Review of TOPIX (Tokyo Stock Price Index), etc.Tokyo Stock Exchange February 2020, 12
  15. ^ JPX: TOPIX calculation reviewed, free-float ratio excludes strategically held sharesBloomberg September 2020, 12
  16. ^ Special caution market stock designation listFukuoka Stock Exchange September 2009, 9
  17. ^ Decision on delisting — Global Asia Holdings Co., Ltd. —Tokyo Stock Exchange 2015
  18. ^ a b Designation of supervised stock (under examination): Food Planet Co., Ltd.Tokyo Stock Exchange February 2017, 4
  19. ^ a b Designation of supervised stock (under review): Goyo Intex Co., Ltd.Tokyo Stock Exchange February 2021, 6
  20. ^ Designation of special caution market issues and listing penalty penalties: Daiichi Products Co., Ltd.Tokyo Stock Exchange February 2020, 7
  21. ^ Regarding de-designation of supervised stocks (under review), designation of special caution market stocks, change of listed market (change from first section of market to Mothers) and collection of listing contract penalty: Hyas & Co., Ltd.Tokyo Stock Exchange February 2020, 11
  22. ^ Handling of stock index calculation (Hias & Co.)Tokyo Stock Exchange February 2020, 11
  23. ^ Special caution: Designation of market stocks and collection of listing contract penalties: Asia Development Capital Co., Ltd.Tokyo Stock Exchange February 2021, 8
  24. ^ Special caution: Designation of market stocks and collection of listing contract penalties: Tella Inc.Tokyo Stock Exchange February 2021, 10
  25. ^ Delisting decision — Keio's Holdings Co., Ltd. —Tokyo Stock Exchange February 2015, 4
  26. ^ Decision on delisting — Global Asia Holdings Co., Ltd. —Tokyo Stock Exchange February 2015, 8
  27. ^ Delisting decision: LCA Holdings Co., Ltd.Tokyo Stock Exchange February 2015, 10
  28. ^ Delisting decision: Food Planet, Inc.Tokyo Stock Exchange February 2017, 4
  29. ^ Designation of special caution market stock and listing penalty penalty: Goyo Intex Co., Ltd.Tokyo Stock Exchange February 2020, 3
  30. ^ Delisting decision: Goyo Intex Co., Ltd.Tokyo Stock Exchange February 2021, 6
  31. ^ [1]
  32. ^ [2]
  33. ^ [3]
  34. ^ "TOSHIBA CORPORATION-150914.pdf (PDF)”. Tokyo Stock Exchange, Inc. (March 2015, 9). 2017/1/3Browse.
  35. ^ Notice regarding special stock market designation and listing contract penaltiesElectric Saving Company Holdings August 2018, 8
  36. ^ Designation of special caution market issue and listing penalty penalty: D/E Co., Ltd.Tokyo Stock Exchange February 2018, 12
  37. ^ Designation of special caution market issues and listing penalty penalties: Nippon Form Service Co., Ltd.Tokyo Stock Exchange February 2019, 8
  38. ^ Designation of special caution market stock and listing penalty penalty: Suiki Nice Group Co., Ltd.Tokyo Stock Exchange February 2019, 9
  39. ^ Designation of special caution market stock and listing penalty penalty: UMC Electronics Co., Ltd.Tokyo Stock Exchange February 2019, 12
  40. ^ Eliminates "overlapping listing" such as Sharp. Thin advantage SankeiBiz, November 2012, 11 (read February 8, 2014).

Related item

外部 リンク


 

Back to Top
Close