Japan Exchange Group Inc.

11/18/2020 | Press release | Distributed by Public on 11/17/2020 21:39

Nov. 18, 2020TSE Continued Designation as Securities Under Supervision (Confirmation): SHIMACHU CO.,LTD.

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Nov. 18, 2020 TSEContinued Designation as Securities Under Supervision (Confirmation): SHIMACHU CO.,LTD.

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TSE has continued to designate the issue as Securities Under Supervision (Confirmation) as follows.
On Oct. 2, 2020, SHIMACHU CO.,LTD. (Code: 8184, Market Division: 1st Section) (hereinafter 'the Company') announced its approval of a takeover bid for shares of the Company made by DCM Holdings Co.,Ltd. (Code: 3050, Market Division: 1st Section) on the premise of the subsequent process to delist the shares of the Company. As such, based on this announcement, TSE designated the stock of the Company as Securities Under Supervision (Confirmation) on the same day because the case falls under Rule 605, Paragraph 1, Item (21)-2 and Item (21)-3 of the Enforcement Rules for the Securities Listing Regulations (due to falling under a case where a special controlling shareholder has made an announcement, etc. equivalent to disclosing information regarding a decision that it has made to demand the sale of shares, etc. and where the board of directors has made a resolution on a reverse stock split with a split ratio at which the number of all the shares owned by shareholders other than a specified party will be less than one share).
On Nov. 13, 2020, the Company announced its withdrawal of the approval of the takeover bid by DCM Holdings and its approval of a takeover bid for shares of the Company made by Nitori Holdings Co.,Ltd. (Code: 9843, Market Division: 1st Section) (hereinafter 'the bidder') on the premise of the subsequent process to delist the shares of the Company (hereinafter 'the takeover bid').
The Company has made the following announcement:
(1) If the takeover bid is completed with the bidder acquiring 90% or more of the total voting rights of the Company, the bidder will demand the sale of all the remaining shares; and
(2) If the takeover bid is completed with the bidder failing to acquire 90% or more of the total voting rights of the Company, the bidder will demand that the Company put forth, at a general shareholders meeting after the completion of the takeover bid, an agenda item regarding a reverse stock split with a split ratio at which the number of shares held by shareholders of the Company other than the bidder will be less than one share.
Since the case still falls under Rule 605, Paragraph 1, Item (21)-2 and Item (21)-3 of the Enforcement Rules for the Securities Listing Regulations, TSE continues to designate the stock as Securities Under Supervision (Confirmation).

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