Japan Exchange Group Inc.

10/06/2023 | Press release | Distributed by Public on 10/06/2023 01:42

Oct. 06, 2023TSE Addition and Exclusion of Reasons for Designation as Securities Under Supervision (Confirmation) (Continued Designation): VISIONARYHOLDINGS CO.,LTD.

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Oct. 06, 2023 TSEAddition and Exclusion of Reasons for Designation as Securities Under Supervision (Confirmation) (Continued Designation): VISIONARYHOLDINGS CO.,LTD.

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TSE has decided to add and exclude reasons for designation as Securities Under Supervision (Confirmation)
for the issue currently already designated so as follows. (As a result, the issue's designation as Securities Under
Supervision (Confirmation) will continue.)
*Some elements of the below items have been revised from October of this year.

１．Issue Name VISIONARYHOLDINGS CO.,LTD. stock
(Code: 9263, Market Segment: Standard Market)
２．Date of Addition of Reason for Designation Oct. 6, 2023(Fri.)
Additional Reason for Designation (Related Clause) 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 makes to demand the sale of shares, etc. or a case 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
(Enforcement Rules for Securities Listing Regulations, Rule 604, Paragraph 1, Item (23) and Item (24) of the same paragraph)
３．Date of Exclusion from Reason for Designation Oct. 7, 2023(Sat.)
Reason for Exclusion (Related Clause) Due to the submission of the quarterly report
(the main clause of Rule 604, Paragraph 3 of Enforcement Rules for Securities Listing Regulation
Enforcement Rules for Securities Listing Regulations, Rule 604, Paragraph 1, Item (10), Sub-item a)
４．Details of Reason (Additional Reason for Designation)
VISIONARYHOLDINGS CO.,LTD. (hereinafter "the Company") has today indicated approval of a takeover bid to be made by Horus Co., Ltd. (hereinafter "the bidder") for shares of the Company (hereinafter "the shares"), which aims for a subsequent delisting of the shares.
The shares of the Company will be delisted if, as procedures for delisting after the completion of the takeover bid, (1) the bidder makes a demand for a cash-out and the Company approves the demand, or (2) the bidder requests the Company to submit to the general shareholders meeting a proposal for a share consolidation in which each of the shares held by shareholders other than specified entities will be reduced to a fraction less than one share, and this proposal is approved. Accordingly, TSE deems that the shares are likely to be delisted and adds thereason for designation of the issue as the Securities Under Supervision (Confirmation) as of today.

(Excluded Reason for Designation)
TSE designated the stock of the Company as Securities Under Supervision (Confirmation) on Sep. 13, 2023, because the Company had disclosed that it expected to be unable to submit the quarterly report for the first quarter of the fiscal year ended Apr. 2024 (hereinafter "the report") by the statutory filing deadline (or the extended statutory filing deadline where approval of such an extension was obtained).
Today, the Company submitted the report. As such, delay in filing of the quarterly report is excluded from the reasons for designating the issue as Securities Under Supervision (Confirmation) as of Oct. 7, 2023.
(note)
  • ･The stock of the Company has also been designated as a Security on Alert since Aug. 31, 2023.

DISCLAIMER: This translation may be used for reference purposes only. This English version is not an official translation of the original Japanese document. In cases where any differences occur between the English version and the original Japanese version, the Japanese version shall prevail. This translation is subject to change without notice. Tokyo Stock Exchange, Inc. and/or Japan Exchange Regulation shall individually or jointly accept no responsibility or liability for damage or loss caused by any error, inaccuracy, misunderstanding, or changes with regard to this translation.

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