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Overview

The TOKYO PRO-BOND Market, a new bond market for professional investors, is based on the “professional markets system” incorporated into the Financial Instruments and Exchange Act in 2008. Only specified investors and non–residents of Japan are eligible for purchasing securities listed on PRO-BOND. The current bond market targets institutional investors with the exception of a minority of corporate bonds issued for individual investors. The TOKYO PRO-BOND Market allows almost all of those who are currently investing in the bond market to participate. Overseas investors will benefit from a tax exemption for bond holdings for non-residents of Japan that was introduced in 2010.

Definition of Specified Investors


■ Specified Investors

 ① Qualified Institutional Investors

 ② Japanese Government

 ③ The Bank of Japan

 ④ Others (can become amateur by offering to securities firms)

1 juridical persons incorporated by a specific act of incorporation pursuant to the provisions of any specific Act

2 an Investor Protection Fund as prescribed in Article 79-21 of the Act

3 the Deposit Insurance Corporation of Japan

4 the Agricultural and Fishery Cooperative Savings Insurance Corporation

5 the Insurance Policyholders Protection Corporation of Japan prescribed in Article 259 of the Insurance Business Act

6 a Special Purpose Company

7 a company that issues share certificates which are listed on a Financial Instruments Exchange

8 a stock company whose stated capital is expected to amount to 500 million yen or more, reasonably judging from the status of the transactions thereof or any other circumstances

9 a Financial Instruments Specialist, or a juridical person that falls under the category of a Notifier of Specially Permitted Business Activities as prescribed in Article 63, paragraph (3) of the Act

10 a foreign juridical person


■ Approved Specified Investors (those who apply and receive approval from securities firms)

 ① companies outside the regulations stipulated above (e.g. regional public authorities)

 ② a proprietor who has concluded a Silent Partnership Contract of which the total amount of contribution is 300 million yen or more

 ③ Individuals with over \300 million in net assets and with at least one year of financial investment experience

 ④ Individuals with over \500 million in net assets or with over \100 million in incomes during the previous year, and with at least one year of financial investment experience

 ⑤ Individuals with sufficient experience in derivatives trading, with over \300 million in net assets, and with at least one year of financial investment experience

 ⑥ Individuals with specified knowledge or experience, with over \100 million in net assets or \10 million in incomes during the previous year, with at least one year of financial investment experience



  (note)

  ・Revised in July, 2022

When soliciting purchases by specified investors of a bond issue to be listed on the TOKYO PRO-BOND Market, in principle, “limited transfer contracts”(1) between the issuing entity and the investor and (2) between the securities company and the investor are required. With regards to OTC (off-Exchange) trading of bond issues listed on the TOKYO PRO-BOND Market, solicitations, etc., for sales to specified investors which are accompanied by a “limited transfer contract” between the soliciting party and the investor are required.

When soliciting purchases by specified investors of a bond issue to be listed on the TOKYO PRO-BOND Market, the party conducting the solicitation must notify the party receiving the solicitation.　With regards to OTC (off-Exchange) trading of bond issues listed on the TOKYO PRO-BOND Market, the party conducting the solicitation is required to notify the party receiving the solicitation.

Investors can make a comprehensive contract with the underwriter which covers all above requirements regarding a bond issue listed on the TOKYO PRO-BOND Market. After an investor makes the contract with the underwriter when the investor acquires a bond listed on the TOKYO PRO-BOND Market for the first time, the investor does not have to make another contract with the underwriter or to notify the underwriter when the investor trades with the underwriter or when the investor acquires a bond listed on the TOKYO PRO-BOND Market from the underwriter.