Nov. 10, 2017 TSE
Designation of Securities Under Supervision (Confirmation): Masuda Flour Milling Co.,Ltd.
TSE has designated an issue as Securities Under Supervision (Confirmation) as follows.
| １．Issue Name |
Masuda Flour Milling Co.,Ltd. stock
(Code:2008, Market Division: 2nd Section) |
| ２．Period of Designation as Securities Under Supervision (Confirmation) |
From Nov. 10, 2017 (Fri.) to the day when TSE determines whether the company has fallen under the delisting criteria |
| Provision |
Enforcement Rules for Securities Listing Regulations, Rule 605, Paragraph 1, Item 21-2 and Item 22 of the same paragraph
(due to falling under a case where a special controlling shareholder has made an announcement equivalent to disclosing information regarding a decision that it makes to demand the sale of shares, etc. and TSE deeming that the stock may fall under cases where the Exchange deems delisting as appropriate.) |
| ３．Reason |
At the board of directors meeting held today, Masuda Flour Milling Co.,Ltd. (hereinafter "the Company") adopted a resolution that indicated approval to a takeover bid to be made by Nitto Fuji Flour Milling Co.,Ltd. (Code: 2003, Market Division: 1st Section) (hereinafter "the bidder") for shares of the Company, which is premised on subsequent delisting of the shares.
The Company has made the following announcement:
(1) If the takeover bid is completed with the bidder acquiring 90% or above of the total voting rights of the Company, the bidder will demand the sale of all remaining shares; and
(2) If the takeover bid is completed with the bidder failing to acquire 90% or above of the total voting rights of the Company, the bidder will demand the Company to put forth an agenda item regarding a reverse stock split with the ratio at which the number of shares held by the shareholders (excluding the bidder) of the Company will be a fraction less than one share at a general shareholders meeting after the completion of the takeover bid.
In the case of the above (1), if the Company approves the demand at the board of directors meeting, the stocks of the Company will be delisted. In the case of the above (2), if the agenda item is approved in a resolution at the general shareholders meeting of the Company, the stock of the Company will be deemed appropriate to be delisted. As such, based on this announcement, TSE deems that the stock of the Company is likely to be delisted, and designates such stocks as Securities Under Supervision (Confirmation). |
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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