Aug. 10, 2022 TSE
Designation of Securities Under Supervision (Confirmation): Shinoken Group Co.,Ltd.
TSE has designated an issue as Securities Under Supervision (Confirmation) as follows.
| １．Issue Name |
Shinoken Group Co.,Ltd. stock
(Code: 8909, Market Segment: Standard Market) |
| ２．Period of Designation as Securities Under Supervision (Confirmation) |
From Aug. 10, 2022 (Wed.) to the day when TSE determines whether the company has fallen under the delisting criteria |
| Provision |
Enforcement Rules for Securities Listing Regulations, Rule 604, Paragraph 1, Item (23) and Item (24) of the same paragraph
(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) |
| ３．Reason |
Today, Shinoken Group Co.,Ltd. (hereinafter "the Company") indicated approval of a takeover bid to be made by SK Life Support Co.,Ltd. (unlisted) (hereinafter "the bidder") for shares of the Company, which is premised on a subsequent delisting of the shares.
The Company has made an 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 and another shareholder will be less than one share.
In the case of the above (1), if the Company approves the demand, the stock 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 delisted. As such, based on this announcement, TSE deems that the stock of the Company is likely to be delisted and designates such stock 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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