Details of Delisting Criteria
Delisting Criteria pertaining to Ceasing to Be a Substantial Survivor due to Merger, etc.
The purpose of " Delisting Criteria pertaining to Ceasing to Be a Substantial Survivor due to Merger, etc." is to prevent so-called "backdoor listing." A listed company will be delisted if, as a result of merger, etc. with an unlisted company, TSE deems that the listed company is not a substantial surviving company and will not satisfy criteria equivalent to the initial listing criteria within a specified period.
- Where a listed company is deemed not to be a substantial surviving company, the issue of the company is likely to enter the grace period.
Where a listed company announces a merger with an unlisted company, etc., TSE will examine if the company is a substantial surviving company.
Where TSE concludes that the listed company is not a substantial surviving company, it will advise investors that the issue of the company may enter the grace period for an examination of criteria equivalent to the initial listing criteria.
- Where a listed company implements merger, etc, the issue will enter the grace period.
Where a listed company has implemented merger, etc, TSE will advise investors that the issue of the company has entered the grace period for the examination. "Where a listed company implements merger, etc." refers to implementation dates of merger, business transfer, and business alliance.
The grace period lasts until the day of the third year from the end of the business year in which the merger, etc. have taken place (however, where the final day of the grace period does not fall on the end of the business year, the period finishes at the end the previous business year).
- Where a listed company is deemed to satisfy the criteria during the grace period, the grace period will be removed.
TSE will remove the grace period from the issue and notify the change to investors.
- Where the criteria is not satisfied by the end of the grace period, TSE will designate the issue as a security under supervision.
On the following day of the end of the grace period, TSE will designate the issue as a security under supervision (confirmation) and notify the designation to investors; whereas, where the examination is ongoing at the end of the grace period, TSE will designate the issue as a security under supervision (examination).
- Where a listed company does not apply for the examination by the eighth day from when it submitted the first securities report after the expiration of grace period, TSE will decide on delisting and designate the issue as a security to be delisted.
A listed company can apply for the examination during the eight days from when it submitted the first securities report after the expiration of the grace period. TSE will designate the issue as a security under supervision (examination) and notify the designation to investors. Where the examination results show that the criteria is satisfied, TSE will remove the designation of the securities under supervision (examination).
Where a listed company does not apply for the examination by the eighth day from when it submitted the first securities report after the expiration of the grace period, TSE will decide on delisting and designate the issue as a security to be delisted.
For details, please refer to "Enforcement Rules for Securities Listing Regulations".
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