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Listing

In Rule 1520 of the TSE Securities Listing Regulations, delisting criteria is prescribed for infrastructure funds regarding delisting criteria for infrastructure fund issuers, etc. and liquidity of infrastructure funds, etc. In cases where said delisting criteria are met, the relevant issue will be delisted. However, in cases where business of the management company is transferred to another management company and certain conditions are met, it is possible for such an issue to continue being listed.
Additionally, in cases where it is likely that an issue will be delisted, in addition to designating said infrastructure fund as a Security Under Supervision and publicizing such fact, if it is then decided that such issue shall be delisted, it will be designated as a Security to Be Delisted, and trading will be continued for a certain period.

Specific delisting criteria are as follows.

(note)
  • ･For infrastructure funds, (1) investment securities, (2) beneficiary certificates of investment trusts, (3) foreign investment securities, (4) beneficiary certificates of foreign investment trusts, or (5) beneficiary certificates of securities trusts (those with (3) or (4) as trustee securities) can be listed, but the description on this page relates to (1) investment securities.
Items Delisting Criteria
Investment corporation or management company Where an investment corporation which is an issuer of a listed infrastructure fund falls under the following (a) or (b), the Exchange shall delist such listed infrastructure fund:
  1. Where it falls under any of reasons for dissolution referred to in Article 143 of the Investment Trust Act; or
  2. Where it has fallen into a status where it requires bankruptcy proceedings or rehabilitation proceedings pursuant to laws and regulations or a situation equivalent thereto; or
Where a management company of a listed infrastructure funds falls under any of the following (a) through (e), such listed infrastructure fund shall be delisted; provided, however, that the same shall not apply to cases where the Enforcement Rules specify otherwise.
  1. Where registration of financial instruments business expires pursuant to the provisions of Article 50-2, Paragraph 2 of the Act;
  2. Where registration of financial instruments business is cancelled pursuant to the provisions of Article 52, Paragraph 1 or Article 54 of the Act;
  3. Where it ceases to be a member of the Investment Trusts Association, Japan (General Incorporated Association);
  4. Where it ceases to be the management company pertaining to said listed infrastructure fund (excluding instances in which mergers are the reason);
  5. Where it carries out a merger, etc. (excluding cases where the merger, etc. is solely between said management company or solely between the said management company and a management company that is currently entrusted with the management of assets of another listed investment corporation), and TSE recognizes that the business operating system pertaining to management of assets of the investment corporation prior to the merger, etc. does not substantially continue to exist after the merger, etc.;
  6. When there is a change in its parent company, and TSE recognizes that the business operating system pertaining to management of assets of the investment corporation prior to the change does not substantially continue to exist after the change occurs;
  7. Where it ceases to be an entity which carries out investment management business upon receiving an alteration registration prescribed in Article 31, Paragraph 4 of the Act.
Security
  1. Where the ratio of the amount of infrastructure assets, etc. to the total amount of assets under management, etc. has become less than 70% at the end of every business period for the listed infrastructure fund, and does not reach 70% or more within a year;
  2. Where the ratio of the total amount of infrastructure assets, etc., infrastructure-related securities, and current assets, etc. to the total amount of assets under management, etc. has become less than 95% at the end of each business period for the listed infrastructure fund, and does not reach 95% or more within a year;
  3. Where the company fails to make a distribution of money or profit for the business period and does not make a distribution of money or profit within a year;
  4. Where the total net asset amount is less than JPY 500 million at the end of every business period for the listed infrastructure fund and does not reach JPY 500 million or more within a year;
  5. Where the total amount of assets is less than JPY 2.5 billion at the end of each business period for the listed infrastructure fund and does not reach JPY 2.5 billion or more within a year;
  6. Where the number of listed investment units is less than 4,000;
  7. Where trading volume during the year before the end of December of every year is less than 20 units;
  8. Delay in submission of a securities report or an interim report:
      Where a securities report or an interim report to which an audit report or an interim audit report as in Article 3, Paragraph 1 of the Cabinet Office Ordinance on Audit Certification prepared by two or more certified public accountants or an audit firm is attached is not submitted to the Prime Minister, etc. within a month after the period specified in Article 24, Paragraph 1 or Article 24-5, Paragraph 1 of the Act passes (within three (3) months in the event that such submission delay is due to reasons not attributable to an issuer of the infrastructure fund such as an act of providence);
  9. Where the following a. or b. is met:
    1. Where there is a false statement in a securities report, etc. pertaining to a listed infrastructure fund and the Exchange deems that its effect is material; or
    2. Regarding an audit report attached to financial statements, etc. or an interim audit report attached to interim financial statements, etc. pertaining to a listed infrastructure fund, where certified public accountants or audit firms or those corresponding to these state an "adverse opinion" or a fact that "opinions are not expressed" in an audit report or an "opinion that the interim financial statements, etc. do not provide useful information" or a fact that "opinions are not expressed" in an interim audit report and, in addition, the Exchange deems that it is clearly difficult to maintain order in the market if the fund is not delisted immediately;
  10. Where an entity who had entered into a listing agreement pertaining to a listed infrastructure fund has committed a material breach of the listing agreement as prescribed by the Enforcement Rules, where an entity has committed a material breach as to matters taken on oath in the Written Oath submitted pursuant to the provisions of Rule 1504, or where an entity that should enter into a listing agreement ceases to be a party to the listing agreement; provided, however, that the same shall not apply to cases where such entity (excluding an investment corporation) falls under any of the provisos of the Delisting Criteria, Paragraph 1, Item (1) b., Item (2) a., Item (3) b., or Item (4) a.;
  11. Where the certificate of incorporation of the investment corporation are amended to allow for the refund of investment units at the request of investors;
  12. Where the business period becomes less than 6 months due to a change in the certificate of incorporation of the investment corporation;
  13. Where the provisions pertaining to the basic policy for selecting operators will no longer be included in the certificate of incorporation of the investment corporation as a result of the amendment of the certificate of incorporation;
  14. Where, at the end of each operating period or each calculation period for a listed infrastructure fund, there is an operator that does not meet the criteria for selection of operators, and said operator does not meet the criteria for selection of operators within a year;
  15. Where such issue ceases to be handled in the book-entry transfer operation of the designated book-entry transfer institution;
  16. Where administrative works relating to the investor register have come not to be entrusted to an agent approved by the Exchange as specified by Rule 1505, Paragraph 1, Item 2-1 or it has become certain that it will not be so entrusted;
  17. Where it is found that the issuer of a listed infrastructure fund has relationships prescribed in the Enforcement Rules as those in which the listed company is involved with anti-social forces, and when the Exchange deems such situation to have considerably damaged investors’ or beneficiaries’ trust in the market;
  18. In addition to each of the preceding items, where the Exchange deems that the delisting of such security is appropriate for the public interest or the protection of investors.