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Listing

In order for an infrastructure fund to be listed on the Tokyo Stock Exchange, it must conform to the listing examination standards stipulated in the "Securities Listing Regulations" with regard to the details of the issuance of the infrastructure fund and other matters.

The criteria include standards related to the ratio of the amount of infrastructure assets to the total amount of assets under management, standards related to the ratio of the total amount of infrastructure assets, infrastructure-related securities, and liquid assets to the total amount of assets under management, standards related to the total amount of assets, and formal requirements such as formulating a basic policy for the selection of operators. In addition, the applicant for initial listing must be deemed appropriate from the perspective of its asset management system, compliance, and timely disclosure system, and must be expected to be able to continue to make cash distributions after listing.

The specific listing examination 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.

Attributes of the Management Company, etc.

Item Criteria Details
Appropriateness of Management Company The management company entrusted with business pertaining to management of the assets of the investment corporation is a general member of the Investment Trusts Association, Japan.
Administrator of the Investor Register The administrator of the investor register is approved by the Exchange as specified by the Enforcement Rules

Details of Assets Under Management, etc.

Item Criteria Details
Ratio of the amount of infrastructure assets, etc. to the total amount of assets under management, etc. Expected to reach 70% or more
Ratio of the total amount of infrastructure assets, etc., infrastructure-related securities, and current assets to the total amount of assets under management, etc. Expected to reach 95% or more by the time of listing

Financial Details

Item Criteria Details
Total Net Assets Expected to reach JPY 1 billion or more by the time of listing.
Total Assets Expected to reach JPY 5 billion or more by the time of the listing.
Auditor Opinion The following (a) and (b) must be satisfied.
  1. No false statements are made in the securities reports, etc. which contain or make reference to financial statements, etc. for each business period or interim financial statements, etc. for each business period which ended in the last 2 years pertaining to a security for which an initial listing application is made; and
  2. The audit reports attached to the financial statements, etc. for each business period ending within the last 2 years or the interim audit report attached to interim financial statements, etc. for the business period ended in the last year each contain an "unqualified opinion,” a "qualified opinion with exceptions," an "opinion that the interim financial statements, etc. provide useful information," or a "qualified opinion with exceptions" by certified public accountants, etc.; provided, however, that the same shall not apply to cases where the Enforcement Rules specify otherwise

Infrastructure Fund Ownership Conditions

Item Criteria Details
Listed Investment Units Expected to reach 4,000 or more by the time of listing.
Major Investors
(the 10 entities with the largest investment unit holdings; hereinafter the same)		 The ratio of the total number of the investment units held by the major investors to the total number of listed investment units is expected to be 75% or less by the time of the listing.
Number of Investors The number of investors, excluding major investors and the issuer (if the issuer holds its own investment units), is expected to reach 1,000 or more by the time of listing

Management System and Structure, etc.

Item Criteria Details
Disclosure System An entity applying for the initial listing of the infrastructure fund is in a state that allows the entity to carry out disclosure of information concerning said infrastructure fund in an appropriate manner;
  1. Documents pertaining to disclosure of information concerning infrastructure funds, out of the initial listing application documents, shall appropriately contain the matters which may have a material effect on investment decisions of investors; and
  2. An entity who has applied for initial listing of an infrastructure fund shall have a system to conduct timely and appropriate disclosure of information of facts, etc. which will have a material effect on asset management, etc. Moreover, its system and framework for the preemptive prevention of insider trading, etc. is deemed to be developed and operated appropriately
Asset Management System An entity who has applied for initial listing of an infrastructure fund is in a state that allows it to carry out asset management, etc. in a sound manner;
  1. An entity who has applied for initial listing of an infrastructure fund has developed an appropriate system for asset management, etc. in order not to damage the interests of investors or beneficiaries of an initial listing application security;
  2. An entity who has applied for initial listing of an infrastructure fund is recognized not to be giving or receiving profit wrongfully through transactions or other kinds of asset management with the corporate group of a sponsor in light of matters including those referred to in the following a. and b.:
    1. Where a transaction between an entity who has applied for initial listing of an infrastructure fund and the corporate group of a sponsor has occurred, there is a rationale for continuing the transaction and reasonable trading terms including trading prices; and
    2. The interests of the investors or beneficiaries of an initial listing application security cannot be wrongfully damaged because the corporate group of a sponsor gives priority to their own interests;
  3. The internal management system is recognized to be reasonably developed and operated in light of matters including those referred to in the following a. and b. so that an entity who has applied for initial listing of an infrastructure fund can efficiently carry out asset management, etc.:
    1. A necessary managerial and administrative body is developed and operated appropriately to secure the efficiency of management activities and the internal checking functions of the corporate group of an initial listing applicant; and
    2. An internal auditing system of the corporate group of an initial listing applicant is developed and operated appropriately; and
  4. An effective system to comply with laws and regulations, etc. is recognized to be developed and operated appropriately to carry out management activities in the corporate group of an initial listing applicant
Distribution of Money Distribution of money or profit pertaining to an infrastructure fund for which an initial listing application is made is expected to continue after listing

This will be considered from viewpoints such as whether the distribution of cash or income from the fund pertaining to such issue is expected to be made by continuously owning infrastructure assets, etc., from among the assets under management, etc., which generate or are expected to generate profits related to the rental business, etc., and from which the distribution of cash or income is expected to be made continuously.
Other It is not deemed inappropriate from the viewpoints of the public interest or the protection of investors.

Terms and Conditions

Item Criteria Details
Operator The basic policy for selecting operators is stated in the certificate of incorporation of the investment corporation.
Handling of Refunds The certificate of incorporation of the investment corporation states that no refund of investment units shall be made upon demand from investors.
Business Period It is stated that the period to be determined as the business period is at least 6 months.

Other

Item Criteria Details
Handling by Book-Entry Transfer Institutions The issue applying for initial listing is subject to the book-entry transfer business of a designated book-entry transfer institution, or is expected to be so by the time of listing.