| Investment Corporation or Asset Management Company |
Criteria Relating to the Venture Fund-issuing Investment Corporation
Where a venture fund-issuing investment corporation pertaining to a listed venture fund falls under any of the following, TSE will delist the listed venture fund.
- Grounds for Dissolution under Laws and Regulations
Where the venture fund-issuing investment corporation falls under any of the grounds for dissolution prescribed in laws and regulations
- Bankruptcy Proceedings or Rehabilitation Proceedings
Where the venture fund-issuing investment corporation has reached a state in which bankruptcy proceedings or rehabilitation proceedings under laws and regulations are required, or has reached a state equivalent thereto
- Valuation of Unlisted Stocks, etc.
Where, for the purpose of disclosing the matters prescribed in Rule 1312, Paragraph 6, Item (5) of the Listing Regulations, the venture fund-issuing investment corporation neither values the unlisted stocks, etc. and assets related to unlisted stocks, etc. included in its assets under management, etc. using the method prescribed in Article 14 of the Rules on Valuation and Accounting of Investment Trust Assets established by the Investment Management Association of Japan, nor entrusts such valuation to a valuation institution for unlisted stocks, etc.
Criteria Relating to the Venture Fund Asset Management Company
Where the venture fund asset management company pertaining to a listed venture fund falls under any of the following, TSE will delist the listed venture fund.
However, this does not apply where certain requirements are satisfied.
- Expiration or Revocation of a License, Authorization, or Registration, etc.
Where a license, authorization, registration, or other qualification required for the business of managing the assets of an investment corporation expires, is revoked, or is subject to a change in registration or other measure, and the company consequently ceases to conduct business as a venture fund asset management company
- Loss of Membership in the Investment Management Association of Japan
Where the venture fund asset management company ceases to be a member of the Investment Management Association of Japan
- Change of the Venture Fund Asset Management Company
Where the company ceases to be the venture fund asset management company pertaining to the listed venture fund, excluding where this results from a merger or similar transaction
- Discontinuation of the Operational Structure Following a Merger or Similar Transaction
Where the venture fund asset management company carries out a merger or similar transaction, and TSE determines that the operational structure for the business of managing the assets of the venture fund-issuing investment corporation pertaining to the listed venture fund before the merger or similar transaction does not substantially continue after the transaction
This excludes a merger or similar transaction carried out solely by the venture fund asset management company pertaining to the listed venture fund, or solely between that venture fund asset management company and venture fund asset management companies pertaining to other listed venture funds.
- Discontinuation of the Operational Structure Following a Change in the Parent Company
Where there is a change in the parent company of the venture fund asset management company pertaining to the listed venture fund, and TSE determines that the operational structure for the business of managing the assets of the venture fund-issuing investment corporation pertaining to the listed venture fund before the change does not substantially continue after the change
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| Security |
TSE will delist a listed venture fund where the issue falls under any of the following.
- Unlisted Stocks Investment Ratio
Where the unlisted stocks investment ratio is 50% or less as of the last day of a business period of the venture fund-issuing investment corporation pertaining to the listed venture fund, and the ratio does not exceed 50% within one year thereafter
However, this does not apply in cases specified in the Enforcement Rules.
- Number of Listed Investment Units
Where the number of listed investment units, excluding treasury investment units other than those subject to a resolution for disposal, is less than 2,000 trading units
- Trading Volume
Where the trading volume during the one-year period ending on the last day of December of each year is less than 60 trading units
- Delay in Filing an Annual Securities Report or Semi-annual Securities Report
Where an annual securities report or semi-annual securities report, accompanied by an audit report or interim audit report under 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 not submitted to the Prime Minister, etc. within one month after the expiration of the period prescribed in Article 24, Paragraph 1 or Article 24-5, Paragraph 1 of the Act
Where the delay is due to a natural disaster or other circumstances not attributable to the venture fund-issuing investment corporation pertaining to the listed venture fund, the applicable period is three months.
- False Statements or Audit Opinions, etc.
Where either a. or b. below applies:
- Where an annual securities report, etc. pertaining to the listed venture fund contains a false statement, and TSE determines that it is clearly difficult to maintain order in the market unless the listed venture fund is delisted immediately
- Where a certified public accountant, etc. expresses an adverse opinion or disclaims an opinion in an audit report attached to financial statements, etc. pertaining to the listed venture fund, or expresses an opinion that interim financial statements, etc. do not provide useful information or disclaims an opinion in an interim audit report attached to interim financial statements, etc. pertaining to the listed venture fund, and TSE determines that it is clearly difficult to maintain order in the market unless the listed venture fund is delisted immediately
Cases specified in the Enforcement Rules are excluded from the treatment of an adverse opinion or disclaimer of opinion in an audit report.
- Material Breach of the Listing Agreement, etc.
Where a listed venture fund issuer or manager commits a material breach of the listing agreement in a case specified in the Enforcement Rules, commits a material breach of a matter declared in the written oath submitted pursuant to Rule 1304, Paragraph 1, or an entity required to enter into the listing agreement ceases to be a party to the listing agreement
However, this does not apply where the venture fund asset management company pertaining to the listed venture fund falls under the proviso to Item (2) of the preceding paragraph.
- Amendments to the Certificate of Incorporation, etc.
Where any of the following amendments is made to the certificate of incorporation of the venture fund-issuing investment corporation pertaining to the listed venture fund, including a document similar thereto for the purpose of d. (b):
- A provision stating that, as a rule, the unlisted stocks investment ratio will exceed 50% is deleted.
- A provision stating that assets other than unlisted stocks, etc., assets related to unlisted stocks, etc., and continuously held stocks, etc. are limited to assets referred to in the items of Article 19, Paragraph 3 of the Regulation for Enforcement of the Act on Investment Trusts and Investment Corporations, monetary claims referred to in Article 3, Item (7) of the Investment Trust Act Enforcement Order, current assets, etc., and rights and other assets pertaining to transactions that are intended to reduce the risk of losses arising from price fluctuations in assets under management, etc. or other risks and that are objectively recognized as reducing such risks is deleted.
However, this does not apply in cases specified in the Enforcement Rules.
- Both of the following provisions are deleted:
(a) A provision stating that investments in a specific investee will not exceed 10% of total net assets as of the time of acquisition
(b) A provision stating that, for unlisted stocks, etc. or assets related to unlisted stocks, etc., investments in a specific investee will not exceed 15% of total net assets as of the time of acquisition, and that, for other assets, investments in a specific investee will not exceed 10% of total net assets as of the time of acquisition
- Both of the following provisions are deleted:
(a) A provision stating that the venture fund-issuing investment corporation will not borrow funds or offer investment corporation bonds
(b) Provisions in the certificate of incorporation of the investment corporation or a similar document setting out a management policy under which the ratio of interest-bearing liabilities to total assets will, in principle, be maintained at 20% or less; a risk management policy concerning borrowings or the issuance of investment corporation bonds; and matters concerning the purpose, maximum amount, and use of proceeds of such borrowings or issuance
- Both of the following provisions are deleted:
(a) A provision stating that no investment will be made in corporate bonds referred to in Rule 1201, Item (6) c., monetary claims referred to in Item (6) d., or corporate bonds and monetary claims referred to in Rule 1201, Item (16) c., including the portion of assets related to unlisted stocks, etc. corresponding thereto
(b) A provision stating that the management policy is that the ratio of the investment amount in such corporate bonds and monetary claims, including the portion of assets related to unlisted stocks, etc. corresponding thereto, to the total amount of assets under management, etc. will not exceed 30% in principle
- The certificate of incorporation is amended to permit the redemption of investment units at the request of investors.
- The business period is amended to a period of less than six months.
- Ratio of Interest-bearing Liabilities to Total Assets
Where the ratio of interest-bearing liabilities to total assets exceeds 20% as of the last day of a business period of the venture fund-issuing investment corporation pertaining to the listed venture fund, and the ratio does not decline to 20% or less within one year thereafter
(Note)
- ･Treatment Where the Ratio of Interest-bearing Liabilities to Total Assets Exceeds 20%
Where the ratio of interest-bearing liabilities to total assets exceeds 20% as of the end of a business period, the listed venture fund will enter a grace period. If the ratio does not decline to 20% or less by the end of the following business period, the listed venture fund will fall under the delisting criteria.
However, where the venture fund-issuing investment corporation submits to TSE a written document stating the reasons why the ratio exceeded 20%, and TSE deems that such reasons are temporary funding needs or other unavoidable circumstances, the listed venture fund will not be placed under a grace period nor delisted.
Temporary funding needs or other unavoidable circumstances may include the use of bridge loans to respond flexibly to investment timing, or sudden fluctuations in total assets due to market conditions or other factors.
- Handling by the Designated Book-entry Transfer Institution
Where the listed venture fund ceases to be eligible for handling in the book-entry transfer operations of the designated book-entry transfer institution
- Administration of the Investor Register
Where the administration of the investor register ceases to be entrusted to an institution approved by TSE, or where it becomes certain that such administration will cease to be entrusted to such an institution
- Involvement of Anti-social Forces
Where it is found that a listed venture fund issuer or manager has a relationship specified in the Enforcement Rules as being subject to the involvement of anti-social forces, and TSE determines that the actual circumstances significantly undermine investor confidence in TSE's market
- Public Interest or Investor Protection
In addition to the preceding items, where TSE determines that delisting the issue is appropriate from the perspective of the public interest or investor protection
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