Listing (Venture Funds)
In order for a venture fund to be listed, the details of the issue and other matters of the venture fund must conform to the listing examination standards set forth in the Securities Listing Regulations (Venture Funds).
In addition, the standards for the issuer of the venture fund and the asset management company must be appropriate from the perspective of the asset management system, compliance and timely disclosure systems, and must be a member of the Investment Trusts Association, Japan. The standards also require that the issuer or asset management company of the venture fund be a member of The Investment Trusts Association, Japan, and that it be in a position to properly evaluate private equity and private equity-related assets under management, etc.
The specific listing criteria are as follows:
Attributes of Asset Management Company
Item | Criteria Details |
Appropriateness of Asset Management Company | An asset management company entrusted with business pertaining to management of the assets of an investment corporation is a member of the Investment Trusts Association, Japan. |
Transfer Agent | An administrator of the investor register is approved by the Exchange as an organization as specified by the Enforcement Rules |
Details of Assets Under Management, etc.
Item | Criteria Details |
Ratio of Unlisted Stocks, etc. Investment Amount to Assets Under Management, etc. | Expected to exceed 50% |
Assets Other Than Unlisted stocks, etc., Assets related to Unlisted stocks, etc. and Continuously held stocks | Assets other than unlisted stocks, etc., assets related to unlisted stocks, etc. and continuously held stocks, items referred to in each item of Article 19, Paragraph 3 of the Order for Enforcement of the Act on Investment Trusts and Investment Corporations, and either a statement within the certificate or a pledge in writing that these are for the purpose of reducing risks such as losses due to price fluctuations pertaining to current assets, etc. and assets under management, etc., and that they are limited to rights and other assets pertaining to transactions for which such reduction in losses and other risks is objectively recognized; |
Definitions of Terms
Category | Details |
Assets under management, etc. (Rule 1201, Item (1)-7 of the Listing Regulations) |
The assets of the investment corporation that is the issuer of the investment security. |
The unlisted stocks investment ratio (Rule 1305, Item (2), Sub-Item a of the Listing Regulation, Rule 1305 Paragraph 2 of the Enforcement Rules. ) |
The ratio of a total of (i) an amount of unlisted stocks, etc.-related securities and, (ii) out of unlisted stocks, etc.-related assets, an amount corresponding to unlisted stocks, etc.-related securities in assets under management, etc. |
Unlisted stocks, etc.-related securities (Rule 1305 Paragraph 2 of the Enforcement Rules. ) |
Unlisted stocks, etc. and Continuously held stocks, etc. |
Unlisted Stocks (Rule 1201, Item (15) of the Listing Regulations) |
Unlisted stocks mean domestic stocks and foreign stocks other than stocks listed on a domestic financial instruments exchange (excluding that issued by a company listed on the specified financial instruments exchange markets), or stocks listed or continuously traded on a foreign financial instruments exchange, etc.; |
Unlisted stocks, etc. (Rule 1201, Item (16) of the Listing Regulations) |
Unlisted stocks, or preferred stocks, etc., subscription warrant securities, or bonds with warrants issued by an issuer of unlisted stocks |
Unlisted Stocks, etc.-related assets (Rule 1201, Item (17) of the Listing Regulations) |
Assets referred to in the following a. through e.
|
Continuously held stocks (Rule 1201, Item (6), Sub-item a and b of the Listing Regulations) |
Those referred to in the following a.and b.
|
Financial Details
Item | Criteria Details |
Total Net Assets | Expected to reach 3 billion yen or more by the time of listing |
Auditor Opinion | The following (a) and (b) are satisfied:
(a) No false statement shall be made in the annual securities reports, etc. which contain or make reference to financial statements, etc. for each business period ended in the last two (2) years (limited to the period after the venture fund-issuing investment corporation pertaining to such initial listing application was established; the same shall apply hereunder) or interim financial statements, etc. for each such business period; (b) An audit report attached to financial statements, etc. for each business period ended within the last two (2) years or an interim audit report attached to interim financial statements, etc. for a business period ended in the last year shall contain an "unqualified opinion" or a "qualified opinion with exceptions," or 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 the cases where the Enforcement Rules specify otherwise; |
Venture Funds Ownership Conditions
Item | Criteria Details |
Listed Investment Units | Expected to reach 2,000 or more by the time of listing |
Major Investors (meaning the top ten (10) Investors in Descending Order of Investment Units Held) |
The total number of investment units held by major investors shall be expected to be 80% or less of the total number of listed investment units by the time of listing; |
Number of Investors Excluding the Major Investors | The number of investors holding one (1) or more investment unit, excluding major investors, shall be expected to reach 300 or more by the time of listing; |
Management System and Structure, etc.
Item | Criteria Details |
Appropriateness of Valuation of Unlisted Stocks | Rating of unlisted stocks, etc. and unlisted stocks, etc.-related assets which are assets under management, etc. can be carried out in an appropriate manner.
|
Appropriateness of Disclosure | A venture fund initial listing applicant is in a state where disclosure of information concerning such venture fund can be carried out in an appropriate manner.
|
Financial Soundness of Asset Management | The initial listing applicant must be in a position to manage its assets in a sound manner.
|
Viewpoints of Public Interest or Investor Protection | In addition to the above, the listing is not deemed inappropriate from the viewpoint of the public interest or investor protection.
|
The Certificate of Incorporation of a Venture Fund-issuing Investment Corporation
Item | Criteria Details |
Must be Closed-ended | Rules of an investment corporation states that no refund of investment units shall be made upon demand from investors |
Restrictions on Investment in Certain Investees | Restrictions on Investment in Certain Investees Matters referred to in the following (i) or (ii) (i) Investments in a specific investment destination shall not exceed 10% of total net assets as of the time of acquisition; or (ii) For unlisted stocks, etc. or unlisted stocks, etc.-related assets, investments in a specific investment destination shall not exceed 15% of total net assets as of the time of acquisition, and for other assets, investments in a specific investment destination shall not exceed 10% of total net assets as of the time of acquisition; |
Business Period | The period defined as a business period shall be at least six (6) months |
Other
Item | Criteria Details |
Handling by the Designated Book-entry Transfer Institution | It shall be required that the relevant venture fund is subject to the book-entry transfer operation of the designated book-entry transfer institution, or is likely to be so by the time of listing; |