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Apr. 13, 2015 TSE Designation of Securities Under Supervision (Confirmation) -Lady Drug Store Co.,Ltd.-

 

TSE has designated an issue as Securities Under Supervision (Confirmation) as follows.

1.Issue Name Lady Drug Store Co.,Ltd. stock
(Code: 3027, Market Division: JASDAQ Standard)
2.Period of Designation as Securities Under Supervision (Confirmation) From Apr. 13, 2015 (Mon.) to the day when TSE determines whether the company has fallen under the delisting criteria
Provision Enforcement Rules for Securities Listing Regulations, Rule 605, Paragraph 1, Item 21
(due to falling under making an announcement, etc. that the company will acquire all shares)
3.Reason At the board of directors meeting held today, Lady Drug Store Co.,Ltd. (hereafter "the Company") adopted a resolution which indicated approval of two takeover bids (*) by TSURUHA HOLDINGS INC. (Code:3391, Market Division: 1st Section)and FUJI CO.,LTD. (Code:8278, Market Division: 1st Section) for shares of the Company.
The Company has disclosed that it is scheduled to put forth the following items in the agenda at a general shareholders meeting after the completion of such takeover bids by the bidder.
(1) Changing the Company to a company that issues classified shares as
specified in the Companies Act;
(2) Attaching a clause for acquiring all common shares that are issued by the
Company; and
(3) In return for acquiring all common shares of the Company, allotting a
different class of shares in the Company (as a result, cash payment is scheduled).
If the above agenda (1) to (3) are approved in a resolution at the general shareholders meeting of the Company, the stock of the Company will be delisted. As such, TSE deems that it is likely that the stock of the Company will be delisted based on such announcement, and designates such stock as Securities Under Supervision (Confirmation).

(*) The first takeover bid is scheduled to be a joint bid by TSURUHA HOLDINGS INC. and FUJI CO., LTD., and the second a standalone bid by TSURUHA HOLDINGS INC.

* The Company has announced that there is a possibility of putting forth an agenda item related to a reverse stock split aimed at achieving a delisting, instead of the above acquisition of all common shares, at a general shareholders meeting after the completion of the takeover bid by the bidder. If the agenda item is approved in a resolution at the general shareholders meeting of the Company, stocks of the Company will be delisted.

DISCLAIMER: This translation may be used for reference purposes only. This English version is not an official translation of the original Japanese document. In cases where any differences occur between the English version and the original Japanese version, the Japanese version shall prevail. This translation is subject to change without notice. Tokyo Stock Exchange, Inc. and/or Japan Exchange Regulation shall individually or jointly accept no responsibility or liability for damage or loss caused by any error, inaccuracy, misunderstanding, or changes with regard to this translation.

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