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May 15, 2020 TSE Examinations regarding mergers, etc. (not being a substantial surviving company): Okato Holdings,Inc.

 

TSE notifies you of the likelihood of an issue entering the grace period pertaining to not being a substantial surviving company due to a merger, etc. as follows.

1.Issue Name Okato Holdings,Inc. stock
(Code: 8705, Market Division: JASDAQ Standard)
2.Likely Grace Period From Oct. 1, 2020 (Thu.) to Mar. 31, 2024 (Sun.)
Provision Securities Listing Regulations, Rule 604-2, Paragraph 1, Item (3)
(related rule: Securities Listing Regulations, Rule 601, Paragraph 1, Item (9), Sub-item a)
(due to falling under cases where TSE deems that a listed company is not a substantial surviving company and the company is likely to enter the grace period)
3.Reason Okato Holdings,Inc. (hereinafter "the Company") announced that the Company has today decided to carry out a business integration with Nissan Securities Co., Ltd. (unlisted) and the Company will make Nissan Securities Co., Ltd. its wholly-owned subsidiary as of Oct. 1, 2020 through a stock swap, which will be subject to approval at general shareholders meetings of both companies.
In the event that such stock swap is conducted, TSE has deemed that the Company will not be a substantial surviving company. Therefore, the stock of the Company will enter a grace period from the effective date of the stock swap.

(Note1) If the Company is deemed to satisfy criteria equivalent to the initial listing criteria before the effective date of such stock swap, then the stock of the Company will continue to be listed without entering the grace period. In addition, if the Company is deemed to satisfy criteria equivalent to the initial listing criteria during the grace period, then the grace period will be removed, and the stock of the Company will continue to be listed.

(Note2) The decision on whether a company is a "substantial surviving company" is not a decision on the nature of the business or on business continuity of such company. The decision is made based on overall consideration of matters such as (i) management performance and financial status, (ii) executive officer composition and business management organization of such company, (iii) shareholder composition, (iv) trade name or company name, and (v) other matters that are deemed to have a material impact on the listed company due to such action. In general, it is a comparison of superiority of the companies involved in terms of scale, etc.

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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