Market News
Dec. 04, 2023 TSE 【Updated】Decision on Delisting, etc.: RUDEN HOLDINGS CO.,Ltd.
TSE has decided on delisting and designation as Securities to Be Delisted as follows.
* This decision is based on the results of the examination by Japan Exchange Regulation.
１．Delisting and Designation as Securities to Be Delisted
| （１）Issue Name | RUDEN HOLDINGS CO.,Ltd. stock (Code: 1400, Market Segment: Growth Market) |
| （２）Period of Designation as Securities to Be Delisted |
From Nov. 29, 2023 (Wed.) to Dec. 29, 2023 (Fri.) |
| （３）Delisting Date | Dec. 30, 2023 (Sat.) (Note) In cases where circumstances in which the company should be promptly delisted occur, TSE may change the period of designation as Securities to Be Delisted and the delisting date. |
| （４）Reason (Related Clause) |
Due to falling under a case where the Exchange deems that improvement can no longer be expected in the internal management system, etc. of a listed company before the listed company submits the Written Confirmation of Internal Management System. (Securities Listing Regulations, Rule 601, Paragraph 1, Item (9), Sub-item b) |
| (5) Details of Reason （updated on 12/4/2023） |
RUDEN HOLDINGS CO., Ltd. (hereinafter "the Company") disclosed a notice dated November 30, 2022 regarding the receipt of an investigation report from an external investigation committee and made corrections to the contents of multiple timely disclosure materials that had been disclosed since April 2018 via the release of a notice dated January 17, 2023 regarding corrections to Annual Securities Reports and earnings reports for past fiscal years and other related documents These disclosures revealed that the person who was the Company's chair of the board of directors in 2018 had invalidated internal controls and that there were significant deficiencies in the Company's internal control and timely disclosure systems. Consequently, since TSE deemed the improvement of said systems to be highly necessary, it designated the Company's stock as a Security on Alert on January 28, 2023. In light of the designation of the Company's stock as a Security on Alert, the Company established a third-party committee on March 31, 2023 with an eye toward formulating an adequate improvement plan. The committee's purpose was to further investigate all of the facts, analyze the causes on the basis of said facts, consider measures to prevent recurrences, investigate the accountability of the board members and statutory auditor at the time the Ruden Coin business was conducted, and conduct an investigation of similar cases. Later, the Company disclosed on August 31, 2023 that multiple similar cases had been identified in the course of the third-party committee's investigation. Then, on October 30, 2023, the Company disclosed that all of the members of the third-party committee were to resign. These disclosures revealed that the third-party committee had not completed the investigation of the issues for which it was established and that it was unclear whether the Company could formulate a concrete and effective improvement plan to prevent recurrences. Accordingly, TSE designated the Company's stock as a Security Under Supervision (Examination) as of October 30, 2023. <Circumstances After Designation as a Security Under Supervision (Examination)> On November 1, 2023, the Company disclosed an improvement plan (the "Current Improvement Plan"). However, the plan did not reflect the additional investigation and analysis of causes, which were the objectives of the third-party committee's investigation, and the Company said it would immediately disclose its future actions as soon as a policy was decided. Subsequently, on November 13, 2023, the Company disclosed that it would work to improve its internal management system based on the Current Improvement Plan since no new candidates had been selected to serve on the third-party committee, and there was no prospect of selecting such new candidates. <Prospects for Improvement> Although less than a year has passed since the Security on Alert designation, in light of the designation of the Company’s stock as a Security Under Supervision (Examination) and circumstances such as the ones below, TSE has examined the prospects for improvement of the Company's internal management system, etc. and has determined that there are none. - Although ten months have passed since the designation of the Company's stock as a Security on Alert, the Company has failed to clarify its policy for handling the actions (namely, the further investigation of all of the facts, the analysis of the causes on the basis of said facts, the investigation into the accountability of the board members and statutory auditor at the time, and the investigation of similar cases) which would serve as the basis for formulating an adequate improvement plan, and is unlikely to do so. - The Current Improvement Plan contains no mention of the status of the examination of cases similar to the one that led to the Security on Alert designation, nor does it contain any mention of the analysis of the causes or measures to prevent recurrences where necessary. Therefore, TSE does not consider the plan to be effective enough to improve the Company's internal management system. - The Company still has not clarified the accountability of the board members and statutory auditor at the time that the case which led to the Security on Alert designation occurred. Moreover, the Current Improvement Plan has been formulated under the assumption that said board members and statutory auditor stay on as board members and statutory auditor of the Company's subsidiary. Therefore, TSE does not consider the plan to be effective enough to improve the Company's internal management system. - In order to resolve the situation where the representative director & president has been concurrently serving as the director in charge of management since September 2023, the Current Improvement Plan outlines a plan to appoint an additional person as the director in charge of management. However, no progress has been made on the selection of a candidate, and it is unlikely that specific procedures will be conducted for holding an extraordinary general shareholders meeting for said appointment. <Conclusion> Taking all of the above into consideration, the Current Improvement Plan shows a serious lack of thought in its study of the facts and its policy for preventing a recurrence. Thus, TSE does not consider it to be sufficiently effective and deems that there is no reasonable prospect that the situation would improve in the future. Because of this, TSE deems that there are serious deficiencies in a substantial part of the Company's improvement plan and that, even if the Security on Alert designation is continued, no effective and reasonable plan could be formulated to improve the Company's internal management system, etc. within a year from the designation. As a result, TSE deems that the Company's internal management system, etc. are no longer expected to improve, and thus has decided to designate the Company's stock as a Security to Be Delisted. |
２．Exclusion from Securities in Lieu of Money
The stock of the Company will be excluded from securities in lieu of money for the following items from Nov. 30, 2023 (Thu.) inclusive.
- Customer margin for margin transactions and when-issued transactions
- Trading margin for when-issued transactions
- Trading participant security money
- Participant bonds
(note)
- ･TSE has withdrawn the designation of the above issue as Securities on Alert in connection with the decision on delisting, etc.
Current Designations of Securities Under Supervision & Securities to Be Delisted
Designation History of Securities Under Supervision & Securities to Be Delisted
Designation History of Securities Under Supervision & Securities to Be Delisted
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