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Twentieth "Council of Experts Concerning the Follow-up of Market Restructuring" ―Agenda― Tokyo Stock Exchange, Inc. 1. Date: Tuesday, February 18, 2025 4:00 p.m. - 6:00 p.m. 2. Place: Tokyo Stock Exchange 15F Conference Room 3. Agenda: i. Opening ii. Initiatives regarding“Management that is Conscious of Cost of Capital and Stock Price” iii. Revising the Code of Corporate Conduct on MBOs and Subsidiary Conversions iv. Future Measures in the Growth Market v. Status of Companies Subject to Transitional Measures vi. Confirmation of next schedule, Closing <Handouts> Document 1 Future follow-up (Reprint of 19th Material) Document 2 Initiatives regarding“Management that is Conscious of Cost of Capital and Stock Price” Document 3 Revising the Code of Corporate Conduct on MBOs and Subsidiary Conversions Document 4 Future Measures in the Growth Market Document 5 Status of Companies Subject to Transitional Measures Document 6 Reference: The Investor’s ...
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2025 Japan Exchange Group, Inc., and/or its affiliates Future follow-up Promoting the Growth of Startup Companies ⚫Consider and promote approaches for encouraging companies to boldly take on the challenge to grow after their IPOs in order to produce startups that will drive the growth of the Japanese economy in the future ➢Discussion on specific measures [around February 2025] * Continue to promote the understanding of the preparation for listing and the viewpoints of institutional investors after listing (e.g. holding IPO Practitioner Liaison Meetings) Issues amid the promotion of Management that is Conscious of Cost of Capital and Stock Price Issues amid the increasing number of MBOs and Subsidiary Conversions by Controlling Shareholders Action to Implement Management that is Conscious of Cost of Capital and Stock Price / Promoting dialogue with investors ⚫Promote further initiatives for companies that have already disclosed information ➢Confirm evaluation and effects of recent measures, such ...
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2025 Japan Exchange Group, Inc., and/or its affiliates February 18, 2025 Tokyo Stock Exchange Listing Department Initiatives regarding“Management that is Conscious of Cost of Capital and Stock Price” Document 2 2 ©2025 Japan Exchange Group, Inc., and/or its affiliates 12% (191) 33% (527) 34% (544) 36% (567) 36% (574) 7% (109) 14% (215) 13% (206) 13% (202) 12% (197) 19% (300) 47% (742) 47% (750) 48% (769) 49% (771) End of Dec. 2023 End of Oct. 2024 End of Nov. 2024 End of Dec. 2024 End of Jan. 2025 40% (660) 81% (1336) 83% (1354) 84% (1384) 85% (1390) 9% (155) 7% (116) 7% (110) 6% (98) 6% (95) 49% (815) 88% (1452) 89% (1464) 90% (1482) 91% (1485) End of Dec. 2023 End of Oct. 2024 End of Nov. 2024 End of Dec. 2024 End of Jan. 2025 Status of Disclosure and Update (n=1,636) (...
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2025 Japan Exchange Group, Inc., and/or its affiliates February 18, 2025 Tokyo Stock Exchange Listing Department Revising the Code of Corporate Conduct on MBOs and Subsidiary Conversions Document 3 2 ©2025 Japan Exchange Group, Inc., and/or its affiliates Revising the Code of Corporate Conduct on MBOs and Subsidiary Conversions (Overview) ⚫TSE will broaden the scope of actions already mandated when executing a cash-out that could lead to a conflict of interest, which are "obtaining an opinion stating that the transaction will not undermine the interests of minority shareholders" (1) Opinion stating that the transaction will not undermine the interests of minority shareholders ⚫Requirement to obtain said opinion from an entity that has no interest in the controlling shareholder MBO Subsidiary Conversion By Other Related Company* Subsidiary Conversion by Controlling Shareholder (2) Necessary and sufficient timely disclosure ⚫Requirement for necessary and sufficient timely disclosure (including an overview of ...
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2025 Japan Exchange Group, Inc., and/or its affiliates Future Measures in the Growth Market February 18, 2025 Listing Department, Tokyo Stock Exchange Ducument 4 2 ©2025 Japan Exchange Group, Inc., and/or its affiliates Market Cap. Growth Rate for Growth Market Listed Companies 11% 16% 36% 10% 16% 25% 32% 40% 37% 39% 26% 43% 20% 17% 5% 7% 16% 4% 17% 28% 37% 13% 5%全体 ◆Although the Growth Market is expected to produce startups that will drive the future growth of the Japanese economy, only a limited number of companies actually achieve high growth. 1. Current Situation (Market Capitalization Growth Rate) Note: Includes companies listed on the Mothers/Growth Market between July 2004 and the end of 2024 (delisted companies are not included). Note: Market cap. growth rate calculated by dividing the current market cap. (based on average closing price from October to December 2024) by ...
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2025 Japan Exchange Group, Inc., and/or its affiliates February 18, 2025 Listing Department, Tokyo Stock Exchange Status of Companies Subject to Transitional Measures Ducument 5 2 ©2025 Japan Exchange Group, Inc., and/or its affiliates Most Recent Situation of Companies Subject to Transitional Measures Tradable Share Market Cap. (JPY 10 bil.):53 Tradable Share Ratio (35%):15 Trading Value (daily avg. JPY 20 mil.):3 Total (excluding duplicates):69 Prime Standard Growth Tradable Share Market Cap. (JPY 1 bil.):93 Tradable Share Ratio (25%):54 Number of Shareholders (400 shareholders):2 Total (excluding duplicates):147 Tradable Share Market Cap. (JPY 0.5 bil.):7 Tradable Share Ratio (25%):19 Market Cap. (JPY 4 billion from 10th yr. of IPO):26 Total (excluding duplicates):51 Note: •Reflects judgment up to the end of October 2024 •Excludes companies scheduled to go private •The longest planning period is adopted for companies that ...
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2025 Japan Exchange Group, Inc., and/or its affiliates February 4, 2025 Listing Department Tokyo Stock Exchange, Inc. The Investor’s Perspective on Such Matters as Parent-Subsidiary Listings Ducument 6 ©2025 Japan Exchange Group, Inc., and/or its affiliates Index Introduction P2 I. Parents P5 1. The Investor’s Perspective on Parents 2. Cases of Misalignment with the Investor’s Perspective II. Subsidiaries P12 1. The Investor’s Perspective on Subsidiaries 2. Cases of Misalignment with the Investor’s Perspective III. Companies that are Quasi-controlling Shareholders and Companies with a Quasi-controlling Shareholder P20 1. The Investor’s Perspective on Companies that are Quasi-controlling Shareholders and Companies with a Quasi-controlling Shareholder 2. Cases of Misalignment with the Investor’s Perspective 3©2025 Japan Exchange Group, Inc., and/or its affiliates Introduction ◆Tokyo Stock Exchange, Inc. (TSE) has been asking listed companies in parent-subsidiary relationships and ...
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2025 Japan Exchange Group, Inc., and/or its affiliates (Ref.) Future Follow-Up ⚫Follow-up on the status of disclosures on group management, etc. [Fall 2025] –Confirm the status of disclosures on group management, etc. that take the investor's perspective into account * Not only disclosures by companies in parent-subsidiary relationships, but also disclosures by companies in quasi- controlling/quasi-controlled relationships ⚫Publication of Key Points and Examples of Disclosures on Group Management, etc. [During 2025] –Compile key points of disclosures that take the investor's perspective into account and examples of disclosures that have been well received by investors * Focus on examples that consider and disclose how companies manage their groups in terms of capital efficiency and medium- to long-term improvements in corporate value, as required by TSE's request to take“Action to Implement Management that is Conscious of Cost of Capital and Stock Price.” ⚫Consideration ...
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1 Minutes of the 20th Council of Experts Concerning the Follow-Up of Market Restructuring Date: Tuesday, February 18, 2025 4:00 - 5:30 p.m. Place: Tokyo Stock Exchange 15F Conference Room Attendees: See member list Watanabe, Director, Listing Department, TSE: I would like to open the 20th Council of Experts Concerning the Follow-up of Market Restructuring. Mr. Nagami is participating online today and Mr. Koike is absent. Now, let us explain today's agenda. Ikeda, Senior Manager, Listing Department, TSE: Thank you for joining us today. I would like to explain today's agenda items based on Document 1, which summarizes our current policy for dealing. We would like to report and discuss today mainly on the items that are listed here as [February]. Document 2 is about "Management that is Conscious of Cost of Capital and Stock Price," which is listed in the upper left-hand ...
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2025 Japan Exchange Group, Inc., and/or its affiliates Future Measures in the Growth Market Draft of the 21st council material (excerpts) (as of April 2) Listing Department, Tokyo Stock Exchange April 22, 2025 2 ©2025 Japan Exchange Group, Inc., and/or its affiliates Future Measures in the Growth Market (Overview) After Listing Ⅲ . Revise Continued Listing Criteria Ⅲ . Revise Continued Listing Criteria Encourage listed companies to quickly grow to a size that would make them eligible for investment from institutional investors and promote mergers and acquisitions and the further founding of new startups to revitalize the Japanese economy. Encourage listed companies to quickly grow to a size that would make them eligible for investment from institutional investors and promote mergers and acquisitions and the further founding of new startups to revitalize the Japanese economy. Promote industry-wide (exchanges, securities companies, etc.) efforts to generate IPOs that lead to...
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