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Title: Criteria for Information to be Published in Public Tender Offer Prospectuses
Date: 2002.08.12 ( Announced )
Date: 2002.08.12 ( Amended )

Article Content

 
1     These Criteria are promulgated pursuant to Paragraph 2 of Article 43-4 of the Securities and Exchange Law ("the Law").
2     The basic principles for preparing a public tender offer prospectus are as follows:
  1. The contents of a public tender offer prospectus must be truthful and precise. No false information or concealment is allowed therein.
  2. The contents of the prospectus must be updated in a timely manner. All transactions or other events occurring before the printing of the prospectus which are likely to affect interested parties' judgment shall be disclosed.
3     The front cover of a public tender offer prospectus shall include: the names of the Offeror and the company being acquired; the types, number, and price of the securities being acquired; the tender offer period; and the publication date.
4     Except in the case of a share buyback carried out pursuant to the provisions of Article 28-2 of the Law, a public tender offer prospectus shall include the following items:
  1. Declaration that no information relevant to the public tender offer has been falsified or concealed.
  2. Public tender offer period.
  3. Public tender offer price.
  4. Projected number of shares to be purchased by public tender offer.
  5. Time, manner and place for payment of purchase consideration.
  6. Time, manner and place for delivery of the transacted securities.
  7. Any buyback conditions, including any plans to continue acquiring shares even after the quantity acquired reaches the number or percentage of shares initially projected to be acquired.
  8. What will be done in the event the number of shares acquired falls short of or exceeds the number projected to be acquired.
  9. The name, address, and telephone number of the appointed institution and the matters appointed to be handled.
  10. Type and source of payment consideration for the public tender offer: If cash will be used as the payment consideration for the acquisition, a detailed account of self-owned capital or loaned capital shall be provided. If securities (as set forth in Article 8 of the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company) will be used as the payment consideration for the acquisition, the following particulars shall be specified: name and type of the securities; the average price of such securities for the most recent three (3) months; the closing price one day before the public tender offer is reported; the date and cost of acquisition; the calculated price of the payment; and the price decided upon.
  11. The name of the Offeror's related persons.
  12. The occupation or major business items of the Offeror. If the Offeror is a company, the information shall also include its directors and supervisors, and the names and holdings of the shareholders owning over 10% of the outstanding shares of such company.
  13. If the Offeror or its related persons already holds the securities of the public company being acquired at the time of the filing of the report, the types, number, cost of acquiring those securities, and the relevant transaction records within six (6) months prior to the filing of the application. If the Offeror is a company, its directors and supervisors are also subject to the above rules.
  14. If the Offeror is a company and if any of its shareholders either serves as the director or supervisor of, or owns more than a 10% stake in, the public company whose securities are being acquired, the name and shareholding status of such shareholder(s).
  15. If the Offeror is a company, the following information shall be set forth:
    1. Its financial statements for the past two (2) fiscal years; where the company has been in business operations for less than two years, the financial statements for the fiscal year(s) during which the company has been in business.
    2. Its most recently published and audited financial report.
    3. Any major changes in the company's financial situation or business operations that have occurred between the date of the balance sheet in its most recently submitted financial report and the date on which it reported the public tender offer, or a declaration that there have been no major changes.
  16. If, in addition to the public tender offer, there is any other plan for acquisition of the securities of the publicly listed company being acquired, the contents of such plan.
  17. After the completion of the public tender offer, if there is any plan for the following situations, such plan shall be included:
    1. dissolution, changes in organization, capital, business plan, financial conditions or suspension of production of the acquired company.
    2. positional changes, retirements or layoff of over one-third of the acquired company's directors, supervisors and the general manager.
    3. holdings amounting to more than 50% of the outstanding issued shares of that public company.
  18. If there is any plan to transfer the acquired shares to other parties after acquisition of the securities of the public company, the contents of such plan.
  19. If the Offeror clearly knows that the financial and business status of the public company whose securities are being acquired has undergone major changes since the date of the balance sheet of its most recent financial report, the contents of such changes.
  20. Other material information of which the Offeror is clearly aware and which is important enough to affect the process of the public tender offer.
5     These Criteria shall enter into force on the date of promulgation.