Chapter I General Principles |
| Article 1 | These Regulations are promulgated according to Paragraph 4 of Article 43-1 of the Securities and Exchange Act (hereinafter "the Act").
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| Article 2 | "Public Tender Offer" as referred to in these Regulations means purchase of securities from unspecified persons bypassing the centralized securities exchange market or the over-the-counter (OTC) markets, and instead using public announcement, advertisement, radio broadcast, telecommunication, letters, telephone, presentation show, explanation delivering or other methods to make a public offer.
The scope of public tender offers to purchase securities under Paragraph 2 of Article 43-1 of the Act includes purchase of issued shares, new shares entitlement certificates, warrants, preferred shares attached with warrants, convertible corporate bonds, corporate bonds attached with warrants, depositary receipts, and any other securities approved by the Financial Supervisory Commission (hereinafter "FSC") of a company, which has already completed the public issuance or supplemental public issuance of the above-mentioned securities in accordance with the Act.
No private-placement securities may be the subject of a public tender offer unless supplemental procedures for public issuance have been carried out.
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| Article 3 | The term "affiliates" as used in Paragraphs 2 and 4 of Article 43-1, Paragraph 1 of Article 43-3, Paragraph 4 of Article 43-5, Subparagraph 4 of Paragraph 1 of Article 174, and Subparagraph 2 of Paragraph 1 of Article 178 of the Act and in these Regulations refers to any of the following:
- For an Offeror that is a natural person, it refers to his or her spouse and minor children.
- For an Offeror that is a company, it refers to an affiliated enterprise as defined in Chapter 6-1 of the Company Act.
Securities held by affiliates mentioned in the preceding paragraph include those held using the names of other persons.
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| Article 4 | The term "Tenderer" in these Regulations means a person who intends to sell securities held in the public company being acquired.
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| Article 5 | "Securities Related Entities" as referred to in these Regulations means the following:
- Stock Exchange or OTC Exchange.
- Securities and Futures Investors Protection Center.
- Other entities designated by the FSC.
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| Article 6 | If the reporting and public announcement by the Offeror do not fall on the same date, the calculation of the period mentioned in Paragraph 1 of Article 43-3 of the Act shall commence from the earlier of the two dates.
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