| Title： |
Regulations Governing Information to be Published in Public Tender Offer Prospectuses(2009.12.29) |
| Date： |
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Article 6
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The public tender offer conditions shall include the following items:
1. Period of public tender offer.
2. Maximum and minimum projections for the volume of shares to be purchased through public tender offer.
3. The public tender offer consideration.
4. Whether the current public tender offer involves any matter that requires the approval of the Financial Supervisory Commission or other competent authority or that requires an effective registration, and whether such approval has already been obtained or registration has already become effective.
5. After the public tender offer conditions as filed by the offeror have been satisfied and an announcement to that effect has been made, a tenderer is not allowed to cancel its tender, except under a circumstance set forth in Article 19, paragraph 4 of the Regulations Governing Public Tender Offers for Securities of Public Companies.
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Article 8
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The following risks associated with tendering shall be noted in conspicuous lettering:
1. The risk that the public tender offer could be suspended pursuant to provisions set out in the Act under Article 43-5, paragraph 1, subparagraphs 1 through 3.
2. The risk that the Financial Supervisory Commission or another authority might deny approval, suspend registration, reject filing, or revoke approval.
3. The risk that the competent authority, acting pursuant to the provisions set out in Article 43-5, paragraph 2, of the Act, might order the public tender offeror to re-file and re-publish content of the previously filed and published public tender offer.
4. If shares or corporate bonds to be offered and issued will be paid as tender offer consideration pursuant to the provisions of Article 8, subparagraph 2, of the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company, the risk that such securities cannot be issued on schedule.
5. The risk that a tender may not be withdrawn after the conditions of the tender are met, except under a circumstance set forth in Article 19, paragraph 4 of the Regulations Governing Public Tender Offers for Securities of Public Companies.
6. The risk that the number of shares tendered may not meet the minimum projected purchase volume.
7. The risk that not all shares tendered can be sold.
8. Any other material risk that the public tender offeror knows could affect the share purchasing process.
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Article 11
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Information to be published with regard to other circumstances relating to purchases and sales by the public tender offeror of shares in the subject company:
1. If the public tender offeror has bought or sold securities of the subject company from or to any of the persons listed below during the six months prior to filing of the public tender offer, the prospectus shall indicate the date(s), counterparty(ies), price(s), and volume(s) of the share transaction(s):
(1) Any director, supervisor, or managerial officer of the subject company, or any shareholder owning more than a 10% stake in the subject company.
(2) Any related party as set out in Article 3 of the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company.
2. If the public tender offeror has entered into any agreement or covenant concerning the present public tender offer with any of the persons listed in the preceding subparagraph, the prospectus shall disclose the important content of the agreement or covenant.
3. If the public tender offeror has entered into any agreement or covenant concerning the present public tender offer with any of the specified shareholders of the subject company, the prospectus shall disclose the important content of the agreement or covenant, including matters such as whether it involves allowing participation in investments of the offeror or its related parties.
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