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Article 43-1
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Any person who acquires, either individually or jointly with another person(s), more than 5 percent of the total issued shares of a public company shall report such acquisition to the Competent Authority and make a public announcement. The same applies when there is any change in the specifics reported. Regulations governing the reporting of the number of shares acquired, the purpose and the sources of funds for the acquisition of the shares, changes to the specifics reported, public announcement, period, and any other matters requiring compliance shall be prescribed by the Competent Authority.<br/>Any public tender offer to purchase the securities of a public company bypassing the centralized securities exchange market or the over-the-counter market may be conducted only after the offeror has reported to the Competent Authority, providing proof that it has the ability to perform payment of the tender offer consideration, and publicly announced specific matters, except under the following circumstances:<br/>1. The number of securities proposed for the public tender offer by the offeror plus the total number of securities of the public company already obtained by the offeror and its related parties do not exceed 5 percent of the total number of voting shares issued by the public company.<br/>2. The securities purchased by the offeror through the public tender offer are securities of a company of which the offeror holds more than 50 percent of the issued voting shares.<br/>3. Other circumstances in conformity with the regulations prescribed by the Competent Authority.<br/>Any person who independently or jointly with another person(s) proposes to acquire a certain percentage of the total issued shares of a public company or the beneficiary securities of a real estate investment trust under the Real Estate Securitization Act shall make the acquisition through a public tender offer unless certain conditions are satisfied.<br/>Regulations governing the scope, conditions, period, related parties, and particulars for filing and public announcement in connection with purchases of securities pursuant to paragraph 2, and governing the acquisition of a certain percentage of the total issued shares of a public company under the preceding paragraph and the conditions in connection therewith, shall be prescribed by the Competent Authority.<br/>Any person who will make a public tender offer to purchase the beneficiary securities of a real estate investment trust under the Real Estate Securitization Act may conduct the public tender offer only after filing with the Competent Authority and making a public announcement. Regulations governing the scope, conditions, period, related parties, and particulars for filing and public announcement in connection with purchases of real estate securitization beneficiary securities and governing the acquisition of a certain percentage of the beneficiary securities of a real estate investment trust under paragraph 3 and the conditions in connection therewith shall be prescribed by the Competent Authority.
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