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Initial Public Offerings 2021 Initial Public Offerings 2021 Initial Public Offerings 2021 Initial Public Offerings 2021 Contributing editors Joshua Ford Bonnie and Kevin P Kennedy © Law Business Research 2020 Publisher Tom Barnes [email protected] Subscriptions Claire Bagnall Initial Public [email protected] Senior business development manager Adam Sargent Offerings [email protected] Published by Law Business Research Ltd Meridian House, 34-35 Farringdon Street 2021 London, EC4A 4HL, UK The information provided in this publication Contributing editors is general and may not apply in a specific situation. Legal advice should always Joshua Ford Bonnie and Kevin P Kennedy be sought before taking any legal action based on the information provided. This Simpson Thacher & Bartlett LLP information is not intended to create, nor does receipt of it constitute, a lawyer– client relationship. The publishers and authors accept no responsibility for any acts or omissions contained herein. The Lexology Getting The Deal Through is delighted to publish the sixth edition of Initial Public information provided was verified between Offerings, which is available in print and online at www.lexology.com/gtdt. May and June 2020. Be advised that this is Lexology Getting The Deal Through provides international expert analysis in key areas of a developing area. law, practice and regulation for corporate counsel, cross-border legal practitioners, and company directors and officers. © Law Business Research Ltd 2020 Throughout this edition, and following the unique Lexology Getting The Deal Through format, No photocopying without a CLA licence. the same key questions are answered by leading practitioners in each of the jurisdictions featured. First published 2015 Our coverage this year includes new chapters on Australia, Greece and Singapore. Sixth edition Lexology Getting The Deal Through titles are published annually in print. Please ensure you ISBN 978-1-83862-350-0 are referring to the latest edition or to the online version at www.lexology.com/gtdt. Every effort has been made to cover all matters of concern to readers. However, specific Printed and distributed by legal advice should always be sought from experienced local advisers. Encompass Print Solutions Lexology Getting The Deal Through gratefully acknowledges the efforts of all the contribu- Tel: 0844 2480 112 tors to this volume, who were chosen for their recognised expertise. We also extend special thanks to the contributing editors, Joshua Ford Bonnie and Kevin P Kennedy of Simpson Thacher & Bartlett LLP, for their continued assistance with this volume. London June 2020 Reproduced with permission from Law Business Research Ltd This article was first published in July 2020 For further information please contact [email protected] www.lexology.com/gtdt 1 © Law Business Research 2020 Contents Global overview 3 Japan 43 Joshua Ford Bonnie and Kevin P Kennedy Kohei Koikawa, Masashi Ueda and Takahiro Yokota Simpson Thacher & Bartlett LLP Nishimura & Asahi Australia 4 Luxembourg 47 Adam D'Andreti and Michael Tong François Warken and Laurent Schummer Gilbert + Tobin Arendt & Medernach Belgium 11 Singapore 53 Arnaud Coibion, Filip Lecoutre, Gilles Nejman, Nicolas Lippens, Evelyn Wee, Hoon Chi Tern and Jasselyn Seet Thierry L'Homme and Xavier Taton Rajah & Tann Singapore LLP Linklaters LLP South Africa 59 Greece 17 David Yuill, Ezra Davids and Ryan Wessels Catherine M Karatzas, Alexandra Th Kondyli and Nikolaos Askotiris Bowmans Karatzas & Partners Law Firm Sweden 65 Hong Kong 23 Carl-Johan Pousette and Marcus Tipner Celia Lam and Christopher Wong Advokatfirman Hammarskiöld Simpson Thacher & Bartlett LLP Switzerland 70 Ireland 29 Christina Del Vecchio and Philippe A Weber Lee Murphy and Ryan Duggan Niederer Kraft Frey Eversheds Sutherland (Ireland) United Kingdom 82 Italy 38 Clare Gaskell, Deborah Harris and Lucy Gillett Enrico Giordano and Maria Carmela Falcone Simpson Thacher & Bartlett LLP Chiomenti Studio Legale United States 91 Joshua Ford Bonnie and Kevin P Kennedy Simpson Thacher & Bartlett LLP 2 Initial Public Offerings 2021 © Law Business Research 2020 Japan Kohei Koikawa, Masashi Ueda and Takahiro Yokota Nishimura & Asahi MARKET OVERVIEW REGULATION Size of market Regulators 1 What is the size of the market for initial public offerings (IPOs) 4 Which bodies are responsible for rulemaking and enforcing in your jurisdiction? the rules on IPOs? There are two types of listing market in Japan. The first listing market is The Financial Services Agency of Japan (FSA) and the stock exchanges a normal one and includes the Main Market (First and Second Sections) are responsible for rulemaking. The FSA has the authority to establish of the Tokyo Stock Exchange, the JASDAQ market and the Mothers its regulations and guidelines related to disclosure requirements under market. In 2019, 81 issuers were newly listed on the normal market. the Financial Instruments and Exchange Act (FIEA) of Japan (Act No. The second listing market is Tokyo Pro Market, which is operated by the 25 of 1948 (the FIEA)). Each stock exchange publishes certain rules Tokyo Stock Exchange. Only professional investors can invest in such and guidelines including the listing requirements and listing process, Japanese stock exchanges. In 2019, nine issuers were newly listed on in accordance with which such stock exchange carries out listing the Tokyo Pro Market. examinations. If an issuer violates any of the disclosure requirements under the Issuers FIEA, the FSA, the local financial bureaus of the Ministry of Finance of 2 Who are the issuers in the IPO market? Do domestic Japan and the Securities and Exchange Surveillance Commission of companies tend to list at home or overseas? Do overseas Japan have the authority to enforce the FIEA and the regulations there- companies list in your market? under. If the rules of a stock exchange are violated, such stock exchange has the authority to enforce its rules. Most of the issuers in the Japanese IPO market are joint-stock corpo- rations established under the laws of Japan. While large IPOs tend Authorisation for listing to include Rule 144A offerings in the United States and Regulation S 5 Must issuers seek authorisation for a listing? What offerings in other jurisdictions, Japanese domestic companies generally information must issuers provide to the listing authority and choose to list at home only, and not overseas. In some cases, Japanese how is it assessed? listed companies complete their secondary listing on overseas markets such as the United States (NYSE and Nasdaq), Hong Kong and Singapore. Issuers must be examined by the stock exchanges in order to obtain Overseas companies that conduct global IPOs typically choose listing approval. Issuers must provide detailed information, such as an a public offering or private placement in Japan and are not listed in overview of the corporate group, overview of the business, organisa- Japan. At present, only four overseas companies are listed on the Tokyo tional control system and distribution of shares to the stock exchanges. Stock Exchange. For example, the Tokyo Stock Exchange and Japan Exchange Regulation (to which the Tokyo Stock Exchange entrusts the listing examination) Primary exchanges will measure the issuer’s conformity with the listing criteria set out 3 What are the primary exchanges for IPOs? How do they differ? under the Securities Listing Regulations; furthermore, it will carry out listing examinations particularly focusing on facilitating fair price forma- In 2019, the majority of newly listed companies were listed on JASDAQ tion and smooth securities trading and whether the relevant matter at or Mothers, both of which are operated by the Tokyo Stock Exchange as issue is necessary and appropriate in light of the public interest or the a market for venture and emerging companies. JASDAQ has two types protection of investors. The disclosure document is subject to review by of market: Standard or Growth. The Standard market is for growing the local finance bureau via preliminary consultation before filing. companies with a certain business scale and performance and the Growth market is for companies with unique technologies or business Prospectus models and abundant future growth potential. Mothers is for emerging 6 What information must be made available to prospective companies that aim towards the First Section in the future. investors and how must it be presented? The First Section and Second Section of the Main Market of the Tokyo Stock Exchange are the central stock markets in Japan, especially for Upon an IPO, a securities registration statement must be filed and large and medium-sized companies; the two sections are distinguished presented via the Electronic Disclosure for Investors’ NETwork by certain conditions such as the amount of market capitalisation. system (EDINET). The contents of a securities registration statement mainly comprises a securities information section, in which the offering www.lexology.com/gtdt 43 © Law Business Research 2020 Japan Nishimura & Asahi structure and the offered securities are described, and a corporate infor- Part IV: Special information mation section (including financial statements and audit reports). The Unless the three-year audited financial statements are included in Part form and substance of the securities registration statement are estab- II and Part III, the recent five-year financial statements (including their lished by the Cabinet Office Ordinance on the Disclosure of Corporate
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