Initial Public Offerings 2022 Initial Public Offerings 2022 Contributing editors Joshua Ford Bonnie and Kevin P Kennedy © Law Business Research 2021 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 2022 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 seventh 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 2021. 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 2021 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 a new chapters on New Zealand and Turkey. Seventh edition Lexology Getting The Deal Through titles are published annually in print. 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London June 2021 Reproduced with permission from Law Business Research Ltd This article was first published in July 2021 For further information please contact [email protected] www.lexology.com/gtdt 1 © Law Business Research 2021 Contents Global overview 3 New Zealand 52 Joshua Ford Bonnie, Kevin P Kennedy and Jonathan H Pacheco Michael Pritchard, Chris Harker and Sarah Haste Simpson Thacher & Bartlett LLP Mayne Wetherell Australia 4 Singapore 58 Adam D'Andreti, Lucy Hall and Kevin Zhou Evelyn Wee, Hoon Chi Tern and Jasselyn Seet Gilbert + Tobin Rajah & Tann Singapore LLP Belgium 12 South Africa 64 Arnaud Coibion, Filip Lecoutre, Thierry L’Homme, Gilles Nejman and Ezra Davids, David Yuill, Ryan Wessels and Sibonelo Mdluli Xavier Taton Bowmans Linklaters LLP Sweden 70 Greece 18 Carl-Johan Pousette and Marcus Tipner Catherine M Karatzas, Alexandra Th Kondyli, Nikos Askotiris and Advokatfirman Hammarskiöld Aris Makripodis Karatzas & Partners Law Firm Switzerland 76 Philippe A Weber and Christina Del Vecchio Hong Kong 24 Niederer Kraft Frey Celia Lam and Christopher Wong Simpson Thacher & Bartlett LLP Turkey 87 İltem Dokurlar and Naz Esen Ireland 31 Turunç Lee Murphy and Ryan Duggan Eversheds Sutherland (Ireland) United Kingdom 93 Clare Gaskell, Deborah Harris and Lucy Gillett Japan 40 Simpson Thacher & Bartlett LLP Kohei Koikawa, Masashi Ueda and Takahiro Yokota Nishimura & Asahi United States 101 Joshua Ford Bonnie, Kevin P Kennedy and Jonathan H Pacheco Luxembourg 45 Simpson Thacher & Bartlett LLP François Warken and Laurent Schummer Arendt & Medernach 2 Initial Public Offerings 2022 © Law Business Research 2021 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 4 Which bodies are responsible for rulemaking and enforcing (IPOs) 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 its of the Tokyo Stock Exchange, the JASDAQ market and the Mothers regulations and guidelines related to disclosure requirements under the market. In 2020, 92 issuers were newly listed on the normal market. Financial Instruments and Exchange Act (FIEA) of Japan (Act No. 25 of The second listing market is Tokyo Pro Market, which is operated by the 1948 (the FIEA)). Each stock exchange publishes certain rules and guide- Tokyo Stock Exchange. Only professional investors can invest in such lines including the listing requirements and listing process, in accordance Japanese stock exchanges. In 2020, 10 issuers were newly listed on the with which such stock exchange carries out listing examinations. Tokyo Pro Market. If an issuer violates any of the disclosure requirements under the FIEA, the FSA, the local financial bureaus of the Ministry of Finance of Issuers Japan and the Securities and Exchange Surveillance Commission of 2 Who are the issuers in the IPO market? Do domestic Japan have the authority to enforce the FIEA and the regulations there- companies tend to list at home or overseas? Do overseas under. If the rules of a stock exchange are violated, such stock exchange companies list in your market? has the authority to enforce its rules. Most of the issuers in the Japanese IPO market are joint-stock corpo- Authorisation for listing rations established under the laws of Japan. While large IPOs tend 5 Must issuers seek authorisation for a listing? What to include Rule 144A offerings in the United States and Regulation S information must issuers provide to the listing authority and offerings in other jurisdictions, Japanese domestic companies generally how is it assessed? choose to list at home only, and not overseas. In some cases, Japanese listed companies complete their secondary listing on overseas markets Issuers must be examined by the stock exchanges in order to obtain such as the United States (NYSE and Nasdaq), Hong Kong and Singapore. listing approval. Issuers must provide detailed information, such as an Overseas companies that conduct global IPOs typically choose overview of the corporate group, overview of the business, organisa- a public offering or private placement in Japan and are not listed in tional control system and distribution of shares to the stock exchanges. Japan. At present, only four overseas companies are listed on the Tokyo For example, the Tokyo Stock Exchange and Japan Exchange Regulation Stock Exchange. (to which the Tokyo Stock Exchange entrusts the listing examination) will measure the issuer’s conformity with the listing criteria set out Primary exchanges under the Securities Listing Regulations; furthermore, it will carry out 3 What are the primary exchanges for IPOs? How do they listing examinations particularly focusing on facilitating fair price forma- differ? tion and smooth securities trading and whether the relevant matter at issue is necessary and appropriate in light of the public interest or the In 2020, the majority of newly listed companies were listed on JASDAQ protection of investors. The disclosure document is subject to review by or Mothers, both of which are operated by the Tokyo Stock Exchange as the local finance bureau via preliminary consultation before filing. a market for venture and emerging companies. JASDAQ has two types of market: Standard or Growth. The Standard market is for growing Prospectus companies with a certain business scale and performance and the 6 What information must be made available to prospective Growth market is for companies with unique technologies or business investors and how must it be presented? models and abundant future growth potential. Mothers is for emerging companies that aim towards the First Section in the future. Upon an IPO, a securities registration statement must be filed and The First Section and Second Section of the Main Market of the presented via the Electronic Disclosure for Investors’ NETwork Tokyo Stock Exchange are the central stock markets in Japan, espe- system (EDINET). cially for large and medium-sized companies; the two sections are The contents of a securities registration statement mainly distinguished by certain conditions such as the amount of market comprises a securities information section, in which the offering struc- capitalisation. ture and the offered securities are described, and a corporate information 40 Initial Public Offerings 2022 © Law Business Research 2021 Nishimura & Asahi Japan section (including financial statements and audit reports). The form and Part IV: Special information substance of the securities registration statement are established by Unless the three-year audited financial statements are included in Part the Cabinet