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Title Regulations Governing Public Tender Offers for Securities of Public Companies CH
Date 2005.06.22 ( Amended )

Article Content

Article 1
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 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.
Article 3 　The term "affiliates" as used in Paragraph 2 of Article 43-1 and Paragraph 1 of Article 43-3 of the Law and in these Regulations refers to any of the following: 　1. For an Offeror that is a natural person, it refers to his or her spouse and minor children. 　2. For an Offeror that is a juristic person, it refers to an affiliated enterprise as defined in Chapter 6-1of the Company Law. 　Securities held by affiliates mentioned in the preceding paragraph include those held using the names of other persons.
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Article 14
Article 15 The Offeror shall mandate the following institutions to be responsible for the taking Offeree's deposit of securities, the delivery of public tender offer prospectus, and the receipt and payment of the public tender offer funds or securities, etc.: 1. Securities firms. 2. Banks. 3. Other institutions approval by the FSC. When a mandated institution takes deposit of securities from the Offeree, it shall issue to the Offeree a receipt describing the types and number of the securities. When a mandated institution takes deposit of securities from the Offeree by means of book-entry via a securities firm, it shall comply with regulations applying to centralized securities depository enterprises.
Article 16 The Offeror, unless buying back shares according to Article 28-2 of the Act, shall serve the public tender offer prospectus to its mandated institution and Securities Related Entities before the commencement date of the public tender offer period; and shall furthermore deliver the public tender offer prospectus to the Offeree at the Offeree's request or upon the Offeree depositing the securities with the mandated institution referred to in the preceding Article. 　' The mandated institution mentioned in the preceding paragraph shall deliver the public tender offer prospectus on behalf of the Offeror.
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Article 18
Article 19 After the conditions of the public tender offer have been achieved, the Offeror shall make a public announcement and a report, and shall also notify the mandated institution. The standard [for determining] that the conditions of the public tender offer have been achieved as referred to in the preceding paragraph shall be that by the expiration of the tender offer period the minimum number of shares for acquisition in the tender offer as set by the Offeror has been reached. When an Offeree applies to the mandated institution to revoke its offer to sell, it shall do so in writing, except where handled under Article 15, Paragraph 3. However, an Offeree may not revoke its offer to sell after the Offeror has made a public announcement under Paragraph 1, unless otherwise provided by law.
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Article 28
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