Chapter 8
Unfair Securities Trading Practices and the Acquisition of Securities for Business Take-Overs
 
Division 2
Acquisition of Securities for Business Take - Overs
 
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Section 245.
 
 
In this Division:
"securities" means shares, or certificates representing the rights to purchase shares or other securities which may be converted into shares.
"business" means a
company whose securities are listed in the Securities Exchange or traded in an over-the-counter centre, or a public limited company.
 
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Section 246.
 
 
Where any person acquires or disposes of the securities of any business and thereby increases or decreases the number of securities held by him or other persons in such business to a number which aggregately reaches any multiple of five percent of the total number of securities of such business sold, whether or not the transfer has been registered and regardless of the amount of such increase or decrease, such person shall report to the Office within the next business day each time such an acquisition or disposition has been made, unless the disposition does not result in the change of management or of the nature of business in accordance with the rules and procedures as specified in the notification of the SEC.

The report under the first paragraph shall be in accordance with the rules and procedures as specified by the SEC.
 
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Section 247.
 
 
An offer to purchase or any other act which results in any person acquiring or holding securities in a business up to twenty-five percent or more of the total number of securities sold, shall be deemed to be an acquisition of securities for the purpose of taking over a business, except for acquisition by inheritance.

The acquisition of securities for the purpose of taking over a business under the first paragraph shall comply with the rules, conditions and procedures specified in the notification of the SEC. For this purpose, the SEC may require such person to make a tender offer for the purchase of securities.

In cases where the SEC requires that there shall be a tender offer for the purchase of securities under the second paragraph, such tender offer shall be filed with the Office and shall become effective after the lapse of time specified in the notification of the SEC.
 
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Section 248.
 
 
The person making a tender offer to purchase securities shall announce or notify the offer to purchase securities in accordance with the rules and procedures specified in the notification of the SEC.
 
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Section 249.
 
 
Upon the filing of the tender offer to purchase securities with the Office, the person making the tender offer shall immediately deliver a copy of the tender offer to the business from which he offers to purchase securities.
 
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Section 250.
 
 
Upon the receipt of a tender offer to purchase securities in accordance with Section 249, such business shall prepare an opinion concerning the tender offer in the form specified by the SEC and shall submit such opinion to the Office and shall deliver a copy of such opinion to each shareholder within the time specified in the notification of the SEC.
 
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Section 251.
 
 
No person making a tender offer to purchase securities shall purchase the securities of the business prior to the effectiveness of the tender offer which has been filed with the Office and prior to having complied with Section 248.

From the effective date of the tender offer until the date after the time specified in the tender offer for the purchase of securities, no person making the tender offer shall purchase such securities by any means other than those specified in the tender offer.
 
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Section 252.
 
 
After the expiry of the period specified in the tender offer to purchase securities, if the amount of securities being offered for sale by the securities holders is in excess of the amount of securities specified in the tender offer, the person making the tender offer shall purchase all of such securities, only in the following cases:
(1) such securities are listed securities or traded in an over-the-counter centre and the person making the tender offer has the intention to withdraw such securities from being listed securities in the Securities Exchange or being traded in the over-the-counter centre;
(2) the person making the tender offer has the intention to change the main object of the business;
(3) the person making the tender offer has the intention to become the holder of securities of that business in an amount of not less than seventy-five percent of the total securities sold;
(4) other cases as specified in the notification of the SEC.
The person making the tender offer shall make payment for securities to the seller of securities immediately upon delivery of securities, and in case such securities are listed securities, it shall be deemed to be a purchase and sale in the Securities Exchange.
 
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Section 253.
 
 
In cases where the amount of securities being offered for sale by securities holders at a certain price specified by the person making the tender offer is less than the amount specified in the tender offer and the person making such tender offer wishes to purchase up to the required amount, the person making such tender offer may offer a higher price for the purchase of securities. In such case, the person making the tender offer shall make an additional payment for the difference in price to the holders of securities who have previously made the offer for sale.
 
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Section 254.
 
 
In cases where the person making the tender offer to purchase securities for the purpose of taking over a business intends to withdraw such securities from being listed securities or from being traded in an over-the-counter centre, the person making such tender offer shall clearly state his intention in the tender offer.
 
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Section 255.
 
 
Regardless of whether the take over of a business has succeeded or not, a person who has previously made a tender offer to purchase securities for the purpose of taking over such business shall be able to make another tender offer for the purpose of taking over the business only after a period of one year from the date after the time specified in the previous tender offer for the purchase of securities, unless otherwise permitted by the SEC.
 
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Section 256.
 
 
The person making the tender offer who has already purchased the securities shall report the result of such purchase to the Office within the time specified by the SEC.
The report under the first paragraph shall be in accordance with the rules and procedures as specified in the notification of the SEC.
 
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Section 257.
 
 
The Office shall keep the information concerning a tender offer to purchase securities and make it available for inspection by the public for a period of one year from the effective date of the tender offer.
 
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Section 258.
 
 
Securities of a business held by the following persons or partnerships shall be regarded as securities held by the person referred to in Section 246 and Section 247:
(1) the spouse of such person;
(2) a minor child of such person;
(3) an ordinary partnership in which such person or the person under (1) or (2) is a partner;
(4) a limited partnership in which such person or the person under (1) or (2) is an unlimited liability partner or a limited liability partner who collectively holds contribution in an amount exceeding thirty percent of the total contribution of the limited partnership;
(5) a limited company or a public limited company in which such person or the person under (1) or (2) or the partnership under (3) or (4) collectively holds shares in an amount exceeding thirty percent of the total shares sold of that company; or
(6) a limited company or a public limited companies in which such person or the person under (1) or (2) or the partnership under (3) or (4) or the company under (5) collectively holds shares in an amount exceeding thirty percent of the total shares sold of that company;
(7) a juristic person over which the persons under Section 246 and Section 247 have the power of management as representatives.
 
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Section 259.
 
 
In cases where there is any doubt whether the holding of securities is of the characteristics which may be counted as held by the same person in accordance with Section 258, the Office shall inform such person to give an explanation or proceed to retify such holding of securities. If such person fails to give an explanation or fails to rectify the situation within the time specified by the Office, the holding of such securities shall be deemed to fall within the characteristics specified in Section 258.