Publication of the draft amendments to the „Cabinet Office Order on Disclosure of Corporate Affairs“ and others (in regard to the notification prior to the approval of listing) for public consultation

The FSA has prepared draft amendments to the „Cabinet Office Ordinance on Disclosure of Corporate Information, etc“. The amendments were proposed following an interim summary by the Financial System Council’s „Working Group on Market Regulations“ in June 2022 and the „Working Group on IPO Price Setting Process“ report by the Japan Securities Dealers Association in February 2022, focusing on improving the IPO pricing process.
The issues identified in the report include the need to shorten the listing schedule and increase schedule-setting flexibility. To address these concerns, a pre-approval registration statement, referred to as the „pre-approval registration statement,“ will be required before listing approval. Specific revisions to the pre-approval notification form will include descriptions of various schedule-related details such as application period, payment date, share delivery date, and the underwriter’s information.
Regarding the number of shares, the pre-approval notification form will allow stating „undecided“ for the number of issues and sales. Additionally, price-related items such as estimated issue price, basis for calculation, and total selling price will be omitted from the pre-approval notification form.
Further revisions are planned, including requiring descriptions of the counterparties of public offerings or secondary distributions before listing approval.
The FSA invites public feedback on the proposal. Comments should be submitted in writing, either by mail, fax, or through the e-Gov website, by 17:00 on Monday, 31 July 2023.