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Clifford Chance

Clifford Chance


Recent trends in the sale of foreign securities in Japan [Japanese version]

20 December 2011

In order to sell foreign securities to multiple investors in Japan, it has traditionally been necessary to prepare disclosure materials in Japanese. The time and cost involved in translating such documents can be somewhat of a burden to the issuer. However, in recent amendments to the Financial Instruments and Exchange Act (the FIEA), the sale of securities using English materials has become possible to a certain extent. Further, an additional amendment to the FIEA which was promulgated on 25 May 2011 (expected to become effective on 1 April 2012) aims to expand the scope of the English disclosure system, which will lead to a wider variety of options for foreign issuers.

This article will give a general overview of the following three systems which will allow disclosure and sales materials to be produced in English for the sale of foreign securities.

  • Foreign securities uridashi (implemented upon the amendment to the regulations on secondary distribution of securities (uridashi), and became effective from 1 April 2010)
  • Tokyo Pro-Bond Market (from May 2011)
  • English disclosure system (to become effective on 1 April 2012)

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