Notice Regarding Eligibility to List for Secondary Listing of Tosei Shares on Singapore Exchange by Way of Introduction
[Translation]
To whom it may concern
March 22, 2013
Tosei Corporation
Toranomon Tosei Building, 4-2-3 Toranomon, Minato-ku, Tokyo
President and CEO: Seiichiro Yamaguchi
Ticker code: 8923 (Tokyo Stock Exchange, First Section)
Contact: Director and CFO: Noboru Hirano
TEL: +81-3-3435-2864
Notice Regarding Eligibility to List for Secondary Listing of Tosei Shares on
Singapore Exchange by Way of Introduction
Tosei Corporation (the "Company") had announced, pursuant to its Notice Regarding Secondary Listing of Tosei Shares on Singapore Exchange and Issuance of New Shares" dated February 22, 2013 and its Notice Regarding Secondary Listing of Tosei Shares on Singapore Exchange by Way of Introduction and Cancellation of Issuance of New Shares" dated March 13, 2013, that it has been preparing a secondary listing of shares of common stock of the Company on the Singapore Exchange Securities Trading Limited (the SGX-ST" and such secondary listing is referred to as the "Listing") by way of an introduction. Listing by way of an introduction refers to the process for a new listing of a company’s shares on an exchange whereby such company does not issue or otherwise offer any new shares at the time of listing.
The Company has received an eligibility-to-list letter (the "ETL Letter") from the SGX-ST on March 21, 2013 for the listing of shares of common stock of the Company, by way of an introduction, on the SGX-ST Mainboard. The Listing date has been set at March 27, 2013.
In addition, the Company has undertaken to the SGX-ST to conduct fund-raising through an offering of the common stock of the Company in Singapore in the future within a reasonable time of the Listing. Such fund-raising can only be conducted no earlier than three months following the Listing date, in accordance with the listing rules of the SGX-ST, and is expected to be conducted within 15 months from the Listing date, subject to the receipt of regulatory filings and approvals in Japan and Singapore where required, as well as prevailing market conditions. However, no specific matters have been decided on such future fund-raising at this point in time.
For further details on the Listing, please refer to the Q&A which is available on the Company’s internet homepage
End of Document
Note: This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of publicly announcing the listing by way of introduction of the common stock of the Company, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. The securities referred to above are not to be offered or sold within Japan. This press release is not an offer of securities for sale in the United States. The securities referred to above have not been,and will not be registered under the United States Securities Act of 1933, as amended (the"Securities Act"). Securities may not be offered or sold in the United States withoutregistration or an exemption from registration under the Securities Act. If any public offering of securities is made in the United States, it will be by means of a prospectus prepared in English and in accordance with the Securities Act that may be obtained from the Company that will contain detailed information about the Company and its management, as well as financial statements. The securities referred to above will not be offered in the United States. Future information contained in this press release such as estimates,expectations, and forecasts is prepared based on the information available to the Company as of the date of this press release and on certain assumptions and qualifications, and the actual circumstances may be substantially different from such future information contained in this press release due to risks factors such as the competitive environment with other companies,the domestic consumption tax system, conditions of the regions where business relating to the Company’s earnings is conducted, and exchange rate fluctuations.