Japanese version
(Provisional Translation: published May 30, 2025)
December 23, 2024
Securities and Exchange Surveillance Commission

Filing a Criminal Charge Against an FSA Official for Committing Insider Trading

The SESC filed a criminal charge against one suspect with the Tokyo District Public Prosecutors Office for violation of the Financial Instruments and Exchange Act (hereinafter “FIEA”) (insider trading). The facts that are the subject of the criminal charge are as follows.

１．Facts That Are the Subject of the Criminal Charge

• The suspect was engaged in such duties as the examination and disposition of tender offer statements and other documents under the FIEA, as a deputy director of the Corporate Accounting and Disclosure Division of the Policy and Markets Bureau of the Financial Services Agency (hereinafter “FSA”), as ordered by the Commissioner of the FSA.
   

  •  (i)  Around April 17, 2024, in the course of exercising authority in the performance of their duties, the suspect came to know a fact concerning the launch of a tender offer, that the executive decision-making body of Shin-Etsu Chemical Co., Ltd. had decided to conduct a tender offer for the shares of MIMASU SEMICONDUCTOR INDUSTRY CO., LTD. (hereinafter "MIMASU SEMICONDUCTOR"), which were listed on the securities market established by the Tokyo Stock Exchange (hereinafter "TSE"). As a result, the suspect purchased a total of 100 shares of MIMASU SEMICONDUCTOR for a total of approximately 290,000 yen on the TSE under the name of the suspect via a securities firm on April 17, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

    (ii)  By around April 25, 2024 at the latest, in the course of exercising authority in the performance of their duties, the suspect came to know a fact concerning the launch of a tender offer, that the executive decision-making body of Marcian HOLDINGS LLC had decided to conduct a tender offer for the shares of NIHON HOUSING CO.,LTD. (hereinafter "NIHON HOUSING"), which were listed on the securities market established by the TSE. As a result, the suspect purchased a total of 300 shares of NIHON HOUSING for a total of approximately 320,000 yen on the TSE under the name of the suspect via a securities firm on April 30, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

    (iii) By around May 28, 2024 at the latest, in the course of exercising authority in the performance of their duties, the suspect came to know a fact concerning the launch of a tender offer, that the executive decision-making body of RS Technologies Co., Ltd. had decided to conduct a tender offer for the shares of Helios Techno Holding Co., Ltd. (hereinafter "Helios Techno"), which were listed on the securities market established by the TSE. As a result, the suspect purchased a total of 500 shares of Helios Techno for a total of approximately 240,000 yen on the TSE under the name of the suspect via a securities firm on May 28, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

    (iv) By around July 4, 2024 at the latest, in the course of exercising authority in the performance of their duties, the suspect came to know a fact concerning the launch of a tender offer, that the executive decision-making body of SAN HOLDINGS, INC. had decided to conduct a tender offer for the shares of KIZUNA HOLDINGS Corp. (hereinafter "KIZUNA HOLDINGS"), which were listed on the securities market established by the TSE. As a result, the suspect purchased a total of 700 shares of KIZUNA HOLDINGS for a total of approximately 960,000 yen on the TSE under the name of the suspect via a securities firm on July 4, 2024, and July 9, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

    (v) By around July 23, 2024 at the latest, in the course of exercising authority in the performance of their duties, the suspect came to know a fact concerning the launch of a tender offer, that the executive decision-making body of ASN Co., Ltd. had decided to conduct a tender offer for the shares of Apaman Co., Ltd. (hereinafter "Apaman"), which were listed on the securities market established by the TSE. As a result, the suspect purchased a total of 700 shares of Apaman for a total of approximately 350,000 yen on the TSE, etc. under the name of the suspect via a securities firm on July 23, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

    (vi) Around July 23, 2024, in the course of exercising authority in the performance of their duties, the suspect came to know a fact concerning the launch of a tender offer, that the executive decision-making body of OKAMOTO INDUSTRIES, INC. had decided to conduct a tender offer for the shares of Riken Corundum Company Limited (hereinafter "Riken Corundum"), which were listed on the securities market established by the TSE. As a result, the suspect purchased a total of 200 shares of Riken Corundum for a total of approximately 540,000 yen on the TSE under the name of the suspect via a securities firm on July 23, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

    (vii) By around August 14, 2024 at the latest, in the course of exercising authority in the performance of their duties, the suspect came to know a fact concerning the launch of a tender offer, that the executive decision-making body of DB Pyramid Holdings, LLC had decided to conduct a tender offer for the shares of J TOWER Inc. (hereinafter "J TOWER"), which were listed on the securities market established by the TSE. As a result, the suspect purchased a total of 300 shares of J TOWER for a total of approximately 420,000 yen on the TSE under the name of the suspect via a securities firm on August 14, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

    (viii) By around August 14, 2024 at the latest, in the course of exercising authority in the performance of their duties, the suspect came to know a fact concerning the launch of a tender offer, that the executive decision-making body of TOHAN CORPORATION had decided to conduct a tender offer for the shares of JAPAN PUBLICATIONS TRADING CO., LTD. (hereinafter "JAPAN PUBLICATIONS TRADING"), which were listed on the securities market established by the TSE. As a result, the suspect purchased a total of 400 shares of JAPAN PUBLICATIONS TRADING for a total of approximately 1,080,000 yen on the TSE under the name of the suspect via a securities firm on August 14, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

    (ix) By around August 19, 2024 at the latest, in the course of exercising authority in the performance of their duties, the suspect came to know a fact concerning the launch of a tender offer, that the executive decision-making body of First Juken Co., Ltd. had decided to conduct a tender offer for the shares of KHC Ltd. (hereinafter "KHC"), which were listed on the securities market established by the TSE. As a result, the suspect purchased a total of 2,900 shares of KHC for a total of approximately 2,020,000 yen on the TSE, etc. under the name of the suspect via a securities firm from August 20, 2024, to August 22, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

    (x)  By around August 29, 2024 at the latest, in the course of exercising authority in the performance of their duties, the suspect came to know a fact concerning the launch of a tender offer, that the executive decision-making body of the Chiba Bank, Ltd. had decided to conduct a tender offer for the shares of EDGE Technology Inc. (hereinafter "EDGE Technology"), which were listed on the securities market established by the TSE. As a result, the suspect purchased a total of 5,700 shares of EDGE Technology for a total of approximately 3,240,000 yen on the TSE, etc. under the name of the suspect via a securities firm from August 29, 2024, to September 5, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

    ２．Related Articles

    　Financial Instruments and Exchange Act
    　Article 197-2, item (xiii); Article 167, paragraph (1), item (iii)

    Statutory penalty: imprisonment for not more than five years, or a fine of not more than five million yen, or both.