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

Filing Criminal Charges of Insider Trading Involving an Employee of the Tokyo Stock Exchange, Inc.

The SESC filed criminal charges against two suspects with the Tokyo District Public Prosecutors Office for violation of the Financial Instruments and Exchange Act (hereinafter "FIEA") (insider trading and providing of insider information). The facts that are the subject of the criminal charges are as follows.

１．Facts That Are the Subject of the Criminal Charges

• Suspect A was an employee of Tokyo Stock Exchange, Inc. (hereinafter "TSE"), where he worked in the Corporate Disclosure Office of the Listing Department, and Suspect B is Suspect A's father.
   

  • (i)  Around January 25, 2024 and around January 26, 2024, in the course of their duty, Suspect A came to know a fact concerning the launch of a tender offer, that the executive decision-making body of KDDI CORPORATION (hereinafter "KDDI") had decided to launch a tender offer for the shares of Lawson, Inc. (hereinafter "Lawson") listed on the securities market established by the TSE, which had been known to the employees of the TSE in the course of performing a listing agreement that KDDI had entered into with the TSE. Around from January 29, 2024 to around January 30, 2024, Suspect A provided Suspect B with the fact concerning the launch of the tender offer, for having Suspect B gain profits by having Suspect B purchase the shares of Lawson in advance. Based on this, Suspect B purchased a total of 1,200 shares of Lawson for a total of approximately 10,200,000 yen on the TSE, etc. under the name of Suspect B via a securities firm from January 30, 2024 to February 2, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

  • (ii)  From around January 29, 2024 to around January 30, 2024, Suspect B was provided by Suspect A with the fact concerning the launch of the tender offer mentioned in paragraph (i), which Suspect A came to know in the course of their duty, and purchased a total of 1,200 shares of Lawson for a total of approximately 10,200,000 yen on the TSE, etc. under the name of Suspect B via a securities firm from January 30, 2024 to February 2, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

  • (iii) Around March 25, 2024, in the course of performing a listing agreement that Hulic Co., Ltd. (hereinafter "Hulic") had entered into with the TSE, Suspect A came to know a fact concerning the launch of a tender offer, that the executive decision-making body of Hulic had decided to launch a tender offer for the shares of Riso Kyoiku Co., Ltd. (hereinafter "Riso Kyoiku"), which were listed on the securities market established by the TSE. Around March 28, 2024, Suspect A provided Suspect B with the fact concerning the launch of the tender offer, for having Suspect B gain profits by purchasing the shares of Riso Kyoiku in advance. Based on this, Suspect B purchased a total of 11,000 shares of Riso Kyoiku for a total of approximately 2,440,000 yen on the TSE, etc. under the name of Suspect B via a securities firm on March 29, 2024 and April 1, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

  • (iv) Around March 28, 2024, Suspect B was provided by Suspect A with the fact concerning the launch of the tender offer in paragraph (iii), which Suspect A came to know in the course of performing the listing agreement, and purchased a total of 11,000 shares of Riso Kyoiku for a total of approximately 2,440,000 yen on the TSE, etc. under the name of Suspect B via a securities firm on March 29, 2024 and April 1, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

  • (v)  Around March 29, 2024, in the course of their duty, Suspect A came to know a fact concerning the launch of a tender offer, that the executive decision-making body of NTT DATA, Inc. (hereinafter "NTT DATA") had decided to launch a tender offer for the shares of JASTEC Co., Ltd. (hereinafter "JASTEC") listed on the securities market established by the TSE, which had been known to employees of the TSE in the course of performing a listing agreement that NTT DATA Group Corporation, the parent company of NTT DATA, had entered into with the TSE. Around March 29, 2024, Suspect A provided Suspect B with the fact concerning the launch of the tender offer, for having Suspect B gain profits by having Suspect B purchase the shares of JASTEC in advance. Based on this, Suspect B purchased a total of 3,000 shares of JASTEC for a total of approximately 4,420,000 yen on the TSE, etc. under the name of Suspect B via a securities firm on March 29, 2024 and April 1, 2024, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

  • (vi) Around March 29, 2024, Suspect B was provided by Suspect A with the fact concerning the launch of the tender offer mentioned in paragraph (v), which Suspect A came to know in the course of their duty, and purchased a total of 3,000 shares of JASTEC for a total of approximately 4,420,000 yen on the TSE, etc. under the name of Suspect B via a securities firm on March 29, 2024 and April 1, 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
    　(i), (iii), (v)   : Article 197-2, item(xv); Article 167-2, paragraph(2)
    　(ii), (vi)        : Article 197-2, item(xiii), Article 167, paragraph(3);
                               Article 167, paragraph (1), item (vi)
       (iv)　　　　  ：Article 197-2, item(xiii), Article 167, paragraph(3);
    　　　　　　　　　 Article 167, paragraph (1), item (iv)

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