Filing a Criminal Charge Against an Employee of a Trust Bank 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 worked for Sumitomo Mitsui Trust Bank, Limited (hereinafter "SMTB") and was engaged in the management of insider information related to listed companies of customers, etc. as a manager in the department for Stock Transfer Agency Business.
 

• (i)  An officer of CASSINA IXC. Ltd.(hereinafter "Cassina"), whose shares were listed on the securities market established by the Tokyo Stock Exchange (hereinafter "TSE"), in the course of their duty came to know as provided by UNIMAT LIFE CORPORATION (hereinafter "UNIMAT LIFE") a fact concerning the launch of a tender offer, that the executive decision-making body of UNIMAT LIFE had decided to conduct a tender offer for the shares of Cassina. An employee of the department for Stock Transfer Agency Business of SMTB received the fact from the officer of Cassina, whereupon the suspect in the course of their duty came to know the fact around late December 2022. As a result, the suspect purchased a total of 9,500 shares of Cassina for a total of approximately 8,800,000 yen on the TSE, etc. under the name of the suspect via a securities firm during the period from late December 2022 to early February 2023, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

• (ii)  An employee of Sunwood Corporation (hereinafter "Sunwood"), whose shares were listed on the securities market established by the TSE, in the course of their duty came to know as provided by Keio Corporation (hereinafter "Keio") a fact concerning the launch of a tender offer, that the executive decision-making body of Keio had decided to conduct a tender offer for the shares of Sunwood. An employee of the department for Stock Transfer Agency Business of SMTB received the fact from the employee of Sunwood, whereupon the suspect in the course of their duty came to know the fact around late October 2023. As a result, the suspect purchased a total of 3,900 shares of Sunwood for a total of approximately 3,100,000 yen on the TSE under the name of the suspect via a securities firm during the period from late October 2023 to early November 2023, before the announcement of the fact concerning the launch of the tender offer, despite no applicable exemption clause under the FIEA.

  (iii) An officer of J TOWER Inc. (hereinafter "J TOWER"), whose shares were listed on the securities market established by the TSE, in the course of their duty came to know as provided by DB Pyramid Holdings, LLC (hereinafter "DB") a fact concerning the launch of a tender offer, that the executive decision-making body of DB had decided to conduct a tender offer for the shares of J TOWER. An employee of the department for Stock Transfer Agency Business of SMTB received the fact from the officer of J TOWER, whereupon the suspect in the course of their duty came to know the fact around late July 2024. As a result, the suspect purchased a total of 12,500 shares of J TOWER for a total of approximately 20,000,000 yen on the TSE, etc. under the name of the suspect via a securities firm during the period from late July 2024 to early August 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 (3); Article 167, paragraph (1), item (v)

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