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Japanese version(Provisional Translation: published July 8, 2026)
June 29, 2026
Securities and Exchange Surveillance Commission
Criminal Complaint Filed in Insider Trading Cases Involving Shares of Novarese Co.,Ltd. and APAMAN Co., Ltd.
The Securities and Exchange Surveillance Commission today filed a criminal complaint with the Tokyo District Public Prosecutors Office against two suspects for alleged violations of the Financial Instruments and Exchange Act (insider trading). The alleged facts constituting the offenses are as follows.
1. Facts Constituting the Alleged Offenses
Suspect A was an employee of the General Affairs Department of TKP Corporation (hereinafter “TKP”), and Suspect B is the spouse of Suspect A. Acting in conspiracy with each other:
(1) In or around early May 2024, Suspect A learned, in the course of his/her duties, that the decision-making body of TKP had decided to acquire more than 5% of the voting rights of all shareholders of Novarese Co.,Ltd.(“Novarese”), whose shares were listed on the securities market operated by the Tokyo Stock Exchange. This constituted a fact concerning the implementation of an act equivalent to a tender offer.
Before public disclosure of this information, and without any statutory exemption applying, from early May 2024 through late June 2024, Suspect B, through a securities company and in his/her own name, purchased a total of 176,700 shares of Novarese on the Tokyo Stock Exchange for an aggregate purchase price of approximately 50.82 million yen.
(2) In or around mid-July 2024, in connection with negotiations between TKP and ASN Co., Ltd. regarding the execution of a tender offer agreement, Suspect A learned that the decision-making body of TKP had decided to conduct a tender offer for the shares of APAMAN Co., Ltd. (“APAMAN”), whose shares were listed on the securities market operated by the Tokyo Stock Exchange.
Before public disclosure of this information, and without any statutory exemption applying, from mid-July 2024 through early August 2024, Suspect B, through a securities company and in his/her own name, purchased a total of 190,400 shares of APAMAN on the Tokyo Stock Exchange for an aggregate purchase price of approximately 96.72 million yen.
The above acts were allegedly committed by the two suspects acting in concert
(1) In or around early May 2024, Suspect A learned, in the course of his/her duties, that the decision-making body of TKP had decided to acquire more than 5% of the voting rights of all shareholders of Novarese Co.,Ltd.(“Novarese”), whose shares were listed on the securities market operated by the Tokyo Stock Exchange. This constituted a fact concerning the implementation of an act equivalent to a tender offer.
Before public disclosure of this information, and without any statutory exemption applying, from early May 2024 through late June 2024, Suspect B, through a securities company and in his/her own name, purchased a total of 176,700 shares of Novarese on the Tokyo Stock Exchange for an aggregate purchase price of approximately 50.82 million yen.
(2) In or around mid-July 2024, in connection with negotiations between TKP and ASN Co., Ltd. regarding the execution of a tender offer agreement, Suspect A learned that the decision-making body of TKP had decided to conduct a tender offer for the shares of APAMAN Co., Ltd. (“APAMAN”), whose shares were listed on the securities market operated by the Tokyo Stock Exchange.
Before public disclosure of this information, and without any statutory exemption applying, from mid-July 2024 through early August 2024, Suspect B, through a securities company and in his/her own name, purchased a total of 190,400 shares of APAMAN on the Tokyo Stock Exchange for an aggregate purchase price of approximately 96.72 million yen.
The above acts were allegedly committed by the two suspects acting in concert
2. Relevant Statutory Provisions
Financial Instruments and Exchange Act
(1) Article 197-2, Item 13 (prior to amendment by Act No. 68 of 2022), Article 167 Paragraph 1, Item 1, Article 31 of the Cabinet Order for Enforcement of the Financial Instruments and Exchange Act
(2) Article 197-2, Item 13 (prior to amendment by Act No. 68 of 2022) and Article 167, Paragraph 1, Item 4
Applicable to All Facts
Article 60 of the Penal Code
Statutory Penalty: Imprisonment for up to 5 years, a fine of up to 5 million yen, or both.
