A substantial holder must give the notice to the listed entity and market operator within 2 business days after becoming aware of the information.

Please note that if a takeover bid has been made the deadline is reduced to 9:30am on the next trading day.

The initial substantial holding, that is, when they begin to have a substantial holding. This is done using ASIC Form 603: Notice of initial substantial holder.

Any movement of at least 1% in that substantial holding. This is one using ASIC Form 604: Notice of change of interests of a substantial holder.

Ceasing to have a substantial holding. This is done using ASIC Form 605: Notice of ceasing to be a substantial holder.

This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme.

A copy of this notice must also be given to each relevant securities exchange.

The ACN can be found for the relevant company by searching the ABN Lookup via the following link:

https://www.abr.business.gov.au/

The definition of associate is set out in section 9 of the Corporation Act 2001 which provides that an Associate has the meaning given by sections 10 to 17.

The definition of “relevant interest” can be found in sections 608 and 671B(7) of the Corporations Act 2001.

A person has a relevant interest in securities if they:

• are the holder of the securities; or
• have power to exercise, or control the exercise of, a right to vote attached to the securities; or
• have power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises. If 2 or more people can jointly exercise one of these powers, each of them is taken to have that power.

A person who is the registered holder of shares will have a relevant interest in those shares, unless the person holds the shares as a ‘bare trustee’ for the beneficial holder (ie. the person can only deal with or vote the shares upon the beneficial holder’s instructions). Often a professional custodian or nominee holder will be considered a ‘bare trustee’.

RG 5 provides that the person currently registered as the holder of the securities in which the person in the first column has a relevant interest (e.g. if the voting shares or interests are directly held, the same person will occupy the first and second columns).

If the identity of the present registered holder cannot be determined (e.g. an on-market purchase that has not yet settled or a relevant interest arising from an exchange-traded option), write ‘unknown’.

List the person(s) who are entitled to be registered as holder of the securities that are the subject of the relevant interest.

In many cases, the circumstances giving rise to the relevant interest will involve the holder of that relevant interest having a right to become (if they are not already) registered as the holder of the securities—for example, if the relevant interest arises because shares or interests are:

• held by a custodian on trust; or
• acquired under an agreement that has not yet settled (including an on-market purchase).

In order to manually calculate the conversion ratio, you will need to locate the Bond Terms document.

From this you will have to identify:

• Conversion Price
• Par Value (Principle Amount)
• Conversion Rate

The conversion rate is calculated as follows: Par Value / Conversion Price

In general, the calculation of funds of acquisition is similar to the valuation of inventories. It means that (i) you are calculating the “value” or “acquisition cost” of the shares that remain in your possession at a certain point of time, and (ii) you can take into account the costs of acquisition when you calculate funds of acquisition, but cannot take into account the cost of sale of shares or sales proceeds.

Examples:

You purchased 2,000,000 shares of a company at JPY 100 per share on 1 January 2020, and again purchased 3,000,000 shares of the same company at JPY 150 per share on 2 January 2020. Then, you sold 2,500,000 shares on 3 January 2020.

In this case, it is not clear whether such 2,500,000 shares were purchased on 1 January or 2 January. Therefore, you can choose from (a) the first-in, first-out method (“FIFO”), (b) the average method (“AM”) or (c) any other reasonable method of calculating the acquisition cost of the remaining 2,500,000 shares.

(a) If you choose FIFO, 2,000,000 of 2,500,000 shares will be deemed to be purchased on 1 January and the rest (500,000 shares) will be deemed to be purchased on 2 January. Therefore, the funds of acquisition of the remaining shares should be JPY 375,000,000*.

* (2,000,000 shares x JPY 100) + (3,000,000 shares x JPY 150) = JPY 650,000,000 [funds of acquisition of the initial 5,000,000 shares]
(2,000,000 shares x JPY 100) + (500,000 shares x JPY 150) = JPY 275,000,000 [funds of acquisition of the shares sold]
JPY 650,000,000 – JPY 275,000,000 = JPY 375,000,000 [funds of acquisition of the remaining shares]

(b) If you choose AM, the acquisition cost corresponding to the sold shares is calculated by using the average cost before selling the shares. Therefore, the funds of acquisition of the remaining shares should be JPY 325,000,000**.

** {(2,000,000 shares x JPY 100) + (3,000,000 shares x JPY 150)}/ 5,000,000 shares = JPY 130 [average cost per shares before selling the shares]
JPY 130 x 2,500,000 = JPY 325,000,000 [funds of acquisition of the shares sold]
JPY 650,000,000 – JPY 325,000,000 = JPY 325,000,000 [funds of acquisition of the remaining shares]

To sum up, the funds of acquisition of the shares in possession after each transaction are as follows:

Yes. Japan uses swinging thresholds. Meaning that disclosure is made when there is a >1% movement from the last disclosure. E.g. the first disclosure is made at 6.5%, which means that another disclosure will be made only if your holdings go <5.5% or >7.5%..

Institutional investors must file a Schedule 13G within 45 days after the calendar year in which the investor holds more than 5% as of the year end or within 10 days after the end of the first month in which the person’s beneficial ownership exceeds 10% of the class of equity securities computed as of the end of the month.

No amendment is required if there have been no changes in the information filed on the prior Schedule 13G. Likewise, no amendment is required if the only change in information is the percentage of the securities owned by the stockholder and that change resulted solely from a change in the number of shares outstanding.

A disposition that reduces a reporting person’s beneficial ownership interest below the 5% threshold, but is less than a 1% reduction, is not necessarily a material change that triggers an amendment to Schedule 13D. However, we suggest an amendment in such a circumstance to eliminate the reporting person’s filing obligations if the reporting person does not in the near term again expect to increase its ownership above 5%.

A reporting obligation continues to arise, considering the below responses in the Form25 FAQs:

How long does it take for delisting and deregistration under Section 12(b) to occur once a Form 25 is filed?

In general, once a Form 25 is filed, delisting occurs automatically within 10 days, which is the automatic effective date of the Form 25. However, deregistration under Section 12(b) does not occur for another 80 days, as pursuant to General Instruction 5 to Form 25 and Rule 12d2‐2(d)(2), deregistration occurs 90 days after the filing of the Form 25. If the filer needs to amend the Form 25 before the 10‐day delisting period runs, then deregistration occurs 90 days from the filing of the amended Form 25.