BUSINESS OUTLINE

Private placement handling services

Issuer

Private placement handling agent

Investor

The terms "private placement of securities" is an act of an issuer of securities soliciting a "small number of limited investors," which in the case of Type 1 securities is less than 50 investors, and in the case of Type 2 securities is less than 500 investors. The Financial Instruments and Exchange Law defines "private placement" as an offering of securities to a limited number of investors. If the offering exceeds the number of investors listed above, it becomes a "public offering". A limited liability company (Goudou Kaisha) soliciting a small number of investors for equity, a special purpose company (Tokutei Mokuteki Kaisha) allowing a small number of investors to purchase preferred equity or specified bonds, or an overseas infrastructure fund offering equity in Japan are private placements.
The terms "Private placement handling of securities" is a financial instruments business that solicits purchasers of securities on behalf of issuers. Since it is a financial instruments business, it can only be handled by a financial instruments business operator. When a fund issues equity or when an overseas LLP has an investor purchase equity in Japan, a financial instruments firm acts as an intermediary between the issuer and the purchaser.

Seller

Brokerage agent

Buyer

The term "brokerage" refers to the act of an intermediary acting as an intermediary when a buyer purchases securities or equity interests that have already been issued from an owner other than the issuer. Although the seller and the buyer can directly deal with each other as in the case of ordinary stock transactions, in the case of equity issued by a limited liability company (Goudou Kaisha) and preferred equity issued by a special purpose company (Tokutei Mokuteki Kaisha) where the market is small and the market price is not clear, we are able to enhance the security of the transaction by examining the transaction.