Hogan Lovell OffshoreBook 2023 230809 OnlinePDF - Flipbook - Page 152
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Japan
supply price in a certified occupancy
plan purely on the basis of deviations in
data as described above.
f) Consortium or SPC
Persons who may participate in public
offerings are any corporation or any consortium of corporations ("Consortium")
that satisfies all of the requirements
listed in the public offering participation
qualifications. After being selected as
the operator (and before certification of
the occupancy plan), the winning Consortium must form an SPC comprising
Consortium members matching pro-rata
voting interests set out in the occupancy
plan to dissolve the entity used during
the public offering. Once done, the
Consortium’s occupancy plan will be
certified as the SPC’s occupancy plan.
When participating as a Consortium,
each member of the Consortium must
satisfy all of the eligibility requirements.
When participating in the public offering through an SPC, each member with
voting rights is subject to the same performance evaluation and must satisfy
all of the eligibility requirements (except
for the requirements in 2(1) of Appendix
4) of the occupancy plan. One of the notable differences of these requirements
is that if bidders participate as a Consortium, all Consortium members must
be domestic corporations. However, if
they set up an SPC and participate in the
SPC’s name, foreign corporations can
be shareholders of the SPC as long as
they only hold voting rights and do not
participate in the public offering in their
name.
g) Contacts with local stakeholders
From the date of publication of the
Guidelines for Occupation for Public
Offering (10 December 2021) to the date
of notification of the Selected Business
Operator, participants are prohibited
from making contact with local stakeholders in a manner that may impede
the fairness, transparency, and competitiveness of the procedures for selecting
a business operator. While some contact
with local stakeholders may be unavoidable, any particular contact that may
be considered prohibited is determined
on a case-by-case basis. Therefore, it is
necessary to carefully consider how any
such specific contact will be made on a
case-by-case basis, including by taking
effective measures such as recording
conversations, having a third party in
attendance, and retaining all relevant
schedules.
The government has newly stipulated
the following requirements with respect
to the Happou Promotion Zone.
• Coordination with the Noshiro Selected Business Operator is prohibited
at the stage of submitting the public
offering occupancy plan. Specifically, contacting the Noshiro Selected
Business Operator is prohibited, as
is inquiring and learning about the
content of their business plans, such
as the public offering occupancy plan
and the requirements of the Selected
Business Operator.
