Following an amendment by the Cabinet Office Ordinance on Disclosure of Corporate Information on February 14, 2017, an issuer will no longer be required to file an Extraordinary Report on Form 10-2 if all of the pertinent information regarding the securities offerings outside of Japan is included in the Form 7 (or Form 7-2). However, this means that all of the information regarding the securities offering outside Japan must be available prior to the filing deadline of the Form 7 (or Form 7-2) (i.e., at least seven to 17 days prior to the commencement date of the offer in Japan).
By way of background, companies required to file a Registration Statement on Form 7 (or Form 7-2) in connection with the offering of securities to their Japanese employees are "Continuous Disclosure Companies" under Japanese securities law. Once a company is a Continuous Disclosure Company, it must file semi-annual and annual securities reports and is required to file an Extraordinary Report on Form 10-2 to report certain significant corporate events.
A Form 10-2 must be filed to report securities offerings to employees outside of Japan which is made at the same time as a securities offering to residents in Japan that triggers a Form 7 (or Form 7-2). In practice, this means that companies which file a Form 7 (or Form 7-2) for their ESPP offering in Japan will typically need to file a Form 10-2 to report the concurrent offering of the ESPP outside of Japan.
The ability to forego the Form 10-2 filing is available only for companies filing a Form 7 or Form 7-2 and not for companies filing a Form 7-5.