F-1/A: PicoCELA Inc. Files Deposit Agreement for American Depositary Shares Program

PicoCELA Inc. has entered into a deposit agreement with Citibank, N.A. to establish an American Depositary Shares (ADS) program, facilitating the trading of its shares in the U.S. market.

Summary

• PicoCELA Inc., a Japanese joint-stock corporation, has established a deposit agreement with Citibank, N.A. to facilitate the trading of its shares in the U.S. market through American Depositary Shares (ADS).
• The agreement outlines the terms and conditions for the deposit of PicoCELA's common shares and the issuance of ADSs, which represent ownership interests in the deposited shares.
• The depositary, Citibank, N.A., will act as the record holder of the deposited shares for the benefit of the ADS holders.
• The agreement details the procedures for the issuance, transfer, surrender, and cancellation of ADSs, as well as the distribution of dividends and other rights to ADS holders.
• The agreement also includes provisions for the conversion of foreign currency, voting of deposited securities, and handling of changes affecting deposited securities.
• The agreement specifies the fees and charges associated with the ADS program, which are payable by the Company, ADS holders, and persons depositing or withdrawing shares.
• The agreement also includes provisions related to the Japanese Foreign Exchange and Foreign Trade Act (FEFTA), which may affect the deposit and withdrawal of shares by foreign investors.
• The agreement outlines the responsibilities and liabilities of the depositary, the custodian, and the Company, as well as the indemnification obligations of each party.
• The agreement can be amended or terminated under certain conditions, and it is governed by the laws of the State of New York.

Sentiment

Score: 7

Explanation: The document is a standard legal agreement, but the establishment of an ADS program is a positive step for the company. The document is neutral in tone, but the action is positive for the company.

Positives

• The establishment of an ADS program will allow PicoCELA to access the U.S. capital markets and potentially attract a broader investor base.
• The agreement provides a clear framework for the management and operation of the ADS program.
• The agreement includes provisions for the protection of ADS holders rights and interests.
• The agreement outlines the responsibilities and liabilities of all parties involved, providing a level of transparency and accountability.

Negatives

• The agreement includes provisions related to FEFTA, which may impose additional requirements and potential delays for foreign investors.
• The agreement specifies fees and charges associated with the ADS program, which may reduce the returns for ADS holders.
• The agreement includes limitations on the liability of the depositary, custodian, and Company, which may limit the recourse available to ADS holders in certain situations.

Risks

• The agreement includes provisions related to FEFTA, which may impose additional requirements and potential delays for foreign investors.
• The agreement specifies fees and charges associated with the ADS program, which may reduce the returns for ADS holders.
• The agreement includes limitations on the liability of the depositary, custodian, and Company, which may limit the recourse available to ADS holders in certain situations.
• The agreement states that the Depositary has no contractual obligation to accept shares for deposit from any investor nor to submit any FEFTA Pre-Notification for any investor proposing to deposit shares.
• The agreement states that the Depositary will not accept ADSs by or for a Foreign Investor for cancellation for the purpose of withdrawal of Shares unless and until it receives satisfactory assurances that any required FEFTA Notification has been made and Satisfactory Expiration of the FEFTA Statutory Waiting Period has occurred, in each case in respect of the Shares proposed to be withdrawn and delivered to a Foreign Investor.

Future Outlook

The agreement facilitates the trading of PicoCELA's shares in the U.S. market, potentially increasing its visibility and access to capital.

Management Comments

• The Board of Directors of the Company has duly approved the establishment of an ADR facility upon the terms set forth in this Deposit Agreement, the execution and delivery of this Deposit Agreement on behalf of the Company, and the actions of the Company and the transactions contemplated herein.

Industry Context

This announcement is part of a broader trend of international companies seeking to list their shares on U.S. exchanges to access a larger pool of investors and increase their global visibility.

Comparison to Industry Standards

• The deposit agreement is a standard legal document used by companies seeking to establish an ADS program.
• The terms and conditions of the agreement are generally consistent with industry practices for ADS programs.
• The fees and charges associated with the program are comparable to those charged by other depositary banks.
• The inclusion of FEFTA-related provisions reflects the specific regulatory requirements for Japanese companies listing in the U.S.

Stakeholder Impact

• Shareholders will benefit from the increased liquidity and visibility of the company's shares.
• Employees may benefit from the company's growth and success in the U.S. market.
• Customers and suppliers may not be directly impacted by this agreement.

Next Steps

• The depositary will make arrangements for the acceptance of the ADSs into DTC.
• The Company will work with the depositary to establish procedures for the issuance, transfer, surrender, and cancellation of ADSs.
• The Company will comply with all applicable laws and regulations related to the ADS program.

Key Dates

Keywords

American Depositary Shares, ADS, Deposit Agreement, Citibank, FEFTA, Depositary, Custodian, Share Registrar, Restricted Securities, Beneficial Owner