UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO
FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-228135
Nippon Seitetsu Kabushiki Kaisha
(Exact name of registrant as specified in its charter)
Nippon Steel Corporation
(Translation of registrant’s name into English)
6-1, Marunouchi 2-chome
Chiyoda-ku, Tokyo 100-8071, Japan
Tel: +81 3 6867-4111
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common stock
(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
| Rule 12h-6(a) ☒ | Rule 12h-6(d) ☐ | |||
| (for equity securities) | (for successor registrants) | |||
| Rule 12h-6(c) ☐ | Rule 12h-6(i) ☐ | |||
| (for debt securities) | (for prior Form 15 filers) |
Item 1. Exchange Act Reporting History | ||
Item 4. Comparative Trading Volume Data | ||
Item 6. Debt Securities | ||
Item 7. Notice Requirement | ||
Item 8. Prior Form 15 Filers | ||
Item 9. Rule 12g3-2(b) Exemption | ||
Item 10. Exhibits | ||
Item 11. Undertakings | ||
Item 1. Exchange Act Reporting History
A. NIPPON STEEL CORPORATION (the “Registrant,” formerly named Nippon Steel & Sumitomo Metal Corporation) disposed shares of its common stock held as treasury shares (“Shares”) to the then shareholders of Nisshin Steel Co., Ltd. (“Nisshin Steel”) in exchange for the shares of common stock that they held in Nisshin Steel, pursuant to a share exchange agreement (the “Share Exchange Agreement”). The Share Exchange Agreement was approved by Nisshin Steel’s shareholders at an extraordinary shareholders’ meeting held on December 10, 2018. In connection with the offer and sale of Shares to the U.S. resident shareholders of Nisshin Steel with regard to this transaction, a registration statement on Form F-4 (the “Registration Statement”) was filed with the Securities and Exchange Commission (the “Commission”) by the Registrant on November 2, 2018. The Registrant first incurred the duty to file reports under section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on November 9, 2018, the date that the Registration Statement was declared effective by the Commission.
B. The Registrant has filed or submitted all reports required under Section 13(a) or Section 15(d) of the Exchange Act and the corresponding Commission rules for the 12 months preceding the filing of this Form 15F, including an annual report on Form 20-F filed on July 16, 2019, as amended on July 30, 2019.
Item 2. Recent United States Market Activity
The Registrant’s securities were last sold in the United States in a registered offering under the Securities Act of 1933, as amended, on December 10, 2018, when Nisshin Steel’s shareholders approved the Share Exchange Agreement, as described in Item 1.
Item 3. Foreign Listing and Primary Trading Market
A. The Registrant has maintained a listing of its common stock on the First Section of the Tokyo Stock Exchange (the “TSE”), Tokyo, Japan, and the First Section of the Nagoya Stock Exchange (the “NSE”), Nagoya, Japan, the Fukuoka Stock Exchange (the “FSE”), Fukuoka, Japan and the Sapporo Securities Exchange (the “SSE”), Sapporo, Japan. Together, the TSE, the NSE, the FSE and the SSE constitute the primary trading market for the Registrant’s common stock, as that term is defined in Rule 12h-6 under the Exchange Act.
B. The Registrant’s common stock was initially listed on the TSE, the NSE and the FSE in October 1950 and initially listed on the SSE in January 1952. The Registrant has maintained the listing of its common stock on the TSE, the NSE, the FSE and the SSE for at least the 12 months preceding the filing of this Form 15F.
C. The percentage of trading in the Registrant’s common stock that occurred in Japan on the TSE, the NSE, the FSE and the SSE for the 12-month period from November 1, 2018 to October 31, 2019 (both dates inclusive) was 99.94% of the worldwide trading volume.
Item 4. Comparative Trading Volume Data
A. The 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i) started on November 1, 2018 and ended on October 31, 2019 (both dates inclusive) (the “Applicable Period”).
B. The average daily trading volume (“ADTV”) of the common stock of the Registrant in the United States for the Applicable Period was 2,095 shares. The ADTV of the common stock of the Registrant on a worldwide basis for the Applicable Period was 3,519,764 shares.
C. The ADTV of the common stock of the Registrant in the United States for the Applicable Period was 0.06% of the ADTV of the common stock of Registrant worldwide for the Applicable Period.
D. Neither the Registrant’s common stock nor American Depositary Shares representing such common stock are or have been listed on any national securities exchange or inter-dealer quotation system in the United States.
E. The Registrant has not terminated its sponsored American Depositary Receipt facility regarding its common stock.
F. The sources of the trading volume information used for determining whether the Registrant meets the requirements of Rule 12h-6 are Bloomberg L.P. and Yahoo Japan Corporation.
Item 5. Alternative Record Holder Information
Not applicable.
Not applicable.
A. The Registrant published in the United States a notice of its intent to terminate its reporting obligations under Section 15(d) of the Exchange Act on December 11, 2019.
B. The Registrant used Bloomberg to disseminate the notice in the United States and posted a copy of the notice to its corporate website. A copy of the notice is attached as Exhibit 1.1 to this Form 15F.
Not applicable.
Item 9. Rule 12g3-2(b) Exemption
The Registrant will publish the information required under Rule 12g3-2(b)(1)(iii) on its website: https://www.nipponsteel.com/en/index.html.
1.1 Press release dated December 11, 2019.
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
| (1) | The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i); |
| (2) | Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or |
| (3) | It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6. |
Pursuant to the requirements of the Securities Exchange Act of 1934, NIPPON STEEL CORPORATION has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, NIPPON STEEL CORPORATION certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.
Date: December 11, 2019
| NIPPON STEEL CORPORATION | ||||
| By: | /s/ Kazumasa Shinkai | |||
| Name: | Kazumasa Shinkai | |||
| Title: | Executive Officer, Head of General Administration Division | |||
