15F-15D 1 k02063e15fv15d.htm 15F-15D 15F-15D
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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 333-150010
 
Mitsui Sumitomo Kaijo Group Holdings Kabushiki Kaisha
(Exact name of Registrant as Specified in its Charter)
Mitsui Sumitomo Insurance Group Holdings, Inc.
(Translation of Registrant’s Name into English)
 
27-2, Shinkawa 2-chome,
Chuo-ku, Tokyo 104-8252, Japan
+81-3-3297-6480
(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) þ
  Rule 12h-6(d) o
(for equity securities)
  (for successor registrants)
 
    
Rule 12h-6(c) o
  Rule 12h-6(i) o
(for debt securities)
  (for prior Form 15 filers)
 
 

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PART I
Item 1. Exchange Act Reporting History
Item 2. Recent United States Market Activity
Item 3. Foreign Listing and Primary Trading Market
Item 4. Comparative Trading Volume Data
Item 5. Alternative Record Holder Information
Item 6. Debt Securities
Item 7. Notice Requirement
Item 8. Prior Form 15 Filers
PART II
Item 9. Rule 12g3-2(b) Exemption
PART III
Item 10. Exhibits
Item 11. Undertakings
SIGNATURE
EX-1.1

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PART I
Item 1. Exchange Act Reporting History
     A. Mitsui Sumitomo Insurance Group holdings, Inc. (“MSIG”) was formed on April 1, 2008, at which time it issued shares of its common stock (“Shares”) to the then shareholders of Mitsui Sumitomo Insurance Co., Ltd. (“MSI”) in exchange for the shares of MSI’s common stock that they held, pursuant to the share exchange plan that was approved by MSI’s shareholders at a shareholders’ meeting held on January 31, 2008. As a result, MSIG became the holding company of MSI. In connection with the offer and sale of Shares to MSI’s U.S. resident shareholders in connection with this transaction in December 2007, a registration statement on Form F-4 was filed and declared effective under the Securities Act of 1933, as amended (the “Securities Act”). Upon its formation, MSIG became subject to the reporting obligations under Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
     B. MSIG has filed or submitted all reports required under Section 15(d) of the Exchange Act and the corresponding Securities and Exchange Commission (the “Commission”) rules for the 12 months preceding the filing of this form. MSIG has filed at least one annual report (on Form 20-F) under Section 13(a) of the Exchange Act as applied to MSIG pursuant to Section 15(d) thereof.
Item 2. Recent United States Market Activity
     MSIG’s securities were last sold in the United States in a registered offering under the Securities Act on January 31, 2008 when MSI’s shareholders approved the share exchange plan with respect to the formation of MSIG as the holding company of MSI at a shareholders’ meeting held on that date, as described in Item 1.
Item 3. Foreign Listing and Primary Trading Market
     A. The foreign exchanges on which MSIG has maintained a listing of its common stock are based in Japan and are the First Section of Tokyo Stock Exchange, Inc. (the “TSE”), the First Section of the Nagoya Stock Exchange, Inc. (the “NSE”) and the First Section of Osaka Securities Exchange Co., Ltd. (the “OSE”). Together, these Japanese exchanges constitute the primary trading market for MSIG’s common stock.
     B. MSIG was initially listed on each of the TSE, the NSE and the OSE on April 1, 2008. MSIG has maintained the listing of its common stock on each of the TSE, the NSE and the OSE for at least the 12 months preceding the filing of this Form 15F.
     C. The percentage of trading in MSIG’s common stock that occurred in Japan on the TSE for the 12-month period from April 1, 2008 to March 31, 2009 (both dates inclusive) was 96.68% of the worldwide trading volume. (See the paragraph immediately following Item 4.C regarding the manner in which the trading volumes were calculated.)

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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 April 1, 2008 and ended on March 31, 2009 (the “Applicable Period”).
     B. The average daily trading volume of the common stock of MSIG in the United States for the Applicable Period was 66,368 shares of common stock. The average daily trading volume of the common stock of MSIG worldwide for the Applicable Period was 2,002,008 shares of common stock.
     C. The average daily trading volume of the common stock of MSIG in the United States for the Applicable Period was 3.32% of the average daily trading volume of the common stock of MSIG worldwide for the Applicable Period.
     MSIG has reflected in the calculation of the trading volume on a worldwide basis for purposes of Item 3.C as well as the average daily trading volume on a worldwide basis of its common stock for purposes of Items 4.B and 4.C (1) daily trading volumes of its common stock on the TSE (but not the NSE or the OSE) and (2) daily trading volumes of its common stock in the United States. MSIG has reflected in the calculation of such daily trading volumes of MSIG’s common stock in the United States (a) daily trading volumes of such common stock in the United States and (b) daily trading volumes of American Depositary Shares representing such common stock in the United States.
     D. Neither MSIG’s common stock nor American Depositary Shares representing such common stock are listed on any national securities exchange or inter-dealer quotation system in the United States.
     E. None of the existing American Depositary Receipt programs in respect of MSIG’s common stock is sponsored by MSIG.
     F. The sources of the trading volume information used for purposes of Items 3.C, 4.B and 4.C are (1) the TSE for TSE trading volume information and (2) Pink Sheets OTC Markets for U.S. trading volume information.
Item 5. Alternative Record Holder Information
     Not applicable.
Item 6. Debt Securities
     Not applicable.
Item 7. Notice Requirement
     MSIG has published a notice of its intent to terminate its duty to file reports required under Section 15(d) of the Exchange Act on April 1, 2009. MSIG used Business Wire to disseminate the notice in the United States. A copy of the notice is attached as Exhibit 1.1. to this Form 15F.
Item 8. Prior Form 15 Filers
     Not applicable.

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PART II
Item 9. Rule 12g3-2(b) Exemption
     MSIG will publish the information required under Rule 12g3-2(b)(1)(iii) on its website: www.msig.com.
PART III
Item 10. Exhibits
     1.1 Press release dated April 1, 2009
Item 11. Undertakings
     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.

 

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SIGNATURE
     Pursuant to the requirements of the Exchange Act, Mitsui Sumitomo Insurance Group Holdings, Inc. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Mitsui Sumitomo Insurance Group Holdings, Inc. 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.
         
  MITSUI SUMITOMO INSURANCE GROUP HOLDINGS, INC.
 		  
Date: April 1, 2009  By:   /s/ Yasuaki Tamai    
  Name:   Yasuaki Tamai   
  Title:   General Manager, Shareholder Relations & Legal Dept.