Nova Checkmated?

October 10, 2007
By Ken Worsley


Any chance that embattled English language school operator Nova would be bought out by someone interested in saving the firm has been lost today. As has been reported in the news, Nova sold 200 equity warrants each to two investment funds based in the British Virgin Islands. Those funds, Rich Peninsula Trading Ltd. and Tower Sky Profits Ltd., are both run by Callumberg LTD.

The deal looks like this: The investment firms paid 175,000 yen each for the 400 warrants. That brings in 70 million yen (about $610,000) for Nova right away. Each warrant grants the investment firm the right to convert it into ordinary stock at 500,000 shares per warrant. The exercise price is set at 35 yen per share.

Each fund has the right to exercise 10 warrants during the last week of each month starting October 24. If the funds were to both exercise their options fully this month, they would exercise 20 warrants for 10,000,000 shares at 35 yen a share. This would infuse Nova with 350 million yen. (Edit: this paragraph’s info was gleaned from Bloomberg, but there seem to be questions on whether only 10 can be exercised each month, or if that is a minimum number provided the share price is above 35 yen. This Yomiuri article tells us that Nova has the right to demand that 10 warrants be issued from each company and that they be exercised given that the share price is about 35 yen - see comments below for more on this.)

EDIT: 10/11 23:00 Nova issued a ‘corrected’ version of the document explaining this deal on October 10, and a second correction on October 11. The corrected version states, “æ–°æ ªäºˆç´„æ¨©è€…ãŒè‡ªã‚‰æ–°æ ªäºˆç´„権ã®è¡Œä½¿ã‚’ã™ã‚‹ã«å½“ãŸã£ã¦ã®åˆ¶é™ã¯ç„¡ã„。” I put it, “The warrant holders are not limited in the exercise of their warrants.” Adamu put it, “There is no limit on exercise of the options by the option holders themselves.” Seems that we’re in agreement here, there is no limit to how many warrants can be issued in a given month, and Nova may be in a position to receive the full value of the exercised warrants (about 6.4 billion yen) anytime after October 24th. This changes the course of possibilities somewhat, but most likely will make the possible set of outcomes no better for the company. I honestly don’t see how this deal could even be legal. More on this will have to come tomorrow…

The downside? Each time this transaction is carried out, current Nova shareholders see their stake in the company diluted. Nova currently has 67,673,600 shares outstanding, of which 24,321,000 are held by Nova Kikaku and 24,003,000 are held by Nova President Nozomu Saruhashi. Together, they hold 48,324,000 shares, or about 71% of the company.

If the two investment funds exercise their 20 warrants fully in October, Nova would issue 10 million new shares. With 77,673,600 shares now outstanding, Nova Kikaku and Saruhashi’s stake in the company would be reduced to 62%. If the same process happens again in November, Nova Kikaku/Saruhashi would be reduced to a 55% stake in the firm. At this rate, the combined Nova Kikau/Saruhashi (and his family members who own shares) would lose majority control of the firm in late January.

In reality, we probably won’t see the warrants exercised to their full extent each month, though Nova may request it if they need the cash. Of course, if the share price is below the 35 yen strike price on the warrants, we won’t seem them be exercised.

What we need to bear in mind is that these two investment funds are not buyout funds in the way we think of private equity firms such as KKR or the Carlyle Group. Their past behavior gives no indication that they intend to come in and run Nova properly, or make relevant management and structural changes. Rather, this is a calculated risk on their part that they will make money from the deal.

Can they? Sure: Given that 20 equity warrants can be exercised for 10,000,000 common shares during the last week of any given month, a single month profit of 15 yen per share (at the full exercise) will bring a return over 100% on the initial investment. That may seem high, and may seem impossible. Perhaps it is. However, even if the warrants are struck when the share price is 41 yen and half of the resulting shares are sold on the market at that price, the investment fund will break even, while retaining 5 million shares.

Each investment fund thus has 20 chances at buying 5 million shares in Nova at a price over 35 yen. Nova traded at 78 yen on September 11, 67 yen on September 12, 56 yen on September 13 and 20, and 47 yen on October 5.

Now, imagine you’re considering buying Nova. Imagine you buy Nova Kikaku/Saruhashi’s stake in the company. This gets you 71% of the company today, but the equity warrants are out there. Your share could be reduced to 18% by the time they sell them off - and, the better the company performs, the higher the share value goes, increasing the likelihood that the warrants will be exercised and your stake in the company diluted.

In other words, Saruhashi clearly sees no future for the company. If he turns things around and the share price recovers, he’s going to get forced out. He needed to make this deal just to get through a few more weeks.

There are two risks from the investment fund’s point of view: 1) Delisting and 2) a permanent share price below 35 yen.

The best analogy I can think of here is taking out a loan to buy a car, and then paying that loan by selling parts off the car. This is very bad news for current Nova employees.

Now, back to the beginning: As we said, selling the warrants brings Nova 70 million yen in cash up front. We don’t know how long it will take Nova to get this cash, but it hardly matters. October 15 is the next payday, and Nova has an upcoming salary obligation of about 1 billion yen to its instructors. They were paid late - by up to two weeks - last month. Nova’s warrant issue represents less than 10% of what it needs to make its salary obligation to instructors - in five days.

At the same time, there are bound to be elements of this deal that are undisclosed and not known to anyone outside the inner circle.

Comments

115 Responses to “Nova Checkmated?”

  1. Adamu on October 10th, 2007 5:19 pm

    The way I read it, the investment cos CAN exercise them all at any time
    but the idea is that they won’t and that NOVA will just request them to each month

    Still, that in no way negates the significance of this. Who wants to
    go near such a foul-smelling deal in the first place. This is another albatross l
    like the massive debt and all the other problems with NOVA, but could be
    even more massive.

    This reminds me more of the Stephen King short story where the surgeon
    gets stuck on a desert island with a shipment of heroin
    and amputates one limb at a time (using the heroin as anesthetic)
    so he wont starve to death.

  2. Ken Worsley on October 10th, 2007 5:27 pm

    Adam,

    I’m getting a maximum of 10 warrants sold by each firm per month, and have to be sold in the last week of the month, but will look at it all again.

    Looks like they’re looking to assume debt and do some sort of swap/flip on interest to creditors. I prefer push-ups.

  3. Ken Worsley on October 10th, 2007 6:03 pm

    Adam, Check out Ginganet’s President and the name of the LDP guy who went to see the mayor of Osaka on their behalf.

  4. WG on October 10th, 2007 8:25 pm

    These firms specialize in bottom feeding. Any firm getting this kind of funding is truly as the end of its rope.

  5. billy shears on October 10th, 2007 10:22 pm

    There’s got to be another angle to this; and given the circumstances and the players involved, one might be tempted to guess it was a pretty underhanded angle.
    Another message has been posted in staff rooms (in Japanese only) purporting to come from Sahashi (a squiggle signature at the bottom) saying words to the effect that there is light at the end of the tunnel and that this deal will come into being on October 25th.
    This was accompanied by a letter in English from the school’s “manager” pleading with instructors not to take time off, but rather rally round the company, while at the same time informing us that salary payment will again be “a little later than usual this month too” ! Was this “plea from the heart” instigated by more senior management, I wonder ?
    Nova teachers…did you get one of these begging letters in your school ?

  6. James on October 11th, 2007 12:22 am

    Ken,

    Reports in the Japanese media seem to be imply that the investment firms can exercise the warrants all at one time if they wish but are committed to exercising at least 10 each every month (if the share price is above 35 Yen of course). It would be good know what these firms can and can’t do because if Nova can get the cash in one “hit” you’d have to think that this would be extremely helpful for them (at least for the short-term).

    Cheers,

    James

  7. Ken Worsley on October 11th, 2007 12:30 am

    James,

    I was going from what I got in the J media this morning…do you have any links describing it that way? It would be good to get the cash up front, but where does that leave the firm in terms of ownership? That would become a huge instant issue, unless this is just a scheme to broker the shares to someone else.

  8. James on October 11th, 2007 1:07 am

    Ken, this is from the Yomiuri - http://osaka.yomiuri.co.jp/eco_news/20071010ke04.htm. I hope I’m reading this article correctly but this seems to imply what I wrote about earlier. Thanks, James

  9. Ken Worsley on October 11th, 2007 1:12 am

    The third paragraph seems to support what you’re saying: 11月ã‹ã‚‰ï¼’ï¼ï¼ï¼˜å¹´ï¼˜æœˆã¾ã§ã®æ¯Žæœˆæœ«ã«ã€ä¸¡ãƒ•ァンドã«å¯¾ã—ã€æ–°æ ªäºˆç´„権å„1ï¼å€‹ï¼ˆè¨ˆï¼‘ï¼ï¼ï¼ä¸‡æ ªï¼‰ã®è¡Œä½¿ã‚’請求ã™ã‚‹ã“ã¨ãŒã§ãã€ä¸¡ãƒ•ァンドã¯è«‹æ±‚ã•れãŸå€‹æ•°ã‚’行使ã™ã‚‹ç¾©å‹™ã‚’è² ã†ã€‚ãŸã ã€æœˆæœ«ã®æ ªä¾¡ãŒè¡Œä½¿ä¾¡æ ¼ã®ï¼“5円を下回ã£ãŸå ´åˆã«ã¯ã€ç¿Œæœˆã«ã¯è¡Œä½¿è«‹æ±‚ã¯ã§ããšã€äºˆå®šé€šã‚Šè³‡é‡‘を調é”ã§ãã‚‹ã‹ã©ã†ã‹ã¯ä¸é€æ˜Žã 。

    I take it as: “From November to August 2008, Nova can request that both funds exercise 10 warrants (worth 10,000,000 shares in total). Both funds bear the responsibility of exercising the requested number of warrants. However, if the share price is lower than 35 yen at the end of a given month, it is not clear how Nova will be able to raise its funds.”

    Thanks, I’ll get the link in the post and make a note to check down here…

  10. James on October 11th, 2007 2:00 am

    Ken, here’s the link for Nova’s actual submission to JASDAQ regarding the warrrants - http://company.nikkei.co.jp/index.cfm?scode=4655. Probably the best place to find out what all of this means. Thanks, James

  11. How I learned to Stop Worrying and Love Nova « The Poetist on October 11th, 2007 2:30 am

    […] Nova’s still in hot water, and it seems close to boiling. According to a post from the Let’s Japan blog Nova’s president, Nozomu Sahashi, “just mortgaged the future of the company for 70 million yen.” And this money is not enough to cover the billions of yen the company needs to pay teachers. Here are two posts that provide more information about the current situation: Nova All Out of Options at Let’s Japan.org Nova Checkmated? at Japan Economy News & Blog […]

  12. John S on October 11th, 2007 3:04 am

    Any particle physicists out there figure out how to stick a fork in an imploding star yet?

  13. Salvador on October 11th, 2007 8:58 am

    “The best analogy I can think of here is taking out a loan to buy a car, and then paying that loan by selling parts off the car.”

    “The surgeon…amputates one limb at a time (using the heroin as anesthetic) so he wont starve to death.”

    Close, but in this case they don’t lose parts of the car or body. It’s more like selling your soul to the Devil: your body stays intact for the time being, but at the end of the day the Devil gets ownership. Until now Nova has been selling real assets (buildings etc.) in order to raise cash to deal with their cashflow problems, now it looks like they won’t have to do that, at least for a few months. It looks like Sahashi has given up his stake to save the company. It may be unlikely but in a few months another company could attempt a takeover which no longer has to include Sahashi, which would be the best thing for the company.

  14. Ken Worsley on October 11th, 2007 11:37 am

    The car and body analogies are better…

    Just kidding - I think all three a partly on, but they’re analogies, not analysis.

  15. Adamu on October 11th, 2007 11:52 am

    Apparently someone else wanted clarification on this issue as well,
    since NOVA submitted a correction to its report, adding the following:
    æ–°æ ªäºˆç´„æ¨©è€…ãŒè‡ªã‚‰æ–°æ ªäºˆç´„権ã®è¡Œä½¿ã‚’ã™ã‚‹ã«å½“ãŸã£ã¦ã®åˆ¶é™ã¯ç„¡ã„。

    “There is no limit on exercise of the options by the option holders themselves.”

    That should clear up any doubt.

    Nakayama Hideki/Yasuhide: Just looking around the net turned up nothing, but I bet they are brothers
    or cousins or something. They along with Yasuhide’s father were\are both non-permanent board members
    of a MOFA-sponsored “Intercultural Communication Foundation” chaired by Sahashi.

    http://www.mofa.go.jp/mofaj/annai/shocho/koeki/ibunka_meibo.html

    Board membership by itself pays a decent salary I am sure, as does a Nakayama sitting at the top of a
    do-nothing Nova subsidiary.

    I wonder if any of the shukanshi have scoured this Ginganet connection. I should check the libratry or something if I ever had time

  16. J Muttart on October 11th, 2007 10:01 pm

    Ken, I thought that Japan had some pretty strict regulations regarding foreign ownership and if it does why the absence of any chatter on this? Also, if there are restrictions but the investors in the BVI were actually Japanese, would the restrictions still stand? Finally, and I don’t know anything about high finance but, why is the only info I can find on the two funds (Rich Peninsula Trading Ltd. and Tower Sky Profits Ltd.) both run by Callumberg LTD found on Japanese language websites? Thanks Ken,

    Joss

  17. Trev on October 11th, 2007 10:35 pm

    I smell some heinous fuckery in all that.

    One question is what the Nova management are hiding- if the books are opened, will they face prosecution for fraud, insider trading, etc? It may be that this deal lets them walk away without all the dirty laundry getting publicly aired. They had a bailout offer a while back from a travel agency, but that foundered on Sarubashi’s refusal to step aside. This deal looks financially worse for Sarubashi, so the obvious question is whether he’s just giving the company away in exchange for confidentiality.

  18. Ken Worsley on October 11th, 2007 11:32 pm

    Muttart & Trev,

    Agreed - Callumberg appears to be the representative of BROAD MEDIA HOLDINGS Ltd., NEW COOPER GROUP Ltd., RICH PENINSULA TRADING Ltd. and TOWER SKY PROFITS Ltd.

    The listed shareholder I’ve seen is a Knapdale Ltd.

    The address I’ve seen listed for both Rich Peninsula and Tower Sky is P.O.BOX 957, OFFSHORE INCORPORATIONS CENTER, ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS.

    The address I’ve seen for Callumberg is PO Box 116, Road Town, Virgin Islands

    Someone on the ground in Kyobashi appears to be handling everything on behalf of these firms, which explains the majority of info being in Japanese. Several of the firms were involved with a similar transaction with Ichiya, and you can see what happened to their share value:

    http://company.nikkei.co.jp/index.cfm?scode=9968

    It was worth 899 yen in 2000, traded at 8 yen today

  19. Ken Worsley on October 12th, 2007 12:00 am

    Link to the correction: http://ir.nikkei.co.jp/irftp/data/tdnr1/home/oracle/80/2007/2a0a001/2a0a0010.pdf

    The line added is on page 11, section 13 part (2)

    æ–°æ ªäºˆç´„æ¨©è€…ãŒè‡ªã‚‰æ–°æ ªäºˆç´„権ã®è¡Œä½¿ã‚’ã™ã‚‹ã«å½“ãŸã£ã¦ã®åˆ¶é™ã¯ç„¡ã„。 - as Adamu quoted above. It indicates that the funds are not limited to how many warrants they may exercise.

    This ‘correction’ again has been been corrected, with another pdf being issued today:
    http://ir.nikkei.co.jp/irftp/data/tdnr1/home/oracle/80/2007/2a0b001/2a0b0010.pdf

  20. James on October 12th, 2007 12:16 am

    How would these two firms benefit from exercising ALL of their warrants come October 24th? My financial knowledge is limited but if this is what they end up doing wouldn’t this send the stock price into oblivion, leaving them out of pocket if they cashed in their shares? Saruhashi has sent a memo to Japanese staff saying that the company has been saved and that Nova will receive a cash injection of 6 billion Yen and change come Oct 25th so he obviously knows?/thinks? that this is precisely what these firms will do. I just don’t understand how either side benefits if the above scenario plays out (Saruhashi out of a company and these two firms losing money). Any thoughts?

  21. James on October 12th, 2007 12:25 am

    Sorry - meant to write that these two firms dumping massive amounts of shares will crash the stock price..

  22. Trev on October 12th, 2007 8:31 am

    I’m not a financial analyst, but the new investors will probably end up with controlling interests in Nova. Presumably they don’t want to run it as a business, so intend to sell once things settle down. Although Nova has serious short-term cash-flow problems, they do have a core of well-trained employees, and a very strong brand, so if they downsize, it should be a viable business again. Many teachers and students will probably walk away and abandon what Nova owes them, so that will reduce Nova’s liabilities and let them downsize on the cheap. Nova used to be extremely profitable, so there doesn’t seem any reason it can’t return to profitability if they can survive the short term crisis and get people’s confidence back. If that happens, then the new investors should be able to sell out at a tidy profit.

  23. George Castanza on October 12th, 2007 10:12 pm

    I am told that Callumberg LTD is owned by a retired Japanese judge and that Nozomu Sahashi, president of NOVA, owns 18% of the two trading firms. Is this true? Is there any way to confirm it?

  24. James on October 12th, 2007 11:43 pm

    Thanks very much Trev - that all makes sense. Ken, what do you think the changes of these firms exercising all of their warrants come Oct. 24th then?

  25. James on October 12th, 2007 11:45 pm

    Sorry - previous post should read “chances” not “Changes”

  26. df on October 13th, 2007 9:39 am

    What Trev said.

  27. Ken Worsley on October 13th, 2007 10:26 am

    Trev:

    I’m not a financial analyst, but the new investors will probably end up with controlling interests in Nova.

    These guys aren’t investors. They’re speculators. They will pump and dump and never be engaged with the management of the firm.

  28. Cervantes on October 13th, 2007 11:44 am

    billy shears said: Nova teachers…did you get one of these begging letters in your school ?

    billy,

    There’s a new message from the president at MMC in Osaka, saying payment will take place on the 19th.

    He knows he can’t say straight foward that payment will take place on the 25th, so, as long as the 19th is Friday, I guess Saruhashi will again claim some kind of technical problems then, in order to delay payment till Monday 22th, only 3 day before the 25th.

    He is a genius!

  29. Ron Vanden on October 13th, 2007 11:50 am

    Ken, what do you think of the current relevance of Graham’s views on Stock-Option Warrants?

    Admittedly these quotes below are a little dated (early 70’s) but, does it grasp the essence of Stock-Option Warrants in this particular case? :

    I’ve just finished re-reading chapter 16 of “The Intelligent Investor” (”Convertible Issues and Warrants”). Here’s what Benjamin Graham says about Stock-Option Warrants (what Saruhashi has issued):

    “Let us mince no words at the outset. We consider the recent development of stock-option warrants as a near fraud, an existing menace, and a potential disaster. They have created huge aggregate dollar “values” out of thin air. They have no excuse for existence except to the extent that they mislead speculators and investors. They should be prohibited by law, or at least strictly limited to a minor part of the total capitalization of a company.”

    Later he says:

    “Why then are these subscription warrants created as part of the original capital structure? Simply because people are inexpert in financial matters. They don’t realize that the common stock is worth less with warrants outstanding than otherwise. Hence the package of stock and warrants usually commands a better price in the market than would the stock alone.”

    And further:

    “Does the company itself derive an advantage from the creation of these warrants, in the sense that they assure it in some way of receiving additional capital when it needs some? Not at all. Ordinarily there is no way in which the company can require the warrant-holders to exercise their rights, and thus provide new capital to the company, prior to the expiration date of the warrants…. Once more we assert that large issues of stock-option warrants serve no purpose, except to fabricate imaginary market values.”

    But he’s not quite finished. In the “Practical Postscript” he says:

    “The crime of the warrants is in “having been born.” Once born they function as other security forms, and offer chances of profit as well as of loss.” [Is this where those Virgin Island investors may or may not make money on NOVA stock movements, and why their move, as part of a diversified investment strategy, makes rational sense? It seems to me that they’re not investing in the company, they’re speculating on stock price movements.]

    And finally:

    “Thus the main objective of our attack on warrants as a financial mechanism is not to condemn their use in connection with moderate-size bond issues, but to argue against the wanton creation of huge “paper-money” monstrosities of this genre.”

    From my vantage point (an instructor at NOVA), the danger to the workers is this: By boosting the stock price, assuming it stays above 35, unwary investors may be drawn in or it may make it easier for Saruhashi (or the new owners/managers) to get future loans, based on a false impression of the company’s financial state. If these capital infusions are small the downside risk is that it just prolongs the agony and delays our Unemployment Insurance cheques and our post-bankruptcy collection of our final paycheque. If we buy what Graham says, a possible 6.4 Billion Yen injection in the future will probably prove to be illusory. NOVA needs billions of Yen NOW, as well as many many billions going forward, not just when it’s convenient to the warrant holders to provide it.

    My guess is that this whole story will prove in the end to be an extremely moot one, and an end coming very soon indeed. We’re not getting paid on the 15th of October 2007. NOVA could very soon be delisted. Everything is unravelling. Have no doubt. I’ll warrant it.

  30. A on October 13th, 2007 7:03 pm

    I’m sorry Ken a journalist friend told me about the Nakayamas being related but I haven’t been able to verify it anywhere yet. I’ll keep looking.

    I just received this email from another contact at the Sankei newspaper:

    [quote]Thanks for your mail.
    I saw the photo of the fax in the site Let7s Japan this afternoon.

    http://www.letsjapan.org/?q=taxonomy/term/27

    There is a little more information i can give you.
    A man called Nishida was arrested yesterday of comitting fraud in stock exchange.
    He is assumed to have been the key person concerning the new stocks of NOVA.
    His arrest may have meant that Sahashi’s plans to get 6,400,000,000 yen from
    the Virgin islands are at an end .

    http://sankei.jp.msn.com/affairs/crime/071013/crm0710130139003-n1.htm

    K[/quote]

    Obviously the implication is that Sahashi’s dodgy dealings may be uncovered before the 25th if the trail stays this hot and the teachers won’t receive any of this infamous ‘cash injection’.

    Nova teachers, your labour is your commodity, use it wisely.

    A

    http://www.memoirs-of-a-gaijin.blogspot.com

  31. Trev on October 13th, 2007 7:29 pm

    “These guys aren’t investors. They’re speculators. They will pump and dump and never be engaged with the management of the firm.”

    Yep, they are in it to make a fast buck and move on.

  32. anonymous on October 13th, 2007 11:28 pm

    Here’s a first hand account - for those who think it’s just rumors (and sorry to be a bit off topic, but I want the eviction side to hit home):

    We work in Saitama and are getting evicted. We have to be out by the end of October. According to the man at Accomodations, our arguments about us having paid the rent and still getting evicted are groundless, in the sense that the money we pay “isn’t earmarked for our landlords”. Instead, “it goes into a big pool of money from which many different things are paid.”

    well, I’ll be god damned!

    If only we’d had it put this way when we’d signed up!

    Of course, they have no problem with putting us in an apartment with higher rent. To this we adamantly reply - “not going to happen” - to be kicked out and forced into a new apartment, and to be charged more after fully understanding that the money we are being charged isn’t going to the landlord anyway.

    Of course, I doubt we’ll get paid at all, even on the 19th (which is the newest bs date) - and so in that sense the rent money isn’t coming out of our pockets but out of our non-existent salaries. What beauty and genius.

    Sincerely,

    soon-to-be-homeless or on a plane back home

  33. Suzanne on October 13th, 2007 11:40 pm

    For the last 3 weeks your information on Nova has been an invaluable insite for me. My son arrived on the 31st July to work at the multi media centre in Osaka. He continues to work because its what he’s always wanted to do and Japan has always been where he wanted to do it. He has had no luck with a similar position elsewhere - he is honest, loyal and hardworking can you help?

  34. Cervantes on October 14th, 2007 9:14 am

    Nova shares value is just 37 yen as we post, only two points over the established limit for the transactions. We have seen it at 25 yen already by August the 31th.

    Therefore, I guess warrants won’t be able to be execised by the 24th anyway, as this value will drop below 35 yen for sure, minding teachers behavior as they find themselves unpaid for so long, the increasing of customer refunds demands, the end of JASDAQ mercifullness and the firm’s July-September quarterly results releasing.

    My bet is a 18 yen value per share by October the 25th… if JASDAQ lets the company run for so long.

    And what is more, even if some undisclosed parragraph in this obscure deal allows the CEO to anyway exercise the warrants at a fixed value of 35 yen per share, the result will be a cash injection that won’t cover company needs by the 25th at all. He better stay at the British Virgin Islands once he gets the money.

  35. Ken Worsley on October 14th, 2007 9:56 am

    Cervantes,
    18 yen? What are your technical indicators for this price?

  36. James on October 14th, 2007 12:34 pm

    What do you make of this Ken? Do you think all of this is in reference to Nova? http://headlines.yahoo.co.jp/hl?a=20071014-00000047-san-soci

  37. A on October 14th, 2007 2:09 pm

    I’m pretty sure Sahashi made the deal with Nishida and his ‘connections’ on the understanding that the option would be exercised, no matter what, on the 24th.

    This is a link to a Japanese news story that implicates Nova in illegal share dealings, with the recently arrested Nishida Haruo. The implication of the final line is that Sahashi is poised to assist crime syndicates in the laundering of their money in a bid to gain capital for himself/Nova. Although Nova is not named in the story, the description is clear enough:

    - an ailing company
    - several scandals this year
    - recently sold massive amounts of new stock via equity warrants to two companies in the British Virgin Islands

    Japanese journalist friends usually only publish a small percentage of their findings to avoid speculation and libel. The rest of their findings are often passed on to bloggers like myself. For the news to have published this information about Nova implies they are fairly certain of the squalid nature of the deal. As a Nova teacher you should be prepared for the eventuality that October 25th’s “cash injection” is both illegal and may be prevented before it reaches your paycheck.

    http://headlines.yahoo.co.jp/hl?a=20071014-00000047-san-soci

    Here’s a rough and ready translation of the above news story:

    Haruo Nishida (57) of Jasdaq listed Old Nanno Construction Co., Ltd (AC Holdings) has been arrested for stock manipulation and is uspected of being involved with another large JASDAQ listed company’s capital increase plan. The company has been planning to increase capital using insider trading tactics by issuing stock options to Nishida’s acquaintances in overseas funds.

    Nishida’s method of speculation involved issuing extra shares in ailing company at a fixed low price. This method is intended to provide funding to help the company reclaim its pst performance record.

    The company in question has, this year, been hit by several scandals and its profits have deteriorated. Its share price at one point falling to just 15% of its 2007 high. The company has announced a massive injection of capital to take place this month in an opaque deal using two foreign funds. Little is known about the makeup of these funds, apart from the fact that they are based in the British Virgin Islands.

    Officials said one of Nishida’s female acquaintaces is a foremost figure in the management of one of these funds, and that Nishida had previously arranged another speculative dealing with her help.

    At the beginning of September Nishida called investors to urge them to concentrate on the urgent issue of substantial capital increase. He reminded them again in late September and a meeting was arranged in England at which point stock trading watchdogs confiscated Nishida’s passport to prevent the meeting taking place.

    Nishida told his clients that his staff would complete the deal in his absence.

    The day before his arrest, Nishida planned to meet the President of the struggling company in Tokyo.

    Nishida’s method involves massive allocation of a the struggling company’s equity warrants to a thrid party as the “ingredients” to allow for stock speculation. This year a variety of such cases have been reprted and each time Nishida has been involved. According to investors within the Nishida Group, these types of new capital investment companies and offshore funds are a way to conceal money that is often laundered on behalf of gangsters, using a method which Nishida is suspected of using.

    If you improve my translation please email (memoirsofagaijin@gmail.com)
    or comment (http://www.memoirs-of-a-gaijin.blogspot.com)

  38. Ken Worsley on October 14th, 2007 4:37 pm

    James & A,

    There could be some serious implications for Nova, but the names don’t match. As far as I know, Nishida is not the representative in Japan for these two funds. I wish I could dig more up, but I’m at the same wall you guys are. We’re not 100% sure that this is referencing Nova, and we won’t unless it comes out in the media.

    If there turns out to be a connection, there will be real trouble. They also probably gave themselves away by being dumb enough to post their insider trading moves on 2ch. That probably can’t be proven, just a guess. But the threads pretty clearly describe what someone is going to do in terms of buying/selling and when.

    I suppose we have to wait just a bit and see how this plays out. I think it looks double plus ungood for Nova at this point.

  39. Golgo on October 14th, 2007 5:57 pm

    Sounds like the article gives a pretty clear description of Nova to me. I wonder why they held off on naming the company? There can’t be that many companies up shit’s creek as bad as Nova is - right???

  40. DM on October 14th, 2007 6:11 pm

    As far as I know, Nishida is not the representative in Japan for these two funds.

    I think the article implies that he’s some sort of middleman between the two.

  41. W. Anthony Malcolm on October 14th, 2007 7:18 pm

    This is by far the best discussion on this issue. Thanks for clearing up all the technical jargon.

    A couple of questions - Can’t Sahashi be taken down just by the mere fact that he has “lied” so many times, and it is in writing? My NOVA contract says that I’m supposed to get paid on a certain date that will be consistent month-in and month-out. For 5 years that date has been the 15th of each month. I’m sure there is precedent that warrants breach of contract on NOVA’s part.

    Next question - I read that some landlords taking NOVA to court over apartment payments. Can the teachers do the same? I read the above exceprt about NOVA holding the money in a pool, but on our payslips it spefically says, “RENT.” Last time I checked that didn’t mean, “money that goes into a holding pool which is used for various other things possibly unrelated to rent.” How can current NOVA teachers living in accomodation be assured that rent is not being paid?

    Finally - what is the possibility that NOVA really exercises all these warrants? Can it really happen? It sounds like it, but if it does then Sahashi loses total control, directly anyway, and who then manages NOVA? Also, if Hashi has a stake in the parent company of these two BVI funds then isn’t there a severe conflict of interest regarding this whole operation? I don’t know Japanese finance law at all so any insight would be helpful.

    This final comment - Ken or whomever has the initiative should firmly document all this as this would make a killer case study for a graduate business class.

    Thanks for all the insights.

    Peace

  42. Trev on October 14th, 2007 8:46 pm

    “A couple of questions - Can’t Sahashi be taken down just by the mere fact that he has “lied†so many times, and it is in writing?”

    My understanding is that being unsuccessful at business isn’t a crime, so you have to prove intent to make it a criminal matter. There are lots of valid civil claims against Nova (rent, salaries, lesson fee refunds), which will almost certainly bankrupt them, but showing criminal intent requires much more evidence, and the company records may end up in the Virgin Islands or just get “lost” in the confusion, which will make investigations difficult. I’ve been to labor negotiations with Nova and they just stonewall everything, so I wouldn’t expect to see anything resolved quickly.

  43. Cervantes on October 14th, 2007 8:56 pm

    Ken,
    Please notice my statement of a 18 yen value per NOVA share by October the 25th is just a bet. IMHO, once you are placing a bet, previous research it’s almost worthless. So, I am sorry to say that my technical indicators for this price are beyond discussion.

    You can place your bet too, as you did about NOVA’s last day.

  44. Ken Worsley on October 14th, 2007 9:42 pm

    Cervantes, I see what you mean. I was just wondering what factors/analysis went into that share price prediction.

    I never actually bet anything on Nova’s last day. It was a prediction based on looking at their financials, the market, the expected impact of the METI sanctions and so on.

  45. James on October 14th, 2007 11:16 pm

    This is the paragraph in the article that points to Nishida as the middleman between Nova and these two funds, rather than the representative for the funds. [関係者ã«ã‚ˆã‚‹ã¨ã€ã“ã®ãƒ•ァンドã¯ã„ãšã‚Œã‚‚英国在ä½ã®è¥¿ç”°å®¹ç–‘者ã®çŸ¥äººå¥³æ€§ãŒå®Ÿè³ªçš„ãªä»£è¡¨è€…ã§ã€è¥¿ç”°å®¹ç–‘者らãŒéŽåŽ»ã«æ‰‹ãŒã‘ãŸåˆ¥éŠ˜æŸ„ã®ä»•手戦ã§ã‚‚ã€æ–°æ ªã®å‰²å½“å…ˆã¨ã—ã¦ç™»å ´ã—ã¦ã„ãŸã€‚] If this article is indeed referring to Nova it’s going to be a very interesting week for Saruhashi..

  46. James on October 14th, 2007 11:42 pm

    I know it doesn’t mean much but from my own research on the net tonight I can’t find any other Japanese company that comes even close to matching the description provided in the news article..

  47. Cervantes on October 15th, 2007 12:15 am

    Based on just recent news (many thanks to “A” for his promt posting) (and translation), on next Saturday the 20th, people at LS staff expect the final “I-found-doors-closed” day at the MMC.

    And maybe closed by the police, I will like to add from myself.

  48. Ken Worsley on October 15th, 2007 12:21 am

    I can’t find any other Japanese company that comes even close to matching the description provided in the news article..

    Me neither. I totally agree that it very, very much seems as though the company referred to in the article is Nova. Golgo, I’m not sure why they don’t name the company now, but my guess is that the information in this article is coming from the NPA Press Club, or possibly the FSA. A reporter at a daily is not likely to publish beyond that information. Nishida was arrested and Nova’s not being accused of anything yet, so it wouldn’t be appropriate to name them, though it seems as though the clues are given.

    We don’t yet know how this could affect the warrant transactions, and hopefully we’ll have more information on that in the next day or two.

    Cervantes - Sorry, what is LS Staff?

  49. Hutch on October 15th, 2007 3:04 am

    No one’s commenting on how strange it is that there were two firms being issued the warrants, which are both controlled by the same company. It seems obvious that this is a plan to manipulate the share price. One exercises warrants, loans the shares to the other and the shorting begins. Whether or not the warrants get exercised, the company is dead. Actually, it has a better chance of surviving if they aren’t exercised.

  50. Adamu on October 15th, 2007 12:31 pm

    My underinformed guess is that they essentially have the power to use the options to wring
    profits by selling after using them, which will then depress the stock price,
    which will in turn allow them to revalue the stock options via the prescribed formula and exercise more to wring out further profits. Maybe they will use the two firms to manipulate the price, but maybe they don’t need to

    If anyone has time to run the numbers in the report, please do (I haven’t checked how exactly the shares are
    to be revalued once the share price dips under 35). I think you’ll see it’s
    pretty juicy

    Barring some major media blowout, wont this deal go through even if Nishida is out of the picture?
    Just because he was involved in what might be insider trading that doesnt mean the trade cant go through without some injunction or delisting or something

  51. mrw on October 15th, 2007 3:33 pm

    Have enjoyed following the thread and appreciate the clarifications provided by others so far.

    I work at the MMC myself. A few random bits and responses.

    LS = Language Support staff. The foreign and Japanese staff who help the teachers do their job, arrange class schedules, deal with student requests.

    A former AT, assistant trainer, told us Nova has an eviction notice for the MMC falling due on the 20th.

    A little less than half the MMC night shift showed for work last night.

    We’re under no pressure to show up for work, in fact LS will freely give anyone upto 5 days off at a time no questions asked at this point.

    Most of us still there have decided to work to the bitter end and collect our 80% from the government somewhere down the road.

    While you read a lot of negative stuff about Nova around the Net, I enjoyed the work and atmosphere on the night shift, had a good group of supervisors and always was dealt with professionally and promptly by those in LS when I had questions or problems.

    It’s too bad the owner is such an idiot, as I think that distant learning via the Net is an interesting and potentially lucrative market. Perhaps another company will step in and fill the void, there are certainly plenty of folks who find it the best way to study.

    mrw

  52. Cervantes on October 15th, 2007 9:09 pm

    mrw, thanks for your clarifications. My sources can’t confirm the MMC eviction notice; we heard it before, but it’s still a rumour to me and I preffer to post about what I know for sure.

    Ken, you’ve already meet the LS, they answered the phone (not your questions) whenever you called the Osaka office.

    Back to the topic, I wonder if JASDAQ will be entitled to delist NOVA just if the company fails again to show up with a proper business improvement report on the 19th; doing so JASDAQ will also avoid any unclear stock movements for the 24th, as expected.

  53. Crash Davis on October 15th, 2007 11:27 pm

    No worries, mates! Nova’s saved:

    http://search.japantimes.co.jp/cgi-bin/nb20070703a2.html

    Hope we get discounts on plane tickets home!

  54. Ron Vanden on October 15th, 2007 11:36 pm

    What’s the likelihood of the government forcing NOVA into bankruptcy? Who knows about bankruptcy law in Japan? What are the usual circumstances? The unusual ones???

  55. Cervantes on October 16th, 2007 2:10 am

    NOVA shares reached yesterday a 33 yen value; 34 yen is the final price for the 15th with the market closed, so, already under the stated limit to complete the trade, and there is still more than a week ahead of, lets say, “free fall”* for the shares value.

    Ron, regarding bankruptcy and according just to the kind of management the CEO uses to show, I so seriously doubt he will ever declare bankruptcy that I decided to leave the company, I did so on September, once I saw my friends working for free several days and guessing I was gonna be the next in line, but also in order to collect my unemployment benefits in 3 months for sure. The law regarding unemployment has changed as per October the 1st and my coworkers still there will face serious problems to get paid if the end of NOVA becomes unclear and Saruhashi stays at large.

    I’ll be glad to share my knowledge and experiences at Hello Work, feel free to mailme to:
    siremiliorivas@hotmail.com

    *Dear Ken, I’m not ashamed to say my technical indicators for this statement are just common sense and intuition.

  56. Ken Worsley on October 16th, 2007 2:26 am

    “Crash Davis”,

    I’m not sure if you’re funny, crazy or drunk…

    Cervantes,

    Dear Ken, I’m not ashamed to say my technical indicators for this statement are just common sense and intuition.

    Common sense has done a lot better for me than Bollinger Bands, but intuition…that one has gotten me into some trouble… ;)

    I have to agree that I see little chance of the share price holding much above the strike price - and this is the key - without some form of manipulation. As DeOrio pointed out before, when a share sinks below that 100 line, strange things happen. It would be possible, perhaps, for the first strike to come in and generate enough liquidity to bid the price up for a second strike (selling back and forth between the funds to make it look like a bounce) - perhaps that’s what they had in mind…who knows. Now, I don’t usually do this, but here’s my wild speculation:

    Nova’s report to JASDAQ on the 19th will be inadequate.
    Good chance that the FSA will step in and stop the warrant sale, provided that the gentleman who was arrested last week is actually the middleman on this deal. I don’t see what other company could have been referred to in that Yahoo news report.
    Some chance that JASDAQ will delist Nova before the 24th - I think there’s a very slim chance before the 19th, something like 5%.
    Some chance that we see Nova’s CEO arrested within the next 30 days.

    That’s what they need: A futures/derivatives market for arrests.

  57. Crash Davis on October 16th, 2007 3:12 am

    “Crash Davisâ€,

    I’m not sure if you’re funny, crazy or drunk…

    All four.

  58. Crease on October 17th, 2007 11:51 am

    This is by far the most informative thread on the net, please keep it going. I value the translations and the useful information, it is helping me a lot to get my head around this thing. Keep posting!

  59. Anon on October 18th, 2007 1:22 am

    Some bits and bobs…

    LS do not answer the phone when you call the Osaka head office number, they only take care of MM. The guys answering the phone when you call Osaka head office are on a different floor…

    At work today, there were more european language/chinese teachers than English ones.

    Could someone explain what exactly would cause JASDAQ to delist Nova?

  60. Nova MMC Employee on October 18th, 2007 1:28 pm

    According to the online stock value of the Nikkei:

    http://smartchart.nikkei.co.jp/smartchart.cfr?scode=4655.9

    On October 16th, 2007, the stock value ended at 33 yen to the share, and as of October 17th, 2007, the stock value settled at 30 yen to the share at the end of the day. I’ve read all of the posts, but I’m a bit of a layman regarding the thin line between law and ethics here. Nova says that they guarantee the buyer in the Virgin Islands a value of 35 yen to the share — so that should mean that if the stock value is below 35 on the 25th, the transfer should be rejected. But, will it be rejected? Is it possible for them to sell them the shares at 35 yen each if the stock value is lower than that, or will this just nullify the transaction? I’ve seen all of these numbers thrown about in the chain of posts, one of them being as low as 25 yen to the share. I’m a bit confused. So, why is it so imperative for Nova stocks to be at least 35 yen to the share by the end of the month? Is it solely because of this huge “cash infusion” deal that we are hearing all of this scandal about?

    It sounds to me like this “cash infusion” is impossible to happen. We are steadily closing into the 19th of the month, and that will determine if anyone other than the truly hardcore Nova lovers will show up to work until we see the money floating in our bank accounts. Nova’s contract states that paychecks will be issued “On or about the 15th of each month”. My friends and I agree that the 19th, while being 4 days late, could still be considered “about the 15th” of the month, hence rendering this as a simple matter of impatient worrying rather than an official breach of contract. Though, the numbers and trends over the past few months don’t lie — Japanese staff still hasn’t been paid for last month. How are they expected to pay all of J-staff for last month, this month, AND the teachers’ salaries as well? It can’t happen, even with their “cash infusion”. If you ask me, it seems like the instructors will get paid for this month before J-staff sees their checks for LAST month, if anyone even gets paid again. I mean, they can deal with losing a bit of the Japanese staff, and it has already happened if you look around the Multi Media Center in Osaka. It feels scarily empty here. The Dev department is gone, staff are dwindling. On Tuesday, there were only 10 people working on the 13th floor at the start of the day (7:30-10AM)(that’s of ALL language teams)! There was apparently only one person on the French team working that morning, as well (when there are usually about 8 or so). Yesterday it felt pretty normal around here, as many people still had frees towards the end of the day. I know I wasn’t alone in the break room during a lesson I had free. However, it doesn’t change the fact that there are no trainers left here. Most green tags have quit already (including one guy who was one of the best trainers ever, and he had been with us for many many years aspiring to someday become a floor supervisor), thanks to the second delay of their paychecks.

    This brings me to the next point of discussion. This could very well be a ploy to counteract the order the Japanese government gave to hire more employees. Sahashi knows that at this point, the company can’t afford to pay all of its teachers. However, he knows that many branches can carry on even without branch staff being present, thanks to Toppatsu’s (a lesson where we teach a student from a branch at the Multi Media Center because there aren’t enough instructors on hand). This, in turn, could allow Sahashi the breathing room he needs, while most of the employees can now gather unemployment benefits, thanks to being delayed their salaries for the second month in a row. Business can function as usual at the Multi Media Center to make up for the loss of instructors at the branches. He’s also closing down a ton of branches everywhere. I heard a rumor yesterday that this huge branch in Umeda (one of the largest parts of the city of Osaka) had closed its doors. All of those people who have had their paychecks delayed twice (which is most of the Nova employees), should take a sigh of relief and get out of the company, since they are eligible for unemployment. Those of us at the MMC are not quite so fortunate, as this is the first time our paychecks have been delayed and we are not eligible for unemployment benefits. Those of us in that situation are forced with a tough decision to make: Do we sift it out, and hope that we get paid? Or, do we go home at the end of the month because we don’t have enough money to survive here without this month’s paycheck for last month’s work? Sahashi wants those people who have had their pay delayed two months in a row to quit and leave the government to worry about paying the dues Nova rightfully owes. This means that he doesn’t have to worry about paying them their salaries, and he can focus on keeping the people currently employed happy enough to keep working.

    One thing is for certain, after this event, Nova will NEVER be the same. Everyone I know is looking for a new job. I, myself, will be heading to Hello Work shortly in hopes to find a more reliable company to work for, since places like Gaijinpot.com, the Kansai Flea Market, and other resources for jobs have not even bothered to respond to my inqueries. My only advice for Nova employees is: Be proactive. It’s true that you deserve money, but just sitting on your butt waiting for unemployment is not the right answer. Do all you can to exhaust all your opportunities. Be creative! Japan is a country of many opportunities for creative minds. Use your skills to find a new job that is reliable. If you qualify for unemployment now, TAKE IT AND GET THE HECK OUT OF NOVA. Few of us here don’t want to see the company go (as I know many great people that are getting destroyed by this whom have been Nova employees for over 10 years!), so let’s hope that we get paid and can continue business as usual until we find new jobs. The government can’t afford to lose such a heavy employer like Nova. It’s too big of a company for the government to just let go without a fight. If the company goes down, most of 5000 foreign employees will be seeking unemployment benefits including all the Japanese staff… Oof, that’s a lot of people to instantly go on unemployment. Let’s hope that things work out for people in the end. Good luck, everyone!

  61. billy shears on October 18th, 2007 3:46 pm

    Good post insightful post, MMC Employee. I’ve got a strong feeling that tomorrow we may get a new deadline for salary payment…October 25th. I know many who think the same. I don’t think that date would qualify as on or around the 15th though. However, I’m sure, even with the new date, enough will carry on working to see business continue. But if the 25th. should a remain a “payless” day that would be the last straw for the majority still sticking it out.
    It could be the 24th will be like the ball dropping on a roulette wheel for Sahashi. That’s the day he wins or loses all.

  62. Ken Worsley on October 18th, 2007 3:48 pm

    MMC Employee,

    You raise many good points, but I need to point something out:

    The government can’t afford to lose such a heavy employer like Nova. It’s too big of a company for the government to just let go without a fight.

    The government can afford to lose Nova. It is not JR, a power company, a mega bank, a major exporter of manufactured goods or a branch of the self defense forces. It provides no essential services. It is a dying, small/midsize firm in the services industry, where jobs are re-absorbed very quickly, especially given that the majority of the workforce (on the Japanese side) is young and has little in the way of skills.

    There were about 2,490,000 unemployed people in Japan in August. I don’t see another 5,000 - most of whom will leave the country - really making the government worry.

    Nova is not a heavy employer, it is by no means a large company, it produces nothing of essential value for the economy, has no bearing on national security, and by repeatedly breaking laws and tarnishing Japan’s image, its management has given the government little reason to be sympathetic to their plight.

    I wish I was wrong, but that’s the way it is.

  63. Ken Worsley on October 18th, 2007 3:59 pm

    But if the 25th. should a remain a “payless†day that would be the last straw for the majority still sticking it out.

    Even if these warrants are exercised on the 24th - the first day they possibly could be - I don’t see how the cash generated from them could hit staff or instructors’ bank accounts on the 25th. It’s simply too soon for the necessary processing to take place.

  64. Garrett on October 18th, 2007 4:03 pm

    One thing is for certain, after this event, Nova will NEVER be the same.

    You can say that again, MMC Employee! Going out of business is a pretty big change.

    As for the unemployment thing, Nova has a bit under 5,000 total foreign employees - keep in mind that most part-timers, those working less than six months, and those who leave the country will not collect unemployment. Add to that foreing employees who find other jobs and never bother to apply, those who get support through other avenues and never apply, those who are ineligible for other reasons and you have a lot fewer than 5,000. As for whether or not the people who collect unemployment are foreigners, I don’t know why the fact that there will be unemployed foreigners keeps coming up as something that’s supposed to worry the Government of Japan. The xenophobia is not that strong. Moreover, foreigners are more likely to leave, possibly less likely to apply for unemployment in the first place (as we can see in the difficulty many Nova instructors are having differentiating between unemployment, unpaid wages, and Hello Work), and foreigners can only sit around on the dole for, at most, as long as their visas are valid. This would seem to me to suggest that unemployed foreigners were no more of a problem than, and possibly less of a problem than unemployed citizens.

    Finally, I’d be careful with terms - Callumberg is not a buyer or an investor, or even really giving a cash infusion. They’re speculators looking for a quick buck, that’s all. In the process, Saruhashi has gutted his already ailing company.

  65. billy shears on October 18th, 2007 4:21 pm

    It just makes you wonder if Sahashi really has any overall strategy here. Why give out the 19th. as a pay day ? Could it possibly be Nova have had an advance on the warrants ? Does he feel enough instructors will still carry on working even if wages are not forthcoming this month ? Does he himself have the slightest idea how all this will pan out ?
    Or, in fact, could Nova now be a headless chicken ?

  66. Huth on October 18th, 2007 4:21 pm

    I’m confused. How does anyone think this deal with the warrants will go through when the guy who brokered it is in prison? What makes anyone think they would get paid with those funds once the owners become themselves?

    The exercise the warrants, which means they now own the company, which means the funds are theirs. Why would they pay them out to staff or teachers? Transfer the funds and assets to the Virgin Islands, THEN declare bankruptcy. There certainly won’t be any money left in the bank accounts in Japan.

  67. trev on October 18th, 2007 4:49 pm

    “Why give out the 19th. as a pay day ?”

    There are stories out there that the rent on the MMC is overdue and eviction will begin on the 20th. Sarubashi may be just trying to put off the collapse as long as he can to buy more time to sort out his affairs. He has apparently gone to ground. He will have personal assets separate from Nova, and it’s inevitible that Nova will collapse, so if he has any brains at all, he’ll be squirreling money away where the receivers can’t find it.

    My guess is that nobody will get paid tomorrow and the doors will be locked if anyone turns up for work on Saturday.

  68. Crease on October 18th, 2007 7:03 pm

    MMC Employee

    “He’s also closing down a ton of branches everywhere.”

    The branches are closing because the rent hasn’t been paid and Nova are being evicted. This is not a strategy on Sahashi’s behalf.

    Those people who are still working are just working off students’ points and thus reducing the debt Nova will owe to the students when it all goes down. So not only are they working for free, they are actually helping Sahashi.

    I don’t think UI is such a big problem, I went to the Labor Office (to claim for unpaid wages) and Hello Work yesterday and they were very helpful. They know the situation and they are prepared for it (the Labor Office had a person specifically to deal with Nova). The woman at Hello Work actually told me to resign asap so I could get a rishokuhyo (separation certificate) in order to get UI quicker. However, a friend who is J-staff quit over 2 weeks ago and still hasn’t got her rishokuhyo. When Osaka Hello Work chased it up they discovered that this department in Nova is no longer answering the phone.

    Nova is effectively out of business. I am personally tired of anxiously waiting for pay, rock-bottom staff morale, and no official news on the situation. Management is no where to be seen. In a normal company wouldn’t there be meetings and phone calls from managers to talk about the situation. My AAM is probably too busy packing her belongings or looking for another job to care.

    Its time to move on.

  69. Nova MMC Employee on October 18th, 2007 8:51 pm

    I went to Hello Work today. They did not advise me to quit; they did quite the contrary. They begged me to keep working even if they don’t pay us. When we told them many people refused to work, they just shook their heads in disappointment. I mean, it’s not very Japanese to skip work if you aren’t paid — perhaps they were unclear about how people handle not being paid in other countries, haha. We filled out some documentation saying specifically that we have not been paid, for which pay period, expected amount of total backpay, etc…, and they apparently faxed that to the Osaka Bureau Labor Standards Department. They asked me a series of questions regarding the company’s stature — How many people are employed at the MMC, how many are English teachers, and how many people are remaining after the failure to pay. I mentioned that many people who can collect unemployment benefits due to two late wage payments have already left the company, and many others are calling in sick every day. Figures were approximately 40% of remaining workers were actually working their shifts as of Tuesday.

    One thing I’d like to point out is that these people at Hello Work Umeda made it clear that we would not receive unemployment benefits without a solid fight. They gave me all of the pro-active lectures that I was expecting despite trying to avoid them by not complaining about Nova, but asking for help with finding a new job initially. I’m going to thumb through this stack of papers they unloaded onto me tonight, looking over the important details regarding exactly *how* to collect unemployment, and exactly *when* we can do it. I’ve had enough of this speculation, and the rumors. It’s time to get some solid facts into the mix. Overall, I thought it was definitely beneficial to go down there, but they did give me the overall lasting impression that they wanted us to leave the country with some of the questions they were asking me. After waiting for about 15 minutes, we were finally joined by a gentleman who had a dramatically important phone call to attend to, and no one else was apparently qualified to thumb us through this information. (We’re up to 5 Hello Work staff sitting at the table, plus myself and my friend)

    “What do you plan to do if Nova doesn’t pay you for this month’s salary?”, he asked.
    I replied, “Well, I plan to do what I’ve been doing the past month — I’ll be looking for a job.”
    Then he repeated, “Yeah, but what do you plan to *do* if Nova doesn’t pay this month’s salary?” A bit befuddled by why he was saying it again, it became clear to me that he wasn’t very enthusiastic about me looking for work. I mentioned that I would go to the Osaka Labor Bureau in Morinomia and work with them to get some sort of financial help with my situation. He made a grimace and moved on to his series of questions. He then went on to ask me what I wanted to do, “Be an English teacher?”, he implied. I said that I actually planned to search fo a translation or editing job before going back to being an English teacher. He immediately asked me if I had any certification, and I told him I was planning on taking the JLPT this coming December. He scoffed, and told me that it would be completely futile for me to get a job until I have a Level 1 certification proof from the JLPT and did his best to discourage me about being able to find a job in Osaka. Even though he may be right, this country does love pieces of paper that say you can do something (I mean, if you can get a certification for achieving enlightenment, that really says something!), he could have been a bit more encouraging to at least trying. At one point he even told us that Tokyo has 4 times the amount of English teaching jobs, so we should move there instead of trying for a job in Osaka. I get the drift, you don’t want me here. Let’s move on to something more beneficial for both of us. Oh yeah, one other funny thing is that as soon as we walked in, we were told to sit down at a table, where momentarily we were questioned by 4 different staff members at once. Two of them were just sitting there, one of them was asking me questions about the company, and the other one was there to translate English (but since I speak Japanese, she just sat there and I enterpreted for my friend). When we left the room, my friend mentioned that he thought they should be coming here to apply for jobs too, because they were just sitting there doing nothing at all. Two hours later, we were finally out of there, and by the end, there was a group of 6 people hovering around us, while only one person was doing any real talking. Quite an interesting experience! It’ll make for a good Japan memory. Don’t take this as a complaint; I just found it very interesting. They were very helpful with providing me with concrete information that isn’t speculation and word of mouth. Ascertainable facts are just the sort of thing I need right now.

    Tomorrow is the decisive day. Let’s hope we get paid. Many of us (including myself) may be forced to leave the country if we don’t get some sort of income this month. Good luck everyone, best of wishes! I’ll report some clear information regarding unemployment and how to go about collecting it after I take a bit of a breather from the circus of events that happened today.

  70. Nova MMC Employee on October 18th, 2007 8:56 pm

    Oops, sorry about the few typos. I wish there was an edit button. Haha…

  71. Crease on October 18th, 2007 9:59 pm

    MMC Employee

    That’s depressing but good info. When I went to Hello Work, the employee initially looked at me like I was joking. Then I pulled out my UI card and it all changed. My girlfriend was there to translate. I’m not very positive about getting UI or a new job but I will try for both before I go home. If everyone shares their experiences and info it will make it easier for everyone. Don’t worry about the typos, there are no grammar police on this blog.

  72. Ken Worsley on October 18th, 2007 10:16 pm

    Don’t worry about the typos, there are no grammar police on this blog.

    Absolutely. It’s a comment thread, not a grammar test. Comments correcting grammar are never approved by the moderator.

  73. Paul Vermeheren on October 19th, 2007 12:30 am

    To the MMC Employee.

    Here is a what I posted on the letsjapan site regarding my experience with the Labor Standards Council and Hello Work. Very different from yours. Although LetsJapan site is mostly filled with people blowing off steam, u may find the occasional piece of useful info. Sorry its kind of lengthy.
    BTW, Excellent work, Ken.

    6 teachers *including myself* and 2 J-staff went to a pre-arranged meeting at the Labor Standards Council. A representative from the LSC and a representative from Harowak (Hello Work) had prepared an information seminar for us. They also provided a translator who spoke english fluently. Obviously not a former nova student.

    First of all everyone filled out an official complaint agst nova (except me and 1 other, as we had done it the day before.

    They then gace a presentation on what happens if we resign, and what happens if nova goes bankrupt.

    If you teach for more than 20 hours per week, and work at least 11 days a month, you are considered to be a full time employee

    Basically, to be eligible to collect UI, you can only resign with sufficient reason. If u resign “at your own initiative without sufficent reason you will not be paid for 3 months” The same if you are “dismissed for serious reasons imputable to yourself”
    Two late salary payments does NOT automitically quualify as “sufficient reason”. Each case has to be examined by the Labor Standards Council.
    In the case of Nova going bankrupt, however, we can claim UI immediately.

    We must provide;
    1. Separation notice (rishokuhuyo)
    2. Inkan
    3. Bank passbook
    4. Alien registration card
    5. 2 photos 30×25mm

    According to them these are the ONLY necessary documents.

    From the date of application, it takes about 6 weeks to receive your payment. There is a formula for calculating how much you will earn. I earn 280k a month. I will receive approx 170k. Ten toppatsus this month has no significant bearing in how much i receive.

    You can work up to 20 hours per week. No cash limit. Very Happy

    Ok. Thats the good news/

    Bad news for u who continue to work in the hope of recovering lost wages in the event of bankrupcy. Ready for this?

    The government does NOT pay lost wages. There is an independent agency called “Japan Labor Health Welfare”. They act on behalf of the government to pay a percentage of lost wages in the event of bankrupcy. This is known as the Wage Loss Companesation System. Sounds good? No. Because according to yesterdays presentation, this applies to “small businesses only”. In the opinion of the Labor Council Staff, “it is very unlikely that NOVA would be categorised as a small business as it is a nationwide company”. When asked what support was given for loss of wages to a nationwide company, they replied “none, sorry”

    However, in the case of bankruptcy, the Japanese court would appoint an administrator. They would liquidate all NOVAs assets, and begin to repay creditors in the following priority;
    1. Govenment taxes
    2. Employment Insurance
    3. Wages.
    The bottom of the list are customers, i.e. students. If u are still going to NOVA and do a demo lesson with full vigour, then shame on you.

    But in the opinion of the LSC staff, it is unlikely that NOVA barely posseses enough assets to cover 1 and 2. and maybe a fraction of 3. However the process would take at least 6 months and more likely nearer a year. The LSC said quite simply “there is VERY little chance you will ever get lost wages in the case of bankruptcy”. If u happen to leave japan, your chances are even slimmer unless you are prepared to come back to japan to collect whatever tiny percentage the liquidator happens to apportion to you.

    This is a brief overview of a three hour information seminar (with ten minute drink break, but they didnt supply drinks)
    The LSC, Harowaku, and the translator were EXTREMELY helpful and friendly. They answered our questions with great patience and detail. If possible you should try to arrange something like that in your local area. The staff said that they would willingly arrange a further seminar for any other teachers in our area, but asked that we give at least one days notice. wonderful. restored my faith in local govt (slightly)

  74. Ken Worsley on October 19th, 2007 12:41 am

    Paul,

    Thank you for posting your information here. I would encourage anyone, regardless of where they work or what situation they are in, to explore these laws and regulations and learn as much as they can. It seems that if Nova is to declare bankruptcy, it will be a type 1 - or full liquidation - process. I don’t see them entering some form of bankruptcy protection, though I must say it is not impossible.

    Personally, I was not aware that Japan Labor Health Welfare only paid out lost wages in the event of a ’small company’ going bankrupt. I need to take a look at their documentation myself. Paul, did they give you any JLHW paperwork at the Hello Work office? Does the fact that Nova was listed on a stock exchange preclude its employees from receiving back pay from the government? Nova is by no means a large firm, so I wonder where JLHW draws their line. I know that they have paid back wages in the even of companies with several hundred employees going bankrupt, and these would be classified as mid-size firms by the Small and Medium Size Enterprises Agency…time to hit the books I guess.

  75. Paul Vermeheren on October 19th, 2007 1:00 am

    Ken,

    Sorry, but I am not well versed enough to answer that. But in the event of our salaries not being paid tomorrow, those kind people have agreed to meet with us again on monday to provide more info and support. If you want to give me a list of precise questions to ask, and you dont mind waiting till monday evening, I will diligently record exactly what they say. Although, to be fair they too may be unable/reluctant to answer.

    Anyway. Its still hot here in Okinawa even at almost 1am. Have to look for my airconditioner under the piles of paperwork/payslips/saruhashi poetry lying around.

  76. Garrett on October 19th, 2007 2:31 am

    Paul,
    I’d think one very important question to ask would be whether or not JLHW has definite guidelines for what constitutes a “large” company.

    I worked for a company with a few hundred employees and branches in a few different areas of Japan. When it went under, we all got 80% of our unpaid wages from JLHW, which took about six months.

  77. nokimo on October 19th, 2007 8:48 am

    8:35 AM and no money in my bank account. That is a solid fact!

  78. Crease on October 19th, 2007 12:57 pm

    Paul,
    Did you resign? I’m just wondering what info you found out about the merits of resigning now versus waiting until bankruptcy.

    My AAM called at 12pm today and told me pay would not be going in today and there was no date scheduled for payment. I was asked my intentions for next week so my schedule could be shut down if I wasn’t coming in. I don’t want to shoot myself in the foot by resigning early…any advice (anyone).

  79. Ken Worsley on October 19th, 2007 1:12 pm

    Nokimo, I doubt that there ever will be any money going into your account. I hope I’m wrong, but I would be very surprised if it happens.

  80. billy shears on October 19th, 2007 2:55 pm

    It’s kind of hard to believe the shares are still trading at around 30 yen. Does the travel agency side of the business make any money ? I suppose that even if every school closes down, Sahashi doesn’t have to declare bankruptcy until debtors force him into that situation.

  81. nokimo on October 19th, 2007 3:57 pm

    I went to my local 監ç£ç½² (kantokusho) where they took all of my information. They wanted a copy of my contract, passport and my last pay slip. The man I talked to was very kind and asked questions about last month’s pay and what was said about this month’s pay. He had an A4 binder full of faxes about Nova and seemed to be up on the situation.

    He was very eager to get my information and forward it to Osaka ASAP. It seems they are meeting today to decide what exactly to do. He was saying they wanted to ‘move against Nova’ quickly.

    I would suggest that everyone go to their local office and give them your work history even if you’ve only been here a month. They gave me the impression they might be able to help everyone.

    Now, my question is, why is anyone still going to work?

  82. Paul Vermehren on October 19th, 2007 10:27 pm

    Crease,

    I am in the fortunate position that my contract expires on wednesday. Nova refuses to renew it even after 2 requests (my request letter was craftily worded to ensure this wouldnt happen). Hello Work said I will be entitled to claim UI without the three month wait.
    To be honest, I would just wait until Monday or Tuesday. I think u will be in a better position to make a decision on whether or not to resign or not. If you resign now, there is a possibility you will have to wait three months before u can claim. In the case of bankruptcy, you will be able to receive UI sooner.
    Look, my school suddenly closed today. Its the biggest in Okinawa. I got a call at 1.30pm (when I was sunning myself at the beach) from a j-staff telling me the school would be permanently closed from 3pm today. 90 minutes to get home, change from swimmers to jeans and get to the branch to collect my things. Students received no warning. I just heard that ALL schools in kyushyu are closing down tomorrow. I cant give any concrete evidence to support that though.
    I would advise EVERYONE who has questions about their UI eligibility to do what we did in Okinawa. Thats the best way to get info in my opinion.
    Good luck. Solidarity.

  83. Crease on October 20th, 2007 2:23 am

    Well it’s done, I resigned today. I don’t really think I have to make a case against Nova right now. I don’t think I am (or any Nova staff for that matter) to blame for Nova’s collapse. If I can’t claim UI because I quit and have to wait 3 months I don’t care. Nova has screwed us, they are insolvent, even if Sahashi won’t admit it. I don’t want to deal with the stress and waiting and hoping that I will get paid. I’m free and I’m very happy regardless of the outcome. No more Nova. At least I can say I didn’t compromise my integrity.

  84. Ken Worsley on October 20th, 2007 2:52 am

    I don’t think I am (or any Nova staff for that matter) to blame for Nova’s collapse.

    Of course not. I think the METI sanctions make that very clear. The blame was in a business model that was outdated in the late 90s, along with a management that could not react to market realities. When that business model became effectively illegal, ABC, NCB, Lado, Bilingual, Toza and a host of others went under. Nova, being the largest flaunter of the law, was only begging to meet its fate. Its position as market leader allowed it to hold out for some time, but in the end, what we see is a firm engaged in the services industry that depends on having a business model that is hostile to customers. This will no longer cut it in an age where information can be shared and the Japanese/non-Japanese elements of the business are able to interact and share notes.

    The fact that Nova management could not react to market realities and develop products and services that reflect the actual desires of customers shows their incompetence as businesspeople. They had ten years to adjust, and yet did not. The future needs something better, something beyond the leftover crap firms such as Gaba.

    By the way, congratulations. I hope you will be able to take the lessons of Nova and see what happens when upper level management is burdened with predestined failure.

  85. Paul Vermeheren on October 20th, 2007 3:16 am

    Crease,
    although far from being an expert, and after the apparent, yet still to be confirmed, collapse of NOVA in Area 11 (Kyushu/Okinawa), which I suspect will domino tomorrow, there is a strong possibility that the unpaid salaries today will now constitutes a “sufficient reason” for resignation as set down by the Hello Work People. Too many clauses in that sentence. You therefore should be able to make a valid non-penalty claim for UI. If thats what you want to do.

    Anyway. On a brighter note, the staff and teachers of the closed Okinawan branches are having a beach party tomorrow at 1pm. First time in 6 years that I have been able to socialise with my coworkers enmasse while the sun is in the sky. You are most welcome.

    Another major rumor that has a lot of grounding is that almost all foreign personnel - ie at HQ - staff in osaka walked out tonight and will not be working tomorrow. Cant confirm, but will be able to do so at 8am tomorrow. If thats true, then the company has indeed folded as a school. But not necessarily as a business…

    Ken, you are invited too (to the beach party). We can provide the drinks, but not the travel expenses. We are having some cash flow difficulties.

    Nite nite.

  86. Ron Vanden on October 20th, 2007 2:27 pm

    Thanks Ken for running this thread. It’s very important and helpful.

    Regarding NOVA and the ins and outs of Japanese bankruptcy laws AND regulations:

    I’d like to do this:

    “I would encourage anyone, regardless of where they work or what situation they are in, to explore these laws and regulations and learn as much as they can.”

    but… my Japanese is next-to-nil. So…has anyone (what do the “books” say Ken?) figured out 1) “…whether or not JLHW has definite guidelines for what constitutes a “large†company.”, and 2) IF they do indeed have guidelines, where they “draw their line” on it?

    It seems that this is quite important to know in a practical, immediate sense—for teachers like me who are still going into work; not because they love the company or are naive, gullible, or stupid etc., but because they’ve made, or are trying to make, a cold hard detached calculation using the cards they hold, and to do so based on an understanding of all the facts. The probability of bankruptcy and the linked (not just related) issues of Unemployment and Bankruptcy regulations is a key factor in the decision I, and others like me make every day to go in to work or not.

    The mindset of Saruhashi, as revealed by a reading between the lines of his latest fax (http://www.letsjapan.org/?q=sahashi-new-delusional-fax.html), is that he has no intention of declaring bankruptcy. If we accept that as a working premise, two questions: 1) Can the Government of Japan force the issue? and 2) if not, what line should be taken on going into work with a view to maximizing the benefits of U.I. (Unemployment Insurance) while minimizing the risk of working for free?

  87. nokimo on October 20th, 2007 3:49 pm

    I just made a series of calls to random Nova branches around Japan this afternoon. At some branches there was no answer; at others I got a recorded message to call another branch. But I did talk to a few staff members and a few were willing to engage in friendly conversation. To those willing to talk I asked the simple question, “Will your branch be open tomorrow?” Invariably they said they probably would not be open due to toppatsuing teachers!

    Conclusions? Nova is crashing and foreign teachers are getting the blame!

  88. Ken Worsley on October 20th, 2007 3:53 pm

    Nova is crashing and foreign teachers are getting the blame!

    I don’t think anyone is going to buy that line. The METI sanctions make it pretty clear that illegal business practices are to blame. The public isn’t going to blame the teachers when all is said and done, and don’t listen to anyone who tells you otherwise, they are obviously misinformed on how things go in Japan.

  89. Ken Worsley on October 20th, 2007 4:22 pm

    Ron,

    The Cabinet office has translations of any national-level law that would be relevant: http://www.cas.go.jp/jp/seisaku/hourei/data2.html

    The University of Nagoya has an extensive collection of other materials translated to English, as does the law library at the University of Washington (http://lib.law.washington.edu/eald/jlr/jlrwebresources.htm) - they have lots of links to other sites as well.

    There are a lot of other services out there as well; those are the ones I find useful. Joe Jones, if you’re out there, let us know what you think…

  90. Ron Vanden on October 20th, 2007 11:09 pm

    Thanks Ken,

    I got this from the “Companies Act (Part I ~ Part IV)” on Large Companies. I couldn’t find anything in it on what Paul referred to as: “small businesses…”
    It doesn’t say anything about employee numbers or geographical footprint. Would this be relevant to bankruptcy wage compensation cases? :

    [”Large Company” means any Stock Company which satisfies any of the

    following requirements:

    a) that the amount of the stated capital in the balance sheet as of the end of its Most Recent Business Year, hereinafter in this a) and b) below referring to the balance sheet reported to the annual shareholders’ meeting under the provision of Article 439 in cases provided for in the first sentence of such Article, and referring to the balance sheet under Article 435-1 in cases where the first annual shareholders’ meeting after the incorporation of the Stock Company has not yet been held, is 500,000,000 yen or more; or

    b) that the total sum of the amounts in the liabilities section of the balance sheet as of the end of its Most Recent Business Year is 20,000,000,000 yen or more.]

    There sure are some strange agencies around. If there’s a “Small and Medium Size Enterprises Agency…” in existence, why not a ‘Large Size Enterprise Agency’?
    Is there a way to contact this Small & Medium Sized one though? If there is, and if someone there speaks English I’ll give them a call. Got a phone number?

  91. Global Voices Online » Japan: NOVA on the brink of collapse on October 21st, 2007 11:31 am

    […] Living day-to-day on a dwindling reserve of funds, teachers are meanwhile being steadily evicted from their housing as NOVA, with little assets and massive liabilities from terminated student contracts, has been unable to pay the rent. Checkmated in a deep financial crisis, even stories of a potential buy-out now seem far-fetched as NOVA faces possible indictment for violation of labour laws, its president meanwhile reportedly hiding in the Virgin Islands. […]

  92. Crease on October 22nd, 2007 11:55 am

    Ken, any news about the report to JASDAQ on the 19th?

  93. Ken Worsley on October 22nd, 2007 12:40 pm

    Crease,

    No…I was sort of expecting to see something at the JASDAQ site (http://www.jasdaq.co.jp/) this afternoon, but more likely tomorrow or even later in the week. If JASDAQ is trying to get in touch with Nova’s senior management, that might prove a bit difficult…

  94. Crease on October 22nd, 2007 2:35 pm
  95. Ken Worsley on October 22nd, 2007 4:49 pm

    Crease, it still doesn’t name Nova, but it seems as though they’re on the verge of doing so. However, this one appeared on Livedoor News today: http://news.livedoor.com/article/detail/3353553/

    Interesting that they have a picture of the Nova bunny next to the article…and then the connection is spelled out lower down. It seems that Nishida was arrested for a different transaction (the one described as having taken place on Sept 30), but this is the first time we’ve seen his name and Nova definitely connected. For the media to run this leads me to believe that there is an ongoing investigation into what Nova is trying to pull. Let’s see if anything more hits the news tonight…

  96. Jake on October 23rd, 2007 3:37 am

    Anders Lundquist has apparently quit! He was a co-founder and a one of the directors at Nova.

    http://sankei.jp.msn.com/life/education/071022/edc0710222111002-n2.htm

  97. Ron Vanden on October 23rd, 2007 3:28 pm

    I went to the Union meeting in Osaka yesterday and I did get some clarification on the bankruptcy rules (customs? laws? procedures?) as they relate to small, medium, and large sized companies.

    Just before the meeting one of the Union officials contacted the Osaka Prefectural Labour Bureau and got this position on the issue:

    Classifications are done on a capital basis, not on the basis of employee number or geography.

    For small and medium sized firms an official of the Labor Standards Council (presumably the top dog) can give the green light for the Wage Loss Compensation System to kick in, after determining through an inspection process, that the firm is no longer a going concern (that’s a term I’m familiar with; I don’t know what the equivalent of a ‘going concern’ would be in Japanese). No bankruptcy proceedings involving the courts needs to take place. It is purely(?) an administrative action. So that’s how some of the employees from the smaller schools did eventually get their 80%.

    NOVA is classified as a large company. This class can yield an 80% payout as in the case of its smaller bretheren, and the functioning of the Wage Loss Compensation System is exactly the same… BUT proper, formal bankruptcy procedures MUST be gone through FIRST.

    So again the question arises: How likely is it that NOVA will either declare bankruptcy itself or be forced into it? I think the former is extremely unlikely. But what about the latter? Is that even possible? One of the Union officials claimed that only a creditor could force/push a company into bankruptcy by taking them to court. They also said that METI (the Ministry of Economy, Trade, and Industry) can shut a company down but not bankrupt them. Oh, joy!

    I’d love to speak to an expert in Japanese bankruptcy law, customs and history. Does anyone reading or contributing to this blog know of such a person or persons?

  98. Graham on October 23rd, 2007 4:56 pm

    There is an advertisement in this week’s (19 October 2007) Metropolis on page 51 for:

    Universal Law Office, 2F Ishibashi Bldg, Samoncho 2, Shinjuku Ku Tel: 03-3358-5361
    Fax: 03-3358-5367 Email: office@besthome1.com

    It mentions bankruptcy and welcomes enquiries by fax or email.

  99. Ken Worsley on October 24th, 2007 1:06 am

    Ron,

    Great comment. I do know that some employees at smaller firms (where salary payments had not been delayed long enough for the Wage Loss Compensation System to kick in) did not receive unpaid wages until after a liquidation (type 1) bankruptcy.

    As far as METI goes, they do have they power to force a company into bankruptcy protection, as happened with several banks under the aegis of the Financial Reconstruction Commission in the late 90s. The nationalization of LTCB required an act of Parliament. Of course, these were huge, special cases which put the foundations of Japan’s economy at risk. The Financial Reconstruction Commission itself was reabsorbed into the Financial Services Agency in 2001.

  100. Ken Worsley on October 24th, 2007 1:13 am

    Is there a way to contact this Small & Medium Sized one though? If there is, and if someone there speaks English I’ll give them a call. Got a phone number?

    Ron, sorry I missed this comment. There is a link to their homepage on the links list in the right column of this site. Here it is: http://www.chusho.meti.go.jp/sme_english/index.html

    You can email them at: ikenbako@meti.go.jp or call at 03-3501-4667. They do not seem to have the contact into available on their English pages. There are plenty of pages on laws covering small and medium size enterprises.

  101. Ron Vanden on October 25th, 2007 1:49 am
  102. Ken Worsley on October 25th, 2007 1:56 am

    The sale of the warrants has gone through. Nova will receive 70 million yen from selling the warrants to Rich Peninsula Trading Limited and Tower Sky Profits Limited. Each firm receives 200 warrants, which can each be exercised for 500,000 shares. Each warrant cost 175,000 yen, and carries a strike price of 35 yen.

    The big question is how this is still going through after the person who brokered the deal is apparently in prison, unless the regulators are sitting the and waiting for it to happen before moving in.

  103. NMG on October 25th, 2007 2:03 am

    I heard that the warrant sale itself went through. Interesting. Any chance that they might be exercised with the share price under 35 yen? From what I get, Nova can request they each exercise 10 warrants if the price heads over that line, but they can exercise them all when they damn please. Think it will inject the 6.4 billion yen into the company?

  104. Kale on October 25th, 2007 2:11 am

    Who cares really if it does go through?

    500 million yen staff pay last month
    500 million yen staff pay this month
    1.5-2 billion yen in rent they haven’t paid
    maybe 750 million yen in apartment rent unpaid
    Cancellations? Yomiuri says 2 billion
    Instructor salary? Another billion

    That’s 6.25-6.75 billion yen. And there are other costs out there. What about people who left and haven’t been paid? Suppliers, printers, all kinds of vendors.

    So maybe they get the cash and they’re 1 billion yen in debt. Does Saruhashi get rehired as CEO by the new owners?

    They have to be looking to short the stock or something to make any money out of this.

  105. Ken on October 25th, 2007 2:26 am

    Kale, Yes, I think that must be the plan. There is no other reason whatsoever that two firms that are run by the same company are involved in the purchase of the warrants. It’s easy to lend to yourself. And shares must be available to lend if they’re going to short sell.

    One scenario:

    One fund exercises 40 warrants, the other 100. This gives them 70 million shares and majority ownership of the firm. There are now 137,000,000 shares outstanding.

    Fund A pays (40 warrants)x(500,000 shares)x(35 yen a share): 700 million yen
    Fund B pays (100 warrants)x(500,000 shares)x(35 yen a share): 1.75 billion yen

    Fund A now has 20 million shares, Fund B has 50 million shares. Let’s say they strike when the price is 30 and each lose 5 yen a share. They are under 350 million yen to start.

    To even out that loss, either the price has to rise to 35 yen a share and they sell, or they have to short 70 million shares and buy them back at 5 yen (or lower) downstream. Not a pretty picture. They could each loan their shares to each other and short that way. At that rate, should the share price drop 6 yen below the price at which they were loaned for, they make 70 million yen - provided they can buy them back without driving the price back up too fast. It’s a big balancing act, and might take time…but each tick down earns 70 million yen. A buyback might drive it back up enough for more warrants to be exercised.

    There are lots and lots of intangibles that should be figured in, but I’m trying to spell out the barebones of a possible plan as simply as possible.

    I see no reason why they wouldn’t gamble and buy at the best loss possible if that’s all they have available this month. They have to do it while the firm still exists.

  106. YangChao on October 25th, 2007 4:29 am

    1> Hi! My wife is working for NOVA in MMC as a Chinese instructor. I am a Chinese. According to my investigation from Internet, the information that only the employee working for small and media size firms can get their unpaid wage is not correct.
    2> According to the law è³ƒé‡‘ã®æ”¯æ‰•ã®ç¢ºä¿ç­‰ã«é–¢ã™ã‚‹æ³•律 (the law for the protection of the wage delayed), the government will pay the unpaid wage if the firm declare bankruptcy in the form of law. However, if the firm is categorized as a small and media size firm, then it is not necessary to wait for a declaration of bankruptcy. (i am sure NOVA is not a small and media sized firm)
    A necessary condition for firm is that the firm had continued its business more than one year. ( Nova is this kind of firm).
    The person that can get the unpaid wage from the government is
    the person who resigned in the period that cover six months before the bankruptcy day to the two years later after the bankruptcy day.

    the period
    you can refer to the law documentation in the HP
    http://law.e-gov.go.jp/htmldata/S51/S51HO034.html
    or the ease one (explanation) from the HP of Ministry of Health, Labour and Welfare
    http://www2.mhlw.go.jp/topics/seido/kijunkyoku/tatekae/index.htm
    3> so if NOVA does not declare bankruptcy, nobody can get the unpaid wage because NOVA is not a small and media size firm. However, how long can NOVA not declare bankruptcy.? I think the monkey (sahashi) cannot continue too long because the payment for the office of NOVA is costly. If NOVA does not have an office, can NOVA not declare bankruptcy?
    4> if the monkey resigned from NOVA, then there will be some normal buyers to buy NOVA, which is the best way for NOVA, for the employees, and for the students. The Japanese Asahi newspaper analyzed, based on some persons related to Japanese bank. Because the bank think that the business model of NOVA is quite good.
    5> the two funds will pay around 70000,000 300,000,000 Yen until the end of the next month, according to the news Asahi, regardless of the stock price of NOVA. So, i think some instructors can get their unpaid wage. However, in December, NOVA cannot get the money for the two funds if the price is below 35.
    http://www.asahi.com/kansai/news/OSK200710240051.html
    6> it is no doubt that the two funds buy stock at a low price and then sell them at a high price. everyone does the same thing if she or he play stock. Our concern is whether NOVA can be saved by the money from the two funds. The situation in the future is dependent on the stock price of NOVA stock. Eventually, it depend on that how many new students NOVA can save from the day of 13th in December when the punishment imposed by the government is finished.
    7> so the continuous strike may be harmful for the survivor of NOVA, that is way Chinese instructors are still working, I guess. Because Sahashi never give up NOVA even though NOBA is out of the market.

  107. YangChao on October 25th, 2007 4:36 am

    see the figure for the period
    http://www.roudoukyoku.go.jp/seido/kijunhou/image/mibarai1.gif

    70000,000 and 300,000,000

  108. Crease on October 25th, 2007 12:39 pm

    Ken, how does Nova’s current situation (closed branches, resignations, media attention) affect the issue of the warrants? Does the company have to be functioning in a regular way in order to make money this way? I’m not sure people are going to put up with not being paid for much longer. Sahashi (via fax) is begging teachers to come in. I think even the die-hards will give up tomorrow.

  109. Garrett on October 25th, 2007 3:39 pm

    Yang Chao,

    One point I’m not sure about:

    i am sure NOVA is not a small and media sized firm

    Do you know if there is an actual line that is used to decide what is and what is not a small or medium-sized firm?

    By most measures, Nova, with around 7,000 total employees and not involved in high finance, would not be considered a large company, especially by the standards used by the government for bailouts.

  110. YangChao on October 25th, 2007 7:33 pm

    Mr Garett
    there is a law for the definition of the small and media size firm. “basic law for Media and small firm”
    http://www.chusho.meti.go.jp/faq/faq01.html
    as for the service industry,
    the firm whose employee number is below 100 , or the firm whose capital is below 50,000,000Yen, are defined as the media and small firm by japanese government. you can see the easy explanation for the law (japanese language) in the HP of ministry of small and media firms.
    http://www.chusho.meti.go.jp/faq/faq01.html
    the capital of NOVA is 5,000,000,000Yen, and the number of employee is around 7,000, so definitely, NOVA does not belong to the group of small and media size firms.
    today, no money has been deposited. Today there is a Fax from the monkey (sahashi) said that payment for wage will be deposited around the next several days. Can the employee believe his words?

  111. Garrett on October 25th, 2007 10:33 pm

    Thanks, YangChao.

    As for whether or not employees can trust Saruhashi’s words, of course not. At this point, I would have to question the intelligence of any Nova employee expecting to receive a salary from Nova in the near future. It’s finished.

  112. Trev on October 26th, 2007 8:01 am

    Well, according to this blog
    http://www.letsjapan.org/?q=coup-detat-sahashi-fired.html
    Sarubashi’s been booted.

  113. Paul Vermeheren on October 26th, 2007 9:25 am

    Well, happy days.
    Saruhashi has gone. Ousted.

  114. Trans-Pacific Radio » Nova’s Death Throes…and where has the media been? :: Independent Podcasts from Tokyo, Japan - Japanese News, Politics, Business and Economy on December 3rd, 2007 4:00 pm

    […] Times is personally involved with the firm. I have done what I can at Japan Economy News to keep a thread where current information can be discussed, but what I can do pales in comparison with what Shawn’s site can do, is nothing compared to […]

  115. john S on December 16th, 2007 5:07 pm

    Well…the METI sanctions against NOVA ended yesterday. Any news?

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