Form 6-K
Table of Contents

FORM 6-K

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

Commission File Number: 1-15270

 

For the month of March 2003.

Total number of pages: 15.

The exhibit index is located on page 2.

 

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

 

9-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F    X                     Form 40-F            

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)

(1):             

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)

(7):             

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes                              No    X    

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

 

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Information furnished on this form:

 

EXHIBIT

 

Exhibit Number


    

Page Number


1. [English Translation of Report on Corporate Stock Repurchase]

    

4

2. [Notice of Record Date]

    

6

3. [Changes in Organizations and Directors]

    

7

4. [Notice of Stock Repurchase from the Market]

    

15

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

NOMURA HOLDINGS, INC.

By:

 

/s/    MASANORI ITATANI


   

Masanori Itatani

Director

 

Date:  March   14, 2003            

 

 

 

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(English Translation)

Report on Corporate Stock Repurchase

(report pursuant to Article 24-6, paragraph 1 of Securities and Exchange Law)

 

Director General of Kanto Finance Bureau

 

March 10, 2003

 

Nomura Holdings, Inc.

 

President & CEO Junichi Ujiie

 

 

 

Address of Principal Office: 9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo, JAPAN

 

TEL: 81-3-5255-1000

 

Contact Person: Nomura Holdings, Inc.

 

      General Manager of General Affairs Dept. Katsuo Tsunematsu

 

Address of Nearest Contact: Same as the above

 

TEL: Same as the above

 

Contact Person: Same as the above

 

 

Locations where Copies of Report of Corporate Stock Repurchase are Available for Public Inspection

 

Name

  

Address

Tokyo Stock Exchange, Inc.

  

2-1, Kabutocho, Nihonbashi, Chuo-ku, Tokyo

Osaka Securities Exchange Co., Ltd.

  

1-6-10, Kitahama, Chuo-ku, Osaka

Nagoya Stock Exchange Co., Ltd.

  

3-3-17, Sakae, Naka-ku, Nagoya

Osaka Branch of Nomura Securities Co., Ltd.

  

2-5-4, Kitahama, Chuo-ku, Osaka

Nagoya Branch of Nomura Securities Co., Ltd.

  

2-19-22, Nishiki, Naka-ku, Nagoya

Yokohama Branch of Nomura Securities Co., Ltd.

  

4-52, Onoecho, Naka-ku, Yokohama

Kobe Branch of Nomura Securities Co., Ltd.

  

1-5-32, Sannomiyacho, Chuo-ku, Kobe

Chiba Branch of Nomura Securities Co., Ltd.

  

1-14-13, Fujimi, Cho-ku, Chiba

 

(Note) Although the Securities and Exchange Law does not require us to keep the report for public inspection at Osaka, Nagoya, Yokohama and Kobe Branches of Nomura Securities Co., Ltd., we will do so for investors’ convenience.

 

 

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(English Translation)

 

Class of Shares                    Common Stock

 

 

1.   State of Corporate Stock Repurchase

 

(1) State of Repurchase in accordance with the Resolution at Annual General Meeting of Shareholders (“AGM”)

 

as of February 28, 2003

 

Section

  

Number of Shares


    

Total Value of Shares


    

Remarks


 

Resolution at AGM(Resolution on June 26, 2002)

  

100,000,000 shares

 

  

250,000,000,000 yen

 

  

(Note

)

    

  

  

Stock repurchase during this reporting month

(Date of Stock Repurchase)

  

—  

 

  

—  

 

      
    

  

  

Aggregate number of shares repurchased as of the end of this reporting month

  

20,016,000 shares

 

  

26,919,637,000 yen

 

      
    

  

  

Progress with stock repurchase

  

20.0

%

  

10.8

%

      
    

  

  

 

(Note) The ratio of (i) the total number of shares for authorized for repurchase at the annual general meeting of shareholders pursuant to Article 210, paragraph 1 under the Commercial Code divided by (ii) the total number of outstanding shares as of the date of closing of the annual general meeting of shareholders is 5.1%.

 

(2)Repurchase from Subsidiaries

 

Not applicable.

 

(3)Repurchase for Retirement of Shares by Valuation Allowance

 

Not applicable.

 

2.Disposition of Shares Repurchased

 

Not applicable.

 

 

3.State of Possession of Shares Repurchased

 

as of February 28, 2003

 

Section

  

Number of Shares


    

Remarks


Total number of outstanding shares

  

1,965,919,860  shares

      

Number of shares repurchased and currently possessed

  

20,016,000  shares

      
    
    

Number of shares repurchased and currently possessed for retirement of shares by valuation allowance

  

—  

      
    
    

 

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March 14, 2003

 

To: New York Stock Exchange

 

Notice of Record Date

 

We are pleased to notify to you that Nomura Holdings, Inc. has fixed the record date to March 31, 2003 for the ordinary general meeting of shareholders for the fiscal year ended March 31, 2003 pursuant to Article 9, Paragraph 1 of its Articles of Incorporation. The proposed dividend for this fiscal year has not been resolved yet. It is scheduled to be determined and notified to you around April 30, 2003.

 

Nomura Holdings, Inc.

 

9-1 Nihonbashi 1-chome, Chuo-ku,

 

Tokyo 103-8645, Japan

 

TEL: 81-3-5255-1000

 

FAX: 81-3-5255-1064

 

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LOGO

Tokyo, March 14, 2003

 

Changes in Organizations and Directors

 

Today, Nomura Holdings, Inc. announces the following changes to its own organization and directors and those of its wholly owned subsidiaries, Nomura Securities Co., Ltd., Nomura Asset Management Co., Ltd., The Nomura Trust & Banking Co., Ltd. and Nomura Capital Investment Co., Ltd.

 

A)   Changes in Organizations

(effective from April1, 2003)

 

Nomura Securities Co., Ltd.

 

1.   Nomura Group Headquarters

 

The Internal Audit Department is to be incorporated into the Nomura Group Headquarters.

 

2.   Fixed Income Division

 

The Structured Products Marketing Department and the Debt Capital Market Department are to be incorporated into the Fixed Income Division.

 

3.   Equity Division

 

The Equity Quantitative Sales Department is to be reorganized into the Equity Solution Department.

 

4.   Investment Banking Division

 

  (1)   Osaka Investment Banking Department I

 

The Investment Banking Department I and Investment Banking Department II at Osaka Branch Office are to be combined to form the Osaka Investment Banking Department I, which is to be incorporated into the Investment Banking Division of the Headquarters.

 

  (2)   Osaka Investment Banking Department II

 

The Investment Banking Department III at Osaka Branch Office is to be renamed the Osaka Investment Banking Department II, which is to be incorporated into the Investment Banking Division of the Headquarters.

 

  (3)   Nagoya Investment Banking Departments I&II

 

The Investment Banking Departments I&II at Nagoya Branch Office are to be renamed the Nagoya Investment Banking Departments I&II, respectively, and are to be incorporated into the Investment Banking Division of the Headquarters.

 

5.   Financial & Public Sector Institutions Division

 

The Financial & Public Sector Institutions Division is to be dissolved into the Financial Institutions Department and the Public Sector Institutions Department.

 

6.   IT & Operations Division

 

The IT & Operations Division is to be newly established to incorporate the Systems Planning Department, Operations Planning Department, Clearing & Custody Department, and the Trading Support Department.

 

7.   Compliance Division

 

The Branch Administration Support Department is to be incorporated into the Compliance Division.

 

8.   Asia & Oceania Division

 

The Asia & Oceania Division is to be dissolved and the Asia Department is to be newly created at the Headquarters.

 

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Nomura Asset Management Co., Ltd.

 

1.   Investment and Research

 

As part of ongoing efforts to enhance asset management capabilities, investment and research will be integrated and unified operational management further advanced. The current structure of 4 departments and 15 divisions will be reduced to 1 department and 12 divisions.

 

Departmental & Divisional Reorganization

 

  (1)   The Equity Investment Division, Fixed Income Investment Division, Investment Technology Division and Investment Research Division are to be combined to form the Investment and Research Division.

 

  (2)   The Japanese Equity Investment Department, Japanese Equity Fund Management Department and Global Equity Investment Department are to be integrated into the Equity Investment Department.

 

  (3)   The Fixed Income Investment Department and the Fixed Income Fund Management Department are to be integrated into the Fixed Income Investment Department.

 

  (4)   The Investment Strategy Department and Institutional Clients Investment Department are to be integrated into the Global Balance Investment Department.

 

  (5)   The Credit Research Department is to be newly established.

 

  (6)   Functions of global research are to be transferred to the Economic Research Department and Corporate Research Department and the Global Research Department is to be dissolved.

 

  (7)   Functions from the Investment Business Planning Department are to be combined with the Investment Risk Monitoring Department under the Compliance & Investment Administration Division.

 

Compliance & Investment Administration Division Reorganization

 

The number of departments in the Compliance & Investment Administration Division will be reduced from 4 to 3 (Compliance Department, Investment Performance Analysis & Risk Supervisory Department, Inspection Department) in order to integrate the Investment Risk Monitoring Department into the Investment Business Planning Department.

 

Products Management Division

 

The Disclosure Department is to be transferred to the Fund Administration Division and the Products Management Division is to be dissolved.

 

The New Products Development Department is to be renamed the New Products Planning & Development Department and will be affiliated to no division.

 

B)   Business Line Heads

(effective from April 1, 2003)

 

   

Takashi Yanagiya

Domestic Retail

 

Executive Managing Director

   

Nomura Securities Co., Ltd.

     
   

Takumi Shibata

Global Wholesale

 

Executive Managing Director

   

Nomura Securities Co., Ltd.

     
   

Yasuo Agemura

        Global Fixed Income

 

Director

   

Nomura Securities Co., Ltd.

     
   

Hiroshi Tanaka

        Global Equity

 

Director

   

Nomura Securities Co., Ltd.

     
     
     

 

 

 

 

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Noriyuki Ushiyama

        Global Investment Banking

 

Director

   

Nomura Securities Co., Ltd.

     
   

Yoshifumi Kawabata

        Global Merchant Banking

 

Managing Director

   

Nomura Securities Co., Ltd.

     
   

Kazutoshi Inano

Asset Management

 

President

   

Nomura Asset Management Co., Ltd.

 

C)   Business Support Line Heads

(effective from April 1, 2003)

 

   

Kenichi Fukuhara

Global Research

 

Director

   

Nomura Securities Co., Ltd.

     

Global Risk Management/

 

Kenichi Watanabe

Treasury/Controller/IR/

 

Director

IT & Operations

 

Nomura Securities Co., Ltd.

     
   

Masanori Itatani

Global Corporate Communications

 

Director

   

Nomura Holdings, Inc.

 

D)   Regional Management

(effective from April 1, 2003)

 

   

Hideyuki Takahashi

Americas

 

President & CEO

   

Nomura Holding America, Inc.

     
   

Hiromi Yamaji

Europe

 

President & CEO

   

Nomura Europe Holdings plc

     
   

Noriyasu Yoshizawa

Asia & Oceanic

 

President & Managing Director

   

Nomura Asia Holding N.V.

 

E)   Nomura Group Regional Line Heads

(effective from April 1, 2003)

 

Americas Fixed Income

 

Alexander Noujaim

   

Nomura Securities International, Inc. (New York)

     

Europe Fixed Income

 

Zenji Nakamura

   

Nomura International plc (London)

   

(transferred from Nomura Securities Co., Ltd.)

     

Europe Fixed Income

 

Najib Canaan

   

Nomura International plc (London)

     

Fixed Income Asia Pacific

 

Yuji Nakata

   

Nomura International (Hong Kong) Limited

   

(transferred from Nomura Securities Co., Ltd.)

     

Americas Equity

 

William Mumma

   

Nomura Securities International, Inc. (New York)

 

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Europe Equity

 

Yugo Ishida

   

Nomura International plc (London)

   

(transferred from Nomura Securities Co., Ltd.)

     

Asia Equity

 

Naoki Matsuba

   

Nomura International (Hong Kong) Limited

   

(transferred from Nomura Securities Co., Ltd.)

     

Americas Investment Banking

 

Yasuo Kashiwagi

   

Nomura Securities International, Inc. (New York)

   

(transferred from Nomura Securities Co., Ltd.)

     

Europe Investment Banking

 

Yasushi Ii

   

Nomura International plc (London)

   

(transferred from Nomura Securities Co., Ltd.)

     

Asia Investment Banking

 

Yoshihiro Fukuta

   

Nomura International (Hong Kong) Limited

   

(transferred from Nomura Securities Co., Ltd.)

     

Europe Merchant Banking

 

Yasushi Ii

   

Nomura International plc (London)

   

(transferred from Nomura Securities Co., Ltd.)

     

Asia Investment Advisory

 

Satoshi Kikuchi

   

Nomura International (Hong Kong) Limited

   

(transferred from Nomura Securities Co., Ltd.)

     

Europe Research

 

Shigeto Shimada

   

Nomura International plc (London)

   

(transferred from Nomura Securities Co., Ltd.)

     

Asia Research

 

Kimitaka Morikawa

   

Nomura International (Hong Kong) Limited

   

(transferred from Nomura Securities Co., Ltd.)

     

Americas Administration

 

Shunichi Ito

   

Nomura Holding America, Inc. (New York)

   

(transferred from Nomura Securities Co., Ltd.)

     

Americas Administration

 

Edward Farrell

(Treasury and Controller)

 

Nomura Holding America, Inc. (New York)

     

Americas Administration

 

Ralph Alfonso

(IT & Operations)

 

Nomura Holding America, Inc. (New York)

     

Europe Administration

 

David Farrant

   

Nomura International plc (London)

     

Europe Administration

 

Hideki Miyazaki

   

(transferred from Nomura Securities Co., Ltd.)

Nomura International plc (London)

     

Europe Administration

 

David Benson

(Risk Management/Credit)

 

Nomura International plc (London)

     

Europe Administration

 

Paul Spanswick

(Treasury and Controller)

 

Nomura International plc (London)

 

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Europe Administration

 

Ian Buchanan

(IT & Operations)

 

Nomura International plc (London)

     

Asia Administration

 

Yukinobu Onoda

   

Nomura International (Hong Kong) Limited

   

(transferred from Nomura Securities Co., Ltd.)

 

Administration is the generic term for Risk Management, Treasury, Controller, and IT & Operations in Global Business Support Lines.

 

F)   Appointments of Key Management in Nomura Group’s Overseas Business

(effective from April 1, 2003)

 

Nomura Asia Holding N.V.

 

Noriyasu Yoshizawa

(Amsterdam)

 

President & Managing Director

   

(appointed Director of Nomura Securities Co., Ltd. effective from April 1, 2003)

     

Banque Nomura France (Paris)

 

HiroyukiYamamoto*

   

Président Directeur Général

   

(currently General Manager of Investment Strategy Department, Financial Research Center at Nomura Securities Co., Ltd.)

     

Nomura Bank (Luxembourg) S.A.

 

Yoshikazu Chono*

   

President & Managing Director

   

(currently transferred to Nomura Bank (Luxembourg) S.A.)

     

Nomura Bank (Switzerland) Ltd.

 

Minoru Hatada*

(Zurich)

 

President & CEO

   

(currently Deputy General Manager of Personnel Department at Nomura Securities Co., Ltd.)

     

Nomura Singapore Limited

 

Koki Miura*

   

President

   

(currently Manager of Secretariat at Nomura Securities Co., Ltd.)

     

Nomura Australia Limited (Sydney)

 

Koji Ito*

   

Managing Director

   

(currently General Manager of Debt Capital Market Department at Nomura Securities Co., Ltd.)

 

* To be transferred from Nomura Securities Co., Ltd.

 

G)   Changes in Directors

 

1.   Nomura Securities Co., Ltd.

 

Changes in Position (effective from April 1, 2003)

 

 

Nobuyuki Koga

President & Chief Executive Officer

(currently Executive Vice President & Chief Operating Officer)

 

 

Hiroshi Toda

Executive Vice President and Chief Operating Officer

(currently Executive Managing Director)

 

 

Takumi Shibata

Executive Managing Director

(currently Managing Director)

 

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Yoshimitsu Oura

Managing Director

(currently Director)

 

Yusuke Yamada

Managing Director

(currently Director)

 

Hitoshi Tada

Managing Director

(currently Director)

 

Retiring Directors (effective from March 31, 2003)

 

Junichi Ujiie

President & Chief Operating Officer

 

Kamezo Nakai

Managing Director

(appointed Director and Principal Executive Officer, Nomura Asset Management Co., Ltd. effective from April 1, 2003)

 

Satoru Ito

Director

(appointed Advisor effective from April 1, 2003)

 

Makoto Sonobe

Director

(appointed Managing Director, The Nomura Trust & Banking Co., Ltd. effective from April 1, 2003)

 

Yasuaki Fukui

Director

(appointed Statutory Auditor effective from April 1, 2003)

 

New Directors (effective from April 1, 2003)

 

Noriyuki Ushiyama

(currently General Manager of the Public Sector Institutions Department)

 

Noriyasu Yoshizawa

(currently Deputy Head of the Asia & Oceania Division and assigned to Nomura International (Hong Kong) Limited and Nomura Securities Philippines, Inc.)

 

Masanori Nishimatsu

(currently General Manager of the Retail Strategy Department)

 

Yasuo Yoshihara

(currently Branch Office Manager of Fukuoka Branch Office)

 

Toshio Hirota

(currently General Manager of Investment Banking Departments I & III)

 

Koji Nagai

(currently Branch Office Manager of Kyoto Branch Office)

 

Akira Maruyama

(currently General Manager of Nomura Group Headquarters Finance Department and Controller’s Department and assigned to Nomura Holdings, Inc.)

 

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2.   Nomura Asset Management Co., Ltd.

 

Retiring Directors (effective from March 31, 2003)

 

Hisaaki Hino

Director and Principal Executive Officer

(appointed Advisor, Nomura Securities Co., Ltd. effective from April 1, 2003)

 

Takanori Shimizu

Director and Senior Executive Officer

(appointed Advisor, Nomura Securities Co., Ltd. effective from April 1, 2003)

 

Masato Tanaka

Director and Senior Executive Officer

(appointed Advisor effective from April 1, 2003)

 

Toshio Miura

Senior Executive Officer

(appointed Advisor effective from April 1, 2003)

 

Nobuyuki Koga

Director

 

New Directors

 

Kamezo Nakai

(Managing Director, Nomura Securities Co., Ltd.)

 

Takahide Mizuno

(Senior Executive Officer)

 

Hiroshi Toda

(Executive Vice President and Chief Operating Officer, Nomura Holdings, Inc.)

 

3.   The Nomura Trust & Banking Co., Ltd.

 

Retiring Directors (effective from March 31, 2003)

 

Takamichi Arata

Executive Managing Director

(appointed Statutory Auditor, Nomura Asset Management Co., Ltd. effective from April 1, 2003)

 

Tomozo Uemura

Managing Director

(appointed Statutory Auditor effective from April 1, 2003)

 

New Directors (effective from April 1, 2003)

 

Makoto Sonobe

Managing Director

(currently Director, Nomura Securities Co., Ltd.)

 

4.   Nomura Capital Investment Co., Ltd.

 

Retiring Director (effective from March 31, 2003)

 

Takumi Shibata

President

 

New Director (effective from April 1, 2003)

 

Noriyuki Ushiyama

(also appointed Director, Nomura Securities Co., Ltd.)

 

                                                                                                        Ends                                                                                                           

 

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For further information please contact:

 

Name


    

Company


    

Telephone


Toshiyasu Iiyama

    

Corporate Communications Dept., Nomura Group Headquarters

    

+81-3-3278-0591

Ryugo Matsuo

    

Corporate Communications Dept., Nomura Group Headquarters

    

+81-3-3278-0591

Tsukasa Noda

    

Corporate Communications Dept., Nomura Group Headquarters

    

+81-3-3278-0591

 

Notes to editors:

 

The Nomura Group

 

Nomura Group, with its core businesses of the securities and related businesses, is dedicated to providing a broad range of financial services for individual, institutional, corporate and government customers. We offer a diverse line of competitive products and value-added financial and advisory services through the 128 domestic branch offices of Nomura Securities Co., Ltd. and our overseas network that combines offices in 28 countries. Our business activities include investment consultation services for domestic retail investors, securities brokerage services, securities underwriting for domestic and foreign governments and corporations, mergers and acquisition and financial advisory services, merchant banking, and asset management for investment trusts and pension funds.

 

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LOGO

Tokyo, 14 March 2003

 

Notice of Stock Repurchase from the Market

 

Tokyo – Today, Nomura Holdings, Inc. (NHI) announced that, pursuant to the provisions of Article 210 of the Commercial Code, NHI has repurchased shares from the market with details as follows:

 

 

1. Type of shares:

 

NHI common stock

2. Purchase period:

 

February 7, 2003 through March 14, 2003

3. Number of shares repurchased:

 

1,920,000 shares

4. Aggregate purchase amount:

 

JPY 2,370,080,000

5. Method of repurchase:

 

Purchase at Tokyo Stock Exchange

 

Reference:

 

Details of the stock repurchase program authorized at the 98th Annual General Meeting of Shareholders held on June 26, 2002

 

1. Type of shares:

 

NHI common stock

2. Total number of shares authorized for repurchase:

 

Up to 100,000,000 shares

3. Total value of shares authorized for repurchase:

 

Up to ¥250 billion

 

Number of stocks repurchased up to March 14, 2003

 

1. Aggregate number of shares repurchased

 

21,936,000 shares

2. Aggregate value of shares repurchased

 

JPY 29,289,717,000

 

                                                                                                        Ends                                                                                                           

 

For further information please contact:

 

Name


 

Company


 

Telephone


Toshiyasu Iiyama

 

Nomura Securities Co., Ltd

 

81-3-3278-0591

Ryugo Matsuo

 

Corporate Communications Dept.,

   

Tsukasa Noda

 

Nomura Group Headquarters

   

 

Notes to editors:

 

The Nomura Group

 

Nomura Group, with its core businesses of the securities and related businesses, is dedicated to providing a broad range of financial services for individual, institutional, corporate and government customers. We offer a diverse line of competitive products and value-added financial and advisory services through the 128 domestic branch offices of Nomura Securities Co., Ltd. and our overseas network that combines offices in 28 countries. Our business activities include investment consultation services for domestic retail investors, securities brokerage services, securities underwriting for domestic and foreign governments and corporations, mergers and acquisition and financial advisory services, merchant banking, and asset management for investment trusts and pension funds.

 

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