Kanamoto : Sep 04, 2020Press ReleaseNotice on Acquisition of Shares of Australian Corporate Group

Notification of Acquisition of Shares of

Australian Corporate Group

2020/09/04 in Japan | Page 1/4

Friday, September 4, 2020

FOR IMMEDIATE RELEASE

Kanamoto Co., Ltd.

Stock Code 9678

Tokyo Stock Exchange, 1st Section; Sapporo Stock Exchange

President and CEO	Tetsuo Kanamoto
Corporate Officer, Division Manager,
Administration Division, General	Shun Hirose
Manager, Public Relations Office
Telephone： [phone]

Notification of Acquisition of Shares of Australian Corporate Group

Based on a resolution of its Board of Directors, Kanamoto Company Limited ("the Company") has resolved that Kanamoto Australia Holdings Pty Ltd, a wholly-owned subsidiary of the Company, will acquire 100% of the outstanding shares of the two holding companies and three principal operating companies of the Porter Plant Group ("PPG"), a corporation domiciled in Australia, and has resolved to execute a Stock Purchase Agreement (SPA).

1. Purpose of the transaction

Under its group philosophy of being "an excellent and dynamic group that uses its solid earnings as a base to reward shareholders, customers and employees", Kanamoto seeks to establish a true general rental company and expand its operating base by positioning "expansion of domestic base of operations, overseas development, and optimization of internal operational processes" as a priority policy in Kanamoto's new Medium-term Corporate Management Plan "Creative 60", which will extend through the Business Period ending October 2024.

PPG is developing businesses in sectors such as construction equipment rental, civil engineering and public works, specialized operator dispatching, and gas facilities construction, primarily in the state of Victoria, Australia. The Company has resolved to acquire the stock of PPG and manage it as a subsidiary because it believes the group's firms will help strengthen Kanamoto's overseas expansion, which is a key measure of the management plan as described above.

2. Profile of PPG

		PPG is composed of the following 5 companies.
		(a) Porter Excavations Pty Ltd	/ Construction equipment rental
	Company and	(b) Porter Utilities Pty Ltd	/ Gas facility construction
(1)	(c) Madica Pty Ltd	/ Civil engineering and public works,
business
		dispatch of specialized operators
		(d) Porter Group Nominees Pty Ltd	/ Holding company; 100% of (a)
		(e) Porter Utilities Holdings Pty Ltd	/ Holding company; 100% of (b)
(2)	Location	5110 Colac-Ballarat Road, Cambrian Hill, VIC3352 Australia ((a), (b), (c), (e))
475 Scotchmans Lead Road, Napoleons VIC3352 Australia (d)

Notification of Acquisition of Shares of

Australian Corporate Group

2020/09/04 in Japan | Page 2/4

1. PPG's operating results and financial position for most recent 3 years (Simple aggregation) ('000 AUD)

Fiscal year-end	June 2018	June 2019	June 2020
Net assets	26,675	34,160	39,406
Total assets	101,187	102,841	97,301
Net sales	64,398	66,860	61,080
Pre-tax income	9,063	12,387	11,714

3-1 Profile of company to be acquired (c)

(1)	Name	Madica Pty Ltd
(2)	Location	5110 Colac-Ballarat Road, Cambrian Hill, VIC 3352 Australia
(3)	Representative	Timothy Norman Porter, CEO
(4)	Capitalization	1 AUD
(5)	Established	April 27, 2017
	Major shareholders
(6)	and shareholding	T&B Porter Group Investment Pty Ltd.		100%
	ratio
	Relationship with	Capital relationship	No material items to report
(7)	Personnel relationships	No material items to report
listed company
	Transactional relationships	No transactional relations to report

3-2 Profile of company to be acquired (d)

(1)	Name	Porter Group Nominees Pty Ltd
(2)	Location	475 Scotchmans Lead Road, Napoleons, VIC 3352 Australia
(3)	Representative	Timothy Norman Porter, CEO
(4)	Capitalization	15,699,993 AUD
(5)	Established	May 13, 2014
	Major shareholders	T&B Porter Group Investment Pty Ltd.		25%
(6)	and shareholding
Mr. Timothy Norman Porter			75%
	ratio
	Relationship with	Capital relationship	No material items to report
(7)	Personnel relationships	No material items to report
listed company
	Transactional relationships	No transactional relations to report

3-3 Profile of company to be acquired (e)

(1)	Name	Porter Utilities Holdings Pty Ltd
(2)	Location	5110 Colac-Ballarat Road, Cambrian Hill, VIC 3352 Australia
(3)	Representative	Timothy Norman Porter, CEO
(4)	Capitalization	1 AUD
(5)	Established	April 27, 2017
	Major shareholders
(6)	and shareholding	T&B Porter Group Investment Pty Ltd.		100%
	ratio
	Relationship with	Capital relationship	No material items to report
(7)	Personnel relationships	No material items to report
listed company
	Transactional relationships	No transactional relations to report
4-1 Profile of stock acquisition counterparty (Seller)
(1)	Name	T&B Porter Group Investment Pty Ltd
(2)	Location	5110 Colac-Ballarat Road, Cambrian Hill, VIC3352 Australia
(3)	Representative	Timothy Norman Porter, CEO
(4)	Principal Business	Asset management (holding company)
(5)	Capitalization	12 AUD

			Notification of Acquisition of Shares of
			Australian Corporate Group
			2020/09/04 in Japan | Page 3/4
(6)	Established	June 24, 2014
(7)	Major shareholders	Timothy Norman Porter	50%
and shareholding
	Bronwyn Elizabeth Porter	50%
	ratio
(8)	Relationship with	No significant items to report
listed company
4-2 Profile of stock acquisition counterparty (Seller)
(1)	Name	Timothy Norman Porter
(2)	Location	VIC Australia
(3)	Relationship with	No significant items to report
listed company
5．Number of shares to be acquired and shareholding status before and after acquisition
	Number of shares	(c) Madica Pty Ltd	0 shares (0% ownership)
(1)	(d) Porter Group Nominees Pty Ltd	0 shares (0% ownership)
owned before transfer
	(e) Porter Utility Holdings Pty Ltd	0 shares (0% ownership)
	Number of shares to	(c) Madica Pty Ltd	1 share
(2)	(d) Porter Group Nominees Pty Ltd	10,000,000 shares
be acquired
	(e) Porter Utility Holdings Pty Ltd	1 share
(3)	Total acquisition price	Approximately 74 million AUD
	(Certain adjustments may be made prior to the share transfer execution date)
	Number of shares	(c) Madica Pty Ltd	1 share (100% ownership)
(4)	(d) Porter Group Nominees Pty Ltd	10,000,000 shares (100% ownership)
owned after transfer
	(e) Porter Utility Holdings Pty Ltd	1 share (100% ownership)
6．Share acquisition schedule (planned)
(1)	Date of Board of	September 4, 2020
Directors resolution
(2)	Date of SPA	September 7, 2020
(3)	Share transfer	To be set on or after September 30, 2020,
execution date	subject to receipt of approval from the relevant authorities

7. Outlook for the Company's operating results

The effect of the acquisition on the Company's consolidated results for the fiscal year ending October 2020 is not material and the Company has not made any changes to the projected full-year consolidated operating results for the business period ending October 2020 it released today. Should it become clear there will be a significant impact on future projected operating results, the Company will disclose such information promptly.

End

Notification of Acquisition of Shares of

Australian Corporate Group

2020/09/04 in Japan | Page 4/4

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