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: +81-11-209-1631 |
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
- 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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Kanamoto Co. Ltd. published this content on 04 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 September 2020 04:29:02 UTC