[Translation]
January 19, 2017
To whom it may concern
Company Name Accordia Golf Co., Ltd.
Name of Representative Yuko Tashiro, President and
Representative Director
(Stock Code: 2131, First Section of the Tokyo Stock Exchange)
Inquiries Fumihiko Niwa, Director and Corporate Officer
Telephone: 03-6688-1500 (main)
NOTICE REGARDING THE RESULTS OF TENDER OFFER FOR SHARE CERTIFICATES OF ACCORDIA GOLF CO., LTD BY K.K. MBKP RESORT AND CHANGES IN THE PARENT COMPANY AND THE LARGEST AND MAJOR SHAREHOLDER
Accordia Golf Co., Ltd. (the "Company") announces that the tender offer (the "Tender Offer") for the shares of common stock (the "Company's Common Stock") and Stock Acquisition Rights (Note) of the Company that had been conducted since November 30, 2016 by K.K. MBKP Resort (the "Tender Offeror") was completed on January 18, 2017.
The Company also announces that on January 25, 2017 (scheduled), the parent company and the largest and major shareholder of the Company will change as a result of the Tender Offer.
(Note) "Stock Acquisition Rights" means the third series stock acquisition rights of Accordia Golf Co., Ltd. issued pursuant to the resolutions passed at the Company's Board of Directors meeting held on March 28, 2014 and the Company's general meeting of shareholders held on June 27, 2014. As announced in the Company's press release titled "Notice regarding Extinguishment of Share Options" dated December 1, 2016, since the exercise period of these Stock Acquisition Rights terminated upon November 30, 2016 having passed, which was prior to the termination of the tender offer period, and all of them were extinguished, the Stock Acquisition Rights were not purchased in the Tender Offer.
Results of the Tender Offer
The Company received a report from the Tender Offeror today on the results of the Tender Offer set out in the attached "Notice on the Results of Tender Offer for Share Certificates, etc. of Accordia Golf Co., Ltd. (Stock Code: 2131)."
Changes to the Parent Company and the Largest and Major Shareholder
Scheduled change date
January 25, 2017 (the commencement date of settlement for the Tender Offer)
Background to the change
The Company received a report from the Tender Offeror today that because 62,876,737 shares of the Company's Common Stock were tendered in the Tender Offer, which was no less than the minimum number of shares to be purchased (47,003,100 shares), the Tender Offeror will acquire all of the tendered shares. As a result, because the percentage of the number of voting rights held by the Tender Offeror to the number of voting rights of all shareholders of the Company will become more than 50% on January 25, 2017 (the
commencement date of settlement for the Tender Offer, "the Commencement Date of Settlement") upon the settlement of the Tender Offer, the Tender Offeror will newly become a parent company and the largest and major shareholder of the Company. Accordingly, Accordia Finance Company Designated Activity Company, and Green Leisure Lux S.à.r.l which are or will be the parent companies of the Tender Offeror on the Commencement Date of Settlement will also become parent companies of the Company because they will come to indirectly hold the Company's Common Stock through the Tender Offeror.
Outline of the shareholders that will change
Outline of the shareholder which will newly become a parent company and the largest and major shareholder
(1)
Name
K.K. MBKP Resort
(2)
Location
11-44, Akasaka 1-chome, Minato-ku, Tokyo
(3)
Name and Title of Representative
Kenichiro Kagasa, Representative Director
(4)
Description of Business
To acquire and hold the share certificates, etc. of the Company
(5)
Amount of Stated Capital (As of March 31, 2016)
25,000 yen
(6)
Date of Establishment
June 15, 2015
(7)
Net Assets
(As of March 31, 2016)
50,000 yen
(8)
Total Assets
(As of March 31, 2016)
50,000 yen
(9)
Major Shareholders and Shareholding Ratios
Accordia Finance Company Designated Activity Company 100%
(10)
Relationship between the Company and the Tender Offeror
Capital Relationship
Before the Commencement Date of Settlement, the Tender Offeror holds one share of the Company's Common Stock.
Personnel Relationship
Not applicable.
Business Relationship
Not applicable.
Status as Related Party
Not applicable.
Outline of the shareholder which will newly become a parent company
(1)
Name
Accordia Finance Company Designated Activity Company
(2)
Location
2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland
(3)
Name and Title of Representative
Jonathan Reynolds, Director
(4)
Description of Business
Investment Business
(5)
Amount of Stated Capital (As of December 31, 2016)
EUR 1
(6)
Date of Establishment
December 9, 2016
(7)
Net Assets
(As of December 31, 2016)
EUR 1
(8)
Total Assets
(As of December 31, 2016)
EUR 1
(9)
Major Shareholders and Shareholding Ratios
Green Leisure Lux S.à.r.l 100%
(10)
Relationship between the Company and the Tender Offeror
Capital Relationship
Before the Commencement Date of Settlement, Accordia Finance Company Designated Activity Company indirectly holds one share of the Company's Common Stock through the Tender Offeror.
Personnel Relationship
Not applicable.
Business Relationship
Not applicable.
Status as Related Party
Not applicable.
Outline of the shareholder which will newly become a parent company
(1)
Name
Green Leisure Lux S.à.r.l
(2)
Location
6D route de Treves L-2633 Senningerberg, Grand Duchy of Luxembourg
(3)
Name and Title of Representative
Kenneth Hughes, Director
(4)
Description of Business
Investment Business
(5)
Amount of Stated Capital (As of December 31, 2016)
USD 13,026
(6)
Date of Establishment
November 14, 2016
(7)
Net Assets
(As of December 31, 2016)
USD 13,026
(8)
Total Assets
(As of December 31, 2016)
USD 13,026
(9)
Major Shareholders and Shareholding Ratios
Green Leisure Limited 100%
(10)
Relationship between the Company and the Tender Offeror
Capital Relationship
Before the Commencement Date of Settlement, Green Leisure Lux S.à.r.l indirectly holds one share of the Company's Common Stock through the Tender Offeror.
Personnel Relationship
Not applicable.
Business Relationship
Not applicable.
Status as Related Party
Not applicable.
Number and holding ratio of voting rights held by the shareholders before and after change
K.K. MBKP Resort
Status
Number of voting rights (holding ratio of voting rights)
Rank among large
shareholders
Voting rights directly held
Voting rights subject to aggregation
Total
Before change
-
-
(-%)
-
(-%)
-
(-%)
-
After change
Parent company and the largest shareholder and major shareholder
628,767
(89.18%)
-
(-%)
628,767
(89.18%)
1st
Accordia Finance Company Designated Activity Company
Status
Number of voting rights (holding ratio of voting rights)
Rank among large
shareholders
Voting rights directly held
Voting rights subject to aggregation
Total
Before change
-
-
(-%)
-
(-%)
-
(-%)
-
After change
Parent company (indirectly owning the Company's Common Stock)
-
(-%)
628,767
(89.18%)
628,767
(89.18%)
-
Green Leisure Lux S.à.r.l
Status
Number of voting rights (holding ratio of voting rights)
Rank among large
shareholders
Voting rights directly held
Voting rights subject to aggregation
Total
Before change
-
-
(-%)
-
(-%)
-
(-%)
-
After change
Parent company (indirectly owning the Company's Common Stock)
-
(-%)
628,767
(89.18%)
628,767
(89.18%)
-
(Note 1) The holding ratio of voting rights before and after change is calculated based on the number of voting rights (705,045 rights), which is represented by the number of shares (70,504,567 shares) obtained by deducting the number of treasury shares held by the Company as of September 30, 2016 (14,234,433 shares) as set forth in the 2nd Quarterly Earnings Release for Fiscal Year Ended March 2017 announced by the Company on November 10, 2016, from the total number of issued shares as of September 30, 2016 (84,739,000 shares) as set forth in the 38th Fiscal Year 2nd Quarterly Securities Report filed by the Company on November 11, 2016.
(Note 2) The holding ratio of voting rights is rounded to two decimal places.
Change in unlisted parent company, etc. that is subject to disclosure requirements
Although the Tender Offeror, Accordia Finance Company Designated Activity Company and Green Leisure Lux S.à.r.l will become unlisted parent companies of the Company as a result of the Tender Offer, the Tender Offeror is considered to be in a position to use its influence by directly holding shares of the Company and to have the most impact on the decision-making and business activities and will thus be subject to disclosure requirements as an unlisted parent company, etc. of the Company.
Future Outlook
Although 62,876,737 shares of the Company's Common Stock were tendered in the Tender Offer as stated above, because the Tender Offeror was not able to acquire all of the Company's Common Stock through the Tender Offer, the Tender Offeror has stated that it intends to acquire all of the Company's Common Stock excluding the treasury shares held by the Company in accordance with a series of procedures set out in "(5) Policy for organizational restructuring, etc. after the Tender Offer (matters relating to so-called "two-tier acquisitions")" of "3. Details, Grounds and Reasons of the Opinion on the Tender Offer" of "Notice of Commencement of Tender Offer for Share Certificates of the Company by K.K. MBKP Resort and Recommendation to Tender Shares" dated November 29, 2016.
As a result, it is scheduled that the Company's Common Stock will be delisted pursuant to the procedures prescribed by the Tokyo Stock Exchange, Inc. (the "TSE") in accordance with TSE's criteria for delisting shares. The Company's Common Stock will not be able to be sold or purchased at the TSE after the delisting.
The Company, upon discussion with the Tender Offeror and as soon as it is determined, will promptly announce the specific procedures to be adopted and the timing of the implementation thereof.
End Attachment: Notice on the Results of Tender Offer for Share Certificates, etc. (Securities Code: 2131) of
Accordia Golf Co., Ltd.
For inquiries, please contact: Accordia Golf Co., Ltd.
Investor Relations (K. Nose)
TEL: 03-6688-1500 (audio guidance)
E-mail: ir@accordiagolf.com
(Monday-Friday, 9:00 a.m. to 5:00 p.m. Japan Standard Time)
Accordia Golf Co. Ltd. published this content on 19 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 19 January 2017 02:46:07 UTC.
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