June 20, 2022
Dear All:
Company name | Japan Living Warranty Inc. |
Name of | Yoshitaka Adachi |
representative | Representative director and president |
person | |
(Code: 7320 TSE Growth) | |
Contact | Atsushi Yoshikawa |
Director and General Manager of the Administrative Division | |
(TEL: 03-6276-0401) |
Announcement of Transfer of Consolidated Subsidiary (Share Transfer)
Japan Living Warranty Inc. would like to announce that pursuant to the provisions of Article 370 of the Companies Act, the Board of Directors, effective today, adopted a resolution in writing on the transfer of all issued shares in its consolidated subsidiary Yokohama House Inc. (a wholly-owned subsidiary) to Miharu Information Center Co., Ltd. as detailed below.
Subsequent to the share transfer, Yokohama House will cease to be consolidated under Japan Living Warranty.
Notice
1.Reason for the share transfer
After acquiring all shares in Yokohama House in July 2020, Japan Living Warranty provided capital and personnel-related support to the company in an effort to explore synergies with Japan Living Warranty's own business endeavors, such as seeking to have Yokohama House take charge of one facet of the real service network strategy. However, in expanding said network, Japan Living Warranty shifted its strategy to digital platform-based expansion. Having come to the conclusion that it would be difficult to fully exercise synergies with Yokohama House in the future, Japan Living Warranty decided to transfer the entirety of its equity holdings in Yokohama House to Miharu Information Center.
2.Overview of the subsidiary to be transferred
(1) | Name | Yokohama House Inc. | |||
(2) | Location | 8-52-11 Sugita, Isogo-ku,Yokohama-shi,Kanagawa-ken | |||
(3) | Name | and title | of | Representative Director Yasushi Nakamura | |
representative | |||||
(4) | Description of business | Contracting of renovation work on detached homes, | |||
apartments, shops, etc. | |||||
(5) | Stated capital | 10 million yen | |||
(6) | Date of incorporation | July 30, 2004 | |||
(7) | Major | shareholder | and | Japan Living Warranty Inc. 100% | |
stake | |||||
(8) Relation to listed company | Capital | 100% ownership. | |||
(Japan Living Warranty) | Personnel | Japan Living Warranty has dispatched |
employees to hold concurrent positions | ||
as executives at Yokohama House. | ||
Transactions | There has been consignment of repair | |
work, etc. arranged between Japan | ||
Living Warranty and Yokohama House, | ||
and transactions which include a rental | ||
agreement for the head office and | ||
lending of funds. | ||
(9) Operating results and financial condition for the 3 most recent fiscal years (yen; K=1,000)
Fiscal year | Year ending | Year ending | Year ending | |||
August 2019 | June 2020 | June 2021 | ||||
Net assets | 10,789 | K | -5,075 K | -9,096 K | ||
Total assets | 40,887 | K | 74,099 | K | 172,618 | K |
Net assets per share | 204.43 | K | -25.37 K | 45.48 | K | |
Net sales | 145,165 | K | 123,814 | K | 119,643 | K |
Operating profit/loss | 6,491 | K | 16,734 | K | -5,553 K | |
Ordinary profit/loss | 6,492 | K | 30,998 | K | -3,721 K | |
Net income/loss | 6,052 | K | -15,864 K | -3,796 K | ||
Earnings/loss per share | 30.26 | K | -79.32 K | -18.98 K | ||
Dividends per share | - yen | - yen | - yen | |||
*From the fiscal year ending June 2020, the fiscal period was changed to report financial results on a 10-month basis.
3.Overview of the share transfer counterparty
(1) | Name | Miharu Information Center Co., Ltd. | |
(2) | Location | 8-8-11 Hino, Konan-ku,Yokohama-shi, | |
Kanagawa-ken | |||
(3) | Name and title of representative | Representative Director Mahiro Haruki | |
(4) | Description of business | Real estate sales and rental agency, real estate | |
management, custom-built home sales, home | |||
renovations, etc. | |||
(5) | Stated capital | 90 million yen | |
(6) | Date of incorporation | February 1977 | |
(7) | Major shareholder and stake | Miharu Management, Inc. 65.4% | |
(8) | Relation to listed company (Japan | Capital | N/A |
Living Warranty) and to Yokohama | |||
Personnel | N/A | ||
House | |||
Transactions | N/A | ||
Situation regarding related parties | N/A | ||
*Note: At the request of the share transfer counterparty, which is an unlisted company, some information has been omitted.
4.Number of shares to be transferred, disposition price and shareholding status pre- and post- transfer
(1) | Number of shares held pre-transfer | 200 (number of voting rights: 200) | |
(2) | Shares transferred | 200 | |
(3) | Disposition price | Not published pursuant to non-disclosure | |
agreement | |||
(4) | Number of shares held post-transfer | 0 (number of voting rights: 0) | |
5.Timeline | |||
Resolution adopted by Japan Living | June 20, 2022 | ||
Warranty's Board of Directors | |||
Execution of share transfer agreement | June 20, 2022 | ||
Execution of share transfer | June 30, 2022 | ||
6.Outlook
As a result of this share transfer, Japan Living Warranty expects to record an extraordinary loss of 11 million yen in its consolidated financial results for the year ending June 2022. If any revisions to the forecasted financial results for the year ending June 2022 are deemed necessary, including changes resulting from other factors, we will issue an announcement promptly.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Japan Living Warranty Inc. published this content on 27 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 June 2022 10:53:08 UTC.