November 12, 2018
To Whom It May Concern,
Listed Company's Name: | |
Representative: | |
President | |
(Code Number: | 5401, First Section of the TSE, First Section of the |
NSE, FSE, and SSE) | |
Contact: | Fumiaki Onishi, General Manager, Public Relations |
Center | |
(Telephone: | +81-3-6867-2135, 2146, 2977, 3419) |
Listed Company's Name: | Nisshin Steel Co., Ltd. |
Representative: | Kinya Yanagawa, President & CEO, and |
Representative Director | |
(Code Number: | 5413, First Section of the TSE) |
Contact: | Hirokazu Kuwasako, Executive Officer, General |
Manager, General Administration Dept. | |
(Telephone: | +81-3-3216-5566) |
Nippon Steel & Sumitomo Metal Corporation Kosei Shindo, Representative Director and
Notice Regarding the Declaration of Effectiveness of the Registration Statement Filed on Form
F-4 with the U.S. Securities and Exchange Commission
Nippon Steel & Sumitomo Metal Corporation ("NSSMC") and Nisshin Steel Co., Ltd. ("Nisshin Steel") resolved on May 16, 2018 to conduct a share exchange effective as of January 1, 2019 wherein NSSMC will become a wholly owning parent company and Nisshin Steel will become a wholly owned subsidiary (the "Share Exchange"). NSSMC and Nisshin Steel entered into a share exchange agreement regarding the Share Exchange as of the same day.
NSSMC hereby announces that NSSMC has filed a registration statement on Form F-4 (the "Form F-4") with the U.S. Securities and Exchange Commission (the "SEC") on November 2, 2018 (U.S. Eastern Daylight Time, "EDT"), pursuant to the U.S. Securities Act of 1933, prior to Nisshin Steel's extraordinary shareholders meeting to approve the Share Exchange, and that the Form F-4 has been declared effective as of November 9, 2018 (EDT).
1. Contents of the Filed Form F-4
The filed Form F-4 includes NSSMC's consolidated financial statements prepared in accordance with International Financial Reporting Standards ("IFRS"), as well as qualitative information such as the structure of the Share Exchange, business overview of NSSMC, and analysis of the financial condition and results of NSSMC. The consolidated financial statements under IFRS were prepared for the purpose of being included in the Form F-4 filed with the SEC in connection with the Share Exchange.
In addition, as previously announced in the press release dated March 2, 2018, "Notice of Voluntary Adoption of International Financial Reporting Standards (IFRS)," NSSMC plans to voluntarily adopt IFRS for the consolidated financial statements for the fiscal year ending March 31, 2019. While an annual report of NSSMC on Form 20-F, which will include consolidated financial statements under IFRS as of and for the fiscal year ended March 31, 2019, is planned to be filed with the SEC, NSSMC will subsequently terminate its registration to the SEC and has no plan at present to prepare and file any annual reports for subsequent periods.
2. Where to View the Filed Form F-4
The filed Form F-4 can be viewed and obtained on EDGAR, the SEC's Electronic Data Gathering, Analysis and Retrieval system. (https://www.sec.gov/Archives/edgar/data/1140471/000119312518316702/0001193125-18-316702-index.htm)
(Reference)
Major financial information of NSSMC under IFRS included in the Form F-4
Summary of the reconciliation between Japanese Generally Accepted Accounting Principles and IFRS
Consolidated statements of financial position as of March 31, 2017 and 2018
Consolidated statements of profit or loss/Consolidated statements of comprehensive income for the years ended March 31, 2017 and 2018
The attached reference materials are excerpts of the financial statements and other information in the Form F-4 and do not purport to represent the entire contents included in the Form F-4.
End
Prior to the Share Exchange with Nisshin Steel, NSSMC filed a registration statement on Form F-4 with the SEC. The Form F-4 includes a prospectus and other documents. With the Form F-4 coming into effect, the prospectus filed as part of the Form F-4 will be sent to the U.S. shareholders of Nisshin Steel before the date of Nisshin Steel's shareholders meeting wherein voting rights are scheduled to be exercised to approve the Share Exchange. The Form F-4 and the prospectus contain important information, such as information on NSSMC and Nisshin Steel, information on the Share Exchange, and other related information. The U.S. shareholders of Nisshin Steel are kindly requested to carefully read the Form F-4, the prospectus and other documents that have been filed with the SEC in relation to the Share Exchange, before exercising their voting rights relating to the Share Exchange at the shareholders meeting. All documents filed with the SEC in relation to the Share Exchange are publicized free of charge on the SEC website atwww.sec.gov. Furthermore, such documents will be mailed free of charge upon request. To make a request, please refer to the contact below.
Contact for inquiries about the Share Exchange:
Company name: Nippon Steel & Sumitomo Metal CorporationAddress: 6-1, Marunouchi 2-chome, Chiyoda-ku, TokyoContact person: Fumiaki Onishi, General Manager, Public Relations CenterTEL: E-mail: 03-6867-2130ohnishi.x97.fumiaki@jp.nssmc.com | Company name: Nisshin Steel Co., Ltd. Address: 4-1, Marunouchi 3-chome, Chiyoda-ku, TokyoContact person: Mitsuhiro Murashita, PR Team and Secretary of General Administration Dept. TEL: E-mail: 03-3216-5566 murashita.m977@nisshin-steel.co.jp |
Consolidated Statements of Financial Position
(Millions of Yen)
As of March 31, 2018 | As of March 31, 2017 | As of the transition date to IFRS(April 1, 2016) | |
Assets Current assets Cash and cash equivalents Trade and other receivables Inventories Other financial assets Other current assets Total current assets Non-current assets Property, plant and equipment Goodwill Intangible assets Investments accounted for using the equity method Other financial assets Defined benefit assets Deferred tax assets Other non-current assets Total non-current assets Total assets Liabilities and equity Liabilities Current liabilities Trade and other payables Bonds, borrowings and lease liabilities Other financial liabilities Income taxes payable Other current liabilities Total current liabilities Non-current liabilities Bonds, borrowings and lease liabilities Other financial liabilities Defined benefit liabilities Deferred tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities | 142,869 832,040 1,399,821 19,178 139,066 | 123,929 823,297 1,233,162 11,760 135,511 | 121,183 685,707 1,124,692 14,311 123,392 |
2,532,977 | 2,327,661 | 2,069,288 | |
3,123,857 42,263 97,131 799,239 1,007,627 109,010 34,944 9,082 | 3,092,202 44,563 97,674 764,999 968,874 86,881 63,250 9,046 | 2,843,347 39,774 95,039 685,407 750,253 49,611 59,905 7,622 | |
5,223,157 | 5,127,492 | 4,530,961 | |
7,756,134 | 7,455,153 | 6,600,250 | |
1,580,597 505,384 674 45,350 28,189 | 1,452,694 526,493 2,998 33,621 25,070 | 1,141,493 490,084 8,461 26,973 27,108 | |
2,160,194 | 2,040,878 | 1,694,121 | |
1,652,371 6,572 173,619 95,351 143,127 | 1,688,435 7,932 192,558 102,244 135,797 | 1,616,253 9,954 135,189 49,896 105,639 | |
2,071,043 | 2,126,967 | 1,916,933 | |
4,231,238 | 4,167,846 | 3,611,055 |
(Millions of Yen)
As of March 31, 2018 | As of March 31, 2017 | As of the transition date to IFRS(April 1, 2016) | |
Equity Common stock Capital surplus Retained earnings Treasury stock Other components of equity Total equity attributable to owners of the parent Non-controlling interests Total equity | 419,524 386,867 2,141,658 (132,162) 321,101 | 419,524 386,869 2,000,336 (132,063) 256,568 | 419,524 383,010 1,838,449 (87,942) 188,886 |
3,136,991 | 2,931,234 | 2,741,929 | |
387,905 | 356,072 | 247,266 | |
3,524,896 | 3,287,307 | 2,989,195 | |
Total liabilities and equity | 7,756,134 | 7,455,153 | 6,600,250 |
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Nippon Steel & Sumitomo Metal Corporation published this content on 12 November 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 12 November 2018 00:08:06 UTC