SEVEN & I HOLDINGS CO., LTD. July 1, 2021
Company Name: Seven & i Holdings Co., Ltd. Representative: lRyuichi Isaka,
President & Representative Director (Code No. 3382/First Section of the Tokyo Stock Exchange)
Notice Regarding the Company Split within the Group (Simple Absorption-Type Company Split)
At the Board of Directors' meeting on July 1, 2021, Seven & i Holdings Co., Ltd. (the "Company") passed a resolution to transfer the rights and obligations concerning the management business of Peace Deli Co., Ltd. ("Peace Deli"), a wholly owned subsidiary of the Company, to Ito-Yokado Co., Ltd. ("Ito-Yokado") and York Co., Ltd. ("York") by means of a company split (the "Company Split"), as mentioned below.
The Company Split regards our wholly-owned subsidiaries as the succeeding companies, so the matters to be disclosed and the content thereof has been partially omitted.
1. Objectives of the Company Split
To promote the Tokyo metropolitan area food strategy, the Seven & i Group (the "Group") changed the trading name of York Mart Co., Ltd. to York on June 1, 2020. We also undertook a reorganization in which a total of 20 Shokuhinkan and THE PRICE stores were transferred from Ito-Yokado.
Based on our Medium-Term Management Plan, announced on July 1, 2021, we have decided to undertake a further reorganization with a view to building a common infrastructure and expanding joint procurement functions for the purpose of promoting the Group food strategy as part of our Group strategy. By strengthening cooperation with Ito-Yokado and York, the Company aims to build a common infrastructure for the Group and thus to realize a high-quality and efficient product supply system. To this end, the Company will transfer 60% of its shares in Peace Deli, a wholly owned subsidiary, to Ito-Yokado and York, with each receiving 30%. The Company will retain a portion of its Peace Deli shares and will continue participating in initiatives related to the Group food strategy, with a view to collaborating with other Group operating companies.
2. Outline of the Company Split
(1) Schedule for the Company Split
Date when the absorption-type split contract was approved | July 1, 2021 |
at the Board of Directors' meeting | |
Date when the absorption-type split contract was concluded | July 1, 2021 |
Planned date for the absorption-type split (Effective date) | September 1, 2021 |
- The Company Split qualifies as a simple absorption-type split under the provision of Article 784, Pargraph 2 of the Companies Act, so a resolution approving the split will not be obtained at our Shareholders' Meeting.
- Structure of the Company Split
Absorption-type split in which the Company is the split company and both Ito-Yokado and York are the succeeding companies.
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(3) Outline of the allotment in relation to the Company Split
Ito-Yokado and York, the succeeding companies, are wholly-owned subsidiaries of the Company, so shares, money or other consideration for the Company Split will not be issued to the Compay.
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Handling of share subscription rights and corporate bonds with share subscription rights in relation to the Company Split
Not applicable. - Capital that increases or decreases in relation to the Company Split
The stated capital of the Company will not change in relation to the Company Split.
(6) Rights and obligations assumed by the succeeding companies
Ito-Yokado and York will each receive 30% of Peace Deli shares, which are currently 100% owned by the Company, as a result of the Company Split.
(7) Prospect of discharging liabilities
In regard to the Company Split, the succeeding companies will not succeed debt.
3. Overview of the Companies involved in the Company Split (FY2021)
(1) The split company (As of February 28, 2021)
(ⅰ) | Company name | Seven & i Holdings Co., Ltd. | |
(ⅱ) | Original location | 8-8, Nibancho, Chiyoda-ku, Tokyo | |
(ⅲ) | Title and name of | Ryuichi Isaka, President and Representative Director | |
representative | |||
Planning, management, and operation of the corporate group for each | |||
business, centered on Domestic convenience store operations, | |||
(ⅳ) | Area of operation | Overseas convenience store operations, Superstore operations, | |
Department store operations, Financial Services and Specialty store | |||
operations, etc. | |||
(ⅴ) | Stated capital | 50.0 billion yen | |
(ⅵ) | Date of establishment | September 1, 2005 | |
(ⅶ) | Total shares issued | 886,441,983 shares | |
(ⅷ) | Business year end | End of February | |
THE MASTER TRUST BANK OF JAPAN, LTD. | 9.6% | ||
(TRUST ACCOUNT) | |||
ITO-KOGYO CO., LTD. | 8.0% | ||
CUSTODY BANK OF JAPAN, LTD. | 5.5% | ||
(TRUST ACCOUNT) | |||
SMBC NIKKO SECURITIES INC. | 2.7% | ||
NIPPON LIFE INSURANCE COMPANY | |||
(STANDING PROXY: | 2.0% | ||
(ⅸ) | Major shareholders and their | THE MASTER TRUST BANK OF JAPAN, LTD.) | |
percentage holdings | MASATOSHI ITO | 1.9% | |
MITSUI & CO., LTD. | |||
(STANDING PROXY: | 1.8% | ||
TRUST & CUSTODY SERVICES BANK, LTD.) | |||
JAPAN SECURITIES FINANCE CO., LTD. | 1.8% | ||
CUSTODY BANK OF JAPAN, LTD. | 1.8% | ||
(TRUST ACCOUNT 4) | |||
STATE STREET BANK WEST CLIENT-TREATY | 1.4% | ||
505234 (STANDING PROXY: MIZUHO BANK, LTD.) | |||
- Consolidated financial status and business performance from the last fiscal year
Net assets | 2,831,335 million yen |
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Total assets | 6,946,832 million yen | ||
Net assets per share | 3,022.68 yen | ||
Revenues from operations | 5,766,718 million yen | ||
Operating income | 366,329 | million yen | |
Ordinary income | 357,364 | million yen | |
Net income attributable to | 179,262 | million yen | |
owners of parent | |||
Net income per share | 203.03 yen | ||
- The succeeding company (As of February 28, 2021) Ito-Yokado Co., Ltd
(ⅰ) | Company name | Ito-Yokado Co., Ltd. | |
(ⅱ) | Original location | 8-8, Nibancho, Chiyoda-ku, Tokyo | |
(ⅲ) | Title and name of | Tomihiro Saegusa, President and Representative Director | |
representative | |||
(ⅳ) | Area of operation | Retail business | |
(ⅴ) | Stated capital | 40.0 billion yen | |
(ⅵ) | Date of establishment | March 1, 2006 | |
(ⅶ) | Total shares issued | 400,000,000 shares | |
(ⅷ) | Business year end | End of February | |
(ⅸ) | Shareholder and its | Seven & i Holdings Co., Ltd. | 100.0% |
percentage holdings | |||
(ⅹ) | Financial status and business performance from the last fiscal year | ||
Net assets | 512,489 million yen | ||
Total assets | 682,167 million yen | ||
Net assets per share | 1,281.22 yen | ||
Revenues from operations | 1,053,284 million yen | ||
Operating income | 7,781 million yen | ||
Ordinary income | 7,698 million yen | ||
Net income | (3,705) million yen | ||
Net income per share | (9.26) yen | ||
York Co., Ltd
(ⅰ) | Company name | York Co., Ltd. | |
(ⅱ) | Original location | 2-5-10, Aomi, Koto-ku, Tokyo | |
(ⅲ) | Title and name of | Masato Otake, President and Representative Director | |
representative | |||
(ⅳ) | Area of operation | Retail business | |
(ⅴ) | Stated capital | 3.0 billion yen | |
(ⅵ) | Date of establishment | December 25, 1975 | |
(ⅶ) | Total shares issued | 10,000,000 shares | |
(ⅷ) | Business year end | End of February | |
(ⅸ) | Shareholder and its | Seven & i Holdings Co., Ltd. | 100.0% |
percentage holdings | |||
- Financial status and business performance from the last fiscal year
Net assets | 43,700 million yen |
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Total assets | 67,998 million yen | |
Net assets per share | 4,370.06 yen | |
Revenues from operations | 182,219 million yen | |
Operating income | 3,253 million yen | |
Ordinary income | 3,290 million yen | |
Net income | 963 million yen | |
Net income per share | 120.41 yen | |
4. Overview of the business division to split
(1) The split business
Management business of Peace Deli
- Business performance of the business to split in the fiscal year ended February 28, 2021 There aren't any matters to mention.
- Capital and debt items, and the amounts to split
The Company Split with Ito-Yokado as the succeeding company
Assets | Liabilities | ||
Item | Book value | Item | Book value |
Shares | 6,186 million yen |
The Company Split with York as the succeeding company
Assets | Liabilities | ||
Item | Book value | Item | Book value |
Shares | 6,186 million yen | ||
5. Status of Seven & i Holdings, Ito-Yokado, and York after the Company Split
The trading name, business description, head office location, representative's name and title, stated capital, or fiscal year-end of all three companies will remain unchanged.
6. Future outlook
This split is made between our wholly-owned subsidiaries, and its effect on our consolidated results is negligible.
Reference:
The consolidated financial results forecast for this fiscal year and consolidated results for the last fiscal year (The consolidated financial results forecast for this fiscal year was released on July 1, 2021)
(Millions of yen) | ||||
Revenues from | Operating | Net income | ||
Ordinary income | attributable to | |||
operations | income | |||
owners of parent | ||||
Forecast of business results | 8,038,000 | 380,000 | 343,500 | 190,000 |
for FY2022 (Entire year) | ||||
Business results for FY2021 | 5,766,718 | 366,329 | 357,364 | 179,262 |
(Entire year) | ||||
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Disclaimer
Seven & I Holdings Co. Ltd. published this content on 01 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 July 2021 06:03:36 UTC.
