Thereafter, the Company had applied the Applied Shares for the Tender Offer in accordance with the basic agreement above and the Tender Offer successfully ended on
The Company hereby announces that, as a result of the Tender Offer, the Company will transfer the Applied Shares (3,160,306 SHOKO Shares) to SKTHD.
1. Number of shares transferred, transfer price, status of owned shares prior to and after the transfer
(1) Number of shares owned prior to the transfer: 4,790,153 shares
(Number of voting rights: 47,901)
(Ratio of voting rights owned: 44.00%*)
(2) Number of shares to be transferred: 3,160,306 shares
(Number of voting rights: 31,603)
(3) Transfer price:
(4) Number of shares owned after the transfer: 1,629,847 shares
(Number of voting rights: 16,298)
(Ratio of voting rights owned: 14.97%*)
*The ratio of voting rights owned sets forth the ratio compared to the number of voting rights (108,857) as of
2. Overview of Subsidiary to be Changed
(1)
(2) Address: 4-1,
(3) Title and name of representative: Representative Director & President Junichi Inaizumi
(4) Business description: Sale of chemicals, resins, metals and other industrial materials
(5) Capital amount:
(6) Date of incorporation:
(7) Major shareholders and shareholding ratio*
-
-
-
- Shoko Co., Ltd.
-
-
-
-
-
-
(8) Relationship between the Company and this Company
- Capital relationship: The Company holds 43.79%** of the shares outstanding (excluding treasury shares) of SHOKO.
- Personnel relationship: The Company's employees are seconded to SHOKO.
- Business relationship: The Company currently provides a loan to SHOKO. Furthermore, the Company and SHOKO are involved in the sale and purchase of chemicals, light metal and ceramic materials.
- Status as related party: SHOKO is a consolidated subsidiary of the Company, and therefore, SHOKO is regarded as a related party of the Company.
(9) Consolidated results of operations and financial position of the Target
- Fiscal year / Ended
- Net assets (million yen) 8,878 / 10,842 / 13,433
- Total assets (million yen) 60,979 / 58,141 / 56,113
- Net assets per share (yen) 789.04 / 965.34 / 1,198.74
- Revenue (million yen) 130,502 / 119,960 / 100,726
- Operating profit (million yen) 1,882 / 2,149 / 1,297
- Ordinary profit (million yen) 2,060 / 2,484 / 1,625
- Net profit attributable to the shareholders of the parent (million yen) 1,527 / 1,814 / 2,585
- Net profit per share (yen) 139.59 / 165.85 / 236.38
- Dividend per share (yen) 0.00 / 0.00 / 0.00
* The shareholding ratio is based on the shares outstanding (excluding treasury shares) as of
** The shareholding ratio is based on the net shares outstanding (10,938,470 shares), whereby the treasury shares held by SHOKO (332,998 shares) have been subtracted from the total shares outstanding (11,271,468 shares) as of
3. Outline of
(1)
(2) Address: 5-1, Otemachi 1-Chome, Chiyoda-ku,
(3) Title and name of representative: CEO and Representative Director
(4) Business descriptions:
1. Acquisition, holding, administration and disposition of shares
2. Providing services ancillary to the above
(5) Capital:
(6) Date of incorporation:
(7) Major shareholders and shareholding ratio:
iSigma
(8) Relationship between the Company and this company
- Capital relationship N/A
- Personnel relationship N/A
- Business relationship N/A
- Status as related parties N/A
4. Date of Change
5. Future outlook
As a result of successful completion of the Tender Offer, SHOKO will no longer be a consolidated subsidiary of the Company.
While the effect on the Company's results for this term is expected to be minor, an announcement will be made promptly in the case that it becomes clear going forward that there will be a material effect.
Full release can be viewed at www.sdk.co.jp/assets/files/english/news/2021/20210416_sdknewsrelease_e.pdf
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