April 16, 2021 | |
To whom it may concern | |
Name of Listed Company | Showa Denko K.K. |
Code Number | 4004 TSE First Section |
Name of Representative | Kohei Morikawa, President & CEO |
Contact | Yunia Kagawa |
General Manager | |
CSR & Corporate Communication Office | |
TEL (03) 5470-3235 |
Notice regarding Share Transfer with Change in Subsidiary
As stated in "Notice of Execution of Basic Agreement regarding Tender Offer over Subsidiary" as of March 4, 2021, Showa Denko K.K. (hereinafter referred to as the "Company") entered into a basic agreement setting forth among others, the application for 3,160,306 shares (hereinafter referred to as the "Applied Shares") of SHOKO CO., LTD. (Code number 8090, listed on the First Section of Tokyo Stock Exchange; hereinafter referred to as "SHOKO"), the Company's consolidated subsidiary, among the shares of SHOKO owned by the Company, in a tender offer (hereinafter referred to as the "Tender Offer") for the common shares issued by SHOKO (hereinafter referred to as the "SHOKO Shares") with the Tender Offer being made by SKT Holdings Ltd., (hereinafter referred to as "SKTHD"), a wholly-owned subsidiary of iSigma Business Advancement Fund III Investment LLP managed and operated by iSigma Capital Corporation (hereinafter referred to as "iSigma Capital").
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 April 15, 2021.
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.
Notes
1. Number of shares transferred, transfer price, status of owned shares prior to and after the transfer
(1) | Number of shares owned | 4,790,153 shares |
(Number of voting rights: 47,901) | ||
prior to the transfer | (Ratio of voting rights owned: 44.00%*) | |
(2) | Number of shares to be | 3,160,306 shares |
transferred | (Number of voting rights: 31,603) | |
(3) | Transfer price | 2,515,603,576 Yen (796 Yen per share) |
1 |
(4) | Number of shares owned | 1,629,847 shares |
(Number of voting rights: 16,298) | ||
after the transfer | (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 December 31, 2020, as published in the Annual Securities Report for the 101st Term submitted by SHOKO on March 30, 2021.
2. Overview of Subsidiary to be Changed.
(1) | Name | Shoko Co., Ltd. | ||
(2) | Address | 4-1, Shiba Koen 2-Chome,Minato-ku, Tokyo | ||
(3) | Title and name of | Representative Director & President | ||
representative | Junichi Inaizumi | |||
(4) | Business description | Sale of chemicals, resins, metals and other industrial materials | ||
(5) | Capital amount | 8,021 million yen (as of December 31, 2020) | ||
(6) | Date of incorporation | May 28, 1947 | ||
Showa Denko K.K. | 43.79% | |||
The Master Trust Bank of Japan, Ltd. (Trust Account) | 3.49% | |||
Custody Bank of Japan, Ltd. (Trust Account) | 1.67% | |||
Shoko Co., Ltd. Employees Shareholding Association | 1.38% | |||
Major shareholders | ||||
Custody Bank of Japan, Ltd. (Trust Account 5) | 0.99% | |||
(7) | and shareholding | |||
Sompo Japan Insurance Inc. | 0.93% | |||
ratio* | ||||
Mizuho Bank, Ltd. | 0.86% | |||
Takako Nakama | 0.84% | |||
Custody Bank of Japan, Ltd. (Trust Account 6) | 0.82% | |||
Custody Bank of Japan, Ltd. (Trust Account 1) | 0.78% | |||
Capital | The Company holds 43.79%** of the shares outstanding | |||
relationship | (excluding treasury shares) of SHOKO. | |||
Relationship | Personnel | The Company's employees are seconded to SHOKO. | ||
relationship | ||||
(8) | between the | |||
The Company currently provides a loan to SHOKO. | ||||
Company and this | Business | |||
Furthermore, the Company and SHOKO are involved in the | ||||
Company | ||||
relationship | sale and purchase of chemicals, light metal and ceramic | |||
materials. | ||||
Status as related | SHOKO is a consolidated subsidiary of the Company, and | |||
therefore, SHOKO is regarded as a related party of the | ||||
party | ||||
Company. | ||||
2 |
(9) | Consolidated results of operations and financial position of the Target | |||
Fiscal year | Ended December 2018 | Ended December 2019 | Ended December 2020 | |
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 | 1,527 | 1,814 | 2,585 | |
shareholders of the parent | ||||
(million yen) | ||||
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 December 31, 2020, as stated in the Annual Securities Report for the 101st Term submitted by SHOKO on March 30, 2021.
- 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 December 31, 2020, as stated in the Annual Securities Report for the 101st Term submitted by SHOKO on March 30, 2021. Please note that the ratio has been rounded off to two decimal places.
3. Outline of SKT Holdings Ltd.,
(1) | Name | SKT Holdings Ltd., |
(2) | Address | 5-1, Otemachi 1-Chome,Chiyoda-ku, Tokyo |
(3) | Title and name of | CEO and Representative Director |
representative | Akihiko Watanabe | |
(4) | Business descriptions | 1. Acquisition, holding, administration and disposition of shares |
2. Providing services ancillary to the above | ||
(5) | Capital | 10,000 yen |
(6) | Date of incorporation | October 16, 2020 |
3 |
(7) | Major shareholders | iSigma Business Advancement Fund III Investment LLP | 100% | |
and shareholding ratio | ||||
Capital relationship | N/A | |||
(8) | Relationship between | Personnel relationship | N/A | |
the Company and this | ||||
Business relationship | N/A | |||
company | ||||
Status as related parties | N/A | |||
- Date of Change
April 22, 2021 (Commencement Date of Settlement for the Tender Offer) - 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.
End.
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Showa Denko KK published this content on 16 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 April 2021 06:32:02 UTC.