TOKYO CENTURY CORPORATION For Reference Only | November 8, 2021 |
Notice of Change in Specified Subsidiary
Tokyo Century Corporation ("Tokyo Century") hereby announces that it resolved at a meeting of the Board of Directors held today to transfer 50% of its shares in NTT Global Data Centers NAV2 Private Limited ("NAV2") to NTT Global Data Centers Holding Asia Pte. Ltd. ("GDC HC"), a consolidated subsidiary of NTT Global Data Centers Corporation ("NTT GDC"; head office: Chiyoda-ku, Tokyo; President: Yasuo Suzuki), and to transfer the respective equity interests of Tokyo Century and GDC HC to a newly established intermediate holding company ("SPV") in Singapore. As a result of this transfer of shares, NAV2, a specified subsidiary of Tokyo Century, will be classified as a change in a specified subsidiary.
１．Reason for the Change
As announced in the "Notice of Change in Specified Subsidiary" dated March 17, 2021, to acquire assets related to the data center business in India, we invested in NAV2 and made it a specified subsidiary.
Subsequently, as announced in the "NTT and Tokyo Century Collaborate on Data Center Operations in India" dated June 16, 2021, NTT GDC and Tokyo Century have started to collaborate on data center business operations in India, and have decided to transfer 50% of the shares in NAV2 held by Tokyo Century to GDC HC and also transfer their respective equity interests to a newly established SPV in Singapore to maximize investment efficiency and expand investment in the data center business. As a result of this transfer of shares, NAV2 will no longer be a subsidiary of Tokyo Century and not be categorized as our specified subsidiary.
２．Outline of the Specified Subsidiary
(1) | Company name | NTT Global Data Centers NAV2 Private Limited | ||||
(2) | Head office | Lighthall 'C' Wing, Hiranandani Business, Park, Saki Vihar Road, Chandivali, | ||||
Mumbai, Mumbai City, Maharashtra, India, 400072 | ||||||
(3) | Representative | Sharad Sanghi（Managing Director） | ||||
(4) | Business | Providing IT and facility leasing services | ||||
(5) | Paid-in capital | INR10,285,100 thousand (approximately JPY15.0 billion) | ||||
(6) | Date of establishment | February 10, 2021 | ||||
(7) | Major shareholder | Tokyo Century Corporation 99.9％ | ||||
Relationships with Tokyo | Capital | Consolidated subsidiary of Tokyo Century | ||||
(8) | Persons | Not applicable | ||||
Century | ||||||
Transactions | Not applicable | |||||
Consolidated business | ||||||
results and consolidated | ||||||
（9） financial conditions for | Not applicable as NAV2 was established on February 10, 2021 | |||||
the three most recent | ||||||
fiscal years | ||||||
３．Outline of the Transferee Company | ||||||
(1) | Company name | NTT Global Data Centers Holding Asia Pte. Ltd. | ||||
(2) | Head office | 8 Kallang Avenue #15-01/09, Aperia, Singapore 339509 | ||||
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- Representative
- Business
- Paid-incapital
- Date of establishment
- Major shareholder
- Relationships with Tokyo Century
Net assets and total （9） assets for the previous
fiscal year
Kimura Takeshi (Managing Director)
- Information Technology Consultancy (except Cybersecurity)
Activities of Head and Regional Head office; Centralized administrative offices and subsidiary management offices
SGD249,573,540 (approximately JPY19.4 billion) November 6, 2020
NTT Global Data Centers Corporation 100%
Capital | Not applicable |
Persons | Not applicable |
Transactions | Not applicable |
Status as related party | Not applicable |
Net assets: SGD248,767,717.49 (approximately 19.3 billion）
Total assets: SGD248,960,897.13 (approximately 19.3 billion)
４．Number of Shares to Be Transferred, Transfer Price, and Share Ownership before and after the Transfer
(1) | Number of shares held | 1,028,510,000 shares (percentage of voting rights: 100%） | |||
before the transfer | |||||
(2) | Number of shares to be | 514,255,000 shares (percentage of voting rights: 50%) | |||
transferred | |||||
(3) | Transfer price | Approximately JPY7.9 billion | |||
(4) | Number of shares held | - | |||
after the transfer | |||||
*1: As of November 8, 2021, the transaction currency at the time of transfer has not yet been determined; therefore, only the approximate amount in Japanese yen is shown.
*2: Tokyo Century will transfer 50% of its NAV2 shares to GDC HC, and then Tokyo Century and GDC HC will each transfer 50% of its NAV2 shares, respectively, to the SPV in Singapore. Since the SPV, which will become an equity-method affiliate of Tokyo Century, will hold 100% of NAV2 shares, the number of shares held after the transfer is indicated by "-".
５．Schedule for the Transfer
(1) | Date of resolution by the | November 8, 2021 |
Board of Directors | ||
(2) | Date of agreement | November 2021 (planned) |
Date of execution of | ||
(3) | share transfer (Transfer | December 2021 (planned) |
date of subsidiary) |
６．Future Outlook
The impact of this matter on the consolidated financial results for the fiscal year ending March 31, 2022 will be minimal.
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Contact Information:
Tokyo Century Corporation
Investor Relations Division
Keisuke Yamashita
Inquiry:https://www.tokyocentury.co.jp/en/contact/form.php
Phone: +81-3-5209-6710
(Note) This translation is prepared and provided for reference only. In the event of any discrepancy between this translated document and the original Japanese document, the original document shall prevail.
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Tokyo Century Corporation published this content on 08 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 November 2021 01:31:03 UTC.
