TOKYO GAS CO., LTD. Press Release
Company:
Representative:
Contact:
May 19, 2021
Tokyo Gas Co., Ltd.
UCHIDA Takashi, Representative Director, President (Securities code: 9531, TSE 1 & NSE 1) NAKAJIMA Kei,
General Affairs Group Manager
Notice regarding Spin-off (Simplified Absorption-type Company Split)
Tokyo Gas Co., Ltd. (hereinafter, the "Company") hereby announces it will succeed the automatic meter reading and centralized surveillance services currently operated by TOKYO GAS i NET CORP. (hereinafter, "TOKYO GAS i NET") via a company spin-off on August 1, 2022 (tentative) and has signed an absorption-type company split agreement with TOKYO GAS i NET, based on a resolution passed today by the Company's Board of Directors. (Hereinafter, the "Spin- off")
Note that given this Spin-off entails the succession by the Company of an operating unit owned by a wholly-owned subsidiary, some of the disclosure items and details of the Spin-off have been omitted from this release.
1. Background and purpose of Spin-off
The Company provides services mainly to check if a customer forgot to turn off their gas and a remote shut-off service which uses an automatic meter reader, remote valve operator and an alarm acquisition function, by connecting a communication line from gas meters equipped with communication functions and "Station 24," a 24-hour surveillance center. Meanwhile, TOKYO GAS i NET, a wholly-owned subsidiary of the Company, operates automatic meter reading and centralized surveillance services for its customers, that is LPG operators, city gas operators and water suppliers. The automatic meter reading and centralized surveillance services provide customers with the automatic meter reader, remote valve operator and an alarm acquisition function, the same as Station 24, by connecting a communication line from gas meters equipped with communication functions to a 24-hour remote surveillance center operated by TOKYO GAS i NET.
The Spin-off will make it possible for the Company to achieve efficient business operations by integrating technology and knowhow through the concentration of Station 24 and equivalent services operated by subsidiaries.
2. Outline of Spin-off
(1) Spin-off schedule
Board of Directors resolution for signing of | |
absorption-type | May 19, 2021 |
company split agreement (the Company) | |
Directors' decision for signing of absorption-type | May 19, 2021 |
company split
agreement (spin-off company)
Signing of absorption-type company split
May 19, 2021
agreement
Date the absorption-type company split takes effect August 1, 2021 (tentative)
(2) Spin-off method
An absorption-type company split with TOKYO GAS i NET as the spin-off company and the Company as the successor company.
(3) Allotment pertaining to Spin-off
No allocation will be implemented.
- Treatment of share acquisition rights and corporate bonds with share acquisition rights following Spin-off The Company shall issue neither share acquisition rights nor corporate bonds with share acquisition rights.
- Changes in paid-in capital due to Spin-off
There will be no changes in the paid-in capital of the Company.
(6) Rights and obligations assumed by successor company
Pursuant to the provision of the absorption-type company split agreement dated May 19, 2021 that was entered into with the spin-off company, the successor company (the Company) will assume on the date of effect the rights and obligations related to the automated meter reading and centralized surveillance services operated by spin-off company.
That said, any assumption of debt due to the Spin-off by the successor company (the Company) shall be undertaken without recourse.
(7) Prospect of fulfillment of obligations
No problems are foreseen in the fulfillment of obligations by the Company and the spin-off company after the Spinoff since the assets of both the Company and the spin-off company are expected to exceed liabilities after the Spin-off and at present there are no circumstances anticipated that could impede the fulfillment of obligations to arise after the Spin-off.
3. Outline of companies involved in Spin-off
(1) Successor company (as of March 31, 2021)
(1) | Company name | Tokyo Gas Co., Ltd. |
(2) | Address | 1-5-20 Kaigan, Minato-ku, Tokyo |
(3) | Name and title of representative | UCHIDA Takashi, Representative Director, President |
(4) | Business | Gas business, etc. |
(5) | Capital | 141,844 million yen | ||||
(6) | Establishment | October 1, 1885 | ||||
(7) | Number of shares issued and | 442,436,059 shares | ||||
outstanding | ||||||
(8) | Closing date | March 31 | ||||
(9) | Major | shareholder(s) | and | The Master Trust Bank of Japan, Ltd. (Trust Account) | 8.54% | |
shareholding ratio | Nippon Life Insurance Company | 7.10% | ||||
Custody Bank of Japan, Ltd. (Trust Account) | 4.94% | |||||
Custody Bank of Japan, Ltd. (Trust Account 7) | 2.89% | |||||
Tokyo Gas Group Employees Shareholding Association | 1.97% | |||||
(10) Financial position and operating results of the latest fiscal year (Fiscal year ended March 31, 2021) | ||||||
Net assets | 1,178,271 million yen (Consolidated) | |||||
Total assets | 2,738,348 million yen (Consolidated) | |||||
Net assets per share | 2,616.37 yen (Consolidated) | |||||
Net sales | 1,765,146 million yen (Consolidated) | |||||
Operating profit | 77,675 million yen (Consolidated) | |||||
Ordinary profit 70,500 million | 70,500 million yen (Consolidated) | |||||
Profit attributable to owners | of | 49,505 million yen (Consolidated) | ||||
parent | ||||||
Profit per share | 112.26 yen (Consolidated) | |||||
(2) Spin-off company (As of March 31, 2020*) | ||||||
(1) Company name | TOKYO GAS i NET CORP. | |||||
(2) | Address | 2-3-1 Hamamatsucho, Minato-ku, Tokyo | ||||
(3) | Name and title of representative | SHIGITANI Ayumi, Representative Director, President | ||||
(4) | Business | Information processing using computers, information provision, | ||||
communication services and related consulting, etc. | ||||||
(5) | Capital | 400 million yen | ||||
(6) | Establishment | July 1, 1987 | ||||
(7) | Number of shares outstanding | 9,600 shares | ||||
(8) | Closing date | March 31 | ||||
(9) | Major | shareholder(s) | and | Tokyo Gas Co., Ltd. | 100% | |
shareholding ratio | ||||||
(10) Financial position and operating results of the latest fiscal year (Fiscal year ended March 31, 2020) | ||||||
Net assets | 4,140 million yen | |||||
Total assets | 17,379 million yen | |||||
Net assets per share | 431,305 yen | |||||
Net sales | 55,320 million yen | |||||
Operating profit | 1,422 million yen |
Ordinary profit 70,500 million | 1,422 million yen |
Profit per share | 65,632 yen |
*Tokyo Gas i-Net Co., Ltd. has not finalized its financial results for the fiscal year ended March 31, 2021, therefore the financial results for the fiscal year ended March 31, 2020 were utilized.
4. Outline of the operating unit to the succeeded
(1) Business of the operating unit to be succeeded
Business operations comprise of automatic meter reading and centralized surveillance services, and peripheral operations
(2) Financial results of the operating unit to be succeeded (fiscal year ended March 31, 2020)
Business of the operating unit to be | Net sales | at | the | The Company's net | Ratio (a/b) |
succeeded | business | to | be | sales (b) | |
succeeded (a) | |||||
Automatic meter reading and | 192 million yen | 1,925,235 million yen | 0.01% | ||
centralized surveillance services | |||||
Note: External sales are mentioned herein.
(3) Asset and liability items to be spun off and respective value (As of March 31, 2021)
Assets | Liabilities | ||||
Item | Value | Item | Value | ||
Non-current assets | 95 million yen | Non-current liabilities | ― | ||
Current assets | 8 million yen | Current liabilities | ― | ||
Total | 103 million yen | Total | ― | ||
Note: The aforementioned values were calculated based on the balance sheet statement as of March 31, 2021. In light of this, the actual value to be succeeded will reflect fluctuations to the above values up to the business day prior to the date the spin-off takes effect. ]
5. Status of the Company after the Spin-off (as of August 2, 2021 (tentative)
(1) | Company name | Tokyo Gas Co., Ltd. |
(2) | Address | 1-5-20 Kaigan, Minato-ku, Tokyo |
(3) | Name and title of representative | UCHIDA Takashi, Representative Director, President |
(4) | Business | Gas business, etc. |
(5) | Capital | 141,844 million yen |
(6) | Closing date | March 31 |
(2) Status of the spin-off company after the Spin-off (As of August 1, 2021 (tentative)
(1) Company name | TOKYO GAS i NET CORP. | |
(2) | Address | 2-3-1 Hamamatsucho, Minato-ku, Tokyo |
(3) | Name and title of representative | SHIGITANI Ayumi, Representative Director, President |
(4) | Business | Information processing using computers, information provision, |
communication services and related consulting, etc. | ||
(5) | Capital | 400 million yen |
(6) | Closing date | March 31 |
(7) Outlook
Impact from the Spin-off to the Company's consolidated earnings will be minimal as the spin-off company is a
wholly-owned subsidiary.
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Tokyo Gas Co. Ltd. published this content on 19 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 May 2021 08:19:08 UTC.
