Ichigo Preserves and Improves Real Estate
[Provisional Translation Only]
This English translation of the original Japanese document is provided solely for information purposes. Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.
January 12, 2018
Ichigo Inc. (Tokyo Stock Exchange First Section, 2337)
Representative: Scott Callon, Chairman
Inquiries: Takeyuki Yoshimatsu, Executive Managing Director Telephone: +81-3-3502-4818www.ichigo.gr.jp/en
Transfer of Mid-Size Retail Building to 100% Subsidiary via Corporate Divestiture
Ichigo established a wholly-owned subsidiary, Ichigo Land Shinchiku Co., Ltd. ("Ichigo Land"), on October 17, 2017 to accelerate the growth of its Value-Add business and further contribute to a sustainable society. Ichigo's Board of Directors today approved and executed an agreement to transfer a mid-size Value-Add retail building to Ichigo Land via a corporate divestiture.
Note: Because this transaction is between Ichigo and a wholly-owned subsidiary and therefore does not impact Ichigo's consolidated financials, the below disclosure is more abbreviated than a third-party divestiture.
1. Purpose of the Divestiture
To accelerate the launch of Ichigo Land's Value-Add business.
2. Divestiture Overview
(a) Schedule
Ichigo Board Approval January 12, 2018 Contract Date January 12, 2018 Completion Date February 20, 2018 (expected)
Note: Because the divestiture meets the requirements of a simplified absorption-type divestiture under Article 784, Paragraph 2 of the Companies Act for Ichigo and under Article 796, Paragraph 1 of the Companies Act for Ichigo Land, neither Ichigo nor Ichigo Land will call for a shareholder vote on the divestiture.
(b) Divestiture Method
The divestiture will take the form of an absorption-type company divestiture with Ichigo as the divesting company and Ichigo Land as the succeeding company.
(c) Allotment Details
N/A
The divesture will not require any share or monetary transfer, because Ichigo Land is wholly owned by Ichigo.
(d) Share Issuance N/A
(e) Changes in Capital N/A
(f) Transfer of Rights and Obligations
Ichigo Land will succeed any and all rights and obligations pertaining to the mid-size Value-Add retail building as set out in the divestiture agreement.
(g) Prospect of Fulfillment of Obligations
Ichigo Land is expected to have no difficulties in fulfilling its obligations as the succeeding company in the divestiture.
3. Overview of Succeeding Company (Ichigo Land)
Name | Ichigo Land Shinchiku Co., Ltd. |
Address | 1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo |
Representative | Ryutaro Yamamoto, President & Representative Director |
Principal Business | Real Estate Value-Add |
Capital | JPY 50 million |
Establishment Date | October 17, 2017 |
Shares Outstanding | 1,000 shares |
Fiscal Year-End | February |
Major Shareholder | Ichigo Inc. (100%) |
Business and Financial Conditions in the Previous Fiscal Year | Since Ichigo Land was established on October 17, 2017, there are no past earnings. |
4. Overview of Divesting Company (Ichigo)
Name | Ichigo Inc. |
Address | 1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo |
Representative | Takuma Hasegawa, President & Representative Director |
Principal Business | Asset management, value-add, and clean energy |
Capital | JPY 26,686 million (as of November 30, 2017) |
Establishment Date | March 17, 2000 |
Shares Outstanding | 504,287,100 shares |
Fiscal Year-End | February |
Major Shareholder | Ichigo Trust Pte. Ltd. (49.51%) as of August 31, 2017 |
Business and Financial Conditions of Ichigo in the Previous Fiscal Year (FY17/2)
Net Assets | JPY 83,443 million |
Total Assets | JPY 273,459 million |
Net Assets per Share | JPY 159.60 |
Revenue | JPY 109,253 million |
Operating Profit | JPY 21,781 million |
Recurring Profit | JPY 19,755 million |
Net Income | JPY 14,894 million |
Net Income per Share | JPY 29.66 |
5. Overview of Business Segment to be Divested
(a) Business Details 1 mid-size Value-Add retail building (b) Financial Results (FY17/2) Revenue: JPY 182 million
(c) Assets and Liabilities to be Divested (as of November 30, 2017)
Assets | Liabilities | ||
Item | Book Value | Item | Book Value |
Current Assets | JPY 1,755 million | Current Liabilities | JPY 27 million |
Fixed Assets | - | Fixed Liabilities | JPY 128 million |
Note: The above asset and liability amounts will be adjusted as necessary based on the actual amounts as of the Completion Date.
6. Corporate Details
There will be no changes to Ichigo's Name, Address, Representative, Principal Business, Capital, or Fiscal Year-End as a result of the divestiture.
7. Earnings Outlook
While there is no change to Ichigo's FY18/2 consolidated earnings forecast as a result of the divestiture, it is expected to contribute to the further growth of Ichigo's Value-Add business.
Ichigo Inc. published this content on 12 January 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 12 January 2018 06:24:04 UTC.
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