Heiwa Real Estate : June 07, 2024Notice of Change concerning the Company’s Major Shareholders and Largest Shareholder(175KB)

2024.5.29Draft

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

June 7, 2024

For immediate release

Kiyoyuki Tsuchimoto, Representative Executive Officer, President and CEO Heiwa Real Estate Co., Ltd.

1-10, Nihonbashi Kabuto-cho,Chuo-ku, Tokyo

(Code No. 8803) TSE Prime Market, NSE Premier Market, Fukuoka, and Sapporo

Notice of Change concerning the Company's Major Shareholders and Largest Shareholder

Heiwa Real Estate Co., Ltd. (hereafter, the "Company") announced today that it expects a change concerning its major shareholders and largest shareholder. Details are as follows.

1. Expected date of the change June 10, 2024
2. Summary of the change

As announced in its news release issued today, "Notice regarding Conclusion of Capital and Business Alliance Agreement between Heiwa Real Estate Co., Ltd. and Taisei Corporation, and Establishment of Tripartite Collaborative Relationship including Mitsubishi Estate Co., Ltd.," the Company has concluded a capital and business alliance agreement with Taisei, through which Taisei will acquire all of the Company's shares held by Simplex, and a portion held by Mitsubishi Estate Co., Ltd. As a result of these acquisitions (hereafter, the "Acquisitions"), Taisei will replace Simplex as both a major shareholder and the Company's largest shareholder.

3. Overview of the changes among shareholders

(1) Details of the company to be newly categorized as a major shareholder and the largest shareholder

(1)	Company name	Taisei Corporation
(2)	Address	1-25-1Nishi-Shinjuku,Shinjuku-ku, Tokyo 163-0606, Japan
(3)	Representative officer	Yoshiro Aikawa, President and Chief Executive Officer
		Planning, surveying, design, supervising, construction and installation,
(4)	Main businesses	engineering, management, and consulting related to building works, civil
engineering works, plant installation works, and other construction
		works of all kinds
(5)	Paid-in capital	¥122,742 million
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(2) Details of the company that will no longer be categorized as a major shareholder nor the largest shareholder

(1)	Company name	Simplex Asset Management Co., Ltd.
(2)	Address	1-5-1 Marunouchi, Chiyoda-ku, Tokyo 100-6527, Japan
(3)	Representative officer	Hiromasa Mizushima, President and CEO
(4)	Main businesses	Investment trust management and marketable securities-related
discretionary investment management and consulting
(5)	Paid-in capital	¥370 million

4. Number of voting rights, shares, and percentage of total voting rights held by the shareholders, below, before and after the Acquisitions

1. Taisei Corporation

	Shareholder	Number of voting rights	Percentage of total	Ranking among
	category	(Number of shares held)	voting rights held	shareholders*2
Before the
Acquisitions (as	―	5,326 voting rights	1.49%*1, *4	Sixth
of March 31,	(532,600 shares)
2024)
	Major
After the	shareholder and	67,501 voting rights	18.88%*1, *3, *4	First
Acquisitions	largest	(6,750,100 shares)

shareholder

*1 The percentage of total voting rights held before and after the Acquisitions was calculated based on a total of 357,527 voting rights granted to shareholders, which was reached by subtracting 2,901,300 treasury shares and 205,996 shares without voting rights as of March 31, 2024, from a total of 38,859,996 shares issued as of the same date. The number of voting rights include single votes per 100 shares that are held under the Company's name in the shareholder register but not actually possessed by the Company.

*2 The ranking among shareholders is based on the shareholder register as of March 31, 2024.

*3 As announced in its news release issued today, "Notice of Decision to Conduct a Share Repurchase through the Tokyo Stock Exchange Trading Network for Off-Floor Share Repurchases," the Company plans to acquire its own shares from a shareholder that intends to sell its shareholdings. Due to the resultant shift in the Company's shareholding structure following this planned share repurchase, the percentage of total voting rights held by Taisei will increase to 20.12%, and, accordingly, it will be categorized as an associated company (defined as holding over 20% of voting rights). This percentage of total voting rights was calculated by subtracting the number of voting rights corresponding to the shares that the Company expects to acquire through its share repurchase on June 10, 2024, from the total of 357,527 voting rights granted to shareholders as of March 31, 2024.

*4 Figures for the percentage of total voting rights held have been rounded to two decimal places.

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(2) Simplex Asset Management Co., Ltd.

	Shareholder	Number of voting rights	Percentage of total	Ranking among
	category	(Number of shares held)	voting rights held	shareholders*1
Before the	Major
Acquisitions (as	shareholder and	58,290 voting rights	16.30%*2, *3	First
of March 31,	largest	(5,829,000 shares*1)
2024)	shareholder
After the	―	―	―	―
Acquisitions

*1 The number of shares held is based on the number reported by Simplex, and the Company has not been able to confirm the actual number in its shareholder register. The ranking among shareholders is based on the shareholder register as of March 31, 2024.

*2 The percentage of total voting rights held before the Acquisitions was calculated based on a total of 357,527 voting rights granted to shareholders, which was reached by subtracting 2,901,300 treasury shares and 205,996 shares without voting rights as of March 31, 2024, from a total of 38,859,996 shares issued as of the same date. The number of voting rights include single votes per 100 shares that are held under the Company's name in the shareholder register but not actually possessed by the Company.

*3 Figures for the percentage of total voting rights held have been rounded to two decimal places.

1. Changes concerning unlisted parent companies subject to disclosure rules Not applicable
2. Expected impact on financial results

The Company does not expect any impact on its consolidated financial results following the changes described above.

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