JSP : Notice of Transfer in Parent Company and Other Affiliated Company
October 31, 2023 at 06:31 am EDT
Share
October 31, 2023
Company name:
JSP Corporation
Representative:
Tomohiko Okubo, President &
Representative Director
Code number:
7942, Tokyo Stock Exchange Prime Market
Contact:
Kazuhiro Nakajima
Executive Officer, General Manager of
Corporate Planning Division
Phone: +81-3-6212-6306
Notice of Transfer in Parent Company and Other Affiliated Company
JSP Corporation (hereinafter, the "Company") announces that MITSUBISHI GAS CHEMICAL COMPANY, INC. (hereinafter, "MGC"), the largest shareholder and the parent company of the Company will no longer be the parent company of the Company and is expected to be newly classified as an other affiliated company of the Company as of December 22, 2023.
1. Circumstances leading to the transfer
The Company resolved at the Board of Directors meeting held today to repurchase its own shares and implement a tender offer (hereinafter, the "Tender Offer") as a specific method specified under the provisions of Article 156, Paragraph 1 of the Companies Act (Act No. 86 of 2005, as amended), as applied pursuant to the provisions of Article 165, Paragraph 3 of the same Act, and the provisions of the Company's Articles of Incorporation, as announced in the "Notice Regarding Repurchase of Own Shares, Tender Offer for Repurchase of Own Shares and Dissolution of Capital and Business Alliance Agreement" disclosed today.
In addition, the Company has entered into a tender offer agreement with MGC today, 2023 to tender 3,600,000 shares (shareholding ratio (Note) : 12.08%), a part of the common shares of the Company held by MGC as of today, in the Tender Offer.
MGC is the parent company of the Company as of today, but if the Company purchases all the shares agreed to tendered in the Tender Offer, MGC will no longer be the parent company of the Company after the Tender Offer and is expected to be newly classified as an other affiliated company of the Company.
(Note)The "shareholding ratio" means the ratio based on the number of shares (29,808,029 shares) obtained by deducting the number of treasury shares (1,605,444 shares) held by the Company as of September 30, 2023, from the total number of shares issued (31,413,473 shares) as of the same
date, as stated in the "Summary of Financial Statements (Consolidated) for the Second Quarter of the Year Ending March 31, 2024〔Japanese GAAP〕" disclosed by the Company today, rounded to two decimal place. The same shall be applied hereinafter in the calculation of shareholding ratio.
2. Profile of MGC
(1)
Name
MITSUBISHI GAS CHEMICAL COMPANY, INC.
(2)
Location
Mitsubishi Building 5-2, Marunouchi 2-chomeChiyoda-ku, Tokyo
(3)
Title and Name of
Representative Director, President Masashi Fujii
Representative
(4)
Description of
Manufacture and sale of chemical products
Business
(5)
Share Capital
41.97 billion yen
(as of June 30, 2023)
(6)
Date of Incorporation
April 21, 1951
(7)
Consolidated Net
671,249 million yen (as of March 31, 2023)
Assets
(8)
Consolidated Total
1,029,317 million yen (as of March 31, 2023)
Assets
The Master Trust Bank of Japan, Ltd. (Trust Account)
14.95%
Custody Bank of Japan, Ltd. (Trust Account)
8.64%
Meiji Yasuda Life Insurance Company
4.30%
Major Shareholders
Nippon Life Insurance Company
2.86%
The Norinchukin Bank
2.46%
and Shareholding
(9)
AGC Inc.
1.72%
Ratios
National Mutual
Insurance Federation of Agricultural Cooperatives
(as of March 31, 2023)
1.58%
The Bank of Yokohama, Ltd.
1.51%
MUFG Bank, Ltd.
1.32%
JPMorgan Securities Japan Co., Ltd.
1.32%
Capital
MGC holds 16,020,882 common shares of the
Company (shareholding ratio : 53.75%) and is the
Relationship
parent company of the Company as of today.
Relationship between
As of June 29, 2023, one specially appointed executive
(10)
the Company and the
Personnel
and one employee of MGC serve as a Director and an
counterparty
Relationship
Audit & Supervisory Board member of the Company
respectively.
Business
The Company purchases Chemical
products and
Relationship
synthetic resins from MGC. In addition, the Company
has the Basic Agreement with MGC.
3. Number of voting rights and percentage of voting rights held by MGC before and after the transfer
Number of voting rights(percentage of voting rights)
Attribute
Direct owned
Portion subject to
Total
portion
aggregation
Before transfer
Parent company
160,208
796
161,004
(53.79%)
(0.27%)
(54.06%)
After transfer
Other affiliated
124,208
796
125,004
company
(47.44%)
(0.30%)
(47.74%)
(Note 1) Ratio of voting rights held before the transfer is calculated based on the number of voting rights as of March 31, 2023 (297,824) as the denominator, as stated in the Securities Report of the 65th term filed by the Company on June 29, 2023.
(Note 2) Ratio of voting rights held after the transfer is calculated based on the number of voting rights (261,824) as the denominator, which is the number of voting rights as of March 31, 2023
(297,824) as stated in the Securities Report of the 65th term filed by the Company on June 29, 2023, less the number of voting rights (36,000) pertaining to the number of shares agreed to be tendered (3,600,000 shares).
(Note 3) Ratio of voting rights held is rounded to two decimal places.
Transfer in unlisted parent companies, etc. subject to disclosure Not applicable
Future outlook
The impact of this transfer on the Company's business performance is expected to be negligible. The Company will continue to maintain a good business relationship with MGC and will work to enhance the corporate value of the group.
Attachments
Original Link
Original Document
Permalink
Disclaimer
JSP Corporation published this content on 31 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 October 2023 10:30:19 UTC.
JSP Corp is a Japan-based company mainly engaged in the manufacture and sale of plastic products with enhanced functionality and economic efficiency, mainly using foaming technology. The Company operates business through two business segments. The Extrusion segment is engaged in the manufacture and sale of polystyrene, polyethylene, polypropylene sheets, boards and others, using extrusion foam technology as its core. The Beads segment is engaged in the manufacture and sale of foamed polypropylene, foamed polyethylene, and foamed polystyrene products based on bead foaming technology. The Company also operates businesses related to the sale of general packaging materials.