June 8, 2021
To whom it may concern
(This is an English translation of the Japanese original)
Company: | SOHGO SECURITY SERVICES CO., LTD. |
Representative: | Yukiyasu Aoyama, |
President and Representative Director | |
(Securities Code: 2331, TSE 1st Sec.) | |
Contact: | Eitoku Kato, General Manager of IR Office |
(Phone: +81-3-3423-2331) |
Notice Concerning Absorption-type Merger of Wholly Owned Subsidiary
(Simplified Merger and Short-form Merger)
SOHGO SECURITY SERVICES CO., LTD. (hereinafter, the "Company") announces that at the meeting of Board of Directors held on June 8, 2021, the Company resolved to carry out an absorption-type merger (hereinafter, the "Merger") of its wholly owned subsidiary, ALSOK LEASING CO., LTD. (hereinafter, the "ALSOK LEASING"), effective from April 1, 2022.
The Company omitted some disclosure items and details because the Merger is a simplified absorption-type merger of a wholly owned subsidiary.
-
Purpose of the Merger
ALSOK LEASING have been providing lease and installment sales of security equipments such as surveillance camera and access control system and various properties such as fire prevention equipment including fire alarm system. With the purpose of streamlining the organization of the Company and its subsidiaries, we decided to carry out the absorption-type merger of ALSOK LEASING. - Outline of the Merger
- Schedule
1 | Date of the resolution of the Board of Directors | June 8, 2021 |
2 | Date of signing of the Merger agreement | June 8, 2021 |
3 | Effective date of the Merger | April 1, 2022 (planned) |
As the Merger falls under a simplified absorption-type merger as prescribed in Article 796, Paragraph 2 of the Companies Act in relation to the Company, and a short-form merger as prescribed in Article 784, Paragraph 1 of the same act in relation to ALSOK LEASING, the Merger agreement will be approved without convening General Meeting of Shareholders of either companies.
(2) Method of the Merger
The Merger will be an absorption-type merger with the Company as the surviving company. ALSOK LEASING will be dissolved.
(3) Details of allotment related to the Merger
As ALSOK LEASING is a wholly owned subsidiary of the Company, no shares or money will be allotted as a result of the Merger.
- Handling of stock acquisition rights and bonds with stock acquisition rights upon the Merger No applicable items.
3. Overview of the companies involved in the Merger
Surviving Company | Absorbed Company | |||
(1) Company name | SOHGO SECURITY SERVICES | ALSOK LEASING CO., LTD. | ||
CO., LTD. | ||||
(2) Head office | 1-6-6 Motoakasaka, Minato-ku, | Shin-kokusai Building 3-4-1 | ||
location | Tokyo | Marunouchi, Chiyoda-ku, Tokyo | ||
(3) Representative | Atsushi Murai, Chairman and | Hirohisa Hokari, Chairman and | ||
Representative Director | Representative Director | |||
Yukiyasu Aoyama, President and | Yuji Iizuka, President and | |||
Representative Director | Representative Director | |||
(4) Main lines of | Security Services | Lease and installment sales | ||
business | General Property Management and | business of security equipment, fire | ||
Fire Protection Services | prevention equipment, energy | |||
Long-term Care Services | saving equipment, informations | |||
etc. | communication equipment, | |||
equipment for stores and offices, | ||||
medical equipment, and vehicles | ||||
and other transportation equipment | ||||
etc. | ||||
(5) Capital | ¥18,675million | ¥100 million | ||
(6) Date established | July 16, 1965 | April 3, 1996 | ||
(7) Number of shares | 102,040,042 shares | 2,000 shares | ||
issued | (As of March 31, 2021) | (As of March 31, 2021) | ||
(8) Fiscal year end | March 31 | March 31 | ||
(9) Major | SOHGO CORPORATION | 7.29% | SOHGO SECURITY SERVICES | |
Shareholders and | Japan Master Trust Bank,Ltd. | CO., LTD. | 100% | |
Shareholding ratio | (Trust account)) | 6.31% | ||
Saitama Machinery Co., Ltd. 5.21% | ||||
Custody Bank of Japan, Ltd. | ||||
(Trust account) | 5.11% | |||
Kamakura Corporation | 4.09% | |||
Employees Shareholding Association | ||||
3.66% | ||||
Custody Bank of Japan, Ltd. (as | ||||
trustee for Mizuho Bank Ltd. | ||||
Retirement Benefit Trust Account | ||||
re-entrusted by Mizuho Trust and | ||||
Banking Co., Ltd.) | 2.92% | |||
Kizuna Corporation | 2.91% | |||
Atsushi Murai | 2.84% |
SMBC Trust Bank Ltd. (as trustee for | ||||||
retirement benefit of Sumitomo | ||||||
Mitsui Banking Corporation) | 2.70% | |||||
(As of March 31, 2021) | ||||||
(10) Financial | Fiscal year ended March 31, 2021 | Fiscal year ended March 31, 2021) | ||||
Position and results | Net assets | ¥224.3 billion | Net assets | ¥0.5 billion | ||
of operation for the | Total assets | ¥319.6 | billion | Total assets | ¥23.5 billion | |
most recent fiscal | Net assets per | ¥2,215.25 | Net assets per | ¥254,502.91 | ||
year | share | share | ||||
Net sales | ¥244.4 billion | Net sales | ¥9.5 billion | |||
Operating | ¥18.7 billion | Operating | ¥0.9 billion | |||
income | income | |||||
Ordinary income | ¥29.2 billion | Ordinary | ¥0.4 billion | |||
income | ||||||
Profit | Profit | |||||
attributable to | ¥23.1 billion | attributable to | ¥0.2 billion | |||
owners of parent | owners of | |||||
parent | ||||||
Net income per | ¥228.00 | Net income per | ¥143,047.48 | |||
share | share | |||||
4. Status after the Merger
There will be no changes in company name, head office location, name and title of representative, main lines of business, capital, or fiscal year end of the Company.
5. Future outlook
Since this is a merger of a wholly owned subsidiary of the Company, the effect of the Merger on
the Company's consolidated results of operations is immaterial.
===========================================
For inquiries: Eitoku Kato, General Manager of IR Office
E-mail:alsok-ir@alsok.co.jp
URL: https://www.alsok.co.jp/en/ir/index.html
Attachments
- Original document
- Permalink
Disclaimer
SOHGO Security Services Co. Ltd. published this content on 08 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 June 2021 06:10:03 UTC.