FAMILYMART CO., LTD. This share exchangeismadefor the securities ofa Japanese company. Thisshareexchange is subject todisclosure requirements of Japan that aredifferent fromthose of the United States. Financial information included in this notice has been prepared in accordance with generally accepted Japanese accounting standards and may not becomparabletothefinancial statements of United Statescompanies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in a foreign country, and someorall of its officersare residents ofaforeign country. You maynot beableto sueaforeign companyoritsofficersin a foreign court for violations of the U.S. securities laws. It maybedifficult tocompela foreign companyand its affiliates to subject themselves toa U.S. court's judgment.
You should beawarethat the issuer maypurchase securities otherwise than pursuant to the share exchangeagreement, such as in open market orprivately negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document for all purposes.
May 26, 2016
Notice Regarding Transfer of Subsidiaries in Association with the Management Integration with UNY Group Holdings Co., Ltd.As per the announcement in the news release "Notice Regarding the Execution of the Absorption-Type Merger Agreement between FamilyMart Co., Ltd. and UNY Group Holdings Co., Ltd. and Absorption-Type Demerger Agreement between FamilyMart Co., Ltd. and Circle K Sunkus Co., Ltd., and the Change of Company Name" dated on February 3, 2016 ("Release Dated on February 3, 2016"), FamilyMart Co., Ltd. ("FamilyMart") executed an absorption-type merger agreement ("Absorption-Type Merger Agreement") regarding an absorption-type merger ("Absorption-Type Merger") with UNY Group Holdings Co., Ltd. ("UNY Group Holdings"), whereby FamilyMart is to be the surviving company and UNY Group Holdings is to be the absorbed company. As the proposal concerning the Absorption-Type Merger Agreement was approved as originally proposed at the annual general shareholders' meetings of FamilyMart and UNY Group Holdings held on May 26, 2016, we announce that FamilyMart will succeed to the shares in UNY Co., Ltd. ("UNY"), Circle K Sunkus Co., Ltd. ("CKS"), SAGAMI Co., Ltd. ("Sagami"), UNY (SHANGHAI) TRADING Co., Ltd. ("UNY
(SHANGHAI)"), UNY (Cayman Islands) Holding Co., Ltd. ("UNY (Cayman Islands)") and UCS CO., LTD. ("UCS"), all of which are currently subsidiaries of UNY Group Holdings, directly or indirectly in association with the Absorption-Type Merger, and those companies will become FamilyMart's subsidiaries on the effective date of the Absorption-Type Merger scheduled on September 1, 2016.
For more details of the Absorption-Type Merger, please refer to the Release Dated on February 3, 2016.
Purpose of the Succession of Shares
FamilyMart will succeed to the shares in UNY, CKS, Sagami, UNY (SHANGHAI), UNY (Cayman Islands) and UCS directly or indirectly in association with the Absorption-Type Merger on the effective date of the Absorption-Type Merger scheduled on September 1, 2016.
Through the management integration upon the Absorption-Type Merger between FamilyMart and UNY Group Holdings (the "Management Integration"), FamilyMart and UNY Group Holdings will integrate management resources and aim to be a company that contributes to customers, franchisees, business partners, shareholders and employees.
Overview of Transferring Subsidiaries
(1) | Company name | UNY Co., Ltd. | |||
(2) | Head office | 1, Amaikegotanda-cho, Inazawa, Aichi, Japan | |||
(3) | Representative | Norio Sako, President | |||
(4) | Business description | General retail chain stores spanning clothing, food, residential housing and leisure | |||
(5) | Capital | ¥10,000mm | |||
(6) | Date of incorporation | February 16, 2012 | |||
(7) | Major shareholders and shareholding ratio | UNY Group Holdings Co., Ltd. 100.00% | |||
Capital | None. | ||||
(8) | Relationship between the parties | Personnel | FamilyMart dispatches one director and one corporate auditor to UNY. | ||
Business | None. | ||||
(9) | Financial results for the last three fiscal years (¥ million, unless otherwise stated) | ||||
Fiscal year ended | February 2014 | February 2015 | February 2016 | ||
Net assets | 167,585 | 163,725 | 163,177 | ||
Total assets | 536,218 | 550,431 | 560,255 | ||
Net assets per share (Yen) | 837,925.69 | 818,628.88 | 815,885.71 | ||
Total operating revenues | 771,487 | 745,647 | 757,941 | ||
Operating income | 12,138 | 10,408 | 10,623 | ||
Ordinary income | 10,953 | 9,518 | 10,939 | ||
Net income / loss | 3,902 | (3,244) | 2,541 | ||
Net income / loss per share (Yen) | 19,510.53 | (16,221.72) | 12,707.60 | ||
Dividend per share (Yen) | 11,705.00 | 1,200.00 | － | ||
(1) | Company name | Circle K Sunkus Co., Ltd. | |||
(2) | Head office | 1, Amaikegotanda-cho, Inazawa, Aichi, Japan | |||
(3) | Representative | Shuichi Takeuchi, President | |||
(4) | Business description | Operating Circle K and Sunkus convenience stores and associated franchise management | |||
(5) | Capital | ¥8,380mm | |||
(6) | Date of incorporation | July 2, 2001 | |||
(7) | Major shareholders and shareholding ratio | UNY Group Holdings Co., Ltd. 100.00% | |||
Capital | CKS owns 1,597 common shares in FamilyMart. | ||||
(8) | Relationship between the parties | Personnel | None. | ||
Business | FamilyMart and CKS jointly develop products and procure miscellaneous goods. | ||||
(9) | Financial results for the last three fiscal years (¥ million, unless otherwise stated) | ||||
Fiscal year ended | February 2014 | February 2015 | February 2016 | ||
Net assets | 145,339 | 145,857 | 142,014 | ||
Total assets | 253,436 | 260,185 | 264,631 | ||
Net assets per share (Yen) | 5,813,561,641.56 | 5,834,284,884.68 | 5,680,580,994.52 | ||
Total operating revenues | 134,762 | 141,030 | 144,345 | ||
Operating income | 10,755 | 8,629 | 8,325 | ||
Ordinary income | 9,858 | 7,932 | 7,161 | ||
Net income / loss | 3,259 | 3,073 | (2,178) | ||
Net income / loss per share (Yen) | 130,373,625.16 | 122,920,824.28 | (87,121,685.68) | ||
Dividend per share (Yen) | 101,640,000.00 | 83,800,000.00 | － | ||
(1) | Company name | SAGAMI Co., Ltd. | |||
(2) | Head office | 6-2-11, Shimonagaya, Konan-ku, Yokohama-shi, Kanagawa, Japan | |||
(3) | Representative | Tatsuo Hiramatsu, President | |||
(4) | Business description | Chain stores specializing in kimonos, jewelry, apparel and general merchandise | |||
(5) | Capital | ¥9,217mm | |||
(6) | Date of incorporation | April 15, 1974 | |||
(7) | Major shareholders and shareholding ratio (As of February 29, 2016) | UNY Group Holdings Co., Ltd. 55.5% The Bank of Tokyo-Mitsubishi UFJ, Ltd. 3.1% YOSHINO MASANORI 2.2% Cedyna Financial Corporation 2.2% SAGAMI Kyoeikai 1.7% Mitsubishi UFJ NICOS Co., Ltd. 1.0% Aioi Nissay Dowa Insurance Co., Ltd. 0.8% SAGAMI Employee's Ownership 0.6% Tokio Marine & Nichido Fire Insurance Co., Ltd. 0.4% Tokyo Kiho Co., Ltd. 0.4% | |||
Relationship between the parties | Capital | None. | |||
(8) | Personnel | None. | |||
Business | None. | ||||
(9) | Financial results for the last three fiscal years (¥ million, unless otherwise stated) | ||||
Fiscal year ended | February 2014 | February 2015 | February 2016 | ||
Net assets | 6,742 | 5,786 | 4,404 | ||
Total assets | 11,920 | 11,870 | 11,411 | ||
Net assets per share (Yen) | 169.89 | 145.88 | 111.11 | ||
Total operating revenues | 17,567 | 16,323 | 15,722 | ||
Operating income | (515) | (674) | (276) | ||
Ordinary income | (460) | (642) | (217) | ||
Net income / loss | (872) | (973) | (1,110) | ||
Net income / loss per share (Yen) | (21.99) | (24.53) | (27.99) | ||
Dividend per share (Yen) | － | － | － | ||
FamilyMart Co. Ltd. published this content on 26 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 26 May 2016 06:10:09 UTC.
Original documenthttp://www.family.co.jp/english/news_releases/pdf/160526.pdf
Public permalinkhttp://www.publicnow.com/view/C60047BF1059AD090F6BB3942AD35595C65A051B
