SBI HOLDINGS, INC.
13 August 2014
SBI Holdings, Inc. (TOKYO: 8473)
As was announced in the press release dated 30 June 2014 "Announcement on Subscription to Tender Offer for
Purchasing SBI Mortgage's Shares," SBI Holdings, Inc. (hereinafter "SBIH") subscribed to a tender offer
(hereinafter the "Tender Offer") made by CSM Holdings Co., Ltd. (hereinafter the "Tender Offeror"), which belongs to The Carlyle Group. The Tender Offer was for purchasing the shares, etc. of SBI Mortgage Co., Ltd. (hereafter "SBI Mortgage"), which is a consolidated subsidiary of SBIH, by converting into common shares all the 12,170,612
Korean Depositary Receipts (hereinafter the "KDR") that it owns.
SBIH's consolidated subsidiaries, namely SBI Incubation Co., Ltd., SBI Broadband Fund No. 1 Limited Partnership, SBI Jefferies Asia Fund L.P. and Softbank Internet Fund, also subscribed to the Tender Offer by converting into common shares all the KDRs that they respectively own.
As a result of the successful closing of the Tender Offer on 12 August 2014, all the shares of SBI Mortgage owned
by SBIH and its consolidated subsidiaries will be transferred to the Tender Offeror. As a result, SBI Mortgage will no longer be a consolidated subsidiary of SBIH effective 21 August 2014, which is the settlement start date of the
Tender Offer. Please see below for details.
1. Outline of SBI Mortgage (as of 31 March 2014)
(1) Name | SBI Mortgage Co., Ltd. | |
(2) Address | 6-1, 1-chome, Roppongi, Minato-ku, Tokyo | |
(3) Title/name of representative | Yoshitaka Kitao, Representative Director, Chairman and CEO Tomoyuki Naomi, Representative Director, President and COO | |
(4) Business | Mortgage issuing and intermediary businesses, and fire insurance agent business | |
(5) Capital | JPY 4,556 million | |
(6) Date of establishment | 9 June 2000 | |
Major shareholder and (7) shareholding ratio | SBI Holdings, Inc. | 51.26% |
Major shareholder and (7) shareholding ratio | SBI Broadband Fund No. 1 Limited Partnership | 6.97% |
Major shareholder and (7) shareholding ratio | HANABANK [KB ASSET MANAGEMENT] | 6.31% |
Major shareholder and (7) shareholding ratio | SBI Incubation Co., Ltd. | 5.05% |
Major shareholder and (7) shareholding ratio | SBI Jefferies Asia Fund L.P. | 1.82% |
Major shareholder and (7) shareholding ratio | PNB-SBI ASEAN Gateway Fund Ltd. P. | 1.82% |
Relationship between the (8) listed company and SBI Mortgage | Capital relationship | SBIH owns 51.26% of the total number of issued shares of SBI Mortgage. |
Relationship between the (8) listed company and SBI Mortgage | Personal relationship | SBIH's director is concurrently serving as an executive of SBI Mortgage. |
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Business relationship | SBIH is engaged in a lease transaction with SBI Lease, a wholly owned subsidiary of SBI Mortgage. | ||
(9) Business results and financial conditions of SBI Mortgage in the previous three years | |||
Fiscal Year Ended | 31 March 2012 (Non-consolidated) | 31 March 2013 (Non-consolidated) | 31 March 2014 (Consolidated) |
Net assets | JPY 11,885,255 thousand | JPY 14,994,178 thousand | JPY 16,648,212 thousand |
Total assets | JPY 46,109,889 thousand | JPY 43,228,213 thousand | JPY 79,101,340 thousand |
Net assets per share | JPY 595.99 | JPY 631.57 | JPY 701.24 |
Operating revenue | JPY 9,522,236 thousand | JPY 12,013,024 thousand | JPY 15,787,881 thousand |
Ordinary income | JPY 2,615,088 thousand | JPY 3,257,667 thousand | JPY 3,945,745 thousand |
Net income | JPY 1,465,009 thousand | JPY 1,995,154 thousand | JPY 2,413,746 thousand |
Net income per share | JPY 73.46 | JPY 84.74 | JPY 101.66 |
Dividend per share | - | JPY 50.40 | JPY 32.00 |
*The figures for the fiscal years ended 31 March 2012 and 31 March 2013, respectively, are non-consolidated results, while the figures for the fiscal year ended 31 March 2014 are consolidated results, since SBI Mortgage has been preparing its financial statements on a consolidated basis since the fiscal year ended 31 March 2014.
2. Outline of the Tender Offeror (as of 13 August 2014)
(1) Name | CSM Holdings Co., Ltd. | |
(2) Address | 5-1, 1-chome, Marunouchi, Chiyoda-ku, Tokyo | |
(3) Title/name of representative | Tamotsu Adachi, Representative Director | |
(4) Business | Control and management of business activities through holding shares, and the associated businesses | |
(5) Capital | JPY 9.5 billion | |
(6) Date of establishment | 20 May 2014 | |
(7) Net assets | JPY 19 billion | |
(8) Total assets | JPY 19 billion | |
Major shareholder and (9) shareholding ratio | CJP CSM Holdings, L.P. | 89.47% |
Major shareholder and (9) shareholding ratio | SBI Holdings, Inc. | 10.53% |
Relationship between the (10) listed company and CSM Holdings | Capital relationship | SBIH owns 10.53% of the total number of issued shares of the Tender Offeror |
Relationship between the (10) listed company and CSM Holdings | Personal relationship | None |
Relationship between the (10) listed company and CSM Holdings | Business relationship | None |
Relationship between the (10) listed company and CSM Holdings | Status of relationship with related parties | None |
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3. Outline of the subscription to the Tender Offer (Consolidated basis)
(1) Number of shares held before subscription | 15,787,906 shares* (Number of voting rights: 15,787,906) (Ownership ratio of voting rights: 66.50%) |
(2) Number of shares for subscription | 15,787,906 shares (Number of voting rights: 15,787,906) (Share transfer price: JPY 28,166 million (JPY 1,784 per share)) |
(3) Number of shares held after subscription | 0 shares (Number of voting rights: 0) (Ownership ratio of voting rights: 0.00%) |
* The figure for the number of shares represents the number of KDRs in terms of the number of common shares.
4. Settlement start date: 21 August 2014
5. Future outlook
As a result of the successful closing of the Tender Offer on 12 August 2014, SBI Mortgage will no longer be a consolidated subsidiary of SBIH effective 21 August 2014, which is the settlement start date of the Tender Offer. Furthermore, as a result of subscribing to the Tender Offer, SBIH will post a gain on sale of shares of approximately JPY 13.9 billion on a consolidated basis for the second quarter of the fiscal year ending 31 March 2015.
********************************************************************************************* For further information, please contact:
SBI Holdings, Inc. Corporate Communications Dept., Tel: +81 3 6229-0126
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