SBI HOLDINGS, INC.
February 3, 2015
SBI Holdings, Inc. (TOKYO: 8473)
As was announced in the press release dated December 11, 2014 "Announcement on Subscription to Tender Offer for Purchasing SBI Life Living's Shares," SBI Holdings, Inc. (hereinafter "SBIH") subscribed to a tender offer (hereinafter the "Tender Offer") made by LL Holdings, Inc. (hereinafter the "Tender Offeror"), which belongs to a fund to which Advantage Partners, LLP offers services (hereinafter the "AP Fund"). SBIH subscribed to the tender offer of all the 8,515,000 shares that it owns for purchasing the shares, etc. of SBI Life Living Co., Ltd. (hereinafter "SBI Life Living"), which is a consolidated subsidiary of SBIH.
As a result of closing the Tender Offer as of February 2, 2015, all the shares of SBI Life Living owned by SBIH will be transferred to the Tender Offeror. This means SBI Life Living will no longer be a consolidated subsidiary of SBIH effective February 9, 2015, which is the settlement start date of the Tender Offer. Please see below for the details. SBIH will invest in the Tender Offeror, and thereby own 19.92% of the total shares of the Tender Offeror.
1. Outline of SBI Life Living (as of September 30, 2014)
(1) Name | SBI Life Living Co., Ltd. | |
(2) Address | 1-14-6 Dougenzaka, Shibuya-ku, Tokyo | |
(3) Title/name of representative | Shiho Aihara, Representative Director, President and CEO | |
(4) Business | 1. Pre-development planning and design of investee real estate 2. Developing and selling investee real estate 3. Proposing useful means of land use and contracting construction etc. 4. Internet-based EC and mediation services websites 5. Composition and fee estimate services websites | |
(5) Capital | JPY 524 million | |
(6) Date of establishment | February 28, 1990 | |
(7) Major shareholder and shareholding ratio | SBI Holdings, Inc. | 67.60% |
(7) Major shareholder and shareholding ratio | CHASE MANHATTAN BANK GTS CLIENTS ACCOUNT ESCROW (Standing proxy: Mizuho Bank, Ltd.) | 2.01% |
(7) Major shareholder and shareholding ratio | Shuichi Miwa | 1.68% |
(7) Major shareholder and shareholding ratio | Japan Trustee Services Bank, Ltd. (Trust account) | 1.58% |
(7) Major shareholder and shareholding ratio | JAPAN SECURITIES FINANCE CO., LTD. | 1.11% |
(7) Major shareholder and shareholding ratio | Hiroyuki Yoshioka | 0.77% |
(7) Major shareholder and shareholding ratio | BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE- AC) (Standing proxy: The Bank of Tokyo-Mitsubishi UFJ, Ltd) | 0.77% |
(7) Major shareholder and shareholding ratio | Trust & Custody Services Bank, Ltd. (Security investment trust account) | 0.62% |
(7) Major shareholder and shareholding ratio | Takeichi Imai | 0.60% |
(7) Major shareholder and shareholding ratio | Toshimitsu Masuda | 0.48% |
Relationship between the (8) listed company and SBI Life Living | Capital relationship | SBIH owns 67.60% of the total number of issued shares of SBI Life Living. |
Relationship between the (8) listed company and SBI Life Living | Personal relationship | SBIH's director is concurrently serving as an executive of SBI Life Living, and also employees are temporarily transferred. |
Relationship between the (8) listed company and SBI Life Living | Business relationship | SBIH is subleasing offices to SBI Life Living. |
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(9) Business results and financial conditions of SBI Life Living in the previous three years | |||
Fiscal Year Ended | March 31, 2012 (Consolidated) | March 31, 2013 (Non-consolidated) | March 31, 2014 (Non-consolidated) |
Net assets | JPY 2,846,285 thousand | JPY 3,370,268 thousand | JPY 4,357,744 thousand |
Total assets | JPY 8,712,052 thousand | JPY 8,154,109 thousand | JPY 8,983,906 thousand |
Net assets per share | JPY 227.38 | JPY 293.73 | JPY 375.33 |
Net sales | JPY 5,677,267 thousand | JPY 6,066,602 thousand | JPY 7,345,845 thousand |
Operating income | JPY 744,895 thousand | JPY 1,106,243 thousand | JPY 1,570,255 thousand |
Ordinary income | JPY 646,391 thousand | JPY 1,024,241 thousand | JPY 1,510,537 thousand |
Net income | JPY 644,949 thousand | JPY 675,516 thousand | JPY 906,357 thousand |
Net income per share | JPY 51.67 | JPY 55.03 | JPY 78.35 |
Dividend per share | - | - | - |
* Since SBI Life Living's absorption-type merger of its consolidated subsidiary was conducted on March 31,
2012, SBI Life Living has not prepared its financial statements on a consolidated basis for the corresponding
consolidated fiscal year. Therefore, the figures of net assets, total assets and net assets per share for the fiscal year ended March 31, 2012 are non-consolidated results.
2. Outline of the Tender Offeror (as of September 30, 2014)
(1) | Name | LL Holdings, Inc. |
(2) | Address | 4-1-28, Toranomon, Minato-ku, Tokyo |
Title/name of
representative Shinichiro Kita, Representative Director
(4) Business Acquire and hold SBI Life Living's shares, and after closing the Tender
Offer, will control and manage SBI Life Living's business
(5) Capital JPY 50,000 *1
(6) Date of establishment September 30, 2014 (7) Net assets JPY 100,000
(8) Total assets JPY 100,000
(9) Major shareholder and shareholding ratio *2
Relationship between the
Advantage Partners, LLP. IV-S 100%
Capital relationship None *2
Personal relationship None
(10)
listed company and LL Holdings
Business relationship None
Status of relationship
with related parties None
Note 1: According to LL Holdings (the Tender Offeror), after closing the Tender Offer, it will receive investment (hereinafter the "additional investment") from Advantage Partners, LLP IV-S, AP Cayman Partners II-S, L.P, Japan Ireland Investment Partners-S, Fifty Eight Investment Limited and SBIH, by the business day immediately prior to the settlement start date of the Tender Offer. As a result of receiving the additional investment, the amount of capital stated above is said to increase by JPY 2,497,450 thousand.
Note 2: According to LL Holdings (the Tender Offeror), after closing the Tender Offer, the major shareholder and shareholding ratio will be as follows.
Major shareholder and shareholding ratio
Japan Ireland Investment Partners-S SBI Holdings, Inc.
Advantage Partners, LLP IV-S
AP Cayman Partners II-S, L.P. Fifty Eight Investment Limited
51.12％
19.92％
16.73％
9.92％
2.31％
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3. Outline of the subscription of the Tender Offer
(1) Number of shares held before subscription (consolidated basis) | 8,515,000 shares (Number of voting rights: 85,150) (Ownership ratio of voting rights: 73.27%) |
(2) Number of shares for subscription (consolidated basis) | 8,515,000 shares (Number of voting rights: 85,150) (Share transfer price: JPY 9,111 million (JPY 1,070 per share)) |
(3) Number of shares held after subscription (consolidated basis) | 0 shares (Number of voting rights: 0) (Ownership ratio of voting rights: 0.00%) |
4. Settlement start date: February 9, 2015
5. Future outlook
As a result of the successful Tender Offer effective February 2, 2015, SBI Life Living will no longer be a consolidated subsidiary of SBIH effective February 9, 2015, which is the settlement start date of the Tender Offer. Meanwhile, the impact of subscribing to the Tender Offer on SBIH's consolidated financial results for the fiscal year ending March 31, 2015 will be immaterial.
**************************************************************************************** For further information, please contact:
SBI Holdings, Inc. Corporate Communications Dept., Tel: +81 3 6229-0126
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