September 1, 2016
Press Release
Company Name: Accordia Golf Co., Ltd. Representative: President & CEO, Yuko Tashiro (Securities Code: 2131, TSE 1st Section)
For inquiries, contact: Director, Corporate Officer, Fumihiko Niwa
TEL: (03) 6688-150
Notice of Transfer of Shares in Second-Tier Subsidiary Chitose Country Club Co., Ltd.
Accordia Golf Co., Ltd. (hereinafter "Accordia" or "the Company") announces that Accordia and its subsidiary, Accordia Asset Holding 02 Co., Ltd. (hereinafter "AH02"), have transferred all outstanding shares of AH02's subsidiary and Accordia's second-tier subsidiary, Chitose Country Club Co., Ltd., to Bio System, Co., Ltd., effective as of today's date. Details are as follows:
Background of the Share Transfer
After carrying out examinations mainly based on the revenue results, the future revenue plan, and the golf course portfolio strategy of Chitose Country Club Co., Ltd. (18 holes, Chitose City, Hokkaido Prefecture), Accordia executed a transfer of shares to Bio System, Co., Ltd., which is engaged in golf course operation and hotel management businesses. Accordia believes that this transfer will enable the management of the golf course to shift from management by Accordia to local golf course management, leading to further development in the future.
Overview of the subsidiary transferring the shares
(1)
Name
Accordia Asset Holding 02 Co., Ltd.
(2)
Head office
Shibuya Cross Tower, 2-15-1 Shibuya, Shibuya-ku, Tokyo
(3)
Name and title of representative
President & CEO Yuko Tashiro
(4)
Business
Asset management of golf courses
(5)
Capital
¥10 million
(6)
Established
June 13, 2014
(7)
Major shareholder and shareholding
Accordia Golf Co., Ltd. 100%
Overview of the transferred second-tier subsidiary
(1)
Name
Chitose Country Club Co., Ltd.
(2)
Head office
Shibuya Cross Tower, 2-15-1 Shibuya, Shibuya-ku, Tokyo
(3)
Name and title of representative
President & CEO Yuko Tashiro
(4)
Business
Golf course operation and asset management
(5)
Capital
¥10 million
(6)
Established
September 1, 2016
(7)
Major shareholder and shareholding
Accordia Asset Holding 02 Co., Ltd. 100%
(8)
Capital relationship
Accordia Asset Holding 02 Co., Ltd., all of the shares of which are held by the Company, holds all the shares of the second-tier subsidiary.
Relationship between the listed company and the second-tier subsidiary
Personnel relationship
One of the Company's Directors is concurrently appointed as Director of the second-tier subsidiary.
Business relationship
There is no business relationship to note between the Company and the second-tier subsidiary. In addition, there is no business relationship to note between interested parties and affiliated companies of the Company and interested parties and affiliated companies of the second-tier subsidiary.
(9)
Operating results and the financial position of the second-tier subsidiary for the last three years
Fiscal year
FY2014/3
FY2015/3
FY2016/3
Net sales
¥191 million
¥194 million
¥191 million
Operating profit
¥5 million
¥17 million
¥10 million
Note: 1. The above figures are rounded down to the nearest unit.
2. Because the company was established as a result of an incorporation-type demerger on September 1, 2016, the operating results of Chitose Country Club Co., Ltd. are presented.
Overview of the acquiring party
(1)
Name
Bio System, Co., Ltd.
(2)
Head office
2-1-1 Tsukuda, Chuo-ku, Tokyo
(3)
Name and title of representative
President Keiji Hanamoto
(4)
Business
Gold course operation and hotel management
(5)
Capital
¥10 million
(6)
Established
June 5, 1985
(7)
Major shareholder and shareholding
Masako Shintani 50%, Taro Shintani 45%, Yukiyoshi Shintani 5%
Capital relationship
There is no capital relationship to note between the Company and the acquiring party. In addition, there is no capital relationship to note between interested parties and affiliated companies of the Company and interested parties and affiliated companies of the acquiring party.
(8)
Relationship between the listed company and the acquiring party
Personnel relationship
There is no personnel relationship to note between the Company and the acquiring party. In addition, there is no personnel relationship to note between interested parties and affiliated companies of the Company and interested parties and affiliated companies of the acquiring party.
Business relationship
There is no business relationship to note between the Company and the acquiring party. In addition, there is no business relationship to note between interested parties and affiliated companies of the Company and interested parties and affiliated companies of the acquiring party.
Related party
The acquiring party is not a related party of the Company. In addition, interested parties and affiliated companies of the acquiring party are not related parties of the Company.
Number of shares transferred and share ownership before and after the transfer
Number of shares held before the transfer: 200 shares (100% of shares outstanding)
Number of shares transferred: 200 shares
Number of shares held after the transfer: 0 shares (0% of shares outstanding)
Note: The Company will not be disclosing the transfer price in accordance with the non-disclosure agreement with the party acquiring the shares.
June 27, 2016
Resolution of the Board of Directors
July 1, 2016
Conclusion of the share transfer agreement
September 1, 2016
Shares transferred
Schedule
Future Outlook
The impact on the Group's performance for the current fiscal year is expected to be minimal.
Other
From today, "Shareholder Complimentary Tickets," the "ACCORDIA CLUB Point Card," and "Accordia Golf Official Booking website (Accordia-WEB)" may no longer be used at Chitose Country Club. We appreciate your understanding.
[For inquiries, contact] (Monday-Friday, 9:00-17:00) Accordia Golf Co., Ltd.
Investor Relations (K. Nose)
TEL: 03-6688-1500 (Audio guidance) E-mail: ir@accordiagolf.com
Accordia Golf Co. Ltd. published this content on 01 September 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 01 September 2016 06:23:02 UTC.
Original documenthttp://www.accordiagolf.co.jp/file/pdf/enir_20160901092610.pdf
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