June 15, 2021
ALBERT Inc.
(Stock code: 3906) 2-21-1,Kita-Shinjuku,Shinjuku-ku, Tokyo Takeshi Matsumoto, President
(Changes and additions to disclosures)
Notice Concerning Capital and Business Alliance with SBI Holdings, Inc., Stock Offering and Change in Largest Shareholder and Other Affiliated Companies
ALBERT Inc. (hereafter "ALBERT") announces that it occurred changes and additions to disclosures which announced in the press release "Notice Concerning Capital and Business Alliance with SBI Holdings, Inc., Stock Offering and Change in Largest Shareholder and Other Affiliated Companies" dated June 9, 2021.
There is no change to the fact that ALBERT entered the capital and business alliance with SBI Holdings, Inc. (hereafter "SBI") and SBI Financial Services Co., Ltd. (hereafter "SBIFS") will acquire ALBERT's common stock.
I. The reason of the changes
ALBERT was announced that SBIFS will acquire ALBERT's common stock held by Whiz Asia Evolution Fund, ALBERT's major shareholder, through off-market negotiation transaction corresponded to stock offering. However, today ALBERT was announced that SBIFS and Whiz Asia Evolution Fund agreed amendment of the stock transfer agreement concerning Whiz Asia Evolution Fund will transfer the shares to SBI SECURITIES Co., Ltd. (hereafter "SBISEC"), a wholly owned subsidiary of SBIFS engaged in the financial instruments business, and then SBISC will transfer the shares to SBIFS on the same date.
As a result, neither of the above transfers constituted a stock offering, and SBISEC temporarily became the largest shareholder as a major shareholder and immediately ceased to be the largest shareholder as a major shareholder upon the transfer from SBISEC to SBIFS.
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Change in largest major Shareholder 1.Reason of the change
SBIFS will acquire 1,383,100 of ALBERT's shares SBISEC has (31.38% of all voting rights) on June 30, 2021, based on the amendment. As a result, Whiz Asia Evolution Fund will not hold any ALBERT's common stock, and it will not be the largest major shareholder. On the other hand, SBI is expected to be the other affiliated company, and SBIFS is expected to be the largest major shareholder and other affiliated company after SBISEC is to be the largest major shareholder. (As of June 30, 2021, the investment agreement dated November 21, 2016, that ALBERT entered with Whiz Partners Inc. will be terminated.)
2.Overview of the shareholder
The additional changes of the "Notice Concerning Capital and Business Alliance with SBI Holdings, Inc., Stock Offering and Change in Largest Shareholder and Other Affiliated Companies III Change in largest major Shareholder and other affiliated companies" dated June 9, 2021, are below.
Overview of the shareholder who will be the largest major shareholder
(1) | Name | SBI SECURITIES Co., Ltd. |
(2) | Location | 1-6-1 Roppongi, Minato-ku, Japan |
(3) | Representative | Representative Director, President Masato Takamura |
(4) | Description of Business | Financial Instruments and Exchange Business |
(5) | Capital | 48,323 million yen (as of March 31, 2021) |
(6) | Establishment | March 30, 1944 |
(7) | Capital | 232,735 million yen (as of March 31, 2021) |
(8) | Total asset | 4,251,690 million yen (as of March 31, 2021) |
1 |
(9) | Major Shareholders | and | SBI Financial Services Co., Ltd. | 100% | |
Shareholding Ratio | |||||
(10) | Relationship with Parties | Capital relationship | None | ||
Personal relationship | None | ||||
Trade relationship | We are entrusted with data | ||||
analysis services | |||||
Related party status | None |
3.The number of voting rights (number of shares) held by shareholder and the percentage of the total number of voting rights before and after the changing
(1) Shareholders who will newly become the largest major shareholder (SBISEC)
Number of voting | Percentage of number | Shareholding rank | ||||||||||||
Attributes | among major | |||||||||||||
rights and shares held | of voting rights | |||||||||||||
shareholders | ||||||||||||||
Before | ||||||||||||||
shareholdings | ― | ― | ― | ― | ||||||||||
change | ||||||||||||||
After | 13,831 | 31.38% | 1st | |||||||||||
shareholdings | Major shareholder | |||||||||||||
(1,383,100 shares) | ||||||||||||||
change | ||||||||||||||
(2) Shareholders who will cease the largest major shareholder (SBISEC) | ||||||||||||||
Number of voting | Percentage of number | Shareholding rank | ||||||||||||
Attributes | among major | |||||||||||||
rights and shares held | of voting rights | |||||||||||||
shareholders | ||||||||||||||
Before | 13,831 | 31.38% | 1st | |||||||||||
shareholdings | Major shareholder | |||||||||||||
(1,383,100 shares) | ||||||||||||||
change | ||||||||||||||
After | ||||||||||||||
shareholdings | ― | ― | ― | ― | ||||||||||
change | ||||||||||||||
- The percentage of the total number of voting rights is calculated based on the total number of voting rights of 44,081 units as of March 31, 2021.
- "Percentage of the total number of voting rights" is rounded off to the second decimal place.
4.Outlook
Nothing to be specifically described at this time. We will promptly announce any matters that requires disclosure in the future.
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Disclaimer
Albert Inc. published this content on 15 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 June 2021 08:01:02 UTC.