November 10, 2021
For immediate release
Company Name: Asahi Group Holdings, Ltd.
President and CEO, Representative Director: Atsushi Katsuki
Stock Ticker: 2502
Stock Listings: Tokyo Stock Exchange, First Section
Contact: Osamu Ishizaka
Executive Officer, Head of Corporate Communications
Phone: +81-3-5608-5126
Announcement of SimpleAbsorption-type Split with
Consolidated Subsidiary "Asahi Group Japan"
Further to the August 10, 2021 announcement of the establishment of an intermediate holding company and the partial transfer of functions of Asahi Group Holdings, Ltd. (the "Company"), the Company today announced that at a meeting of the Board of Directors held today, a resolution was passed to transfer certain functions of the Company relating to the business management of domestic operations (the "Business") to Asahi Group Japan, Ltd. ("Asahi Group Japan"), a wholly-owned subsidiary of the Company, by way of a corporate split. Accordingly, an absorption-type split agreement was concluded today between Asahi Group Japan and the Company, the details of which are as follows. The effective date of the split is scheduled to be January 1, 2022.
Note that, because this split is an absorption-type split whereby the split unit will become a wholly- owned subsidiary of the Company, some items of disclosure and information have been partially omitted.
1. Purpose of the split
The Asahi Group is looking to generate global synergies and expand and develop its five global brands while further boosting the competitiveness of business conducted in the areas overseen by each of its regional headquarters in Japan, Europe, Oceania, and Southeast Asia.
The split will enable the Company to shift its focus to developing strategies and overseeing the management of the entire Group, while Asahi Group Japan will seek to expand the Group's businesses in Japan and maximize its value.
Companies currently under the oversight of the Company, such as Asahi Breweries, Asahi Soft Drinks, and Asahi Group Foods, are scheduled to be placed under Asahi Group Japan in January 2022.
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2. Key points of the split | |
(1) Split schedule | |
Board of Directors resolution date: | November 10, 2021 |
Effective date of split agreement: | November 10, 2021 |
Scheduled effective date of absorption-type split: | January 1, 2021 |
Note: The split will proceed without being subject to the approval of the Company's General Meeting of Shareholders because it corresponds to a simple absorption-type split pursuant to the provisions of paragraph 2 of Article 784 of the Companies Act.
(2) Split process
Absorption-type split involving the Company as the split company and Asahi Group Japan as the successor company.
(3) Allotment of shares in connection with the split
Asahi Group Japan will issue one common share following the split for allotment to the Company.
- Handling of stock acquisition rights and bonds with stock options in conjunction with the split Not applicable.
- Change in capital stock as a result of the split
There will be no change in the Company's capital stock as a result of the split.
(6) Rights and obligations transferred to the successor company
The assets, liabilities, and other rights and obligations belonging to the Business will be assigned within the scope prescribed in the absorption-type split agreement. Debt will be assumed in accordance with the concomitant assumption method.
(7) Expected fulfillment of obligations
The Company judges there to be no issues regarding Asahi Group Japan fulfilling its expected obligations in the split.
3. Overview of companies involved in the split
Split company | Successor company | |||||
(1) | Company name | Asahi Group Holdings, Ltd. | Asahi Group Japan, Ltd. | |||
(2) | Head office | 1-23-1 Azumabashi, Sumida-ku, | 1-23-1 Azumabashi, Sumida-ku, | |||
Tokyo | Tokyo | |||||
(3) | Representative | Atsushi Katsuki- | Atsushi Katsuki- | |||
President and CEO, | President & | |||||
Representative Director | Representative Director | |||||
(4) | Business | Management strategies and | No business activities prior to | |||
description | business management of the | |||||
the split | ||||||
group | ||||||
(5) | Capital amount | JPY 220,044 million (as of | JPY 50 million (as of November | |||
December 31, 2020) | 10, 2021) | |||||
(6) | Established | September 1, 1949 | September 28, 2021 | |||
(7) | Shares outstanding | 507,003,362 (as of June 30, | 2,000 (as of November 10, 2021) | |||
2021) | ||||||
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(8) | Fiscal year-end | December 31 | December 31 | ||
(9) | Main shareholders | The Master Trust | 11.67% | Asahi Group Holdings, 100% | |
and shareholding | Bank of Japan, Ltd. | Ltd. | |||
ratios | (Trust Account) | ||||
(Percentage of total | Custody Bank of | 5.41% | |||
shares calculated | Japan, Ltd. (Trust | ||||
after deduction of | Account) | ||||
treasury shares) | SMBC Nikko | 2.87% | |||
Securities Inc. | |||||
The Dai-ichi Life | 2.21% | ||||
Insurance Company, | |||||
Limited | |||||
Fukoku Mutual Life | 1.97% | ||||
Insurance Company | |||||
(10) | Operating results and financial position for the latest fiscal year (ended December 31, | ||||
2020) | |||||
Total equity attributable | JPY 1,516,124 million | ||||
to owners of the parent | (consolidated) | ||||
Total assets | JPY 4,439,378 million | - | |||
(consolidated) | |||||
Equity per share | |||||
attributable to owners of | JPY 2,992.06 (consolidated) | - | |||
the parent | |||||
Revenue | JPY 2,027,762 million | - | |||
(consolidated) | |||||
Operating profit | JPY 135,167 million | - | |||
(consolidated) | |||||
Profit for the year | JPY 92,584 million | - | |||
(consolidated) | |||||
Profit attributable to | JPY 92,826 million | - | |||
owners of the parent | (consolidated) | ||||
Basic earnings per share | JPY 196.52 (consolidated) | - | |||
Note: Asahi Group Japan was established on September 28, 2021, therefore no data for operating results or financial position is available.
(1) Business of the split unit
Business management of domestic operations
- Operating results of the split unit Net sales: JPY 0
- Book values of assets and liabilities subject to the split
Assets | Liabilities | ||||
Item | Value | Item | Value | ||
Assets | JPY 142,453 million | Liabilities | JPY 2,812 million | ||
Note: The above values were calculated based on data as of December 31, 2020 and may differ on the date the split takes effect.
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4. After the split (scheduled for January 1, 2022)
Split company | |||
(1) | Company name | Asahi Group Holdings, Ltd. | |
(2) | Head office | 1-23-1 Azumabashi, Sumida-ku, Tokyo | |
(3) | Representative | Atsushi Katsuki, President and CEO, Representative Director, | |
President & CEO | |||
(4) | Business description | Group management strategies and business management | |
(5) | Capital amount | JPY 220,044 million | |
(6) | Fiscal year-end | December 31 | |
Successor company | |||
(1) | Company name | Asahi Group Japan, Ltd. | |
(2) | Head office | 1-23-1 Azumabashi, Sumida-ku, Tokyo | |
(3) | Representative | Kenji Hamada- President and CEO, Representative Director | |
(4) | Business description | Business management of domestic operations | |
(5) | Capital amount | JPY 50 million | |
(6) | Fiscal year-end | December 31 | |
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5. Group structure after the split Current structure
Following the split in January 2022
6. Impact on the Asahi Group's financial performance
The impact of the scheduled split on the Group's consolidated financial results will be minimal.
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Disclaimer
Asahi Group Holdings Ltd. published this content on 10 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 November 2021 06:14:09 UTC.