News Release
Nomura Announces Tender Offer to Delist Capital Nomura Securities
Tokyo, October 3, 2019-Nomura Holdings, Inc. ("the Company") has communicated to its consolidated subsidiary Capital Nomura Securities Public Company Limited ( "CNS") its intention to launch a tender offer to delist CNS shares from the Stock Exchange of Thailand ("SET") under local laws and regulations at a tender offer price of THB 2.51 per share ("Tender Offer").
The Tender Offer is subject to approval by a meeting of CNS shareholders and SET.
1. Purpose of the Tender Offer
As announced on April 4, 2019, at its annual Investor Day, the Company is working to rebuild its business platform as part of an enhanced focus on client businesses.
In Thailand, stable economic growth is expected to drive the continuous growth and expansion of the domestic securities business. Since successfully converting CNS into a consolidated subsidiary through a tender offer in 2014, the Company has made efforts to build a stronger relationship with CNS.
The Company believes that by delisting CNS and further strengthening relationships within Nomura Group, it will be able to more flexibly implement its business strategy and accelerate decision-making. This will help the Company provide higher value-added services to its clients.
2. Overview of Tender Offer (as scheduled)
(1) | Offeror | Nomura Asia Investment (Singapore) Pte. Ltd. (wholly-owned |
subsidiary of the Company) | ||
(2) | Target company | CNS |
(3) | Tender Offer price | THB 2.51 per share |
(4) | Funds required1 | Up to approximately 2.7 billion yen (THB 1= JPY 3.52) |
(5) | Tender Offer period | From early January 2020 to early March 2020 (planned) |
Shareholding ratio of | Before: 85.78% | |
(6) | Nomura Group prior to | |
and following Tender | After: Up to 100% | |
Offer | ||
(7) | Conditions for launch | Approval of CNS shareholders' meeting and SET |
of Tender Offer | ||
3. Overview of CNS
(1) | Date of establishment | May 26, 1970 |
(2) | Paid-in Capital | THB 2,150 million (as of December 31, 2018) |
(3) | Number of employees | 542 (as of December 31, 2018) |
1 Funds required to acquire the shares held by CNS shareholders other than Nomura Group
Nomura Group has sent two executive directors and two directors to CNS. In addition, one employee from Nomura Group is seconded to CNS.
Operating results and financial condition for the three most recent fiscal years (Unit: THB in millions)
Fiscal year ending: | December 2016 | December 2017 | December 2018 | |
(5) | Net assets | 5,485 | 5,575 | 5,310 |
Total assets | 10,329 | 12,866 | 9,952 | |
Total revenue | 1,692 | 1,852 | 1,584 | |
Profit before income | 511 | 590 | 218 | |
tax | ||||
Net profit | 412 | 475 | 178 |
4. Impact on the Company's consolidated results
The impact of the Tender Offer on the Company's consolidated results is expected to be minimal.
ends
Nomura
Nomura is an Asia-headquartered financial services group with an integrated global network spanning over 30 countries. By connecting markets East & West, Nomura services the needs of individuals, institutions, corporates and governments through its four business divisions: Retail, Asset Management, and Wholesale (Global Markets and Investment Banking), and Merchant Banking. Founded in 1925, the firm is built on a tradition of disciplined entrepreneurship, serving clients with creative solutions and considered thought leadership. For further information about Nomura, visit www.nomura.com.
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Nomura Holdings Inc. published this content on 03 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 October 2019 15:25:04 UTC