Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
May 13, 2024 | |
Company Name: | Restar Corporation |
(Code: 3156 Tokyo Stock | |
Exchange Prime Market) | |
Representative: | Tomoharu Asaka, |
Representative Director | |
Vice President | |
Contact Information: | Atsuki Ishida, |
Corporate Officer | |
(Tel.: +81-3-3458-4618) |
Notice Concerning Corporate Demerger (Simplified/Short-FormAbsorption-type Demerger)
of a Wholly Owned Subsidiary (Kyoshin Communications Shikoku Co., LTD.)
Restar Corporation (hereinafter, the "Company") hereby announces that the meeting of the Board of Directors held today passed a resolution to transfer to the Company the video and audio related business of Kyoshin Communications Shikoku CO., LTD., (hereinafter, "KYCOM Shikoku"), a consolidated subsidiary of the Company, by means of a corporate demerger (hereinafter, the "Demerger.").
Since the Demerger is an absorption-type demerger involving the Company and the Company's wholly-owned subsidiary (a simplified/short-formabsorption-type demerger), certain disclosures and details have been omitted.
1. Purpose of the Demerger
With the addition of KYCOM Shikoku's video and audio related business to its systems business unit, the Company aims to further develop and expand its business by creating synergies through the effective utilization of Group management resources and integrated operations.
2. Summary of the Demerger
(1) | Schedule of the Demerger | |
Date of resolution by the Board of Directors | May 13, 2024 | |
Date of agreement | May 13, 2024 | |
Effective date | July 1, 2024 (scheduled) |
Note: Since the Demerger falls under the category of a simplified demerger as defined in Article 796, Paragraph 2 of the Companies Act for the Company and a short-form demerger as defined in Article 784, Paragraph 1 of the Companies Act for KYCOM Shikoku, both demergers will be conducted without a resolution at a general meeting of shareholders.
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Method of the Demerger
An absorption-type demerger in which the Company will be the successor company and KYCOM Shikoku will be the demerged company. - Details of Allotment Related to the Demerger
Since the Demerger is an absorption-type demerger of a wholly-owned subsidiary of the Company, there will be no allotment of shares or other money, etc. as a result of the Demerger. - Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in Connection with the Demerger
No capital relationship - Capital to be Increased or Decreased as a Result of the Demerger
There will be no increase or decrease in the Company's capital as a result of the Demerger.
- Rights and Obligations to be Assumed by the Successor Company
In the Demerger, the Company will assume the assets, liabilities, contracts, and other rights and obligations related to the subject business to the extent provided in the absorption-type demerger agreement executed between the Company and KYCOM Shikoku at the time of the Demerger. - Prospect of Fulfillment of Obligations
The Company has determined that there are no problems with the fulfillment of obligations to be assumed by the Company and KYCOM Shikoku after the effective date of the Demerger.
3. Overview of the Companies Involved in the Demerger
Successor company | Demerged company | ||||||
(1) Name | Restar Corporation | Kyoshin Communications Shikoku | |||||
CO., LTD. | |||||||
(2) Description of | Sales | of | and | technical support | for | Sales and installation of video, audio, | |
business | semiconductors and electronic components, | information and telecommunications | |||||
LSI design development; and contract | equipment and related accessories | ||||||
reliability test services | |||||||
Solutions, | design, construction, | and | |||||
maintenance engineering for video, audio, | |||||||
communications, and measurement | |||||||
Operation | and | management | for | the | |||
introduction and popularization of renewable | |||||||
energy from solar power generation | |||||||
(3) Date of | October 1, 2009 | May 28, 1974 | |||||
establishment | |||||||
(4) Head office location | 2-10-9 Konan, Minato-ku, Tokyo | 61 Jonan-cho,Marugame-city, | |||||
Kagawa | |||||||
(5) Job title and name | Kunihiro | Konno, | Representative | Director, | Eijiro Akiyama, President, | ||
of representative | Chairman, and President | Representative Director | |||||
(6) Share capital | 4,383 million yen | 10 million yen | |||||
(7) Number of issued | 30,072,643 shares | 20,000 shares | |||||
shares | (As of March 31, 2024) | ||||||
(8) Fiscal year-end | March | March | |||||
(9) Major shareholders | KMF Corporation: 20.04% | Restar Corporation: 100% | |||||
and shareholding | S-GRANT CO., LTD.: 9.63% | ||||||
ratios | The Master Trust Bank of Japan, Ltd. (trust | ||||||
account): 7.44% | |||||||
Retirement Benefit Trust (Sony Group 003) of | |||||||
Mizuho Trust & Banking Co., Ltd. Retrustee: | |||||||
Custody Bank of Japan, Ltd.: 7.43% | |||||||
MUFG Bank, Ltd.: 2.72% | |||||||
Retirement Benefit Trust (Sony Group 008) of | |||||||
Mizuho Trust & Banking Co., Ltd. Retrustee: | |||||||
Custody Bank of Japan, Ltd.: 2.38% | |||||||
CITY INDEX ELEVENTH CO, Ltd.: 2.34% | |||||||
Mizuho Bank, Ltd.: 2.30% | |||||||
Restar Holdings Corporation Employee Stock | |||||||
Ownership Association: 2.18% | |||||||
Custody Bank of Japan, Ltd. (trust account): | |||||||
1.94% | |||||||
(As of March 31, 2024) | |||||||
(10) Financial position and operating results for the most recent fiscal year | |||||||
Fiscal year-end | Fiscal year ended March 31, 2024 | Fiscal year ended March 31, 2024 | |||||
(consolidated) | (non-consolidated) | ||||||
Net assets | 91,024 million | yen | 133 million yen | ||||
Net assets per share | 3,026.84 | yen | 6,666.15 yen | ||||
Total assets | 293,464 million yen | 366 million yen | |||||
2 |
Net sales | 512,484 million yen | 565 million yen | |||||
Operating profit | 15,930 million yen | 19 million yen | |||||
Ordinary profit | 9,690 million yen | 21 million yen | |||||
Net profit | 7,004 million yen | 29 million yen | |||||
Basic earnings per share | 232.92 yen | 1,470.48 yen | |||||
4. | Overview of the business division to be demerged | ||||||
(1) | Business details of the business division to be demerged | ||||||
Video and audio related business | |||||||
(2) | Operating results of business to be demerged (March 31, 2024) | ||||||
Net sales: 498 million yen | |||||||
(3) | Items and amounts of assets and liabilities to be demerged (as of March 31, 2024) | ||||||
Item | Book value | Item | Book value | ||||
Current assets | 282 million yen | Current liabilities | 131 million yen | ||||
Non-current assets | 26 million yen | Non-current liabilities | 4 million yen | ||||
Total | 308 million yen | Total | 135 million yen | ||||
Note: Since provisional calculation was made based on the book value as of March 31, 2024, the | |||||||
actual amounts of assets and liabilities to be demerged will be determined by adding or subtracting | |||||||
increases or decreases up to the effective date. | |||||||
5. | Status after Demerger |
There will be no change in the name, head office location, job title and name of representative, business, share capital and fiscal year-end of the Company and KYCOM Shikoku after the Demerger.
6. Future Outlook
Since the Demerger involves the Company and its wholly-owned subsidiary, the impact on the Company's consolidated financial results will be minor.
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Restar Holdings Corporation published this content on 24 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 May 2024 02:33:09 UTC.