Press Release
5-1, NIHONBASHI 2-CHOME,CHUO-KU, TOKYO 103-6130 JAPAN
Note: This English translation is for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail.
We assume no responsibility for this translation or for direct, indirect or any other form of damage arising from the translation.
(TSE, NSE: 8616) March 18, 2022
Re: Termination of the business alliance between our consolidated subsidiaries
We (hereafter "the Company" where appropriate), announce that two of our consolidated subsidiaries, ACE Securities Co., Ltd. ("ACE Securities" hereafter) and Maruhachi Securities Co., Ltd. ("Maruhachi Securities" hereafter) decided respectively at their board of directors' meetings held today to terminate the comprehensive business alliance agreement that was concluded on November 1, 2008. The alliance was designed to strengthen their securities businesses. We set out below the details of the termination.
1. The reason for termination
ACE Securities and Maruhachi Securities established a business alliance to maximize profit and improve customer satisfaction respectively with enhanced operating efficiency. Toward that end, both companies effectively shared the business resources each company possesses such as talent, information, and other resources, and they took advantage of mutual accessibility to a large combined market as a benefit of the alliance.
They decided on the alliance termination at their board of directors' meetings on the following grounds.
- Effective May 1, 2022, Tokai Tokyo Securities Co., Ltd. and ACE Securities will be merged as surviving entity and expiring entities respectively.
- ACE Securities made a decision today at its board of directors' meeting to the effect that ACE RESEARCH INSTITUTE Co., Ltd. (voting rights share: 80% by ACE Securities, 20% by Maruhachi Securities), which provides research information to both ACE Securities and Maruhachi Securities, shall be dissolved on the effective date of April 30, 2022. Further, Maruhachi Securities, at its board of directors' meeting, decided today to terminate an outsourcing agreement with ACE RESEARCH INSTITUTE Co., Ltd. on the effective date of April 30, 2022.
- The function such as information supply may be provided by another subsidiary of the Company.
2. Description of the business alliance to be terminated.
The agreement was reached between ACE Securities and Maruhachi Securities to terminate the comprehensive business alliance agreement concerning securities business operations that was concluded on the effective date of November 1, 2008.
- Schedule for the termination
- The date on which the decision on termination is made by the respective board of directors' meetings: March 18, 2022.
- The effective termination date: March 18, 2022
- The profile of the company that terminates business alliance
<ACE Securities>
(I) | Company Name | ACE Securities Co., Ltd. | ||||||||
(II) | Address | 2 Chome 6-11 Honmachi, Chuo Ku, Osaka City | ||||||||
(III) | Name and Position of the | Yoshinori Deguchi, President and Representative | ||||||||
Representative | Director | |||||||||
(IV) | Business | Financial Instruments Business Operator | ||||||||
(V) | Capital Stock | ¥8,831,125,000 (as of December 31, 2021) | ||||||||
(VI) | Date of | Incorporation | February 21, 1931 | |||||||
(VII) Large | as of December 31, 2021 | Tokai Tokyo Financial Holdings, Inc., 100% shareholder | ||||||||
shareholder(s) | ||||||||||
(VIII) | The relation between the | Company and the ACE Securities ("the subject" hereafter | ||||||||
where appropriate) | ||||||||||
Capital Relation | The Company owns 100% voting rights of the subject. | |||||||||
Mr. Satoshi Matsui, a director of the subject, | ||||||||||
concurrently served as a Company's Managing Executive | ||||||||||
Officer, and Mr. Masaaki Murakami now concurrently | ||||||||||
Personnel Relation | serves as an Advisor to the Company, Also, Mr. Ichiro | |||||||||
Goda now concurrently serves as a Director of the | ||||||||||
Company. In | addition, Mr. Yoshifumi Ito now | |||||||||
concurrently serves as a Managing Executive Officer of | ||||||||||
the Company. | ||||||||||
Business Relation | The Company supplies its products to the subject. | |||||||||
Status as Related Party | The subject is | a wholly-owned | subsidiary of the | |||||||
Company. | ||||||||||
(IX) | Business | Performance and | Financial Status of ACE Securities during the Recent | |||||||
Three-year Period (in million yen unless otherwise noted) | ||||||||||
Fiscal Year Ended in: | March 2019 | March 2020 | March 2021 | |||||||
Consolidated Net Assets | 26,874 | 26,870 | 28,673 | |||||||
Consolidated Total Assets | 37,560 | 40,128 | 42,098 | |||||||
Per-share Consolidated Net Assets | 4,553.70 Yen | 4,589.30 Yen | 4,920.26 Yen | |||||||
Consolidated Operating Revenue | 10,050 | 10,043 | 11,260 | |||||||
Consolidated Ordinary Income | 860 | 1,248 | 2,297 | |||||||
Consolidated Net Income Attributable to the | 500 | 830 | 1,464 | |||||||
Parent Company | ||||||||||
Per-share Consolidated Net Income | 100.34 Yen | 166.63 Yen | 293.77 Yen | |||||||
Dividend Per-share | 50.00 Yen | 60.00 Yen | 0 Yen | |||||||
<Maruhachi Securities> | ||||||||||
(I) | Company Name | Maruhachi Securities Co., Ltd. | ||||||||
(II) | Address | 2 Chome 4 Shinsakaemachi, Naka Ku, Nagoya City, Aichi Prefecture | ||||||||
(III) | Name and Position of the | Takuya Suzuki, President and Representative Director | ||||||||
Representative | ||||||||||
(IV) | Business | Financial Instruments Business Operator | |||||||
(V) | Capital Stock | ¥3,751,856,000 (as of December 31, 2021) | |||||||
(VI) | Date of Incorporation | March 30, 1944 | |||||||
(VII) | ACE Securities Co., Ltd. | 43.63%* | |||||||
Yoshitaka Nakamura | 15.11% | ||||||||
Nomura Properties, Inc. | 5.45% | ||||||||
Fumiko Nakamura | 2.19% | ||||||||
KousukeHosokawa | |||||||||
Major Shareholders and Respective | 1.21% | ||||||||
Fund Creation Co., Ltd. | 1.03% | ||||||||
Shareholding Ratios (as of September | HideakiYamaguchi | ||||||||
30, 2021) | 0.98% | ||||||||
Maruhachi Securities Employee Shareholders' | 0.81% | ||||||||
Association | |||||||||
Yasunori Satono | 0.58% | ||||||||
(VIII) | Relation between the Company and Maruhachi Securities. | ||||||||
Capital Relation | The Company owns 43.63% of Maruhachi Securities's stocks. | ||||||||
Both Mr. Hiromi Tajima and Mr. Takuya Suzuki, Directors of Maruhachi Securities, | |||||||||
Personnel Relation | were the Company's Managing Executive Directors and Mr. Masato Kozawa was the | ||||||||
Company's Managing Executive Officer. | |||||||||
Business Relation | The Company Group supplies its products to Maruhachi Securities. | ||||||||
Status as Related Party | Maruhachi Securities is a consolidated subsidiary of the Company. | ||||||||
(IX) | Business Performance and Financial | Status of Maruhachi Securities in the Recent Three-year Period (in million yen unless | |||||||
otherwise noted) | |||||||||
Fiscal Year Ended in: | March 2019 | March 2020 | March 2021 | ||||||
Net Assets | 7,064 | 6,752 | 7,346 | ||||||
Total Assets | 8,722 | 8,698 | 9,957 | ||||||
Per-share Net Assets | 1,769.94 Yen | 1,691.73 Yen | 1,840.71Yen | ||||||
Operating Revenue | 2,898 | 2,421 | 3,040 | ||||||
Ordinary Income | 548 | 228 | 607 | ||||||
Net Income | 406 | 163 | 413 | ||||||
Per-share Net Income | 101.72 Yen | 40.90 Yen | 103.60 Yen | ||||||
Dividend Per-share | 50.00 Yen | 30.00 Yen | 50.00 Yen |
(Note) The "major shareholders" and "shareholding ratio" described above are the same as those in the "2nd Quarterly Report for the 104th Fiscal Year" submitted on November 12, 2021, by Maruhachi Securities.
- The shares of Maruhachi Securities that ACE Securities had possessed (with a shareholding ratio of 43.63%) were transferred to the Company in the form of a dividend in kind on the effective date of November 15, 2021.
5. Future Outlook
The impact on the Company's consolidated performance the matter announced today may cause would be insignificant.
(end)
Contact: +81-(0)3-3517-8618, Corporate Communications, Tokai Tokyo Financial Holdings, Inc.
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Tokai Tokyo Financial Holdings Inc. published this content on 18 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 March 2022 09:40:08 UTC.