Kajima Corporation (the “Company”), at the Board of Directors’ Meeting held today, adopted a
resolution concerning changes in specified subsidiary. We hereby inform you of the following.
1. Reason for the changes
As part of enterprise in the domestic real estate development business, the Company decided to
establish Eaton Real EstateCo.Ltd., and to acquire 100 favored equities of Ginza Namiki Tokutei
Mokuteki Kaisha( Ginza Namiki TMK) and Ginza Kabuki Tokutei Mokuteki Kaisha( Ginza Kabuki
TMK) through Eaton Real EstateCo.Ltd.
Among those deals, Eaton Real EstateCo.Ltd. and Ginza Namiki TMK will come a
specified attachment of the Company as each of these companies ’ capital quantum is original to further
than 10 of the Company’s capital.
- Overview of the subsidiary subject to change
・Eaton Real Estate Co. Ltd. (a specified subsidiary)
(1) Name Eaton Real Estate Co. Ltd.
(2) Location 7th floor, Fujikage Building, 1-5, Motoakasaka 1-chome,
Minato-ku, Tokyo
(3) Job title and name
of representative Takahiko Tsukaguchi, Director
(4) Description of business Buying, selling and leasing of real estate as well as acting agency
and brokage of such real estate transactions
(5) Share capital ¥19,700 million (after a capital increase on October 28, 2022)
(6) Date of establishment August 19, 2022
(7)
Relationship between
the Company and
the said company
Capital
relationship
The Company owns 100% outstanding shares of
the said company.
Personnel
relationship A director is seconded from the Company.
Business
relationship
Part of the office space which the Company is
renting is subleased to the said company.
Note: Descriptions noted above are based on information expected as of October 31, 2022
2
- Overview of the subsidiaries to be acquired
・Ginza Namiki TMK (a specified subsidiary)
(1) Name Ginza Namiki Tokutei Mokuteki Kaisha
(2) Location 22-10-201, Toranomon 3-chome, Minato-ku, Tokyo
(3) Job title and name
of representative Kazuhiro Matsuzawa, Director
(4) Description of business
Acquisition, administration and disposition of specified assets
under the asset securitization plan based on the Act on the
Securitization of Assets
(5) Share capital ¥11,100 million
(6) Date of establishment July 20, 2017
(7) Ownership and its ratio of
preferred equities Grosvenor Limited, Japan Branch, 100%
(8)
Relationship between
the Company and
the said company
No applicable items to be noted in capital, personnel and business
relationship
(9) Operating results and financial positions of the said company for the last three years
As of / Fiscal year ended December 31, 2019
(Yen)
December 31, 2020
(Yen)
December 31, 2021
(Yen)
Net assets 11,931 million 11,432 million 11,437 million
Total assets 28,335 million 27,762 million 27,754 million
Net assets per share 51,430.39 51,496.30 51,519.51
Revenues 895 million 887 million 889 million
Operating profit 356 million 356 million 361 million
Ordinary profit 333 million 333 million 338 million
Net profit 331 million 332 million 337 million
Earnings per share 1,429.96 1,474.44 1,519.06
Dividend per share 1,429.96 1,495.85 1,519.06
・Ginza Kabuki TMK
(1) Name Ginza Kabuki Tokutei Mokuteki Kaisha
(2) Location 22-10-201, Toranomon 3-chome, Minato-ku, Tokyo
(3) Job title and name
of representative Kazuhiro Matsuzawa, Director
(4) Description of business
Acquisition, administration and disposition of specified assets
under the asset securitization plan based on the Act on the
Securitization of Assets
(5) Share capital ¥5,200 million
(6) Date of establishment March 13, 2020
(7) Ownership and its ratio of
preferred equities Grosvenor Limited, Japan Branch, 100%
(8)
Relationship between
the Company and
the said company
No applicable items to be noted in capital, personnel and business
relationship
3
- Overview of the counterparty to the acquisition of interests
(1) Name Grosvenor Limited
(2) Location 1910-1917 Jardine House, 1 Connaught Place, Central, Hong
Kong
(3) Job title and name
of representative Ian Douglas Mair, Director
(4) Description of business Property investment, provision of managements services and
business holding
(5) Share capital 400,244 thousand Hong Kong Dollars
(6) Date of establishment June 30, 1998
(7)
Relationship between
the Company and
the said company
No applicable items to be noted in capital, personnel, business
and related party relationship - Number of preferred equities acquired, acquisition costs, and holding before and after acquisition
(1) Preferred equities held
before the change
(Ginza Namiki TMK) – (Ratio of interests held: -)
(Ginza Kabuki TMK) – (Ratio of interests held: -)
(2) Number of preferred
equities to be acquired
(Ginza Namiki TMK) 222,000 units
(Ginza Kabuki TMK) 104,000 units
(3) Acquisition costs Preferred equities of above 2 TMKs: about ¥19.0 billion
(including associated expenses)
(4) Preferred equities held
after the change
(Ginza Namiki TMK) 222,000 units (Ratio of interest held:100%)
(Ginza Kabuki TMK) 104,000 units (Ratio of interest held:100%) - Timetable
(1) Date of resolution at the
board of directors’ meeting October 11, 2022
(2) Date of conclusion of the
agreement October 12, 2022 (expected)
(3) Date of commencement
of interests transfer October 31, 2022 (expected) - Future outlook
This acquisition has only minor impact on the Company’s consolidated financial performance for
the fiscal year ending March 31, 2023.
Source link:https://www.kajima.co.jp/
