SBI HOLDINGS, INC. 
By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this announcement.
SBI HOLDINGS, INC.(Incorporated in Japan with limited liability)
(Stock code: 6488) OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is made pursuant to Rule 13.09(2) of the
Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited.
Please refer to the attached copy of the Announcement.
On behalf of the Board SBI Holdings, Inc. Yoshitaka Kitao
Chief Executive Officer
Japan, 29 November 2011
As of the date of this announcement, the executive Directors are Mr Yoshitaka Kitao, Mr Taro Izuchi, Mr Takashi Nakagawa, Mr Kenji Hirai, Mr Tomoya Asakura, Mr Takashi Okita, Mr Noriaki Maruyama, Mr Shumpei Morita, Mr Shinji Yamauchi, Mr Makoto Miyazaki, Mr Yoshimi Takahashi and Mr Masaki Takayanagi, the non-executive Directors are Mr Yasutaro Sawada, Mr Hiroyoshi Kido, Mr Noriyoshi Kimura and Mr Hiroshi Tasaka and the independent non-executive Directors are Mr Masaki Yoshida, Mr Kiyoshi Nagano, Mr Keiji Watanabe, Mr Takeshi Natsuno and Mr Akihiro Tamaki.
November 29, 2011
SBI Holdings, Inc. (TOKYO: 8473 / Hong Kong: 6488)
SBI Holdings, Inc. ("SBIH") hereby announces that it decided
at a Board of Directors meeting held today to conclude an
agreement with consolidated subsidiary eadvisor Co., Ltd.
(head office: Minato-ku, Tokyo; Representative Director:
Tomoya Asakura; hereinafter "eadvisor") to transfer the
MoneyLook Business it conducts to eadvisor through corporate
divestiture (simplified absorption-type corporate divesture)
with January 1, 2012 as the effective date (scheduled). As
this Corporate Divestiture is a simplified absorption-type
corporate divestiture in which the consolidated subsidiary
will become the successor company, some disclosure items and
contents are omitted.
1. Objective of the Corporate Divestiture
SBIH is engaged in the MoneyLook Business that operates
MoneyLook®, one of the largest account aggregation services
in Japan. MoneyLook® allows customers to access
Internet-based transaction services of banks, securities
firms and other financial institutions using a single ID and
password. They can then confirm their account balance and
view their account information such as transaction
information in a list with one click. Meanwhile, Morningstar
Japan K.K. ("Morningstar"), a subsidiary of SBIH and the
wholly owning parent company of eadvisor, has Japan's largest
fund database. Morningstar provides various financial
information and asset management analysis tools, which are
useful for investors to build assets, through websites, smart
phones and smart tablets. With the transfer of the MoneyLook
Business through corporate divestiture, SBIH will aim to
combine the account aggregation service MoneyLook® with
Morningstar's financial information and asset management
analysis tools. Its aim is to make life more convenient for
clients and provide them with more value-added services. SBIH
will promote business reorganization within the SBI Group so
that it can maximize its corporate value through a further
generation of synergy effects of the Group. (Even after the
said transfer, clients using this service will be able to use
it as before.)
2. Outline of the Corporate Divestiture
(1) Schedule of the Corporate Divestiture
Resolution passed by Board of Directors: November 29,
2011
Conclusion of Corporate Divestiture Agreement: November 29,
2011
Effective date of Corporate Divestiture: January 1, 2012 (
scheduled )
(Note) Since this Corporate Divestiture falls under the
simplified organizational restructuring as stipulated in
Article 784, Paragraph 3 of the Company Law, it will be
implemented without obtaining approval at SBIH's general
shareholders meeting.
(2) Procedure for the Corporate Divestiture
This Corporate Divestiture is an absorption-type (physical)
corporate divestiture in which SBIH will become the divesting
entity and eadvisor will become the successor entity.
(3) Details of the Allotment regarding the Corporate
Divestiture
In the Corporate Divestiture, SBIH will receive 2.10 million
yen as consideration for the transfer of rights and
obligations related to the MoneyLook Business to
eadvisor.
(4) Treatment of New Shares Reservation Rights and Bonds with
New Share Reservation Rights
There will be no change in new shares reservation we have
issued as a result of the Corporate
Divestiture.
(5) Changes in Capital
There will be no change in capital as a result of the
Corporate Divestiture.
(6) Rights and Obligations to Be Acquired by Successor
Entity
The successor entity shall acquire or assume a part of
assets, liabilities, and contractual rights and obligations
related to MoneyLook Business.
(7) Fulfillment of Obligations
SBIH and eadvisor will be able to perform or fulfill all
obligations of the Business after the effective of the
Corporate Divestiture.
3. Basis for Calculating the Allotment Associated with the
Corporate Divestiture
The allotment that SBIH will receive in relation to the
Corporate Divestiture was calculated through deliberation
between SBIH and eadvisor while giving full consideration to
factors such as the divested segment's earnings capabilities
and business scale.
4. Summary of Parties Concerned
Divesting Entity (as of September 30, 2011) | Successor Entity (as of October 25, 2011) | |
(1) Name | SBI Holdings, Inc. | eadvisor Co., Ltd. |
(2) Address of Head Office | 1-6-1 Roppongi, Minato-ku, Tokyo | 2-17-22 Akasaka, Minato-ku, Tokyo |
(3) Name and title of Representative | Yoshitaka Kitao Representative Director and CEO | Tomoya Asakura Representative Director |
(4) Main business Activities | Corporate group oversight and management, etc. through stock holdings, etc. | Financial Instruments intermediary service provider(under application), etc |
(5) Capital | JPY 81,663 million | JPY 15 million |
(6) Date of incorporation | July 8, 1999 | October 25, 2011 |
(7) Number of outstanding shares | 22,376,234 shares (including 74,621 treasury shares) | 600 shares |
(8) Fiscal year end | March 31 | March 31 |
(9) Majority shareholders and associated shareholdings |
(in units of million yens, unless otherwise described)
5. Summary of the Business
(1) Main Business Activity to be divested
Provision of MoneyLook®. This is an account aggregation
service that allows customers to access Internet-based
transaction services of banks, securities firms and other
financial institutions using a single ID and password. They
can then confirm their account balance and view their account
information such as transaction information in a list with
one click.
(2) Results of the Business (FY Ended March
2011)
Net sales 42 million yen
(3) Assets and Liabilities to be divested Assets 2,972
thousand yen Liabilities 1,444 thousand yen
6. Status of Parties Concerned after the Corporate
Divestiture
Divesting Entity | |
(1) Name | SBI Holdings, Inc. |
(2) Address of Head Office | 1-6-1 Roppongi, Minato-ku, Tokyo |
(3) Name and title of representative | Yoshitaka Kitao Representative Director and CEO |
(4) Main business Activities | Corporate group oversight and management, etc. through stock holdings, etc. |
(5) Capital | JPY 81,663 million |
(6) Fiscal year end | March 31 |
Successor Entity | |
(1) Name | eadvisor Co., Ltd. |
(2) Address of Head Office | 2-17-22 Akasaka, Minato-ku, Tokyo |
(3) Name and title of representative | Tomoya Asakura Representative Director |
(4) Main business Activities | MoneyLook business, financial instruments intermediary service provider (under application), etc. |
(5) Capital | JPY 15 million (Unchanged) |
(6) Fiscal year end | March 31 |
7. Future Prospects on the Consolidated Financial
Performance
The impact on the consolidated financial performance as a
result of the Corporate Divestiture is minimal because the
Successor Entity is the consolidated subsidiary.
