April 18, 2023
FOR IMMEDIATE RELEASE
Company Name: | Tokyo Tatemono Co., Ltd. |
Representative: | Hitoshi Nomura |
Representative Director | |
President and Chief Executive Officer | |
Securities Code: | 8804 (Prime Market of Tokyo Stock Exchange) |
Contact: | Munetoshi Harunaga |
General Manager | |
Corporate Communications Department | |
Phone: | +81-(0)3-3274-1984 |
Notice Regarding Changes (Share Transfer) in a Consolidated Subsidiary and
the Conclusion of a Business Alliance Agreement
Tokyo Tatemono Co., Ltd. (Head Office: Chuo-ku, Tokyo; Representative Director, President & Chief Executive Officer: Hitoshi Nomura; hereinafter "Tokyo Tatemono") hereby announces that it has entered into a share transfer contract (hereinafter the "Share Transfer") with Global Kids Company Corp. (hereinafter "GKC") to sell its entire equity stake (90% of all issued shares) in the consolidated subsidiary Tokyo Tatemono Kids Co., Ltd. (hereinafter "Kids") to GKC; and that it has entered into a business alliance agreement with Global Kids Corp. (hereinafter "GK"), a consolidated subsidiary of GKC, concerning the development and operation of childcare facilities.
1. Reason for the share transfer
Tokyo Tatemono established Kids in June 2016 through a joint investment with GKC to contribute to resolving the issue of nursery school waiting lists by providing a childcare service, thereby supporting work-family balance, and has since developed and operated childcare and related facilities, mainly in Tokyo and surrounding areas.
In view of the current shrinking trend in nursery school waiting lists and the slowdown in demand for the development of new childcare facilities, Tokyo Tatemono has revised its vision for the future expansion of the childcare business. As a result of this review, it has concluded that for Kids to further enhance its childcare services and continue to develop, it must pursue greater operational efficiency, and has therefore decided to implement the Share Transfer.
GKC has a consistently high track record in the development and operation of childcare facilities. It already holds an equity stake in Kids, and has a deep understanding of its business and management. The Company has therefore determined that the Share Transfer to GKC is the best way to achieve sustainably robust growth for Kids.
Tokyo Tatemono is progressing with the optimization of its business portfolio, including the implementation of the Share Transfer, based on its Medium-Term Business Plan. It will continue to engage in this optimization to enhance corporate value.
2. Profile of subsidiary undergoing change
(1) Company name | Tokyo Tatemono Kids Co., Ltd. |
(2) Head office address | 4-3-18,Nihonbashi-Muromachi,Chuo-ku, Tokyo |
(3) Representative | Kenichiro Takahashi, President & Chief Executive Officer | |||||||||
(4) Business | Development and operation of childcare facilities | |||||||||
(5) Capital | JPY 100 million | |||||||||
(6) Establishment | August 1, 2016 | |||||||||
(7) Major shareholders and shareholding ratios | Tokyo Tatemono Co., Ltd.: 90% | |||||||||
Global Kids Company Corp.: 10% | ||||||||||
(8) Relationship between the listed | Capital | Tokyo Tatemono holds 90% of the shares of the subsidiary | ||||||||
company and the subsidiary | Tokyo Tatemono has dispatched three Directors, including a | |||||||||
Personnel | Representative Director, one Audit & Supervisory Board | |||||||||
Member, and one manager (including concurrent and part- | ||||||||||
time service) to the subsidiary | ||||||||||
Trading | Tokyo Tatemono has intra-group transactions with the | |||||||||
subsidiary relating to matters such as the lease of buildings | ||||||||||
and the loan of funds | ||||||||||
(9) Consolidated business results and consolidated financial position of the subsidiary for the past three years | ||||||||||
Fiscal year | FYE Dec. 2020 | FYE Dec. 2021 | FYE Dec. 2022 | |||||||
Net assets | JPY 298 million | JPY 378 million | JPY 426 million | |||||||
Total assets | JPY 1,695 million | JPY 1,639 million | JPY 1,530 million | |||||||
Net assets per share | JPY 14,925 | JPY 18,919 | JPY 21,321 | |||||||
Net sales | JPY 1,608 million | JPY 1,822 million | JPY 1,928 million | |||||||
Operating profit | JPY (35) million | JPY 10 million | JPY (11) million | |||||||
Ordinary profit | JPY 161 million | JPY 95 million | JPY 88 million | |||||||
Profit | JPY 19 million | JPY 79 million | JPY 48 million | |||||||
Profit per share | JPY 968 | JPY 3,993 | JPY 2,402 | |||||||
Dividend per share | ― | ― | ― | |||||||
3. Overview of the transferee of the shares | ||||||||||
(1) Company name | Global Kids Company Corp. | |||||||||
(2) Head office address | 2-14-36, Fujimi, Chiyoda-ku, Tokyo | |||||||||
(3) Representative | Yuichi Nakasho, Representative Director & CEO | |||||||||
(4) Business | Operation of childcare facilities, nursery school | |||||||||
establishment consulting, etc. | ||||||||||
(5) Capital | JPY 1,296 million | |||||||||
(6) Establishment | October 1, 2015 | |||||||||
(7) Net assets | JPY 8,254 million | |||||||||
(8) Total assets | JPY 16,269 million | |||||||||
(9) Major shareholders and shareholding ratios | Nakaya Corp.: 41.80% | |||||||||
Yuichi Nakasho: 5.83% | ||||||||||
(10) Relationship between the | Capital | Tokyo Tatemono holds 100,000 shares of the shares of the | ||||||||
listed company and the | transferee (equivalent to a shareholding ratio of 1.06%) | |||||||||
transferee | Personnel | Not applicable | ||||||||
Trading | Not applicable | |||||||||
Status of | ||||||||||
applicability to | Not applicable | |||||||||
related parties |
4. Number of shares to be transferred, value of the transfer, and status of shareholding before and after the transfer
(1) Number of shares owned by the Company | 18,000 shares |
before the transfer | (Number of voting rights: 18,000, percentage of voting |
rights: 90%) | |
(2) Number of shares to be transferred | 18,000 shares |
(Number of voting rights: 18,000, percentage of voting | |
rights: 90%) |
(3) Value of the transfer | JPY 370 million | |
(4) Number of shares owned by the Company after | 0 share | |
the transfer | (Number of voting rights: 0, percentage of voting rights: 0%) | |
5. Schedule | ||
(1) Date of conclusion of share transfer agreement | April 18, 2023 | |
(2) Effective date of transfer of shares | June 1, 2023 (planned) |
6. Future outlook
The effect of the Share Transfer on the consolidated financial results of Tokyo Tatemono will be immaterial, and the consolidated earnings forecasts for the fiscal year ending December 31, 2023, announced on February 13, 2023, remain unchanged.
7.Conclusion of a business alliance agreement
Tokyo Tatemono has concluded a business alliance agreement with GK, effective today, for the joint or cooperative development and operation of childcare facilities.
Tokyo Tatemono will continue to strive to create business opportunities through the development of childcare facilities.
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Tokyo Tatemono Co. Ltd. published this content on 27 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2023 00:56:01 UTC.