Source - RNS
RNS Number : 8843I
Sumitomo Corp Capital Europe PLC
02 September 2016
 

September 2, 2016

To whom it may concern:

 

Company: Sumitomo Corporation

Representative: Kuniharu Nakamura, President & CEO

(Code No. 8053 [First Section, Tokyo Stock Exchange])

Inquiries: Kensuke Shinmori, General Manager

Corporate Communications Department

(TEL 03-5166-3100)

 

Notice of Acquisition of 100% Ownership of Sumisho Specialty Steel Corporation through Short-form Share Exchange

 

Sumitomo Corporation and its consolidated subsidiary Sumisho Specialty Steel Corporation (hereinafter, "Sumisho Specialty Steel") have approved resolutions at their respective Board of Directors meetings held today to carry out a share exchange involving Sumitomo Corporation as the wholly owning parent company and Sumisho Specialty Steel as the wholly owned subsidiary company (hereinafter, "this Share Exchange"), and a share exchange agreement has been concluded between the two companies.

 

Because this Share Exchange is a short-form share exchange for the purpose of converting a consolidated subsidiary into a wholly owned subsidiary, some of the disclosure items/content have been omitted here.

 

1.   Purpose of this Share Exchange

Sumisho Specialty Steel is a consolidated subsidiary of Sumitomo Corporation (which holds 89.73% of its shares) engaged in sales of various specialty steel materials and finished goods. In making Sumisho Specialty Steel a wholly owned subsidiary, Sumitomo Corporation is seeking to increase its maneuverability and flexibility in Group management, to ensure sustained business growth by utilizing management resources available within the Sumitomo Corporation Group, and to improve its own corporate value.

 

2. Overview of this Share Exchange

 (1) Schedule for this Share Exchange

Approval by Board of Directors of resolution to conclude share exchange agreement (both companies)

Friday, September 2, 2016

Conclusion of share exchange agreement (both companies)

Friday, September 2, 2016

Extraordinary general meeting of shareholders to approve share exchange agreement (Sumitomo Specialty Steel)

Tuesday, October 4, 2016 (tentative)

Share Exchange goes into effect

Wednesday, October 5, 2016 (tentative)

(Note) Sumitomo Corporation will implement this Share Exchange without obtaining the approval of the shareholders at a general meeting of shareholders in accordance with the short-form share exchange procedures under Article 796.2 of the Companies Act.

 

 (2) Format for this Share Exchange

This Share Exchange will involve Sumitomo Corporation as the wholly owning parent company and Sumisho Specialty Steel as the wholly owned subsidiary company.

 

  (3) Allocation of shares in connection with this Share Exchange

Company

Sumitomo Corporation (wholly owning parent company)

Sumisho Specialty Steel Corporation (wholly owned subsidiary company)

Allocation of shares in connection with this Share Exchange

1

0.431

Number of shares to be delivered in this Share Exchange

Ordinary shares: 52,052 (tentative)

 (Note 1) Allocation ratio of shares

Sumitomo Corporation will allocate/deliver 0.431 ordinary shares for each share of Sumisho Specialty Steel. However, there will be no allocation of shares for this Share Exchange for the Sumisho Specialty Steel shares already held by Sumitomo Corporation.

 (Note 2) Number of shares to be delivered in this Share Exchange

Sumitomo Corporation intends to deliver 52,052 ordinary Sumitomo Corporation shares for this Share Exchange. The shares to be delivered by Sumitomo Corporation will come from treasury shares it owns; Sumitomo Corporation has no plans to issue new shares for allocation in this Share Exchange.

 

 

  (4) Handling of share options and bonds with share options

Sumisho Specialty Steel has not issued share options or bonds with share options.

 

3.   Allocation calculations for this Share Exchange

The share price for Sumitomo Corporation as a listed company, was determined Japanese Yen 1093 per share, by the opening price on August 26,2016. The share price for Sumisho Specialty Steel as a non-listed company, was determined Japanese Yen 471 per share, by adjusted net asset value. The share exchange ratio was calculated by above calculation results.

 

The share exchange ratio was calculated on the presumptions that neither Sumitomo Corporation nor Sumisho Specialty Steel are expected to see substantial changes in earnings and that their assets and liabilities are not likely to differ significantly from their most recent financial statements.

 

4. Profiles of the companies involved in this Share Exchange


Wholly owning parent company

(as of March 31, 2016)

Wholly owned subsidiary company

(as of March 31, 2016)

(1)  Company Name

Sumitomo Corporation

Sumisho Specialty Steel Corporation

(2)  Head Office

Harumi 1-8-11, Chuo-ku, Tokyo

9F, Okura Building No. 2,Nishi-gotanda 2-28-5, Shinagawa-ku, Tokyo

(3) Representative

Kuniharu Nakamura, President & CEO

Kenji Yamamoto, President & CEO

(4) Summary of Business

General trading company

 

Sales of specialty steel materials, finished goods, magnet products, etc.

(5) Paid-in Capital

219,279 million yen

280 million yen

(6) Establishment Date

December 24, 1919

June 6, 1956

(7) Number of Shares Issued

1,250,602,867 shares

1,175,994 shares

(8) Book Closing Date

March 31

March 31

(9) Major Shareholders and Shareholding Ratio

The Master Trust Bank of Japan, Ltd.:5.65%

Japan Trustee Services Bank, Ltd. :4.73%

Liberty Programming Japan, LLC:3.65%

JP Morgan Chase Bank 385632:3.29%

Sumitomo Life Insurance Company 2.47%

Sumitomo Corporation  89.73%

Aichi Steel Corporation  10.27%

(10) Operating Results for the Most Recent Business Year and Financial Position as of the End of the Business Year (In millions of yen, except for those stated otherwise)

Company

Sumitomo Corporation (consolidated)

Sumisho Specialty Steel

Fiscal term

Term ended March 31, 2016

Term ended March 31, 2016

Net assets

(Equity attributable to owners of the parent)

2,251,509

1,540

Total assets

7,817,818

6,246

Net assets per share (yen)

(Equity per share attributable to owners of the parent)

1,803.95

1,309.81

Total trading transactions

7,584,146 (Note 1)

11,692

Revenues

4,010,808 (Note 2)

Operating profit

113,722

369

Ordinary income

344

Net income

(Profit for the year attributable to owners of the parent)

74,546

298

Net income per share (yen)

(Earnings per share attributable to owners of the parent (basic)) (yen)

59.73

253.79

(Note 1) Total trading transactions represents the gross transaction volume of trading activities, or the nominal aggregate value of the transactions for which the Companies act as a principal or as an agent. It is presented in a manner customarily used in Japan solely for Japanese investors' purposes.

(Note 2) Revenues is presented in accordance with IFRS.

 

5. Status after this Share Exchange

There will be no changes made by Sumitomo Corporation in its name, address, name/title of representative, business activities, capital or fiscal term as a consequence of this Share Exchange.

 

6. Future outlook

This Share Exchange is a transaction between Sumitomo Corporation and a consolidated subsidiary of Sumitomo Corporation, so any impact that this Share Exchange might have on Sumitomo Corporation's consolidated financial results will be negligible.

 

(Reference)

The consolidated earnings forecasts for the fiscal year ending March 31, 2017 (Fiscal year beginning on April 1, 2016 and ending March 31, 2017) and the results for the previous year

 

Total trading transactions

Operating

profit

Profit
before tax

Profit
for the year attributable to owners of the parent

Earnings
per share attributable to owners of the parent (basic)

Forecasts for the fiscal year ending March 31, 2017

(millions of yen)

N/A

(millions of yen)

N/A

(millions of yen)

170,000

(millions of yen)

130,000

(yen)

104.17

Results for the fiscal year ended March 31, 2016

7,584,146

113,722

140,116

75,546

59.73

 

Note: Cautionary Statement Concerning Forward-looking Statements

This notice includes forward-looking statements relating to our future plans, forecasts, objectives, expectations and intentions. The forward-looking statements reflect management's current assumptions and expectations of future events, and accordingly, they are inherently susceptible to uncertainties and changes in circumstances and are not guarantees of future performance. Actual results may differ materially, for a wide range of possible reasons, including general industry and market conditions and general international economic conditions. In light of the many risks and uncertainties, you are advised not to put undue reliance on these statements. The management forecasts included in this notice are not projections, and do not represent management's current estimates of future performance. Rather, they represent forecasts that management strives to achieve through the successful implementation of Sumitomo's business strategies. Sumitomo may be unsuccessful in implementing its business strategies, and management may fail to achieve its forecasts. Sumitomo is under no obligation - and - expressly disclaims any such obligation - to update or alter its forward-looking statements.

 

 

 


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