This document has been prepared in accordance with accounting principles and practices generally accepted in Japan, and translated for reference only from the original Japanese version. The Company gives no warranty with respect to its correctness.
The original disclosure in Japanese was released on January 16, 2017
Takara Holdings Inc.
Notice Regarding Subscription to Third-Party Allotment of Shares
of Japanese Food Wholesaler in Australia (Nippon Food Supplies Company Pty Ltd.)
by Consolidated Subsidiary (Takara Shuzo Co., Ltd.)
Takara Shuzo Co., Ltd. (“Takara Shuzo”), a consolidated subsidiary of Takara Holdings, resolved at its Board of Directors’ meeting held on January 16, 2017 to subscribe to third-party allotment of shares by Nippon Food Supplies Company Pty Ltd. (“Nippon Food”), a Japanese food wholesaler in Australia. Details of the subscription to third-party allotment of shares are as described below.
Through the subscription to third-party allotment of shares, Takara Shuzo’s ownership ratio of Nippon Food’s voting rights will be 51.0%, and therefore Nippon Food will become a consolidated subsidiary (specified subsidiary) of the Company.
1. Rationale for the subscription to third-party allotment of shares
Under Takara Group Vision 2020, our long-term vision for the ten years beginning in April 2011, the Group aims to expand business in markets where Takara advantages can be leveraged domestically and overseas and build a well-balanced business structure that can hold up well to business environment changes. In addition, the Takara Group Medium-Term Management Plan FY2017, the three-year management plan formulated as the second step of an action plan aimed at achieving the long-term vision, sets out a basic policy under which we will improve domestic business profitability and expand our overseas business, while at the same time building a well-balanced business structure that can hold up well to business environment changes by accelerating the growth of our Biomedical business and promotes efforts aimed at building a Japanese food wholesale network in the United States., Europe, and worldwide as one of our priority strategies.
The Takara Shuzo Group, which forms the core of the Takara Group, acquired the shares of Foodex S.A.S., a Japanese food wholesaler in France, in April 2010 and entered the Japanese Food Wholesale Business in overseas market. Subsequently, Takara Shuzo has proceeded to expand its Japanese food wholesale network in Europe welcoming Tazaki Foods Ltd., into the Group in September 2013 followed by Cominport Distribución S.L., which operates in Spain and Poland in March 2014.In July 2016, Keta Foods, Lda of Portugal has also joined the Group. In the United States, Takara Shuzo has also strengthened its long-standing partnership with Mutual Trading Co., Inc. through the subscription to third-party allotment of its shares in November 2016, welcoming the company to the Group.
By welcoming Nippon Food, which is one of the Australia’s major Japanese food wholesalers, to the Group through the subscription, the Group realizes its business expansion to Asia and Oceania, one of the significant strategic themes, along with the business growth in Europe and the United States. Going forward backed by the worldwide expansion of the market for Japanese food, the Group will actively advance the construction and expansion of a Japanese food wholesale network and further expand our business and increase our corporate value by spreading Japanese food culture around the world.
２．Overview of Nippon Food
| (1) | Name | Nippon Food Supplies Company Pty Ltd. | ||||||||||||||||||||||||
| (2) | Location | Sydney, New South Wales, Australia | ||||||||||||||||||||||||
| (3) | Representative | Harumasa Murayama, Director and CEO | ||||||||||||||||||||||||
| (4) | Business | Import and wholesale of alcoholic beverages, food products,and seasonings |
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| (5) | Capital | 1,664 Thousand Australian dollars | ||||||||||||||||||||||||
| (6) | Established | November 30, 2015 | ||||||||||||||||||||||||
| (7) | Principal shareholders and percentage of sharesheld |
Harumasa Murayama 100.0% | ||||||||||||||||||||||||
| (8) | Relationships between the listed company and the said company |
（Capital relationship） （Personnel relationship） |
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| (9) | Number of officers and employees |
Three Officers and 75 employees *as of January 2017 | ||||||||||||||||||||||||
| (10) | Fiscal year-end | December 31 | ||||||||||||||||||||||||
| (11) | (For reference*) Operating performance and financial position over the past three years |
Units: Thousand Australian dollars
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* Nippon Food accepted the transfer of the business of Kansai Foods Pty Ltd (a Japanese food wholesaler wholly owned by Mr. Harumasa Murayama) as of January 1, 2017. As such, figures for operating performance and financial position of Kansai Foods Pty. Ltd. (Fiscal year-end: June 30) are shown in the above table for reference.
３．Overview of Takara Shuzo
| (1) | Name | Takara Shuzo Co., Ltd. |
| (2) | Location | 609 Takenaka-cho, Fushimi-ku, Kyoto, Japan |
| (3) | Representative | Toshio Kakimoto, President |
| (4) | Business | Manufacture and sale of alcoholic beverages, seasonings, and raw alcohol |
| (5) | Capital | 1,000 million yen |
| (6) | Established | April 1, 2002 |
| (7) | Principal shareholders and percentage of sharesheld | Takara Holdings Inc. 100% |
４．Number of shares to be acquired, acquisition price and percentage of ownership before and after acquisition of shares
| (1) | Number of shares owned before transfer | 0 shares (ownership ratio of voting rights: 0.0%) |
| (2) | Number of shares to be acquired | 510 shares |
| (3) | Acquisition price | Acquisition price through subscription to third-party allotment 16,046 Thousand Australian dollars |
| (4) | Number of shares owned after transfer | 510 shares (ownership ratio of voting rights: 51.0%) |
５．Schedule
| (1) | Resolution at Board of Directors’ meeting | January 16, 2017 |
| (2) | Conclusion of share subscription through third-party allotment agreement | January 16, 2017 (scheduled) |
| (3) | Payment date for share subscription through third-party allotment | January 17, 2017 (scheduled) |
６. Impact on Earnings
Through the subscription, Nippon Food will become a consolidated subsidiary of the Company, but the impact on consolidated earnings for the fiscal year ending March 31, 2017 is expected to be immaterial, as it will be consolidated from the fiscal year ending March 31, 2018.
