ミライト・ホールディングス(1417) – Notice Regarding Share Transfer Agreement Under Which MIRAIT Holdings Corporation Will Make Seibu Construction Co., Ltd. a Subsidiary

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開示日時:2022/01/27 15:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.03 31,296,700 1,671,500 1,686,700 126.05
2019.03 37,591,100 2,069,900 2,097,200 259.19
2020.03 44,116,600 2,199,400 2,223,800 149.93
2021.03 46,374,400 3,013,000 3,049,900 229.59

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
1,922.0 1,986.54 2,028.905 7.19

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.03 217,100 1,256,200
2019.03 -1,046,800 649,100
2020.03 -247,000 793,600
2021.03 3,268,500 4,160,200

※金額の単位は[万円]

▼テキスト箇所の抽出

[Translation for Reference Only] ENGLISH TRANSLATION OF DOCUMENT IN JAPANESE This is an English translation of an original document in Japanese and is only provided for convenience. In all cases, the original Japanese version takes precedence. For Immediate Release January 27, 2022 Company Name Representative Inquiries Company Name Representative Inquiries MIRAIT Holdings Corporation President and Chief Executive Officer NAKAYAMA Toshiki (Code No.: 1417 First Section of the Tokyo Stock Exchange) Director and General Manager of Strategy AOYAMA Koji (TEL. +81-3-6807-3119) Seibu Holdings Inc. President & Chief Executive Officer GOTO Takashi (Code No.: 9024 First Section of the Tokyo Stock Exchange) General Manager of Corporate Communication KAWAKAMI Kiyoto (TEL. +81-3-6709-3112) Notice Regarding Conclusion of Share Transfer Agreement Under Which Seibu Construction Co., Ltd. Will Become a Subsidiary of MIRAIT Holdings Corporation, Constituting a Transfer of Subsidiary (Sub-subsidiary) of Seibu Holdings Inc. MIRAIT Holdings Corporation (“MIRAIT HD”) has resolved at the meeting of its Board of Directors held today to make Seibu Construction Co., Ltd. (“Seibu Construction”) a subsidiary through the acquisition of 95% of the shares of Seibu Construction held by Seibu Railway Co., Ltd. (“Seibu Railway”), which is a consolidated subsidiary of Seibu Holdings Inc. (“Seibu HD”). In addition, Seibu HD has resolved at the meeting of its Board of Directors held today to have Seibu Railway transfer 95% of the shares it holds of Seibu Construction to MIRAIT HD. Furthermore, MIRAIT HD and Seibu HD hereby announce that MIRAIT HD has concluded a share transfer agreement with Seibu Railway today as follows. As a result of this share transfer, Seibu Construction will cease to be a consolidated subsidiary of Seibu HD and become a consolidated subsidiary of MIRAIT HD. 1. Reasons for acquisition and transfer of shares The MIRAIT Group has expanded business in fields such as the information communication engineering business and the solutions business, mainly for communications carriers. To deal with the rapidly changing business environment surrounding the MIRAIT Group, the Group will transform its business structure, aiming for further corporate growth in the future. Specifically, the Group will bring management resources together for growth areas that will place “Future Domains*1,” which includes “contribution to the creation of environmentally-friendly and resilient communities” and “participation in the green power business contributing 1 to an era of decarbonization,” as its new growth strategy in the new group structure, created through the integration of MIRAIT HD, MIRAIT Corporation and MIRAIT Technologies Corporation, which is planned early next fiscal year. As a result of considerations regarding the vision for the business portfolio aiming to become “the best and strongest lifestyle support corporate group” in a post-COVID-19 society, Seibu HD agreed with this share transfer as it has judged that it will capture opportunities to realize asset-light business operations, which is one aspect of the management reform in “Notice Regarding the Formulation of “FY2021-FY2023 Seibu Group’s Medium-term Management Plan,” which was announced on May 13, 2021, and that transferring the shares to MIRAIT HD will contribute to medium- to long-term growth of Seibu Construction going forward. Through this share acquisition, MIRAIT HD will accelerate proactive business development in “Future Domains,” which will provide total solutions, from consulting proposals to design, construction and operation, for the community creation business and business related to green energy, combining communications, construction, civil engineering, electricity, data control, EMS, etc. by mutually supporting, sharing and utilizing management resources held by MIRAIT HD and Seibu Construction. Seibu Construction is a general construction company established in 1941 whose strengths lie in the Seibu Group’s railway-related construction projects as well as construction and civil engineering for area development along its railway lines and at resorts, etc. It aims to realize its management philosophy of being a “vibrant company that shares joy and is trusted by society.” As a member of the Seibu Group for many years since its foundation, Seibu Construction has contributed to the development of communities and society through Due to this change in shareholders, Seibu Construction will grow even more going forward by mutually supporting, sharing and utilizing management resources held by MIRAIT HD and Seibu Construction under the “manufacturing.” umbrella of MIRAIT HD. The MIRAIT Group and the Seibu Group will advance cooperative initiatives for the utilization of communications technology for social infrastructure, the introduction of green energy, etc. on the basis of having a good relationship of trust in order to carry out collaborative business. *1 Future Domains: As the new growth strategy for the MIRAIT Group, the Group will clarify business domains in which it will pursue business growth as the “Future Domains,” and aim to develop business using a “full-value model” that carries out solutions combining various technological fields, such as communications, construction, civil engineering, and electricity, for comprehensive value provision from proposals to ・ Reference: Presentation materials: “Financial Results Presentation for Q2 FYE 3/2022” (November 19, maintenance and operation. 2021) https://ir.mirait.co.jp/en/news/ 2 2. Description of the subsidiary to be transferred (Seibu Construction Co., Ltd.) (1) Name Seibu Construction Co., Ltd. (2) Head office location 1-16-15 Minami-Ikebukuro, Toshima-ku, Tokyo (3) Title and name of the representative President & Chief Executive Officer SATO Makoto (4) Business activities General construction business including civil engineering and construction, and other general construction work (5) Share capital ¥11,000 million (6) Date of establishment November 11, 1941 Major shareholders and shareholding Seibu Railway Co., Ltd.: 100% (7) ratio (8) Relationship between MIRAIT HD and the company concerned Capital relationship Not applicable Personnel relationship Not applicable Transactional relationship Not applicable Capital relationship Relationship between Seibu HD and the Personnel relationship company concerned Sub-subsidiary in which Seibu HD indirectly holds a 100% stake. Seibu HD dispatches officers to the company concerned. Seibu HD has transactions with Transactional relationship multiple consolidated subsidiaries, including Seibu Railway Co., Ltd. (9) Operating results and financial position of the company concerned for the last three years Fiscal year ended March 31, 2019 March 31, 2020 March 31, 2021 Net assets per share ¥672 ¥704 ¥745 Net assets Total assets Net sales Operating profit Ordinary profit Profit Earnings per share Dividends per share ¥37,656 million ¥39,451 million ¥41,724 million ¥73,666 million ¥78,896 million ¥69,851 million ¥81,484 million ¥80,252 million ¥68,645 million ¥4,717 million ¥4,482 million ¥2,965 million ¥4,821 million ¥4,621 million ¥3,085 million ¥3,582 million ¥4,533 million ¥2,463 million ¥63.97 ¥19.19 ¥80.94 ¥24.28 ¥43.99 ¥13.20 3 3. Description of the transferor of shares (1) Name (2) Location (3) Title and name of the representative Seibu Railway Co., Ltd. 1-16-15 Minami-Ikebukuro, Toshima-ku, Tokyo President and Representative Director KITAMURA Kimio Railway business, tourism business along railway lines and real (4) Business activities (5) Share capital (6) Date of establishment (7) Net assets (8) Total assets (9) ratio Relationship between MIRAIT HD and (10) the company concerned estate business ¥56,665 million May 7, 1912 As of March 31, 2021: ¥306,491 million As of March 31, 2021: ¥849,376 million Capital relationship Not applicable Personnel relationship Not applicable Transactional relationship Not applicable Relationship with related Not applicable parties Major shareholders and shareholding Seibu Holdings Inc.: 99.99% 4. Description of the transferee of shares (1) Name (2) Location (3) Title and name of the representative MIRAIT Holdings Corporation 5-6-36 Toyosu, Koto-ku, Tokyo President and Chief Executive Officer NAKAYAMA Toshiki (4) Business activities (5) Share capital (6) Date of establishment (7) Net assets (8) Total assets Relationship between Seibu HD and the (10) company concerned Telecommunications engineering work, electrical work, civil engineering work and construction work, and management control of its subsidiaries and Group companies engaged in the aforementioned businesses ¥7,000 million October 1, 2010 As of March 31, 2021: ¥111,920 million As of March 31, 2021: ¥166,364 million Sumitomo Electric Industries, Ltd. 3.60% Capital relationship Not applicable Personnel relationship Not applicable Transactional relationship Not applicable Relationship with related Not applicable parties 4 Major shareholders and shareholding Custody Bank of Japan, Ltd. (Trust Account) 10.74% (9) ratio The Master Trust Bank of Japan, Ltd. (Trust Account) 9.38% transfer [Number of voting rights] transfer 6. Schedule 7. Future outlook 5. Number of shares transferred, owned shares before and after transfer, and acquisition price MIRAIT HD Shareholding Seibu Railway Shareholding ratio ratio Number of shares owned before 0 shares 0% 56,000,000 shares 100.00% Number of shares transferred 53,200,000 shares – – [Number of voting rights] [53,200,000] Number of shares owned after 53,200,000 shares 95.00% 2,800,000 shares 5.00% [Number of voting rights] [53,200,000] [2,800,000] Acquisition price (including advisory fee, etc.) Total approximately ¥62.0 billion [56,000,000] (1) Date of resolution of the meeting of the Board of Directors January 27, 2022 (2) Date of conclusion of share transfer agreement January 27, 2022 (3) Date of share transfer March 31, 2022 (scheduled) As for MIRAIT HD, the effect of this share transfer on the MIRAIT Group’s operating results is expected to be immaterial for the current fiscal year but it is expected to contribute to increased earnings in the medium to long term from the next fiscal year. In addition, the effect of this share transfer on Seibu HD is as stated in “Notice Regarding Recognition of Extraordinary Income at a Subsidiary Resulting From Transfer of Shares of a Sub-subsidiary” separately announced by Seibu HD today. End [0] 5

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