News
Announcement Concerning Change in Status of Sub-Subsidiary Company via Dividends in Kind
Dec 26, 2019
At a meeting held December 26, 2019, the TechnoPro Holdings, Inc. board of directors resolved to acquire all shares of TechnoPro Construction, Inc., owned by wholly owned subsidiary TechnoPro, Inc., as dividends in kind. As a result of this transaction, TechnoPro Holdings will own all shares of TechnoPro Construction, resulting TechnoPro Construction changing in status from a sub-subsidiary to a subsidiary owned directly by TechnoPro Holdings.
1. Reasons for In-Kind Dividend from Subsidiary (Change in Status of Sub-Subsidiary)
TechnoPro and TechnoPro Construction are mainstay operating companies within the TechnoPro Holdings Group core engineer staffing business. Making the former TechnoPro Construction sub-subsidiary into a subsidiary owned directly by TechnoPro Holdings will facilitate group management strategy planning, while also and clarifying the profitability and business responsibilities for each group company. At the same time, this transaction will allow for the pursuit of synergistic effects among group companies. TechnoPro will distribute a dividend in kind representing all stock of TechnoPro Construction as a dividend of surplus (qualified dividend in kind).
Through this transaction, TechnoPro Holdings will acquire all stock of TechnoPro Construction and TechnoPro Construction will become a subsidiary owned directly by TechnoPro Holdings.
2. Disposition of TechnoPro Retained Earnings
TechnoPro will execute a dividend from surplus (dividend in kind) as descried below.
(1) Type of Assets Distributed and Total Book Value
The type of assets subject to distribution are assets other than monetary assets (common stock). The total book value of the assets in question immediately prior to the distribution are as follows
| Corporate Name: | Number of shares | Ownership ratio | Book value |
|---|---|---|---|
| TechnoPro Construction, Inc. | 2,200 shares | 100% | 3,241 million yen |
(2) Allocation of Assets to be distributed to TechnoPro Holdings
Upon taking effect, the entire dividend in kind will be allocated to TechnoPro Holdings, holder of all voting rights.
(3) Effective Date of the Dividend of Surplus
December 27, 2019
3. Overview of the Company Executing the Dividend in Kind
| (1) Company Name | TechnoPro, Inc. |
|---|---|
| (2) Head Office | 6-10-1 Roppongi, Minato-ku, Tokyo |
| (3) Representative (Name, Title) | Yasuji Nishio, representative director |
| (4) Business Lines | Engineer staffing and subcontracting businesses related to technical fields |
| (5) Capital | 101 million yen |
| (6) Established | June 1997 |
| (7) Net assets | 28,293 million yen (as of June 2019) |
| (8) Total assets | 49,964 million yen (as of June 2019) |
| (9) Major Shareholders and Ownership Ratios | TechnoPro Holdings, Inc. 100% |
4. Change in Status of Sub-Subsidiary Company
| (1) Company Name | TechnoPro Construction, Inc. |
|---|---|
| (2) Head Office | 6-10-1 Roppongi, Minato-ku, Tokyo |
| (3) Representative (Name, Title) | Tatsuya Sekiwa, representative director |
| (4) Business Lines | Engineer staffing in the construction management field |
| (5) Capital | 110 million |
| (6) Established | November 2008 |
| (7) Net assets | 3,377 million yen (as of June 2019) |
| (8) Total assets | 6,486 million yen (as of June 2019) |
| (9) Major Shareholders and Ownership Ratios | TechnoPro, Inc. 100% |
5. Schedule
| TechnoPro Holdings, Inc. board resolution | December 26, 2019 |
|---|---|
| TechnoPro, Inc. general meeting of shareholders resolution | December 26, 2019 |
| Effective date | December 27, 2019 |
6. Future Outlook
This intra-group transaction will entail no changes to the non-consolidated or consolidated net assets of TechnoPro Holdings. Accordingly, there will be no impact on consolidated financial results for the fiscal year ending June 2020.
[Note on translation]
This is a translation of the original Japanese document and provided for informational purpose only. If there are any discrepancies between this and the original, the original Japanese document prevails.