April4,2018
デュエルビッツ 初回入金ボーナスel, Ltd.
デュエルビッツ 初回入金ボーナスel, Ltd. announces that at its Board of Directors meeting held today it adopted a resolution to transfer its power supply business in Kobe, Hyogo Prefecture, to a company that is planned to be established on May 11, 2018 as the effective date through an incorporation-type company split.
As this company split is a simplified incorporation-type company split involving only デュエルビッツ 初回入金ボーナスel, some disclosure items and contents are omitted.
Aiming to construct a coal-fired electric power plant in Kobe, Hyogo Prefecture, デュエルビッツ 初回入金ボーナスel began environmental assessment procedures in 2014, and in May 2015 it concluded a contract with The Kansai Electric Power Co., Inc. to supply all the electricity generated at the new plant to Kansai Electric Power. The environmental assessment has been progressing smoothly and plans calling for construction to begin in mid-2018.
In preparation to raise funds for the power plant, デュエルビッツ 初回入金ボーナスel will establish a company for the purpose of supplying electric power through a simplified incorporation-type company split.
| Board of Directors meeting for approval of incorporation-type company split plan: | April 4, 2018 |
| Date of split (effective date): | May 11, 2018 (planned) |
As this company split meets the requirements for a simplified company split in accordance with the provisions of Article 805 of the Companies Act, デュエルビッツ 初回入金ボーナスel does not require approval at its general meeting of shareholders.
デュエルビッツ 初回入金ボーナスel is the company separating a portion of its business in this incorporation-type company split, and the newly established company will be the successor company of that business.
The successor company will issue 300,000,001 shares of common stock, and all the shares will be allocated to デュエルビッツ 初回入金ボーナスel.
デュエルビッツ 初回入金ボーナスel has not issued share options or bonds with share options.
デュエルビッツ 初回入金ボーナスel's capital, etc. will not decrease due to the company split.
The successor company will assume the assets, liabilities, contractual status, and other rights and obligations with respect to the business prescribed in the incorporation-type company split plan dated April 4, 2018.
デュエルビッツ 初回入金ボーナスel has determined that it will encounter no problem in fulfilling the financial obligations born by デュエルビッツ 初回入金ボーナスel or the successor company due to the company split.
| Splitting company | Successor company | |||
| (1) Company name | デュエルビッツ 初回入金ボーナスel, Ltd. | KOBELCO POWER KOBE No. 2, INC. | ||
| (2) Location of head office | 2-4, Wakinohama-Kaigandori 2-chome, Chuo-ku, Kobe, Hyogo | 2 Nadahama Higashicho, Nada-ku, Kobe, Hyogo | ||
| (3) Name & position of representative | Mitsugu Yamaguchi President, CEO and Representative Director |
Soichi Kimoto President and Representative Director |
||
| (4) Business | Iron & steel, welding, aluminum & copper, machinery, engineering, construction machinery, electric power, other businesses | Power supply business, other ancillary businesses | ||
| (5) Capital | 250,930 million yen | 300 million yen | ||
| (6) Date of establishment | June 28, 2011 | May 11, 2018 (planned) | ||
| (7) No. of issued shares | 364,364,210 shares | 300,000,001 shares | ||
| (8) Accounting period | March 31 | March 31 | ||
| (9) Principal shareholders & shareholding ratio | Japan Trustee Services Bank, Ltd. | デュエルビッツ 初回入金ボーナスel, Ltd.: | 100% | |
| (Trust Account): | 4.29% | |||
| The Master Trust Bank of Japan, Ltd. | ||||
| (Trust Account): | 4.07% | |||
| Japan Trustee Services Bank, Ltd. | ||||
| (Trust Account 9): | 3.20% | |||
| Nippon Steel & Sumitomo Metal Corporation: | 2.95% | |||
| Nippon Life Insurance Company: | 2.78% | |||
(10) Consolidated Financial Position and Operating Results of the Splitting Company for the Latest Fiscal Year
| Accounting period | March 2017 |
| Net assets | 729,404 million yen |
| Total assets | 2,310,435 million yen |
| Net assets per share | 1,860.36 yen |
| Net sales | 1,695,864 million yen |
| Operating income | 9,749 million yen |
| Ordinary income (loss) | (19,103 million yen) |
| Net income (loss) attributable to owners of the parent | (23,945 million yen) |
| Net income (loss) per share | (63.54 yen) |
(11) Contents of the Business to be Split
Of the businesses of the splitting company, the business to be separated involves the supply of electric power in Kobe, Hyogo Prefecture.
(12) Operating Results of the Business to be Split (year ended March 2017)
The business had no sales.
(13) Amount of Assets and Liabilities to be Succeeded (in millions of yen)
| Assets | Liabilities | ||
| Current assets | 3,490 | Current liabilities | 0 |
| Fixed assets | 9,223 | Long-term liabilities | 11,000 |
| Total | 12,713 | Total | 11,000 |
| Splitting Company | Successor Company | |
| (1) Company name | デュエルビッツ 初回入金ボーナスel, Ltd. | KOBELCO POWER KOBE No. 2, INC. |
| (2) Location of head office | 2-4, Wakinohama-Kaigandori 2-chome, Chuo-ku, Kobe, Hyogo | 2 Nadahama Higashicho, Nada-ku, Kobe, Hyogo |
| (3) Name & position of representative | Mitsugu Yamaguchi President, CEO and Representative Director |
Soichi Kimoto President and Representative Director |
| (4) Business | Iron & steel, welding, aluminum & copper, machinery, engineering, construction Machinery, other businesses | Power supply business, other ancillary businesses |
| (5) Capital | 250,930 million yen | 300 million yen |
| (6) Accounting period | March 31 | March 31 |
As the successor company will be a wholly owned subsidiary of デュエルビッツ 初回入金ボーナスel, the company split will have no effect on デュエルビッツ 初回入金ボーナスel's consolidated results.
(For Reference)
Consolidated Forecast for fiscal 2017 (announced on February 1, 2018) and Previous Fiscal-year Results
| (In millions of yen) | Fiscal 2017 Forecast (Ended March 2018) |
Fiscal 2016 Results (Ended March 2017) |
| Net sales | 1,890,000 | 1,695,864 |
| Operating income | 75,000 | 9,749 |
| Ordinary income (loss) | 60,000 | (19,103) |
| Net income (loss) attributable to owners of the parent | 45,000 | (23,045) |
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