REG - Mitsubishi Corp. - Transfer of Shares in Consolidated Subsidiary
17/03/2022 09:45
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RNS Number : 1187F Mitsubishi Corporation 17 March 2022
Translation of report filed with the Tokyo Stock Exchange on March 17, 2022
March 17(th), 2022
To whom it may concern:
Company name: Mitsubishi Corporation
Representative: Takehiko Kakiuchi, President and Chief Executive
Officer
Code Number: 8058
Contact: Takuma Okamoto, Press Relations
Team Leader, Corporate Communications Dept.
(TEL:+81-3-3210-2171)
Notice Regarding Transfer of Shares in Consolidated Subsidiary
Mitsubishi Corporation (MC) hereby announces today that its shares (51% of all
outstanding stock) held in its consolidated subsidiary Mitsubishi Corp.-UBS
Realty Inc. (MCUBSR) will be transferred to 76KK, an indirect subsidiary of
KKR & CO. INC. (together with its subsidiaries, hereafter "KKR"). 76KK is
also in agreement to acquire 100% of MCUBSR shares owned by UBS Asset
Management AG (49% of all outstanding stock), which in combination makes
MCUBSR a wholly owned subsidiary of 76KK.
1. Reasons for Share Transfer
MC has been involved in the real estate management business in the J-REIT
market through MC-UBSR, which was established in 2000 as a joint venture with
UBS Asset Management AG. MCUBSR's total assets under management through the
Japan Metropolitan Fund Investment Corporation and Industrial &
Infrastructure Fund Investment Corporation has expanded to 1.7 trillion yen,
establishing itself as one of the largest companies in the industry to manage
listed REITs. MC continuously strives to optimize and strengthen its business
portfolio, and has identified private REITs, private funds, and overseas asset
management as the main growth pillars of its real estate asset management
business. It has therefore determined the transfer of MCUBSR to KKR to be in
its best interest.
2. Outline of Subsidiary To Be Transferred
(1) Name Mitsubishi Corp.-UBS Realty Inc.
(2) Address Chiyoda-ku, Tokyo
(3) Title and Name of Representative Katsuji Okamoto, President & CEO Representative Director
(4) Description of Business Asset Management
(5) Capital 500 million yen
(6) Date Established November 2000 (previously named MC Asset Management Ltd.)
(7) Main Shareholders and Share Ownership Ratio Mitsubishi Corporation 51%; UBS Asset Management AG 49%
(8) Relationship Between Listed Company and Subsidiary Capital Relationship MC holds 51% of voting rights in subsidiary
Personnel Relationship MC has seconded four Directors (including the Representative Director), two
Audit & Supervisory Board Members, and seven employees (including
part-time)
Business Relationship N/A
(9) Operating results and financial position for the most recent three fiscal
years
MC-UBSR is not obliged to and does not intend to disclose financial statements
3. Outline of Buyer
(1) Name 76KK
(2) Address Chiyoda-ku, Tokyo
(3) Title and Name of Representative Billy Butcher, Representative Director
(4) Description of Business Holding Company
(5) Capital 5,000 yen (as of March 17, 2022)
(6) Date Established February 25(th), 2022
(7) Net Assets 5,000 yen (as of March 17, 2022)
(8) Total Assets 5,000 yen (as of March 17, 2022)
(9) Major Shareholders and Share Ownership Ratio KKR Asia LLC 100%(Note)
(10) Relationship Between MC and Buyer Capital Relationship N/A
Personnel Relationship N/A
Business Relationship N/A
Status of Related Parties N/A
4. Details Regarding Value of Shares and Number of Shares Held Before and
After the Transfer
(1) Number of Shares Held Before Transfer 5,100
(Total Number of Voting Rights: 5,100)
(Voting Rights Ratio: 51.0%)
(2) Number of Shares To Be Transferred 5,100
(Total Number of Voting Rights: 5,100)
(3) Price of Shares To Be Transferred 116 billion yen
(4) Number of Shares Held After Transfer 0
(Total Number of Voting Rights: 0)
(Voting Rights Ratio: 0%)
Note 1: The gain MC expects to record from the share transfer in the fiscal
year ending March 31, 2023 will exceed more than 30 % of the total profit
attributable to owners of the parent of the previous year.
Note 2: All of MC's shares held in Japan Metropolitan Fund Investment
Corporation and Industrial & Infrastructure Fund Investment Corporation
will also be transferred to 76KK.
5. Date of Change
(1) Date of Execution of Share Transfer Agreement March 17(th), 2022
(2) Date of Transfer of Shares April 2022 (Tentative)
6. Outlook
Following the transfer of its shares in MC-UBSR, MC will continue to expand
its real estate development and asset management business, led by its wholly
owned subsidiaries, Mitsubishi Corporation Urban Development, Inc. and Diamond
Realty Management Inc. In addition to leveraging its knowledge in real
estate-related businesses in Japan, MC will accelerate its initiatives in
overseas real estate and large-scale urban development/management business.
End
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