Seibu : (Progress of Disclosure Matters) Notice Regarding Group Reorganization (Company Split between Consolidated Subsidiaries) and Changes in Management Structure of Tourism Facilities Along Railway Lines


[Translation for Reference Purposes Only]

ENGLISH TRANSLATION OF DOCUMENT IN JAPANESE

This is an English translation of an original document in Japanese and is only being provided for convenience. In all cases, the original Japanese version shall take precedence.

February 9, 2023

For Immediate Release

Company Name

Seibu Holdings Inc.

Representative

President & Chief Executive Officer

GOTO Takashi

(Code No.: 9024

Prime Market of the Tokyo Stock Exchange)

Inquiries

General Manager of Corporate

Communication

TATARA Yoshihiro

(TEL. +81-3-6709-3112)

(Progress of Disclosure Matters)

Notice Regarding Group Reorganization (Company Split between Consolidated Subsidiaries) and Changes in Management

Structure of Tourism Facilities Along Railway Lines

As announced in the “Notice Regarding Group Reorganization (Company Split between Consolidated Subsidiaries)” dated December 8, 2022, Seibu Holdings Inc. (hereinafter referred to as the “Company”) is promoting the “Review of Organization and Management Structure” as part of the “Management Reforms for Urban Transportation and Regional Business” and decided to transfer the Real Estate business and the Tourism business along railway lines of SEIBU RAILWAY Co., Ltd., our consolidated subsidiary (Head Office: Tokorozawa-Shi, Saitama Prefecture, President and Representative Director: KITAMURA Kimio; hereinafter referred to as “SR”), to SEIBU REALTY SOLUTIONS INC., another consolidated subsidiary of the Company (Head Office: Toshima-ku, Tokyo, President: SAITO Tomohide; hereinafter referred to as “SRS”), through an absorption-type company split (hereinafter referred to as the “SRS Company Split”) with the effective date of April 1, 2023 (scheduled). The Company has decided the assets subject to transfer and hereby announces the outline thereof.

In addition to the transfer of the real estate, the Company resolved, at a Board of Directors meeting held today, that (i) with respect to the “Best Management Structure for the Seibu Group” in the Tourism business along railway lines, which was being reviewed at the time of the announcement on December 8, 2022, from April 1, 2023, the management body of Seibuen Amusement Park would be changed from Seibuen Amusement Park Co., Ltd., our consolidated subsidiary (Head Office: Tokorozawa-shi, Saitama Prefecture, President and Representative Director: YODA Tatsuya; hereinafter referred to as “SEY”), to Yokohama Hakkeijima Inc., another consolidated subsidiary of the Company (Head Office: Yokohama-shi, Kanagawa Prefecture, President and Representative Director: TAKEGUCHI Yutaka; hereinafter referred to as “HKJ”), and the management body of Kikusuitei would be changed from SEY to SEIBU PRINCE HOTELS WORLDWIDE INC., another consolidated subsidiary of the Company (Head Office: Toshima-ku, Tokyo, President and Representative Director: KOYAMA Masahiko; hereinafter referred to as “SPW”), and

  1. with respect to tourism facilities along the SEIBU railway lines, the management structure will be changed to one in which Seibu Recreation Co., Ltd. (Head Office: Tokorozawa-shi, Saitama Prefecture, President and Representative Director: YODA Tatsuya; hereinafter referred to as “REC”) will be responsible for the income and expenses thereof. Therefore, the Company hereby

announces the outline of such changes. In addition, in connection with the changes in the management structure of REC, the Company has also resolved, at the Board of Directors meeting held today, that SR’s business relating to tourism facilities along railway lines will be transferred to REC through an absorption-type company split (hereinafter referred to as the “REC Company Split”) with the effective date of April 1, 2023 (scheduled).

1. Outline of the Assets Subject to Transfer through the SRS Company Split (Progress of Disclosure Matters)

As announced on December 8, 2022, the Company plans to transfer the assets, liabilities and other rights and obligations relating to SR’s “Real Estate business and Tourism business along railway lines” to SRS with April 1, 2023 (scheduled) as the effective date. An agreement regarding the SRS Company Split was executed between SR and SRS on January 26, 2023 and they agreed on the details of the land and buildings to be transferred.

The assets subject to transfer mainly consist of the land and buildings of Seibuen area (the area excluding areas along the Yamaguchi Line and including Seibuen Amusement Park, Belluna Dome, Seibuen Golf Course, Seibuen Velodrome and Seibu Dome Tennis Court), the site where “Warner Bros. Studio Tour Tokyo – The Making of Harry Potter” is planned to be opened (a part of the former “Toshimaen Amusement Park” site) and others and the amount thereof is planned to be approximately 80 billion yen based on the book value of the fixed assets.

2. “Best Management Structure for the Seibu Group” in the Tourism Business along Railway Lines

(1) Background

As announced on December 8, 2022, the Company has been considering the “Best Management Structure for the Seibu Group” in the Tourism business along railway lines as part of the “Review of Organization and Management Structure” in connection with the “Management Reforms for Urban Transportation and Regional Business.” With the aims of further improving the profitability by consolidating the resources and know-how held by the Group and improving the expertise of each operating company, the Company decided that, from April 1, 2023 (scheduled), the management body of Seibuen Amusement Park, which is currently managed by SEY, would be changed to HKJ; the management body of Kikusuitei would be changed from SEY to SPW; and the tourism facilities along the Seibu railway lines, which are currently managed by REC by way of a subcontract from SR, would be changed to a management structure in which REC would be responsible for the income and expenses thereof.

(2) Changes in the Management Bodies of Seibuen Amusement Park and Kikusuitei

With regard to the Seibuen Amusement Park, since the renewal opening in 2021 as the “new Seibuen Amusement Park, under the concept of providing a heartwarming, happy place” in collaboration with Katana Inc., which has extensive marketing know-how, the number of visitors surpassed that before the renewal opening, despite the severe environment of the COVID-19 pandemic and this was accomplished by acquiring a new customer base and expanding the marketing area to regions other than the neighboring areas. As the COVID-19 pandemic is expected to be under control, the management of Seibuen Amusement Park will be transferred to HKJ from April 1, 2023 (scheduled) in order to provide an even greater high added value experience. HKJ has managed leisure facilities such as aquariums and amusement parks for many years, including Yokohama Hakkeijima Sea Paradise (Yokohama-shi, Kanagawa Prefecture) and Xpark (Taoyuan City, Taiwan). The Company aims to improve its operational capabilities and expertise by consolidating resources and know-how through this transfer of managements. In addition, from the same date, through the SRS Company Split, the scheme will be changed to one in which the owner of the land and buildings of Seibuen Amusement Park will be SRS and SRS will subcontract the management thereof to HKJ. SRS, which will be the new owner of the land and buildings, and HKJ, which will be the new management body, will continue to closely cooperate with Katana Inc., which is a collaborative partner, to work together to further develop Seibuen Amusement Park.

– 2 –

Outline of Yokohama Hakkeijima Inc., the new management body

(1)

Company name

Yokohama Hakkeijima Inc.

(2)

Business purpose

Operation and management of leisure facilities such as aquariums and amusement

parks

(3)

Date of incorporation

February 1, 1990

(4)

Location of the head office

Hakkeijima, Kanazawa-ku,Yokohama-shi, Kanagawa Prefecture

(5)

Name and title of the

TAKEGUCHI Yutaka, President and Representative Director

Representative

(6)

Paid-in capital

820 million yen

(7)

Major shareholders and

SEIBU PRINCE HOTELS WORLDWIDE INC.: 83.9%

shareholding ratio

(8) Managing facilities

Yokohama Hakkeijima Sea Paradise (Yokohama-shi, Kanagawa Prefecture)

Maxell Aquapark Shinagawa (Minato-ku, Tokyo)

Sendai Umino-Mori Aquarium (Sendai-shi, Miyagi Prefecture)

Joetsu Aquarium Umigatari (Joetsu-shi, Niigata Prefecture) *Designated Manager

Hamura Zoo (Hamura-shi, Tokyo) *Designated Manager

Xpark (Taoyuan City, Taiwan) *Managed by: Taiwan Yokohama Hakkeijima Inc.

With regard to Kikusuitei, which is adjacent to Seibuen Amusement Park and is currently managed by SEY, we will initiate the new management structure―under which the owner of the land and buildings of Kikusuitei will be SRS and SRS will subcontract the management thereof to SPW―from April 1, 2023 (scheduled), through the SRS Company Split. We will also utilize the knowhow possessed by SPW to provide more value than ever for stays at Kikusuitei.

(3) Changes by REC in the management structure for tourism facilities along railway lines

With regard to the tourism facilities along the Seibu Railway lines, which are currently managed under a scheme in which SR holds the assets and manages the business while REC is entrusted with the managements, the management structure will be changed from April 1, 2023 (scheduled), to one in which REC leases the facilities from the asset holder and REC is responsible for the income and expenses thereof. By integrating business management and operations, we will increase the speed of conducting business managements to satisfy our customers more than ever, and further strengthen cooperation with local communities, thereby contributing to the enhancement of the value of Seibu Railway’s line-side areas. In addition, in connection with the said changes in the management structure, the REC Company Split will be conducted, whereby SR’s business relating to tourism facilities along railway lines will be transferred to REC, with the same effective date.

3. REC Company Split

(1) Background and purpose

As described in 2. (3).

(2) Summary of the company split

(i) Schedule

Board of Directors meeting to approve absorption-type company split

February 1, 2023

agreement (REC)

Board of Directors meeting to approve absorption-type company split

February 7, 2023

agreement (SR)

Board of Directors meeting to approve absorption-type company split

February 9, 2023

agreement (Company)

Execution of absorption-type company split agreement

February 9, 2023

Effective date of absorption-type company split agreement

April 1, 2023 (scheduled)

Note: As the REC Company Split falls, in relation to SR, under a simplified absorption-type company split as stipulated in – 3 –

Article 784, Paragraph 2 of the Companies Act, and, in relation to REC, under a short-formabsorption-type company split as stipulated in Article 796, Paragraph 1 of the Companies Act, both companies will conduct the REC Company Split without obtaining approval of the absorption-type company split agreement at a general meeting of shareholders.

  1. Method of the company split
    This is a company split (absorption-type company split) in which SR is the splitting company and REC is the succeeding company.
  2. Details of allocation of the company split

Not applicable.

  1. Treatment of share acquisition rights and bonds with share acquisition rights in the company split Not applicable.
  2. Increase/decrease in paid-in capital due to the company split
    There will be no change in the paid-in capital of each of SR and REC.
  3. Rights and obligations to be succeeded to by the succeeding company

REC will, on the date on which the company split becomes effective, succeed to all of the assets, liabilities and other

rights and obligations pertaining to the businesses of SR subject to the company split, within the scope provided for under

the absorption-type company split agreement.

(vii) Prospect of REC’s fulfillment of obligations

REC is deemed to be fully capable with regard to the prospect of REC’s performing the obligations that it is to bear after

the date on which the company split becomes effective.

– 4 –

(3)

Outline of the parties involved in the company split (As of March 31, 2022)

_Splitting company

Succeeding company

(1)

Company name

SEIBU RAILWAY Co., Ltd.

Seibu Recreation Co., Ltd.

(2)

Business purpose

Railway business, tourism business along

Management of leisure facilities, sports

railway lines, real estate business

facilities and other tourism facilities

(3)

Date of incorporation

May 7, 1912

June 3, 1997

(4)

Location of the head office

1-16-15Minami-Ikebukuro,Toshima-ku,

1-16-15Minami-Ikebukuro,Toshima-ku,

Tokyo

Tokyo

(5)

Name and title of the

KITAMURA Kimio, President and

YODA

Tatsuya,

President

and

Representative

Representative Director

Representative Director

(6)

Paid-in capital

56,665 million yen

30 million yen

(7) Total number of issued shares

433,304,640 shares

600 shares

(8)

Fiscal year-end

March 31

March 31

(9)

Major shareholders and

The Company: 99.99%

SEIBU RAILWAY Co., Ltd.: 100%

shareholding ratio

(10) Financial position and

operating results

(Fiscal year ended March

31, 2022)

Total assets

823,542 million yen

510 million yen

Net assets

335,971 million yen

– 47 million yen

Net sales

117,623 million yen

1,816 million yen

Operating profit

2,334 million yen

11 million yen

Ordinary profit

1,673 million yen

13 million yen

Profit

35,010 million yen

12 million yen

Dividends per share

77 yen

20,325 yen

Net assets per share

610 yen

– 79,524 yen

(4) Outline of the businesses subject to split

Businesses of tourism facilities, listed below, along railway lines.

Seibuen Velodrome

Seibu Fitness emifit Higashikurume

Kamisato Restaurant Prince

Sayama Indoor Ski

Toshimaen Niwanoyu

Seibu Dome Tennis Court

BIGBOX Takadanobaba Seibu Fitness Club

DyDo DRINCO Ice Arena

Seibu Fitness Club Tokorozawa

BIGBOX Higashiyamato (including skate center)

Seibu Fitness emifit Saginomiya

Sayama Soba Kiyose Branch

(5) Operating results of the businesses subject to split (Fiscal year ended March 31, 2022)

Net sales

4,116 million yen

(6) Assets and liabilities subject to split and the amounts thereof (as of March 31, 2022)

Assets

Liabilities

Item

Book value

Item

Book value

Current assets

519 million yen

Current liabilities

1,928 million yen

Fixed assets

2,069 million yen

Long-term liabilities

105 million yen

Total

2,588 million yen

Total

2,033 million yen

Note: The actual amount of assets and liabilities subject to split will be finalized after considering any increase or decrease up to the effective date with respect to the above amounts.

  1. Status after the company split
    There will be no change in the company name, location, name and title of representative, business purpose, paid-in capital, and fiscal year-end of each of SR and REC as a result of the REC Company Split.

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Disclaimer

Seibu Holdings Inc. published this content on 09 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 February 2023 06:32:07 UTC.

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