August 15, 2005
|
Name of company: |
KAGA ELECTRONICS CO., LTD |
|
Stock code: |
8154 |
|
Stock exchange listing: |
Tokyo, Stock Exchange, First Section |
|
Headquarters: |
2-2-9, Hongo, Bunkyo-ku, Tokyo |
|
Representative |
|
|
Title: |
Founder & CEO |
|
Name: |
Isao Tsukamoto |
|
Contact person |
|
|
Title: |
Senior Managing Director, Finance & Administration Headquarters |
|
Name: |
Waichiro Shimoyama |
|
Tel: |
+81-(0)3-4455-3111 |
Notice concerningSubsidiarizationof Kashimura Company Limited through
Subscription of Capital Increase by Third-Party Allocation
KAGA ELECTRONICS CO., LTD. (Founder and CEO: Isao Tsukamoto; Head Office:Bunkyo-ku,
Tokyo; Capital: 11,878 million yen) resolved to subsidize Kashimura Company Limited at our
extraordinary meeting of the board of directors on August 15, 2005, in accordance with a basic
agreement concerning business alliance with the said company, including capital participation, as
informed on July 28, 2005, which is as follows:
1. Purpose of Subsidiarization of Kashimura Company Limited
Kashimura Company Limited, established in 1947, is a general trading company specializing in
photograph and image related products. And we expect that such subsidiarization of the said
company would serve as a complement to and have a synergy effect on the network/know-how of
the said company, as well as on our group's information equipment distribution business centered
on PCs.
2. Stock Acquisition Method
(1) Subscription of Capital Increase by Third-Party Allocation
The extraordinary general meeting of shareholders of Kashimura Company Limited held on this
day has approved and resolved to make a capital increase through third-party allocation to our
company, and at the same time our extraordinary meeting of the board of directors has also
made a resolution to subscribe the capital increase.
Number of New Shares to be issued: 11,000,000 shares (The number of shares issued after such
capital increase will be 19,630,000 shares.)
Number of Shares to be subscribed: 11,000,000 shares (56.04% of the number of shares issued)
Stock Payment Date: August 16, 2005
Purpose of Capital Increase: Appropriation for working capital
(2) Transfer of Shares from Existing Shareholders
We will aim at securing no less than 70% of the total number of issued shares by September 30,
2005, through the transfer of shares from other existing shareholders as mentioned in above (1)
or otherwise.
3. Dispatch of Directors
An extraordinary general meeting of shareholders of Kashimura Company Limited has been
held on this day; and the following eight persons recommended by our company have been
appointed as director and auditor, and have taken office.
|
Chairman |
Isao Tsukamoto |
(Founder & CEO of KAGA ELECTRONICS) |
|
CEO |
Shinji Takahashi |
(Executive Vice President & Representative Director of KAGA ELECTRONICS) |
|
Senior Managing Director |
Sadao Hashimoto |
(Director of KAGA ELECTRONICS) |
|
Director |
Tomohisa Tsukamoto |
(Executive Vice President & Representative Director of KAGA ELECTRONICS) |
|
Director |
Shinsuke Takahashi |
(Senior Managing Director, Headquarters Division Director Information Systems Sales Headquarters of KAGA ELECTRONICS) |
|
Director |
Ryoichi Shima |
(General Manager President Office of KAGA ELECTRONICS) |
|
Director |
Atsushi Mochiduki |
(Assigned to KAGA ELECTRONICS) |
|
Auditor |
Hiroo Fujita |
(Statutory Auditor of KAGA ELECTRONICS) |
4. Effects on Business Performance
*Forecast of Business Performance after the Subsidiarization
(1) Parent Business Performance
There are no effects on parent business performance.
(2) Consolidated Business Performance
|
|
Net sales |
Ordinary income |
Net income |
|
|
|
Million yen |
Million yen |
Million yen |
|
|
Previous forecasts (A) |
244,000 |
9,470 |
5,960 |
|
|
Revised forecasts (B) |
259,000 |
9,470 |
5,960 |
|
|
Change (B-A) |
15,000 |
- |
- |
|
|
Change (%) |
6.1 |
- |
- |
|
|
Year on year change (%) |
3.5 |
9.6 |
26.0 |
* The above forecast has been determined and prepared by our company based on information obtained
at the present moment. Please understand that the actual business performance may vary greatly,
depending on the change in business conditions.