News Releases
(Change of Disclosure Matters)
Notice on Establishment of a Joint Venture with CHANGE Inc. through a Company Split (Simplified Incorporation-type Company Split), Assignment of Shares of the New Subsidiary and Capital Increase by Third Party Allotment
March 28, 2022
To whom it may concern,
Company name: Konica Minolta, Inc.
Representative: Shoei Yamana, President and CEO
Stock Exchange Listing: Tokyo (First Section)
Local Securities Code Number: 4902
Contact: Mami Iwamoto, General Manager, Corporate Communications Division
Tel: (81) 3-6250-2111
Konica Minolta, Inc. announces that it has amended a part of the Incorporation-type Company Split, which was originally announced in the timely disclosure “Notice on Establishment of a Joint Venture with CHANGE Inc. through a Company Split (Simplified Incorporation-type Company Split), Assignment of Shares of the New Subsidiary and Capital Increase by Third Party Allotment” dated December 24, 2021 and in the timely disclosure “(Progress of Disclosure Matters) Notice on Establishment of a Joint Venture with CHANGE Inc. through a Company Split (Simplified Incorporation-type Company Split), Assignment of Shares of the New Subsidiary and Capital Increase by Third Party Allotment” dated January 26, 2022.
The item numbers are in line with “Notice on Establishment of a Joint Venture with CHANGE Inc. through a Company Split (Simplified Incorporation-type Company Split), Assignment of Shares of the New Subsidiary and Capital Increase by Third Party Allotment” dated December 24, 2021 and the changes are underlined.
1. Reason for Changes
As a result of examinations to provide services to local governments as a joint venture as soon as possible, it was decided that it was necessary to accelerate the establishment of the company in March.
2. Contents of Changes
<Before the change>
II. Incorporation-type Company Split
1. Summary of the Incorporation-type Company Split
(1) Schedule
| Date of the resolution by the President and Representative Executive Officer | December 24, 2021 |
|---|---|
| Effective date of Company Split | April 1, 2022 |
4. Overview of the Business Division to be Split
(2) Operating results of the divisions to be divided
Revenue 434,484 thousand yen
(Note) Revenue figures are forecasted figures for the fiscal year ending March 31, 2022.
(3) Items and book values of assets and liabilities to be split
(Thousands of yen)
| Item | Book value | Item | Book value |
|---|---|---|---|
| Assets | Liabilities | ||
| Current assets | 37 | Current liabilities | - |
| Non-current assets | 180,749 | Non-current liabilities | - |
| Total assets | 180,786 | Total liabilities | - |
(Note) Assets and liabilities are forecasted figures for the fiscal year ending March 31, 2022.
IV. Third Party Allotment
1. Outline of the Third Party Allotment
| (1) Payment date | April 1, 2022 (planned) |
|---|---|
| (2) Number of new shares to be issued | 300 shares |
| (3) Issue price | 1 million yen per share |
| (4) Total issuance | 300 million yen |
| (5) Allottee | CHANGE Inc. |
V. Schedule of the Transactions
December 24, 2021 Date of decision by the Company’s President and CEO
December 24, 2021 Date of resolution by CHANGE’s Board of Directors
December 24, 2021 Date of execution of the Joint Venture Agreement
April 1, 2022 Effective date of the Transactions (planned)
April 1, 2022 Date of establishment of the joint venture (planned)
April 1, 2022 Date of start of operations by the joint venture (planned)
<After the change>
II. Incorporation-type Company Split
1. Summary of the Incorporation-type Company Split
(1) Schedule
| Date of the resolution by the President and Representative Executive Officer | December 24, 2021 |
|---|---|
| Effective date of Company Split | March 28, 2022 |
4. Overview of the Business Division to be Split
(2) Operating results of the divisions to be divided
Revenue 346,468 thousand yen
(Note) Revenue figures are forecasted figures for the fiscal year ending March 31, 2022.
(3) Items and book values of assets and liabilities to be split
(Thousands of yen)
| Item | Book value | Item | Book value |
|---|---|---|---|
| Assets | Liabilities | ||
| Current assets | 837 | Current liabilities | - |
| Non-current assets | 175,621 | Non-current liabilities | - |
| Total assets | 176,458 | Total liabilities | - |
(Note) Assets and liabilities are forecasted figures on March 28, 2022.
IV. Third Party Allotment
1. Outline of the Third Party Allotment
| (1) Payment date | By the end of April 2022 (planned) |
|---|---|
| (2) Number of new shares to be issued | 300 shares |
| (3) Issue price | 1 million yen per share |
| (4) Total issuance | 300 million yen |
| (5) Allottee | CHANGE Inc. |
V. Schedule of the Transactions
December 24, 2021 Date of decision by the Company’s President and CEO
December 24, 2021 Date of resolution by CHANGE’s Board of Directors
December 24, 2021 Date of execution of the Joint Venture Agreement
March 28, 2022 Effective date of the Incorporation-type Company Split
March 28, 2022 Date of establishment of Govmates Inc.
April 1, 2022 Date of the Share Transfer (planned)
April 1, 2022 Date of start of operations by Govmates Inc. (planned)
By the end of April 2022 Date of Third Party Allotment (planned)
Reference Information
● December 24, 2021
Notice on Establishment of a Joint Venture with CHANGE Inc. through a Company Split (Simplified Incorporation-type Company Split), Assignment of Shares of the New Subsidiary and Capital Increase by Third Party Allotment
https://www.konicaminolta.com/global/newsroom/2021/1224-01-01.html
● January 26, 2022
(Progress of Disclosure Matters) Notice on Establishment of a Joint Venture with CHANGE Inc. through a Company Split (Simplified Incorporation-type Company Split), Assignment of Shares of the New Subsidiary and Capital Increase by Third Party Allotment
https://www.konicaminolta.com/global/newsroom/2022/0126-01-01.html