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March 30, 2015
OKASAN SECURITIES GROUP INC.
Okasan Securities Group Inc. today concluded a business and capital alliance memorandum with Marukuni Securities Co., Ltd. (head office: Chuo Ward, Tokyo; representative: Yasukuni Watanabe, President), as described below.
1.Reasons for concluding this business and capital alliance memorandum
The Company currently has six securities subsidiaries, including Okasan Securities Co., Ltd., the core Group member company. In addition, the Company enjoys friendly ties with 11 securities companies outside the Group ("friendly securities companies" hereinafter) and provides these friendly securities companies with various services, including services as agent for orders to exchanges (functioning as a flagship office) and products and investment information.
Founded in 1938, Marukuni Securities Co., Ltd., is a long-established securities company and one of the leading firms in the Tokyo financial district of Nihonbashi Kabutocho. It offers special strengths in sales of equities based on strong relationships with customers established over its long history.
Under such conditions, the Company has concluded a business and capital alliance memorandum covering support for the efforts of Marukuni Securities Co., Ltd. to further strengthen its sales capabilities. The Company plans to build a structure whereby it will provide Marukuni Securities Co. with various services for customers, including investment information, as well as back office services.
The Company will continue to seek to augment its corporate value by building cordial ties with various securities companies and by strengthening the power of its Group of companies.
2.Reasons for concluding this business and capital alliance memorandum
(1)Details of business alliance
The Company will develop a structure to enable use by Marukuni Securities Co., Ltd., of various customer services, including investment information and back office services provided by its Group member companies.
(2)Details of capital alliance
The Company will acquire approximately 20% of shares in Marukuni Securities Co., Ltd. issued and outstanding, as a precondition of the conclusion of the alliance described under (1) above. The method of acquisition of these shares is to be determined.
Marukuni Securities Co., Ltd. will as a result become an equity-method Company affiliate.
(3)Dispatch of president
Plans call for one person to be dispatched to Marukuni Securities Co., Ltd. from a Company's Group member company and to be appointed director of Marukuni Securities at the regular general meeting of shareholders of Marukuni Securities scheduled for June 2015. This director will be appointed president of Marukuni Securities Co. Ltd. at a meeting of the board of directors of Marukuni Securities scheduled after that regular general meeting of shareholders.
3.Overview of Marukuni Securities Co., Ltd.
(1) Name
Marukuni Securities Co., Ltd.
(2) Address
10-2 Nihonbashi Koamicho, Chuo Ward, Tokyo, Japan
(3) Name and title of representative
Yasukuni Watanabe, President
(4) Lines of business
Trading in financial instruments
(5) Capital
601.1 million yen
(6) Date established
May 19, 1938
(7) Major shareholders and their holdings
(As of March 31, 2014)
| Yasukuni Watanabe | 21.9% |
|---|---|
| Hulic Co., Ltd. | 18.0% |
| Kiyoko Watanabe | 12.7% |
| Marukuni Fudosan K.K. | 11.0% |
| Yoshiko Iikubo | 10.5% |
| Mizuho Bank, Ltd. | 5.0% |
| Yasuo Watanabe | 3.7% |
| Kunio Watanabe | 3.7% |
| Hirotsugu Iikubo | 3.2% |
| Kyoko Watanabe | 2.9% |
(8) Relationships between the parties to this alliance
| Capital relationships | None |
|---|---|
| Personal relationships | None |
| Transaction relationships | None |
| Interested party status | None |
(9) Business performance and financial conditions over three most recent years
| Fiscal year | Ended March 2012 | Ended March 2013 | Ended March 2014 |
|---|---|---|---|
| Net assets | 1,694 million yen | 3,874 million yen | 5,172 million yen |
| Total assets | 4,980 million yen | 10,016 million yen | 13,746 million yen |
| Operating revenue | 284 million yen | 375 million yen | 742 million yen |
| Operating income | -439 million yen | -290 million yen | 15 million yen |
| Ordinary income | -394 million yen | -249 million yen | 89 million yen |
| Net income | -394 million yen | 45 million yen | 795 million yen |
| Net income per share | -52.02 yen | 6.06 yen | 104.90 yen |
4.Future outlook
Plans call for the Company to acquire stock in Marukuni Securities Co., Ltd. This stock acquisition will be completed by the end of June 2015.
This transaction will have negligible effect on the Company's consolidated business performance.