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March 30, 2015
OKASAN SECURITIES GROUP INC.
Okasan Securities Group Inc. today concluded a memorandum on a business and capital alliance with Securities Japan, Inc. (head office: Chuo Ward, Tokyo; representative: Hideaki Saito, President), as described below.
1.Reasons for this business and capital alliance
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.
Under such conditions, by concluding a business and capital alliance with Securities Japan, Inc., which operates a nationwide network across Japan through which it functions as a flagship office and provides various services, including services related to products to approximately 60 securities companies, the Company plans to establish a structure whereby its Group member companies will provide Securities Japan, Inc., and the securities companies with which it engages in transactions with services for customers, including products and investment information, as well as back office services.
Securities Japan, Inc. and roughly one-half of the securities companies with which it engages in transactions use securities computer systems provided by Japan Information Processing Service Co., Ltd. Okasan Information Systems Co., Ltd., a Company subsidiary, has entered into a business alliance with Japan Information Processing Service Co. to support the development and operation of a new computer system by Japan Information Processing Service Co. A joint venture company called SOARE Solutions Co., Ltd. was established for this purpose in September 2014.
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.Details of this business and capital alliance memorandum
(1)Details of business alliance
- The Company will develop a structure that enables the provision to Securities Japan, Inc. and the companies with which it engages in transactions of various services currently provided to customers by its Group member companies. These services will include products and investment information.
- The Company will develop a structure to enable the use of the back office services of its Group member companies by Securities Japan, Inc. and the securities companies with which it engages in transactions.
(2)Details of capital alliance
The Company and its Group member companies will acquire approximately 15% of the shares of Securities Japan, Inc. stock issued and outstanding, as a precondition of the conclusion of the alliance described under (1) above.
(3)Dispatch of director
Plans call for one person to be dispatched to Securities Japan, Inc. from a Company's Group member company and to be appointed director at the regular general meeting of shareholders of Securities Japan, Inc. scheduled for June 2015.
3.Overview of Securities Japan, Inc.
(1) Name
Securities Japan, Inc.
(2) Address
1-2-18 Nihonbashi Kayabacho, Chuo Ward, Tokyo, Japan
(3) Name and title of representative
Hideaki Saito, President
(4) Lines of business
Trading in financial instruments
(5) Capital
3 billion yen
(6) Date established
April 26, 1944
(7) Major shareholders and their holdings
(As of September 30, 2014)
Not including 10.6% treasury stock
| 1. Nihon Building Co., Ltd. | 11.7% |
|---|---|
| 2. Jowa Holdings Co., Ltd. | 10.6% |
| 3. Nissan Motor Co., Ltd. | 5.9% |
| 4. Tosoh Corporation | 5.7% |
| 5. Mizuho Bank, Ltd. | 4.9% |
| 6. Cedyna Financial Corp. | 4.9% |
| 7. Cosmo Oil Co., Ltd. | 3.2% |
| 8. Oji Steel Co., Ltd. | 3.2% |
| 9. Sumitomo Mitsui Trust Bank, Ltd. | 2.6% |
| 10. Maruha Nichiro Corporation | 2.4% |
(8) Relationships between
the parties to this alliance
| Capital relationships | None |
|---|---|
| Personal relationships | None |
| Transaction relationships | No transaction relationships worth noting |
| 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 | 13,100 million yen | 17,902 million yen | 21,807 million yen |
| Total assets | 33,844 million yen | 57,904 million yen | 59,731 million yen |
| Net assets per share | 697.76 yen | 953.55 yen | 1,161.58 yen |
| Operating revenue | 2,950 million yen | 3,657 million yen | 5,860 million yen |
| Operating income | -446 million yen | 43 million yen | 1,302 million yen |
| Ordinary income | -345 million yen | 148 million yen | 1,487 million yen |
| Net income | -545 million yen | 237 million yen | 3,644 million yen |
| Net income per share | -29.04 yen | 12.64 yen | 194.13 yen |
4.Future outlook
Plans call for completion by the end of December 2015 of the acquisition by the Company and its Group member companies of stock in Securities Japan, Inc.
This transaction will have negligible effect on the Company's consolidated business performance.