News ReleaseAnnouncement of Shareholders' Agreement Between Poplar Co., Ltd. and Lawson, Inc. for .Issuance of New Shares by Third-party Allotment
NEWS RELEASE
TOKYO, JAPAN, 5 19, 2017
At its Management Council Meeting today, Lawson, Inc. decided to sign a shareholders’ agreement detailing the issuance of new shares of Poplar Co., Ltd. to Lawson by third-party allotment in order to strengthen its business alliance.
1.Issuance of new shares by third-party allotment
- A. Overview
- B. Payment total: 877,150,000 yen
| (1)Payment date | June 30, 2017 | |
| (2)New shares to be issued | Common stock | 1,882,000 shares |
| (3)Issue price | 530 yen per share | |
| (4)Procurement funds | 997,460,000 yen | |
| (5)Allotment | Third-party allotment | |
| Lawson, Inc. | 1,655,000 shares | |
| Shunji Meguro | 227,000 shares | |
| (6)Others | The above issuance is subject to successful effective notification under the Financial Instruments and Exchange Act | |
2.Overview of Poplar Co., Ltd.
- (1)Poplar Co., Ltd.
- Financial results (consolidated) for most recent three years
- (Yen million)
| Company name | Poplar Co., Ltd. | |
| Business location | 665-1 Asacho Oaza Kuchi, Asakita-ku, Hiroshima | |
| Name and title of representative director | Shinji Meguro, President & CEO | |
| Main area of business operation | Convenience store operation | |
| Capital | 2,410 million yen (as of fiscal year ended February 2017) | |
| Established | April 20, 1976 | |
| Number of shares issued | 9,905,822 shares | |
| Fiscal year end | February | |
| Number of employees | 379 | |
| Main business partner | Mitsubishi Shokuhin Co., Ltd. | |
| Main bank | The Hiroshima Bank | |
| Major shareholders and shareholdings | Shunji Meguro | 22.18％ |
| Poplar Kyoeikai | 17.79％ | |
| Lawson, Inc. | 5.01％ | |
| Poplar Employee Shareholding Association | 3.09％ | |
| The Hiroshima Bank, Ltd. | 2.15％ | |
| Financial period | Fiscal year ended February 2015 | Fiscal year ended February 2016 | Fiscal year ended February 2017 |
|---|---|---|---|
| Total operating revenue | 48,764 | 38,777 | 33,270 |
| Operating profit/loss | -945 | 82 | -468 |
| Recurring profit/loss | -925 | 129 | -435 |
| Net profit/loss | -1,923 | 60 | 289 |
| Net earnings per share (Yen) | -194.21 | 6.08 | 29.20 |
| Dividend per share | - | - | - |
| Net assets per share (Yen) | 284.47 | 292.11 | 328.34 |
3.Poplar Co., Ltd. major shareholders’ ratios following capital increase from third-party allotment
- Notes:
- (1) Lawson’s shareholding ratio, including Mitsubishi Corporation Group, will be less than 20%.
- (2) The proportions of voting rights were calculated using Poplar’s list of registered shareholders dated February 28, 2017. The proportion of voting rights held after the third-party allotment was calculated by dividing the number of voting rights held post allotment by a new total of 117,665 voting rights (98,845 total voting rights as of February 28, 2017 + 18, 820 voting rights generated by the third-party allotment capital increase).
- (3) The proportion of voting rights is rounded to two decimal places.
- (4) The calculation of the percentage of voting rights held by other shareholders not involved in the third-party allotment is based on February 28, 2017 share owning.
| Before capital increase from third-party allotment (February 28, 2017) | After capital increase from third-party allotment | ||
|---|---|---|---|
| Shunji Meguro | 22.18% | Shunji Meguro | 20.56% |
| Poplar Kyoeikai | 17.79% | Lawson, Inc. | 18.27% |
| Lawson, Inc. | 5.01% | Poplar Kyoeikai | 14.94% |
| Poplar Employee Shareholding Association | 3.09% | Poplar Employee Shareholding Association | 2.59% |
| The Hiroshima Bank, Ltd. | 2.15% | The Hiroshima Bank, Ltd. | 1.81% |
| Mitsubishi Shokuhin Co., Ltd. | 1.80% | Mitsubishi Shokuhin Co., Ltd. | 1.51% |
| Momiji Bank, Ltd. | 1.75% | Momiji Bank, Ltd. | 1.47% |
| Nippon Life Insurance Company | 1.68% | Nippon Life Insurance Company | 1.41% |
| Tokio Marine & Nichido Fire Insurance Co., Ltd. | 1.62% | Tokio Marine & Nichido Fire Insurance Co., Ltd. | 1.36% |
| Mitsubishi UFJ Trust and Banking Corporation | 1.35% | Mitsubishi UFJ Trust and Banking Corporation | 1.13% |
4.Future outlook
- The impact of this third-party allotment on Lawson’s overall business performance is expected to be minimal.
