News ReleaseAnnouncement of Shareholders' Agreement Between Poplar Co., Ltd. and Lawson, Inc. for .Issuance of New Shares by Third-party Allotment
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
(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 |
- B. Payment total: 877,150,000 yen
2.Overview of Poplar Co., Ltd.
- (1)Poplar Co., Ltd.
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 results (consolidated) for most recent three years
- (Yen million)
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
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% |
- 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.
4.Future outlook
- The impact of this third-party allotment on Lawson’s overall business performance is expected to be minimal.