Notice Regarding Execution of Agreement Concerning Integration of Trust Banks Specializing in Asset Administration Services (Joint Share Transfer), Regarding Change of Subsidiary
The applications to and approvals from the regulatory authorities are conditions precedent to the Integration.
* Overview of the Integration
1. Purpose of the Integration
Since its establishment in 2001, TCSB, in addition to trust services, engages in a wide range of businesses, such as comprehensive securities management outsourcing services to life insurers, and custody services, and holds assets under custody and administration of
Since its establishment in 2000, JTSB, operating primarily in trust services (acting as a trustee when tasked with re-entrustment from trust banks), has expanded its assets under custody and administration, and holds entrusted assets of
The purpose of the Integration is to contribute to further growth in the domestic securities settlement market and the enhancement of the domestic investment chain through realizing more stable and higher quality operations and strengthening its system development capabilities by concentrating TCSB's and JTSB's managerial resources and know-how in relation to their asset administration services and seeking the benefit of scale.
The integrated company will realize the enhancement of business operations by strengthening operational systems and developing human resources specializing in asset administration services and fulfill its social mission to support securities settlement infrastructure in
2. Integration Structure
In the Integration, for step one, TCSB and JTSB will incorporate "
Allotment (share transfer ratio) in relation to the Share Transfer is as below.
To view the table, click here:https://www.mizuho-fg.com/release/20180328release_eng.html
As a result of the Share Transfer, for 1 share of TCSB's common stock, 1.02 shares of
We will further discuss the integrated company's corporate name, the surviving company, and other details, and will make announcements once the details have been determined. In addition, the applications to and approvals from the regulatory authorities are conditions precedent to the establishment of the structure regarding the Integration.
To view the table, click here:https://www.mizuho-fg.com/release/20180328release_eng.html
3. Calculation Basis of the Allotment in Relation to the Share Transfer
When considering the number of allotted shares of
4. Integration Timetable (scheduled)
Execution of the Integration Agreement
by
Resolution of the Share Transfer plan at the respective board of directors meetings of TCSB and JTSB (scheduled)
by
Resolution of the Share Transfer plan at the respective shareholders meetings of TCSB and JTSB (scheduled)
Incorporation date of
around 2021
Launch of the integrated company through the merger of
5. Overview of the Companies Involved in the Share Transfer (as of
To view the table, click here:https://www.mizuho-fg.com/release/20180328release_eng.html
6. Overview of the Holding Company to be Newly Established through the Share Transfer
To view the table, click here:https://www.mizuho-fg.com/release/20180328release_eng.html
* Change of Subsidiary
1. Reason for the Change
TCSB and JTSB have entered into the Integration Agreement to implement the Share Transfer as set forth in "I. Overview of the Integration, 2. Integration Structure" above, and to incorporate
2. Method of Change
A holding company will be incorporated through joint share transfer.
3. Overview of the Subsidiary Subject to Change, and the Counterparty to the Share Transfer
An overview of TCSB, the subsidiary subject to the change, and JTSB, the counterparty to the Share Transfer, is as set forth in "I. Overview of the Integration, 5. Overview of the Companies Involved in the Share Transfer (as of
4. Timetable of the Change
Execution of the Integration Agreement
by
Resolution of the Share Transfer plan at the respective board of directors meetings of TCSB and JTSB (scheduled)
by
Resolution of the Share Transfer plan at the respective shareholders meetings of TCSB and JTSB (scheduled)
Incorporation date of
* Future Outlook
As a result of the Integration, TCSB will no longer be our consolidated subsidiary, and
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