Home > Press Releases > 2015 > Company split (simplified incorporation-type company split) pertaining to the power generation business in Moka, Tochigi Prefecture
Press Releases
The information on this Web site is presented "as is." Product availability, organization, and other content may differ from the time the information was originally posted. Changes may take place without notice.
Company split (simplified incorporation-type company split) pertaining to the power generation business in Moka, Tochigi Prefecture
November 30, 2015
Kobe Steel, Ltd.
Kobe Steel, Ltd. announces that at its board of directors meeting held today it passed a resolution to transfer its power supply business in Moka, Tochigi Prefecture, Japan, to a company that is planned to be established on January 15, 2016 as the effective date through an incorporation-type company split.
As this company split is a simplified incorporation-type company split involving only Kobe Steel, some disclosure items and contents are omitted.
1. Purpose of the Company Split
Kobe Steel aims to construct a gas-fired power station in Moka, Tochigi Prefecture. In 2013, it began environmental impact assessment procedures, and in September 2014, it concluded an agreement to supply all the electricity generated to Tokyo Gas Co., Ltd. The environmental impact assessment has progressed to the draft stage, and plans call for construction to begin as early as the middle of next year.
In preparation to raise funds for the power station, Kobe Steel will establish a company for the purpose of supplying power through a simplified incorporation-type company split.
2. Outline of the Company Split
(1) Schedule for Company Split
Board of directors meeting for approval of incorporation-type company split plan: November 30, 2015
Date of split (effective date): January 15, 2016 (planned)
As this company split meets the requirements for a simplified company split in accordance with the provisions of Article 805 of the Companies Act, Kobe Steel does not require approval at the general meeting of shareholders.
(2) Method of Company Split
In this incorporation-type company split, Kobe Steel is the company splitting in the incorporation-type split, separating a portion of its business, and the newly established company will be the successor company of that business.
(3) Allocation of Shares
The successor company will issue 60,000 shares of common stock. All the shares will be allocated to Kobe Steel.
(4) Treatment of Share Options in the Company Split and Bonds with Share Options
Kobe Steel does not issue share options or bonds with share options.
(5) Decrease in Capital, etc. due to the Company Split
Kobe Steel’s capital will not decrease due to the company split.
(6) Rights and Obligations to be Assumed by the Successor Company
The successor company will assume the assets, liabilities, contractual status and other rights and obligations with respect to the business prescribed in the incorporation-type company split plan dated November 30, 2015.
(7) Prospects for Fulfilling Financial Obligations
Kobe Steel has determined that there will be no problem in fulfilling the financial obligations born by Kobe Steel or the successor company due to the company split.
3. Outline of Parties involved in the Company Split
| Split company | Successor company | |
|---|---|---|
| (1) Company name | Kobe Steel, Ltd. | Kobelco Power Moka Co., Ltd. |
| (2) Location of head office | 2-4, Wakinohama-Kaigandori 2-chome, Chuo-ku, Kobe, Hyogo | 15, Kinugaoka Moka, Tochigi |
| (3) Name & position of representative | President, CEO and Representative Director Kimio Hashimoto | President and Representative Director |
| (4) Business | Iron & steel, welding, aluminum & copper, machinery, engineering, Kobelco Eco-Solutions, Kobelco Construction Machinery, Kobelco Cranes, other businesses | Power supply business, other ancillary businesses |
| (5) Capital | 250,930 million yen | 600 million yen |
| (6) Date of establishment | June 28, 2011 | January 15, 2015 (planned) |
| (7) No. of issued shares | 3,643,642,100 shares | 60,000 shares |
| (8) Accounting period | March 31 | March 31 |
| (9) Principal shareholders & shareholding ratio | The Master Trust Bank of Japan, Ltd. (Trust Account): 3.37% Japan Trustee Services Bank, Ltd. (Trust Account): 3.07% NIPPON STEEL & SUMITOMO METAL CORPORATION: 2.95% Nippon Life Insurance Company: 2.78% Mizuho Bank, Ltd.: 1.77% |
Kobe Steel, Ltd.: 100% |
(10) Business to be Split
The business in the company splitting in the incorporation-type split concerning power supply in Moka, Tochigi Prefecture
(11) Operating Results of the Business to be Split (for year ended March 2015)
None
(12) Amount of Assets and Liabilities to be Succeeded (in millions of yen)
| Assets | Liabilities | ||
|---|---|---|---|
| Current assets | 1,130 | Current liabilities | 0 |
| Fixed assets | 426 | Long-term liabilities | 1,500 |
| Total | 1,556 | Total | 1,500 |
4. Status of Organizations after the Company Split
| Split Company | Successor Company | |
|---|---|---|
| (1) Company name | Kobe Steel, Ltd. | Kobelco Power Moka Co., Ltd. |
| (2) Location of head office | 2-4, Wakinohama-Kaigandori 2-chome, Chuo-ku, Kobe, Hyogo | 15, Kinugaoka |
| (3) Name & position of representative | Hiroya Kawasaki President, CEO and Representative Director |
Kimio Hashimoto President and Representative Director |
| (4) Business | Iron & steel, welding, aluminum & copper, machinery, engineering, Kobelco Eco-Solutions, Kobelco Construction Machinery, Kobelco Cranes, other businesses | Power supply business, other ancillary businesses |
| (5) Capital | 250,930 million | 60,000 shares |
| (6) Accounting period | March 31 | March 31 |
5. Future Outlook
As the successor company will be a wholly owned subsidiary of Kobe Steel, the company split will have no effect on Kobe Steel’s consolidated results.
