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Announcement - Download as PDF

VIEWS: 21 PAGES: 13

									                                                                            February 14, 2012
Company Name: J Trust Co., Ltd.
Position of Representative: President & CEO Nobuyoshi Fujisawa
(Code Number              8508)
(Stock Exchange           Osaka Securities Exchange, Second Part of the Exchange)
Contact: Director Kazunori Kuroda
Telephone: 03-4330-9100

Company Name: Next Japan Holdings Co., Ltd.
Position of Representative: President & CEO Kei Saito
(Code Number               2409)
(Stock Exchange            Tokyo Stock Exchange Mothers Market)
Contact: Director Seiji Suzuki
Telephone: 03-5695-0091

To Whom It May Concern

 Announce with regard to stock exchange contract binding regarding turning Next
    Japan Holding Co. Ltd into a wholly owned subsidiary by J Trust Co Ltd.


         J Trust Co Ltd (Securities code 8508 Osaka Part 2, hereafter referred to as “J Trust”)
And Next Japan Holding Co Ltd (code 2409 Tokyo Exchange Mothers, hereafter referred to as
NJHD) Within each of the Board Meetings held today, resolving to perform share exchange so as
J Trust complete parent company and NJHD its wholly owned subsidiary (hereafter referred to
as “share exchange”), concluded between them a contract of share exchange (hereafter referred
to as “share exchange contract”) to be empowered as of April 30, 2012, therefore make an
announcement as below.
         J Trust is scheduling to perform the share exchange by a simplified share exchange
procedure that does not need shareholders' agreement, based on the provisions of the Corporate
Law Article 796 paragraph 3.
         Also, NJHD's shares are scheduled to be delisted from Tokyo Stock Exchange Mothers
Market on April 25, 2012, prior to the effective date of the Share Exchange, assuming such
approval of the general meeting of shareholders scheduled on April 6, 2012 (last trade day is on
April 24, 2012).

                                      Announcement
1. The purpose of making a wholly owned subsidiary through share exchange

         J Trust Group is engaged in financial business, real estate, business, overseas business
etc., and it consists of J Trust and 12 companies as consolidated subsidiaries (as of January 31,
2012).
         The positioning of the main business of J Trust Group and of each of the subsidiaries’
business is as below:
         J Trust comprehensively develops business activity by planning business strategy of
each of the companies within J Trust Group and laying the framework of the holding, which
supports business.
As for the affiliated groups of money lending business, we consist of Lopro Co Ltd – which
                                                1
performs business-oriented lending, consumer-oriented lending, consumer credit service, credit
guarantee business and receivable purchase business--, KC Card Co Ltd (formerly called
Rakuten KC Co Ltd, hereafter referred to as KC Card) – which performs consumer credit service
and receivable purchase business, Partir Servicer Co Ltd – which performs receivable
purchasing services and recovery consignment services--, Saikyo Card Co Ltd – which performs
consumer-oriented loan services and consumer credit services--, and Nihonhosho Co Ltd – which
performs credit guarantee services and other 4 companies.
        Also, as for real-estate business group we have Keynote Co Ltd, as for overseas business
group we have Neoline Credit Loans Co Ltd – which performs consumer-oriented money lending
business in Korea--, and as a group of other business we have J Trust System Co Ltd – which
performs system-related services.

        Moreover, we are a miscellaneous money-lending group as we try to deal with multiple-
businesses, as such on December 2011 we concluded a sponsorship contract with the
restructured company Takefuji Co Ltd (hereafter referred to as “Takefuji”), at present going
through restructuration procedure, on the purpose to assist business restructuration of this
company.

         Among the business listed above, we are considering that credit card business
performed by KC card has perspectives to become a great market in the future. Nevertheless, in
order to promote KC Card within the already mature credit card market, so as it can get new
credit card members and increase profit by raising utilization ratio, we believe that there is an
urgent need to make a differentiation with other companies by developing services of our own.
From this point of view, beginning with the affiliation of KC Card to our group in August 2011,
we have been taking various measures, as renovations of KC Card point-program or entering
rental-business on January 2012 through a business partnership with Adores Co. Ltd, (hereafter
referred to as “Adores").

         On the other hand, the NJHD Group consists of NJHD and three subsidiaries (as of
January 31, 2012), performing amusement sale business, amusement store business and
investment & real estate business.
         NJHD performs overseeing, management and risk management of NJHD group, and
investment business. The positioning of the main business of NJHD Group and of each of the
subsidiaries’ business is as below:
         Break Co Ltd (hereafter referred to as “Break”) performs planning, manufacture and
sales of prizes for amusement equipment and direct running of amusement stores, together with
running franchise-chain headquarters.
         NJHD and Live-rent Co Ltd, together with Lagrange Management Limited Liability
Company performs rental, sale and mediation of real-estate goods, custody, administration and
running of money-lending products and real estate, together with promotion of new business.

          Moreover, the group has a business partnership contract with Adores, a company
affiliated to NJHD under the equity method, which runs amusement stores placed mainly in
front of train stations of Tokyo, and performs amusement prize sales by Break.

        The purpose of the present share exchange within J Trust and NJHD is as below:




                                               2
From the point of view of J TRUST

         By making NJHD a fully owned subsidiary, J Trust aims to enhance its corporate values
by performing business cooperation as below.

        ((1)) Taking advantage of NJHD’S know-how on amusement stores running
        As NJHD from its beginnings has made efforts to accumulate know-how and educate
personnel related to services and products matching its business category and its client layer
through running amusement stores, we consider that the know-how and the personnel of NJHD
can be utilized on store-running for rental business performed by KC Card. In addition, we
consider that within the process of enlarging the scale of rental business, as running business by
a form of franchise will become necessary, the know-how detained by NJHD with regard to
franchises will become a useful business asset.

         ((2)) Making effective use of the JJ Club members detained by NJHD
         As JJ Club, which is run by NJHD, is a members-only amusement facility, confirmation
of identity at the store by identification documents (i.e. driving license) is necessary in order to
become a member of this club. We consider that we can help increasing the number of members
of KC card by approaching this club members by various methods, taking use of the exact
customer information based on identification face-to-face performed by them.

         ((3)) Building a cooperation relationship with Adores
         NJHD is the most important stockowner of Adores, owning 34.17% of its shares and the
voting right. Therefore, Adores becomes through the share exchange an affiliated company to J
trust under the equity method. By becoming the indirect owner of Adores, which is an important
partner within rental business, we consider that we can we collect a steady profit to our group,
together with building a cooperation business with Adores through equity.

   ((4)) Assuring transparency by avoiding potential conflicts of interest
          Mr. Nobuyoshi Fujisawa, the main shareowner of J Trust and also its Director and CEO
(further on “Mr. Fujisawa”), is also the main shareowner and Chairperson of NJHD.
          J Trust considers that for the transactions expected from now on, the increase of various
transactions aiming to utilize NJHD’s business assets and know-how is indispensable to KC
Card in view of acquiring of new members. Therefore, by making NJHD a wholly owned
subsidiary through the present share exchange, we can keep the transparency of the
transactions of J Trust Group.

From the point of view of NJHD

          As NJHD Group has 391 million JPY of excess liabilities at the end of July-ended year
2011, it entered the grace period for delisting, as is got in conflict with the delisting standards
prescribed by Tokyo Stock Exchange Mothers market. NJHD Group results have returned to the
initial project, due to the efforts made to strengthen business bases by enforcing profit increase
and cost control, by reorganization and by employing and educating its personnel in order to
eliminate the liability excess as soon as possible. Nevertheless, the prospects of the extant
business by the end of July-ended 2012—which is the deadline of delisting— are still not
sufficient to get us the perspective of eliminating the liability excess.
          Under these conditions, NJHD has tried various evening measures, such as new

                                                 3
business done by M&A and Alliance, third party allotment or by emitting new shares, but based
on the knowledge of the necessity of an immediate effect face to leveling liability excess, and also
of the necessity of some measures—to make possible the minimization of the influence due to
rarefaction of our present shareholders, made not only for temporary benefits but to lead to
NJHD Group’s increase on the long run and to build a stronger financial basis and management
system--, came to the conclusion that the best measure to contribute to maximizing corporate
values is proceeding to the present share exchange.

        By proceeding to the present share exchange, NJHD has in view the following effects
and business cooperation:

        ((1)) The application of the corporate revival knowhow of J Trust
        As J Trust Group has got practical results of succeeding the revival of companies with
various business within financial business, we can hope to get a fast leveling of the liability
excess, by applying within NJHD Group their reviving know how and their management
methods, such as efficient use of running resources within the group companies and business
restructuring.

         ((2)) Cooperation within amusement-related business
         We are believing that the credibility of J Trust as a Group will act efficiently for us
within the process of actively developing new business partners in the domain of amusement
business, especially within sale business, and also that we can reduce doubtful payment debts by
our purchaser due to the credit know-how built by J Trust by their money lending business.
More over, by analyzing marketing data (market course, the territorial particularities, trends,
etc.) using the database accumulated by J Trust Group through their money lending business,
we expect to use them for product planning and promotion, and also for selecting prize products
and store-opening areas within store business.

         ((3)) Cooperation within investment/real-estate business
         With regard to investment/real estate business, we expect to enjoy the know-how
particular to J Trust as a money-lending business company with regard to asset use and real-
estate value calculations, together with our own information gathering abilities built during the
projects that we NJHD have been running so far.

         ((4)) Strengthening cooperation between the companies within the group
         Adores, which is an affiliated company owned by NJHD under the equity method, has
concluded with KC Card, which is a consolidated subsidiary of J Trust, a basic agreement
concerning signing a contract of business partnership with regard to rental business, etc. We
have great expectations that this contract might contribute to both companies B-to-C business,
as we will be able to deploy new service strategies to increase our existing customer satisfaction,
by further know-how accumulated in B-to-C business, by improving brand power of Adores-- by
deploying new stores, in completely new areas or on already-existing areas--, but also by
acquiring new customers from new layers that we could not approach until know due to taking
on us a part of the B-to-C business promoted by KC Card.

        Although NJHD will be delisted—as by the present share exchange it become wholly
owned subsidiary of J Trust— J Trust, having the shareholders of NJHD as its new shareholders,
has performed an ordinary dividend of 10 JPY per share (payment ratio of 25.4%) within the

                                                 4
March-ended 2011 Year, considers that profit returning to each of its shareholder is one of the
most important management measures, and, while comprehensively considering future business
environment and industry trends, considers that active profit-returning is a fundamental of its
shareholder-oriented management policy
        Moreover, we will do efforts to contribute towards increasing J Trust Group general
results by efficiently redistributing the human resources and the listing maintenance and
administration costs-- reduced by delisting.

2. Main aspects of the share exchange
(1) Share exchange schedule
          Board meetings resolutions towards share February 14, 2012 (Tue)
          exchange contract signing (both companies)
          Share exchange contract signing (both companies)     February 14, 2012 (Tue)
          Indicate      trade-control    brands     (to    be February 14, 2012 (Tue)
          confirmed)(NJHD)
          Publication of the date of the extraordinary general February 14, 2012 (Tue)
          meeting of shareholders
          Date of the extraordinary general meeting of February 29, 2012(Wed)
          shareholders
          Extraordinary general meeting of shareholders for April 6, 2012 (Fri)
          acknowledging the share-exchange contract
          Indicate trade-control brands (NJHD)                 April 6, 2012 (Fri)
          Last trading (NJHD)                                  April 24, 2012 (Tue)
          Delisting(NJHD)                                      April 25, 2012(Wed)
          Scheduled day of share exchange (coming into April 30, 2012 (Mon)
          force)
  (Note 1) J Trust is planning to proceed without the agreement of the general meeting of
              shareholders, following the simplified share-exchange proceedure based on the
              provisions of the Corporate Law Article 796 paragraph 3.
  (Note 2) Share-exchange effective day may be subject to change pending to the agreement of
              both companies.

(2) Share exchange method
         By the share exchange, J Trust becomes wholly owner parent, and NJHD becomes
wholly owned subsidiary. The present share exchange comes is scheduled to come into force on
April 30, 2012, as for J Trust there is no agreement of the general meeting of shareholders,
following the simplified share-exchange procedure based on the provisions of the Corporate Law
Article 796 paragraph 3, and for NJHD it will be based on the agreement of the share-exchange
contract by the Extraordinary General Meeting of Shareholders to be held on April 6, 2012.

(3) Allotment pertaining to the share-exchange
                                             J Trust Co Ltd           Next Japan…Holdings Co Ltd
         Company Name                 (share-exchange full owner      (share-exchange fully owned
                                           parent company)                    subsidiary)
   Allotment pertaining to the          Ordinary share: 1 share         Ordinary share: 2 shares
         share-exchange
     Number of shares to be
    delivered upon the share-       Ordinary shares: 907,416 shares
            exchange

(Note 1) Share allotment ratio
         For 1 ordinary share of NJHD, J Trust allocates and emits 2 ordinary shares. With

                                                 5
regard to the emitted shares, it is plan to emit new ordinary shares.
         The above share allotment ratio may be subject to change, in case that important
change occurs within the conditions that found the calculations, upon dialogue between both
companies.

  (Note 2) Great incidence of fractional shareowners
         Following the present stock exchange, with regard to all owners of at least 50 NJHD
shares, will be allocated at least 100 shares, which is the share unit of J Trust. As all owners of
less than 50 shares are to be allocated less than the share unit of 100 shares, that more than
90% of the actual shareowners of NJHD could detain less than one share unit of J Trust (this
ratio is based on NJHD shareowner catalogue from January 31, 2012. At present, the ratio
might be different).
   (Note 3) Number of shares of J Trust to be emitted due to the share-exchange
         By the resolution of the Board Meetings to be held until the day of coming into force,
NJHD is planning to cancel all its own shares (2 shares as on July.31.2011) until the time share-
exchange comes in force (including shares to be acquired complying to share purchase requests
from its shareholders, based on Corporation Law Article 785 regarding the present share
exchange).
         By the present share exchange, the amount of shares to be newly issued by J Trust is
calculated from the entire number of shares emitted by NJHD, except NJHD’s own shares.
         The number of shares allocated and emitted due to the share exchange may be subject
of correction due to reasons such as own-share cancellation by NJHD.

  (Note 4) Handling of odd-lot shares
         Following the share-exchange, more than 90% of the actual shareowners of NJHD could
become odd lot (less than 100 shares) detainers of J Trust (this ratio is based on NJHD
shareowner catalogue from January 31, 2012. At present, the ratio might be different) With
regard to odd-lot shareowners, odd-lot shares detained cannot be sold within the stock market.
Nevertheless, there is a method to comply with this situation by taking use of the system below.

           A) System of additional purchase for odd-lots (up to 1 unit)
         At the moment when share-exchange becomes effective, although the company statute
of J Trust does not contain provisions on buying more shares, as a result of the dialog between
both companies in order to give consideration to NJHD shareholders and providing them an
opportunity to choose, based on the provisions Corporation Law Article 194 Paragraph 1, we are
planning to add to the agenda of our 36th Ordinary General Meeting of Shareholders a proposal
of partial modification within our Company Statute so as odd-lot owners can buy from J Trust
the number of shares up to our unit (of 100 shares). In case that this modification will be
accepted, the shareholders who would detain odd-lots of J Trust shares will be allowed to
complete their shares up to one unit(of 100 shares) by purchasing the pending shares from J
Trust, thus becoming able to exercise voting right within the General Meeting of Shareholders
and also to sell them on the Stock Market. In view to this J Trust detains (by 20 September
2012) 114,700 own shares that can be used for additional purchase.

           B) System of buyback odd-lots (odd-lots sale)
         Odd-lot shareowners of J Trust shares may request towards J Trust to buy back their
odd-lot shares, based on the provisions of Corporation Law Art. 192 Par. 1 and of the Company
Statute. Odd-lot share buyback price will be calculated by multiplying the market price by the

                                                6
number of shares, as provided within Corporation Law Art. 193 Par. 1 No.1.

          (4) Handling of subscription rights and bonds with stock subscription rights following the
          share exchange
          With regard to subscription rights emitted by NJHD as below, based on each
subscription right contents and the share-exchange ratio, for each owner of subscription right
listed or recorded on NJHD’s subscription right catalogue immediately before the coming into
force of the exchange, J Trust subscription rights will be issued to substitute each subscription
right detained.

        The 6th stock subscription rights (issued on March.11.2009)
        The 7th stock subscription rights (issued on April.30.2009)
        The 8th stock subscription rights (issued on December.16.2009)
        The 9th stock subscription rights (issued on December.15.2010)
        The 10th stock subscription rights (issued on December.14.2011)

         With regard to the below subscription rights, the exercise of the right is extremely
improbable as the amount paid at the time of exercise deviated significantly from the market
price in the Tokyo Stock Exchange Mothers market. Therefore, NJHD will acquire them at no
charge and cancel them.

        The 2nd stock subscription rights (issued on November.30.2004)
        The 5th stock subscription rights (issued on April.28.2006)

        NJHD has not issued any bonds with stock subscription rights

       (Note) For details regarding NJHD stock subscription rights, please see “Situation of Stock
              Subscription Rights” (p. 25-31), “The Stock Option System” (p. 35-38), “Invitation to
              the 18th Ordinary Meeting of Shareholders (p. 50-53), within our “Report on Securities
              for 18th term” published on NJHD Home Page, and also the “Announce with regard to
              the confirmation of the stock options (for stock subscription rights)” published on
              December.14. 2011
(NJHD homepage)
       http://www. nextjapan-hd.co.jp/ir/library.html

3. Basis of calculation for allotment pertaining to the share-exchange
(1) Calculation fundamentals
         Regarding the exchange ratio of the present share exchange, in order to preserve a
correct and adequate calculation, each of J Trust an NJHD requested calculation separately to
third party calculation organizations: J Trust chose Yamada FAS Co Ltd. (hereafter referred to
as Yamada FAS), and NJHD chose Plutus Consulting Co Ltd( hereinafter called Plutus) to
entrust the exchange ratio calculations. Yamada FAS, bearing in mind that J Trust is enlisted
within Osaka Stock Market and its shares have a market value, adopted market value method
(taking February.13.2012 as calculation standard date and calculated on the basis of the values
on the standard date, one week earlier value, one month earlier and a 3-month average of final
daily values) and also DCF (discount cash-flow) method, so that the calculation reflect the future
situation of activity.
         As for NJHD, bearing in mind that this company is enlisted within Tokyo Stock

                                                 7
Exchange Mothers Market and its shares also have a market value, evaluation was made by
market value method (by taking February.13.2012 as calculation standard date and calculated
on the basis of the values on the standard date, one week earlier value, one month earlier and a
3-month average of final daily values) and also by DCF (discount cash-flow) method so that
calculations also reflect the future situation of activity.
         The allotment share ratio of J Trust shares towards one ordinary share of NJHD
resulted from each method of evaluation is as in the table below.

                        Adopted procedure              Calculation result of share-
                                                            exchange ratio
                       Market value method                    1.54~2.46
                          DCF method                          1.91~2.85

         For the calculation of the share exchange ratio, Yamada FAS used information provided
by both companies and ordinary disclosed information. They assumed that all materials and
information are correct and complete and din not check data by themselves. Moreover, they did
not perform any assessment, validation or evaluation, with regard to the assets and debts
(accidental debts included) of both companies nor for companies related with them, including
separate analysis or evaluation of assets or debts, and they also did not request any examination
or evaluation to a third party organization. In addition, with regard to the financial estimations
concerning both companies, we assume that they are reasonably made, based on the best
estimations and judgments obtainable at present from the management of both companies. The
exchange ratio calculated by Yamada FAS is based on the information and economic conditions
up to February.13.2012.

         On the other hand, Plutus, as J Trust J Trust is enlisted within Osaka Stock Market
and its shares have a market value, adopted market value method (after evaluating various
condition, they took in calculation daily final value on standard date February.13.2012 and daily
final values after December.28.2011, when J Trust published “Announce with regard to
concluding a sponsor contract pertaining rebuilding assistance towards reorganized company
Takefuji Co Ltd) as well as DCF (discount cash-flow) method, so that the profit-making
capability in the future activity is reflected within the value.
         Furthermore, as NJHD is enlisted within Tokyo Stock Exchange Market Mothers and
its shares have a market value, adopted market value method (taking in calculation daily final
value on standard date February.13.2012 and daily final values after December.28.2011, when J
Trust published “Announce with regard to concluding a sponsor contract pertaining rebuilding
assistance towards reorganized company Takefuji Co Ltd), as well as DCF (discount cash-flow)
method, so that the profit-making capability in the future activity is reflected within the value.
         The allotment share ratio of J Trust shares towards 1 ordinary share of NJHD resulted
from each method of evaluation is as in the table below.

                        Adopted procedure              Calculation result of share-
                                                            exchange ratio
                       Market value method                   1.521~2.410
                          DCF method                         1.921~2.598

        For the calculation of the share exchange ratio, Plutus used information provided by
both companies and ordinary disclosed information. They assumed that all materials and
information are correct and complete and din not check data by themselves. Moreover, they did
                                                8
not perform any assessment, validation or evaluation, with regard to the assets and debts
(including off-balance-sheet assets and debts, and also accidental debts) of both companies nor
for companies related with them, including separate analysis or evaluation of assets or debts,
and they also did not request any examination or evaluation to a third party organization. In
addition, with regard to the financial estimations concerning both companies, we assume that
they are reasonably made, based on the best estimations and judgments obtainable at present
from the management of both companies.
         In addition, the business project submitted by J Trust to Yamada FAS and Plutus as
basis of DCF method calculation contains yearly terms with great profit variation prospects.
These variations are caused by the temporary recording of a large amount of negative goodwill
profit as special profit, following the acquirement of KC Card during March-ended 2012 term,
and by the perspective of business enlargement following the acquirement of KC Card and
Takefuji.
         Also, the business project submitted by NJHD to Yamada FAS and Plutus as basis of
DCF method calculation contains yearly terms with great profit prospects. This is due to the
perspective of the synergy created by the acquirement of NJHD by J Trust as a wholly owned
subsidiary and of business enlargement by efficiently redistributing enlisting maintenance costs
into business development.

(2) Background of calculation
         J Trust and NJHD carefully considered the exchange ratio calculation results submitted
by the third-party calculation organizations and repeatedly performed bipartite negotiations and
consultations As a result, J Trust and NJHD reached to the judgment that the exchange ratios
listed above on 2.(3) are adequate and do not do any harm to shareholders’ interest. Therefore,
with regard to performing share exchange at the mentioned ratio, J Trust and NJHD concluded
the bipartite share-exchange contract, based on both Boards of Directors’ resolution.

(3) The relationship with calculating organizations
         Yamada FAS, the third party calculation organization of J Trust has no relation with
the parties, being independent from both J Trust and NJHD, and has no notable great interest
with regard to the share exchange. In addition, Plutus, the third party calculation organization
of J Trust has no relation with the parties, being independent from both J Trust and NJHD, and
has no notable great interest with regard to the share exchange.

(4) Perspective and reasons of the delisting
          Due to the share exchange, NJHD will become a wholly owned subsidiary of J Trust as
of the effective date (scheduled for April.30.2012), therefore NJHD, following delisting standards
of Tokyo Stock Exchange Mothers Market will be delisted on April 25.2012 (the last trading day
being April 24.2012). After delisting, no transactions with NJHD shares will be performed
anymore on the Tokyo Stock Exchange Mothers Market.
          Even after the delisting of NJHD, the shares of J Trust that are to be allocated to all
NJHD shareholders following share exchange are listed on Osaka Stock Exchange Market Part
2 and can be traded on the financial product transaction market also after the day when the
share exchange comes into force. Therefore, for all the shareholders who detained more than 50
shares of NJHD and will be allotted more than 100 shares – the minimal unit of J Trust
shares—shares will preserve their mobility.
          On the other hand, all the shareholders owning less than 50 shares of NJHD will be
allocated an amount of shares less then 100 shares, the minimal unit of J Trust shares. Such

                                                9
odd-lot shares cannot be traded within the financial product transaction market, but each of the
shareholders who detained fewer shares than the minimum limit of shares can request to J
Trust to buy the odd-lot shares back. For details concerning handling, please see “. 2. Main
aspects of the share exchange (3) Allotment pertaining to the share exchange (Note 4) Odd-lot
share handling".
         Also, until the last trading date of April.24.2012, ordinary shareholders of NJHD can
trade the ordinary NJHD shares they detain on Tokyo Stock Exchange Market Mothers and also
exercise all their rights provided by Corporation Law and other related laws.

(5) Measures to ensure fairness
         In order to ensure a fair and adequate exchange ratio for the present share exchange,
each of J Trust an NJHD requested calculation to third party calculation organizations
separately, and received the calculation results. Upon reference of the calculation results, both
companies decided to perform the share exchange by respecting the share exchange rate agreed
as result of considerations, negotiations and consultations.
         None of the companies has obtained from any of the third party any fairness opinion to
confirm the fairness of the stock exchange ratio from financial point of view.
         In addition, in order to ensure transparency and rationality through the decision-
making process that lead to the share exchange contract, each of the companies chose its legal
advisor and received legal advice with regard the various procedures and compliances of the
share exchange: J Trust from Nishimura Asahi Legal Bureau and NJHD from Hisho Legal
Bureau.

(6) Measures to avoid conflicts of interest
         As for J Trust, it’s Director and CEO Mr. Fujisawa is the main shareowner and the
chairperson of NJHD. In addition, it’s Executive vice President Mr. Nobuiku Chiba is also a
main shareowner of NJHD shares. Although neither of the gentlemen above are subject to be
relevant parties, from the point of view of avoiding any doubt concerning conflicts of interest,
they did not participate the deliberation and the resolution of the share exchange during the
Board Meeting of J Trust held today, and also did not participate the consultations and
negotiations with regard to the share exchange towards NJHD from the position of J Trust. The
Board meeting was attended by all the 8 board members of J Trust (1 of them being outside
director), apart the 2 gentlemen above, and by all the 5 auditors of J Trust (3 of them being
outside auditors), and the share exchange contract signing was resolved by all the attending
board members by unanimity. Also, all the 5 auditors of J Trust (3 of them being outside auditors
expressed their opinion that they have no protest against the resolution concerning the share
exchange contract signing made by the Board Meeting.
         Also concerning NJHD, as Mr. Fujisawa, who cumulates the function of Director and
CEO of J Trust, is subject to be relevant party, from the point of view of avoiding any conflict of
interests, he did not participate the deliberation and the resolution of the share exchange during
the Board Meeting of NJHD held today, and also did not participate the consultations and
negotiations with regard to the share exchange towards J Trust from the position of NJHD. The
respective board meeting was attended by all the 4 board members of NJHD (one of them being
outside director), apart Mr. Fujisawa, and by all the 4 auditors NJHD (four of them being
outside auditors), and the share exchange contract signing was resolved by all the attending
board members by unanimity. In addition, all the four auditors of NJHD (4 of them being outside
auditors) expressed their opinion that they have no protest against the resolution concerning the
share exchange contract signing made by the Board Meeting.

                                                10
4. Outlines of the share exchange parties
                                           (share-exchange full owner          (share-exchange fully owned
                                                parent company)                        subsidiary)
                                                                              NEXT JAPAN HOLDINGS Co
  (1)    Corporate name                  J Trust Co., Ltd.
                                                                              Ltd
                                         1-7-12 Toranomon Minato-ku           2-1-3 Nihonbashi-Bakuro-cho
  (2)    Location of head office
                                         Tokyo                                chuou-ku Tokyo
         Function and name of            President & CEO Nobuyoshi
  (3)
         representative                  Fujisawa                             President & CEO Kei Saito
                                                                              Group overseeing/ control and
                                         Holdings business, debt
  (4)    Business                                                             management, investment
                                         purchasing business
                                                                              business
  (5)    Capital amount                               4,500 million JPY                      90 million JPY
  (6)    Founded on                               March.18.1977                      11.August.1993
  (7)    Issued shares                                 30,049,780 shares                     453,510 shares
  (8)    Account closing on                                       March                                 July
         Number of Employees
  (9)    * For NJHD,       as      of                  (consolidated) 873                    (consolidated) 71
         31.07.2011
                                   General consumers, business
                                                                       Break Co Ltd.
 (10)    Main clients              operators
                                                                       Live-rent Co Ltd.
                                   Financial institutions
                                   Saikyo Bank
 (11)    Main transaction banks    Saikyo Credit union                 Mizuho Bank
                                   Osaka kosei Shinkin Bank
                                   Nobuyoshi Fujisawa (48.95%) Nobuyoshi Fujisawa (34.58%)
                                   Saikyo Bank Co Ltd (4.66%)          L’espoir investment business
                                   The Resolution and Collection Ltd. Resp. Union (14.94%)
                                   Corporation (4.39%)                 Adores Co Ltd (9.85%)
                                   L’espoir investment business Saikyo Bank Co Ltd (4.96%)
                                   Ltd. Resp. Union (4.16%)            Kimiko Kawasaki (4.19%)
         Main shareowners and SBI Securities Co Ltd (0.88%) Nobuiku Chiba (3.93%)
         owned ratios
 (12)                              Osaka-shoken Financial Co Yumiko Shiota (3.74%)
             * For NJHD, as of
                                   Ltd. (0.88%)                        Kei Saito(1.12%)
                July.31.2011
                                   Masao Watanabe (0.82%)              Tatsuji Imaru(0.98%)
                                   Nihon Lobby Industrial Co Keiichi Mihashi (0.61%)
                                   Ltd. (0.70%)
                                   Takeji Yoshida (0.67%)
                                   Kanto Shinpan Co Ltd
                                   (0.67%)
 (13)    Relationship between each company and listed companies
         Capital-related           There is no corresponding item.
                                   Nobuyoshi Fujisawa, President & CEO of J Trust functions as
         Persons
                                   Chairman of NJHD
                                   There are transaction relationships related to system
         Transactions
                                   protection services.
         Applicability of related  Nobuyoshi Fujisawa, President & CEO of J Trust functions as
         parties                   Chairman of NJHD
 (14)    Business results and Financial Situation for the last 3 years (unit: Million JPY)
                                                                                 Next Japan Holdings Co Ltd
                                          J Trust Co Ltd (consolidated)
                                                                                        (consolidated)
                                        March-      March-       March-                      July-
                                                                            July-ended                 July-ended
 Accounting terms                       ended       ended        ended
                                                                               2009
                                                                                            ended
                                                                                                          2011
                                         2009        2010         2011                       2010
 Net Assets                               6,846      11,005        13,961           227          361         △391
 Total assets                            39,811      37,999        37,862         2,370      10,340         13,712
                                                         11
 Net capital per share(JPY)         248.28    370.06     464.78      296.99      471.96    △936.20
 Operational Income                  4,946    16,541     16,908       1,720       3,948      4,079
 Profit from Operations               240      4,165      4,324       △319           209       162
 Ordinary Profit                      296      4,303      4,323       △312           194     △486
 Current term net profit              306      4,108      3,233       △669           212     △493
 Current term net profit      per
 share(JPY)                         11.14     139.12     108.60    △1197.13      279.34    △809.32
 Dividend per share(JPY)             3.00      10.00      10.00          -            -         -
  (注1)         Outlines for J Trust are as of September.30.2011 and for NJHD as of October.31.2011.
               Items (9) and (12) for NJHD are as of July. 31.2011.

5. Situation after the share-exchange
                                               Share-exchange full owner parent company
  (1)    Corporate name             J Trust Co Ltd
  (2)    Location of head office    1-7-12 Toranomon Minato-ward Tokyo
         Function and name of       President & CEO Nobuyoshi Fujisawa
  (3)
         representative
  (4)    Business                   Holdings business, receivable trading business
  (5)    Capital:                   4,510 million JPY
  (6)    Accounting terms           March
  (7)    Net Assets                 Not confirmed at present.
  (8)    Total assets               Not confirmed at present.

6. Accounting outlines
        With regard to accounting following the present share exchange, because within corporate
  merging accounting standards it applies to acquirement, we expect to apply purchase method
  Goodwill might occur from the share exchange, but at this exchange, the amount of goodwill is
  undecided.

7. Future prospects
         At present stage, we are considering that the share exchange will have small influence
  towards the consolidated results and on the individual results of J Trust. In the future, we will
  publish immediately any necessary corrections of result estimations or any other matters to be
  published.
         With regard to the influences of the share exchange to the consolidated and individual
  results of NJHD for July-ended 2012, they are considered immaterial due to the short period left
  from the effective date of the share exchange until the end of the term.

8. Items related to transactions towards controlling shareholders

         There is no corresponding item.

                                                                              (End of announcement)




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(Reference) Current term consolidated result estimation and previous term consolidated results

  J Trust (Current term consolidated results as published on September.16.2011)    (unit: million JPY)
                          Operational          Profit from                         Current term net
                                                                Ordinary Profit
                            Income             Operations                                 profit
  Current term result
       estimation
                                  25,766                 4,124            4,045                  32,595
     (March-ended
          2012)
     Previous term
         results
                                  16,908                 4,324            4,323                   3,233
     (March-ended
          2011)

  NJHD (Current term consolidated results as published on September.13.2011)       (unit: million JPY)
                                             Profit from                           Current term net
                       Sales turnover                         Ordinary Profit
                                             Operations                                   profit
  Current term result
      estimation                 3,500                   165              170                       160
  (July-ended 2012)
    Previous term
        results                  4,079                   162            △486                      △493
  (July-ended 2011)




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