Tokyo Tatemono : Notice Regarding Changes (Share Transfer) in a Consolidated Subsidiary and the Conclusion of a Business Alliance Agreement174KB

April 18, 2023

FOR IMMEDIATE RELEASE

Company Name:	Tokyo Tatemono Co., Ltd.
Representative:	Hitoshi Nomura
	Representative Director
	President and Chief Executive Officer
Securities Code:	8804 (Prime Market of Tokyo Stock Exchange)
Contact:	Munetoshi Harunaga
	General Manager
	Corporate Communications Department
Phone:	[phone]

Notice Regarding Changes (Share Transfer) in a Consolidated Subsidiary and

the Conclusion of a Business Alliance Agreement

Tokyo Tatemono Co., Ltd. (Head Office: Chuo-ku, Tokyo; Representative Director, President & Chief Executive Officer: Hitoshi Nomura; hereinafter "Tokyo Tatemono") hereby announces that it has entered into a share transfer contract (hereinafter the "Share Transfer") with Global Kids Company Corp. (hereinafter "GKC") to sell its entire equity stake (90% of all issued shares) in the consolidated subsidiary Tokyo Tatemono Kids Co., Ltd. (hereinafter "Kids") to GKC; and that it has entered into a business alliance agreement with Global Kids Corp. (hereinafter "GK"), a consolidated subsidiary of GKC, concerning the development and operation of childcare facilities.

1. Reason for the share transfer

Tokyo Tatemono established Kids in June 2016 through a joint investment with GKC to contribute to resolving the issue of nursery school waiting lists by providing a childcare service, thereby supporting work-family balance, and has since developed and operated childcare and related facilities, mainly in Tokyo and surrounding areas.

In view of the current shrinking trend in nursery school waiting lists and the slowdown in demand for the development of new childcare facilities, Tokyo Tatemono has revised its vision for the future expansion of the childcare business. As a result of this review, it has concluded that for Kids to further enhance its childcare services and continue to develop, it must pursue greater operational efficiency, and has therefore decided to implement the Share Transfer.

GKC has a consistently high track record in the development and operation of childcare facilities. It already holds an equity stake in Kids, and has a deep understanding of its business and management. The Company has therefore determined that the Share Transfer to GKC is the best way to achieve sustainably robust growth for Kids.

Tokyo Tatemono is progressing with the optimization of its business portfolio, including the implementation of the Share Transfer, based on its Medium-Term Business Plan. It will continue to engage in this optimization to enhance corporate value.

2. Profile of subsidiary undergoing change

(1) Company name	Tokyo Tatemono Kids Co., Ltd.
(2) Head office address	4-3-18,Nihonbashi-Muromachi,Chuo-ku, Tokyo

	(3) Representative					Kenichiro Takahashi, President & Chief Executive Officer
	(4) Business					Development and operation of childcare facilities
	(5) Capital					JPY 100 million
	(6) Establishment					August 1, 2016
	(7) Major shareholders and shareholding ratios			Tokyo Tatemono Co., Ltd.: 90%
							Global Kids Company Corp.: 10%
	(8) Relationship between the listed		Capital			Tokyo Tatemono holds 90% of the shares of the subsidiary
	company and the subsidiary					Tokyo Tatemono has dispatched three Directors, including a
				Personnel			Representative Director, one Audit & Supervisory Board
						Member, and one manager (including concurrent and part-
							time service) to the subsidiary
				Trading			Tokyo Tatemono has intra-group transactions with the
							subsidiary relating to matters such as the lease of buildings
							and the loan of funds
	(9) Consolidated business results and consolidated financial position of the subsidiary for the past three years
	Fiscal year	FYE Dec. 2020		FYE Dec. 2021		FYE Dec. 2022
	Net assets		JPY 298 million		JPY 378 million		JPY 426 million
	Total assets		JPY 1,695 million		JPY 1,639 million		JPY 1,530 million
	Net assets per share			JPY 14,925		JPY 18,919		JPY 21,321
	Net sales		JPY 1,608 million		JPY 1,822 million		JPY 1,928 million
	Operating profit		JPY (35) million		JPY 10 million		JPY (11) million
	Ordinary profit		JPY 161 million		JPY 95 million		JPY 88 million
	Profit		JPY 19 million		JPY 79 million		JPY 48 million
	Profit per share					JPY 968		JPY 3,993		JPY 2,402
	Dividend per share					―		―		―
3. Overview of the transferee of the shares
	(1) Company name					Global Kids Company Corp.
	(2) Head office address					2-14-36, Fujimi, Chiyoda-ku, Tokyo
	(3) Representative					Yuichi Nakasho, Representative Director & CEO
	(4) Business					Operation of childcare facilities, nursery school
							establishment consulting, etc.
	(5) Capital					JPY 1,296 million
	(6) Establishment					October 1, 2015
	(7) Net assets					JPY 8,254 million
	(8) Total assets					JPY 16,269 million
	(9) Major shareholders and shareholding ratios			Nakaya Corp.: 41.80%
							Yuichi Nakasho: 5.83%
	(10) Relationship between the		Capital			Tokyo Tatemono holds 100,000 shares of the shares of the
	listed company and the				transferee (equivalent to a shareholding ratio of 1.06%)
	transferee		Personnel			Not applicable
			Trading			Not applicable
			Status of
			applicability to			Not applicable
			related parties

4. Number of shares to be transferred, value of the transfer, and status of shareholding before and after the transfer

(1) Number of shares owned by the Company	18,000 shares
before the transfer	(Number of voting rights: 18,000, percentage of voting
	rights: 90%)
(2) Number of shares to be transferred	18,000 shares
	(Number of voting rights: 18,000, percentage of voting
	rights: 90%）

	(3) Value of the transfer	JPY 370 million
	(4) Number of shares owned by the Company after	0 share
	the transfer	(Number of voting rights: 0, percentage of voting rights: 0%)
5. Schedule
	(1) Date of conclusion of share transfer agreement	April 18, 2023
	(2) Effective date of transfer of shares	June 1, 2023 (planned)

6. Future outlook

The effect of the Share Transfer on the consolidated financial results of Tokyo Tatemono will be immaterial, and the consolidated earnings forecasts for the fiscal year ending December 31, 2023, announced on February 13, 2023, remain unchanged.

7．Conclusion of a business alliance agreement

Tokyo Tatemono has concluded a business alliance agreement with GK, effective today, for the joint or cooperative development and operation of childcare facilities.

Tokyo Tatemono will continue to strive to create business opportunities through the development of childcare facilities.