TIDM17NX
RNS Number : 1279D
Mitsubishi Corporation
25 June 2021
June 25(th) , 2021
Notice Regarding Results of Subsidiary Tender Offer
Mitsubishi Corporation (MC) announced on May 27(th) , 2021 that
it will be selling a portion of its common shares in Mitsubishi
Shokuhin Co., Ltd. (MSK) back to MSK in response to the decision by
the latter's board of directors to extend a tender offer, which was
completed on June 24(th) , 2021. Please refer to the attached
notice for details.
The impact of this transaction on MC's financial results for the
current fiscal year is expected to be negligible.
Please see the attached documents from MSK for details.
(Translation of report filed with the Tokyo Stock Exchange on
June 25, 2021)
June 25(th) ,2021
Announcement on Results of Tender Offer for Repurchase of Own
Shares
and Conclusion of Share Repurchase
Mitsubishi Shokuhin Co., Ltd. (the "Company") resolved at the
meeting of its Board of Directors held on May 27(th) , 2021 to
extend a tender offer to repurchase its own shares (the "Tender
Offer") as the specific purchase method pursuant to Article 156,
Paragraph 1 of the Companies Act (Act No. 86 of 2005, as amended;
the "Companies Act") as applied by replacing certain terms pursuant
to Article 165, Paragraph 3 of said Act and the provisions of the
Company's Articles of Incorporation. The Tender Offer was extended
on May 28(th) , 2021, but as it was completed on June 24(th) ,
2021, the Company reserved making this announcement until
today.
The Company also wishes to announce that with the completion of
the Tender Offer, the repurchase of its own shares based on its May
27(th) Board-of-Directors resolution has been concluded.
I. Results of the Tender Offer
1. Outline of the Tender Offer
(1) Name and address of the Tender Offeror
Mitsubishi Shokuhin Co., Ltd., 1-1, Koishikawa 1-chome,
Bunkyo-ku, Tokyo
(2) Type of listed shares to be purchased
Common shares
(3) Tender offer period
A) Period of Purchase (the "Tender Offer Period")
From May 28(th) , 2021 (Friday) to June 24(th) , 2021 (Thursday)
(20 business days)
B) Date of public notice of the commencement of Tender Offer
May 28(th) , 2021 (Friday)
(4) Tender offer price
2,592 yen per common share
(5) Method of Settlement
A) Name and head office address of the securities company/bank,
etc. in charge of settlement of the Tender Offer
SMBC Nikko Securities Inc., 3-1, Marunouchi 3-chome, Chiyoda-ku,
Tokyo
B) Date of settlement commencement
July 16(th) , 2021 (Friday)
C) Method of settlement
A notice regarding the purchase under the Tender Offer will be
mailed to the address of the shareholders who have tendered their
shares in response to the Tender Offer (the "Tendering
Shareholders") or to the address of the shareholders' standing
proxies for those residing outside Japan ("Non-Resident
Shareholders") without delay after the expiration of the Tender
Offer Period. The purchase will be settled in cash, and a tender
offer agent will, in accordance with the instructions given by the
Tendering Shareholders (or their standing proxies in the case of
Non-Resident Shareholders) and without delay on or after the
commencement date of settlement, remit the purchase price after
deducting the applicable withholding taxes on deemed dividends*(1)
to the address designated by the Tendering Shareholders (or their
standing proxies in the case of Non-Resident Shareholders).
*1. Tax treatment on shares purchased under the Tender Offer
(Note) For specific tax inquiries, please consult with your
certified tax accountant or other tax experts and make your own
judgment.
Individual shareholders (Residents and Nonresidents having
permanent establishments in Japan)
If the amount of money received for tendering shares in the
Tender Offer exceeds the amount of capital of the share-issuing
company issuing the Tender Offer (in the case of a consolidated
corporation, the amount of its consolidated individual stated
capital) which corresponds to the shares that are the basis of the
receipt, the excess portion ("Deemed Dividend Amount") will be
deemed to be revenue from dividend income.
With regard to the Deemed Dividend Amount, in principle, the
amount equivalent to 20.315% (income tax and special reconstruction
income tax ("Special Reconstruction Income Tax") under the "Act on
Special Measures for Securing Financial Resources Necessary to
Implement Measures for Reconstruction from the Great East Japan
Earthquake" (Law No. 117 of 2011 includes revisions after this):
15.315%, resident tax: 5%) is withheld (for non-residents in Japan,
no resident tax will be withheld). However, if the individual
shareholder falls under major shareholders etc. prescribed in
Article 4-6-2, Paragraph 12 of the Enforcement Order of the Act on
Special Measures Concerning Taxation (Law No.43 of 1957 includes
revisions after this), the amount equivalent to 20.42% (income tax
and Special Reconstruction Income Tax only) will be withheld. In
addition, in principle, the amount of revenue from share-transfer
income less the amount of cost for acquiring the shares and other
costs is subject to separate self-assessment taxation.
In the case of the application for the Tender Offer with respect
to shares of a tax-exempt account prescribed in Article 37-14 of
the Act on Special Measures Concerning Taxation (Law No.26 of 1957
includes revisions after that) (provision of tax exemption for
transfer income on small amount of listed shares within tax-exempt
account), when a financial instruments business operators who
establishes such tax-exempt account is SMBC Nikko Securities Inc.
transfer income arising from the Tender Offer will be tax exempt,
in principle. If the tax-exempt account is established with a
financial instruments business operator other than SMBC Nikko
Securities Inc., the tax treatment may be different from that
described above.
Individual shareholders (Nonresidents having no permanent
establishments in Japan)
With regard to the Deemed Dividend Amount, in principle, the
amount equivalent to 15.315% (income tax and Special Reconstruction
Income Tax) will be withheld. However, if the individual
shareholder falls under major shareholders etc., the amount
equivalent to 20.42% (income tax and Special Reconstruction Income
Tax only) will be withheld.
Corporate shareholders
For the Deemed Dividend Amount, tax is imposed on the amount of
actual dividends, and the amount equivalent to 15.315% (income tax
and Special Reconstruction Income Tax) of such amount will be
withheld, in principle.
2. Results of the Tender Offer
(1) Number of shares purchased
Type of share Expected number Number of Number of Number of
of shares excess shares shares tendered shares to
to be purchased to be purchased be purchased
Common stock 13,600,000shares shares 13,660,220shares 13,600,000shares
----------------- ----------------- ----------------- -----------------
(2) Calculation using the method of proportional distribution
Since the number of tendered shares (13,600,220 shares) has
exceeded the expected number of shares to be purchased (13,600,000
shares), the Company will not purchase all or part of such excess
shares and conduct transfer of share certificates and other
settlement procedures in relation to the purchase of shares by
using the method of proportional distribution as provided in
Article 27-13-5 of the Financial Instruments and Exchange Act (Act
No.25 of 1948, as amended; the "Act") as applied mutatis mutandis
pursuant to Article 27-22-2-2 of the Act and Article 21 of the
Cabinet Office Ordinance Concerning the Disclosure of a Tender
Offer for Listed Shares by the Issuer. (Ministry of Finance
Ordinance No. 95 of 1994, as amended) (If the number of shares
tendered by a shareholder contains fractional shares less than 1
unit (100 shares), the number of shares to be purchased calculated
on a pro rata basis shall be up to the number of shares tendered by
each shareholder).
3. Places where copies of the Tender Offer Report are made available for public inspection
Mitsubishi Shokuhin Co., Ltd. 1-1, Koishikawa 1-chome,
Bunkyo-ku, Tokyo
Tokyo Stock Exchange, Inc. 2-1, Nihombashi Kabutocho, Chuo-ku,
Tokyo
II. Completion of the Purchase of Own Shares
1. Details of the Purchase
(1) Type of shares purchased
Common stock
(2) Total number of shares purchased
13,600,000 shares
(Note) Ratio to the total number of issued shares: 23.40%
(Rounded to the second decimal place)
(3) Total purchase cost
35,251,200,000 yen
(Note) The above cost does not include the fees and other
expenses payable to the tender offer agent
(4) Purchase period
From May 28(th) , 2021 (Friday) to June 24(th) , 2021
(Thursday)
(5) Purchase method
Tender offer
With the completion of the Tender Offer, the Company has
concluded the repurchase of own shares resolved at the meeting of
the Board of Directors on May 27(th) , 2021 pursuant to Article
156, Paragraph 1 of the Companies Act, as applied by replacing
certain terms pursuant to Article 165, Paragraph 3 of the said Act,
and the provisions of the Company's Articles of Incorporation.
(Reference Information)
Details of the resolution at the meeting of the Board of
Directors held on May 27(th) , 2021 concerning the
purchase of own shares
Type of shares to be purchased
Common stock
Total number of shares to be purchased
13,600,100 shares (Maximum)
(Note) Ratio to the total number of issued shares: 23.40%
(Rounded to the second decimal place)
Total purchase cost
35,251,459,200 yen (maximum)
Purchase period
From May 28(th) , 2021 (Friday) to July 31(st) , 2021
(Monday)
Own shares purchased will be cancelled after conclusion of this
Share Repurchase, which will be announced accordingly.
End
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END
MSCUVRNRANUNURR
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June 25, 2021 02:09 ET (06:09 GMT)
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