Feb 14, 2014 Acquisition of KJI Consumer Finance LLC(63kb)

February 14, 2014
Company Name: J Trust Co., Ltd.
Representative: President & CEO Nobuyoshi Fujisawa
(Listed on Second Section of the Tokyo Stock Exchange, code 8508)
Contact: Company Director, Taiji Hitachi
Telephone: 03-4330-9100
Acquisition of KJI Consumer Finance LLC
At the Board of Director’s meeting held on February 13, 2014, J Trust resolved to acquire the whole shares of KJI
Consumer Finance LLC (main office location: Seoul Special City, South Korea; below, “KJI”) currently held by
Periconus B.V. (below, “Periconus”), thus render KJI a J Trust subsidiary (below, “this Transaction”). By this
resolution, J Trust signed agreement with Periconus for the acquisition of KJI’s shares.
1.
1)
Reasons for Stock Acquisition
J Trust Group’s South Korean Operations
In April 2011, the J Trust Group made advancement into the financial market of South Korea at acquisition of the
whole shares of Neoline Credit Co., Ltd. (South Korean consumer finance company; main office location: Seoul
Special City, South Korea). Furthermore, in October 2012, the Group obtained permission and authorization for
conducting savings bank business in South Korea, and started savings bank business in trade name, Chinae Savings
Bank Co., Ltd. (below, “Chinae Savings Bank”). Thus far, by benefiting from know-how of consumer finance
business accumulated in Japanese operations, the Group has endeavored to expand South Korean operations, and
set its business strategy that is to strengthen business and improve profitability through accumulation of quality
loans receivable in Savings Bank Business. Specifically, the Group has been making continuous efforts to explore
opportunities for purchase of consumer loans receivable.
As the J Trust Group, as a whole, it signed agreement for the acquisition of shares of HICAPITAL Co., Ltd. as of
February 12, 2014.
2) KJI
KJI is a moneylender that has expanded its businesses focusing on consumer finance business established on June 8,
2006. It has the main office located in Seoul Special City, South Korea and 9 branch offices (4 branch offices in
Seoul City and 5 in other regions). KJI boasts its high brand visibility through continuing marketing by utilizing its
private brand “Wonderful Loan”, which is a source of KJI’s competitive edge. As for its loan outstanding, KJI ranks
sixth in the loan business in South Korea (as of the end of October 2013). With regard to KJI’s customers’ portfolio,
the percentage of customers with high credibility is high and the percentage of women with low delinquency rate is
also high. Accordingly, KJI has established a stable position in the financial industry in South Korea in terms of
quantitative and qualitative aspects.
Recently Periconus decided to sell KJI’s shares due to expiration of the investment period. As a result of
competitive bidding on January 28, 2014, J Trust made a successful bid. J Trust discussed conditions and schedules
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concerning the Transaction with Periconus and has reached to an agreement concerning the acquisition of the
shares, provided that J Trust would obtain an approval by the Fair Trade Commission concerning the acquisition of
the shares. Then J Trust made a resolution concerning conclusion of the stock transfer agreement to execute the
Transaction.
2.
Overview of the company which will be included in the scope of consolidation
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Trade name
KJI Consumer Finance LLC
Main office location
401, Teheran-ro, Gangnam-gu, Seoul, Korea (Samseong-dong,
Namkyung Center 14th Floor, 7th Floor)
Representative (name &
position)
Business description
Amount of capital
Date established
Principal shareholder and
shareholding
CEO Sanghun Yang
Money-lending business（Name of brand: Wonderful Loan）
8,750 million Korean Won（as of October 2013）
June 8, 2006
Periconus B.V.
100.0％
Capital relationship
N/A
Personal relationship
N/A
(8)
Trading relationship
N/A
Relevant circumstances for
N/A
related parties
Operating performance and financial situation for the last 3 years※
(9)
（Unit: Millions of Yen）
Year ended May
Year ended May
2011
2012
Net Assets
7,585
8,902
Current relations between J
Trust and the relevant
entity
Year ended May
2013
10,047
21,353
22,605
25,590
Amount of Sales
7,389
7,624
7,858
Operating income
1,923
1,894
1,660
Net income
1,444
1,317
1,276
Total assets
※ 1 Korean Won = 0.1 Japanese Yen
3.
4.
Overview of entities from whom shares will be acquired
(1) Trade name
Periconus Ｂ.Ｖ.
(2)
Main office location
Strawinskylaan 3051, 1077 ZX Amsterdam, The Netherlands
Representative (name &
(3)
Tomas Lichy, Managing Director
position)
(4)
Business description
Holding Company
(5)
Date established
August 21, 1957
Capital relationship
N/A
Personal relationship
N/A
Current relations between J
(6)
Trading
relationship
N/A
Trust and the relevant entity
Relevant circumstances for
N/A
related parties
Number of shares to be acquired, acquisition price and shareholding before and after the acquisition
① Shareholding before the acquisition
0 Share (0.0%)
2
② Number of shares to be acquired
③ Acquisition price
KJI’s common stock
Advisory fee and etc. (estimated)
Total (estimated)
④ Shareholding after the acquisition
※ 1 Korean Won = 0.1 Japanese Yen
5.
Schedule
February 13, 2014
March 11, 2014
875,000 Shares
11,650 Million Yen
40 Million Yen
11,690 Million Yen
875,000 Shares (100.0%)
Conclusion of stock transfer agreement (expected)
Stock transfer (expected)
6. Future outlook
As to the effect on J Trust’s financial outlook in line with the acquisition of the shares, we will disclose it
immediately after the disclosure is available.
To make payment for this stock acquisition, the Company will allocate 11.6 Billion Yen from the Fund raised by the
J Trust Co., Ltd. 4th Subscription Rights issued through the Rights Offering, initially announced on May 14, 2013
release of “Notice of the Rights Offering (Non-Commitment Type/Gratis Allotment of Listed Subscription Rights).
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Copyright(C) 2014 J Trust Co., Ltd. All Rights Reserved.

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