Corporate Split
Konami Corporation
28 November 2002
FOR IMMEDIATE RELEASE
November 28, 2002
KONAMI CORPORATION
2-4-1 Marunouchi Chiyoda-ku Tokyo, Japan
Kagemasa Kozuki
Representative Director and CEO
Ticker 9766 at TSE1
Contact: Toshiro Tateno
Director and Executive Corporate Officer
Tel: +81-3-5220-0374
KONAMI to Acquire
a Portion of the Operations of Konami Capital, Inc.
Following a Corporate Split
KONAMI CORPORATION (KONAMI)'s Board of Directors decided on November 28, 2002, to acquire a portion of the operations
(financial service operations such as the arrangement of intercompany loans) carried out by KONAMI's wholly-owned
subsidiary, Konami Capital, Inc. (Konami Capital) as of February 1, 2003 as described below.
1. Purpose of Corporate Split
The purpose of Konami Capital is to manage real estate owned by the Konami Group and to engage in financial service
operations such as the arrangement of intercompany loans.
As a result of this corporate split, Konami Capital will focus its attention on real estate management.
2. Overview of Corporate Split
(1) Schedule for Corporate Split
November 28, 2002 Board Meeting to Approve the Corporate Split (the method of
acquisition following a Corporate Split) Agreement
November 28, 2002 Conclusion of Corporate Split Agreement
December 13, 2002 Shareholders' Meeting to Approve the Corporate Split Agreement
(Konami Capital, Inc.)
February 1, 2003 Date of Corporate Split
(2) Method of Corporate Split
a. We will complete the acquisition following the corporate split.
Acquiror: KONAMI
Split-Off Company: Konami Capital
b. We will use a short-form corporate split which does not require shareholder approval as stated in Article
374-17-1 of the Commercial Code.
(3) Allocation of Shares upon Corporate Split
We will not allocate shares since Konami Capital is our wholly owned subsidiary.
(4) Amount of Stated Capital Increased upon Corporate Split
None
(5) Cash Amount to be Paid upon Corporate Split
None
(6) Rights and Obligations of Acquiror
All the assets and liabilities such as account payables and fixed assets and any agreements and the other rights and
obligations incidental thereto relating to the operations acquired shall be assumed on the corporate split date.
(7) Future Performance of Obligations and Liabilities
KONAMI and Konami Capital have agreed that KONAMI will be responsible for performing obligations and fulfilling the
liabilities that will mature after the corporate split date.
(8) Directors transferring to the acquiror from the split-off company
None
3. Outline of Parties
(as of March 31, 2002)
(1) Name KONAMI CORPORATION Konami Capital, Inc.
(Acquiror) (Split-Off Company)
(2) Principal Global Entertainment: Real Estate Management and
Businesses
Financial Service Operations
(3) Date of March 19, 1973 December 1, 1987
Establishment
(4) Location of 4-3-1 Toranomon, Minato-ku, 1-28, Kanda Sudacho,
Headquarters Tokyo, Japan (*1) Chiyoda-ku, Tokyo, Japan(*2)
(5) Representative Kagemasa Kozuki Seiji Ito
Representative Director and CEO Representative Director
(6) Capital (million Y47,398 Y480
yen)
(7) Total Number of 128,737,566 shares 9,600 shares
Issued Shares
(8) Shareholders' Y132,573 Y1,416
Equity (million
yen)
(9) Total Assets Y208,896 Y16,926
(million yen)
(10) Fiscal Year ends March 31 ends March 31
(11) Number of 951 61
Employees
(12) Principal Kozuki Holding B.V.: 10.50% KONAMI CORPORATION: 100%
Shareholders and
Percentages Held Japan Trustee Service
Trust Bank Co., Ltd. (Trust Account):
5.76%
KOZUKI FOUNDATION FOR
HIGHER EDUCATION: 5.68%
(13) Principal Banks Sumitomo-Mitsui Banking Corporation Sumitomo-Mitsui Banking Corporation
(14) Relationship Capital relationship KONAMI CORPORATION
between parties owns 100% of the split-off company's
issued shares
(*1) KONAMI moved its headquarters to 2-4-1 Marunouchi, Chiyoda-ku, Tokyo on August 26, 2002.
(*2) Konami Capital moved its headquarters to 2-7-16 Kyobashi, Chuo-ku, Tokyo on April 1, 2002.
(15) Non-consolidated Results for Three Most Recent Fiscal
Periods (Japanese GAAP)
KONAMI CORPORATION (Acquiror)
Fiscal Year Ended March 31, 2000 Ended March 31, 2001 Ended March 31, 2002
Net Sales Y130,124 Y148,470 Y123,283
(million yen)
Operating Income 25,613 34,092 11,083
(million yen)
Ordinary Income 25,374 33,238 11,792
(million yen)
Net Income 16,236 18,042 8,675
(million yen)
Net Income per Share (yen) 290.26 158.12 67.96
Dividends per Share 97 54 54
(yen)
Shareholders' Equity 1,251.21 1,136.49 1,029.80
per Share (yen)
Konami Capital, Inc. (Split-Off Company)
Fiscal Year Ended March 31, 2000 Ended March 31, 2001 Ended March 31, 2002
Net Sales Y1,418 Y1,460 Y1,391
(million yen)
Operating Income 140 166 204
(million yen)
Ordinary Income 52 39 122
(million yen)
Net Income 24 (314) 183
(million yen)
Net Income per Share (yen) 2,565 (32,737) 19,101
Dividends per Share 2,500 - -
(yen)
Shareholders' Equity 116,298 129,130 147,506
per Share (yen)
4. Overview of the Operations to be Acquired
(1) Financial service operations:
Arrangement of intercompany loans
(2) Results of Operations to be Acquired for Fiscal Year Ended March 31, 2002
Net Sales (million yen) Y78
Gross Profit (million yen) (39)
Operating Income (million yen) (62)
Ordinary Income (million yen) (49)
(3) Assets and Liabilities of Operations to be Acquired (as of Sep 30, 2002)
Assets (million yen) Liabilities (million yen)
Current Assets Y11,332 Current Liabilities Y12,010
Fixed Assets Y1,608
Total Assets Y12,940 Total Liabilities Y12,010
5. Company Overview of KONAMI after Acquisition of Operations
(1) Company Name KONAMI CORPORATION
(2) Details of Business Global Entertainment
(3) Location of Headquarters 2-4-1 Marunouchi, Chiyoda-ku, Tokyo
(4) Representative Kagemasa Kozuki, Representative Director and CEO
(5) Capital (million yen) Y47,398 (as of March 31, 2002)
No capital increase after corporate split
(6) Total Assets Y4,203 million is the expected increase resulting from this
transaction.
(7) Fiscal Year Ends March 31
(8) Impact on KONAMI's Konami does not expect that the corporate split will have a material
impact on its consolidated results of operations or financial
financial results condition since the split-off company
(Konami Capital) is a wholly-owned company.
This information is provided by RNS
The company news service from the London Stock Exchange