Announcement Regarding Results of Tender Offer for
Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)

TOKYO--()--Sapporo GK:

(Translation)

To all parties concerned

Company Name:  Sapporo GK

Managing Partner: Sapporo ISH

Executor of Managing Partner:  Takaaki Fukunaga

Contact:  Fortress Investment Group (Japan) GK

Tel: +81-3-6438-4400

Contact for Media Relations: Ai Saito, Kekst CNC

Tel: +81-3-5156-0189 or +81-80-4818-4822

E-mail: ai.saito@kekstcnc.com

While Sapporo GK (hereinafter referred to as the “Tender Offeror”) decided on August 16, 2019 to acquire the common shares (hereinafter referred to as the “Target Shares”) of UNIZO Holdings Company, Limited (Code No.: 3258, First Section of the Tokyo Stock Exchange) (hereinafter referred to as the “Target”) through a tender offer (hereinafter referred to as the “Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; hereinafter referred to as the “Act”) and commenced the Tender Offer on August 19, 2019, the Tender Offeror hereby announces that the Tender Offer has been completed on March 18, 2020, as follows.

The Tender Offeror wishes the employees, customers, banks and other stakeholders of the Target group a strong and prosperous long term future. Given the difficult hotel market, especially for limited service hotels, compounded by the unprecedented effects of the COVID 19 Virus effects across society and the economy, we believe that the combination of Unizo Hotels and MyStays Hotel Management would provide more efficiency for the hotels, a shared technology platform, a better work environment for all employees including career prospects, and more stability for all stakeholders. We remain open to such discussions in the future.

Particulars:

1. Outline of Tender Offer

(1) Name and address of the Tender Offeror:
Name: Sapporo GK
Address: c/o Global Solutions Consulting Co., Ltd.
5-1-4 Toranomon, Minato-ku, Tokyo

(2) Name of the Target:
UNIZO Holdings Company, Limited

(3) Type of shares, etc. to be purchased:
Common shares

(4) Number of shares, etc. planned to be purchased:

Number of Shares Planned to be Purchased

Minimum Number of Shares Planned to be Purchased

Maximum Number of Shares Planned to be Purchased

34,220,295 shares

22,813,500 shares

- shares

(Note 1)

If the total number of shares, etc. offered for purchase in response to the Tender offer (hereinafter referred to as the “Tendered Shares, Etc.”) is less than the minimum number of shares planned to be purchased (22,813,500), the Tender Offeror will not purchase any of Tendered Shares, Etc. If the total number of Tendered Shares, Etc. is equal to or exceeds the minimum number of shares planned to be purchased (22,813,500 shares), the Tender Offeror will purchase all of Tendered Shares, Etc. The minimum number of shares to be purchased (22,813,500 shares) is calculated by multiplying (A) the number of voting rights (342,202) as to the number of shares calculated by subtracting (a) the treasury shares held by Target as of June 30, 2019 (405 shares) as stated in the “Consolidated Financial Results for the Three Months Ended June 30, 2019 (Japanese GAAP)” announced by the Target on July 29, 2019 from (b) the total number of issued shares as of June 30, 2019 (34,220,700 shares) as stated in the Target 1st Quarterly Report for the 43rd Fiscal Year Ending March 2020 filed by the Target on July 30, 2019 (34,220,295 shares); by (B) two-thirds (2/3) (228,135; rounding up any fractions less than one) and by (C) 100 shares.

(Note 2)

Because no maximum number of shares planned to be purchased is set for the Tender Offer, the maximum number of Target Shares to be acquired by the Tender Offeror in the Tender Offer (34,220,295 shares) is stated as the number of shares planned to be purchased.

(Note 3)

There is no plan to acquire the treasury shares held by the Target through the Tender Offer.

(Note 4)

The Tender Offer also applies to fractional units of shares. If the right to request a sale of fractional shares is utilized pursuant to the Companies Act, the Target may purchase such fractional shares during the period for the Tender Offer (hereinafter referred to as the “Tender Offer Period”) in accordance with applicable legal procedures.

(5) Period for purchase, etc.:

(I) Period for purchase, etc.:
From August 19, 2019 (Monday) to March 18, 2020 (Wednesday) (140 business days)

(II) Possibility of extending the period based on Target’s request:
Not applicable

(6) Price for purchase, etc.:
JPY5,200 per share of common shares

2. Results of the Tender Offer

(1) Outcome of the Tender Offer:
While a prerequisite was set for the Tender Offer to the effect that all of the Tendered Shares, Etc. would not be acquired if the total number of the Tendered Shares, Etc. was less than the minimum number of shares planned to be purchased (22,813,500 shares), as the total number of Tendered Shares, Etc. (520,973) was less than such minimum number of shares, all of the Tendered Shares, Etc. will not be purchased as set forth in the public notice of the commencement of tender offer and the Tender Offer Registration Statement (including the portions amended by the public notices concerning changes of conditions, etc. of tender offer having been given and the Amendments to the Tender Offer Registration Statement having been filed thereafter).

(2) Date of public notice concerning the results of the Tender Offer and the name of newspaper in which such public notice will be published:
Pursuant to the provisions of Article 27-13, Paragraph 1 of the Act, an announcement regarding the result of the Tender Offer to the press was made on March 19, 2020 in the method prescribed in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order on Disclosure Required for Tender Offer for Shares by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended).

(3) Number of shares, etc. purchased:

Types of shares, etc.

(I) Number of offered shares represented in the number of shares

(II) Number of purchased shares represented in the number of shares

Shares

520,973 shares

- shares

Stock acquisition rights

- shares

- shares

Bonds with stock acquisition rights

- shares

- shares

Beneficiary certificates of share certificates, etc. in trust ( )

- shares

- shares

Depository receipts for share certificates ( )

- shares

- shares

Total

520,973 shares

- shares

(Total number of potential share certificates, etc.)

-

(- shares)

(4) Ownership ratio following the Tender Offer:

Number of voting rights represented by shares held by Tender Offeror prior to Tender Offer

0

(Ratio of holding of shares, etc. prior to Tender Offer: 0.00%)

Number of voting rights represented by shares held by special related parties prior to Tender Offer

0

(Ratio of holding of shares, etc. prior to Tender Offer: 0.00%)

Number of voting rights represented by shares held by Tender Offeror after Tender Offer

0

(Ratio of holding of shares, etc. after Tender Offer: 0.00%)

Number of voting rights represented by shares held by special related parties after Tender Offer

0

(Ratio of holding of shares, etc. after Tender Offer: 0.00%)

Total number of voting rights held by all shareholders of Target

342,149

 

(Note)

Total number of voting rights held by all shareholders of Target” is the total number of voting rights as of December 20, 2019, which is stated in the 3rd Quarterly Report for the 43rd Fiscal Year filed by the Target on February 14, 2020. Provided that because fractional units of shares were also targeted by the Tender Offer, in calculating “Ratio of holding of shares, etc. after Tender Offer,” the number of voting rights (342,200), which was calculated by subtracting (a) the treasury shares held by Target as of December 31, 2019 (617 shares) as stated in the “Consolidated Financial Results for the Nine Months Ended December 31, 2019 (Japanese GAAP)” announced by the Target on February 14, 2020 from (b) the total number of issued shares as of December 31, 2019 (34,220,700 shares) as stated therein, was used as the denominator.

(5) Calculation in case of tender offer conducted using the method of proportional distribution:
Not applicable

(6) Settlement method:

(I) Name and location of the head office of financial instruments business operator or bank, etc. conducting the settlement of purchase, etc.:
Not applicable

(II) Commencement date of settlement:
Not applicable

(III) Settlement method:
Not applicable

(IV) Method of returning share certificates, etc.:
Shares, etc. required to be returned will be returned to the tendering shareholders by restoring the record to the status immediately before they were tendered, on the respective tendered shareholders account that was opened with the tender offer agent, without delay on or after two (2) business days following the last day of the Tender Offer Period.

3. Location for public inspection of the tender offer report
Sapporo GK
(c/o Global Solutions Consulting Co., Ltd., 5-1-4 Toranomon, Minato-ku, Tokyo)

Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)

Contacts

Ai Saito, Kekst CNC
Tel: +81-3-5156-0189 or +81-80-4818-4822
E-mail: ai.saito@kekstcnc.com

Contacts

Ai Saito, Kekst CNC
Tel: +81-3-5156-0189 or +81-80-4818-4822
E-mail: ai.saito@kekstcnc.com