Recognition of Extraordinary Gain - Sale of Shares in MAG
NSG Group (“the Group”) announces the decision to sell its shareholding in its affiliate (consolidated by equity method accounting), MAG Co., Ltd. (“MAG”) and it will recognize an extraordinary gain in the fiscal year to March 2009 as below:
1. The reason for the share sale
The Group had the possibility of selling its shares in MAG Co., Ltd. to a buyer which has the potential to leverage synergies through the acquisition and has come to the conclusion that this transaction contributes to the development of MAG's business as well as contributing to enhanced value for the Group's shareholders.
2. The company of which the equity share was transferred
|
(1)
|
Name:
|
MAG Co., Ltd
|
|
(2)
|
Representative:
|
Noboru Inoue
|
|
(3)
|
Registered address:
|
Chuo-ku, Tokyo, Japan
|
|
(4)
|
Date of foundation:
|
1 April 1987
|
|
(5)
|
Principal business:
|
Manufacturing and sales of glass wool products
|
|
(6)
|
Fiscal year end:
|
31 March
|
|
(7)
|
Number of employees:
|
376
|
|
(8)
|
Office address:
|
Tokyo, Ibaraki (Akeno, Tsuchiura), Gifu (Tarui)
|
|
(9)
|
Share capital:
|
JPY 2,217,375,000
|
|
(10)
|
The number of shares issued:
|
12,750,000 shares
|
|
(11)
|
Shareholders:
|
NSG (43.6%);
Taiheiyo Cement Corporation (43.6%)
101 other shareholders
|
3. Outline of the buyer
|
(1)
|
Name:
|
Saint-Gobain Kabushiki Kaisha
|
|
(2)
|
Representative Director:
|
Gilles Colas
|
|
(3)
|
Principal address:
|
Chiyoda-ku, Tokyo, Japan
|
|
(4)
|
Outline of business:
|
Manufacturing and processing, import, export and sale of abrasives, ceramics plastics and glass products
|
|
(5)
|
Interests and relevance to the Company:
|
None
|
4. Details of transfer
|
(1)
|
Number of shares held before transfer:
|
5,564,000 shares (43.6%)
(Shares with voting rights: 5,564,000 shares)
|
|
(2)
|
Number of shares transferred:
|
5,564,000 shares
(Proceeds: JPY 1.75 billion)
|
|
(3)
|
Number of shares held after transfer:
|
Nil
(Shares with voting rights: nil)
|
5. Time frame of the transfer
Closing Date 6 June 2008.
6. Impact on the Group's operation
It is estimated that the Group will recognise an extraordinary gain on a non-consolidated basis of JPY 0.8 billion and on a consolidated basis of JPY 4.6 billion in its result for the first quarter of the year to 31 March 2009.
The consolidated gain includes the reversal of certain consolidation adjustments, booked previously to eliminate profit on transactions between the Group and MAG.