September 20, 2019
Company
Representative
Stock code:
Contact

Takamatsu Construction Group Co., Ltd
Nobuhiko Yoshitake, President and Representative
Director of the Board
1762, First Section of the Tokyo Stock Exchange
Hiroyuki Izutsu, Senior Director, Group Integration
Division (Phone 06-6303-8101)

Announcement Regarding Result of the Tender Offer for the Shares of Asunaro Aoki Construction
Co., Ltd. (Securities Code: 1865) by Takamatsu Construction Group Co., Ltd.
Takamatsu Construction Group Co., Ltd. (the “Tender Offeror”) has decided to acquire the common stockof Asunaro Aoki Construction Co., Ltd. (“Target Company,” Securities Code: 1865, First Section of theTokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”)) and its common stock, (“Target CompanyShares”) through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange Act (ActNo. 25 of 1948, as amended; the “Act”) starting from August 7, 2019 and ended September 19, 2019. We
hereby announce the result of the Tender Offer as follows.
1.

Overview of Tender Offer(1) Name and address of Tender Offeror
Name : Takamatsu Construction Group Co., Ltd.
Address: 1-2-3 Shin Kitano, Yodogawa-ku, Osaka(2) Name of Target Company
Asunaro Aoki Construction Co., Ltd.
(3) Type of Stock
Common stock(4) Number of Share Certificates, etc. to be Purchased
Number ofPurchased

Sharestobe Minimum Number of Shares Maximum Number of Shares
to be Purchased
to be Purchased

11,407,752 (shares)- (shares)- (shares)(Note 1) In the Tender Offer, neither a maximum nor a minimum number of shares to be purchased has beenset, and Tender Offeror thus will purchase etc. all of the Tendered Share Certificates, etc. The“Number of Shares to be Purchased” indicates the maximum number of share certificates etc. of theTarget Company that Tender Offeror will acquire through the Tender Offer. Such maximum numberrepresents the number of shares calculated by deducting, from the total number of issued shares ofthe Target Company as of June 30, 2019 (59,100,000 shares) as indicated in the Target Company’s
March 2020 Fiscal Year First Quarter Financial Results, the sum of the number of treasury shares
held by the Target Company as of June 30, 2019 (4,557,748 shares) as indicated in the Target
Company’s March 2020 Fiscal Year First Quarter Financial Results and the number of the shares
held by Tender Offeror as of August 7, 2019 (43,134,500 shares).
(Note 2) Shares constituting less than a unit will also be subject to purchase through the Tender Offer. TheTarget Company may purchase its own shares in accordance with procedures stipulated in the law
during the period of the Tender Offer from any Target Company shareholder who exercises the right torequire the Target Company to purchase shares constituting less than a unit under the CompaniesAct.
(Note 3) Tender Offeror does not intend to acquire, through the Tender Offer, any treasury shares held by theTarget Company.

(5)Period for Purchase, etc.
① Initially Filed Period for Purchase, etc.
From August 7, 2019 (Wednesday) to September 19, 2019 (Thursday) (30 business days)② The Possibility of Extension of Tender Offer Period upon Request of the Target Company
N/A(6) Price for Purchase, etc.
1,210 yen per share of common stock
2. Result of Tender Offer(1) Success of Tender Offer
In the Tender Offer, neither a maximum nor a minimum number of shares to be purchased has been set, andTender Offeror thus will purchase etc. all of the Tendered Share Certificates, etc.
(2) Date of Disclosure of the Results of the Tender Offer and Newspaper(s) in which the Results are Disclosed
The Tender Offeror made public the results of the Tender Offer to the news media through theTokyo Stock Exchange on September 20, 2019 in accordance with Article 27-13, Paragraph 1 of
the Financial Instruments and Exchange Act, in the manner provided for in Article 9-4 of theFinancial Instruments and Exchange Act Enforcement Order (Cabinet Order No.321 of 1965, asamended) and Article 30-2 of the Cabinet Ordinance with respect to Disclosure of a Tender Offerfor share certificates, etc. by the Tender Offeror other than the Issuing Company (Ministry ofFinance Ordinance No.38 of 1990, as amended; the “Cabinet Ordinance”).
(3) Number of Shares, etc. Purchased
Type of Shares, etc.

Number tendered,

Number purchased,

as converted into shares

As converted into shares

Share certificates

9,358,306 shares

9,358,306 shares

Stock acquisition rights――

Bonds with stockacquisition rights―――

Trust beneficiary
certificates for sharecertificates, etc.
(―)―

Depositary receipts forshare certificates, etc.
(―)

Total
(Total potential sharecertificates, etc.)

9,358,306 shares

9,358,306 shares―（―）(4) Changes in Ownership Ratio of Shares, etc. through the Tender Offer
Number of voting rights represented byshare certificates, etc. owned by Tender
Offeror before Purchase, etc.

431,345(Ownership percentage ofshare certificates, etc. before
Purchase, etc.: 79.08%)

Number of voting rights represented byshare certificates, etc. owned by special
related parties before Purchase, etc.

0

(Ownership percentage ofshare certificates, etc. before
Purchase, etc.: 0.00%)

Number of voting rights represented byshare certificates, etc. owned by Tender
Offeror after Purchase, etc.

524,928(Ownership percentage ofshare certificates, etc. after
Purchase, etc.: 100.00%)

Number of voting rights represented byshare certificates, etc. owned by special
related parties after Purchase, etc.
Total number of voting rights of allshareholders of the Target Company

0(Ownership percentage ofshare certificates, etc. after
Purchase, etc.: 0.00%)

545,269(Note 1) The “Number of voting rights represented by share certificates, etc. owned by Tender Offeror
before Purchase, etc.” and the “Number of voting rights represented by share certificates, etc.
owned by special related parties after Purchase, etc.” indicates the aggregate number ofvoting rights represented by share certificates, etc. owned by each of the Special Related Parties(excluding the parties that are excluded from the Special Related Parties pursuant to Article 3,
Paragraph 2, Item 1 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for
Share Certificates, etc. by Person Other Than Issuer (Ministry of Finance Ordinance No. 38 of1990, as amended; “TOB Ordinance”) in the calculation of the ownership percentage of sharecertificates etc. prescribed in each item of Article 27-2, Paragraph 1 of the Act).
(Note 2) The “Total number of voting rights of all shareholders of the Target Company” represents the total
number of voting rights of all shareholders of the Target Company as of June 30, 2019, asdescribed in the Target Company’s Securities Report for the First Quarter of 80th Fiscal Year filed
as of August 8, 2019 (described on the basis that 1 unit is 100 shares). However, in the Tender
Offer, as all common shares issued by the Target Company (excluding treasury shares held by theTarget Company), including shares constituting less than a unit, are subject to the Tender Offer, incalculating the “Ownership percentage of share certificates, etc. before Purchase, etc.” and“Ownership percentage of share certificates, etc. after Purchase, etc.,” the denominator is thenumber of voting rights (545,422) corresponding to the number of shares (54,542,252 sharesobtained by deducting (a) the number of treasury shares held by the Target Company as set forthin the Target Company’s March 2020 Fiscal Year First Quarter Financial Results (4,557,748shares), from (b) the total number of issued shares of the Target Company as of June 30, 2019(59,100,000 shares) described in the Target Company’s March 2020 Fiscal Year First Quarter
Financial Results.
(Note 3) The “Ownership percentage of share certificates, etc. before Purchase, etc.” and the“Ownership percentage of share certificates, etc. after Purchase, etc.” have beenrounded to two decimal places.
(5)

Calculation in the Event of Pro Rata Purchase
N/A(6) Method of Settlement① Name and Address of the Head Office of the Securities Company / Banks in Charge ofSettlement for Purchase, etc.
Daiwa Securities Co. Ltd.
②

1-9-1, Marunouchi, Chiyoda-ku, Tokyo

Settlement Commencement Date
September 27, 2019 (Friday)③ Method of Settlement
A notice of purchase etc. of the Tender Offer will be mailed to the address of each tendering
shareholder, etc. (or the standing proxy in the case of foreign shareholders) without delay after
the end of the period of the Tender Offer.
Payment of the purchase price will be made in cash. Without delay after the commencement
date of settlement, in accordance with the instructions by the tendering shareholders, etc., thepurchase price for the share certificates etc. purchased etc. through the Tender Offer will beremitted by the Tender Offer Agent to the place designated by each tendering shareholder, etc.
(or the standing proxy in the case of foreign shareholders) (a remittance fee may be charged),or paid by the Tender Offer Agent into the account of each tendering shareholder, etc. who has
filed a tender offer application with the Tender Offer Agent.

3．Policies after the Tender Offer and Future Prospects
There has been no change in the policies to be implemented after the Tender Offer and other related
matters described in “Announcement Regarding Commencement of the Tender Offer for the Shares of
Asunaro Aoki Construction Co., Ltd. (Securities Code 1865) by Takamatsu Construction Group Co., Ltd.”
released by the Tender Offeror on August 6, 2019. The Tender Offeror intends to implement theprocedures to acquire all listed and outstanding shares of the Target Company. If those procedures areconducted, the shares of the Target Company, that are currently listed on the First Section of the Tokyo
Stock Exchange, will be delisted through the prescribed procedures in accordance with the stock delisting
criteria set out by the Tokyo Stock Exchange.
3.

Places Where a Copy of the Tender Offer Report is Available for Public Inspection
Takamatsu Construction Group Co., Ltd.
1-2-3 Shin-Kitano, Yodogawa-ku, Osaka
Takamatsu Construction Group Co.,Ltd. (Tokyo Headquarter) 1 Kanda Mitoshiro-cho, Chiyoda-ku,TokyoTokyo Stock Exchange Inc.
2-1 Nihombashi Kabuto-cho, Chuo-ku,Tokyo