News Release Dated May 23, 2022
Company: AOKI Holdings Inc.
Representative: Akihiro Aoki, President
Stock code: 8214, TSE Prime
Contact: Haruo Tamura, Executive Vice President
Tel: +81-45-941-1388

Notice of Capital and Business Alliance with RUNSYSTEM and Third-party
Allotment of Stock and Acquisition of Stock to Make RUNSYSTEM a Subsidiary
The Board of Directors of AOKI Holdings approved a resolution today to establish a capital andbusiness alliance with RUNSYSTEM CO., LTD. and, in conjunction with this alliance, to acquireRUNSYSTEM stock from ANNIVERSAIRE HOLDINGS INC., a current shareholder ofRUNSYSTEM, and purchase RUNSYSTEM stock issued by using a third-party allotment. The
purchase of this stock will make RUNSYSTEM a consolidated subsidiary of AOKI Holdings.
1. Reason for the capital and business alliance and the consolidation of RUNSYSTEM
The AOKI Group is firmly committed to making contributions to society by using business activities
and in other ways. This commitment is expressed in the three principles of the company’s management
philosophy: business integrity, social responsibility and community service. Based on the businessconcept of “creating happiness for everyone (the creation of the beauty of life),” the AOKI Group
operates three main business units: the Fashion Business, ANNIVERSAIRE and Bridal Business, andEntertainment Business.
The Fashion Business is constantly developing new products and taking other actions that reflectchanges in lifestyles as the demand for business suits declines. The ANNIVERSAIRE and Bridal
Business is affected by Japan’s declining number of children and increasing diversity of wedding styles,
but is leveraging the powerful ANNIVERSAIRE brand and creating new and innovative weddingformats. By doing so, these businesses aim to achieve steady medium to long-term growth. TheEntertainment Business operates KAIKATSU CLUB café complexes, COTE D’AZUR karaoke
facilities and FiT24 fitness gyms. The COVID-19 pandemic has severely impacted the performance ofthe karaoke business. However, AOKI Holdings believes that demand for going out for karaoke will
become stable in the near future.
FiT24 fitness gyms feature 24-hour self-service operations and linkage with KAIKATSU CLUB café
complexes that enables customers to use both fitness centers and cafés. AOKI Holdings believes that
there is substantial growth potential for both of these businesses. Demand for FiT24 fitness centers isexpected to increase because of the unique strengths of this business. The café complexes business isdeveloping many types of content that match the needs of customers and is constantly revising andenhancing its business model.
The main business of RUNSYSTEM is the operation and franchising of Space Create Jiyu Kukan café
complexes in all areas of Japan. These cafés provide three basic services: amusement, relaxation, andfood and beverages. RUNSYSTEM has developed a number of systems for café operations, includingsolutions for fully automated operations and remote customer services. Self-service for registering as amember, entering and leaving cafés and other activities along with remote customer services enablecafés to operate very efficiently. The objective is to use this capital and business alliance to maximize
synergies through the mutual sharing of the café complex operational know-how of AOKI Holdings andRUNSYSTEM. This is expected to enlarge the complex café market in Japan by attracting newcustomer segments. One example is the increasing use in recent years of cafés as workplaces. Anotherexpected benefit is the ability to speed up the expansion of the café business by upgrading and refining
the business model with activities such as developing new types of content and operating cafés more
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efficiently.
2. Outline of the capital and business alliance(1) Details of the underwriting of the third-party allotment of new stock
AOKI Holdings will purchase for 2,000,000 shares of common stock of RUNSYSTEM to be issued by
way of third-party allotment at 412 yen per share for a total amount of 824,000,000 yen.
(2) Purchase of existing stock
AOKI Holdings will acquire 155,000 shares of common stock from ANNIVERSAIRE HOLDINGS, acurrent shareholder of RUNSYSTEM, in an over-the-counter transaction for 412 yen per share for a
total amount of 63,860,000 yen.
(3) Number of shares acquired, acquisition price and status of shares held before and after acquisition
(1)
(2)
(3)

Number of shares held before
the capital alliance
Number of shares to be acquiredby way of third-party allotment
Number of shares to be acquiredby purchasing existing stock

0 share(Percentage of shares issued: 0.00%)(Number of voting rights: 0, Percentage of voting rights: 0.00%)
2,000,000 shares(Percentage of shares issued: 45.65%)

155,000 shares(Percentage of shares issued: 3.54%)(4)

Purchase price

887,860,000 yen(5)

Number of shares after thecapital alliance

2,155,000 shares (Percentage of shares issued: 49.19%)(Number of voting rights: 21,550, Percentage of voting rights:50.71%)

3. Outline of the business alliance
The purposes of the business alliance are to utilize a variety of system solutions, build an IT system
network, provide IT system development support, and procure store materials and supplies with greater
efficiency in the AOKI Group’s Entertainment Business. Sharing many types of knowledge will be
another important element of the alliance.
4. Overview of the capital and business alliance partner and company to be acquired (RUNSYSTEM)(1)

Company nameRUNSYSTEM CO., LTD.

(2)

Location

4-27-38, Sayamadai, Sayama, Saitama(3)

Representative

Daisuke Hidaka, President(4)

Business

Operation of complex cafés, sales of business systems and other externalsales activities, and real estate leasing(5)

Capital

100 million yen(6)Established
Major shareholders andshareholding ratios(as of December 31, 2021)

December 1988

(7)

(8)

Relationships between
AOKI Holdings andRUNSYSTEM

Plaza Shouji Co., Ltd: 12.91% (excluding treasury shares)
GAUDI Co., Ltd. 12.71% (excluding treasury shares)
CapitalNot applicable.

Personnel

Not applicable.

Business

Not applicable.
Not applicable.

Related party

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(9)

Consolidated results of operations and financial condition of RUNSYSTEM for the past three years
Fiscal years ended

June 2019

June 2020

1,827 million yen
5,096 million yen

923 million yen
4,665 million yen

111 million yen
3,647 million yen

941.88 yen

475.88 yen

49.56 yen

8,284 million yen

6,958 million yen

4,918 million yen

Consolidated operating profit

194 million yen(83) million yen(633) million yen

Consolidated ordinary profit
Profit attributable to ownersof parent
Net income per share

204 million yen(60) million yen(614) million yen

32 million yen(884) million yen(951) million yen

16.70 yen(456.00) yen(485.67) yen

10.00 yen

0.00 yen

0.00 yen

Consolidated net assets
Consolidated total assets
Net assets per share
Consolidated net sales

Dividend per share

June 2021

5. Overview of the seller of the stock (ANNIVERSAIRE HOLDINGS)(1)

Company name

ANNIVERSAIRE HOLDINGS INC.

(2)

Location

3-5-30 Kita-aoyama, Minato-ku, Tokyo(3)

Representative

Masamitsu Aoki, President(4)

Business

Holding of securities and leasing of real estate(5)

Capital

100 million yen(6)

EstablishedNet assets(as of March 31, 2021)
Total assets(as of March 31, 2021)
Major shareholders andshareholding ratios

July 1, 1965

(7)
(8)
(9)

(10)

Relationships between
AOKI Holdings andANNIVERSAIREHOLDINGS

16,289 million yen
22,322 million yen
Hironori Aoki: 57.20%
The AOKI Foundation: 37.75%
ANNIVERSAIRE HOLDINGS holds 33,415 thousand
Capitalshares (voting rights of 39.38%) of AOKI Holdings.
Three representative directors and one director ofAOKI Holdings serve concurrently as representative
Personnel
directors and directors of ANNIVERSAIREHOLDINGS.
Business
No significant transactions.
ANNIVERSAIRE HOLDINGS is a related party ofAOKI Holdings and is an other related company in
Related party
which ANNIVERSAIRE HOLDINGS holds 39.38% ofvoting rights.

6. Schedule(1)

Date of the Board of Directors meeting

May 23, 2022(2)

May 23, 2022

(4)

Signing of the capital and business alliance
Date of acquisition and payment for shares by
third-party allotment
Date of acquisition of shares acquisition

June 8, 2022 (tentative)(5)

Start of the business alliance

June 8, 2022 (tentative)(3)

June 8, 2022 (tentative)

7. Outlook
We believe that the impact of the capital and business alliance and the consolidation of RUNSYSTEM
as a subsidiary on the consolidated results of operations is negligible. An announcement will be madepromptly if there is any information that requires disclosure.
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