Notification of Acquisition of Shares ofAustralian Corporate Group
2020/09/04 in Japan | Page 1/4

Friday, September 4, 2020

FOR IMMEDIATE RELEASE
Kanamoto Co., Ltd.
Stock Code 9678
Tokyo Stock Exchange, 1st Section; Sapporo Stock Exchange
President and CEO<Contact Information >Corporate Officer, Division Manager,
Administration Division, GeneralManager, Public Relations OfficeTelephone： +81-11-209-1631

Tetsuo Kanamoto

Shun Hirose

Notification of Acquisition of Shares of Australian Corporate Group

Based on a resolution of its Board of Directors, Kanamoto Company Limited (“the Company”) has
resolved that Kanamoto Australia Holdings Pty Ltd, a wholly-owned subsidiary of the Company, will
acquire 100% of the outstanding shares of the two holding companies and three principal operatingcompanies of the Porter Plant Group (“PPG”), a corporation domiciled in Australia, and has resolved to
execute a Stock Purchase Agreement (SPA).
1. Purpose of the transaction
Under its group philosophy of being “an excellent and dynamic group that uses its solid earnings as abase to reward shareholders, customers and employees”, Kanamoto seeks to establish a true general
rental company and expand its operating base by positioning “expansion of domestic base of operations,overseas development, and optimization of internal operational processes” as a priority policy in
Kanamoto’s new Medium-term Corporate Management Plan “Creative 60”, which will extend through theBusiness Period ending October 2024.
PPG is developing businesses in sectors such as construction equipment rental, civil engineering andpublic works, specialized operator dispatching, and gas facilities construction, primarily in the state ofVictoria, Australia. The Company has resolved to acquire the stock of PPG and manage it as a subsidiarybecause it believes the group’s firms will help strengthen Kanamoto’s overseas expansion, which is a key
measure of the management plan as described above.
2. Profile of PPG(1)Company andbusiness(2)

Location

PPG is composed of the following 5 companies.
(a) Porter Excavations Pty Ltd/ Construction equipment rental(b) Porter Utilities Pty Ltd/ Gas facility construction(c) Madica Pty Ltd/ Civil engineering and public works,
dispatch of specialized operators(d) Porter Group Nominees Pty Ltd / Holding company; 100% of (a)(e) Porter Utilities Holdings Pty Ltd / Holding company; 100% of (b)5110 Colac-Ballarat Road, Cambrian Hill, VIC3352 Australia ((a), (b), (c), (e))
475 Scotchmans Lead Road, Napoleons VIC3352 Australia (d)Notification of Acquisition of Shares ofAustralian Corporate Group
2020/09/04 in Japan | Page 2/4(3) PPG’s operating results and financial position for most recent 3 years (Simple aggregation) (‘000AUD)
Fiscal year-end
June 2018
June 2019
June 2020
Net assets
26,67534,16039,406
Total assets
101,187
102,841
97,301
Net sales
64,39866,86061,080Pre-tax income
9,063
12,387
11,714
3-1 Profile of company to be acquired (c)(1)
Name
Madica Pty Ltd(2)
Location
5110 Colac-Ballarat Road, Cambrian Hill, VIC 3352 Australia(3)
Representative
Timothy Norman Porter, CEO(4)
Capitalization
1 AUD
(5)
Established
April 27, 2017
Major shareholders(6)and shareholding
T&B Porter Group Investment Pty Ltd.
100%ratio
Capital relationshipNo material items to report
Relationship with(7)Personnel relationships
No material items to reportlisted company
Transactional relationships
No transactional relations to report
3-2 Profile of company to be acquired (d)(1)
Name
Porter Group Nominees Pty Ltd(2)
Location
475 Scotchmans Lead Road, Napoleons, VIC 3352 Australia(3)
Representative
Timothy Norman Porter, CEO(4)
Capitalization
15,699,993 AUD(5)EstablishedMay 13, 2014
Major shareholders
T&B Porter Group Investment Pty Ltd.
25%
(6)and shareholding
Mr. Timothy Norman Porter
75%
ratio
Capital relationshipNo material items to report
Relationship with(7)Personnel relationships
No material items to reportlisted company
Transactional relationships
No transactional relations to report
3-3 Profile of company to be acquired (e)(1)Name
Porter Utilities Holdings Pty Ltd(2)
Location
5110 Colac-Ballarat Road, Cambrian Hill, VIC 3352 Australia(3)
Representative
Timothy Norman Porter, CEO(4)
Capitalization
1 AUD
(5)
Established
April 27, 2017
Major shareholders(6)and shareholding
T&B Porter Group Investment Pty Ltd.
100%ratio
Capital relationshipNo material items to report
Relationship with(7)Personnel relationships
No material items to reportlisted company
Transactional relationships
No transactional relations to report
4-1 Profile of stock acquisition counterparty (Seller)(1)
Name
T&B Porter Group Investment Pty Ltd(2)
Location
5110 Colac-Ballarat Road, Cambrian Hill, VIC3352 Australia(3)
Representative
Timothy Norman Porter, CEO(4)
Principal Business
Asset management (holding company)(5)
Capitalization
12 AUD

Notification of Acquisition of Shares ofAustralian Corporate Group
2020/09/04 in Japan | Page 3/4

(6)
(7)

(8)

Established
Major shareholders
and shareholding
ratio

June 24, 2014
Timothy Norman Porter

50%

Bronwyn Elizabeth Porter

50%

Relationship withlisted company

No significant items to report

4-2 Profile of stock acquisition counterparty (Seller)(1)
NameTimothy Norman Porter(2)
Location
VIC Australia
Relationship with(3)No significant items to reportlisted company
5．Number of shares to be acquired and shareholding status before and after acquisition(c) Madica Pty Ltd
0 shares (0% ownership)
Number of shares(1)(d) Porter Group Nominees Pty Ltd
0 shares (0% ownership)
owned before transfer(e) Porter Utility Holdings Pty Ltd
0 shares (0% ownership)(c) Madica Pty Ltd
1 shareNumber of shares to(2)(d) Porter Group Nominees Pty Ltd
10,000,000 sharesbe acquired(e) Porter Utility Holdings Pty Ltd
1 share(3)
Total acquisition priceApproximately 74 million AUD(Certain adjustments may be made prior to the share transfer execution date)(c) Madica Pty Ltd
1 share (100% ownership)
Number of shares(4)(d) Porter Group Nominees Pty Ltd
10,000,000 shares (100% ownership)
owned after transfer(e) Porter Utility Holdings Pty Ltd
1 share (100% ownership)
6．Share acquisition schedule (planned)
Date of Board ofSeptember 4, 2020
(1)
Directors resolution(2)
Date of SPA
September 7, 2020
Share transfer
To be set on or after September 30, 2020,(3)execution datesubject to receipt of approval from the relevant authorities

7. Outlook for the Company’s operating results
The effect of the acquisition on the Company’s consolidated results for the fiscal year ending October
2020 is not material and the Company has not made any changes to the projected full-year consolidated
operating results for the business period ending October 2020 it released today. Should it become clear
there will be a significant impact on future projected operating results, the Company will disclose suchinformation promptly.
EndNotification of Acquisition of Shares ofAustralian Corporate Group
2020/09/04 in Japan | Page 4/4【Exhibit】
Before the Acquisition

Ms.Brony Porter

50％

T&B Porter Group
Investment Pty.,LtdMr.Timothy Porter

50％

Scope of the Acquisition
100％⑤ Porter Utilities
Holdings Pty Ltd(PUH)100％③Madica Pty Ltd
（MAD)

100％

② Porter Utilities
Pty Ltd (PUT)

25％

75％

④ Porter Group
Nominees Pty Ltd
（PGN)

100％

① Porter Excavations
Pty Ltd (PEX)

After the Acquisition
Kanamoto Co.､Ltd.
100％

Kanamoto Australia
Holdings Pty Ltd

100％

100％

⑤ Porter Utilities
Holdings Pty Ltd(PUH)④ Porter Group
Nominees Pty Ltd（PGN)

100％

100％

100％

③Madica Pty Ltd② Porter Utilities
Pty Ltd (PUT)（MAD)① Porter Excavations
Pty Ltd (PEX)

100％

PorterManagement
Trust Pty Ltd