February 28, 2023
Company name:
Representative:Inquiries:Tel:

ES-CON JAPAN Ltd.
Takatoshi Ito, President &Representative Director(TSE Prime Market, code: 8892)
Kenji Fujita, Head ofManagement Division+81-3-6230-9308

Notice on Acquisition of Shares (Conversion Into Subsidiary)of Shijo Omiya Building Co., Ltd.
ES-CON JAPAN Ltd. (ES-CON JAPAN) announces the decision made at its board of directors’
meeting held today to acquire all the shares of Shijo Omiya Building Co., Ltd. (Shijo Omiya Building),
which is involved in the real estate leasing and other businesses, making it a subsidiary of ES-CON
JAPAN as follows.
1. Reasons for Acquiring Shares
ES-CON JAPAN chose to acquire all the shares of Shijo Omiya Building, which is active in realestate leasing primarily in Kyoto City, after Shijo Omiya Building implemented the procedures
required to establish a new company through an incorporation-type corporate split. The goal is tosecure a stable revenue stream from rental properties.
Shijo Omiya Building is active in real estate leasing, primarily in Kyoto City. It owns numerous prime
revenue-generating properties, including rental condominiums and commercial facilities.
ES-CON JAPAN is currently promoting business under the basic policy of Transformation and Rapid
Progress based on its fourth medium-term management plan, “IDEAL to REAL 2023” (covering thethree-year period from FY2021 to FY2023), aiming for a more sustainable and stable revenue
structure by shifting from one based on flows to one based on stock.
ES-CON JAPAN made Picasso Co., Ltd. and its group companies, which are active in real estateleasing primarily in the Kansai region and own a number of prime revenue-generating assets, its
subsidiaries in October 2021, and it is steadily promoting a shift to a stable revenue structure. The
conversion of Shijo Omiya Building into a subsidiary is believed to further promote thetransformation of the revenue structure and contribute to the sustainable growth and enhancementof corporate value of the ES-CON JAPAN group.

2. Details of Transitioning Subsidiary①

Trade name②

Address③

Title/name of representative

Shijo Omiya Building Co., Ltd.
462 Nishiiruhakusuimaruchō, Matsuyamachi, Nakadachiuri
Dori, Kamigyo-ku, Kyoto
Representative Director Nobuyoshi Niwa④

BusinessReal estate leasing⑤

Capital

6.1 million yen⑥

Date of establishment
Major shareholders andshareholding ratio

May 18, 2010⑦⑧⑨

Individual (undisclosed): 100%Relationship between ES-CON
JAPAN and listed company

Capital relationship

Not applicable

Personnel relationship

Not applicable

Business relationship

Not applicable

Business results of the company over the last three years

Fiscal year end(Unit: Million yen)

May 2020

May 2021

May 2022

Net sales

3,059

3,067

3,164

Operating income

1,669

1,929

1,912

Ordinary income

1,657

1,939

1,965Net profit

855

1,148

1,409

Net assets

10,89812,047

13,456

Total assets
18,93820,283
21,890⑦ In accordance with the Act on the Protection of Personal Information, based on their stated wishes toremain anonymous, no major shareholder is named.
⑨ These are the figures prior to the corporate split. Following the split, Shijo Omiya Building is expected
to record net sales of approximately 3,000 million yen, operating income of approximately 1,800
million yen, and total assets of approximately 10,500 million yen for the fiscal year ended May 31,2022.

3. Details of Share Acquisition Counterparty①

Name

Undisclosed

Address
Undisclosed
Relationship between listed③
Not applicable
company and said individual①② The name and address of the share acquisition counterparty remain undisclosed in accordancewith the Act on the Protection of Personal Information. The individual has expressed their wish tohave their name and address remain undisclosed.
②

4. Number of Shares Acquired and Share Ownership Before/After Acquisition①②③

Number of shares owned
before transition
Number of shares acquired
Number of shares owned aftertransition

0 shares (shareholding ratio: 0%)
122 shares
122 shares (shareholding ratio: 100%)2

5. Acquisition Price (Estimated)
Acquisition price of stock:
Estimated expenses:
Total acquisition price:

30,000 million yen
71 million yen
30,071 million yen

The acquisition price of the stock is an estimate as of the date of this notice. The actual price will befinalized by the date of the execution of the stock transfer. Any changes will be announced
separately following finalization of the price.
The acquisition price of the stock is based on current mark to market net assessments of the realestate holdings in question. A fair stock acquisition price was determined through financial due
diligence, which indicated the net assets are free of major concerns, as well as mark to market
assessments of the condition of these properties through real estate due diligence and engineering
reports on major properties obtained from external appraisal agencies.
*The acquisition price of this acquisition is equal to 15% or more of ES-CON JAPAN’s consolidated
net assets of 64,144 million yen or non-consolidated net assets of 66,135 million yen in the mostrecent period (the fiscal year ended December 2022). Thus, the acquisition price meets Tokyo Stock
Exchange disclosure standards.
6. Schedule①

Date of contract execution

February 28, 2023②

Date of share transfer

July 31, 2023 (planned)

7. Future Outlook
The impact of this share acquisition on ES-CON JAPAN’s consolidated results for the current fiscal
period is under review. Any matters determined to require disclosure will be announced promptly.

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