30 January 2018.
Company Name: Oisix.daichi Inc
Representative:

Kohey Takashima,
Representative Director &CEO

Securities Code:3182, TSE Mothers

Contact:

Hajime Yamanaka
Corporate Officer, Administration(TEL．03 6867 1149)

Resolution of Basic Agreement Regarding Business Alliance with NTT DOCOMO andSubscripiton of New Shares via Third-party Allocation

Oisix.daichi Inc (hereafter the Company) hereby announces that at a meeting of its Board of Directors on
30 January 2018, a resolution was passed to enter into a Basic Business Alliance Agreement with NTT
DOCOMO, Inc. (hereafter DOCOMO) and to issue new shares for third-party allocation (hereafter 3rdParty Allocation) to DOCOMO.
NOTICE
1.

Entry into Basic Agreement
1.1. Background to and Objectives of Entry into this Basic Agreement
The Company has built its business on the principle of providing services that enable a better
food life for more people, to become a pioneer in the field of fresh food home delivery. In anenvironment focused on reforms in work practices and support for women entering the workforce, our home delivery service, armed with a network of producer farmers supplying safe andsecure ingredients on the one hand, and easy on-line ordering systems on the other, has foundstrong support among the busy households in the 30~40 year-old category. In particular, our core
“Kit Oisix” products (meal kits containing recipes and all necessary ingredients) have proven tobe especially popular.
DOCOMO, meanwhile, commands an enormous subscriber customer base, and under its“Smart Life” business initiative, has been developing and implementing such services as ABC
Cooking Studio and the likes of “d-gourmet” a total food service initiative. DOCOMO also owns
as a subsidiary a membership-type food delivery business called Radishbo-ya Co., Ltd (hereafterRadishbo-ya). Through Radishbo-ya, DOCOMO provides to its members uncompromised
security and safety in fresh produce, livestock, fishery, and additive-free processed food products.
In recent years, amid increased smartphone penetration and the growing diversifaction ofsales channels utilizing SNS and other services, consumer requirements of the EC industry havealso diversified in tandem with changes in lifestyles and values, such as the increase of double
income households and a greater awareness of health issues. Meanwhile, in the field of fresh
produce/ food home delivery, competition is anticipated to intensify with new entries from theGMS retail sector, the on-line sector, and other domestic and overseas businesses. Competition is1

being driven by rapid growth in demand for meal kits and other time-saving products that has
fed into expansion in demand for food and food ingredient home delivery services.
It was under such circumstances that the Company, beginning in autumn 2017, began
discussions with DOCOMO pertaining to the possibility of collaborative business opportunities.
In the wake of many discussions, the Company decided to enter into a Basic Business AllianceAgreement (hereafter, Basic Agreement) with DOCOMO with respect to EC related businesses
focused on meal kits (hereafter, “The Business”).
The Basic Agreement makes assumption that efficient allocation and utilization of the assets
and skill set of the parties to the transaction will be promoted. In this regard, the two companies
have agreed to initiate discussion of the particular aspects to bring about the early realization ofthe Business.
1.2. Details of Parties Entering into Basic Agreement
Details of DOCOMO are as described below in “Article 2: Issuance of New Shares via Thirdparty Allocation - Paragraph 2.6.1 Overview of the planned purchaser of the allotted shares.”1.3. Schedule

2.

(1)

Board of Director Resolution

30 January 2018(2)

Conclusion of Basic Agreement

30 January 2018

Issuance of New Shares via Third-party Allocation
2.1. Overview of Offering(1)

Payment Date

28 February 2018

(2)

Number of New Shares to be

250,000 Shares of Common Stock

Issued(3)

Issue Price

JPY 2,520 per Share(4)

Aggregate Funding AmountJPY 630,000,000(5)Method of Offering/ Allocation

Third-party Allocation(Subscriber of Allocated Shares)

NTT DOCOMO, Inc.

Other

Above items conditional on the Securities Notice taking(6)effect pursuant to the Financial Instruments andExchange Act.
2.2. Purpose and Reason for Current Offering
As noted under paragraph 1 “Entry into Basic Agreement 1.1. Background to and Objectives ofEntry into this Basic Agreement,” the Company has agreed to enter into a business alliance withDOCOMO to enhance competitive advantages in the stated business realm but has also decidedto enter into a capital alliance. The Company has come to determination that the advancementof current business alliance will contribute to advancement of the Company’s future corporate
value. Thus, the Company made determination to issue new shares for third-party allocation toDOCOMO, the planned subscriber of the allocated shares.
2.3. Amount, Use, and Planned Timing of Disbursement Funding
2.3.1. Aggregate Funding Amount(1)

Aggregate Paid-in AmountJPY 630,000,0002(2)Estimated Expense of Funding Issuance

JPY 3,000,000(3)

Estimated Net Funding after Expenses

JPY 627,000,000

Note: 1. The estimated issuance expense does not include consumption tax or other taxes.
2. The estimated issuance expense consists of legal fees and other administrative costs(e.g., cost of preparing securities notice).
2.3.2. Specific Use of Funds Procured
Plans call for the estimated 627 million yen cash on hand described above to be invested in thebuilding of a backbone system relating to ordering systems, logistics, production and otherelements of the business with DOCOMO, as well as in plant & machinery for the manufactureof meal kits.

Specific Use
(1)
(2)
(3)

Cost of backbone systemdevelopment
Cost of manufacturing
plant construction
Cost of manufacturing
equipment acquisition

Amount(JPY millions)

Planned Timing of Disbursement

300

From April 2018 to March 2019200

From April 2018 to March 2019127

From April 2018 to March 2019

*Funds procured will be managed in a bank account until actual disbursement.
2.4. Use of Funds - Consideration of Rationality
In order to advance the Business - EC businesses focused on meal kits, with DOCOMO, theCompany considers it essential that funds be implementd as described above in “2.3.2 SpecificUse of Procured Funds.” Further, it is the belief of the Company that the earlier the Business canbe made to make contribution to the Company’s earnings, the greater will be the Company’s
medium to long-term growth in corporate value and the greater the profits for all existing
shareholders.
2.5. Issuance Terms - Consideration of Rationality.
2.5.1. Grounds for Estimation of Paid-in Amount and Specific Details
The offering price for the current third-party share allocation, as a proxy for recent trends
in the Company’s share price, has been set at JPY 2,520 and represents a discount of 10%
relative to the JPY 2,800 closing price posted on 29 January 2018 (TSE Mothers Exchange,hereafter “Closing Price Proir to Resolution”), the trading day immediately prior to theholding of the Company’s board of director meeting (30 January 2018).
Computation of the offering price duly takes into consideration the fact that the use of an
average over a period of time is deemed to be more rational than the use of single data points
in that the former serves to help eliminate abnomolies attributable to peculiar short-term
factors. However, it is noted that the average closing price of common shares (TSE Mothers
Exchange) that would reasonably be expected to reflect 2Q FY03/2018 results and full-year
FY03/2018 forecasts (50-day average closing price between and inclusive of 14 November
2017 and 29 January 2018) is equal to JPY 2,477. This represents an 11.5% discount relative
to the JPY 2,800 Closing Price Prior to Resolution. This point was duly considered with thescheduled subscriber in reaching agreement on the offering price.

3

Note the offering price of JPY 2,520 is at a discount of 4.2% to the averge JPY 2,631 closing
price over the prior one-month up to 29 January 2018 (the day preceding the Board ofDirectors meeting on 30 January 2018), at a premium of 3.8% to the average JPY 2,428
closing price over the three month period until said day preceding, and at a premium of
10.6% to the average JPY 2,278 closing price over the six month period until said daypreceding (all averages rounde to the nearest 1 JPY). Furthermore, this offering price is inaccordance with the “Rules Concerning Handling of Allotment of New Shares to Third Party,Etc.” of the Japan Securities Dealers Association, which provide that the payment amountshall in principle be at least an amount determined by multiplying, by a ratio of 0.9, theclosing price of the day immediately preceding the date of the Board of Directors’ resolution.
The Company has received from its three statutory auditors (all 3 of whom are external
statutory auditors) an opinion stating that, having been determined to be in compliance withthe above mentioned “Rules Concerning Handling of Allotment of New Shares to Third Party,Etc.” of the Japan Securities Dealers Association, the above mentioned offering price isreasonable and for the reasons given above does not constitute an amount particularly
advantageous to the scheduled subscriber of the allocation of shares.
2.5.2. Grounds for determining that the number of shares issued and the scope of dilution of sharesare reasonable
The number of 250,000 shares (2,500 voting rights) to be allocated to the planned
subscriber of the allocated shares through this third-party allocation corresponds to 3.12%(3.14% of total voting rights) of the total number of 8,013,289 shares (79,665 total votingrights) of the Company stock issued and outstanding as of September 30, 2017. Accordingly,
it is recognized that it will result in some dilution. However, we believe the establishment ofa capital alliance with DOCOMO will strengthen our ties for the advancement of theBusiness with said company and also contribute to the future increase in our corporate
value. For these reasons, we deemed the number of shares to be issued through this thirdparty allocation and the scope of dilution of shares to be reasonable.
2.6. Reasons for Selecting Planned Subscriber of Shares via Third-party Allocation
2.6.1. Overview of the planned purchaser of the allotted shares(1)NameNTT DOCOMO, Inc.

(2)

Location (Head Office)

2-Chome 11-1 Nagatacho, Chiyoda-ku, Tokyo, Japan(3)

Name & Title ofKazuhiro Yoshizawa, President and Chief Executive Officer

Representative(4)

Business Description

Telecommuncations, smart life business, other business(5)

Capital949,679 million yen (as of 31 March 2017)(6)

Date of Establishment

14 August 1991

(7)

Shares Outstanding

3,899,563 thousand shares (as of 31 March 2017)(8)

End of Accounting YearMarch(9)

Number of employees

26,734 (Consolidated) (as of 31 March 2017)(10)Main Customers－(11)Main Bank

Mizuho Bank, Sumitomo Mitsui Banking Corporation, The Bankof Tokyo-Mitsubishi UFJ, Ltd.

(12)

Major shareholders

Nippon Telegraph and Telephone Corporation

63.32％and shareholding ratio

The Master Trust Bank of Japan, Ltd. (Trust1.85％

4

(as of 31 March 2017)

Account)
Japan Trustee Services Bank, Ltd. (Trust Account)

1.68％

Barclays Securities Japan Limited

1.03％

State Street Bank and Trust Company (Standard0.85％

Proxy: The Hongkong and Shanghai Banking
Corporation Limited, Tokyo Branch, CustodyBusiness Department)
Japan Trustee Services Bank, Ltd. (Trust Account 5)

0.69％

State Street Bank West Client – Treaty 505234

0.58％(StandardProxy:MizuhoBank,Settlement

Department)
0.54％

The Bank of New York Mellon as Depositary Bank for
Dr Holders (Standard Proxy: The Bank of TokyoMitsubishi UFJ, Ltd.)(13)

Japan Trustee Services Bank, Ltd. (Trust Account 9)

0.54％

Japan Trustee Services Bank, Ltd. (Trust Account 1)

0.52％

Relationship between

Capital Ties

There are no notable capital ties.

Companies

Personal Ties

There are no notable personal ties.

Business

There are no notable business ties.

Ties
RelatedNeither NTT DOCOMO nor any of its affiliates

Partiesor affiliated companies is a related party of theCompany.

(14)

Results of operations and financial conditions for the past 3 years (JPY millions)

Accounting Period

FY 03/15

FY 03/16

FY 03/17

Consolidated Capital

5,402,616

5,343,105

5,561,146

Consolidated Assets

7,146,340

7,214,114

7,453,074

1,386.09

1,409.94

1,492.91

4,383,397

4,527,084

4,584,552

639,071783,024

944,738410,093548,378

652,538101.55141.30175.12

65.00

70.00

80.00

Shareholder Equity per
Share (JPY)
Consolidated Sales
Consolidated OperatingProfits
Consolidated Net Income
Attributable to the CompanyConsolidated Net Income per
Share (JPY)Dividend per Share (JPY)

Note: The planned subscriber of new shares is listed on the Tokyo Stock Exchange (TSE)and the Company has determined that neither the planned subscriber nor its officers are
anti-social forces. The Corporate Governance Report (last updated 27 June 2017)
submitted by the planned subscriber to the TSE describes its basic policies and status
regading the eradication of anti-social forces and its categorical rejection of any demands
to engage in illegal or morally dubious activities.
2.6.2. Reasons for selecting the subscriber
See Paragraph “2.2 Purpose and Reason for Current Offering” above for the reasons why
we selected DOCOMO as the planned subscriber.
5

N.B. Please refer to “1. Entry into Basic Agreement 1.1. Background to and Objectives ofEntry into this Basic Agreement” above for the Basic Agreement’s main content.
2.6.3. Shareholding policies of the planned purchaser of the allocated shares
We have confirmed with the planned subscriber of the share allocation that it plans to holdthe shares for the medium to long-term. Also, according to the its policy relating to strategic
shareholdings described in the Corporate Governance Report submitted by the planned
subscriber of the share allocation, the planned subscriber of the share allocation intends tomaintain a level of stock deemed necessary from the perspective of increasing corporate
value and in overall consideration of strengthening ties and advancing cooperation withpartners in various industries, and that as regards its strategic shareholdings’ voting rights,
it will exercise them appropriately as a shareholder from the perspective of sustainablegrowth and increased corporate value of the company in which they have invested.
2.6.4. Confirmation of the presence of the assets needed for payment by the planned subscriber of
the allocated shares
Having confirmed the status of total assets, net assets and other items in financial
statements submitted by the planned purchaser of the allotted shares for the second
quarter of the fiscal year ending March 2018, and having carried out interviews to assess
the authenticity of the planned purchaser’s means of fund procurement, its shareholding
status and future outlook, we have determined there are no issues concerning the status offunds required for payment.
2.7. Major Shareholders and Percentages of Shares Held Post Current Third-party Allocation
Before (as of 30 September 2017)

AfterKohey Takashima

15.73％

Kohey Takashima

15.25%

Lawson, Inc.

8.44％

Lawson, Inc.

8.19%

Recruit Holdings Co., Ltd.

8.26％

Recruit Holdings Co., Ltd.

8.01%

BNYM Treaty DTT 10 (Stardard

5.82％

BNYM Treaty DTT 10 (Stardard

5.64%

Proxy: The Bank of Tokyo-

Proxy: The Bank of Tokyo-

Mitsubishi UFJ, Ltd.)

Mitsubishi UFJ, Ltd.)The Master Trust Bank of Japan,

3.95％

Ltd. (Trust Account)
Japan Trustee Services Bank, Ltd.

The Master Trust Bank of Japan,

3.83%

Ltd. (Trust Account)
3.90％(Trust Account)

Japan Trustee Services Bank, Ltd.

3.78%

(Trust Account)Kazuyoshi Fujita

3.22％

Kazuyoshi Fujita

3.12%

Daisuke Gomi

2.49％

NTT DOCOMO, Inc.

3.02%

Yusuke Tsutsumi

2.24％

Daisuke Gomi

2.42%

Hiromasa Furufu

1.87％

Yusuke Tsutsumi

2.17%

2.8. Future Prospects
We believe this basic agreement and third-party allotment will contribute to the medium tolong-term growth of the Company’s corporate value and greater value for our shareholders, andthat its effect on FY 03/2018 consolidated results will be slight.
2.9. Procedures under the Corporate Code of Conduct
Since the current third-party allocation (i) involves dilution of less than 25% and (ii) does not6

involve a change in controlling shareholders, said allocation does not require an opinion from an
independent third-party or procedures to confirm the intentions of shareholders under Article 432of the Tokyo Stock Exchange’s listing regulations.
2.10. Business Performance over the Three Most Recent Years and Status of Equity Finance2.10.1. Business performance over the three most recent years (consolidated)Accounting period

FY 03/15

Consolidated Sales(JPY millions)

FY 03/16

FY 03/17

18,06020,15823,016

Consolidated Operating Profit

648

774752

Consolidated Recurring Profit

668

806

778

Net Income Attributable to Owners of the347

538

515

59.74

90.26

87.47

－－－

638.07667.05

1,152.41

ParentConsolidated Net Income perShare (JPY)Dividends per Share (JPY)
Consolidated Net Assets per Share(JPY)*The company switched to consolidated accounting in FY 03/17. Values for previous years FY
03/15 and FY 03/16 are non-consolidated.
2.10.2. Current number of shares issued and outstanding and dilutive number of shares (as ofSeptember 30, 2017)

Percentage of shares issued

SharesShares issued and outstanding
Dilutive shares at current
conversion price (exercise price)and outstanding

8,013,289 shares

100.0％

219,788 shares

2.7％

－－－－

Dilutive shares at minimum
conversion price (exercise price)
Dilutive shares at maximum
conversion price (exercise price)
2.10.3. Recent share prices
2.10.3.1 Most recent three year period
FY 03/15

FY 03/16

FY 03/17Opening

2,580

2,153

1,824

High

2,948

2,480

2,680

Low

1,555

1,650

1,784

Closing

2,166

1,840

2,336

2.10.3.2 Most recent six month period
2017

2017

2017

2017

2017

2018

AugustSeptember

OctoberNovember

DecemberJanuary

Opening

2,220

2,130

2,125

2,199

2,410

2,567

High

2,223

2,139

2,210

2,422

2,567

2,830

Low

2,087

2,061

2,120

2,155

2,265

2,480

Closing

2,130

2,125

2,182

2,407

2,566

2,800

7

Note: January 2018 is up to January 29, 2018.
2.10.3.3 Share price on trading day immediately preceding the date of decision on issue
29 January 2018
Opening

2,796

High

2,830

Low

2,758

Closing

2,800

2.10.4. Conditions of equity finance over the three most recent years
Not applicable
2.11.

Overview of Offering(1)

Number of New Shares Issued

250,000 shares of common stock(2)

Issue Price

JPY 2,520 per share(3)

Aggregate Funding AmountJPY 630,000,000(4)Amount Credited to Equity

JPY 1,260 per share(5)

Total Amount Credited to

JPY 315,000,000

Equity(6)Method of Offering

Third-party allocation(7)

Deadline for Application

28 February 2018(8)

Payment Date28 February 2018

(9)Planned purchaser of the allotted

NTT DOCOMO, Ltd

shares & number of shares to be

250,000 sharesallotted

(10)

Other

Above items conditional on the Securities Notice taking
effect pursuant to the Financial Instruments
and Exchange Act.
End8