April 23, 2021
Company name:

UT Group Co., Ltd.

Representative:

Yoichi Wakayama, President,
Representative Director & CEO(Securities code number: 2146,TSE First Section)

For inquiries:

Takahito Yamada, Senior Executive
Officer and Division Manager,
General Affairs DivisionTEL:+81-3-5447-1710

Notice Regarding Acquisition of Shares (Conversion into Subsidiary)of Progress Group Co., Ltd. by UT Group
The Board of Directors’ meeting of UT Group Co., Ltd., held today, resolved that UT Group will acquire all
shares of Progress Group Co., Ltd. as follows, and make it a subsidiary.
1. Purpose of the acquisition of shares
Given heightened concerns over the resurgence and prolonged spread of the COVID-19 virus, the employment
situation has been weak in Japan. Going forward, we anticipate that the supply and demand conditions of laborin Japan will be affected by the recovery of socio-economic activities and by agile, effective employment
policies and that the way to use human resources will structurally change. At present, personnel demand,
particularly in the manufacturing industry, has been recovering significantly, as production activities, particularlyin the semiconductor and electronic parts sectors and automobile-related sectors, have been recovering andthe long-sluggish jobs-to-applicants ratio has bottomed out.
Under the ongoing Fourth Medium-Term Management Plan formulated in May 2020, in addition to expanding
its share of personnel dispatch to the major manufacturing industries, which is the existing core business area,
UT Group has been establishing a stable employment environment at local workplaces through alliances withor acquisitions of leading local companies, and is building a career platform system that spans regions.
Progress Co., Ltd., which belongs to Progress Group, does business mainly in Aichi Prefecture but also in Gifu,Mie, Nagano and Ibaraki prefectures. The company is engaged in personnel dispatch, etc., mainly in themanufacturing industry of automobiles, automotive parts, electronic parts, and rubber products. With
approximately 1,100 Japanese and non-Japanese employees employed as dispatch workers, the company
provides high-quality services to satisfy local producers’ requirements in personnel.
The Tokai region, centered on Aichi Prefecture, is a regional center of industries, and where the automobileindustry and other major manufacturing industries are concentrated. The UT Group, mainly UT Aim, hasestablished strong relationships with clients in the region. The UT Group's regional business base will beexpanded by SURI-EMU Corporation, which is scheduled to become a wholly-owned subsidiary on May 31,
1 / 5

2021, and by Progress Group. By utilizing the operating, client and recruitment bases of each company inbusiness development, UT’s career platform within the region will be further expanded and deepened. We will
thereby strengthen our ability to respond to the needs of our clients and the employment environment, which
will change significantly in the future, and will continue to provide stable, high-quality services to our clients.
As a platform company that supports more diverse workstyles, we are committed to helping solve the major
challenge of securing human resources at manufacturing sites that support the deep roots of manufacturing inJapan, where the decline in the working population has required new approaches to staffing factories.
2. Outline of a company to be converted into a subsidiary (Progress Group Co., Ltd.)
(1)

Name

Progress Group Co., Ltd.

(2)Address

3-71, Daichi-Shinmachi, Iwakura City, Aichi Prefecture

Name and title of theToru Kani, President and Representative Director(3)

representative(4)

Business

Management of subsidiaries and real estate rent

(5)

Capital

100 million yen(6)

Established

June 25, 2019

Major shareholder andRising Japan Equity No.2 Investment LLP(7)ownership percentage
There is no particular capital relationship that should
Capitalbe disclosed between UT Group and the company, nor

relationshipbetween UT Group’s related persons and companies
and the company’s related persons and companies.
There is no particular personnel relationship thatRelationships between(8)

UT Group and thecompany

Personnelrelationshipshould be disclosed between UT Group and thecompany, nor between UT Group’s related persons
and companies and the company’s related persons
and companies.
There is no particular business relationship that shouldBusinessbe disclosed between UT Group and the company, nor

relationshipbetween UT Group’s related persons and companies
and the company’s related persons and companies.

(9)

Operating performance and financial condition in the last three fiscal yearsFiscal years

Fiscal year ended

Fiscal year ended

Fiscal year ended

March 2018

March 2019

March 2020

Net assets－－

943 million yen

Total assets－－

3,058 million yen

BPS

－

－

47,177 yen

2 / 5Net sales－－－ million yen

Operating profit－－-5 million yen

Ordinary profit－－-56 million yen

Net profit－－-56 million yen

EPS

－－

-2,822 yen

Note: Since the company was established in June 2019, the financial status and operating results are onlyavailable for the fiscal year ended March 2020.
3. Outline of a company to be converted into a second-tier subsidiary company (Progress Co., Ltd.)
(1)

Name

Progress Co., Ltd.

(2)

Address

3-71, Daichi-Shinmachi, Iwakura City, Aichi Prefecture

Name and title of theToru Kani, President and Representative Director(3)

representative(4)

Business

Personnel dispatch and contracting business(5)

Capital10 million yen(6)

Established

April 1, 1997

Major shareholder andProgress Co., Ltd.

(7)

ownership percentage
There is no particular capital relationship that should
Capitalbe disclosed between UT Group and the company, norrelationshipbetween UT Group’s related persons and companies
and the company’s related persons and companies.
There is no particular personnel relationship thatRelationships between(8)

UT Group and thecompany

Personnelrelationshipshould be disclosed between UT Group and thecompany, nor between UT Group’s related persons
and companies and the company’s related persons
and companies.
There is no particular business relationship that shouldBusinessbe disclosed between UT Group and the company, norrelationshipbetween UT Group’s related persons and companies
and the company’s related persons and companies.

(9)

Operating performance and financial condition in the last three fiscal years
Fiscal years

Fiscal year ended

Fiscal year ended

Fiscal year ended

March 2018

March 2019

March 2020

Net assets

445 million yen

241 million yen

390 million yen

Total assets

895 million yen

818 million yen

1,276 million yen

BPS2,225,970 yen

1,206,165 yen

1,953,025 yen

3 / 5Net sales

3,182 million yen

3,762 million yen

4,569 million yen

Operating profit

97 million yen

116 million yen

192 million yen

Ordinary profit105 million yen

122 million yen

323 million yen

Net profit

85 million yen

82 million yen

67 million yen

EPS428,846 yen

414,119 yen

339,590 yen

4. Outline of a party from whom shares will be acquired
(1)

Name

Rising Japan Equity No.2 Investment LLP(2)

Address

1-7-2 Otemachi, Chiyoda-ku, Tokyo

Rationale for theThe Law Concerning Investment Business Limited Liability Partnershipestablishment, etc.

Contracts

Purpose ofThe objective is to provide risk money for financial needs such as

establishment

business expansion, business restructuring, and succession of small and(3)(4)

medium-sized enterprises supporting the Japanese economy, and toprovide business financing that supports sustainable growth and further
growth through hands-on management support.

(5)
(6)

EstablishedFebruary 1, 2017

Total amount of

30,750 million yen (maximum)

investment
Shareholders, equity(7)

Domestic institutional investors and corporations

participation ratios,
and investor profile

(8)

(9)

Outline of themanaging partner

Name

Rising Japan Equity Inc.

Address

1-7-2 Otemachi, Chiyoda-ku, Tokyo

Name and title

Tetsuo Maruyama, President and Representativeof theDirectorrepresentative
Business

Investment management

Capital

100 million yen

Relationship

There is no particular capital relationship that should

between UT

be disclosed between UT Group and the fund, nor

Relationships

Group and the

between UT Group’s related persons and companies

between UT Groupfund

and the fund’s related persons and companies.

and the fund

Relationships

There is no particular personnel relationship thatbetween UT

should be disclosed between UT Group and theGroup and the

managing partner, nor between UT Group’s related

4 / 5managingpersons and companies and the managing partner’spartner

related persons and companies.

5. Number of shares to acquire, the purchase price, and shareholding before and after the acquisition
(1)
(2)

(3)

Number of shares held before- Sharesthe change(Voting rights ownership: －%)Number of shares to acquire

Purchase price

20,000 shares(Voting rights ownership: 100.0%)
Progress Group common stock

3,085 million yen

Advisory costs, etc. (Approximate)

10 million yen

Total (Approximate)(4)

Number of shares to be held

3,095 million yen

20,000 shares(Voting rights ownership: 100.0%)

6. Date(1)

Date of resolution of the Board of Directors meeting

April 23, 2021

(2)

Date of signing contract for share transfer

April 23, 2021

(3)

Execution date of share transfer

May 27, 2021 (plan)

7. Outlook
The impact of this transaction to UT Group’s consolidated financial results for the fiscal year ending March2022 will be incorporated into the consolidated earnings forecasts for the year, which is scheduled to beannounced in May 2021.
End5 / 5