This transaction
TransactionThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Intermediation of securities and other instruments, handling of private placements, financial advisory services, fund arrangement services, and asset management services
The Company currently considers the impact of this transaction on consolidated results to be immaterial. If disclosure becomes necessary, the Company will promptly disclose the details.
| Item | Details |
|---|---|
| Transaction name | Transaction |
| Counterparty name | TPM 株式会社 |
| Name of the Subject Company | エスピーシー証券株式会社 |
| Business Description of the Subject Company | Intermediation of securities and other instruments, handling of private placements, financial advisory services, fund arrangement services, and asset management services |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 27 December 2000 |
| Net Sales of the Subject Company | ¥655 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥401 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥321 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥763 million (fiscal year ended March 2025) |
| Acquisition price | Approximately ¥5,000 million for the common shares of SPC Securities (the final transfer price will be determined after a price adjustment under the share transfer agreement) |
| Expenses other than the acquisition price | Advisory fees and other expenses (approximate amount): approximately ¥50 million |
| Number of shares acquired | 2,500,000 common shares (number of voting rights: 2,500,000) |
| Voting rights ownership percentage | Before 0.0％ → after 100.0％ |
| Impact on Business Performance | The Company currently considers the impact of this transaction on consolidated results to be immaterial. If disclosure becomes necessary, the Company will promptly disclose the details. |
| Date of board resolution | 6 April 2026 |
| Contract Date | 6 April 2026 |
| Execution Date / Effective Date | 30 June 2026 (scheduled) |
| Management structure after acquisition | Following its entry into the Company Group, the SPC Group will, based on advice from third parties, establish a robust firewall (information barrier) between itself and the Company, while maintaining and strengthening its own independent governance structure. |
Items this document does not state (12)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To enter the real estate securitization business in a shorter period than would be required to obtain financial licenses and establish the necessary framework independently. By combining the customer base and technology of the Company's RENOSY Marketplace with the financial licenses and fund management expertise of the SPC Group, the Company aims to expand its asset-building products for customers, build recurring revenue based on assets under management, and stabilize and expand its earnings base.