Oct 13, 2016 J Trust to Acquire 100% Ownership of Capital Continent Investment NBFI

October 13, 2016

Company Name: JTRUST ASIA PTE.LTD.
Representative: Nobuyoshi Fujisawa, Managing Director, CEO
Contact: Shigeyoshi Asano, Director
Telephone: +65-6225-6938




J Trust to Acquire 100% Ownership of Capital Continent Investment NBFI

With regard to the acquisition of 100% ownership of Capital Continent Investment NBFI, J Trust Co., Ltd., the parent of J Trust Asia Pte. Ltd., published a press release. Please refer to the attachment.

October 13, 2016

Company Name: J Trust Co., Ltd.
(Listed on Second Section of the Tokyo Stock Exchange, code 8508)
Representative: Nobuyoshi Fujisawa, President & CEO
Contact: Taiji Hitachi, Director and Executive Officer
Telephone: +81(3) 4330-9100




J Trust to Acquire 100% Ownership of Capital Continent Investment NBFI

J Trust Co., Ltd. (hereinafter, “the Company”) hereby announces that the Company and JTRUST ASIA PTE. LTD. (hereinafter, “JTA”) passed a resolution at the Board of Directors’ meeting of each company held on October 13, 2016 for acquiring all the outstanding common shares of Capital Continent Investment NBFI (headquartered in Ulan Bator, Mongolia; hereinafter, “CCI”) by JTA to make it a subsidiary (hereinafter, the “Share Acquisition”).

1.Purpose of share acquisition

The Company and JTA passed a resolution, respectively, concerning the Share Acquisition at the Board of Directors’ meeting held today on condition of obtaining an approval from the Financial Regulatory Commission of Mongolia.

CCI, established in March 2014, is a finance company in Mongolian People's Republic. Based in Ulan Bator, CCI has been expanding business steadily as evidenced by the loan balance of about 418 million yen as of the end of August 2016 (in about 2.5 years after its establishment).

The Company believes that the Mongolian finance market offers industry players great benefits such as no regulations on the maximum interest rates and lower corporate taxes than the level of Japan.

The Company decided the Share Acquisition, which is expected to accelerate the growth of CCI in the market of Mongolia because: (i) J Trust Group’s financial expertise developed in Japan and abroad to date can be utilized in financial business in Mongolia; and (ii) making CCI a subsidiary of the Company listed in Japan will enhance the credibility of CCI.

The Company asked a third party evaluation agency Aoyama Sogo Accounting Firm Co., Ltd. to assess and calculate the fair value of the shares to be acquired. Based on the results, the Company has examined the validity and rationality of the share acquisition value thoroughly.

2.Overview of the company to be acquired as a subsidiary

(1) Trade Name Capital Continent Investment NBFI
(2) Headquarters Peace Tower building, 3rd khoroo, Chingeltei district, Ulaanbaatar, Mongolia
(3) Representative Shuhei Tsuji, Representative Director
(4) Business Moneylending
(5) Capital 679 million Mongolian Tugrik (29 million yen)
(As of the end of September 2016)
(6) Date of establishment March 10, 2014
(7) Major shareholder and shareholding ratio JAPAN POCKET Co., Ltd. 100.00%
(8) Relationship, etc. with J Trust Capital relationship None
Personnel relationship None
Trading relationship None
Relevant circumstance for related parties Capital Continent Investment NBFI falls under a related party, wholly and beneficially owned by Mr. Nobuyoshi Fujisawa, a major shareholder and President & CEO of J Trust Co., Ltd.
(9) Financial results and position for the last three years(Millions of yen)
  December 2014 December 2015
Net assets 20 33
Total assets 20 84
Operating revenue 0 16
Operating profit/loss (3) 8
Net income/loss (3) 7

Note: 1 Mongolian Tugrik = 0.044 yen

3. Overview of the company as the contracting party

(1) Trade name JAPAN POCKET Co., Ltd.
(2) Headquarters 5-7-11, Nishinakajima, Yodogawa-ku, Osaka-shi
(3) Representative Tomomi Toyooka, Representative Director
(4) Business Investment
(5) Capital 90 million yen (as of the end of August 2016)
(6) Date of establishment November 28, 2012
(7) Major shareholder and shareholding ratio BOTTOMS UP Co., Ltd. 100.00%
(8) Relationship, etc. with J Trust Capital relationship JAPAN POCKET Co., Ltd. owns 1,135, 300 shares (shareholding ratio:1.01%) of the Company’s stock.
Personnel relationship None
Trading relationship None
Relevant circumstance for related parties JAPAN POCKET CO., Ltd., falls under a related party, wholly and beneficially owned by Mr. Nobuyoshi Fujisawa, a major shareholder and President & CEO of J Trust Co., Ltd.

4.Number of shares to be acquired, share acquisition value*1 and number of shares before and after the acquisition

(1) Shareholding before acquisition 0 share
(Shareholding ratio: 0.0%)
(2) Number of shares to be acquired 67,900 shares
(Acquisition value: about 1,274 million Mongolian Tugrik,
[56 million yen])*2
(3) Shareholding after acquisition 67,900 shares
(Shareholding ratio: 100.0%)
*1
The share acquisition value is determined by reference to the rating of the third party agency.
*2
Converted at the foreign exchange rate of 1 Mongolian Tugrik = 0.044 yen.

5.Schedule

Date of resolution at the Board of Directors’ meeting: October 13, 2016
Date of the Share Transfer Agreement: October 14, 2016 (planned)
Date of Share Transfer: TBD (after obtaining an approval from the Financial Regulatory Commission of Mongolia)

6. Future outlook

An impact on the Company’s consolidated operating results is expected to be insignificant.

-End-

<Reference> Overview of JTRUST ASIA PTE. LTD.

(1) Trade name JTRUST ASIA PTE.LTD.
(2) Headquarters Republic of Singapore
(3) Representative Nobuyoshi Fujisawa, Managing Director & CEO
(4) Business Investment business & management support for investees
(5) Capital 200 million Singapore dollars (approximately 16.3 billion yen)
(as of June 30, 2016)
(6) Date of establishment October 7, 2013
(7) Major shareholder and shareholdings J Trust Co., Ltd. 100.00%

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