- Investor Relations (IR)
- 2021.12.29
Notice Regarding Change of Specified Subsidiaries
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December 29, 2021
Company:
Nippon Paint Holdings Co., Ltd.
Representative:
Yuichiro Wakatsuki
Representative Executive Officer & Co-President
Wee Siew Kim
Representative Executive Officer & Co-President
(Code No.: 4612; TSE 1st Section)
Contact:
Ryosuke Tanaka,
General Manager of Investor Relations
(TEL +81-50-3131-7419)
Notice Regarding Change of Specified Subsidiaries
Nippon Paint Holdings Co., Ltd. (NPHD) is announcing that DuluxGroup Limited (DuluxGroup), which is a consolidated subsidiary of NPHD, DuluxGroup (Investment) Pty Ltd (DGI), which is a subsidiary of DuluxGroup, and DGL International (UK) Ltd (DGUK), which is a subsidiary of DGI, are expected to be classified as its specified subsidiaries.
1. Reasons for change
We expect that DuluxGroup, DGI, and DGUK will be classified as our specified subsidiaries because the amounts of their capital stock will account for 10% or more of NPHD as a result of payment in kind and monetary contributions we will make to these companies following changes described in “(Developments/Corrections to previously disclosed information) Notice Regarding Acquisition of Shares of Cromology Holding SAS by Our Indirectly Owned Subsidiary (Conversion into an Indirectly Owned Subsidiary,” released today.
2. Overview of relevant specified subsidiaries
(1) DuluxGroup Limited
| （1）Name | DuluxGroup Limited | |||
| （2）Address | 1956 Dandenong Road, Clayton 3168 Victoria, Australia | |||
| （3）Names and positions of representatives | Patrick Houlihan, Chairman and CEO | |||
| （4）Description of business | Marketer and manufacturer of paint & coatings and paint related products | |||
| （5）Capital stock | AUD 2,522 mn (the final amount will be subject to change) *1
（JPY 205,035 mm） |
|||
| （6）Date of establishment | September 24, 2008 | |||
| （7）Major shareholders and ownership ratio | Nippon Paint Holdings Co., Ltd.: 100% | |||
| （8）Relationship with the listed company | Capital relationship | The Company owns 100% of the shares of DuluxGroup Limited. | ||
| HR relationship | Two officers of NPHD concurrently serve as officers of DuluxGroup. | |||
| Business relationship | There are no business relationships to be stated. | |||
| （9）Management results and financial situation over the last three years | Fiscal year ended | Fiscal Year Ended September 30, 2018 | 15 Months Ended December 31, 2019 | Fiscal Year Ended December 31, 2020 |
| Total equity | AUD 441mn (JPY 35,813mn) |
AUD 370mn (JPY 30,105mn) |
AUD 500mn (JPY 40,666mn) |
|
| Total assets | AUD 1,326mn (JPY 107,763mn) |
AUD 1,376mn (JPY 111,861mn) |
AUD 1,771mn (JPY 143,958mn) |
|
| Consolidated net sales | AUD 1,822mn (JPY 148,096mn) |
AUD 2,252mn (JPY 183,047mn) |
AUD 2,014mn (JPY 163,763mn) |
|
| Operating income | AUD 223mn (JPY 18,146mn) |
AUD 201mn (JPY 16,317mn) |
AUD 237mn (JPY 19,301mn) |
|
| Profit | AUD 149mn (JPY 12,073mn) |
AUD 120mn (JPY 9,715mn) |
AUD 145mn (JPY 11,772mn) |
|
| Dividend per share | AUD 27.5cents (JPY 22) |
AUD 57cents (JPY 46) |
― | |
*1: The amount of capital stock shown above is an estimate and may change by the closing date.
(2) DuluxGroup (Investment) Pty Ltd
| （1）Name | DuluxGroup (Investment) Pty Ltd | |||
| （2）Address | 1956 Dandenong Road Clayton VIC 3168 | |||
| （3）Names and positions of representatives | Richard Stuckes, Director Andrew Ryan, Director |
|||
| （4）Description of business | Holding company primarily for DuluxGroup Limited subsidiaries outside of Australia and New Zealand | |||
| （5）Capital stock | AUD 2,138 mn (the final amount will be subject to change) *2
(JPY 173,803 mn) |
|||
| （6）Date of establishment | September 24, 2008 | |||
| （7）Major shareholders and ownership ratio | DuluxGroup Limited：100% | |||
| （8）Relationship with the listed company | Capital relationship | The Company indirectly owns 100% of the shares of DuluxGroup (Investment) Pty Ltd | ||
| HR relationship | There are no personal relationships to be stated. | |||
| Business relationship | There are no business relationships to be stated. | |||
| （9）Management results and financial situation over the last three years | Fiscal year ended | Fiscal Year Ended September 30, 2018 | 15 Months Ended December 31, 2019 | Fiscal Year Ended December 31, 2020 |
| Total equity | AUD 42mn (JPY 3,415mn) |
AUD 42mn (JPY 3,398mn) |
AUD 46mn (JPY 3,748mn) |
|
| Total assets | AUD 42mn (JPY 3,415mn) |
AUD 55mn (JPY 4,480mn) |
AUD 88mn (JPY 7,122mn) |
|
| Operating income | AUD 1mn (JPY 106mn) |
AUD 1mn (JPY 98mn) |
AUD 5mn (JPY 366mn) |
|
| Profit | AUD 1mn (JPY 106mn) |
AUD 1mn (JPY 89mn) |
AUD 4mn (JPY 358mn) |
|
*2: The amount of capital stock shown above is an estimate and may change by the closing date.
(3) DGL International (UK) Ltd *3
| (1) Name | DGL International (UK) Ltd | |
|---|---|---|
| (2) Address | Suite 1, 3rd Floor, 11-12 St James's Square, London SW1Y 4LB UK | |
| (3) Names and positions of representatives | Andrew John Ryan, Director Richard Paul Stuckes, Director |
|
| (4) Description of business | A holding company | |
| (5) Capital stock | ￡ 1,111 mn (the final amount will be subject to change) *4
(JPY 168,427 mn) |
|
| (6) Date of establishment | October 4, 2021 | |
| (7) Major shareholders and ownership ratio | DuluxGroup (Investments) Pty Ltd: 100% | |
| (8) Relationship with the listed company | Capital relationship | The Company indirectly owns 100% of the shares of DGL International (UK) Ltd |
| HR relationship | There are no personal relationships to be stated. | |
| Business relationship | There are no business relationships to be stated. | |
*3: The earnings figures are omitted because DGI was established in October 2021 and has no prior year earnings figures available.
*4: The amount of capital stock shown above is an estimate and may change by the closing date.
3. Date of change of specified subsidiaries
Mid-January , 2022 (planned)
4. Outlook
We expect that the impact from the change of specified subsidiaries on our consolidated earning for the fiscal year ending December 31, 2021 will be insignificant.
*The exchange rate used in this document is AUD 1 = JPY 81.3, GBP 1= JPY 151.6 which was the exchange rate on November 30th, 2021.