Announcement of J. FRONT RETAILING Co., Ltd.’s Decision to Make a Demand for Share Cash-Out, and Our Approval of SuchDemand for Share Cash-Outand Delisting of Our Shares
February 27, 2020
Company Name: PARCO CO., LTD.
As PARCO CO., LTD.(the “Company”) announced in “Announcement Concerning Results of the Tender Offer forOur Shares by J. FRONT RETAILING Co., Ltd.,aControlling Shareholder” dated February 18, 2020, J. FRONT RETAILING Co., Ltd. (“J. FRONT RETAILING”) conducted a tender offer for the Company’s common shares (the “CompanyShares”) from December 27, 2019 (the “Tender Offer”), and, as a result, J. FRONT RETAILINGcame to own 97,837,574shares of the CompanyShares (Voting Rights Ownership Ratio : 96.43%) as of February 25, 2020, which is the commencement date of the settlement regarding the Tender Offer, and became a special controlling shareholderof the Company(the “Special Controlling Shareholder”) as defined in the Companies Act (Act No. 86 of 2005, as amended; hereinafter the same applies).
As a result of the completion of the Tender Offer,J. FRONT RETAILINGcame to own 90% or more of the voting rights of all shareholders of the Company;and therefore, J. FRONT RETAILINGdecided to demand that all shareholders of the Company(excluding J. FRONT RETAILINGand the Company; “Shareholders Subject to Cash-Out”) sell all of their CompanyShares (“Shares Subject to Cash-Out”) to J. FRONT RETAILING(the “Demand for Share Cash-Out”) under Article 179, Paragraph 1 of the Companies Act as part of the transactionsintended to make the Companya wholly-owned subsidiary of J. FRONT RETAILINGby acquiring all of the CompanyShares (excluding those ownedby J. FRONT RETAILINGand the treasury shares held by the Company) (the “Transactions”) as stated in “(5) Policy onOrganizational Restructuring, Etc. after Tender Offer (Matters Relating to So-called “Two-Step Acquisition”)” in “3. Details of and Grounds and Reasons for Opinion ConcerningTender Offer” of“Announcement of Opinion in Support of Tender Offer for Our Shares to be Conducted by J. FRONT RETAILING Co., Ltd., a Controlling Shareholder, and Recommendation for Our Shareholders to Tender Their Shares in Tender Offer” by the Companyon December26, 2019 (the “Opinion Press Release”). The Company, as of today,receiveda notice to such effectfrom J. FRONT RETAILING.The Company hereby announces that, upon receiving such notice, it resolved at its Board of Directors meeting held today to approve the Demand for Share Cash-Outas detailed below.
In addition, the Company Shares have fallenunder the delisting criteriaofthe Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”) upon the approval of the Demand for Share Cash-Out. Accordingly, the 2Company Shares will be designated as stock to be delisted for the period from today through March 17, 2020, and they will be delisted on March 18, 2020. Please note that,after the delisting, the Company Shares will no longer be able to be traded on the Tokyo Stock Exchange.
＊Please see the details in the attachment.