2011090905

Successor

Asahi Breweries Kabushiki Kaisha

Event Publicly Available Information:

According to a press release (“Press Release”) entitled “Notification of Corporate Division and Change of Articles of Incorporation following Transfer to Holding Company Structure” (純粋持株会社制移行に伴う会社分割並びに定款変更(商号及び事業目的の変更)に関するお知らせ) and dated 8 February 2011, Asahi Breweries Kabushiki Kaisha (Securities Code: 2502) (the “Reference Entity”), announced, inter alia, that it would transfer (the “Transfer”) its alcoholic beverage business (the “Business”) to one of its subsidiaries, Asahi Group Holding Kabushiki Kaisha (the “Subsidiary”) pursuant to a ‘corporate reorganisation’ agreement (吸収分割契約, the “Reorganisation Agreement”) entered into between the Reference Entity and the Subsidiary on 8 February 2011 and effective 1 July 2011. The abovementioned corporate reorganisation took place by way of an ‘absorption and division’ (吸収分割) under the Japanese Companies Law. As part of the corporate reorganisation, on 1 July 2011, the Reference Entity and the Subsidiary swapped their name and the Reference Entity became “Asahi Group Holding Kabushiki Kaisha” and the Subsidiary “Asahi Breweries Kabushiki Kaisha”. In item 6 of the Press Release, the Reference Entity advised that, as part of the Transfer and unless otherwise specified in the Reorganisation Agreement, the Subsidiary would assume, inter alia, the “assets, rights, indebtedness and obligations relating to the [Business]”. Under Paragraph 2 of the Attachment (Obligations to be Transferred) to the Reorganisation Agreement (cf. p. 86 of item (e) of Additional Information), the following long- and short-term liabilities would not be transferred to the Subsidiary: (a) All short-term borrowings, bonds due within one (1) year, and commercial papers; and (b) All long-term borrowings and bonds. The requesting firm is enquiring with the investor relation department (“IR”) of the Reference Entity to obtain information relating to the Relevant Obligations but has yet to receive any confirmation. The requesting firm will follow up and update ISDA upon further development. Additional Information: (a) Reference Entity’s IR page (http://www.asahigroup-holdings.com/en/ir/index.html) (b) Press Release dated 26 August 2010 (http://www.asahigroup-holdings.com/en/ir/pdf/10pdf/20100826_2.pdf) (c) Press Release dated 8 February 2011 (http://www.asahigroup-holdings.com/en/ir/pdf/11pdf/20110208_1.pdf) (d) Press Release dated 28 February 2011 (http://www.asahigroup-holdings.com/en/ir/pdf/11pdf/20110228.pdf) (e) Notice of the 87th Annual General Meeting of Shareholders dated 3 March 2011 (http://www.asahigroup-holdings.com/en/ir/pdf/11pdf/20110304.pdf) (f) 2011 Semi-annual Account dated 2 August 2011 (http://www.nikkei.com/markets/ir/irftp/data/tdnr2/tdnetg3/20110802/6z8m0j/140120110721085395.pdf) (g) Information relating to the Shareholder Meeting held on 25 March 2011 (Japanese) (http://www.asahigroup-holdings.com/ir/shareholders_meeting/whats.html)

DateDescriptionDocument
ClosedJapan Determinations Committee Decision 12122011
Request Accepted by DC
Pending DC Consent