JPX Market Innovation & Research To Acquire 100% Of SCRIPTS Asia Shares

Japan Exchange Group, Inc. (JPX) announces that its Board of Directors has, at the meeting held today, resolved that its subsidiary JPX Market Innovation & Research, Inc. (JPXI) will make SCRIPTS Asia, K.K. (SCRIPTS Asia) a wholly owned subsidiary through the acquisition of all its issued shares, subject to the approval of the relevant authorities.

Reasons for share acquisition

Overseas investors are an important player in the Tokyo Stock Exchange (TSE) stock market, and there are great expectations from these overseas investors for the disclosure and provision of company information in English.

In light of this, TSE has been encouraging its listed companies to improve their corporate value through constructive dialogue with global investors, while also working to support them in enhancing their disclosure, for example through the establishment in March last year of "JPX English Disclosure GATE."

SCRIPTS Asia is a start-up company which creates transcripts of investor events held by listed companies and translates them into English within a short time after the event, then distributes these to domestic and overseas institutional investors, securities companies, and the like. SCRIPTS Asia's services are highly evaluated by overseas investors.

In consideration of SCRIPTS Asia's contribution to narrowing the information gap between overseas and Japanese investors through its distribution of event transcripts, TSE has been collaborating with SCRIPTS Asia to provide a transcript distribution service since 2020.

In order to promote the further expansion of English disclosure, JPX considers supporting its enhancement through the provision of practical services as an important part of its role as a market operator, and hence has decided to actualize this vision through the acquisition of SCRIPTS Asia by JPXI.

In addition, together with ICJ, Inc. and Minsetsu, Inc. (which have capital relationships with JPX) and other partners, JPX will look to increase the volumes of information communicated through and enhance operational efficiency in dialogue between listed companies and investors or shareholders, in order to contribute to improving the reach and vitalization of the Japanese stock market by promoting constructive dialogue between listed companies and investors.

Method of Acquisition

The acquisition will be implemented as follows:

Of businesses provided by SCRIPTS Asia Inc. and its subsidiaries, all those that relate to Japanese listed companies will be transferred to the Japan-registered corporation, SCRIPTS Asia.
JPXI will then acquire all of the issued shares of SCRIPTS Asia.
This acquisition is subject to the approval of the relevant authorities.

Overview of the subsidiary transferred (SCRIPTS Asia, K.K.)

Company name	SCRIPTS Asia, K.K.
Address	Ark Hills South Tower 16F, 1-4-5 Roppongi, Minato-ku, Tokyo
Title and name of representative	Representative Director Junichi Hongo
Overview of business	Preparation of transcripts, translation into English, provision of data, and other information communication support services for financial results briefings and other dialogue events held by listed companies in Asia
Paid in capital	JPY 5 million
Date of establishment	February 2018
Major shareholders and shareholding ratio	SCRIPTS Asia Inc.: 100%

Overview of the opposite party of stock acquisition transaction

Company name	SCRIPTS Asia Inc.
Address	2442 NW Market #202, Seattle, WA 98107, USA
Title and name of representative	CEO, Erik Abbott
Overview of business	Preparation of transcripts, translation into English, provision of data, and other information communication support services for financial results briefings and other dialogue events held by listed companies in Asia
Paid in capital	87.06 USD
Date of establishment	July 2017
Major shareholders and shareholding ratio	Erik Abbott: 47.14% QUICK Corp.: 11.03% S&P Global Ventures Inc.: 7.81% Daniel Rose: 3.60%

Number of shares acquired, acquisition price and status of shares held before and after acquisition

Number of shares held before the transfer	0 shares (percentage of voting rights held: 0%) (ownership percentage: 0%)
Number of shares acquired	500 shares
Acquisition amount	USD 20 million (JPY 2.9 billion) In addition to this, a conditional acquisition consideration (earn-out consideration) of a maximum amount of USD 15 million (JPY 2.17 billion) may be paid contingent on the satisfaction of certain criteria.
Number of shares held after the transfer	500 shares (percentage of voting rights held: 100%)

(note)

･Calculated using average FX rate over the most recent 3 months (JPY 144.54).

Schedule

Contract date	November 29, 2022
Business transfer date	February 28, 2023 (planned)
Date of share acquisition/becoming subsidiary	February 28, 2023 (planned)