Dai-ichi Life Announces Subsidiary Reorganization in Australia
OREANDA-NEWS. The Dai-ichi Life Insurance Company, Limited hereby announces that its board of directors meeting held passed a resolution to divest TAL Limited (TAL) and TAL Finance Pty Limited (TFL), two of the Company's consolidated subsidiaries in Australia, and to implement a corporate reorganization within TAL group.
1. Reason for Reorganization
TAL group (TAL Dai-ichi Life Australia Pty Limited (TDA), directly owned by the Company, and its subsidiaries) holds subsidiaries with various functions. Having grown by acquisitions,this has resulted in companies within the group with redundant functions.
Accordingly, the Company and TAL group have been pursuing a policy of streamlining the organizational structure to efficiently manage our organization and reduce administrative costs.
TAL and TFL have completed their roles as TDA, the ultimate holding company of TAL group, has assumed their functions. Under the above policy, the Company decided on the corporate reorganization including the divestiture of the above-mentioned two companies.
Necessary resolutions by TAL group companies are scheduled to be completed in September, 2013, as stated in the section "5. Schedule" below.
2. Restructuring
TAL Dai-ichi Life Group Pty Limited (TDG) will directly own TAL Life Limited (TAL Life) and TAL Distribution Holdings Limited (TDH), currently owned by TFL, after transferring the shares of these two companies to TDG, and then TAL and TFL will be liquidated.
(1) TFL sells all 137 million shares of TAL Life for AUD1, 803 million and all 183 million shares of TDH for AUD 26 million to TDG.
(2) TAL sells all shares of TFL to TDH following the capital reduction of TFL to AUD1.00.
(3) TDG sells all shares of TAL to TDH following the capital reduction of TAL to AUD1.00.
(4) TDH sells all shares of TAL and TFL for AUD1.00 per company to a third party liquidation agent which then completes the liquidation procedure on behalf of TAL group.
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