OREANDA-NEWS. Chubu Electric Power would like to announce that it concluded an absorption-type split agreement (“the Spin-Off”) with JERA Co., Inc. (“JERA”) to have JERA succeed Chubu Electric Power’s existing fuel (upstream/procurement) and overseas power generation/energy infrastructure businesses, as well as Hitachinaka Generation Co., Inc.’s thermal power station replacement/establishment business (“the Business”).

1 Purpose of company spin-off

Chubu Electric Power agreed with Tokyo Electric Power Company, Inc. (“TEPCO”) to have JERA succeed the Business. After signing a Joint Venture Agreement with TEPCO, Chubu Electric Power has been carrying forward such required procedures as consultations with relevant parties.

With this company spin-off, JERA will assume operations of the Business from July 1, 2016.

2 Summary of company spin-off

The Business covered by Chubu Electric Power will be transferred under a company spin-off (i.e., absorption-type split where Chubu Electric Power is the company spinning off a business and JERA is the succeeding company).

Conclusion date of absorption-type split agreement

May 23, 2016

General meeting of shareholders deciding whether to approve absorption-type split agreement (JERA)

Late June 2016 (scheduled)

Date in which the absorption-type split will take effect

July 1, 2016 (scheduled)

Spin-off considerations

452,000 JERA common shares

Business succeeded by the succeeding company

Chubu Electric Power’s existing fuel business (upstream/procurement) and overseas power generation/energy infrastructure business, as well as Hitachinaka Generation Co., Inc.’s thermal power station replacement/establishment business

Rights and obligations succeeded by the succeeding company

JERA will succeed Chubu Electric Power’s rights and obligations associated with the Business. JERA will not succeed any debts by the Spin-Off

Note: Chubu Electric Power will carry out the Spin-Off without approval of the general meeting of shareholders, in pursuant to Article 784, Paragraph 2 (simple spin-offs) of the Company Law.

3 Overview of companies involved in company spin-off

 

Company spinning off business
July 1, 2016 (scheduled)

Company succeeding business
July 1, 2016 (scheduled)

Company name

Chubu Electric Power Co., Inc.

JERA Co., Inc.

Business activities

Electricity business (excluding the Business)

Fuel and domestic/overseas power generation businesses, etc.

Established date

 May 1,1951

April 30,2015

Location of headquarters

1 Higashi-shincho, Higashi-ku,Nagoya

2-7-1 Nihonbashi,Chuo-ku,Tokyo

President

President & Director: Satoru Katsuno

President : Yuji Kakimi

Capital

430.777 billion yen
(Consistent from late March 2016)

5 billion yen
?Consistent from late March 2016?