Jgc Holdings Corporation TSE:1963

Notice of Change in Equity-Method Affiliates (Share Transfer) and Recording of Extraordinary Income[PDF:165.2 KB]

Published

Source: MarketScreener

The following statement is an English-language translation of the original Japanese-language document provided for your convenience. In the event there is any discrepancy between the Japanese and English versions, the Japanese version is presumed to be correct.

To whom it may concern:

April 14, 2026

Company name: JGC HOLDINGS CORPORATION

Representative: Masayuki Sato Representative Director,

Chairman, President and Chief Executive Officer (CEO) (Code number: 1963, Stock Exchange: Tokyo)

Contact: Akihiro Yamagami

Manager, IR Unit Finance/IR Office (TEL: 81-45-682-8026)

Notice of Change in Equity-Method Affiliates (Share Transfer) and Recording of Extraordinary Income

JGC Holdings Corporation (the "Company") hereby announces that at the Board of Directors meeting held on April 14, 2026, the Company has resolved to transfer the shares (the "Share Transfer") of its equity-method affiliate, Swing Corporation ("Swing"), to INFRONEER Holdings Inc.

As a result of the Share Transfer, Swing, together with its subsidiaries, Swing AM Corporation and Swing Engineering Corporation, will be excluded from our corporate group, and the extraordinary income is scheduled to be recorded on a consolidated basis in the fiscal year ending March 2027.

  1. Reason for the Share Transfer

    Since 2010, the Company, EBARA Corporation ("EBARA"), and Mitsubishi Corporation, ("MC") have worked together as three shareholders to strengthen Swing's business structure, supporting its stable growth and addressing management issues.

    There have been ongoing changes in the business environment, including the expanding adoption of Water PPP*1 and the full-scale emergence of renewal demand due to the aging of existing facilities. In light of these developments, the Company has determined that transferring its shares to a suitable shareholder with a clear strategy and strong execution capabilities to underpin Japan's social infrastructure over the medium to long term would contribute to the further enhancement of Swing's corporate value in the future. Accordingly, the Company has resolved to transfer its shares in Swing.

    Similarly, EBARA and MC have also decided, based on the same considerations, to transfer all of the shares they hold.

    *1 : Water PPP collectively refers to public-private partnership models and concession models for water-sector public facilities, including water supply, sewerage, and industrial water services, each designed to support a phased transition to concession arrangements.

  2. Overview of the Equity-Method Affiliate to Be Transferred

    (1)

    Name

    Swing Corporation

    (2)

    Location

    1-9-2, Higashi Shimbashi, Minato-ku, Tokyo, Japan

    (3)

    Job title and name of

    representative

    Masanori Yasuda, President and Chief Executive Officer

    (4)

    Description of business

    Operation and maintenance, design and construction of water and environmental plants; related chemicals business; and management of

    operating subsidiaries

    (5)

    Share capital

    5,500 million yen (December 31, 2025)

    (6)

    Date of establishment

    April 1, 1977

    (7)

    Major shareholders and ownership ratios

    EBARA Corporation: 33.33%

    JGC Holdings Corporation: 33.33% Mitsubishi Corporation: 33.33%

    Capital relationship

    The Company holds 33.33% of the issued shares

    of the affiliate.

    (8)

    Relationship between the Company and said company

    Personnel relationship

    One representative director of the affiliate has been seconded from the Company, one as a

    director, and one as an auditor.

    Business relationship

    A subsidiary of the Company sells products to

    the affiliate.

    (9)

    Consolidated operating results and consolidated financial positions of said company for the last three

    years (Millions of yen, unless otherwise noted)

    As of / Fiscal year ended

    March 31, 2023

    March 31, 2024

    March 31, 2025

    Consolidated net assets

    28,781

    27,875

    31,960

    Consolidated total assets

    54,559

    55,878

    64,055

    Consolidated net assets per

    share (Yen)

    9,594

    9,292

    10,654

    Consolidated net sales

    74,094

    75,302

    82,937

    Consolidated operating profit

    4,511

    4,542

    6,817

    Consolidated ordinary profit

    5,123

    5,265

    7,446

    Profit attributable to owners of

    parent

    3,236

    3,409

    6,199

    Consolidated earnings per share

    (Yen)

    1,083

    1,140

    2,092

    Dividend per share (Yen)

    1,444

    580

    1,716

  3. Overview of Transferee

    (1)

    Name

    INFRONEER Holdings Inc.

    (2)

    Location

    2-10-2, Fujimi, Chiyoda-ku, Tokyo

    (3)

    Job title and name of

    representative

    Kazunari Kibe, Representative Executive Officer and

    President

    (4)

    Description of business

    Business management of the subsidiaries under its

    umbrella and the group as well as businesses incidental or related thereto

    (5)

    Share capital

    20,000 million yen (as of December 31, 2025)

    (6)

    Date of establishment

    October 1, 2021

    (7)

    Consolidated net assets

    542,854 million yen (as of March 31, 2025)

    (8)

    Consolidated total assets

    1,450,738 million yen (as of March 31, 2025)

    Major shareholders and shareholding ratios (as of September 30, 2025)

    The Master Trust Bank of Japan, Ltd. (Trust Account)

    12.72%

    (9)

    Hikarigaoka Corporation

    9.49%

    Custody Bank of Japan, Ltd. (Trust Account)

    6.69%

    INFRONEER Employees Shareholding Association

    3.47%

    Sumitomo Realty & Development Co., Ltd.

    3.09%

    JPMorgan Securities Japan Co., Ltd.

    1.72%

    Sumitomo Mitsui Banking Corporation

    1.09%

    MAEDA CORPORATION Business Partner Shareholding

    Association

    1.06%

    STATE STREET BANK AND TRUST

    COMPANY 505223 (standing proxy: Mizuho Bank, Ltd., Settlement & Clearing Services Department)

    1.04%

    Custody Bank of Japan, Ltd. (Trust 4th Account)

    1.04%

    Capital relationship

    There are no applicable matters.

    Personnel

    relationship

    There are no applicable matters.

    (10)

    Relationship between the Company and said company

    Business relationship

    JGC Japan Corporation, a wholly owned subsidiary of the Company, places orders for civil engineering works with Maeda Corporation, a wholly owned subsidiary of INFRONEER Holdings Inc.

  4. Number of Transferred Shares, Transfer Price, and Ownership Status Before and After Transfer

    (1)

    Number of shares owned before the transfer

    1,000,000 shares

    (Number of voting rights: 10,000 units) (Voting rights ownership ratio: 33.33%)

    (2)

    Number of shares to be transferred

    1,000,000 shares

    (Number of voting rights: 10,000 units)

    (3)

    Transfer price

    Planned Transfer price 30,400 million yen*2

    (4)

    Number of shares owned after the transfer

    0 shares

    (Number of voting rights: 0 units) (Voting rights ownership ratio: 0.00%)

    *2: The above planned transfer price represents the expected amount as of the present date, however, the actual transfer price will be determined through price adjustments stipulated in the Share Transfer Agreement.

  5. Schedule

    (1)

    Date of Board of Directors resolution

    April 14, 2026

    (2)

    Date of agreement conclusion

    April 14, 2026

    (3)

    Date of share transfer execution

    July 1, 2026 (scheduled)

  6. Impact on Financial Performance

In connection with the Share Transfer, the Company expects to record an extraordinary income of 20 billion yen as gain on sale of affiliate shares in the fiscal year ending March 2027. Please note that the amount is an unaudited estimate and subject to change.

End