Our company has entered into an investment management agreement with INTERTRUST TRUSTEES (CAYMAN) LIMITED SOLELY IN ITS CAPACITY AS TRUSTEE OF JAPAN-UP (hereinafter referred to as the "Fund"). The Fund and our company (collectively, the "Proposing Shareholders") hold approximately 11% of the shares of Keihanshin Building Co., Ltd. (hereinafter referred to as "the Company" or "Keihanshin Building").
The Proposing Shareholders hereby announce that they have submitted a document exercising their shareholder proposal rights to Keihanshin Building regarding its ordinary general meeting of shareholders scheduled to be held in June, and have launched a special website (https://stracap.jp/8818-KEIHANSHIN/) concerning this proposal.
Agenda Items Proposed by the Proposing Shareholders and Their Overview
### Agenda Item 1: Acquisition of Treasury Stock from Specific Shareholders
(Overview) We propose that Keihanshin Building acquire its common shares as treasury stock from policy-holding shareholders in order to resolve the Company's shares held by policy-holding shareholders and improve corporate governance.
The counterparties for the treasury stock acquisition are as follows:
- Ginza Co., Ltd. - Sumitomo Mitsui Banking Corporation - Kinden Corporation - Kajima Corporation - The Sanjusan Bank, Ltd. - The Hyakujushi Bank, Ltd. - Sansei Technologies, Inc. - Sumitomo Mitsui Card Co., Ltd. - Aichi Bank, Ltd. - Daibiru Corporation - Daiwa House Industry Co., Ltd. - Toda Corporation - Sumitomo Mitsui Trust Bank, Limited - Meidensha Corporation - Mizuno Corporation - Tozai Building Service Co., Ltd. - Kubota Corporation - The Ashikaga Bank, Ltd. - Sumitomo Life Insurance Company - Maruichi Steel Tube Ltd. - The Joyo Bank, Ltd. - Sanko Air Conditioning Co., Ltd. - Suga Co., Ltd. - Rengo Co., Ltd. - Sanoyas Holdings Corporation - Nomi Seisakusho Co., Ltd. - Nankai Electric Railway Co., Ltd. - Kansai Electric Power Co., Inc. - Daikin Industries, Ltd. - Torishima Pump Mfg. Co., Ltd. - Daidan Co., Ltd. - Toli Corporation - Seino Holdings Co., Ltd. - Look Holdings Inc. - Nankai Tatsumura Construction Co., Ltd.
Background of the Shareholder Proposal
### Problem (1): Keihanshin Building's management has passively allowed the continued erosion of shareholder value.
Keihanshin Building has operated a business model centered on holding rental properties and deriving revenue from their leases. However, while the real estate leasing business tends to generate stable revenue, it is a business that finds it difficult to consistently generate high returns that sufficiently exceed the cost of capital required for a listed company.
Furthermore, holding a large amount of real estate has led to a continuous state of low capital efficiency.
As a result, Keihanshin Building shares are not fully evaluated for their intrinsic value by the market. The Proposing Shareholders believe that while Keihanshin Building intrinsically has a value of 145.4 billion yen, under the current management policy, its valuation remains at 92.3 billion yen, meaning it is valued at a 37% discount. This situation can be attributed to management's neglect of improving capital efficiency and passively allowing the continued erosion of shareholder value.
### Problem (2): Keihanshin Building's management is extremely slow in advancing management reforms aimed at improving capital efficiency.
Moreover, Keihanshin Building's management is reluctant to engage in asset rotation to rectify this situation. While other companies in the real estate industry are actively working to improve capital efficiency through the sale and monetization of their owned properties, Keihanshin Building has postponed the transition from an asset-holding business model, lagging behind other companies in its efforts to improve capital efficiency.
As a result, the erosion of shareholder value remains unaddressed, and this slowness in management's response itself is a factor hindering the improvement of Keihanshin Building's corporate value.
### Problem (3): The presence of policy-holding shareholders may lead to a decline in management discipline.
The shareholder composition of Keihanshin Building, as evident from its securities report for the fiscal year ended March 2025, shows that policy-holding shareholders account for over 40% of the total outstanding shares (excluding treasury shares). In such a situation, the discipline imposed by general shareholders on management may decline, potentially allowing management decisions that could erode shareholder value to go uncorrected and overlooked.
### Problem (4): Policy-holding shareholders, who hold Keihanshin Building's shares and serve as stable shareholders, have not proceeded with selling their shares, raising concerns about "pressure not to sell."
Since the fiscal year ended March 2020, among the 21 companies that disclosed holding the Company's shares as policy-held shares in their securities reports, only one company has sold the Company's shares over the past five years. For example, Kajima Corporation has sold shares of other companies, presumably with larger transaction amounts than the Company, but has not sold Keihanshin Building shares, a response that is inexplicable. This trend is also observed among other policy-holding shareholders.
The Financial Services Agency in April 2025
FACT BOX
- Source: PR TIMES
- Category: News
- Organizations: INTERTRUST TRUSTEES (CAYMAN) LIMITED SOLELY IN ITS CAPACITY AS TRUSTEE OF JAPAN-UP