【Notice of the Transfer (Share Transfer) of Consolidated Subsidiaries】
Dream Incubator Inc. (“the Company”) hereby announces that it resolved at its Board of Directors’ meeting on September 30, 2021 to transfer all shares of consolidated subsidiary DIMENSION Inc. to DIMENSION’s representative director, Mr. Takamitsu Miyaso. As a result of this transaction, Dimension Investment Partners Limited, which is operated by DIMENSION Inc. as an unlimited liability partner, will also cease to be a consolidated subsidiary of the Company.
- Reasons and Background to the Transfer
As previously announced, the Company is promoting structural reforms to achieve a growth trajectory under a new management structure. It recognizes the volatility of venture investment as a management issue and has been considering measures to reduce the volatility as one of the themes of these reforms. The Company thus has been reconsidering its involvement in fund investment in addition to curbing its own capital investment. It believes that this policy will contribute to Group management while allowing DIMENSION Inc. to independently promote management support to encourage growth at startups.
- Overview of Subsidiaries to Be Transferred
| （1） Name | DIMENSION Inc. | |
| （2） Location | 3-2-6 Kasumigaseki, Chiyoda-ku, Tokyo | |
| （3） Title and name of representative | Representative Director, Takamitsu Miyaso | |
| （4） Business | Operation and management of investment partnership assets | |
| （5） Capital | 1,000,000 yen | |
| （6） Established | July 21, 2019 | |
| （7） Major shareholder and ownership ratio | Dream Incubator Inc. (100%) | |
| （8） Relationship between the Company and DIMENSION Inc. | Capital relationship | DIMENSION Inc. is a wholly owned subsidiary of the Company. |
| Personal relationship | The Company has dispatched executives to DIMENSION Inc. | |
| Transactional relationship | The Company has loaned funds to DIMENSION Inc. | |
| （1） Name | Dimension Investment Partners Limited | ||
| （2） Location | 3-2-6 Kasumigaseki, Chiyoda-ku, Tokyo | ||
| （3） Basis for establishment | Limited Partnership Act for Investment | ||
| （4） Purpose of formation | To invest in startup companies in Japan | ||
| （5） Formed | September 4, 2019 | ||
| （6） Total investment | 3.5 billion yen | ||
| （7） Member with unlimited liability | Name | DIMENSION Inc. | |
| Location/Representative | Same as above | ||
| （8） Relationship between the Company and Dimension Investment Partners Limited | Relationship between the Company and the fund | Dimension Investment Partners Limited is an investee of Dream Incubator Inc. The latter provides funds when required by the former. | |
| Relationship between the Company and the member with unlimited liability | DIMENSION Inc. is a wholly owned subsidiary of the Company. | ||
| （9） Investment targets | Startup companies in Japan | ||
| （10）Financial condition for most recent three years | |||
| Fiscal year | Fiscal year ended March 31, 2020 | Fiscal year ended March 31, 2021 | |
| Net assets (million yen) | 365 | 1,966 | |
| Total assets (million yen) | 365 | 1,967 | |
Note: Operating results are not disclosed for the following reasons.
- Due to a confidentiality agreement with Dimension Investment Partners Limited and investors
- Due to the fact that Dimension Investment Partners Limited is a fund in the investment period with only two years having passed since its formation
- Individual to Whom Ownership of DIMENSION Inc. Shares Will Be Transferred
| （1） Name | Takamitsu Miyaso |
| （2） Location | Shibuya-ku, Tokyo |
| （3） Relationship between the Company and Mr. Miyaso | Mr. Miyaso is an executive officer of Dream Incubator Inc. and serves as representative director of DIMENSION Inc. He is to leave his post at the former on the date of conclusion of the contract. |
- Number of Shares to Be Transferred, Amount, Number of Shares to Be Held after the Transfer
| （1） Number of shares before the transfer | 100 shares (100% of voting rights) |
| （2） Number of shares to be transferred | 100 shares |
| （3） Transfer price | 3,000,000 yen |
| （4） Number of shares to be held after the transfer | 0 shares (0% of voting rights) |
Note: Dimension Investment Partners Limited will cease to be a consolidated subsidiary of Dream Incubator Inc. as a result of the transfer of all shares of DIMENSION Inc., the fund’s unlimited liability partner. There will be no change to Dream Incubator’s investments in Dimension Investment Partners Limited.
- Date
| （1） Contract conclusion date | September 30, 2021 |
| （2） Execution date | October 1, 2021 |
- Outlook
It is difficult at this time to forecast the impact of this transaction on the Company’s business results for the current consolidated fiscal year because most venture investment sales are generated from the sale of shares in the open market. If any matters arise that require disclosure going forward, the Company will announce these without delay.