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Recruit Holdings Co., Ltd. Announces the Group Reorganization and Change in Sub-subsidiary (Update of Disclosure)
Feb 27, 2018
Recruit Holdings Co., Ltd. (TSE 6098) (the "Company") announced that its Board of Directors resolved today on the particulars of the Group Reorganization, which was previously mentioned in the "Notification of the Group Reorganization and Dividends from Consolidated Subsidiaries," dated September 27, 2017, as detailed below.
1. Particulars of the Group Reorganization
The Company has been preparing the Group Reorganization with its three Strategic Business Units (SBUs) at the core.
As previously announced (*), the Media & Solutions segment and the Staffing segment will be restructured under Recruit Co., Ltd. (formerly Recruit Administration Co., Ltd.) and Recruit Global Staffing B.V. (formerly USG People B.V.) as their SBU Headquarters respectively, and the two companies will hold the shares of the operating companies in their respective business operations. The HR Technology segment, will be operated under RGF OHR USA, Inc. as its SBU Headquarters, but said company will not necessarily hold the shares of all of the operating companies in its corresponding business operations as the Company decided today that it will retain the current subsidiary framework of the HR Technology segment for the time being.
As a result, following the Group Reorganization, the SBU Headquarters and major operating companies of each segment will be as follows.
(*) "Notification of the Group Reorganization and Dividends from Consolidated Subsidiaries," dated September 27, 2017
"Notification of Execution of Company-split (Absorption-type Split) Agreement with the Company's Subsidiary," dated November 14, 2017
"Changes in Corporate Executive Officers," dated November 28, 2017
"Notification of Resolution of the Extraordinary General Meeting of Shareholders," dated January 17, 2018
| Segment | SBU Headquarters | Major operating company(ies) |
|---|---|---|
| HR Technology segment | RGF OHR USA, Inc. | Indeed, Inc. |
| Media & Solutions segment | Recruit Co., Ltd. (shareholding of the operating companies in its corresponding business operations) |
Recruit Sumai Company Ltd. Recruit Marketing Partners Co., Ltd. Recruit Lifestyle Co., Ltd. Recruit Career Co., Ltd. Recruit Jobs Co., Ltd. |
| Staffing segment | Recruit Global Staffing B.V. (shareholding of the operating companies in its corresponding business operations) |
Recruit Staffing Co., Ltd. STAFF SERVICE HOLDINGS CO., LTD. STAFFMARK HOLDINGS, INC. Chandler Macleod Group Limited |
2. Change in sub-subsidiary
As a result of the above Group Reorganization, the following specified subsidiaries will be changed from subsidiaries to sub-subsidiaries.
(Outline of subsidiaries to become sub-subsidiaries)
Media & Solutions segment
| (1) Name | RGF Hong Kong Limited |
|---|---|
| (2) Location | Unit 2206, 22/F, Wu Chung House, 213 Queen's Road East, Wanchai, Hong Kong |
| (3) Title and name of the representative |
President & CEO: Takashi Kuzuhara |
| (4) Description of business | HR Media business |
| (5) Capital | HKD 783,623 thousand |
| (6) Foundation | August 7, 2009 |
| (7) Major shareholder and shareholding ratio |
Recruit Holdings Co., Ltd. 100％ |
| (8) Date of change | April 1, 2018 (planned) |
| (1) Name | RIP 3rd R&D Investment Partnership |
|---|---|
| (2) Location | 8-4-17 Ginza, Chuo-ku, Tokyo |
| (3) Title and name of the representative |
Partner: Recruit Strategic Partners Co., Ltd. President & Managing Director: Akihiko Okamoto |
| (4) Description of business | Investment fund business |
| (5) Capital | ¥2,500 million |
| (6) Foundation | September 8, 2011 |
| (7) Major shareholder and shareholding ratio |
Recruit Holdings Co., Ltd. 95% |
| (8) Date of change | April 1, 2018 (planned) |
| (1) Name | Recruit Communications Co., Ltd. |
|---|---|
| (2) Location | 8-4-17 Ginza, Chuo-ku, Tokyo |
| (3) Title and name of the representative |
President and Representative Director: Atsushi Shimizu |
| (4) Description of business | Provision of a range of services in the Recruit Group, including solutions that help clients attract customers, web marketing, media production, distribution, advertising, and customer support |
| (5) Capital | ¥100 million |
| (6) Foundation | May 31, 1971 |
| (7) Major shareholder and shareholding ratio |
Recruit Holdings Co., Ltd. 100% |
| (8) Date of change | April 1, 2018 (planned) |
Staffing segment
| (1) Name | Advantage Resourcing Europe B.V. |
|---|---|
| (2) Location | Herikerbergweg 238, 1101CM Amsterdam, the Netherlands |
| (3) Title and name of the representative |
Chairman: Hitoshi Motohara |
| (4) Description of business | Staffing business |
| (5) Capital | GBP 32,299 thousand |
| (6) Foundation | December 29, 2004 |
| (7) Major shareholder and shareholding ratio |
Recruit Holdings Co., Ltd. 100% |
| (8) Date of change | January 1, 2018 |
| (1) Name | RGF Staffing Melbourne One Pty Ltd |
|---|---|
| (2) Location | Level 14, 15 Blue Street, North Sydney, NSW 2060, Australia |
| (3) Title and name of the representative |
Chairman: Hitoshi Motohara |
| (4) Description of business | Staffing business |
| (5) Capital | AUD 122,012 thousand |
| (6) Foundation | January 6, 2015 |
| (7) Major shareholder and shareholding ratio |
Recruit Holdings Co., Ltd. 100% |
| (8) Date of change | January 1, 2018 |
| (1) Name | RGF Staffing Melbourne Two Pty Ltd |
|---|---|
| (2) Location | Level 5, 345 George Street, Sydney, NSW 2000, Australia |
| (3) Title and name of the representative |
Chairman: Hitoshi Motohara |
| (4) Description of business | Staffing business |
| (5) Capital | AUD 294,892 thousand |
| (6) Foundation | January 6, 2015 |
| (7) Major shareholder and shareholding ratio |
Recruit Holdings Co., Ltd. 100% |
| (8) Date of change | November 30, 2017 |
*As this is an intra-group transfer of subsidiaries, the following items are omitted from the above description: "Relationship between the Company and the company concerned," "Financial position and financial results for the last three years," "Number and amount of shares to be transferred" and "Number of shares held before and after the transfer, and ratio of voting rights held."
*The location, representative, capital, major shareholder and shareholding ratio of each company are based on information prior to the change.
(Outline of the recipient of the transfer of shares)
Media & Solutions segment
| (1) Name | Recruit Co., Ltd. |
|---|---|
| (2) Location | 8-4-17 Ginza, Chuo-ku, Tokyo |
| (3) Title and name of the representative |
President and Representative Director:Yoshihiro Kitamura |
| (4) Description of business | Media & Solutions business |
| (5) Capital | ¥350 million |
| (6) Foundation | October 1, 2012 |
| (7) Major shareholder and shareholding ratio |
Recruit Holdings Co., Ltd. 100% |
*The name, title and name of the representative, description of business and capital represent information assumed as of April 1, 2018.
Staffing segment
| (1) Name | Recruit Global Staffing B.V. |
|---|---|
| (2) Location | P.J. Oudweg 61, 1314 CK Almere, the Netherlands |
| (3) Title and name of the representative |
CEO: Rob Zandbergen |
| (4) Description of business | Staffing business |
| (5) Capital | EUR 1 |
| (6) Foundation | December 21, 1917 |
| (7) Major shareholder and shareholding ratio |
Recruit Holdings Co., Ltd. 100% |
*As this is an intra-group transfer of subsidiaries, the following items are omitted from the above description: "Relationship between the Company and the company concerned," "Net assets and total assets for the immediately preceding fiscal year," "Number and amount of shares acquired," and "Number of shares held before and after the acquisition, and ratio of voting rights held."
3. Future outlook
This matter will not affect the consolidated financial forecasts for the fiscal year ending March 31, 2018 announced on February 14, 2018.
