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Future System Consulting Corp. Launches Spin-off Investment Company

April 28, 2005

Future System Consulting Corp. announces that at a meeting held on April 28, 2005 its Board of Directors approved a resolution to separate its investment-related business into a newly established company Future Investment Corp., and transfer such business to the new company, effective June 1, 2005. The details are as follows.

1. Objective of Corporate Separation

The Group's investment-related business will be centrally run and managed by the newly established corporation for the maneuverability and agility of the Group's investment activities.

2. Summary of Corporate Separation

(1) Schedule (provisional)

Board of Directors approval of separation plans:
April 28, 2005
Corporate separation becomes effective:
June 1, 2005 (provisional)
Commercial registration of corporate separation:
June 1, 2005 (provisional)

(2) Corporate Separation Method

  1. i) Form of Corporate Separation
    Future System Consulting Corp. will separate and transfer its investment-related business through the establishment of a new company, Future Investment Corp., by means of simplified corporate separation.
  2. ii) Reason for Adopting Corporate Separation Method
    The decision to establish a wholly owned subsidiary through corporate separation was made because the business of the newly established company is an important business area in the Group.

(3) Allocation of Shares

Two hundred shares of common stock will be issued upon separation of the newly established company, which will be allocated in full to Future System Consulting Corp.

(4) Cash Distribution

None

(5) Assumed Rights and Obligations

Future Investment Corp. will assume all rights and obligations relating to the investmentrelated business of Future System Consulting Corp. and any rights and obligations incidental thereto.

(6) Expectation of Fulfillment of Obligations

At this time, there are no foreseen circumstances which might impede the fulfillment of the obligations by Future System Consulting Corp. or Future Investment Corp. after the corporate separation.

(7) New Directors and Corporate Auditor

Representative Director
Yasufumi Kanemaru (presently a Representative Director in Future System Consulting Corp.)
Directors
Naoto Konishi (presently an Executive Managing Director in Future System Consulting Corp.)
Norihide Kanaoka (presently an employee of Future System Consulting Corp.)
Auditors
Takeshi Senuma (presently an employee of Future System Consulting Corp.)

3. Overview of the Companies Party to the Corporate Separation

(1) Name   Future System Consulting Corp. (ceding company) Future Investment Corp. (provisional) (newly formed company)
(2) Business activities   IT consulting Investment-related business
(3) Date of incorporation   November 28, 1989 June 1, 2005
(4) Head office   Shibuya-ku, Tokyo Shibuya-ku, Tokyo
(5) Representative   Yasufumi Kanemaru Yasufumi Kanemaru
6) Capital   ( 1,421 million yen 10 million yen
(7) Total number of issued shares   119,160 shares 200 shares
(8) Shareholders' equity   6,620 million yen (as of the end of December 2004) 417 million yen
(9) Total assets   9,192 million yen (as of the end of December 2004) 417 million yen
(10) Fiscal year end   December December
(11) Number of employees   503 (as of the end of December 2004) －
(12) Major business contacts   － －
(13) Major shareholders and their share percentages   Yasufumi Kanemaru (as of the end of December 2004) 41.95% Future System Consulting Corp. 100.00％ (provisional)
(14) Main banks   Bank of Tokyo-Mitsubishi UFJ Bank Mizuho Bank Sumitomo Mitsui Banking Corporation . －
(15) Relationship between the Companies Capital － Wholly owned subsidiary of Future System Consulting Corp.
Human resources See Section 2 (7) See Section 2 (7)
Business connections － －

(16) Business results for the previous three fiscal years

Fiscal year ending December 2004 December 2003 December 2002
Net sales 9,267 million yen 10,667 million yen 10,946 million yen
Operating income 889 million yen 1,520 million yen 1,921 million yen
Ordinary income 893 million yen 1,524 million yen 1,889 million yen
Net income 578 million yen 907 million yen 1,096 million yen
Net income per share (yen) 4,959.75 7,720.35 9,221.18
Divided per share (yen) 2,700 2,700 3,150
Stockholders' equity per share (yen) 57,204.20 56,723.31 58,851.02

4. Description of business operations to be separated

  1. (1) Description of investment-related business: Business related to investment in IT-related business, etc.
  2. (2) Business results of investment-related business for the fiscal year ending December 2004. Because the business is an investment-related business, Future System Consulting Corp. does not have any sales, gross profit on sales, operating profit or ordinary profit relating to the business in question.
  3. (3) Categories and amounts of assets and liabilities to be transferred (as of December 31, 2004)
    Assets Liabilities
    Category Book value Category Book value
    Investment securities 441 million yen － －
    Tota l 441 million yen Total －

5. Details of Future System Consulting Corp. after the Corporate Separation

(1) Name:
Future System Consulting Corp. (no change)
(2) Business activities:
IT consulting (no change)
(3) Head office:
Shibuya-ku, Tokyo (no change)
(4) Representative:
Yasufumi Kanemaru (no change)
(5) Capital:
1,421 million yen (no change)
(6) Total assets:
There will be no major impact as a result of the corporate separation
(7) Fiscal year end:
December (no change)

(8) Influence on business performance

There will be no major impact on the business results of Future System Consulting Corp.
The business forecasts (consolidated and unconsolidated) for the fiscal year ending December 2005 announced on February 8, 2005 are unchanged.

 

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