Affirma Capital, a domestic private equity fund manager and the second-largest shareholder of the Japanese corporation JTC, will conduct a public purchase of shares in the company. This follows the exercise of a call option on all shares held by former JTC Chairman Gu Cheol-mo.
Affirma Capital has announced on the 27th that the investment purpose company Juventus Holdings, which it has invested in, will publicly purchase 10,433,500 shares (20.2% stake) of JTC, a KOSDAQ-listed company, at 4,309 won per share. The public purchase price is 41.45% lower than the closing price of the previous trading day (7,360 won). The total purchase amount is around 45 billion won. It will be conducted over a 45-day period from the 23rd of this month to September 10. The lead underwriter is NH Investment & Securities.
On the 28th, Affirma Capital plans to exercise the call option on all shares held by the former chairman, which amounts to 20,867,000 shares (40.33% stake) at a price of 4,309 won per share. Affirma previously signed an option contract with the former chairman that can be exercised by October 7 of this year.
This public purchase is being conducted to comply with Japanese laws in accordance with the exercise of the option contract. JTC is a Japanese corporation that was listed on the domestic stock market in 2018. In Japan, if the largest shareholder intends to acquire more than one-third of the total equity, a mandatory public purchase must be conducted. The purchase price is lower than the market price, so general investors have little incentive to participate in the public purchase.
Through this exercise of the option, Affirma Capital is expected to become the largest shareholder of JTC. The equity stake will increase from the existing 29.2% to 69.5%. After the public purchase concludes, Affirma Capital is likely to proceed with selling its equity with a management premium.
Affirma participated in a paid-in capital increase of 50 billion won conducted by JTC in 2022 and acquired a 29.15% stake in the company. During that paid-in capital increase, it also signed an option contract, securing a path to gain management rights.