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News Release

2017/02/14

Announcement of Company Split and Overview of Group Companies (Successor Companies)

As disclosed on November 29, 2016, the Board of Directors of World Co., Ltd. met today to proceed with the planned transition into a holding company on April 1, 2017. It also resolved to conclude an agreement under which our existing brand businesses, platform businesses, and a wholly-owned subsidiary responsible for payroll administration will be succeeded by new companies and existing subsidiaries. Details are provided below.

World Co., Ltd. will retain its corporate name as it transforms into an operating holding company. The company split will become effective pending approval by an extraordinary general shareholders meeting of World Co., Ltd., scheduled for March 21, 2017.

1. Background to the Corporate Division

The apparel market in Japan continues to mature at an accelerated pace, intensifying the competitive environment surrounding the World Group. Additionally, advancing waves of digitization have led to a dramatic shift in consumer behavior.

To maintain a corporate organization that achieves consistent growth and continues to survive the competition amid vast changes in the domestic apparel market and among consumers, it is imperative that we establish a new and innovative business model in the same vein as the repeated changes we have implemented throughout the history of the World Group.

Against this backdrop, the World Group will seek to become a more competitive organization, pursuing businesses that are optimized to the market. To that end, starting on April 1, 2017, we will spin off our brands into separate companies by business model and marketing channels as a means of transferring authority even further and facilitating decision making with greater speed.

We have also determined that in order to bolster our competitiveness we must promote the development of diverse business models that transcend the boundaries of our brand businesses. For that reason, we will implement the transition to a holding company structure.

2. Purpose

The World Group will implement the transition to a holding company structure for the following reasons.

  1. Achieve market optimization for brand businesses
    With respect to our brand businesses, we will respond with agility to the changing market through initiatives that include a reallocation of our business portfolio. Also, we will aim for even greater efficiency and optimization toward developing different profit structures for each business model.
  2. Accelerate initiatives to achieve profitability for platform businesses
    Over the years, we have constructed platforms in various areas, including production, sales, and an array of business services. We will promote the development of business models for these diverse platforms and strengthen our competitiveness.

3. Outline of the Company Split

  1. Company Split Timeline
    Resolution by the Board of Directors concerning the conclusion of a company split agreement and related issues Signing of an absorption-type company split agreement February 14, 2017
    Resolution by the Shareholders Meeting and Class Meeting concerning approval of the company split agreement and related issues (extraordinary meetings of shareholders and class shareholders) March 21, 2017
    Date of the company split and transition to a holding company structure (effective date) April 1, 2017 (tentative)
  2. Substance of the Company Split

    (a) Existing Brand Business Divisions
    World Co., Ltd. will be the splitting company in an absorption-type company split, in which its respective business divisions will be succeeded by these companies: Feels International Co., Ltd. (succeeding the Department Store (Ladies) business); Explorers Tokyo Co., Ltd. (Men's and Sports business); World Lifestyle Creation Co., Ltd. (part of the Accessories business); Cocoshnik Co., Ltd. (Jewelry business); Style Force Co., Ltd. (Middle Lower No. 1 business); Arcus International Co., Ltd. (Middle Lower No. 2 business); World Amber Co., Ltd. (Wholesale business); Intercube Co., Ltd. (Select business); Innovation Link Co., Ltd. (SC and Store busines) ITS'DEMO Co., Ltd., to be renamed Fashion Cross Co., Ltd. as of April 1 (Fashion Accessories business); and World Store Partners Co., Ltd. (Outlet business).
    In the Accessories business, World Lifestyle Creation Co., Ltd. will be the intermediate holding company overseeing World Livingstyle Co., Ltd. (to be renamed One'sterrace Co., Ltd. as of April 1) together with ITS'DEMO Co., Ltd. and Cocoshnik Co., Ltd.
    With respect to the Development and Structural Reform business, World Investment Network Co., Ltd. will be the intermediate holding company overseeing Intercube Co., Ltd. and Innovation Link Co., Ltd.

    (b) Platform Business Divisions
    World Co., Ltd. will be the splitting company in an absorption-type company split, in which its Platform Business division will be succeeded by World Space Solutions Co., Ltd.
    In addition, World Business Support Co., Ltd. will be the splitting company in an absorption-type company split, in which its payroll administration business will be succeeded by the Preparatory Company for the Split Payroll Administration Business Co., Ltd (to be renamed in April).

    (3) Capital Reduction Related to the Split
    The company split will not result in any reduction in capital.

4. Overview of New Group Organization and Successor Companies (New and Existing Companies) after the Transition to a Holding Company Organization

(Newly established companies are indicated by shaded box)

Overview of the Operating Holding Company

World Co., Ltd.

To maintain a corporate organization for the World Group that achieves consistent growth and continues to survive the competition, World Co., Ltd. will function as a holding company based on the current Corporate Platform Headquarters division and will optimize management resources for the benefit of the entire Group. It will also serve as an operating company and develop fashion services for the next generation by fully applying its years of expertise in the apparel business.

Company name World Co., Ltd.
Head office 6-8-1, Minatojima-Nakamachi, Chuo-ku, Kobe 650-8585, Japan
Representative Kenji Kamiyama
Paid-in capital 13.011 billion yen

Overview of Successor Companies (New Companies)

(1) Feels International Co., Ltd.—Department Store (Ladies) Business Company
Build on the Department Store (Ladies) business to provide women's apparel targeting department stores and other highly fashion-conscious marketing channels.

Company name Feels International Co., Ltd.
Head office 6-8-1, Minatojima-Nakamachi, Chuo-ku, Kobe 650-8585, Japan
Representative Atushi Fukui
Paid-in capital 30 million yen
Investment ratio World Co., Ltd. 100%
Major brands UNTITLED、INDIVI、Reflect、COUP DE CHANCE、LIZA、smart pink、Modify、ESPRIT D'OR、CORDIER、esche、SunaUna、Airpapel、synchro crossings、JET、ECLECTICA

(2) Explorers Tokyo Co., Ltd.—Men's and Sports Business Company
Build on the Men's and Sports business to provide men's apparel that caters to each marketing channel, age group, and taste, as well as sportswear that is both fashionable and functional.

Company name Explorers Tokyo Co., Ltd.
Head office 6-8-1, Minatojima-Nakamachi, Chuo-ku, Kobe 650-8585, Japan
Representative Toshiyuki Kosakai
Paid-in capital 30 million yen
Investment ratio World Co., Ltd. 100%
Major brands TAKEO KIKUCHI、adabat、tk.TAKEO KIKUCHI、BASE STATION

(3) World Lifestyle Creation Co., Ltd.—Intermediate Holding Company for the Accessories Business
Build on the Accessories business to develop accessory brands that cater to each marketing channel, age group, and taste. It will also serve as the intermediate holding company for World Livingstyle Co., Ltd. (to be renamed One'sterrace Co., Ltd. as of April 1), ITS'DEMO Co., Ltd. (to be renamed Fashion Cross Co., Ltd. as of April 1), and Cocoshnik Co., Ltd., which undertake accessories business centered on daily goods, including fashion accessories and interior décor.

Company name World Lifestyle Creation Co., Ltd.
Head office 6-8-1, Minatojima-Nakamachi, Chuo-ku, Kobe 650-8585, Japan
Representative Shinichi Nishikawa
Paid-in capital 30 million yen
Investment ratio World Co., Ltd. 100%
Major brands Index、HIROKO HAYASHI

(4) Cocoshnik Co., Ltd.—Jewelry Business Company
Build on the "COCOSHNIK" brand to develop fine jewelry brands targeting department stores and other highly fashion-conscious marketing channels.

Company name Cocoshnik Co., Ltd.
Head office 6-8-1, Minatojima-Nakamachi, Chuo-ku, Kobe 650-8585, Japan
Representative Hideki Tanaka
Paid-in capital 5 million yen
Investment ratio World Lifestyle Creation Co., Ltd. 100%
Major brands COCOSHNIK

(5) Style Force Co., Ltd.—Middle Lower No. 1 Business Company
Build on the Middle Lower No. 1 business to provide women's, men's, and children's wear selected from original products and items bought from independent brands, primarily targeting buildings connected to railway stations, fashion-specific buildings, and shopping centers.

Company name Style Force Co., Ltd.
Head office 6-8-1, Minatojima-Nakamachi, Chuo-ku, Kobe 650-8585, Japan
Representative Akira Nagamoto
Paid-in capital 30 million yen
Investment ratio World Co., Ltd. 100%
Major brands THE SHOP TK、OPAQUE.CLIP、HusHusH、OZOC、Bee ZIP、LA ROTONDA

(6) Arcus International Co., Ltd.—Middle Lower No. 2 Business Company
Build on the Middle Lower No. 2 business to provide women's, men's, and children's wear targeting young families, primarily for the shopping center channel.

Company name Arcus International Co., Ltd.
Head office 6-8-1, Minatojima-Nakamachi, Chuo-ku, Kobe 650-8585, Japan
Representative Seiichi Uchiyama
Paid-in capital 30 million yen
Investment ratio World Co., Ltd. 100%
Major brands SHOO・LA・RUE、grove、SOUP、ORBENE、pink adobe、Cutie Blonde

(7) World Amber Co., Ltd.—Wholesale Business Company
Build on the Wholesale business to engage in wholesale operations, primarily for specialty shops throughout Japan.

Company name World Amber Co., Ltd.
Head office 6-8-1, Minatojima-Nakamachi, Chuo-ku, Kobe 650-8585, Japan
Representative Tokuhito Iwakiri
Paid-in capital 5 million yen
Investment ratio World Co., Ltd. 100%
Major brands ville d'azur、bellus closet、Lui Chantant、Reidroc

(8) World Investment Network Co., Ltd.—Intermediate Holding Company for the Development and Structural Reform Business
Serve as the intermediate holding company for Intercube Co., Ltd., which will develop highly fashionable select brands, and Innovation Link Co., Ltd., which will develop family brands and casual clothing brands for shopping centers.

Company name World Investment Network Co., Ltd.
Head office 6-8-1, Minatojima-Nakamachi, Chuo-ku, Kobe 650-8585, Japan
Representative Yuichi Nakata、Keiichi Nakabayashi
Paid-in capital 5 million yen
Investment ratio World Co., Ltd. 100%

(9) Intercube Co., Ltd.—Select Business Company
Build on the Select business to provide highly fashionable select shop brands, primarily targeting standalone stores, fashion-specific buildings, and e-commerce channels.

Company name Intercube Co., Ltd.
Head office 6-8-1, Minatojima-Nakamachi, Chuo-ku, Kobe 650-8585, Japan
Representative Yuichi Nakata
Paid-in capital 5 million yen
Investment ratio World Investment Network Co., Ltd. 100%
Major brands anatelier、DRESSTERIOR、Aquagirl、Couture brooch、AG by aquagirl、LE TiROiR de DRESSTERIOR

(10) Innovation Link Co., Ltd.—SC and Store Business Company
Build on the SC and Store business to develop stores as well as family brands and casual wear brands for shopping centers.

Company name Innovation Link Co., Ltd.
Head office 6-8-1, Minatojima-Nakamachi, Chuo-ku, Kobe 650-8585, Japan
Representative Isaku Omine
Paid-in capital 5 million yen
Investment ratio World Investment Network Co., Ltd. 100%
Major brands FLAXUS、3can4on、PINK-latte、THE EMPORIUM、CorteLargo、Dessin

(11) World Space Solutions Co., Ltd.—Platform Business Company
Build on the Platform business to manufacture and sell furniture and fixtures, offer consulting on purchasing, design interiors, and produce visual materials by fully applying expertise gained through the World Group's apparel businesses.

Company name World Space Solutions Co., Ltd.
Head office 6-8-1, Minatojima-Nakamachi, Chuo-ku, Kobe 650-8585, Japan
Representative Takashi Urano
Paid-in capital 5 million yen
Investment ratio World Co., Ltd. 100%

(12) Preparatory Company for the Split Payroll Administration Business Co., Ltd.—Payroll Administration Company
Build on the salary administration of World Business Support Co., Ltd. to execute various clerical functions, including payroll calculation, and to also provide consulting services.

Company name Preparatory Company for the Split Payroll Administration Business Co., Ltd. (to be renamed in April)
  • Note: We will provide a company overview after details have been determined.

Overview of Successor Companies (Existing Companies)

(13) ITS'DEMO Co., Ltd.
Operate accessory stores for women, centered on "ITS'DEMO" fashion stores that offer an assortment of apparel, fashion accessories, and lifestyle accessories.

Company name ITS'DEMO Co., Ltd.
(To be renamed Fashion Cross Co., Ltd. as of April 1)
Head office WORLD Kita-Aoyama Bldg. 3-5-10, Kita-Aoyama, Minato-ku, Tokyo 107-8526, Japan
Representative Tomohiko Hayashi
Paid-in capital 5 million yen
Investment ratio World Lifestyle Creation Co., Ltd. 100%
Major brands ITS'DEMO、Flower Jelly、CocoPress、frivole、passage mignon、HANSEL&GRETEL、LOCATION

(14) World Store Partners Co., Ltd.
Responsible for sales and customer service operations at World Group's directly managed stores for women's, men's, and children's wear, as well as fashion accessories. Will also be involved in store development, store management support, and event organizing.

Company name World Store Partners Co., Ltd.
Head office WORLD Kita-Aoyama Bldg. 3-5-10, Kita-Aoyama, Minato-ku, Tokyo 107-8526, Japan
Representative Yuichi Nakata
Paid-in capital 30 million yen
Investment ratio World Co., Ltd. 100%
Major brands NEXT DOOR

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