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We, IR Japan, are a consulting firm
that provides services with high additional value based on voting power,
for the development of the capital market.
“Power of Equity” is a registered trademark of IR Japan.Financial Results For the First Half of the Fiscal Year Ending March 31, 2022 (April 1, 2021–September 30, 2021) October 29, 2021 IR Japan Holdings, Ltd. (6035)
This presentation is made by IR Japan Holdings, Ltd. (hereinafter, “the Company”) solely for the
disclosure of the financial statements, and not published for the purpose of soliciting sales or purchases
of securities in Japan, the United States, nor any other regions.
In addition, the Company makes no representation or guarantee of the integrity and accuracy of the
presentation which is based on the assumption of integrity and accuracy of information from third
parties. Information on this presentation may be amended or deleted without prior notice. Use of the
presentation and its contents by any third party without the Company’s prior written consent is strictly
forbidden.
Statements in this presentation about future financial results are forward-looking. These statements are
based on the assumptions and beliefs of the Company’s management in light of the information currently
available. Therefore, the statements are subject to change due to the influence of various risks and
uncertainties. Actual financial results may differ greatly from the forecasts which are explicitly and
implicitly expressed in these statements. Accordingly, the Company advises against relying on these
forward-looking statements. The Company assumes no obligation to revise the forward-looking
statements contained herein, whether as a result of new information, future events or other discoveries.
31. Financial Results for the First Half of
the Fiscal Year Ending March 31, 2022
4First Half of Fiscal 2021: Financial Highlights
While sales reached record highs for the period, profits at each stage fell below
the previous year's level due to aggressive investment in human resources and an
increase in SG&A expenses.
1H FY2021 1H FY2020
（Apr. 2021―Sep. 2021） （Apr. 2020―Sep. 2020）
Amount YoY change YoY change Amount
（Millions of yen） （Millions of yen） （%） （Millions of yen）
Net sales 4,230 127 3.1 4,102
Operating profit 1,779 -255 -12.6 2,035
Ordinary profit 1,775 -255 -12.6 2,030
Profit
attributable to 1,233 -147 -10.7 1,380
owners of parent
(Reference)
EBITDA* 1,894 -249 -11.6 2,144
*EBITDA: Ordinary profit＋Interest paid＋Depreciation
5First Half of Fiscal 2021: Cost Breakdown
SG&A expenses increased due to aggressive investment in human
resources and systems related to the transfer agency business.
(Millions of yen)
Breakdown Item 1H FY2021 1H FY2020 Change
（Apr.2021―Sep. 2021） （Apr.2020―Sep. 2020）
Variable costs
Outsourcing 231 315 -83
(Costs of sales)
Fixed costs
Personnel 1,229 983 246
(SG&A)
Depreciation 118 112 5
Rent 201 189 11
Other (including database) 668 465 203
Total COST＋SG&A 2,450 2,066 383
6First Half of Fiscal 2021: Main Financial Points
Sales reached a record high based on expanded demand for normal equity
consulting projects (contracts for less than ¥50 million) and contracted large-scale
PA (proxy advisory) and FA (financial advisory) projects, such as those related to
contests for corporate control.
Revenue growth remained low in the second quarter due to COVID-related factors
such as lower activist activity and the lessened adversarial voting behavior of
institutional shareholders, as well as delays in the full completion of some large-
scale projects such as asset sales.
Profits were lower than the same period of the previous fiscal year due to an
increase in SG&A expenses resulting from aggressive investments in human
resources and systems related to the transfer agency business.
Large-scale projects scheduled to be completed by the end of the fiscal year are
progressing steadily. Large-scale projects such as those related to asset sales are
also progressing on schedule and we expect to see them fully completed in the
second half. In addition to large-scale projects already contracted, the number of
large-scale projects expected to be contracted are growing steadily. The total
amount of large-scale projects, including large-scale projects expected to be
contracted, is currently significantly higher than that of such contracts completed by
the end of the previous fiscal year.
7First Half of Fiscal 2021:
Status of Large-Scale Projects and Normal Projects
Large-scale projects (Projects with sales of \50 million or more)
Normal projects
Large-scale projects already contracted
¥4.10 billion ¥4.23 billion We are seeing continued growth in the PA/FA business centered
around contests for corporate control related hostile TOB and
comprehensive PA/FA related to corporate and business
restructurings.
1.69 1.69 On the other hand, PA/FA activist response related business
dropped marginally year on year. Also, completion of some
large-scale projects related to asset sales were delayed
contributing to the slight drop compared to the previous year.
Normal projects
In addition to orders for our conventional SR advisory service
encompassing shareholder identification surveys and the stable
2.40 2.53 securing of proxy votes, we saw orders increase for our unique
and sophisticated equity consulting services among which
include helping firms increase corporate value in their response
to the TSE market re-classification, B/S management, strategic
reviews, mock white paper formulation etc.
1H FY2020 1H FY2021
(Actual) (Actual)
8Number and Sales Amounts of Large-Scale Projects
Already Contracted (>¥50 million) (Forecast)
Large-scale projects already contracted and scheduled for completion by
the end of the fiscal year are moving forward steadily.
(Millions of yen)
First Half Second Half Total
Cases Amount Cases Amount Cases Amount
FY2021
(as of October 29, 2021)
13 1,692 9 1,509 22 3,201
FY2020
（actual)
13 1,694 12 1,751 25 3,446
Change ー -2 -3 -242 -3 -244
Sales for large-scale projects already contracted (>¥50 million) by type
(1H actual) (Millions of yen)
Project type 1H FY2021 1H FY2020 Change
PA/FA for contest for corporate control 948 826 121
PA/FA for activist response 381 610 -228
Corporate FA (MBO, etc.) 310 200 110
Large-scale SR/PA 52 58 -5
Total 1,692 1,694 -2
9Number and Sales Amounts of Large-Scale Projects
Expected to be Contracted (>¥50 million) (Forecast)
Number and sales amounts of large-scale projects expected to be
contracted (>¥50 million)
(Millions of yen) (Millions of yen)
FY2021
Second Half Project type
(as of October 29, 2021)
PA/FA for contest for corporate control 900
Cases Amount
PA/FA for activist response 260
FY2021
（as of October 29, 2021）
6 1,580 Corporate FA (MBO, etc.) 420
Large-scale SR/PA ー
Total 1,580
Type and sales amounts of large-scale projects, including projects
expected to be contracted (>¥50 million) (forecast)
(Millions of yen)
FY2021 FY2020
Project type Change
Total (as of October 29, 2021) Total (Actual)
PA/FA for contest for corporate control 2,523 1,302 1,220
PA/FA for activist response 1,015 1,543 -527
Corporate FA (MBO, etc.) 1,060 485 575
Large-scale SR/PA 182 114 67
Total 4,781 3,446 1,335
10Pipeline of Large-Scale Projects*
Pipeline of large-scale projects expected to be contracted
Type of project Clients Type of contract Content
Contest for corporate control Listed company (Market cap > ¥1 trillion) FA・PA TOB
Asset sales Unlisted company FA Asset sales
Contest for corporate control Listed company (Market cap > ¥500 billion) FA・PA TOB
Activist response Listed company (Market cap < ¥50 billion) FA・PA Business reorganization, TOB
Business strategy,
Activist response Listed company (Market cap > ¥1 trillion) FA・PA
business reorganization
Business strategy,
Activist response Listed company (Market cap > ¥1 trillion) FA・PA
business reorganization
*The above large-scale projects are scheduled to be booked in fiscal 2021.
11Pipeline of Large-Scale Projects*
Pipeline of Large-Scale Projects
Type of project Clients Type of contract Content
Contest for corporate control Listed company (Market cap > ¥500 billion) FA・PA Business reorganization
Activist response Listed company (Market cap > ¥1 trillion) FA・PA Business reorganization, TOB
Activist response Listed company (Market cap < ¥50 billion) FA・PA Business reorganization, TOB
MBO Listed company (Market cap > ¥100 billion) FA MBO
Business reorganization Listed company (Market cap > ¥100 billion) FA Business reorganization, TOB
Contest for corporate control Listed company (Market cap < ¥50 billion) FA・PA Business reorganization, TOB
Business reorganization Listed company (Market cap > ¥100 billion) FA・PA Business reorganization, M&A
Equity consulting Listed company (Market cap > ¥1 trillion) FA・PA Business strategy, capital policy
Equity consulting Listed company (Market cap > ¥500 billion) FA・PA Business strategy, capital policy
Equity consulting Listed company (Market cap > ¥50 billion) FA・PA Business strategy, capital policy
Equity consulting Listed company (Market cap < ¥50 billion) FA・PA Business strategy, capital policy
Equity consulting Listed company (Market cap > ¥100 billion) FA・PA Business strategy, capital policy
*The above large-scale projects are scheduled to be booked in fiscal 2021.
12Progress Towards Financial Forecast
¥12.0 billion
Pipeline of new normal/large-
2.19 scale projects*
Large-scale projects (2H)
Normal projects (2H) Large-scale projects expected
¥8.28 billion 1.58 to be contracted*
Large-scale projects (1H)
2H
Normal projects (1H) Large-scale projects already
1.75
17.5 15.1
1.51 contracted (2H)*
2H
¥4.18 billion
24.4
2.44 25
2.50 Normal projects forecast (2H)*
16.9
1.69 16.9
1.69
1H 1H
* Statements regarding the forecasts for
¥4.10 billion ¥4.23 billion the second half are based on currently
available information and certain
24
2.40 25.3
2.53 assumptions that we deem reasonable.
Actual results may vary significantly due
to various factors.
FY2020 FY2021
（Actual） （Forecast）
13Increase in Hostile Takeover Bids in Japan
In Japan, hostile takeover bids by listed companies (strategic buyers) are
increasing. Hostile takeover bids and the capture of management control
are becoming important M&A tools.
Trends in Hostile TOBs in Japan 9
６
5
2
1
2017 2018 2019 2020 2021
*As of October 31, 2021
14Global Comparison: Number of Companies
Listed on Japan’s Stock Exchange
Japan’s markets have the second largest number of listed companies
trailing behind the United States, so there is a lot of room for further
reorganizations.
SSE TMX
Shanghai
LSE Toronto
London
Stock Exchange
1,903 JPX Stock Exchange
Stock Exchange
Japan 3,028
1,303
Exchange Group
3,772
HKEX NYSE+NASDAQ
Hong Kong
Stock Exchange
United States
2,438 SGX
Singapore Stock Exchanges
5,239
Stock Exchange
577
ASX
Australian
Stock Exchange
1,817
*Source: IR Japan calculations based on Capital IQ（Data as of 9/30/21）
15Global Comparison: Average Market Capitalization
of Japanese Companies
However, the average market capitalization of Japanese companies is small.
LSE
SSE
Shanghai TMX
London Stock Exchange Toronto
Stock Exchange
¥296.2 billion ¥361.5 billion JPX Stock Exchange
¥90.2 billion
Japan
Exchange Group
¥201.5 billion
HKEX
Hong Kong
Stock Exchange SGX NYSE+NASDAQ
¥300.7 billion Singapore
Stock Exchange
¥78 billion United States
Stock Exchanges
ASX
¥1,105.7 billion
Australian
Stock Exchange
¥105.1 billion
*Source: IR Japan calculations based on Capital IQ（Data as of 9/30/21）
16Global Comparison: Number of Japanese Listed
Companies by Sector
The number of Japanese listed companies in each sector is high.
Japan
1268
US
1141 UK
Australia
997 Hong Kong
Singapore
771
679
643
603
574
297 280
253 254
215 225
176 169 187 190 178
166 164 167
111 110 110
82 67 81
45 31 33
24 20
Industrials Consumer Information Financials Health Care Materials Communication Consumer Staples Energy Real Estate Utilities
Discretionary Technology Services
*Source: IR Japan calculations based on Capital IQ（Data as of 9/30/21）
17Changes in the Environment Surrounding
Listed Companies
In the era of major restructuring, the contest for corporate control has become as an important
means of corporate growth strategy.
The TSE’s reclassification of its market segments and the revision of the Corporate Governance
Code require capital policies, business restructuring and M&A, shareholder returns, and top
management thinking regarding ESG that sincerely address shareholders.
TSE
Large Hostile TOBs reorganization
Tradable market
shareholders/ Hostile proxy fights
Listed capitalization
CGC
Activists
companies revision
Corporate Governance/
Capital policy Sustainability
restructuring
Business strategy/M&A
Business
restructuring Shareholder return
ESG Voting rights
Governance structure
Strategic Institutional
Hostile TOBs ESG
buyers Hostile proxy fights shareholders
18The Emergence of Corporate Restructuring in Japan
As strategic buyers become increasingly aware of the arrival of the era
of major restructuring, we are seeing more concrete action to acquire
companies.
The Trend in Corporate Reorganization
Nippon Steel’s TOB against Tokyo Rope MFG
Starwood Capital Japan’s TOB against Invesco Office J-REIT
NITORI’s TOB against Shimachu
SBI Holdings’ takeover bid for Shinsei Bank
Integration of Kansai Supermarket and H2O Group
19The One and Only PA/FA Abilities in the Era of
Major Restructuring—Expanding Our Presence
Securing MoM (Majority of Minority) is an absolute necessity for business
re-organizations and corporate defenses (defense policies)
City Banks and
都銀・地銀
Regional Banks IR Japan’s advantage: incomparable data
Life
Insurance 3%
生命保険
Corporations
Coverage of the average acquisition
3%
price of all Japanese listed company’s
Corporations Foreign shares by shareholders
事業法人 外国人
Shareholders TOB Acceptance of takeover bids: data by
21% 32%
＆ investor type (including both passive
Individual and active investors)
個人
Shareholders
Trust
信託銀行Banks Securing Overwhelming record and accumulated
18%
23% Proxy Votes know how in TOBs and proxy fights
True Investors Our abilities related to M&A transactions in
contests for corporate control
Shareholder Structure of JOIB is our specialized investment
Corporate Japan
(as of March 2021)
banking subsidiary with M&A related
functions
20The Impact of the TSE Segment Reclassification
Institutional investors investment in Japanese equities
by market segment
2022―
¥1.2 trillion Approx. 2,100 Approx. 1,500
¥1.8 trillion
Mothers JASDAQ companies companies
(overseas shares) 0.4% Others ¥334 trillion
0.5% 4.2% TSE Prime Market
¥0.5 trillion First Section
TSE
Second
Section TSE
0.1%
Second Section Acquisition Targets
Approx. 600 companies
Standard Market
TSE First Section JASDAQ
94.8%
¥334.3 trillion Growth Market
Mothers
Capital will not be invested, and market
capitalization will stagnate.
Institutional Investors: 46.4％
*Source: Calculated by IR Japan based on publicly available data
21Recent Trends in Global Activism
Percentage of major index constituent companies held by activists
100.0%
The percentage of major index constituent companies with confirmed activist holdings as of September 30, 2021
90.0%
80.0%
70.0%
60.0%
50.0%
93.3%
40.0%
30.0% 63.4%
55.6%
20.0%
24.2% 21.7%
10.0% 20.5%
16.2% 15.8%
0.0%
Dow S&P 500 Nikkei NASDAQ TOPIX London Stock Deutsche Börse Australian
30 Co. 500 Co. 225 Co. 3,525 Co. 2,183 Co. Exchange AG Securities
1120 Co. 509 Co. Exchange
2,002 Co.
Note: Data related to activist holdings was collated from Activist Insight. Data regarding only Nikkei and TOPIX was sourced from publicly available information or from the
results of IR Japan’s in-house shareholder identification surveys. The number of listed companies was collated from the World Federation of Exchanges database,
and from the database of the Tokyo Stock Exchange. London Stock Exchange figures exclude AIM-listed companies.
22Stock Transfer Agency Business
Entrustments with 73 companies have been completed, and the number of
shareholders under administration reached 403,446 as of September 30, 2021.
We continue to provide stock transfer agency services that meet the needs of the
times by developing innovative services that are different from those of
conventional transfer agency firms.
Number of Entrustments
Number of entrusted companies Number of shareholders under administration
受託決定済み企業数（社） 管理株主数（人）
80 80 80 73
80 75 75 72 72 72 73
354,784 361,586 346,733
60 359,285 359,309 376,168
385,436 403,446
390,152
396,206
40
20
0
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q
FY2019
2020年3月期 2021年3月期
FY2020 2022年3月期
FY2021
23Stock Transfer Agency Business
On August 20, 2021, the Company entered into a business alliance agreement with
SMBC Trust Bank Ltd. regarding the transfer agency business. SMBC Trust Bank
plans to enter the transfer agency business from late December 2021, subject to the
approval of the relevant authorities. We will be entrusted with the administration of
the stock transfer agency business entrusted by SMBC Trust Bank.
The Business Alliance with SMBC Trust Bank
SMBC Trust Bank
Stock Transfer
Agency Services Administrative
A Entrusted Services Entrusted
Virtual-Only Shareholder Meetings
• At the Annual General Meeting of Shareholders held in June 2021, we became the first
Japanese company at which shareholders approved a proposal to change the Articles of
Incorporation to permit virtual-only general meeting of shareholders.
• In order to actively promote stock transfer agency services that meet the needs of the
times, we have taken the initiative in making all possible preparations for the dawn of the
new electronic shareholder meeting.
242. Financial Forecast and Shareholder Return
25Financial Forecast for Fiscal 2021 (As of May 10, 2021)
We expect we will continue to expand the number of contracts for our high-
level advanced equity consulting services. At the same time, we strive to
increase the number of contracts for large-scale projects and have contracts
for the execution of FA related business at JOIB, our specialized investment
banking subsidiary.
Sales of JOIB are expected to be around ¥2 billion in fiscal 2021.
FY2021 forecast FY2020 results
Amount YoY change YoY change Amount YoY change
(Millions of yen) (Millions of yen) (%) (Millions of yen) (%)
Net sales 12,000 3,715 44.8 8,284 7.8
Operating profit 6,000 1,919 47.0 4,080 12.5
Ordinary profit 5,990 1,919 47.1 4,070 12.7
Profit
attributable to 4,050 1,247 44.5 2,802 14.6
owners of parent
26Shareholder Return
It has been resolved that the interim dividend for fiscal 2021 will be 45
yen per share (up 10 yen from the previous fiscal year). The year-end
dividend is currently expected to be 68 yen per share (up 18 yen from the
previous year). The annual dividend, including the interim dividend, will
be 113 yen per share (a 28-yen increase), and the dividend is scheduled
to increase for the seventh consecutive term.
We intend to flexibly and appropriately buy back shares in our firm
giving consideration to the share price.
Dividend per share Interim Year-end Full year Payout ratio
FY2021 forecast ¥45 ¥68 ¥113 49.6％
FY2020 results ¥35 ¥50 ¥85 53.9%
273. Supplementary Information
28Field of Power of Equity and Market Size
IR SR M&A
(Investor Relations) (Shareholders Relations) (Mergers and Acquisitions)
Investor Response Shareholder Response Corporate Acquisition
IR market in the wide sense: SR market in the wide sense: M&A market: ¥600 billion
¥45 billion ¥100 billion
◆Institutional disclosure ◆Transfer agency ◆M&A commission
• FIEA-related business ◆Shareholder meeting-related support
◆Voluntary disclosure ・ Prior voting result-simulation Main Players
• Shareholder communication, disclosure Nomura Securities/Mizuho FG/Goldman Sachs/
・ Action plan to pass shareholder meeting proposals
magazine, English IR materials, etc. Daiwa Securities/JP Morgan/MUMSS/
・ Proxy voting result analysis Mitsui Sumitomo FG/GCA/Japan M&A Center/
◆Total IR support
• Information session, conference, meeting, etc. ◆Shareholder identification consulting M&A Capital/Strike
・ Shareholder identification surveys
Main Players Main Players Data Source:
Pronexus/Takara Printing/ Mitsubishi UFJ Trust/
Legal Sector
M&A market scale is calculated based on the
Nomura IR/Daiwa IR/Nikko IR/ Mitsui Sumitomo Trust/ assumption that the commission rate is 2% of
Legal Services
2018 Japanese corporate-related M&A cost
Japan IR and Investor Support/ Mizuho Trust (approx. ¥30 trillion) from the MARR statistics.
Japan Shareholder Services
LA market: ¥200 billion
Equity Consulting Market ◆Business law (Companies Act, FIEA, etc.)
support
Total about ¥1 trillion ◆Corporate governance
Main Players
Anderson Mori & Tomotsune Law Firm/
Data Source:
Nagashima Ohno & Tsunematsu Law Firm/
TA’s numbers are calculated based on most recent commission income and gross business profit. IR and Nishimura & Asahi Law Firm/
securities certificate printing companies’ data are calculated based on their most recent sales. Mori Hamada & Matsumoto Law Firm/
Data Source:
TMI Associates
Calculated based on Japan IR Association’s IR activity research “Average annual cost of IR activity” and recent
sales of securities certificate printing and IR companies. The main players’ sales are taken from each
company’s most recent financial statements.
29The Group’s Long-Term Goals
The Current SR (“Shareholder Relations”) Market (the broad market measure which includes TA (“Transfer Agency”)
TA Market
SR Market The Group’s current market share: ¥3 billion
(share breakdown: 60% of SR Market narrow measure + TA Market)
narrow measure
(¥95 billion)*
(¥5 billion)
The current diffusion of the narrowly measured SR
market is 20% of that of the forecast
Prospective Broad Measure SR Market (including TA)
SR Market
The Group’s goal for the SR Market: ¥50 billion
TA Market (share breakdown: 90% of SR Market narrow measure + 30% of TA Market)
narrow measure
(¥95 billion)* (¥25 billion) The Group’s goal for the LA (“Legal Advisor”) Market and M&A Market:
¥40 billion
+
*Calculated by IR Japan based on sales amount of
the main players (share breakdown: LA/M&A Market each account for a 5% share)
LA Market M&A Market
¥200 billion ¥600 billion
Long-term aim of the Group: ¥90 billion of total sales
30Total Shareholder Return (TSR)
Period March 31, 2021 Oct 28, 2021
1 year 479.50% 389.43%
3 years 2151.52％ 1747.35%
5 years 3253.16％ 2642.04%
From listing (March 17, 2011) 9994.00％ 8116.59%
* TSR: Calculated as capital gain + income gain assuming the income gain is reinvested and the value of the reinvested
dividend is taken into account.
31(Reference)
First Half of Fiscal 2021: Sales by Business Segment
1H FY2021 1H FY2020
(Apr. 2021―Sep. 2021） (Apr. 2020―Sep. 2020)
Amount Percent of total YoY change Amount
(Millions of yen) (％) (％) (Millions of yen)
IR・SR Consulting 3,904 92.3 3.0 3,791
Disclosure
Consulting 245 5.8 8.3 226
Database/Other 80 1.9 -4.6 84
32We, IR Japan, are a consulting firm
that provides services with high additional value based on voting power,
for the development of the capital market.
“Power of Equity” is a registered trademark of IR Japan.You can also read
