Who Owned/Owns/Will Own Nova?

October 4, 2007
By Ken Worsley


Another part of the ongoing saga with Japan’s largest English language school operator:

This information was included in September 25th’s JASDAQ filings:

Company Name: Nova Corp.
Ticker Code: 4655 JP
Report obligation incurred: Sept. 14
Shareholder: *Nozomu Saruhashi
Shares Owned: 48,323,600
Percentage of Outstanding Shares: 71.59%
Previous Percentage Owned: 71.59%

Comments

12 Responses to “Who Owned/Owns/Will Own Nova?”

  1. On behalf of the Lay on October 4th, 2007 5:58 pm

    Is this a rhetorical question? Are you suggesting or, more clearly, is this suggesting that Saruhashi sold his entire stake in Nova Corp.? Could you explain this to they lay?

  2. Ken Worsley on October 4th, 2007 6:22 pm

    is this suggesting that Saruhashi sold his entire stake in Nova Corp.?

    He bought it back that day. He must have sold it before. Perhaps to Roots, they had been buying up Nova shares and held about 32% at one point.

  3. On behalf of the Lay on October 4th, 2007 7:03 pm

    Wow. Thanks. Who would buy Nova, particularly in its current shape, and what would their intentions be? Massive restructuring; an exportable model, even if the infastructure is essentialy crumbling? Who would want to deal with all the debt, the current and, no doubt, future lawsuits, resurrecting the brand name? Who would buy Nova and then decleare bankruptcy? I guess tomorrow’s statement may answer a few questions. Any Ideas?

  4. Ken Worsley on October 4th, 2007 7:22 pm

    Roots Co. is the ‘management consultancy’ that has been talked about here and there by the media but never named for some reason. I don’t think they were buying it as an investment at all, more of an agreed upon transaction that allowed them to manage Nova’s shares. At some point it went wrong and 8 million shares went missing.

    Anyone buying more than 5% of the company would have had to report the purchase. There has been no such announcement that I know of yet.

    Bankruptcy and delisting are not the same thing…

  5. Jeremy on October 4th, 2007 7:54 pm

    If he sold at 40 yen then he didn’t make out too badly
    1,932,944,000 yen (16.663 million U.S dollars) Although
    I don’t know the exchange rate or share price on that day though.
    Did he sell them to himself.

  6. Ken Worsley on October 5th, 2007 1:52 am

    Yeah jeremey, that’s what’s odd. He owned 71.59% and bought 71.59%. That’s a really big company!

  7. Adamu on October 5th, 2007 12:42 pm

    There’s an explanation for this strange report:

    It’s based on a significant shareholdings report submitted to the Kinki Finance Bureau.

    Saruhashi and Nova jointly submitted the report to note that they had put up a signifigant amount
    of their shares up as collateral for a loan provided from some shady-sounding investment companies (”Forest Investment Ltd)

    The shares did not actually change hands and Nova/Saruhashi have always had a controlling stake

    These reports (which can be found in Japanese on EDINET) are definitely important to see who is taking stakes in the company, but any company who actually wants to buy Nova will have to make a public bid I believe

    If they are delisted (which could happen if their price falls too low for an extended period) then the company will lose a major source of credit and fund generating ability.

    But of course the real killer of Nova was the government’s suspension of its business.

    I wonder if what Nova was doing was really worth this kind of treatment which is resulting in a lot fo pain for everyone involved, not just the unscrupulous businesspeople. METI got some headlines as some kind of warrior out to protect consumers but this makes Japan look like a really dangerous place to do business.

  8. Adamu on October 5th, 2007 1:17 pm

    Roots apparently reported this transaction but has not said why they borrowed the shres.

    It looks like they used NOVA’s desperate need for cash to get some cheap bleak looking stocks to play with

    http://www.yomiuri.co.jp/atmoney/mnews/20070920mh04.htm

    NOVA 800万  コンサル会社保有
     英会話学 最大手、NOVAの 式の11・85%(800万 )を、経営コンサルタント会社のルーツ(東京)が8月10日時点で、借り として保有していたことが19日、ルーツが関東財務局に提出した大量保有 告書でわかった。

     NOVAは今月11日、同社の猿橋望社長らがルーツに けたNOVA のうち「800万 が返却されていない」と発表している。現在の保有状況は不明 が、8月10日時点で、ルーツがNOVA 800万 を借りていたことは裏付けられた。

     ルーツは、 を取得した詳しい経緯などを明らかにしていない。NOVA側も「ルーツからの接触はなく、詳細は不明」と説明している。

    (2007年9月20日 読売新聞)

  9. Ken Worsley on October 5th, 2007 11:20 pm

    I wonder if what Nova was doing was really worth this kind of treatment which is resulting in a lot fo pain for everyone involved, not just the unscrupulous businesspeople. METI got some headlines as some kind of warrior out to protect consumers but this makes Japan look like a really dangerous place to do business.

    When the bad guys do bad things, do you think the cops should let them get away lest people think crime actually happens in Japan?

  10. Jeremy on October 6th, 2007 12:18 am

    I told ya so! If the loan is significant enough the company
    might make it to the end of December somehow, although I wouldn’t
    count on it.

  11. Adamu on October 6th, 2007 1:55 am

    At the heart of it, it just bugs me that it is totally at METI’s discretion when and how to enforce the law, and then to substantially control the reporting on their handling of matters.

    Not that I have a better solution, but it just seems inappropriate that they had to completely kill the business and not just make it stop the wrongdoing.

    A report from FACTA notes that the consumer affairs center had been requesting METI to do something about NOVA for years (6,000 complaints in the past 5 years) but the ministry had been caving to political pressure from Saruhashi’s buddies in the LDP. They hint that METI came down so hard now so that no one could accuse them of looking like they were soft on the problem when it became too much to ignore.

    It’s a big what if, but had METI acted sooner and more prudently I bet there’d be a lot fewer homeless eikaiwa teachers today.

  12. Ken Worsley on October 7th, 2007 12:52 pm

    Adamu, I agree with you that METI has dealt with this issue (or any other problems with consumer rights) very well, but blame for homeless eikaiwa teachers lies 100% with Nova’s management.

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