株式会社アイチコーポレーションの株主、投資家およびその他の市場参加者の皆様へ
アセット・バリュー・インベスターズ・リミテッド（AVI）はこのほど、東京証券取引所プライム市場に上場する株式会社豊田自動織機（豊田自動織機）とその連結子会社である株式会社アイチコーポレーション（アイチまたは同社）の取締役会に対して、親子上場の解消を求める公開キャンペーンを開始しました。公開キャンペーンの目的はアイチの長年にわたる企業価値評価の低迷や脆弱なコーポレートガバナンスの改善を促すことにあります。
AVI は2019年よりアイチに対して投資を行っています。現在AVIは、同社の発行済株式総数の1.7%を保有しており、抜本的な経営改革を促すべく同社取締役会に対しプレゼンテーション資料や書簡を送付するなどプライベートな形でエンゲージメントを行ってきました。また、AVIは現在、親会社である豊田自動織機の発行済株式総数の0.1%を保有する株主です。
AVIは、アイチだけではなく豊田自動織機に対しても株主としてエンゲージメントを行っています。アイチの企業価値向上は豊田自動織機の株主にとっても望ましいとの考えからAVIは豊田自動織機の取締役会にも書簡を送付し経営陣との面談も重ねてきました。アイチの長年にわたる企業価値評価の低迷に関しては、親会社の豊田自動織機も謗りを免れないと思われます。支配株主である豊田自動織機から見ればアイチは経営においてノンコア事業であり（豊田自動織機全体の売上の2％）、経営注目度も高くありません。その結果、豊田自動織機はアイチに対して付加価値を伴った経営支援を行えず、これまで目に見えるシナジーを生み出すことができませんでした。
魅力的なビジネスモデルであり世界市場において将来成長が見込める高所作業車業界において、アイチは最も高い利益率を誇る企業の一社です。次の10年でアイチが競争力を加速させ世界でもトップクラスの高所作業車メーカーとなれるよう、AVIは株主としてサポートする所存です。
しかしながら、現状を分析するとアイチの企業価値評価は、グローバルの同業他社に対して後れを取っています。例えば、アイチのEV/EBITはわずか4.9倍ですが、グローバルの同業他社は9.0倍であり、こうした価値評価の低迷の原因を早急に解決しなければなりません。
AVIは、アイチの株価が低迷する要因について下記の通り分析しています。
こうした課題に対して、これまでのアイチの対応は不十分だったと言わざるを得ません。そこでAVIは、豊田自動織機がアイチの発行済株式総数の54%を握る現状の親子上場構造下では、必要な経営改革が進まないと確信するに至りました。
実際、親子上場は日本企業のこれまでのガバナンス不全の原因の一つとされており、支配株主が従属子会社の事業成長を適切に支援できなかったり、最悪のケースは、親会社と子会社の間で深刻な利益相反が生じたりしています。そこでAVIは、アイチの取締役会に対して、豊田自動織機の支援を受けつつ下記の選択肢の何れかを通じて親子上場関係を解消することを要請します。
アイチの長年にわたるバリュエーションの低迷に照らし現在の親子上場こそが、必要な改革を阻止し長期的に持続可能な成長を実現することを構造的に阻んでいるとの結論にAVIは至りました。トヨタ自動車や豊田自動織機をはじめとする持ち合い構造を解消する最近の動きに鑑みると親子上場を解消することはまさに時宜を得たものと言えます。
これまで私たちは、アイチと豊田自動織機の両社の株主として過去５年間、両社の経営陣と建設的に議論を重ねてきました。アイチが豊田自動織機に対する預け金を2024年３月に廃止したことは喜ばしいことですが、同社の変革はそのスピード、規模感ともに私たちの期待からはかけ離れたものでした。今般私たちの懸念を公開することによって、親子上場構造に付随する問題点が明るみにさらされることになり日本企業全体のコーポレートガバナンス改善に繋がるものと信じています。
2024年5月8日
アセット・バリュー・インベスターズ
最高経営責任者 兼 最高投資責任者
ジョー・バウエルンフロイント
The content of this website is issued by Asset Value Investors Limited (“AVI”), 2 Cavendish Square, London W1G 0PU. AVI is authorised and regulated by the Financial Conduct Authority of the United Kingdom (the “FCA”) and is a registered investment adviser with the Securities and Exchange Commission of the United States. While the Investment Manager is registered with the SEC as an investment adviser, it does not comply with the Advisers Act with regard to its non-U.S. clients.
To the extent that material on this website is issued in the UK, it is issued for the purposes of the Financial Services and Markets Act 2000
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The information on this website is provided to you for informational purposes only and should not be regarded as an offer or solicitation of an offer to buy or sell any investments or related services that may be referenced on this website. The information on this website is subject to change without notice.
It is your responsibility to observe all applicable laws and regulations of any relevant jurisdiction.
This website is primarily intended for United Kingdom (“UK”) residents. It is not intended for distribution to, or use by, any U.S. persons or persons in any other country where such distribution, publication or use would be contrary to local law or regulation or in which AVI does not hold any necessary licence or registration. Individuals or entities in respect of whom such prohibitions apply, must not access or use the AVI website.
No Tax or Legal Advice
Nothing on this website constitutes investment, legal, tax or other advice nor should it be relied upon in making an investment decision.
Money Laundering
As a result of money laundering regulations, additional documentation for identification purposes may be required when you make your investment. Full details are contained in the relevant subscription documents.
Investment Decisions
As with all financial or investment matters, you should exercise great care in using the information provided on this website or available through links from this website. You should research the facts, opinions and strategies mentioned in this website before making any financial investment decisions. If you are unsure about the meaning of any information provided please consult your financial adviser or other professional adviser.
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Whilst all reasonable care has been taken in the preparation of this website, AVI cannot guarantee the accuracy or completeness of such information, either expressly or implied.
Neither AVI, any of its directors, officers or employees, nor any third party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this site, or resulting from the act or omission of any other party involved in making this site or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the site or these materials, whether or not the circumstances giving rise to such cause may have been within the control of AVI, or of any vendor providing software or services support.
All information and content on this website is, subject to applicable statutes and regulations, furnished “as is”, without warranty of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose or non-infringement. We make no warranty as to the operation, functionality or availability of this website, that the website will be error-free or that defects will be corrected.
In no event shall AVI be liable to any indirect, incidental, special or consequential damages arising out of or in connection with the use of this website, the inability to use this site or any products or services obtained or stored in or from this website, whether based on contract, tort, strict liability or otherwise. These limitations also apply to any third party claims against users.
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Everything on this website is the valuable intellectual property of Asset Value Investors Limited, or their respective suppliers. We protect our intellectual property rights to the full extent of the law.
Copyright Policy
No permission is granted to copy, distribute, modify, post or frame any text, graphics, video, audio, software code, or user interface design or logos.
Hyperlinks
The existence of hyperlinks should not be construed as an endorsement, approval or verification by AVI of any content available on third party sites. By providing access to other websites, we are not recommending the purchase or sale of products or services provided by the website’s sponsoring organization. We do not review any of these third party sites. AVI reserves the right to require written consent for, or request the removal of, any links to our website.
AVI disclaims all responsibility and liability for the content on third party sites.
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For your protection, we require the use of encryption technologies for certain types of communications conducted through this website. While we provide those technologies and use other reasonable precautions to protect confidential information and provide suitable security, we do not guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions will be free from delay, interruption, interception or error. You acknowledge and agree that users of this website and users, owners, or managers of third party websites may not: (i) collect or store personal data about other users of this website or (ii) upload, e-mail or otherwise transmit any material that contains viruses or any other computer code, files or programs that might interrupt, limit or interfere with the functionality of any computer software, hardware, database or file, or communications equipment that is owned, leased or used by AVI.
Privacy Policy
We encourage you to read AVI’s Privacy Policy which can be obtained by clicking the Privacy Policy button found on the Homepage.
General Terms
Deliberate misuse of any element of this website including, without limitation, hacking, introduction of viruses or similar code, disruption or excessive use or any use in contravention of applicable law, is expressly prohibited and we reserve the right to terminate your access to the website, and at our discretion, pass information to the legal authorities.
We reserve the right at any time on giving notice to change or modify these terms and conditions or to impose new conditions in respect of this website or to change or discontinue any aspect or feature of this website. We shall be entitled to terminate your access to this website at any time on giving notice to you and in any event if you commit any breach of these terms and conditions. We shall have no liability to you for such termination. Notices may be served by any reasonable method including posting on this website.
You shall indemnify us from and against all actions, claims, proceedings, costs and damages (including any damages or compensation paid by us on the advice of its legal advisors to compromise or settle any claim) and all legal costs or expenses arising out of your use of this e webSite, any breach of any applicable law, statute, ordinace, regulation or third party rights and any breach by you of the software licenses and service agreements governing the software made available to you in connection with this website.
These terms and conditions shall be governed by and construed in accordance with the laws of England without regard to conflicts of law principles. Nothing in these Terms and Conditions will exclude or restrict any duty or liability we may have under applicable rules or regulations.
AVI Global Trust – General Risk Factors
AVI Global Trust plc is a public company listed and traded on the London Stock Exchange. Past performance should not be seen as an indication of future performance. The price of investments and the income from them may fall as well as rise and investors may not get back the full amount invested. The trust uses gearing techniques (leverage) which will exaggerate market movements both down and up which could mean sudden and large falls in market value. Please refer to the Key Features Document for further details effecting your investment.
Applications to invest in AVI Global Trust referred to on this website, must only be made on the basis of the current Key Features Document, or other applicable terms and conditions. Past performance should not be seen as an indication of future performance. Market and exchange rate movements may cause the value of a fund to rise or fall and an investor may not get back the amount invested.
As a result of money laundering regulations, additional documentation for identification purposes may be required when you make your investment. Details are contained in the relevant application documents.
If you are unsure about the meaning of any information provided please consult your financial adviser or other professional adviser.
By agreeing to these terms, you agree that we may contact you by post, fax, email, SMS messaging or by other forms of electronic media to inform you of our products and services that we believe you might be interested in.
The content of this website is issued by Asset Value Investors Limited (“AVI”), 2 Cavendish Square, London W1G 0PU.
AVI is authorised and regulated by the Financial Conduct Authority of the United Kingdom (the “FCA”) and is a registered investment adviser with the Securities and Exchange Commission of the United States. While the Investment Manager is registered with the SEC as an investment adviser, it does not comply with the Advisers Act with regard to its non-U.S. clients.
Intended Audience
The information on this website is provided to you for informational purposes only and should not be regarded as an offer or solicitation of an offer to buy or sell any investments or related services that may be referenced on this website.The information on this website is subject to change without notice.
This website is primarily intended for UK residents. It is not intended for distribution to, or use by, any U.S. persons or persons in any other country where such distribution or use would be contrary to local law or regulation.
It is your responsibility to observe all applicable laws and regulations of any relevant jurisdiction.
No Tax or Legal Advice
Nothing on this website constitutes investment, legal, tax or other advice nor should it be relied upon in making an investment decision.
Money Laundering
As a result of money laundering regulations, additional documentation for identification purposes may be required when you make your investment. Full details are contained in the relevant subscription documents.
Investment Decisions
As with all financial or investment matters, you should exercise great care in using the information provided on this website or available through links from this website. You should research the facts, opinions and strategies mentioned in this website before making any financial investment decisions. If you are unsure about the meaning of any information provided please consult your financial adviser or other professional adviser.
No Warranty; Limitation on Liability
Whilst all reasonable care has been taken in the preparation of this website, AVI cannot guarantee the accuracy or completeness of such information, either expressly or implied. Neither AVI, any of its directors, officers or employees, nor any third party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this site, or resulting from the act or omission of any other party involved in making this site or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the site or these materials, whether or not the circumstances giving rise to such cause may have been within the control of AVI, or of any vendor providing software or services support.
All information and content on this website is, subject to applicable statutes and regulations, furnished “as is”, without warranty of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose or non-infringement. We make no warranty as to the operation, functionality or availability of this website, that the website will be error-free or that defects will be corrected.
In no event shall AVI be liable to any indirect, incidental, special or consequential damages arising out of or in connection with the use of this website, the inability to use this site or any products or services obtained or stored in or from this website, whether based on contract, tort, strict liability or otherwise. These limitations also apply to any third party claims against users.
Intellectual Property
Everything on this website is the valuable intellectual property of Asset Value Investors Limited, or their respective suppliers. We protect our intellectual property rights to the full extent of the law.
Copyright Policy
No permission is granted to copy, distribute, modify, post or frame any text, graphics, video, audio, software code, or user interface design or logos.
Hyperlinks
The existence of hyperlinks should not be construed as an endorsement, approval or verification by AVI of any content available on third party sites. By providing access to other websites, we are not recommending the purchase or sale of products or services provided by the website’s sponsoring organization. We do not review any of these third party sites. AVI reserves the right to require written consent for, or request the removal of, any links to our website.
AVI disclaims all responsibility for the content of third party sites
Security
For your protection, we require the use of encryption technologies for certain types of communications conducted through this website. While we provide those technologies and use other reasonable precautions to protect confidential information and provide suitable security, we do not guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions will be free from delay, interruption, interception or error.
You acknowledge and agree that users of this website and users, owners, or managers of third party websites may not: (i) collect or store personal data about other users of this website or (ii) upload, e-mail or otherwise transmit any material that contains viruses or any other computer code, files or programs that might interrupt, limit or interfere with the functionality of any computer software, hardware, database or file, or communications equipment that is owned, leased or used by AVI.
Privacy Policy
We encourage you to read AVI’s Privacy Policy which can be obtained by clicking the Privacy Policy button found on the Homepage.
General Terms
Deliberate misuse of any element of this website including, without limitation, hacking, introduction of viruses or similar code, disruption or excessive use or any use in contravention of applicable law, is expressly prohibited and we reserve the right to terminate your access to the website, and at our discretion, pass information to the legal authorities.
We reserve the right at any time on giving notice to change or modify these terms and conditions or to impose new conditions in respect of this website or to change or discontinue any aspect or feature of this website. We shall be entitled to terminate your access to this website at any time on giving notice to you and in any event if you commit any breach of these terms and conditions. We shall have no liability to you for such termination. Notices may be served by any reasonable method including posting on this website.
You shall indemnify us from and against all actions, claims, proceedings, costs and damages (including any damages or compensation paid by us on the advice of its legal advisors to compromise or settle any claim) and all legal costs or expenses arising out of your use of thise website, any breach of any applicable law, statute, ordinace, regulation or third party rights and any breach by you of the software licenses and service agreements governing the software made available to you in connection with this website.
These terms and conditions shall be governed by and construed in accordance with the laws of England without regard to conflicts of law principles. Nothing in these Terms and Conditions will exclude or restrict any duty or liability we may have under applicable rules or regulations.
AVI Global Trust – General Risk Factors
AVI Global Trust plc is a public company listed and traded on the London Stock Exchange.
Past performance should not be seen as an indication of future performance. The price of investments and the income from them may fall as well as rise and investors may not get back the full amount invested. The trust uses gearing techniques (leverage) which will exaggerate market movements both down and up which could mean sudden and large falls in market value. Please refer to the Key Features Document for further details effecting affecting your investment.
Applications to invest in AV Global Trust referred to on this Site, must only be made on the basis of the current Key Features Document, or other applicable terms and conditions. Past performance should not be seen as an indication of future performance. Market and exchange rate movements may cause the value of a fund to rise or fall and an investor may not get back the amount invested.
As a result of money laundering regulations, additional documentation for identification purposes may be required when you make your investment. Details are contained in the relevant application documents. If you are unsure about the meaning of any information provided please consult your financial adviser or other professional adviser.
By agreeing to these terms, you agree that we may contact you by post, fax, email, SMS messaging or by other forms of electronic media to inform you of our products and services that we believe you might be interested in.
INVESTOR – Risk Warnings
It is very important that you read this warning and disclaimer before proceeding, as it explains certain legal and regulatory restrictions applicable to any investment services and products we provide.
The content of this website is issued by Asset Value Investors Ltd (“AVI”), 2 Cavendish Square, London W1G 0PU
AVI is authorised and regulated by the Financial Conduct Authority (“FCA”) in the United Kingdom.
This website is not directed at any person in any jurisdiction where it is illegal or unlawful to access and use such information. AVI disclaims all responsibility if you access any information in breach of any local law or regulation. All persons who access this website are required to inform themselves and to abide with all applicable local law, regulations and restrictions.
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Should you have any queries about the investment funds referred to on this website, you should contact your financial adviser.
Past performance is not an indication of future performance. The value of investments and the income from them may go down as well as up and investors may not get back the amount invested.
The funds noted in this website may be subject to higher risk and volatility than other funds and may not be suitable for all investors. These funds are not regulated.
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The existence of hyperlinks should not be construed as an endorsement, approval or verification by AVI of any content available on third party websites. By providing access to other websites, we are not recommending the purchase or sale of products or services provided by the website’s sponsoring organization. We do not review any of these third party websites.
No permission is granted to copy, distribute, modify, post or frame any text, graphics, video, audio, software code, or user interface design or logos.
Nothing on this site should be considered as granting any licence or right under any trademark of AVI or any third party.
Deliberate misuse of any element of this Website including, without limitation, hacking, introduction of viruses or similar code, disruption or excessive use or any use in contravention of applicable law, is expressly prohibited and we reserve the right to terminate your access to the Website, and at our discretion, pass information to the legal authorities.
We reserve the right at any time on giving notice to change or modify these terms and conditions or to impose new conditions in respect of this website or to change or discontinue any aspect or feature of this website. We shall be entitled to terminate your access to this website at any time on giving notice to you and in any event if you commit any breach of these terms and conditions. We shall have no liability to you for such termination. Notices may be served by any reasonable method including posting on this website.
These terms and conditions shall be governed by and construed in accordance with the laws of England without regard to conflicts of law principles. Nothing in these Terms and Conditions will exclude or restrict any duty or liability we may have under applicable rules or regulations. You irrevocably waive any right to a jury trial in any dispute or proceeding arising from the use of this site.
