1

February 6, 2009
To whom it may concern:
Notification of Change of Largest Shareholder, Major Shareholders and
Parent Company
This is to inform you that we have confirmed a change in our largest shareholder, major shareholders and parent company. The largest shareholder is also a statutorily defined "major shareholder" of the company.
Details
1.

Background to changes
As already disclosed in "Notice of Discontinuance of Class A Preferred Stock Issue and Offering Common Stocks and Class B Preferred Stocks through Third-Party Allotment" published on December 24, 2008, today we have completed procedures for issue of new shares of common stock by third-party allotment (debt-equity swap), and in conjunction with this there have been changes in our largest shareholder, major shareholders and parent company.
2.

Shareholder profiles
(1)

Below are profiles of the new largest shareholder (statutorily defined "major shareholder") and parent company.
Name
Promontoria Investments I B.V.
Address
Oude Utrechtseweg 16, 3743 KN Baarn, The Netherlands
Name of representative
J.C.A. van Beek
Capital 18,000
euros
Main lines of business
Investment financing
Relationship with the company
Major shareholder holding 500,000 shares of common stock in the company (16.54%).
Settlement term
December 31
Listed exchange(s)
Does not apply.
(2)

Profile of former largest shareholder
Name
UT Holdings Co., Ltd.
Address
11F Gotenyama Trust Tower, 4-7-35 Kita Shinagawa, Shinagawa-ku, Tokyo
Name of representative
Yoichi Wakayama
Main lines of business
Support for and management of the business activities of companies
engaged in semiconductor/FPD manufacturing outsourcing, sales of
semiconductor production equipment and ancillary services, said support
and management provided through ownership of stock and/or equity in said
companies
Note 1: United Technology Holdings Co., Ltd. changed its name to "UT Holdings Co., Ltd." on January 1, 2009.

Company:
RADIA HOLDINGS, INC.
Representative: Shinichi Horii
Representative Director and President

(Code No. 4723 TSE 2nd Section)
Contact: Hideshi
Tachiyama
Senior Executive Officer General Manager, Public Relations and Investor Relations Division
(TEL:
03-3405-9262)

2
(3)

Profile of new major shareholder
Name
Promontoria Investments II B.V.
Address
Oude Utrechtseweg 16, 3743 KN Baarn, The Netherlands
Name of representative
J.J. Zweerts
Main lines of business
Investment financing
Name
Promontoria Investments III B.V.
Address
Oude Utrechtseweg 16, 3743 KN Baarn, The Netherlands
Name of representative
G. J. Schipper
Main lines of business
Investment financing
(4)

Profile of former major shareholder
Name Origuchi
Soken
YK
Address
3-29-8 Denen Chofu, Ota-ku, Tokyo
Name of representative
Origuchi Masahiro
Main lines of business
Consulting, planning and research services
3.

Number of shares owned (number of voting rights owned) by shareholder and percentage of total shareholder voting rights (1)

New largest shareholder (statutorily defined "major shareholder") and parent company
Promontoria Investments I B.V.

Number of voting rights
(number of shares owned)

Percentage of voting rights of all
shareholders

(percentage of total issued and outstanding
shares)

Classification
Direct ownership
Subject to
aggregation
Total
Direct
ownership
Subject to
aggregation
Total
Major
sharehold
ers (in
order)

Before
−

500,000 rights
(500,000 shares)
0 rights
(0 shares)
500,000 rights
(500,000 shares)
16.71％
（
16.54％）
0.00％
（
0.00％）
16.71％
（
16.54％）
No. 3
After
Parent company
1,540,000 rights
(1,540,000 shares)
2,080,000 rights
(2,080,000 shares)
3,620,000 rights
(3,620,000 shares）
25.20％
(25.07％)
34.03％
（
33.86％）
59.23％
（
58.94％）
No. 1
(2)

Former largest shareholder

UT Holdings Co., Ltd.
Number of voting rights
(number of shares owned)
Percentage of voting rights of all
shareholders (percentage of total issued
and outstanding shares)
Major
shareholders
(in order)
Before
657,788 rights
(657,788 shares)
21.99％
(21.77％)
No. 1
After
657,788 rights
(657,788 shares)
10.76％
(10.71％)
No. 4
Note 2: UT Holdings Co., Ltd. submitted a "Large-Scale Holdings Report (Change Report)" to the Kanto Local Finance Bureau on November 13, 2008 and an "Amended Report" on December 10, 2008. In "Notice of Establishment of Disposal Trust for Investment Securities" published on November 6, 2008, the company disclosed that it had entered into a designated blanket trust agreement with Sumitomo Trust and Banking, under which it had established a trust with trust assets consisting of 657,788 shares in RADIA HOLDINGS for disposal.

3
(3)

New major shareholder

Promontoria Investments II B.V.

Number of voting rights
(number of shares owned)
Percentage of voting rights of all
shareholders (percentage of total issued
and outstanding shares)
Major
shareholders
(in order)
Before
−

(−)
−

−

After
1,040,000 rights
(1,040,000 shares)
17.02％
(16.93％)
No. 2
Promontoria Investments III B.V.
Number of voting rights
(number of shares owned)
Percentage of voting rights of all
shareholders (percentage of total issued
and outstanding shares)
Major
shareholders
(in order)
Before
−

(−)
−

−

After
1,040,000 rights
(1,040,000 shares)
17.02％
(16.93％)
No. 2
(4)

Former major shareholder
Origuchi
Soken
YK

Number of voting rights
(number of shares owned)
Percentage of voting rights of all
shareholders (percentage of total issued
and outstanding shares)
Major
shareholders
(in order)
Before
574,515 rights
(574,515 shares)
19.21％
(19.01％)
No. 2
After
574,515 rights
(574,515 shares)
9.40％
(9.35％)
No. 5
1

"Before" figures are as at June 30, 2008.
2

30,752 non-voting shares deducted from total issued and outstanding shares.
3

Shareholder rankings based on the shareholder registry as at June 30, 2008. "After" shareholder rankings and ownership ratios calculated on the basis of 6,142,118 shares,
consisting of the 3,022,118 issued and outstanding shares as at June 30, 2008 plus 3,120,000 shares of additional common stock from the capital increase by third-party allotment.
4

Percentage figures have been rounded down to the 3rd decimal place.
4.

Date of change
February 6, 2009
5.

Forecast
The change in largest shareholder (statutorily defined "major shareholder"), major shareholders and parent company will have no impact on results this term.
6.

Change in non-listed parent company etc. subject to disclosure
As a result of this change, Promontoria Investments I B.V. will constitute a non-listed parent company subject to disclosure. However Promontoria Investments I B.V. is not subject to disclosure because it is an entity whose principal business is investment.
End of document

4
[Reference]
Major shareholders and ownership ratios
Before (As at June 30, 2008)
After
*1

UT Holdings Co., Ltd.
21.77% Promontoria Investments I B.V.
*2
25.07%
Origuchi Soken YK
19.01% Promontoria Investments Ⅱ B.V.
*2

16.93%
Promontoria Investments I B.V.
16.54% Promontoria Investments Ⅲ B.V.
*2

16.93%
Masahiro Origuchi
3.19% UT Holdings Co., Ltd.
*3
10.71%
Jupiter Investment YK
2.94% Origuchi Soken YK
9.35%
State Street Bank and Trust Company 505025
1.12% Masahiro Origuchi
1.57%
State Street Bank and Trust Company
505018
0.83% Jupiter Investment YK
1.45%
Japan Securities Finance Co., Ltd.
0.72%
State Street Bank and Trust Company 505025
0.55%
Chase Manhattan Bank GTS Clients Account Escrow
0.63%
State Street Bank and Trust Company 505018
0.41%
The Master Trust Bank of Japan, Ltd.
0.59% Japan Securities Finance Co., Ltd.
0.35%
Note 1:

"After" shareholder rankings and ownership ratios are calculated on the basis of the issued and
outstanding shares as at June 30, 2008 plus the additional common stock (3,120,000 shares) scheduled to be issued as a result of the capital increase by third-party allotment (Percentage figures have been rounded down to the 3rd decimal place.).
Note 2:

Promontoria Investments I B.V., Promontoria Investments II B.V. and Promontoria Investments
III B.V. are scheduled to underwrite Class B preferred shares (total of 136 shares) with a pay-in deadline of June 2009. Class B preferred shares have acquisition claim rights and acquisition conditions attached. The acquisition price of the acquisition claim rights (price for conversion to common stock) is 740 yen. Exercise of acquisition claim rights at the acquisition price would result in the issue of 18,378,378 shares of common stock. (This represents potential shares of 299.2% of the company's issued and outstanding shares after this issue of common stock.)
Note 3:

UT Holdings Co., Ltd. submitted a "Large-Scale Holdings Report (Change Report)" to the Kanto
Local Finance Bureau on November 13, 2008 and an "Amended Report" on December 10, 2008. In "Notice of Establishment of Disposal Trust for Investment Securities" published on November 6, 2008, the company disclosed that it had entered into a designated blanket trust agreement with Sumitomo Trust and Banking, under which it had established a trust with trust assets consisting of 657,788 shares in RADIA HOLDINGS for disposal.