アセット・バリュー・インベスターズ・リミテッド(本拠 ロンドン、CEO 兼 CIO ジ ョー・バウエルンフロイント、以下「AVI」)は、日本で進められているコーポレート ガバナンス改革とはかけ離れた対応をしている株式会社デジタルガレージ(東京証券 取引所プライム市場、証券コード 4819、以下、「デジタルガレージ」または「同社」)に 対して強い懸念を表明し、来年の定時株主総会の取締役選任に際して反対票を投じる ことを明らかにしました。 こうした表明は、同社の2024年3月期第2四半期決算発表に先んじて明らかにするも ので、同様の懸念を有する長期投資を目的とする機関投資家や少数株主からも賛同を得 たい考えです。
AVI は、顧客であるファンドの代理として、2018 年にデジタルガレージの株主となり、 現在同社発行済み株式の3%を保有(2023 年 10 月末現在)していますが、同社の取 締役会に対してコーポレートガバナンス改革とより明瞭な戦略を促すために、2つの プレゼンテーションと 5 通の書簡を送付するなどプライベートなエンゲージメントを 行ってきました。
AVI は、2023 年 5 月に公開された中期経営計画が中長期的な企業収益の改善に繋がるものと期待していましたが、実際には、FT 事業と MT 事業をプラットフォームソリュ ーション事業に統合しインキュベーション投資から軸足を移すという点を除き、新た な施策は計画の中に見当たらず、あくまで最適とは言い難い現状を維持するものでし た。「持続可能な社会に向けた“新しいコンテクスト”をデザインし、テクノロジーで 社会実装する」といった、あまりに一般的で意味をなさない文言など、同計画におい てはバズワードが散りばめられる一方で意味を理解しがたい文言が多く並べられてお り、同計画は投資家がデジタルガレージの戦略を理解する上でほとんど役に立たず、 成長戦略について説得力のある説明に欠けていました。中期経営計画の発表後、デジタルガレージの株価は 5 か月間で 39%も下落しており、 TOPIX のこの間の 8%の上昇とは裏腹に、時価総額ベースで約 900 億円もの株主価値 が失われる結果となりました。
1)業績不振や株価低迷の打開策、2)シナジー効果が慢性的に上がらないカカクコ ム(東証プライム市場、証券コード 2371)に対する投下資本の削減(現在同社の発行 済み株式の 20%を保有)、3)取締役会の構成に対する懸念解消——といった重要な 課題は、無視されたままの状態です。
過去 5 年間における同業他社の GMO ペイメントゲートウェイ(東証プライム市場、 証券コード3769)との比較では、取扱高、利益ともに下回っています。
| デジタルガレージ | GMO ペイメント | |
| 取扱高 | +27% | +38% |
| 利益 | +15% | +27% |
また、デジタルガレージの株価は同業の GMO ペイメントゲートウェイや TOPIX に 対して下記の通り大きく下回っています。
| デジタルガレージ(A) | 1.6% |
| GMO ペイメント(B) | 9.2% |
| TOPIX(C) | 54.7% |
| 株価比較(A-B) | -7.6% |
| 株価比較(A-C) | -53.1% |
なお、カカクコムの株価は過去 5 年間で 25%も下落しており、デジタルガレージの株 価不振の一因となっています。
低調な業績、説得力を欠いた成長戦略、非効率な資本関係の結果として、デジタルガ レージは本源的価値に比して 40%程度も低く取引されていると、AVIは理解していま す。
加えて、最も深刻な課題は、取締役会の構成に関する問題です。AVI は、取締役会の 構成に関して、決済事業経験者の不足、独立性の欠落、平均在任期間の長さなどに強 い懸念をエンゲージメントを通じて繰り返し表明してきました。具体的には、6 名の 社外取締役のうち 3 名が在任期間 10 年以上であり、また、2 名の社外取締役(尾嵜優 美氏と坂井眞氏)にはデジタルガレージとの間で利益相反があり、同社を公正に監 視・監督ができる立場にありません。また尾嵜氏は、MIT メディアラボにおいて、デ ジタルガレージ共同創業者の伊藤穣一氏と 10 年以上ビジネス上の関係にありました。 坂井氏は、同社に法的なサービスを提供する坂井眞法律事務所の代表であり、同社か らの報酬は法律事務所の年間売上高の5%を占めています。
社内取締役に関しても、7 名の役員の在任期間は平均 16 年に及び、決済事業の経験者 は 2 名にすぎません。デジタルガレージの不振の責任は、会社の戦略を監督し株主に 価値提供することを怠るなど、機能不全に陥った取締役会にあります。
AVI の CEO 兼 CIO のジョー・バイエルンフロイントは、「長年にわたる業績不振と 恒常的なバリュエーションの低迷に照らせば、現在の取締役会は事態改善に必要な経 験と独立性が欠いていると私たちは考えています。包括的な中期経営計画の発表やカ カクコム株式20%の保有の見直しなど、意味のある戦略的施策が採られない限りデジ タルガレージの企業価値改善は見込めません。取締役会がこうした課題の対応を怠っ ていることは、東京証券取引所と金融庁がこれまで後押ししてきたコーポレートガバ ナンス改革や岸田政権が掲げる資産運用立国の考えに逆行するものです」と語ってい ます。
さらに、ジョー・バイエルンフロイント CEO は「長期株主として、過去5年間、デジ タルガレージの経営陣とは建設的に議論を重ねてきました。デジタルガレージが “DGフィンテックシフト”戦略を通じ決済事業に着目してきたことは喜ばしいことで すが、取締役会が長年の業績不振を見過ごし株価の低迷に対処できなかったことを、 もはや見過ごすことはできません。大変不本意ではありますが、来年の定時株主総会 では、取締役選任に反対の議決権を行使する方針です。デジタルガレージの株主で同 様な懸念を抱いている皆さまにもご賛同いただけることを願っています」と述べてい ます。
以上
本件に関する問い合わせ先:
アセット・バリュー・インベスターズリミテッド
広報担当 (IFC) 那須川、高杉
連絡先:03-5532-8921
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
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.
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.
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 and liability for the content on 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 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.
The information on this website is not directed at any person or entity in the United States, and this site is not intended for distribution or to be used by any person or entity in the United States unless those persons or entities are existing investors in funds managed by AVI and they have applicable US exemptions.
Nothing on this website constitutes investment, legal, tax or other advice nor should it be relied upon in making an investment decision.
The funds referred to in this website are alternative investment funds (“AIFs”). The promotion of such funds and the distribution of offering materials in relation to such funds is accordingly restricted by law.
Shares in the funds mentioned in this website are not dealt in or on a recognised or designated investment exchange, nor is there a market maker in such shares, and it may therefore be difficult for an investor to dispose of his shares.
The information on this website is neither an offer to sell nor a solicitation of any offer to buy shares in any fund managed by AVI.
An application for shares in any of the funds referred to on this site should only be made having fully read fully the relevant prospectus and most recent financial statement and semi-annual financial statements published thereafter.
The Information is provided for information purposes only and on the basis that you make your own investment decisions and do not rely upon it.
AVI is not soliciting any action based on it and it does not constitute a personal recommendation or investment advice.
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.
Exchange rates may cause the value of overseas investments and the income arising from them to rise or fall.
The levels and bases of and reliefs from taxation may change. Any tax reliefs referred to are those currently available and their value depends on the circumstances of the individual investor. Investors should consult their own tax adviser in order to understand any applicable tax consequences.
The information on this website, including any expression of opinion or forecast, has been obtained from, or is based on, sources believed by AVI to be reliable, but are not guaranteed as to their accuracy or completeness and should not be relied upon.
You should be aware that the Internet is not a completely reliable transmission medium. AVI does not accept any liability for any data transmission errors such as data loss or damage or alteration of any kind, including, but not limited to any direct, indirect or consequential damage, arising out of the use of the products or services referred to herein. This does not exclude or restrict any duty or liability that AVI has to its customers under the regulatory system in the United Kingdom.
To make a complaint about this website ,please send a written complaint for the attention of the Compliance Officer at the registered address: 2 Cavendish Square, London W1G 0PU.
You agree to indemnify, defend, and hold harmless AVI, its affiliates and licensors, and the officers, partners, employees, and agents of AVI and its affiliates and licensors, from and against any and all claims, liabilities, damages, losses, or expenses, including legal fees and costs, arising out of or in any way connected with your access to or use of this website and the Information.
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.
