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How definitive the wording is.Decision and Details
TRIAL Holdings,Inc. and 株式会社トライアルリアルエステート (shareholder approval is not required under Article 796, Paragraph 2 and Article 784, Paragraph 1 of the Companies Act)Absorption-type company split relating to the management business of 株式会社トライアルゴルフ＆リゾート
Decision23 June 2026 (date of execution of the absorption-type company split agreement)
Period CoveredFrom the effective date onward (specific period: Not disclosed)
Implementation1 August 2026 (scheduled; effective date)
Going forwardThe absorption-type company split is scheduled to become effective on 1 August 2026. If any change occurs to the matters stated after the commencement date of document retention, it will be disclosed immediately.
AmountConsideration for the company split: none; increase in the successor company's capital or capital reserves: none
Quantity / scaleAll shares of 株式会社トライアルゴルフ＆リゾート; if there are any employees of Party A engaged in the business concerned, all of them; related borrowings, contractual positions, transferable permits and licenses, and other items
Reason
This is an absorption-type company split without consideration between a wholly owned parent company and its wholly owned subsidiary, and the company splitting off the business is a wholly owned subsidiary of the successor company.
Impact on Business Performance
After the effective date, the assets of both companies are expected to substantially exceed their liabilities, and no situation that would hinder the performance of their obligations is currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split relating to the management business of 株式会社トライアルゴルフ＆リゾート |
| Decision-Making Body | TRIAL Holdings,Inc. and 株式会社トライアルリアルエステート (shareholder approval is not required under Article 796, Paragraph 2 and Article 784, Paragraph 1 of the Companies Act) |
| Decision Date | 23 June 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 August 2026 (scheduled; effective date) |
| Period Covered | From the effective date onward (specific period: Not disclosed) |
| Amount | Consideration for the company split: none; increase in the successor company's capital or capital reserves: none |
| Quantity / scale | All shares of 株式会社トライアルゴルフ＆リゾート; if there are any employees of Party A engaged in the business concerned, all of them; related borrowings, contractual positions, transferable permits and licenses, and other items |
| Impact on Business Performance | After the effective date, the assets of both companies are expected to substantially exceed their liabilities, and no situation that would hinder the performance of their obligations is currently anticipated. |
| Reason | This is an absorption-type company split without consideration between a wholly owned parent company and its wholly owned subsidiary, and the company splitting off the business is a wholly owned subsidiary of the successor company. |
| Governing Rule | Companies Act, Article 794, Paragraph 1; Article 782, Paragraph 1; Article 796, Paragraph 2; Article 784, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 192; Article 183; Companies Act, Article 21 |
| Related previous disclosures | Absorption-type company split agreement dated 23 April 2025 with 株式会社トライアルカンパニー (West Port real estate development business); the same absorption-type company split dated 1 July 2025 |
| Future plans | The absorption-type company split is scheduled to become effective on 1 August 2026. If any change occurs to the matters stated after the commencement date of document retention, it will be disclosed immediately. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.As this is a transaction to transfer a business and assets between a wholly owned parent company and its wholly owned subsidiary, it was determined that treatment without consideration was appropriate.
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