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M&A and Subsidiary Changes1711SDS HOLDINGS Co.,Ltd.Construction and Materials

Notice Regarding the Making of 株式会社HARUMI TRUST a Wholly Owned Subsidiary

The Company resolved to acquire an additional 650 shares of 株式会社HARUMI TRUST from Yoshino Katsuhide (𠮷野 勝秀), in which it held a 35% stake, thereby making the company a wholly owned subsidiary. The acquisition price is ¥6.5 million.

Worth reading
54Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
650
¥10,000
Wording
Conditional
How definitive the wording is.

This transaction

Share Acquisition
CounterpartyYoshino Katsuhide (𠮷野 勝秀)
Disclosing companySDS HOLDINGS Co.,Ltd.
株式会社 HARUMI TRUSTSubject of this transactionNumber of shares acquired 650 shares (650 voting rights)Voting rights ownership percentage Before 35% (after not disclosed)
Date of board resolution13 May 2026
Contract Date13 May 2026 (scheduled)
Execution Date / Effective Date13 May 2026 (scheduled)
Target company

① Construction and operation of power plants using renewable energy; ② power generation businesses using renewable energy and specified-scale electricity businesses (retail electricity businesses); ③ purchase, sale, leasing, brokerage and management of real estate; ④ investment business; ⑤ guidance, brokerage and arrangement relating to corporate mergers and alliances, and the transfer of business rights and securities; ⑥ management, operation and guidance concerning the assets of individuals, companies, silent partnerships, voluntary partnerships and investment limited partnerships; ⑦ consulting services for business conducted under the Act on Liquidation of Assets through Specified Purpose Companies; ⑧ acquisition, use, management, transfer, licensing and brokerage of copyrights, neighboring rights, portrait rights, industrial property rights and other intellectual property rights, as well as know-how, and related consulting services; ⑨ purchase, sale and brokerage of used solar power plants and peripheral equipment; ⑩ management consulting services; ⑪ acquisition, holding, purchase and sale, exchange, leasing, operation and management of crypto-assets (including Bitcoin, Ethereum and other digital assets), and brokerage, intermediation, agency and custody of related transactions; ⑫ research, study, planning, development, operation, consulting, education and training relating to businesses using blockchain and crypto-assets; ⑬ acquisition, holding, purchase and sale, leasing, operation and management of precious metals such as gold, silver, platinum and palladium, and brokerage, intermediation, agency and custody thereof; ⑭ acquisition, holding, purchase and sale, operation and management of securities, securitized products, beneficial interests, derivatives and other financial products relating to precious metals; ⑮ secondhand goods dealing business under the Secondhand Goods Business Act; ⑯ pawnshop business under the Pawnshop Business Act; ⑰ Type II Financial Instruments Business, investment advisory and agency business, and investment management business as prescribed in the Financial Instruments and Exchange Act; ⑱ business under the Real Estate Specified Joint Enterprise Act; and ⑲ all businesses incidental or related to the foregoing.

Location Minato-ku, TokyoShare capital ¥5 million (capital reserves: ¥5 million)Date of incorporation 23 April 2024
Net Sales— (fiscal year ending March 2026; unit: ¥ million)
Operating profitOperating loss of ¥1 million (fiscal year ending March 2026)
Net income for the current fiscal yearOperating loss of ¥1 million (fiscal year ending March 2026)
Net assetsNet assets of ¥7 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition price¥6.5 million for common shares
Impact on Business Performance

The impact of this transaction on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial.

Procedures and assumptions
Special CommitteeThe matter was referred to the Compliance Committee. The chair is an outside director who is a member of the Audit and Supervisory Committee and an attorney, and the committee members include 1 attorney and 1 certified public accountant as external experts.
This transaction
ItemDetails
Transaction nameShare Acquisition
Counterparty nameYoshino Katsuhide (𠮷野 勝秀)
Name of the Subject Company株式会社 HARUMI TRUST
Business Description of the Subject Company① Construction and operation of power plants using renewable energy; ② power generation businesses using renewable energy and specified-scale electricity businesses (retail electricity businesses); ③ purchase, sale, leasing, brokerage and management of real estate; ④ investment business; ⑤ guidance, brokerage and arrangement relating to corporate mergers and alliances, and the transfer of business rights and securities; ⑥ management, operation and guidance concerning the assets of individuals, companies, silent partnerships, voluntary partnerships and investment limited partnerships; ⑦ consulting services for business conducted under the Act on Liquidation of Assets through Specified Purpose Companies; ⑧ acquisition, use, management, transfer, licensing and brokerage of copyrights, neighboring rights, portrait rights, industrial property rights and other intellectual property rights, as well as know-how, and related consulting services; ⑨ purchase, sale and brokerage of used solar power plants and peripheral equipment; ⑩ management consulting services; ⑪ acquisition, holding, purchase and sale, exchange, leasing, operation and management of crypto-assets (including Bitcoin, Ethereum and other digital assets), and brokerage, intermediation, agency and custody of related transactions; ⑫ research, study, planning, development, operation, consulting, education and training relating to businesses using blockchain and crypto-assets; ⑬ acquisition, holding, purchase and sale, leasing, operation and management of precious metals such as gold, silver, platinum and palladium, and brokerage, intermediation, agency and custody thereof; ⑭ acquisition, holding, purchase and sale, operation and management of securities, securitized products, beneficial interests, derivatives and other financial products relating to precious metals; ⑮ secondhand goods dealing business under the Secondhand Goods Business Act; ⑯ pawnshop business under the Pawnshop Business Act; ⑰ Type II Financial Instruments Business, investment advisory and agency business, and investment management business as prescribed in the Financial Instruments and Exchange Act; ⑱ business under the Real Estate Specified Joint Enterprise Act; and ⑲ all businesses incidental or related to the foregoing.
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥5 million (capital reserves: ¥5 million)
Date of Establishment of the Subject Company23 April 2024
Net Sales of the Subject Company— (fiscal year ending March 2026; unit: ¥ million)
Operating Profit of the Subject CompanyOperating loss of ¥1 million (fiscal year ending March 2026)
Net Income of the Subject CompanyOperating loss of ¥1 million (fiscal year ending March 2026)
Net Assets of the Subject CompanyNet assets of ¥7 million (fiscal year ending March 2026)
Acquisition price¥6.5 million for common shares
Number of shares acquired650 shares (650 voting rights)
Voting rights ownership percentageBefore 35% (after not disclosed)
Impact on Business PerformanceThe impact of this transaction on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Date of board resolution13 May 2026
Contract Date13 May 2026 (scheduled)
Execution Date / Effective Date13 May 2026 (scheduled)
Special CommitteeThe matter was referred to the Compliance Committee. The chair is an outside director who is a member of the Audit and Supervisory Committee and an attorney, and the committee members include 1 attorney and 1 certified public accountant as external experts.
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionConditions Precedent to ExecutionManagement structure after acquisition

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The Company positions M&A and its investment strategy as important activities for expanding earnings and achieving growth, and intends to use HARUMI TRUST as an investment business company within the Group. Specifically, the objectives are to diversify the business portfolio, create new revenue opportunities, collect and assess information on investment opportunities, and accelerate management decision-making.

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Notice Regarding the Making of 株式会社HARUMI TRUST a Wholly Owned Subsidiary | SDS HOLDINGS Co.,Ltd. (1711) timely disclosure | Komori