Komori
Share Issuance and Disposal1726Br.Holdings CorporationConstruction and Materials

Notice Concerning a Share Consolidation, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation

To make the Company a wholly owned subsidiary following the tender offer, the Company plans to consolidate its common shares at a ratio of 20,000,000 shares to 1 share, reducing the total number of issued shares from 44,368,998 to 2. Accordingly, the Company will abolish the provisions on share unit size and partially amend its Articles of Incorporation, including the total number of authorized shares.

Worth reading
31Immaterial
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
20000000
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share consolidation (common shares), abolition of provisions on share unit size, and partial amendment to the Articles of Incorporation

Offering structure
Major shareholders after the offering
Yokogawa Bridge Holdings Corp. (following the share consolidation, the Company plans to make it the Company's sole shareholder)
Stock Split RatioConsolidation of 20,000,000 shares into 1 share; effective date: 3 June 2026 (scheduled)
Procedures under the Corporate Code of Conduct
The proposal will be submitted to the extraordinary general meeting of shareholders scheduled for 15 May 2026. The Company established a special committee consisting of 3 independent outside directors and received its report dated 4 February 2026. All 8 disinterested directors unanimously resolved to approve the tender offer and recommend that shareholders tender their shares.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare consolidation (common shares), abolition of provisions on share unit size, and partial amendment to the Articles of Incorporation
Total number of issued shares44,368,998 shares → 2 shares
Stock Split RatioConsolidation of 20,000,000 shares into 1 share; effective date: 3 June 2026 (scheduled)
Procedures under the Corporate Code of ConductThe proposal will be submitted to the extraordinary general meeting of shareholders scheduled for 15 May 2026. The Company established a special committee consisting of 3 independent outside directors and received its report dated 4 February 2026. All 8 disinterested directors unanimously resolved to approve the tender offer and recommend that shareholders tender their shares.
Major shareholders after the offeringYokogawa Bridge Holdings Corp. (following the share consolidation, the Company plans to make it the Company's sole shareholder)
Items this document does not state (23)
Number of shares to be issued or disposed ofIssue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allotteeIntended allottee's holding policyDilution RateBasis for determining the amount to be paidExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMost recent equity financingImpact on Business Performance

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.

To reduce the shares held by shareholders other than the tender offeror to fractional shares of less than 1 share, leaving the tender offeror as the Company's sole shareholder. As the total number of issued shares will become 2, there will no longer be a need to specify a share unit size. To put in place the provisions of the Articles of Incorporation applicable after the delisting.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning a Share Consolidation, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation | ビーアールホールディングス (1726) timely disclosure | Komori