Decision and Details
Board of Directors (meeting held on 8 April 2026), as well as resolutions to submit the matter to the annual general meeting of shareholders and the class meeting of holders of common sharesShare consolidation and taking the Company private
To make AEON the Company's sole shareholder and take the Company private. The objectives are to accelerate decision-making, strengthen collaboration with the AEON Group and integrate management resources, achieve renewed growth in the footwear business, reform the cost structure, and avoid the risk of delisting.
No specific amount of the impact on financial results from this share consolidation has been disclosed. The disclosure states that the transaction will enable the Company to reduce listing-related costs and use management resources more effectively. For the fiscal year ended February 2026, the Company recorded an operating loss of ¥2,388 million, an ordinary loss of ¥2,630 million, a net loss attributable to owners of the parent of ¥3,257 million, and negative net assets of ¥2,359 million at fiscal year-end.
| Item | Details |
|---|---|
| Matter Covered | Share consolidation and taking the Company private |
| Decision-Making Body | Board of Directors (meeting held on 8 April 2026), as well as resolutions to submit the matter to the annual general meeting of shareholders and the class meeting of holders of common shares |
| Decision Date | 8 April 2026 (resolution to submit the share consolidation to the general meeting of shareholders) |
| Implementation Date | 25 June 2026 (scheduled effective date) |
| Period Covered | From 25 June 2026 onward (after the share consolidation takes effect) |
| Amount | Estimated cash payment for fractional shares: amount equivalent to ¥300 per reference share; financing through Class A shares: ¥5.0 billion; financing through Class B shares: ¥6.5 billion; financial support: ¥1.3 billion |
| Quantity / scale | 20,000,000 common shares will be consolidated into 1 share. AEON directly owns 26,350,620 shares, representing an ownership interest of 61.90% (28,461,620 shares, or 66.86%, including indirect ownership). The Company plans to cancel 12,371 treasury shares. The total number of issued shares after the cancellation will be 42,568,644. |
| Impact on Business Performance | No specific amount of the impact on financial results from this share consolidation has been disclosed. The disclosure states that the transaction will enable the Company to reduce listing-related costs and use management resources more effectively. For the fiscal year ended February 2026, the Company recorded an operating loss of ¥2,388 million, an ordinary loss of ¥2,630 million, a net loss attributable to owners of the parent of ¥3,257 million, and negative net assets of ¥2,359 million at fiscal year-end. |
| Reason | To make AEON the Company's sole shareholder and take the Company private. The objectives are to accelerate decision-making, strengthen collaboration with the AEON Group and integrate management resources, achieve renewed growth in the footwear business, reform the cost structure, and avoid the risk of delisting. |
| Governing Rule | Article 180, Paragraph 2; Article 182-2, Paragraph 1; Article 234, Paragraph 2; Article 235, Paragraphs 1 and 2; Article 33-9 of the Ordinance for Enforcement of the Companies Act; and Article 319, Paragraph 1 of the Companies Act as applied mutatis mutandis pursuant to Article 325 of the Companies Act |
| Related previous disclosures | “Notice Regarding Share Consolidation, Abolition of the Provisions on the Number of Shares Constituting One Unit, and Partial Amendments to the Articles of Incorporation,” dated 8 April 2026; “Summary of Financial Results for the Fiscal Year Ended February 2026 [Japanese GAAP] (Consolidated),” dated 8 April 2026; “Notice Regarding Revisions to the Full-Year Consolidated Earnings Forecast,” dated 8 January 2026; and “Opinion Letter,” dated 7 April 2026 |
| Future plans | The annual general meeting of shareholders and the class meeting of holders of common shares are scheduled for 22 May 2026. Subject to certain conditions, 12,371 treasury shares are scheduled to be canceled on 24 June 2026. The share consolidation is scheduled to take effect on 25 June 2026. Around early July 2026, the Company is expected to petition the court for permission to sell the shares corresponding to the fractional shares. AEON is expected to purchase them around early August 2026, and the sale proceeds are expected to be paid to shareholders around October 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To accelerate decision-making with AEON, advance collaboration with companies in the AEON Group, integrate management resources and expertise, achieve renewed growth in the footwear business, and reform the cost structure. In addition, because the Company is in excess of liabilities and therefore fails to meet the continued listing criteria, the transaction will provide general shareholders with an opportunity to sell their shares and avoid the risk of delisting.