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Statutory disclosure document2686GFOOT CO.,LTD.Retail

Statutory Prior Disclosure Document (Reverse Stock Split)

The Company plans to make ジーフット a wholly owned subsidiary of AEON and take it private by consolidating 20,000,000 shares into 1 share, converting the shares held by shareholders other than AEON into fractional shares and paying cash in lieu of those fractions. The effective date is scheduled for 25 June 2026, and fractional shareholders are expected to receive an amount equivalent to ¥300 per reference share.

Worth reading
89Important
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
20000000
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

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 shares

Share consolidation and taking the Company private

Decision8 April 2026 (resolution to submit the share consolidation to the general meeting of shareholders)
Period CoveredFrom 25 June 2026 onward (after the share consolidation takes effect)
Implementation25 June 2026 (scheduled effective date)
Going forwardThe 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.
AmountEstimated 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 / scale20,000,000 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.
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.

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.

Decision and Details
ItemDetails
Matter CoveredShare consolidation and taking the Company private
Decision-Making BodyBoard 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 Date8 April 2026 (resolution to submit the share consolidation to the general meeting of shareholders)
Implementation Date25 June 2026 (scheduled effective date)
Period CoveredFrom 25 June 2026 onward (after the share consolidation takes effect)
AmountEstimated 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 / scale20,000,000 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 PerformanceNo 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.
ReasonTo 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 RuleArticle 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 plansThe 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.

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Statutory Prior Disclosure Document (Reverse Stock Split) | GFOOT CO.,LTD. (2686) timely disclosure | Komori