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Establishment of a special-purpose company (SPC)Counterparty二次資源ホールディングス株式会社
Disclosing companyJELLY BEANS GROUP Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
・Manufacture and sale of renewable heavy oil ・Collection and recycling of waste oil, including used cooking oil
Location Tatsuno, Hyogo PrefectureShare capital ¥1,000,000Date of incorporation April 2026 (planned)
Consideration and expenses
Funding arrangementsThe company plans to enable flexible funding, including the use of non-recourse loans and external capital.
Impact on Business Performance
The impact of this matter on consolidated results for the current fiscal year is currently under review.
Procedures and assumptions
Management structure after acquisitionThe executive officer of JBエナジー合同会社 will be Miyazaki Akira (宮﨑 明). The SPC will oversee the business as an integrated operation, from procuring waste oil and waste plastics through the manufacture of renewable heavy oil, its sale to users and the power generation business.
| Item | Details |
|---|---|
| Transaction name | Establishment of a special-purpose company (SPC) |
| Counterparty name | 二次資源ホールディングス株式会社 |
| Name of the Subject Company | JBエナジー合同会社 |
| Business Description of the Subject Company | ・Manufacture and sale of renewable heavy oil ・Collection and recycling of waste oil, including used cooking oil |
| Location of the Subject Company | Tatsuno, Hyogo Prefecture |
| Capital Stock of the Subject Company | ¥1,000,000 |
| Date of Establishment of the Subject Company | April 2026 (planned) |
| Funding arrangements | The company plans to enable flexible funding, including the use of non-recourse loans and external capital. |
| Impact on Business Performance | The impact of this matter on consolidated results for the current fiscal year is currently under review. |
| Date of board resolution | 2 April 2026 |
| Execution Date / Effective Date | April 2026 (planned) |
| Management structure after acquisition | The executive officer of JBエナジー合同会社 will be Miyazaki Akira (宮﨑 明). The SPC will oversee the business as an integrated operation, from procuring waste oil and waste plastics through the manufacture of renewable heavy oil, its sale to users and the power generation business. |
Items this document does not state (20)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 purpose is to limit business risk and recourse risk to the parent company and maintain the financial soundness of the Group as a whole. It is also intended to facilitate funding and expand the renewable heavy oil business by flexibly using non-recourse loans and external capital.
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