Decision and Details
The Company's Board of Directors (written resolution) and Extraordinary General Meeting of Shareholders (scheduled)Advance disclosure matters concerning the share consolidation
To take the Company's shares private and make the Company a wholly owned subsidiary of DAITO TRUST CONSTRUCTION CO.,LTD. The transaction is intended to leverage capital resources, business infrastructure and human resources, strengthen development capabilities and procurement capabilities, improve cost efficiency, and expand revenue opportunities, among other objectives.
The disclosure states that the Company may face risks of deterioration in its financial condition in the short term due to factors including lower profitability and deteriorating cash flow. The amount of the impact on earnings from the share consolidation itself is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters concerning the share consolidation |
| Decision-Making Body | The Company's Board of Directors (written resolution) and Extraordinary General Meeting of Shareholders (scheduled) |
| Decision Date | 10 June 2026 |
| Implementation Date | 30 July 2026 (effective date, scheduled) |
| Amount | Tender offer price and purchase price for fractional shares: ¥1,280 per share; proceeds from the sale of fractional shares will be equivalent to the shareholder's number of shares held multiplied by ¥1,280 (scheduled) |
| Quantity / scale | Consolidation of 1,838,125 shares into 1 share; total number of authorized shares on the effective date: 60; 76 treasury shares scheduled to be cancelled on 29 July 2026; 12,715,775 shares acquired by DAITO TRUST CONSTRUCTION CO.,LTD. (44.92% voting rights ownership ratio) |
| Impact on Business Performance | The disclosure states that the Company may face risks of deterioration in its financial condition in the short term due to factors including lower profitability and deteriorating cash flow. The amount of the impact on earnings from the share consolidation itself is Not disclosed. |
| Reason | To take the Company's shares private and make the Company a wholly owned subsidiary of DAITO TRUST CONSTRUCTION CO.,LTD. The transaction is intended to leverage capital resources, business infrastructure and human resources, strengthen development capabilities and procurement capabilities, improve cost efficiency, and expand revenue opportunities, among other objectives. |
| Governing Rule | Article 182-2, paragraph 1 of the Companies Act; Article 33-9 of the Regulation for Enforcement of the Companies Act; Articles 180 and 235 of the Companies Act; Article 234, paragraph 2, and Articles 447, paragraph 1, and 448, paragraph 1 of the Companies Act; Article 27-2, paragraph 3 of the Financial Instruments and Exchange Act |
| Related previous disclosures | 6 April 2026: “Notice of Opinion in Favor of, and Recommendation to Tender Shares in, the Tender Offer for the Company's Shares by DAITO TRUST CONSTRUCTION CO.,LTD.”; 23 May 2026: “Notice Regarding the Results of the Tender Offer for the Company's Shares by DAITO TRUST CONSTRUCTION CO.,LTD. and Changes in Major Shareholders and Other Affiliated Companies”; 6 April 2026: “Notice Regarding the Revision of the Year-End Dividend Forecast for the Fiscal Year Ending June 2026 (No Dividend)” |
| Future plans | An Extraordinary General Meeting of Shareholders is scheduled to be held on 9 July 2026. The Company is scheduled to be delisted on 28 July 2026. The Company is scheduled to cancel 76 treasury shares on 29 July 2026. Around early August 2026, the Company plans to apply to the court for permission to sell the fractional shares, sell them to DAITO TRUST CONSTRUCTION CO.,LTD. around late August to early September 2026, and distribute the sale proceeds to shareholders around early November 2026. |
Items this document does not state (1)
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 become a wholly owned subsidiary of DAITO TRUST CONSTRUCTION CO.,LTD. and take the Company private. This is part of a series of transactions under which, following the tender offer, the only shareholders will be DAITO TRUST CONSTRUCTION CO.,LTD. and SBI Holdings, ultimately leaving DAITO TRUST CONSTRUCTION CO.,LTD. as the sole shareholder.