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Share Issuance and Disposal3544SATUDORA HOLDINGS CO.,LTD.Retail

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

As the second stage of the MBO, 13,780,262 common shares remaining after the cancellation of treasury shares will be consolidated at a ratio of 1 share for every 2,487,400 shares, resulting in 5 issued shares in total. Accordingly, the company plans to amend its Articles of Incorporation to abolish the share unit system and set the total number of authorized shares at 20.

Worth reading
28Immaterial
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
2487400
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share consolidation

Procedures under the Corporate Code of Conduct
The compliance requirements relating to MBOs, etc. under the Tokyo Stock Exchange rules and the compliance requirements relating to MBOs, etc. under the Sapporo Securities Exchange's Rules on the Code of Corporate Conduct apply. An independent special committee, third-party valuation firm, fairness opinion and independent law firm were used.
Impact on Business Performance
The Company's shares are expected to be delisted in connection with the implementation of this share consolidation
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare consolidation
Total number of issued shares13,780,262 shares (after cancellation of 456,302 treasury shares) → 5 shares
Procedures under the Corporate Code of ConductThe compliance requirements relating to MBOs, etc. under the Tokyo Stock Exchange rules and the compliance requirements relating to MBOs, etc. under the Sapporo Securities Exchange's Rules on the Code of Corporate Conduct apply. An independent special committee, third-party valuation firm, fairness opinion and independent law firm were used.
Impact on Business PerformanceThe Company's shares are expected to be delisted in connection with the implementation of this share consolidation
Items this document does not state (24)
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 underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 and Tommy Corporation to fractions of less than one share, leaving the company with only those two shareholders. To take the company private through the MBO.

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 Reverse Stock Split, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation | SATUDORA HOLDINGS CO.,LTD. (3544) timely disclosure | Komori