Details of issuance or disposal
Reverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation
| Item | Details |
|---|---|
| Type of issuance or disposal | Reverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation |
| Total number of issued shares | 30,023,217 shares (after cancellation of treasury shares and before the share consolidation takes effect) → 4 shares (after the share consolidation takes effect) |
| Number of Stock Acquisition Rights | 336 stock acquisition rights (remaining as of 30 November 2025), representing 37,296 underlying shares |
| Reason for acquisition without consideration | The Company plans to acquire without consideration the 159,734 shares held as trust assets of the Stock Benefit Trust (BBT) by 29 June 2026. |
| Stock Split Ratio | Consolidation of 7,505,804 shares into 1 share. The effective date is scheduled for 30 June 2026. |
| Procedures under the Corporate Code of Conduct | An independent special committee was established and an opinion was obtained. An independent third-party valuation institution, financial adviser, and law firm were appointed. The transaction was approved unanimously by all 8 directors without conflicts of interest. The tender offer period was set at 30 business days. |
| Major shareholders after the offering | KOHNAN SHOJI CO.,LTD. and バローホールディングス are expected to be the only shareholders. |
| Impact on Business Performance | The Company believes that taking its shares private will reduce the costs of maintaining its listing. The specific monetary impact on operating performance is Not disclosed. |
Items this document does not state (20)
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 make KOHNAN SHOJI CO.,LTD. and バローホールディングス the Company's only shareholders and take the Company's shares private. Following the share consolidation, the total number of issued shares will be 4, eliminating the need to specify the number of shares constituting one unit.