Komori
Share Issuance and Disposal3546Alleanza Holdings Co.,Ltd.Retail

Notice of the Convocation of an Extraordinary General Meeting of Shareholders Concerning a Share Consolidation, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation

To eliminate minority shareholders remaining after the tender offer, 7,505,804 common shares will be consolidated into 1 share, reducing the total number of issued shares to 4. In connection with this, the Company will amend its Articles of Incorporation to abolish the unit share system, change the total number of authorized shares, and delist its shares, among other changes.

Worth reading
30Immaterial
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
7505804
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Reverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation

Terms of the stock acquisition rights
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.
Offering structure
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.
Stock Split RatioConsolidation 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.
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.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalReverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation
Total number of issued shares30,023,217 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 Rights336 stock acquisition rights (remaining as of 30 November 2025), representing 37,296 underlying shares
Reason for acquisition without considerationThe 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 RatioConsolidation of 7,505,804 shares into 1 share. The effective date is scheduled for 30 June 2026.
Procedures under the Corporate Code of ConductAn 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 offeringKOHNAN 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 PerformanceThe 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)
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 periodTransfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMost recent equity financing

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.

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 of the Convocation of an Extraordinary General Meeting of Shareholders Concerning a Share Consolidation, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation | Alleanza Holdings Co.,Ltd. (3546) timely disclosure | Komori