Decision and Details
Board of DirectorsCancellation by agreement of the commitment-type term loan facility agreement
The basis for securing funds to repay borrowings was lost because the operating loss is expected to continue. Accordingly, the company shifted its policy to prioritise financing through equity, which does not require repayment, rather than borrowing.
No gain or loss will be recognised in connection with the cancellation. There will be no change in the balances of cash and cash equivalents or interest-bearing debt. However, the company will lose a ¥3 billion financing facility, which could have a material impact on its cash flow if financing is not secured as planned. The company may again include a going-concern note in its financial statements for the fiscal year ended September 2026.
| Item | Details |
|---|---|
| Matter Covered | Cancellation by agreement of the commitment-type term loan facility agreement |
| Decision-Making Body | Board of Directors |
| Decision Date | 22 October 2026 |
| Implementation Date | 22 October 2026 (termination completed) |
| Amount | Facility limit: ¥3 billion; annual interest rate: 2.0%; payment amount for this third-party allotment: ¥900 million; maximum economic benefit: approximately ¥1.2 billion; annual interest expense: ¥60 million (when the full facility limit is drawn) |
| Quantity / scale | Facility limit: ¥3,000,000,000; コンヴァノ's voting-rights ownership ratio: 68.91%; shares held: 45,000,000 shares |
| Impact on Business Performance | No gain or loss will be recognised in connection with the cancellation. There will be no change in the balances of cash and cash equivalents or interest-bearing debt. However, the company will lose a ¥3 billion financing facility, which could have a material impact on its cash flow if financing is not secured as planned. The company may again include a going-concern note in its financial statements for the fiscal year ended September 2026. |
| Reason | The basis for securing funds to repay borrowings was lost because the operating loss is expected to continue. Accordingly, the company shifted its policy to prioritise financing through equity, which does not require repayment, rather than borrowing. |
| Governing Rule | Article 369, paragraph 2 of the Companies Act; guidelines on measures to protect minority shareholders when conducting transactions with controlling shareholders; and the framework of the Tokyo Stock Exchange rules |
| Related previous disclosures | The 29 May 2026 notice titled "Notice Regarding the Issuance of New Shares Through a Third-Party Allotment, Changes in the Major Shareholder, Largest Shareholder and Parent Company, and Execution of a Commitment-Type Term Loan Facility Agreement"; the 14 August 2026 notice titled "Notice Regarding the Resolution of the Going-Concern Note"; the 17 September 2026 notice titled "Notice Regarding the Decision to Dissolve and Commence Special Liquidation of a Consolidated Subsidiary, the Risk of Uncollectible Receivables, and the Transfer of the Business to the Company"; and the 30 September 2026 notice titled "Notice Regarding Recognition of an Extraordinary Loss Associated with the Disposal of Inventories and the Possibility of Additional Losses" |
| Future plans | The company will concentrate management resources on restructuring its existing businesses and continue to consider M&A in the healthcare sector within the funds raised through the third-party allotment. For large-scale M&A and working capital, the company will consider raising funds through equity financing and other means. The company will assess the going-concern assumption in its financial statements for the fiscal year ended September 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.The company expects its operating loss to continue for the time being, eliminating the basis for securing funds to repay borrowings. It explained that, from the perspective of maintaining financial soundness and protecting minority shareholders' interests, it shifted its policy to prioritise financing through equity, which does not require repayment, rather than borrowing, making the agreement unnecessary.