Notice concerning the change in the Company's major shareholder, largest shareholder and other affiliated company, an accumulation of shares prescribed by Cabinet Order as conduct equivalent to a tender offer, and the capital and business alliance with CAICA DIGITAL
FISCO Ltd. (the filing company), CAICA DIGITAL and JN Group Inc.
JN Group Inc. will transfer 2,937,500 of the Company's common shares to CAICA DIGITAL through an off-market negotiated transaction. The strengthening of the capital and business alliance is based on the companies' track record of collaboration and the reorganization of the alliance in light of FISCO Ltd.'s change in business policy.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
CAICA DIGITAL: directly held, 67,870 voting rights (14.82%); aggregated holdings, 13,273 voting rights (2.90%); total, 81,143 voting rights (17.72%), as of 28 July 2026. JN Group Inc.: directly held, 131,125 voting rights (28.63%); aggregated holdings, 6,795 voting rights (1.48%); total, 137,920 voting rights (30.12%), as of 28 July 2026.
CAICA DIGITAL: directly held, 97,245 voting rights (21.23%); aggregated holdings, 13,273 voting rights (2.90%); total, 110,518 voting rights (24.13%), as of 29 July 2026. JN Group Inc.: directly held, 101,750 voting rights (22.22%); aggregated holdings, 6,795 voting rights (1.48%); total, 108,545 voting rights (23.70%), as of 29 July 2026.
The change in shareholders will have no impact on the Company's management structure or results for the fiscal year ending December 2026. The impact of the strengthened capital and business alliance on results for the fiscal year ending December 2026 is currently under review, and the Company will promptly disclose any matter that should be disclosed in the future.
Related procedures
Public announcement concerning an accumulation of shares prescribed by Cabinet Order as conduct equivalent to a tender offer
The companies will pursue sales promotion, joint marketing of new products, joint development and research of software and other products, and joint research into interactive screening of investment information using generative AI with CAICA DIGITAL. The impact of the strengthened capital and business alliance on results for the fiscal year ending December 2026 is currently under review.
If any matter requiring disclosure arises, it will be disclosed promptly.
| Item | Details |
|---|---|
| Event name | Notice concerning the change in the Company's major shareholder, largest shareholder and other affiliated company, an accumulation of shares prescribed by Cabinet Order as conduct equivalent to a tender offer, and the capital and business alliance with CAICA DIGITAL |
| Date of occurrence | 29 July 2026 (date of change, purchase date and date of execution of the memorandum amending the capital and business alliance) |
| Date recognized / date notice received | 29 July 2026 (the date on which the Company received a transfer report from JN Group Inc.) |
| Subject Entity | FISCO Ltd. (the filing company), CAICA DIGITAL and JN Group Inc. |
| Cause | JN Group Inc. will transfer 2,937,500 of the Company's common shares to CAICA DIGITAL through an off-market negotiated transaction. The strengthening of the capital and business alliance is based on the companies' track record of collaboration and the reorganization of the alliance in light of FISCO Ltd.'s change in business policy. |
| Impact on Earnings Forecast | The change in shareholders will have no impact on the Company's management structure or results for the fiscal year ending December 2026. The impact of the strengthened capital and business alliance on results for the fiscal year ending December 2026 is currently under review, and the Company will promptly disclose any matter that should be disclosed in the future. |
| Type of litigation or proceeding | Public announcement concerning an accumulation of shares prescribed by Cabinet Order as conduct equivalent to a tender offer |
| Voting rights ownership percentage before the change | CAICA DIGITAL: directly held, 67,870 voting rights (14.82%); aggregated holdings, 13,273 voting rights (2.90%); total, 81,143 voting rights (17.72%), as of 28 July 2026. JN Group Inc.: directly held, 131,125 voting rights (28.63%); aggregated holdings, 6,795 voting rights (1.48%); total, 137,920 voting rights (30.12%), as of 28 July 2026. |
| Voting rights ownership percentage after the change | CAICA DIGITAL: directly held, 97,245 voting rights (21.23%); aggregated holdings, 13,273 voting rights (2.90%); total, 110,518 voting rights (24.13%), as of 29 July 2026. JN Group Inc.: directly held, 101,750 voting rights (22.22%); aggregated holdings, 6,795 voting rights (1.48%); total, 108,545 voting rights (23.70%), as of 29 July 2026. |
| Outlook | The companies will pursue sales promotion, joint marketing of new products, joint development and research of software and other products, and joint research into interactive screening of investment information using generative AI with CAICA DIGITAL. The impact of the strengthened capital and business alliance on results for the fiscal year ending December 2026 is currently under review. |
| Planned follow-up disclosure | If any matter requiring disclosure arises, it will be disclosed promptly. |
Items this document does not state (14)
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 two companies have built a cooperative relationship through sales promotion, referrals of M&A opportunities and joint research into interactive screening of investment information using generative AI. Under the memorandum, they will promote cross-selling across their customer bases and corporate networks and enhance IR consulting services using generative AI. Provisions relating to cryptoassets and digital assets included in the previous alliance will be reorganized in light of FISCO Ltd.'s change in business policy.