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Share Issuance and Disposal4320CE Holdings Co.,Ltd.Information and Communications, Services and Others

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

As part of the procedure to take the company private, 3,204,500 common shares are scheduled to be consolidated into 1 share, resulting in total issued shares of 4 after the consolidation takes effect. The provision specifying the number of shares in one trading unit will also be abolished, and the Articles of Incorporation will be amended, including changes to the total number of authorized shares.

Worth reading
30Immaterial
Scored from 4 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
3204500
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

発行・処分する株式数

3,204,500 common shares consolidated into 1 share

Offering structure
Major shareholders after the offering
予定 to consist only of SK-03株式会社 and HTIO株式会社
Stock Split RatioShare consolidation ratio: 3,204,500 shares into 1 share; effective date: 15 January 2027 (予定)
Procedures under the Corporate Code of Conduct
Approval is scheduled to be obtained at an extraordinary general meeting of shareholders scheduled for 13 November 2026. An independent special committee was established, and an opinion letter dated 4 August 2026 was obtained. The company also obtained a share valuation report from AGS FAS, an independent third-party valuation institution, as well as advice from an independent law firm and financial adviser.
Impact on Business Performance
The company's shares are予定 to be delisted in connection with the implementation of this share consolidation. In addition, ¥2.9 billion will be recorded as operating revenue in connection with a dividend of retained earnings from a consolidated subsidiary.
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
Number of shares to be issued or disposed of3,204,500 common shares consolidated into 1 share
Total number of issued sharesTo be determined → 4 shares
Stock Split RatioShare consolidation ratio: 3,204,500 shares into 1 share; effective date: 15 January 2027 (予定)
Procedures under the Corporate Code of ConductApproval is scheduled to be obtained at an extraordinary general meeting of shareholders scheduled for 13 November 2026. An independent special committee was established, and an opinion letter dated 4 August 2026 was obtained. The company also obtained a share valuation report from AGS FAS, an independent third-party valuation institution, as well as advice from an independent law firm and financial adviser.
Major shareholders after the offering予定 to consist only of SK-03株式会社 and HTIO株式会社
Impact on Business PerformanceThe company's shares are予定 to be delisted in connection with the implementation of this share consolidation. In addition, ¥2.9 billion will be recorded as operating revenue in connection with a dividend of retained earnings from a consolidated subsidiary.
Items this document does not state (21)
Issue 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 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 implement the conversion into a wholly owned subsidiary and take-private transaction with SK-03株式会社 and HTIO株式会社 as the only shareholders. Following the share consolidation, the total number of issued shares will be 4, eliminating the need to specify the number of shares in one trading unit. In addition, the relevant provisions of the Articles of Incorporation will be revised in connection with the delisting.

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 | CE Holdings Co.,Ltd. (4320) timely disclosure | Komori