Worth reading
78Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
2582349
Shares (common shares newly issued and allotted by HEROZ)Wording
Definitive
How definitive the wording is.Decision and Details
HEROZ Board of Directors, Vario Secure Inc. 11th Annual General Meeting of Shareholders, and Vario Secure Inc. Board of DirectorsPost-event disclosure matters relating to the share exchange
Decision14 April 2026 (date of execution of the share exchange agreement), 27 May 2026 (resolution at Vario Secure Inc.'s general meeting of shareholders), and 16 June 2026 (resolution to cancel treasury shares)
Implementation30 June 2026 (effective date; completed)
AmountIncrease in stated capital: ¥0; increase in retained earnings reserve: ¥0; capital reserve: an amount separately determined by HEROZ in accordance with Article 39 of the Company Accounting Regulations
Quantity / scaleVario Secure Inc. shares transferred: 2,608,434 shares; treasury shares cancelled: 4,427 shares; HEROZ common shares delivered: 2,582,349 shares; share exchange ratio: 0.99 HEROZ common shares for each Vario Secure Inc. common share; total number of Vario Secure Inc. shares issued and outstanding: 4,542,434 shares; Vario Secure Inc. shares held by HEROZ: 1,934,000 shares
Reason
To carry out a share exchange under which HEROZ becomes the wholly owning parent company and Vario Secure Inc. becomes the wholly owned subsidiary
| Item | Details |
|---|---|
| Matter Covered | Post-event disclosure matters relating to the share exchange |
| Decision-Making Body | HEROZ Board of Directors, Vario Secure Inc. 11th Annual General Meeting of Shareholders, and Vario Secure Inc. Board of Directors |
| Decision Date | 14 April 2026 (date of execution of the share exchange agreement), 27 May 2026 (resolution at Vario Secure Inc.'s general meeting of shareholders), and 16 June 2026 (resolution to cancel treasury shares) |
| Implementation Date | 30 June 2026 (effective date; completed) |
| Amount | Increase in stated capital: ¥0; increase in retained earnings reserve: ¥0; capital reserve: an amount separately determined by HEROZ in accordance with Article 39 of the Company Accounting Regulations |
| Quantity / scale | Vario Secure Inc. shares transferred: 2,608,434 shares; treasury shares cancelled: 4,427 shares; HEROZ common shares delivered: 2,582,349 shares; share exchange ratio: 0.99 HEROZ common shares for each Vario Secure Inc. common share; total number of Vario Secure Inc. shares issued and outstanding: 4,542,434 shares; Vario Secure Inc. shares held by HEROZ: 1,934,000 shares |
| Reason | To carry out a share exchange under which HEROZ becomes the wholly owning parent company and Vario Secure Inc. becomes the wholly owned subsidiary |
| Governing Rule | Article 791, paragraph 1, item 2; Article 801, paragraph 3, item 3; Articles 784-2, 785, 787, 789, 796-2, 797, 799 and 783, paragraph 1; Article 795, paragraph 1; Article 796, paragraphs 2 and 3 of the Companies Act; Article 190 of the Ordinance for Enforcement of the Companies Act; Article 39 of the Company Accounting Regulations; and Article 155, paragraph 2 and Article 161, paragraph 2 of the Act on Book-Entry Transfer of Company Bonds and Shares |
Items this document does not state (4)
Period CoveredImpact on Business PerformanceRelated previous disclosuresFuture plans
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 HEROZ the wholly owning parent company and Vario Secure Inc. its wholly owned subsidiary pursuant to the share exchange agreement.
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.