Komori
Share Issuance and Disposal4384RAKSUL INC.Information and Communications, Services and Others

Notice Concerning the Resolution Approving the Share Consolidation, the Abolition of the Provisions on the Number of Shares per Share Unit, and Partial Amendments to the Articles of Incorporation

At an extraordinary general meeting of shareholders, resolutions were approved to consolidate 28,000,000 shares into 1 share, abolish the provisions on the number of shares constituting one unit, and partially amend the Articles of Incorporation. Following the share consolidation, the total number of issued shares will be 2, and the Company is scheduled to be delisted on 29 May 2026.

Worth reading
37Immaterial
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
28000000
Share consolidation into 1 share for every [unspecified number] shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share Consolidation

発行・処分する株式数

Consolidation of common shares into 1 share for every 28,000,000 shares

Offering structure
Major shareholders after the offering
R1株式会社 (expected to become the holder of 1 or more shares after the share consolidation becomes effective; ownership ratio not disclosed)
Categories and Number of Persons Covered
The Company's directors (number not disclosed): 17,130 restricted shares
Intended allottee's holding policy
R1株式会社 is expected to become the purchaser of the shares corresponding to the fractional shares.
Reason for acquisition without consideration
The Company is scheduled to acquire without consideration 17,130 restricted shares granted to directors by 1 June 2026.
Basis for determining the amount to be paid
The sale price of the fractional shares is scheduled to be set based on ¥1,900, the same as the tender offer price.
Procedures under the Corporate Code of Conduct
The proposals on the share consolidation and the amendments to the Articles of Incorporation were approved at the extraordinary general meeting of shareholders.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare Consolidation
Number of shares to be issued or disposed ofConsolidation of common shares into 1 share for every 28,000,000 shares
Intended allottee's holding policyR1株式会社 is expected to become the purchaser of the shares corresponding to the fractional shares.
Total number of issued shares59,584,826 shares (before the effective date) → 2 shares (after the effective date)
Basis for determining the amount to be paidThe sale price of the fractional shares is scheduled to be set based on ¥1,900, the same as the tender offer price.
Reason for acquisition without considerationThe Company is scheduled to acquire without consideration 17,130 restricted shares granted to directors by 1 June 2026.
Categories and Number of Persons CoveredThe Company's directors (number not disclosed): 17,130 restricted shares
Procedures under the Corporate Code of ConductThe proposals on the share consolidation and the amendments to the Articles of Incorporation were approved at the extraordinary general meeting of shareholders.
Major shareholders after the offeringR1株式会社 (expected to become the holder of 1 or more shares after the share consolidation becomes effective; ownership ratio not disclosed)
Items this document does not state (19)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allotteeDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingImpact on Business Performance

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 reduce the shares held by shareholders other than the tender offeror to fractional shares of less than 1 share and complete the transaction so that the tender offeror becomes the Company's sole shareholder. In addition, following the share consolidation, it will no longer be necessary to specify the number of shares constituting one unit, and the delisting will eliminate the need for provisions in the Articles of Incorporation concerning the record date and the electronic provision system.

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Notice Concerning the Resolution Approving the Share Consolidation, the Abolition of the Provisions on the Number of Shares per Share Unit, and Partial Amendments to the Articles of Incorporation | ラクスル (4384) timely disclosure | Komori