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Share Issuance and Disposal4420eSOL Co.,Ltd.Information and Communications, Services and Others

Notice of an Extraordinary General Meeting of Shareholders Concerning a Share Consolidation, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation

To privatize the company following the MBO, a proposal will be submitted to the extraordinary general meeting of shareholders to consolidate 1,200,000 common shares into 1 share, resulting in 16 issued shares. The unit share system will also be abolished and the Articles of Incorporation amended.

Worth reading
29Immaterial
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
1200000
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share consolidation and abolition of the unit share system

発行・処分する株式数

1,200,000 shares consolidated into 1 share

Offering structure
Major shareholders after the offering
Expected to consist only of 株式会社BCJ-110 and the shareholders who have agreed not to tender
Stock Split RatioShare consolidation: 1,200,000 shares into 1 share; effective date: 6 January 2027
Procedures under the Corporate Code of Conduct
An independent special committee was established, and a share valuation report was obtained from Mizuho Securities, along with legal advice from Hibiya Park Law Offices. The special committee submitted a report dated 1 September 2026 stating that the transaction was fair to general shareholders. All 5 directors without conflicts of interest approved the transaction.
Impact on Business Performance
The Company's shares are expected to be delisted in connection with the implementation of this share consolidation
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare consolidation and abolition of the unit share system
Number of shares to be issued or disposed of1,200,000 shares consolidated into 1 share
Total number of issued shares19,714,858 shares → 16 shares
Stock Split RatioShare consolidation: 1,200,000 shares into 1 share; effective date: 6 January 2027
Procedures under the Corporate Code of ConductAn independent special committee was established, and a share valuation report was obtained from Mizuho Securities, along with legal advice from Hibiya Park Law Offices. The special committee submitted a report dated 1 September 2026 stating that the transaction was fair to general shareholders. All 5 directors without conflicts of interest approved the transaction.
Major shareholders after the offeringExpected to consist only of 株式会社BCJ-110 and the shareholders who have agreed not to tender
Impact on Business PerformanceThe Company's shares are expected to be delisted in connection with the implementation of this share consolidation
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 leave the shareholders following the tender offer consisting only of the tender offeror and the shareholders who have agreed not to tender, and to privatize and delist the company's shares. The unit share system will be abolished because, following the share consolidation, the number of issued shares will be 16 and there will no longer be a need to establish one.

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 of an Extraordinary General Meeting of Shareholders Concerning a Share Consolidation, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation | eSOL Co.,Ltd. (4420) timely disclosure | Komori