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M&A and Subsidiary Changes4666PARK24 Co.,Ltd.Real Estate

Notice Regarding a Change in a Specified Subsidiary (Liquidation)

The Company has decided to commence Members' Voluntary Liquidation (MVL) procedures under UK law for two UK intermediate holding companies. In connection with this, the UK subsidiaries will be reorganized to report directly to タイムズ24株式会社, and the Company will withdraw from its UK business centered on large-scale, long-term leases, continuing operations at a minimal scale.

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This transaction

Members' Voluntary Liquidation(MVL)
Disclosing companyPARK24 Co.,Ltd.
PARK24 INTERNATIONAL LIMITED, MEIF Ⅱ CP HOLDINGS 2 LIMITEDSubject of this transactionVoting rights ownership percentage Before PARK24 INTERNATIONAL LIMITED: タイムズ24株式会社 100%, MEIF Ⅱ CP HOLDINGS 2 LIMITED: PARK24 INTERNATIONAL LIMITED 51%, タイムズ24株式会社 49% (after not disclosed)
Date of board resolution17 March 2026
Execution Date / Effective DateLiquidation procedures are scheduled to commence in accordance with applicable local laws. The specific timing of completion of the liquidation is currently undecided.
Target company

Intermediate holding company in the UK, Intermediate holding company in the UK

Location London, United Kingdom, London, United KingdomShare capital £626,716 thousand (as of the end of January 2026), £499,470 thousand (as of the end of January 2026)Date of incorporation 20 July 2017, 1 March 2007
Net Sales£1,100 thousand (fiscal year ended September 2025), — thousand pounds sterling (fiscal year ended September 2025)
Operating profitOperating loss of £3,437 thousand (fiscal year ended September 2025), Operating loss of £1,038 thousand (fiscal year ended September 2025)
Net income for the current fiscal yearNet loss of £3,467 thousand (fiscal year ended September 2025), £1,520 thousand (fiscal year ended September 2025)
Net assetsNet assets of £4,453 thousand (fiscal year ended September 2025), Net assets deficit of £413,055 thousand (fiscal year ended September 2025)
Consideration and expenses
Amount of extraordinary income (loss)For information on the recognition of extraordinary loss and deferred income tax benefit, refer to the separately disclosed Notice Regarding the Recognition of Extraordinary Loss and Deferred Income Tax Benefit and the Revision of the Consolidated Earnings Forecast for the Fiscal Year Ending October 2026 (Interim and Full-Year).
Impact on Business Performance

For information on the impact of the reorganization of the UK business on consolidated results, refer to the separately disclosed Notice Regarding the Recognition of Extraordinary Loss and Deferred Income Tax Benefit and the Revision of the Consolidated Earnings Forecast for the Fiscal Year Ending October 2026 (Interim and Full-Year).

Procedures and assumptions
Conditions Precedent to ExecutionCommencement of Members' Voluntary Liquidation (MVL) under UK insolvency law and liquidation procedures in accordance with applicable local laws
Management structure after acquisitionTIMES24 UK LIMITED and S&K CAR PARK MANAGEMENT LTD will be reorganized to report directly to タイムズ24株式会社. The Company aims to continue its UK operations at a minimal scale, centered on the UK version of TP, which uses small-scale, short-term lease agreements, while withdrawing from the UK business centered on parking facilities under large-scale, long-term lease agreements.
This transaction
ItemDetails
Transaction nameMembers' Voluntary Liquidation(MVL)
Name of the Subject CompanyPARK24 INTERNATIONAL LIMITED, MEIF Ⅱ CP HOLDINGS 2 LIMITED
Business Description of the Subject CompanyIntermediate holding company in the UK, Intermediate holding company in the UK
Location of the Subject CompanyLondon, United Kingdom, London, United Kingdom
Capital Stock of the Subject Company£626,716 thousand (as of the end of January 2026), £499,470 thousand (as of the end of January 2026)
Date of Establishment of the Subject Company20 July 2017, 1 March 2007
Net Sales of the Subject Company£1,100 thousand (fiscal year ended September 2025), — thousand pounds sterling (fiscal year ended September 2025)
Operating Profit of the Subject CompanyOperating loss of £3,437 thousand (fiscal year ended September 2025), Operating loss of £1,038 thousand (fiscal year ended September 2025)
Net Income of the Subject CompanyNet loss of £3,467 thousand (fiscal year ended September 2025), £1,520 thousand (fiscal year ended September 2025)
Net Assets of the Subject CompanyNet assets of £4,453 thousand (fiscal year ended September 2025), Net assets deficit of £413,055 thousand (fiscal year ended September 2025)
Voting rights ownership percentageBefore PARK24 INTERNATIONAL LIMITED: タイムズ24株式会社 100%, MEIF Ⅱ CP HOLDINGS 2 LIMITED: PARK24 INTERNATIONAL LIMITED 51%, タイムズ24株式会社 49% (after not disclosed)
Amount of extraordinary income (loss)For information on the recognition of extraordinary loss and deferred income tax benefit, refer to the separately disclosed Notice Regarding the Recognition of Extraordinary Loss and Deferred Income Tax Benefit and the Revision of the Consolidated Earnings Forecast for the Fiscal Year Ending October 2026 (Interim and Full-Year).
Impact on Business PerformanceFor information on the impact of the reorganization of the UK business on consolidated results, refer to the separately disclosed Notice Regarding the Recognition of Extraordinary Loss and Deferred Income Tax Benefit and the Revision of the Consolidated Earnings Forecast for the Fiscal Year Ending October 2026 (Interim and Full-Year).
Date of board resolution17 March 2026
Execution Date / Effective DateLiquidation procedures are scheduled to commence in accordance with applicable local laws. The specific timing of completion of the liquidation is currently undecided.
Conditions Precedent to ExecutionCommencement of Members' Voluntary Liquidation (MVL) under UK insolvency law and liquidation procedures in accordance with applicable local laws
Management structure after acquisitionTIMES24 UK LIMITED and S&K CAR PARK MANAGEMENT LTD will be reorganized to report directly to タイムズ24株式会社. The Company aims to continue its UK operations at a minimal scale, centered on the UK version of TP, which uses small-scale, short-term lease agreements, while withdrawing from the UK business centered on parking facilities under large-scale, long-term lease agreements.
Items this document does not state (15)
Counterparty nameAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountContract DateValuation methodologyIndependent valuation institutionSpecial Committee

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.

In light of the development status of the UK version of Times Parking and other factors, the Company determined that it would be difficult to make additional investments. In addition, NATIONAL CAR PARKS LIMITED, which operates a parking business in the UK, commenced administration proceedings. Accordingly, the Company decided to liquidate the two intermediate holding companies.

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Notice Regarding a Change in a Specified Subsidiary (Liquidation) | PARK24 Co.,Ltd. (4666) timely disclosure | Komori