Komori
Share Issuance and Disposal4722Future CorporationInformation and Communications, Services and Others

Notice Regarding the Convening of an Extraordinary General Meeting of Shareholders Concerning a Share Consolidation, the Abolition of the Provision Specifying the Number of Shares Constituting One Unit, Partial Amendments to the Articles of Incorporation, and a Reduction in Stated Capital

As the second stage of the MBO, the company will submit proposals to an extraordinary general meeting of shareholders, including a consolidation of 10,000,000 common shares into 1 share effective 25 December 2026, reducing the total number of issued shares from 88,679,121 to 8. The company also plans to abolish the unit share system, reduce capital from ¥4 billion to ¥100 million, and delist on 23 December 2026.

Worth reading
30Immaterial
Scored from 4 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
88.679113
Decrease of million shares (share consolidation)
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 10,000,000 common shares into 1 share

Offering structure
Major shareholders after the offering
株式会社キーウェスト・ネットワーク (expected to become the sole shareholder after the share consolidation)
Stock Split RatioConsolidation of 1 share into 10,000,000 shares, effective date: 25 December 2026 (planned)
Procedures under the Corporate Code of Conduct
A special committee consisting of 3 independent outside directors was established and an opinion report was obtained. Valuation reports were obtained from 2 independent third-party valuation firms, and a fairness opinion was obtained from 1 of them. All 11 directors without conflicts of interest approved the transaction.
Impact on Business Performance
The reduction in capital will have no impact on the company's financial results. The company is expected to be delisted on 23 December 2026 as a result of the share consolidation.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare Consolidation
Number of shares to be issued or disposed ofConsolidation of 10,000,000 common shares into 1 share
Total number of issued shares88,679,121 shares → 8 shares
Stock Split RatioConsolidation of 1 share into 10,000,000 shares, effective date: 25 December 2026 (planned)
Procedures under the Corporate Code of ConductA special committee consisting of 3 independent outside directors was established and an opinion report was obtained. Valuation reports were obtained from 2 independent third-party valuation firms, and a fairness opinion was obtained from 1 of them. All 11 directors without conflicts of interest approved the transaction.
Major shareholders after the offering株式会社キーウェスト・ネットワーク (expected to become the sole shareholder after the share consolidation)
Impact on Business PerformanceThe reduction in capital will have no impact on the company's financial results. The company is expected to be delisted on 23 December 2026 as a result of the 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.

The purpose is to make the tender offeror the sole shareholder on the company's shareholder register and take the company private. Following the delisting, the company will seek to enhance corporate value by pursuing research and development investment in advanced technologies, human resources investment, structural reform and strategic M&A without being affected by short-term stock market valuations. The reduction in capital is intended to enable the application of tax rules appropriate to the scale of the business, maintain financial soundness, and ensure flexibility and agility in capital policy.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.