Disposal of Treasury Shares Through a Third-Party Allotment, Partial Amendment to the Capital and Business Alliance Agreement, and Change in Major Shareholder Status
SHIKIGAKU.Co.,Ltd. (the filing company), TKP, and Fukutomi Kenji (福冨 謙二)
725,021 common shares of the Company; the organizational consulting business and platform services business using “SHIKIGAKU”; and domestic small and medium-sized companies targeted for M&A, mainly manufacturing companies with outstanding technologies or services
To further strengthen the alliance with TKP and increase corporate value and maximize the benefits of the alliance through business expansion via M&A. The parties will also strengthen the benefits of the alliance and governance by expanding and collaborating on consulting services and granting the right to recommend a candidate for outside director.
Fiscal year ending February 2027 (as the period in which the proceeds are scheduled to be spent)
There is no change to the full-year earnings forecast for the fiscal year ending February 2027 announced on 13 April 2026.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
Fukutomi Kenji (福冨 謙二): 8,697 voting rights (869,700 shares), 10.23% (as stated; 10.34% in the background described in the text), as of 28 February 2026. TKP: 860,500 shares, 10.23%, as of 28 February 2026.
Fukutomi Kenji (福冨 謙二): 8,697 voting rights (869,700 shares), 9.49%. TKP: 1,585,521 shares, 17.36%. Both figures are after the disposal of treasury shares.
Related procedures
Filing under the Financial Instruments and Exchange Act (a procedure subject to effectiveness)
Company response
The Company commissioned Riskmonster.com to investigate any ties to antisocial forces or similar groups and confirmed that no such ties exist.
The disposal of treasury shares is scheduled to take place on 30 April 2026. The proceeds of ¥577,591,947 will be allocated in the fiscal year ending February 2027 to the acquisition of shares in M&A targets, advisory fees, PMI-related expenses and other costs. If no M&A transaction is completed, the proceeds will be allocated to new business investments, such as overseas expansion and hands-on support funds.
If any matter requiring disclosure arises, it will be announced promptly.
| Item | Details |
|---|---|
| Event name | Disposal of Treasury Shares Through a Third-Party Allotment, Partial Amendment to the Capital and Business Alliance Agreement, and Change in Major Shareholder Status |
| Date of occurrence | 14 April 2026 (the date of the Board of Directors resolution and the amendment to the capital and business alliance agreement). The scheduled disposal date for the treasury shares and the scheduled date of the change in major shareholder status are 30 April 2026. |
| Subject Entity | SHIKIGAKU.Co.,Ltd. (the filing company), TKP, and Fukutomi Kenji (福冨 謙二) |
| Target Locations / Products | 725,021 common shares of the Company; the organizational consulting business and platform services business using “SHIKIGAKU”; and domestic small and medium-sized companies targeted for M&A, mainly manufacturing companies with outstanding technologies or services |
| Cause | To further strengthen the alliance with TKP and increase corporate value and maximize the benefits of the alliance through business expansion via M&A. The parties will also strengthen the benefits of the alliance and governance by expanding and collaborating on consulting services and granting the right to recommend a candidate for outside director. |
| Accounting period in which recognized | Fiscal year ending February 2027 (as the period in which the proceeds are scheduled to be spent) |
| Impact on Earnings Forecast | There is no change to the full-year earnings forecast for the fiscal year ending February 2027 announced on 13 April 2026. |
| Type of litigation or proceeding | Filing under the Financial Instruments and Exchange Act (a procedure subject to effectiveness) |
| Investigation structure | The Company commissioned Riskmonster.com to investigate any ties to antisocial forces or similar groups and confirmed that no such ties exist. |
| Voting rights ownership percentage before the change | Fukutomi Kenji (福冨 謙二): 8,697 voting rights (869,700 shares), 10.23% (as stated; 10.34% in the background described in the text), as of 28 February 2026. TKP: 860,500 shares, 10.23%, as of 28 February 2026. |
| Voting rights ownership percentage after the change | Fukutomi Kenji (福冨 謙二): 8,697 voting rights (869,700 shares), 9.49%. TKP: 1,585,521 shares, 17.36%. Both figures are after the disposal of treasury shares. |
| Outlook | The disposal of treasury shares is scheduled to take place on 30 April 2026. The proceeds of ¥577,591,947 will be allocated in the fiscal year ending February 2027 to the acquisition of shares in M&A targets, advisory fees, PMI-related expenses and other costs. If no M&A transaction is completed, the proceeds will be allocated to new business investments, such as overseas expansion and hands-on support funds. |
| Planned follow-up disclosure | If any matter requiring disclosure arises, it will be announced promptly. |
Items this document does not state (12)
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 strengthen the capital and business alliance with TKP and secure funds for non-linear business expansion through M&A. The parties will also strengthen the benefits of the alliance and governance by expanding and collaborating on consulting services, including customer referrals, and by granting TKP the right to recommend 1 candidate for outside director.