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Share Issuance and Disposal7082Jimoty,Inc.Information and Communications, Services and Others

Notice of the Convening 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

The company decided to submit to an extraordinary general meeting of shareholders a proposal to consolidate 1.2 million common shares into 1 share, abolish the provisions on share unit size and amend the Articles of Incorporation in preparation for becoming a wholly owned subsidiary after the tender offer. Following the consolidation, the total number of issued shares will be 8, and the company is scheduled to be delisted on 29 September 2026.

Worth reading
30Immaterial
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, abolition of provisions on share unit size and partial amendments to the Articles of Incorporation

Terms of the stock acquisition rights
Number of Stock Acquisition Rights
425 units (representing 85,000 underlying shares); unexercised balance: Not disclosed
Stock Split RatioConsolidation of 1,200,000 shares into 1 share. Effective date: 1 October 2026 (scheduled)
Procedures under the Corporate Code of Conduct
The share consolidation and partial amendments to the Articles of Incorporation will be submitted to an extraordinary general meeting of shareholders scheduled for 28 August 2026. An independent special committee was established and an opinion report was obtained. All 3 disinterested directors voted in favor, and all 3 auditors expressed no objection.
Impact on Business Performance
The company is scheduled to be delisted as a result of the share consolidation.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare consolidation, abolition of provisions on share unit size and partial amendments to the Articles of Incorporation
Total number of issued shares9,754,972 shares (before the share consolidation takes effect and after cancellation of 215,854 treasury shares) → 8 shares (after the share consolidation takes effect)
Number of Stock Acquisition Rights425 units (representing 85,000 underlying shares); unexercised balance: Not disclosed
Stock Split RatioConsolidation of 1,200,000 shares into 1 share. Effective date: 1 October 2026 (scheduled)
Procedures under the Corporate Code of ConductThe share consolidation and partial amendments to the Articles of Incorporation will be submitted to an extraordinary general meeting of shareholders scheduled for 28 August 2026. An independent special committee was established and an opinion report was obtained. All 3 disinterested directors voted in favor, and all 3 auditors expressed no objection.
Impact on Business PerformanceThe company is scheduled to be delisted as a result of the share consolidation.
Items this document does not state (22)
Number of shares to be issued or disposed ofIssue 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 periodTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMost recent equity financingMajor shareholders after the offering

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.

Following the tender offer by カルチュア・コンビニエンス・クラブ株式会社, the company will eliminate all shareholders other than that company in order to become its wholly owned subsidiary and go private. Fractional shares resulting from the share consolidation will be sold to that company, and shareholders are scheduled to receive cash based on ¥1,420 per share, the same as the tender offer price.

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 the Convening 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 | Jimoty,Inc. (7082) timely disclosure | Komori