Decision and Details
Board of Directors meeting held on 6 August 2026Share consolidation (the share consolidation)
To make Culture Convenience Club Co., Ltd. the sole shareholder, as shareholders other than Culture Convenience Club Co., Ltd. remained after the tender offer. The company also intends to accelerate its business development by leveraging the expertise and resources of the Culture Convenience Club Group.
No amount of the impact of the share consolidation itself on business performance is stated. The company explains that the transaction is expected to enhance corporate value.
| Item | Details |
|---|---|
| Matter Covered | Share consolidation (the share consolidation) |
| Decision-Making Body | Board of Directors meeting held on 6 August 2026 |
| Decision Date | 6 August 2026 |
| Implementation Date | 1 October 2026 (scheduled effective date) |
| Period Covered | From the effective date onward (no end date stated) |
| Amount | Cash to be paid for fractional shares: number of shares held by each affected shareholder × ¥1,420 (scheduled) |
| Quantity / scale | 1,200,000 shares consolidated into 1 share; 32 shares as the total number of authorized shares as of the effective date; 215,854 treasury shares to be cancelled as of 30 September 2026, subject to approval at the shareholders meeting |
| Impact on Business Performance | No amount of the impact of the share consolidation itself on business performance is stated. The company explains that the transaction is expected to enhance corporate value. |
| Reason | To make Culture Convenience Club Co., Ltd. the sole shareholder, as shareholders other than Culture Convenience Club Co., Ltd. remained after the tender offer. The company also intends to accelerate its business development by leveraging the expertise and resources of the Culture Convenience Club Group. |
| Governing Rule | Article 182-2, paragraph 1 of the Companies Act; Article 33-9 of the Regulation for Enforcement of the Companies Act; Article 180, paragraph 2, Article 235, and Article 234, paragraph 2 of the Companies Act; proviso to Article 24, paragraph 1 of the Financial Instruments and Exchange Act |
| Related previous disclosures | 15 May 2026, “Notice Regarding the Opinion in Favor of and Recommendation to Tender Shares in the Tender Offer for the Company’s Share Certificates, etc. by Culture Convenience Club Co., Ltd.”; 26 May 2026, “(Correction) Notice Regarding Partial Correction to the ‘Notice Regarding the Opinion in Favor of and Recommendation to Tender Shares in the Tender Offer for the Company’s Share Certificates, etc. by Culture Convenience Club Co., Ltd.’”; 30 June 2026, “Notice Regarding the Results of the Tender Offer for the Company’s Shares by Culture Convenience Club Co., Ltd. and Changes in the Parent Company, Largest Major Shareholder, and Major Shareholders” |
| Future plans | Extraordinary shareholders meeting scheduled for 28 August 2026; delisting scheduled for 29 September 2026; treasury shares scheduled to be cancelled on 30 September 2026; share consolidation scheduled to take effect on 1 October 2026; application to the court for permission to sell fractional shares scheduled to be filed around mid-October 2026; fractional shares scheduled to be sold to Culture Convenience Club Co., Ltd. around early November 2026; sale proceeds scheduled to be paid to shareholders from around mid-January to mid-February 2027 |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Because the company was unable to acquire all shares through the tender offer, the transaction will be carried out as a squeeze-out procedure to make Culture Convenience Club Co., Ltd. the sole shareholder and become its consolidated subsidiary. The company explains that it expects to accelerate the growth of its Jimoty Spot business and other operations by leveraging the franchise management expertise and management resources of the Culture Convenience Club Group.