Results of the Tender Offer for the Company's Shares and Other Securities by 株式会社JG44 and Changes in the Parent Company, Largest Shareholder Among the Major Shareholders, and Major Shareholders
ＨＹＵＧＡ ＰＲＩＭＡＲＹ ＣＡＲＥ株式会社, 株式会社JG44, JGIA３号投資事業有限責任組合, and Kuroki Tetsushi (黒木 哲史)
The Company's common shares and the 3rd, 4th and 5th Stock Acquisition Rights
Because the total number of shares and other securities tendered, 3,864,488 shares, was at least the minimum tender offer amount of 1,518,400 shares
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.
株式会社JG44: 0 units, 0%; JGIA３号投資事業有限責任組合: 0 units, 0%; Kuroki Tetsushi (黒木 哲史): 13,572 units, 18.27% (voting rights ownership ratios based on the 기준 as of 30 June 2026)
株式会社JG44: 38,644 units, 52.03%; JGIA３号投資事業有限責任組合: 38,644 units, 52.03% (indirect ownership); Kuroki Tetsushi (黒木 哲史): 4,930 units, 6.64%
Related procedures
Tender offer
Tokyo Stock Exchange
After settlement begins on 17 November 2026, if it can be confirmed that all conditions precedent have been satisfied, the Company plans to conduct a tender offer for its treasury shares beginning on the next business day, 18 November 2026. The Company then plans to undertake a series of procedures that will leave its shareholders consisting only of the tender offeror and the non-tendering shareholders, after which the Company's shares are expected to be delisted.
The Company will consult with the tender offeror regarding the specific procedures and timing going forward and will promptly disclose them once decided.
| Item | Details |
|---|---|
| Event name | Results of the Tender Offer for the Company's Shares and Other Securities by 株式会社JG44 and Changes in the Parent Company, Largest Shareholder Among the Major Shareholders, and Major Shareholders |
| Date of occurrence | 10 November 2026 (tender offer closing date) |
| Date recognized / date notice received | 11 November 2026 (date on which the tender offeror reported the results) |
| Subject Entity | ＨＹＵＧＡ ＰＲＩＭＡＲＹ ＣＡＲＥ株式会社, 株式会社JG44, JGIA３号投資事業有限責任組合, and Kuroki Tetsushi (黒木 哲史) |
| Target Locations / Products | The Company's common shares and the 3rd, 4th and 5th Stock Acquisition Rights |
| Cause | Because the total number of shares and other securities tendered, 3,864,488 shares, was at least the minimum tender offer amount of 1,518,400 shares |
| Type of litigation or proceeding | Tender offer |
| Court or authority | Tokyo Stock Exchange |
| Voting rights ownership percentage before the change | 株式会社JG44: 0 units, 0%; JGIA３号投資事業有限責任組合: 0 units, 0%; Kuroki Tetsushi (黒木 哲史): 13,572 units, 18.27% (voting rights ownership ratios based on the 기준 as of 30 June 2026) |
| Voting rights ownership percentage after the change | 株式会社JG44: 38,644 units, 52.03%; JGIA３号投資事業有限責任組合: 38,644 units, 52.03% (indirect ownership); Kuroki Tetsushi (黒木 哲史): 4,930 units, 6.64% |
| Outlook | After settlement begins on 17 November 2026, if it can be confirmed that all conditions precedent have been satisfied, the Company plans to conduct a tender offer for its treasury shares beginning on the next business day, 18 November 2026. The Company then plans to undertake a series of procedures that will leave its shareholders consisting only of the tender offeror and the non-tendering shareholders, after which the Company's shares are expected to be delisted. |
| Planned follow-up disclosure | The Company will consult with the tender offeror regarding the specific procedures and timing going forward and will promptly disclose them once decided. |
Items this document does not state (13)
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.Because the total number of shares and other securities tendered was at least the minimum tender offer amount of 1,518,400 shares.