Decision and Details
Share exchange with 株式会社シテイー・ロード
Advance disclosure pursuant to Article 794, Paragraph 1 of the Companies Act and Article 193 of the Ordinance for Enforcement of the Companies Act. The exchange consideration was deemed appropriate with reference to the valuation results provided by an independent valuation institution and based on the financial condition, asset position, financial forecasts and other future outlook of both companies.
| Item | Details |
|---|---|
| Matter Covered | Share exchange with 株式会社シテイー・ロード |
| Decision Date | 3 July 2026 (date of execution of the share exchange agreement) |
| Implementation Date | 2 October 2026 (scheduled effective date) |
| Amount | Increase in stated capital: ¥0; increase in capital reserve: the minimum amount required under applicable laws and regulations; increase in retained earnings reserve: ¥0 |
| Quantity / scale | Share exchange ratio: 26.16 日本創発グループ common shares for each シテイー・ロード common share; shares to be delivered: 392,400; number of shares subject to the exchange: 15,000 |
| Reason | Advance disclosure pursuant to Article 794, Paragraph 1 of the Companies Act and Article 193 of the Ordinance for Enforcement of the Companies Act. The exchange consideration was deemed appropriate with reference to the valuation results provided by an independent valuation institution and based on the financial condition, asset position, financial forecasts and other future outlook of both companies. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 796, Paragraph 2 of the Companies Act; Article 234 of the Companies Act |
| Future plans | The share exchange is scheduled to take effect on 2 October 2026. シテイー・ロード will seek shareholder approval of the agreement at a general meeting of shareholders by the day before the effective date. |
Items this document does not state (4)
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.This is advance disclosure pursuant to Article 794, Paragraph 1 of the Companies Act and Article 193 of the Ordinance for Enforcement of the Companies Act. The exchange consideration was deemed appropriate based on the valuation results provided by an independent valuation institution and the financial condition, asset position and future outlook of both companies.