Details of issuance or disposal
Share Consolidation
Consolidation of common shares at a ratio of 819,100 shares to 1 share
| Item | Details |
|---|---|
| Type of issuance or disposal | Share Consolidation |
| Number of shares to be issued or disposed of | Consolidation of common shares at a ratio of 819,100 shares to 1 share |
| Intended allottee | 株式会社ATRA and 株式会社シティインデックスファースト (shareholders after the share consolidation) |
| Total number of issued shares | 8,445,125 shares → 10 shares(Approximately 99.9999% decrease) |
| Basis for determining the amount to be paid | The expected cash payment for fractions of less than 1 share is ¥1,070. This represents a 47.79% premium to the closing price of ¥724 on 30 October 2025, a 51.99% premium to the average closing price of ¥704 over the most recent 1-month period, a 51.77% premium to the average closing price of ¥705 over the most recent 3-month period, and a 65.38% premium to the average closing price of ¥647 over the most recent 6-month period. It represents a 3.18% premium to the closing price of ¥1,037 on 19 May 2026 and a 1.52% premium to the average closing price of ¥1,054 over the most recent 1-month period, as well as a 2.55% discount to the average closing price of ¥1,098 over the most recent 3-month period and a 9.40% discount to the average closing price of ¥1,181 over the most recent 6-month period. |
| Stock Split Ratio | Consolidation of 819,100 shares into 1 share. The effective date is 13 July 2026 (予定). |
| Procedures under the Corporate Code of Conduct | An independent third-party valuation report on the Company's share value from KPMG, advice from an independent law firm, and the establishment of a special committee comprising 3 independent outside directors, which has obtained an opinion report. A special resolution at a shareholders meeting is予定. |
| Major shareholders after the offering | Name 株式会社ATRA / Shareholding ratio Not disclosed, Name 株式会社シティインデックスファースト / Shareholding ratio Not disclosed |
| Impact on Business Performance | The Company expects that taking the Company private will reduce the costs of maintaining its listing and enable more effective use of management resources. On the other hand, business reforms and proactive upfront investment may create risks such as a short-term decline in profitability and deterioration in cash flow. |
Items this document does not state (19)
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 limit the shareholders to 株式会社ATRA and 株式会社シティインデックスファースト and take the Company's shares private. The objectives are to enable agile decision-making without being constrained by short-term market valuations, increase management flexibility, reduce the costs of maintaining the listing, and pursue business restructuring and investment in growth markets.