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M&A and Subsidiary Changes8793NEC Capital Solutions LimitedFinancials (excluding banks)

Notice Regarding a Change in a Specified Subsidiary

The Company plans to make capital contributions in stages to Workforce Innovation Fund 1 Investment Limited Partnership, bringing its direct or indirect investment interest to 60.1%. As a result, the partnership is expected to become a specified subsidiary of the Company.

Worth reading
42Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
5010
¥ million (expected)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Capital contribution to Workforce Innovation Fund 1 Investment Limited Partnership
CounterpartyWorkforce Innovation Fund 1 Investment Limited Partnership, NVenture Capital株式会社
Disclosing companyNEC Capital Solutions Limited
Workforce Innovation Fund 1 Investment Limited PartnershipVoting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Execution Date / Effective Date16 April 2026 (planned)
Target company

Venture investment business

Location Minato-ku, TokyoDate of incorporation 6 March 2026
Consideration and expenses
Acquisition price¥5,010 million (planned, amount of capital contributions to be received; expected to be up to ¥10,000 million)
Type of ConsiderationCash (capital contribution payment)
Impact on Business Performance

The impact on the Company's consolidated results is expected to be immaterial and will be reflected in the full-year earnings forecast for the fiscal year ending March 2027 (1 April 2026 to 31 March 2027).

Procedures and assumptions
Management structure after acquisitionThe general partner is NVenture Capital株式会社. The representative director is Kunieda Kazuo (國枝和雄). Kunieda Kazuo (國枝和雄), representative director of the Company's consolidated subsidiary NVenture Capital株式会社, will also serve as the representative of the partnership. The corporate name and employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameCapital contribution to Workforce Innovation Fund 1 Investment Limited Partnership
Counterparty nameWorkforce Innovation Fund 1 Investment Limited Partnership, NVenture Capital株式会社
Name of the Subject CompanyWorkforce Innovation Fund 1 Investment Limited Partnership
Business Description of the Subject CompanyVenture investment business
Location of the Subject CompanyMinato-ku, Tokyo
Date of Establishment of the Subject Company6 March 2026
Acquisition price¥5,010 million (planned, amount of capital contributions to be received; expected to be up to ¥10,000 million)
Type of ConsiderationCash (capital contribution payment)
Voting rights ownership percentageAfter 60.1% (the Company's planned direct or indirect investment interest) (before not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results is expected to be immaterial and will be reflected in the full-year earnings forecast for the fiscal year ending March 2027 (1 April 2026 to 31 March 2027).
Execution Date / Effective Date16 April 2026 (planned)
Management structure after acquisitionThe general partner is NVenture Capital株式会社. The representative director is Kunieda Kazuo (國枝和雄). Kunieda Kazuo (國枝和雄), representative director of the Company's consolidated subsidiary NVenture Capital株式会社, will also serve as the representative of the partnership. The corporate name and employee treatment: not disclosed
Items this document does not state (20)
Capital Stock of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

Based on a comprehensive assessment of factors including the percentage interests in the capital of the investment limited partnership and the proportion of authority over its business operations, the partnership is expected to qualify as a specified subsidiary of the Company following a capital contribution payment request from Workforce Innovation Fund 1 Investment Limited Partnership.

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Notice Regarding a Change in a Specified Subsidiary | NEC Capital Solutions Limited (8793) timely disclosure | Komori