Results of the Tender Offer for Our Shares by SI合同会社 and Changes in the Major Shareholder and Other Affiliated Company
Sun Frontier Fudousan Co.,Ltd., SI合同会社 and ITOCHU Corporation
Common shares of Sun Frontier Fudousan Co.,Ltd.
The total number of shares tendered, 7,768,279, exceeded the maximum number to be purchased, 6,656,900. In addition, ITOCHU Corporation's subscription for a third-party allotment and the tender offer caused its voting rights ownership ratio to exceed the applicable threshold.
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.
SI合同会社: 0 voting rights, 0%. ITOCHU Corporation: 55,000 voting rights, 9.60%, based on the total number of voting rights held by all shareholders as of 1 April 2026, which was 573,107.
SI合同会社: 66,569 voting rights, 11.62%. ITOCHU Corporation: 55,000 voting rights, or 9.60%, held directly; 66,569 voting rights, or 11.62%, attributable to SI合同会社 and included in the aggregate; and 121,569 voting rights in total, or 21.21%, based on 1 April 2026. The disclosure concerning the change in the equity-method affiliate relationship states ITOCHU Corporation's post-change ownership ratio as 22.45%.
Related procedures
Tender offer
Tender offer procedures under the Financial Instruments and Exchange Act involving the Financial Services Agency and the Tokyo Stock Exchange
¥18,639 million in acquisition cost under the tender offer, excluding advisory fees and other expenses
The changes are scheduled to take effect on the settlement commencement date, 16 April 2026. There is no change from the previously disclosed information regarding the policy following the tender offer or the outlook, and the listing of Sun Frontier Fudousan Co.,Ltd. shares on the Tokyo Stock Exchange Prime Market is expected to be maintained.
| Item | Details |
|---|---|
| Event name | Results of the Tender Offer for Our Shares by SI合同会社 and Changes in the Major Shareholder and Other Affiliated Company |
| Date of occurrence | 9 April 2026 (the date the tender offer ended) |
| Date recognized / date notice received | 10 April 2026 (the date results were reported by the tender offeror parties) |
| Subject Entity | Sun Frontier Fudousan Co.,Ltd., SI合同会社 and ITOCHU Corporation |
| Target Locations / Products | Common shares of Sun Frontier Fudousan Co.,Ltd. |
| Cause | The total number of shares tendered, 7,768,279, exceeded the maximum number to be purchased, 6,656,900. In addition, ITOCHU Corporation's subscription for a third-party allotment and the tender offer caused its voting rights ownership ratio to exceed the applicable threshold. |
| Amount of Impact on Business Performance | ¥18,639 million in acquisition cost under the tender offer, excluding advisory fees and other expenses |
| Type of litigation or proceeding | Tender offer |
| Court or authority | Tender offer procedures under the Financial Instruments and Exchange Act involving the Financial Services Agency and the Tokyo Stock Exchange |
| Voting rights ownership percentage before the change | SI合同会社: 0 voting rights, 0%. ITOCHU Corporation: 55,000 voting rights, 9.60%, based on the total number of voting rights held by all shareholders as of 1 April 2026, which was 573,107. |
| Voting rights ownership percentage after the change | SI合同会社: 66,569 voting rights, 11.62%. ITOCHU Corporation: 55,000 voting rights, or 9.60%, held directly; 66,569 voting rights, or 11.62%, attributable to SI合同会社 and included in the aggregate; and 121,569 voting rights in total, or 21.21%, based on 1 April 2026. The disclosure concerning the change in the equity-method affiliate relationship states ITOCHU Corporation's post-change ownership ratio as 22.45%. |
| Outlook | The changes are scheduled to take effect on the settlement commencement date, 16 April 2026. There is no change from the previously disclosed information regarding the policy following the tender offer or the outlook, and the listing of Sun Frontier Fudousan Co.,Ltd. shares on the Tokyo Stock Exchange Prime Market is expected to be maintained. |
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.The total number of shares tendered, 7,768,279, exceeded the maximum number to be purchased of 6,656,900, so the purchases were made on a pro rata basis. In addition, as a result of ITOCHU Corporation's subscription for a third-party allotment and the tender offer, its voting rights ownership ratio exceeded the thresholds for a major shareholder and an other affiliated company.