Worth reading
68In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
12437852
Shares (number of common shares expected to be issued by the holding company)Wording
Conditional
How definitive the wording is.Decision and Details
Prior disclosure document relating to the share transfer
Decision14 April 2026 (date the share transfer plan was prepared) and 11 June 2026 (date the prior disclosure document was prepared)
Period CoveredFrom 1 October 2026, a holding company structure in which ASNOVA is the wholly owned subsidiary established through the share transfer and ASNOVA Companies is the wholly owning parent company established through the share transfer
Implementation1 October 2026 (scheduled; effective date of the share transfer and date of establishment of the holding company)
Going forwardAn annual general meeting of shareholders is scheduled to be held on 25 June 2026 to seek approval of this plan and other matters. The establishment of the holding company and its listing on the Tokyo Stock Exchange Growth Market and Nagoya Stock Exchange Next Market are scheduled for 1 October 2026.
Amount¥247,477,150 in capital at the time of establishment of the holding company; annual director compensation of no more than ¥200 million; and annual audit and supervisory board member compensation of no more than ¥50 million
Quantity / scale12,437,852 shares expected to be issued by the holding company; 12,438,400 issued shares of ASNOVA; 548 treasury shares; 49,276,800 authorized shares of the holding company; and a share transfer ratio of 1 share of common stock to 1 share of common stock of the holding company
Reason
The primary consideration was that the shareholder composition would remain unchanged before and after the share transfer and that shareholders would not be disadvantaged. In addition, the capital and reserves of the holding company were deemed appropriate in light of its objectives, scale and capital policy, within the scope permitted by applicable laws and regulations.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure document relating to the share transfer |
| Decision Date | 14 April 2026 (date the share transfer plan was prepared) and 11 June 2026 (date the prior disclosure document was prepared) |
| Implementation Date | 1 October 2026 (scheduled; effective date of the share transfer and date of establishment of the holding company) |
| Period Covered | From 1 October 2026, a holding company structure in which ASNOVA is the wholly owned subsidiary established through the share transfer and ASNOVA Companies is the wholly owning parent company established through the share transfer |
| Amount | ¥247,477,150 in capital at the time of establishment of the holding company; annual director compensation of no more than ¥200 million; and annual audit and supervisory board member compensation of no more than ¥50 million |
| Quantity / scale | 12,437,852 shares expected to be issued by the holding company; 12,438,400 issued shares of ASNOVA; 548 treasury shares; 49,276,800 authorized shares of the holding company; and a share transfer ratio of 1 share of common stock to 1 share of common stock of the holding company |
| Reason | The primary consideration was that the shareholder composition would remain unchanged before and after the share transfer and that shareholders would not be disadvantaged. In addition, the capital and reserves of the holding company were deemed appropriate in light of its objectives, scale and capital policy, within the scope permitted by applicable laws and regulations. |
| Governing Rule | Article 803, paragraph 1 of the Companies Act; Article 206 of the Ordinance for Enforcement of the Companies Act; Article 806, paragraph 1 of the Companies Act; and Article 52 of the Ordinance on Company Accounting |
| Related previous disclosures | Share transfer plan prepared on 14 April 2026 |
| Future plans | An annual general meeting of shareholders is scheduled to be held on 25 June 2026 to seek approval of this plan and other matters. The establishment of the holding company and its listing on the Tokyo Stock Exchange Growth Market and Nagoya Stock Exchange Next Market are scheduled for 1 October 2026. |
Items this document does not state (2)
Decision-Making BodyImpact on Business Performance
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 transaction will establish a single wholly owning parent company through a sole share transfer. The primary consideration was that the shareholder composition would remain unchanged before and after the share transfer and that shareholders would not be disadvantaged.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.