Worth reading
28Immaterial
Scored from 4 of 5 sectionsDirection
Mixed performance
Direction inferred from the company’s description.Scale
1964098
Share consolidation into 1 share for every [unspecified number] sharesWording
Conditional
How definitive the wording is.Details of issuance or disposal
Share Consolidation
発行・処分する株式数
Consolidation at a ratio of 1 share for every 1,964,098 shares of common stock; a decrease of 10,008,258 in the total number of issued shares
Offering structure
Major shareholders after the offering
株式会社BCJ-102 (the tender offeror) is expected to become the sole shareholder after the share consolidation. Ownership ratio: Not disclosed
Procedures under the Corporate Code of Conduct
A special committee consisting of 3 independent outside directors was established, and an opinion report was obtained. A share valuation report was obtained from an independent third-party valuation institution. All directors without conflicts of interest approved the transaction, and all corporate auditors stated that they had no objection.
Impact on Business Performance
No specific financial impact of the share consolidation and delisting is stated.
| Item | Details |
|---|---|
| Type of issuance or disposal | Share Consolidation |
| Number of shares to be issued or disposed of | Consolidation at a ratio of 1 share for every 1,964,098 shares of common stock; a decrease of 10,008,258 in the total number of issued shares |
| Total number of issued shares | 10,008,263 shares (before the effective date) → 5 shares (after the effective date) |
| Procedures under the Corporate Code of Conduct | A special committee consisting of 3 independent outside directors was established, and an opinion report was obtained. A share valuation report was obtained from an independent third-party valuation institution. All directors without conflicts of interest approved the transaction, and all corporate auditors stated that they had no objection. |
| Major shareholders after the offering | 株式会社BCJ-102 (the tender offeror) is expected to become the sole shareholder after the share consolidation. Ownership ratio: Not disclosed |
| Impact on Business Performance | No specific financial impact of the share consolidation and delisting is stated. |
Items this document does not state (22)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allotteeIntended allottee's holding policyDilution RateBasis for determining the amount to be paidExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financing
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.Because the tender offeror was unable to acquire all of the shares even after the tender offer and did not achieve an ownership ratio of at least 90% of the voting rights, the purpose is to make the tender offeror the Company's sole shareholder and take the Company's shares private. The share unit system will be abolished because the total number of issued shares after the share consolidation will be 5, eliminating the need to specify a share unit number.
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.