Issuance of class shares, common shares and share acquisition rights through a third-party allotment under the corporate reorganization plan, partial amendments to the Articles of Incorporation, and the potential change in major shareholders
TOSHIN HOLDINGS CO.,LTD
Accounting misconduct, deterioration in the financial position, the maturity of borrowings and the failure to select a sponsor
The total subscription price of ¥4,670,590,400 for the third-party allotment subject to this cash investment is an indicative amount based on certain assumptions. The actual subscription price has not been determined. The estimated issuance expenses are ¥69,000,000. Accounting classification: Not disclosed
The transaction is scheduled to be executed after the court approval of the corporate reorganization plan becomes final. The specific accounting period is Not disclosed
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.
Founder and related parties: approximately 46%
Founder and related parties: approximately 26%; approximately 20% if the third-party allotment subject to this DES is completed in full
Related procedures
Corporate reorganization proceedings and a disclosure inspection by the Securities and Exchange Surveillance Commission
Tokyo District Court, Securities and Exchange Surveillance Commission, and Tokyo Stock Exchange
Company response
An investigation into past accounting misconduct by an independent committee of outside experts. A disclosure inspection by the Securities and Exchange Surveillance Commission is ongoing
Dilution of the influence of founder Ishida Nobufumi (石田信文), improvement of the internal control framework and related systems, and preparation and submission of an improvement plan and status report to the Tokyo Stock Exchange
The third-party allotment is scheduled to be carried out subject to approval of the corporate reorganization plan by resolution, the court's approval order and that order becoming final
The Company will disclose the information promptly once the number of shares to be issued, planned allottees, issue price and amount of funds to be raised have been determined
| Item | Details |
|---|---|
| Event name | Issuance of class shares, common shares and share acquisition rights through a third-party allotment under the corporate reorganization plan, partial amendments to the Articles of Incorporation, and the potential change in major shareholders |
| Date of occurrence | 2 October 2026 (the date on which the securities registration statement was filed and this corporate reorganization plan was disclosed) |
| Date recognized / date notice received | 2 October 2026 |
| Subject Entity | TOSHIN HOLDINGS CO.,LTD |
| Cause | Accounting misconduct, deterioration in the financial position, the maturity of borrowings and the failure to select a sponsor |
| Amount of Impact on Business Performance | The total subscription price of ¥4,670,590,400 for the third-party allotment subject to this cash investment is an indicative amount based on certain assumptions. The actual subscription price has not been determined. The estimated issuance expenses are ¥69,000,000. Accounting classification: Not disclosed |
| Accounting period in which recognized | The transaction is scheduled to be executed after the court approval of the corporate reorganization plan becomes final. The specific accounting period is Not disclosed |
| Type of litigation or proceeding | Corporate reorganization proceedings and a disclosure inspection by the Securities and Exchange Surveillance Commission |
| Court or authority | Tokyo District Court, Securities and Exchange Surveillance Commission, and Tokyo Stock Exchange |
| Date of filing / date of action | Date of commencement order for the corporate reorganization proceedings: 8 May 2026. Date designated by the Tokyo Stock Exchange as a security under special caution: 22 November 2025 |
| Investigation structure | An investigation into past accounting misconduct by an independent committee of outside experts. A disclosure inspection by the Securities and Exchange Surveillance Commission is ongoing |
| Measures to prevent recurrence | Dilution of the influence of founder Ishida Nobufumi (石田信文), improvement of the internal control framework and related systems, and preparation and submission of an improvement plan and status report to the Tokyo Stock Exchange |
| Voting rights ownership percentage before the change | Founder and related parties: approximately 46% |
| Voting rights ownership percentage after the change | Founder and related parties: approximately 26%; approximately 20% if the third-party allotment subject to this DES is completed in full |
| Outlook | The third-party allotment is scheduled to be carried out subject to approval of the corporate reorganization plan by resolution, the court's approval order and that order becoming final |
| Planned follow-up disclosure | The Company will disclose the information promptly once the number of shares to be issued, planned allottees, issue price and amount of funds to be raised have been determined |
Items this document does not state (9)
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 measures are intended to improve governance following accounting misconduct, strengthen the financial position, reduce the risk of insolvency, avoid delisting and increase the likelihood that the corporate reorganization plan will be implemented. As a sponsor has not yet been selected, the Company also plans to establish issuance capacity under the corporate reorganization plan in preparation for a future sponsor investment.