Decision and Details
RareJob,Inc. annual general meeting of shareholders; 学研ホールディングス Board of DirectorsPost-event disclosure matters relating to the share exchange
The share exchange was conducted under the share exchange agreement, with 学研ホールディングス as the wholly owning parent company in the share exchange and RareJob,Inc. as the wholly owned subsidiary in the share exchange.
| Item | Details |
|---|---|
| Matter Covered | Post-event disclosure matters relating to the share exchange |
| Decision-Making Body | RareJob,Inc. annual general meeting of shareholders; 学研ホールディングス Board of Directors |
| Decision Date | 15 May 2026 (date of execution of the share exchange agreement); 25 June 2026 (date of the resolution at the RareJob,Inc. shareholders' meeting); 23 July 2026 (date of the resolution to cancel treasury shares held by RareJob,Inc.) |
| Implementation Date | 31 July 2026 (effective date; completed) |
| Amount | Increase in stated capital: ¥0; increase in legal capital surplus: ¥0; capital reserve: an amount separately determined by 学研ホールディングス in accordance with Article 39 of the Regulations on Company Accounting |
| Quantity / scale | RareJob,Inc. shares transferred: 7,591,965 shares; 学研ホールディングス common shares issued: 2,960,866 shares; share exchange ratio: 0.39 学研ホールディングス common shares for each RareJob,Inc. common share; treasury shares cancelled: 350,335 shares |
| Reason | The share exchange was conducted under the share exchange agreement, with 学研ホールディングス as the wholly owning parent company in the share exchange and RareJob,Inc. as the wholly owned subsidiary in the share exchange. |
| Governing Rule | Article 791, paragraph 1, item 2; Article 801, paragraph 3, item 3; Article 783, paragraph 1; Article 784-2; Article 785; Article 787; Article 789; Article 795, paragraph 1; Article 796, paragraphs 2 and 3; Article 796-2; Article 797; Article 799 of the Companies Act; Article 190 of the Enforcement Regulations for the Companies Act; Article 155, paragraph 2 and Article 161, paragraph 2 of the Act on Book-Entry Transfer of Corporate Bonds and Shares; and Article 39 of the Regulations on Company Accounting |
Items this document does not state (4)
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.Post-transaction disclosure of the share exchange under the Companies Act and the Enforcement Regulations for the Companies Act, reporting on the implementation of the share exchange and the progress of related procedures.