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Statutory disclosure document9470GAKKEN HOLDINGS CO.,LTD.Information and Communications, Services and Others

Statutory Post-Transaction Disclosure Document (Share Exchange) (RareJob,Inc.)

The share exchange between 学研ホールディングス and RareJob,Inc. became effective on 31 July 2026, making RareJob,Inc. a wholly owned subsidiary of 学研ホールディングス. RareJob,Inc. shares were delisted, and shareholders were issued shares of 学研ホールディングス.

Worth reading
72In 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
7591965
Shares (RareJob,Inc. shares transferred to 学研ホールディングス)
Wording
Definitive
How definitive the wording is.

Decision and Details

RareJob,Inc. annual general meeting of shareholders; 学研ホールディングス Board of Directors

Post-event disclosure matters relating to the share exchange

Decision15 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.)
Implementation31 July 2026 (effective date; completed)
AmountIncrease 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 / scaleRareJob,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.

Decision and Details
ItemDetails
Matter CoveredPost-event disclosure matters relating to the share exchange
Decision-Making BodyRareJob,Inc. annual general meeting of shareholders; 学研ホールディングス Board of Directors
Decision Date15 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 Date31 July 2026 (effective date; completed)
AmountIncrease 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 / scaleRareJob,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
ReasonThe 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 RuleArticle 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)
Period CoveredImpact on Business PerformanceRelated previous disclosuresFuture plans

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.

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Statutory Post-Transaction Disclosure Document (Share Exchange) (RareJob,Inc.) | GAKKEN HOLDINGS CO.,LTD. (9470) timely disclosure | Komori