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Share Issuance and Disposal9927WATT MANN CO.,LTD.Retail

Notice Concerning a Reverse Stock Split, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation

The Company has decided to submit to an extraordinary general meeting of shareholders a proposal to consolidate 2,112,184 common shares into 1 share, abolish the provisions on the number of shares constituting one unit, and amend the Articles of Incorporation, in preparation for taking the Company private following the MBO. The total number of issued shares after the share consolidation will be 4, and the Company is expected to be delisted on 19 June 2026.

Worth reading
32Immaterial
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
2112184
Share consolidation into 1 share for every [unspecified number] shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Reverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation

発行・処分する株式数

Consolidation of 2,112,184 common shares into 1 share

Stock Split RatioThe share consolidation ratio is 2,112,184 shares to 1 share. The effective date is scheduled for 23 June 2026.
Procedures under the Corporate Code of Conduct
Shareholder approval is scheduled to be obtained at an extraordinary general meeting of shareholders to be held on 29 May 2026. A special committee consisting of 1 independent outside director and 2 independent outside corporate auditors was established, and an opinion report was obtained. A share valuation report was also obtained from an independent third-party valuation institution.
Most recent equity financing
The Company has not conducted equity financing for approximately the past 20 years.
Impact on Business Performance
The growth initiatives following the transaction will require a considerable amount of time and upfront investment, and earnings, cash flow and financial condition may temporarily deteriorate. On the other hand, more agile decision-making, reduced costs of maintaining the listing and an improvement in corporate value over the medium to long term are expected.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalReverse stock split, abolition of provisions on share units, and partial amendments to the Articles of Incorporation
Number of shares to be issued or disposed ofConsolidation of 2,112,184 common shares into 1 share
Total number of issued shares8,749,019 shares (after cancellation of 345,813 treasury shares and before the share consolidation takes effect) → 4 shares (after the share consolidation takes effect)(Decrease of approximately 99.99995%)
Stock Split RatioThe share consolidation ratio is 2,112,184 shares to 1 share. The effective date is scheduled for 23 June 2026.
Procedures under the Corporate Code of ConductShareholder approval is scheduled to be obtained at an extraordinary general meeting of shareholders to be held on 29 May 2026. A special committee consisting of 1 independent outside director and 2 independent outside corporate auditors was established, and an opinion report was obtained. A share valuation report was also obtained from an independent third-party valuation institution.
Most recent equity financingThe Company has not conducted equity financing for approximately the past 20 years.
Impact on Business PerformanceThe growth initiatives following the transaction will require a considerable amount of time and upfront investment, and earnings, cash flow and financial condition may temporarily deteriorate. On the other hand, more agile decision-making, reduced costs of maintaining the listing and an improvement in corporate value over the medium to long term are expected.
Items this document does not state (21)
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 underwriterOverallotmentMajor shareholders after the offering

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 purpose is to eliminate the shares that could not be acquired through the tender offer and take the Company private, leaving the tender offeror and the shareholders that entered into the non-tender agreement as the only shareholders. The Company also cites the alignment of ownership and management following the take-private transaction, and the ability to pursue growth initiatives, including strengthening store openings, rolling up the reuse business and expanding the new-products e-commerce business, more quickly without being affected by short-term assessments by the stock market.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning a Reverse Stock Split, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation | WATT MANN CO.,LTD. (9927) timely disclosure | Komori