Toshin Holdings (9444), under court-supervised corporate reorganization, disclosed a reorganization plan that would issue 4,884,884 Class A shares at ¥130 each to Sumitomo Mitsui Banking Corp. and other creditors in a debt-for-equity swap valued at an estimated ¥635,034,920.
The Tokyo District Court opened reorganization proceedings for the company on May 8, 2026. The trustees filed the plan with the court on Sept. 9, and the court decided on Sept. 15 to put it to a vote. The company released the plan on Oct. 2 after filing a securities registration statement.
Besides the Class A shares, the plan calls for third-party allotments of common shares, Class B shares and two series of stock acquisition rights, as well as amendments to the articles of incorporation, including new Class A provisions and a change to the fiscal-year rules. The company said its major shareholders could change as a result.
The Class A shares would be paid for with interest and damages on reorganization claims. The share count is not final and will be disclosed after the court approves the plan; the trustees may raise the issue price above ¥130 with court permission.
| Allottee | Class A shares |
|---|---|
| Sumitomo Mitsui Banking Corp. | 2,120,190 |
| Shoko Chukin Bank | 563,182 |
| Juroku Bank | 443,397 |
The Class A shares carry voting rights. With court permission, the company may convert them into common shares at any time; the conversion price is reset at the end of April and October to a 30-trading-day average close, within a range of ¥130 to ¥600. The company must redeem them for cash at the paid-in amount 15 years after issuance, up to its distributable amount. The company said it continues to seek a sponsor and may halt all or part of the swap if one is found before it is carried out.
The listed allottees have not voted on the plan or reached any agreement with the company on the issuance.
Next steps: Written voting on the plan runs Oct. 29-Nov. 16, 2026. Payment for the Class A shares is due on a date set by the trustees with court permission, within three months after the court's approval becomes final.
| Hikari Tsushin, Inc. | |
| Offer price | ¥1,000 per common share |
| M&A / TOB | 1 |
| Guidance | 0 |
| Buybacks | 0 |
| Dividends | 0 |
| Capital | 0 |
| Earnings | 0 |
| People | 0 |
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