Ureru Net Kokokusha Group (9235) said a proposal seeking shareholders' views on third-party allotments that could dilute existing holdings by 25% or more will be treated only as an advisory resolution at its Oct. 26 annual meeting, after confirming with the Tokyo Stock Exchange that it is not valid as a procedure under Listing Rule 432.
The TSE Growth-listed company had planned to put Proposal No. 4 to its 17th annual general meeting to confirm shareholder intentions in advance, as it considers raising funds through third-party allotments of new shares and stock acquisition rights to secure growth investment and strengthen its financial base. Depending on the issue size, dilution could reach the 25% threshold set in Rule 432 of the TSE's Securities Listing Regulations.
The rule's shareholder-approval procedure generally presupposes that the specific terms of an allotment have been fixed. The proposal, however, sought blanket approval before the number of shares, issue price, allottees and other conditions were determined. The company said it moved ahead with tabling the item without properly consulting the exchange in advance.
Even if approved, the resolution will carry no effect under Rule 432, will not authorize any issuance, and will not delegate blanket authority to the board. The company said it will not carry out a large-scale allotment based on the approval alone.
Specific fundraising terms have not been decided. If a deal results in dilution of 25% or more, the company plans to obtain an opinion on its necessity and appropriateness from a body reasonably independent of management, such as a third-party committee, or seek a shareholder resolution on the allotment, and make fresh disclosures. It acknowledged shortcomings in internal checks and procedural management, apologized to shareholders and investors, and said the matter has no direct impact on consolidated earnings.
The annual meeting is scheduled for Oct. 26, 2026. Measures to prevent a recurrence will be drawn up after reviewing the background and causes, and disclosed separately once finalized.
| 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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