Digital Hearts Holdings (TSE Prime: 3676) has fixed September 30, 2026 as the record date for an extraordinary shareholders meeting it may never actually hold. If called, the meeting is targeted for mid-November 2026, but the company says it will not hold the meeting and will not use the record date if the takeover bid behind it fails to close.
The bid in question is a tender offer that Sandbox launched on August 7, 2026, a day after the two sides announced a management buyout and Digital Hearts' board recommended shareholders accept it. If Sandbox ends up short of scooping up every share it is targeting, Digital Hearts plans to force the rest out: a share consolidation under Article 180 of the Companies Act, to be carried out promptly after the tender offer settles, plus a change to the company's articles abolishing its unit-share system once that consolidation takes effect.
The stated purpose of that consolidation is narrow: reduce Digital Hearts' shareholder roll to exactly two names, Sandbox and the company's chairman, who also serves as Sandbox's own representative director. That chairman holds 9,425,633 Digital Hearts shares and intends to tender only 500,000 of them, keeping 8,925,633 shares as a continuing owner standing alongside the buyer once the squeeze-out is done. Digital Hearts' separate chief executive holds transfer-restricted stock that cannot be tendered into this particular offer; the consolidation's stated goal of leaving only Sandbox and the chairman as shareholders would also sweep in those restricted shares.
| Milestone | Detail |
|---|---|
| MBO announced | August 6, 2026 |
| Tender offer launched | August 7, 2026, by Sandbox |
| EGM record date | September 30, 2026 (Wednesday) |
| Planned EGM date | Mid-November 2026, contingent on tender offer success |
| Chairman's shares tendered | 500,000 of 9,425,633 held |
| Chairman's shares retained | 8,925,633, kept as continuing shareholder alongside Sandbox |
Digital Hearts published the record-date notice electronically on its investor-relations page on September 15, 2026, the same day as this disclosure. Full meeting details, including venue and the final agenda, will follow only after the tender offer's outcome is clear. For now the September 30 record date stands as set, but the company says it will not use it, and will not hold the meeting, if Sandbox's offer does not close.