Future's board resolved on October 28 to cancel 6,648,879 treasury shares on December 24, but only if shareholders approve the share consolidation at an extraordinary meeting on November 30. The shares equal 6.97% of the issued total before cancellation. This retires stock already counted as the company's own. It is not a new buyback.
What is being cancelled
The 6,648,879 shares are the 6,594,016 treasury shares Future held on October 9 plus 54,863 restricted shares it plans to acquire free of charge by December 24. Issued shares would then total 88,679,121.
The vote and what follows
The board also convened the meeting for 3pm on November 30. It will vote on a consolidation of 10,000,000 shares into one, an amendment to the articles including abolition of the unit-share system, and a capital reduction. The consolidation takes effect on December 25 and would leave eight shares outstanding, so holders other than the tender offeror would be left with fractions.
The notice schedules Future's shares for designation as securities to be delisted from November 30, with December 22 as the last trading day and delisting on December 23. All of these dates are marked tentative.
The cash-out
Fractional holders are due ¥2,451 a share, the tender offer price, if the court grants permission as planned. The payout could differ if permission is refused or rounding is needed. Future plans to petition the court in early January 2027, expects the tender offeror to buy the fractional shares in late January, and aims to pay holders around mid-March 2027. The tender offeror holds 73,452,702 shares, or 82.78% of the share base the notice defines, and plans to fund the purchase with a loan from Sumitomo Mitsui Banking Corporation. Future also filed an extraordinary report with the Kanto Local Finance Bureau on the consolidation.