BASE, Inc. (TSE Growth: 4477) has a largest shareholder, an individual who lists his occupation as a company president, who now holds 28.36% of the company, up from 26.89% in his previous report. His amended large-shareholding report (No. 12), filed on October 21 with the Kanto Local Finance Bureau, also sets out why he is ending a policy of staying quiet at shareholder meetings. For the earlier stake report, see Earlier Tokyo Brief coverage.
The stake and how it was built
The filing lists 33,445,186 shares against 117,937,657 issued shares as of October 14, the date the reporting obligation arose. The stated reason for the amendment is a rise of at least one percentage point in the holding ratio.
The report records five on-market purchases between October 2 and October 14, ranging from 627,000 shares to 3,288,000 shares.
| Date | Shares acquired | Share of issued shares (%) |
|---|---|---|
| October 2 | 3,288,000 | 2.79 |
| October 5 | 1,412,000 | 1.20 |
| October 7 | 627,000 | 0.53 |
| October 9 | 2,175,000 | 1.84 |
| October 14 | 1,727,000 | 1.46 |
The filing reports funding for the overall holding, not for these five purchases: ¥3.11bn of the shareholder's own money and ¥10.52bn of margin credit from Tachibana Securities, for total acquisition funding of ¥13.63bn. He also says he holds a margin long position of 25,811,700 BASE shares through Tachibana Securities. The report gives no unit prices for the purchases.
What he wants from BASE's board
The shareholder says a year of friendly engagement left him convinced that BASE's management decision-making and board oversight need to improve. A confidentiality agreement signed with BASE on August 29, 2025, extended twice, ended on August 28, 2026.
He says he doubts the effectiveness of the internal controls meant to ensure directors' work is lawful and appropriate. He names three areas: decision-making on shareholder relations, a mechanism to check the accuracy of information handling and explanations, and a mechanism to identify and correct problems. These are his own assessments, set out in the filing's holding-purpose section.
He is dropping his earlier policy of not exercising voting rights. He says he will evaluate each director's judgment, explanations and oversight record, and may oppose the election of individual directors on that basis.
Tender offer, 30% and defences
After the end of the tender offer for BASE ordinary shares that SBINM, a limited liability company, began on August 31, 2026, he plans to propose that BASE move to a company-with-nominating-committee structure. He says the proposal may come outside the formal shareholder-proposal route. He continues to back the capital and business alliance that SBI Holdings and BASE signed on August 28, 2026, and calls it compatible with his push for stronger board oversight.
He also says he aims to exceed 30% of voting rights. If he reaches 30% or more, he says he will do so in a way that complies with tender-offer rules and other laws. The filing does not say how or when he would cross that line.
He also says he will review any takeover defence or third-party share allotment case by case. If he judges there are grounds for an injunction, such as a legal violation or marked unfairness, he says he may seek a provisional injunction or take other legal action.