SAAF Holdings, listed on the Tokyo Stock Exchange's Growth market, resolved on October 13 to acquire all 24,340,846 of its first Series A stock acquisition rights for no consideration on October 28, and to cancel them the same day. The rights were allotted free to shareholders of record on September 14 as the company's countermeasure under its takeover-defense policy. Shareholders need take no action.
There is Earlier Tokyo Brief coverage of the dispute.
The voting arithmetic
The board had judged that a group of 19 named shareholders met the policy's definition of acting in concert and had carried out purchases without following its procedures. The policy's trigger is a group voting share of 20% or more.
As of September 14 the listed group held 21.24% of votes. Three members, holding 5.86%, 0.61% and 4.40% (10.87% combined), have since delivered written pledges not to make purchases covered by the policy. One of them has also pledged to delegate voting rights over all its shares to Capital Gallery. Removing the three leaves 10.37%, according to the company's calculation.
Capital Gallery, which filed a large-shareholding report on October 8, acquired 2,000,000 shares on October 7. It also gave the company a written confirmation that it will not pass its shares to the group. The independent committee's October 12 recommendation said the group's effective voting share was likely to stay below 20%, provided that confirmation is kept and the pledges are not breached. The figures measure effective voting power, not legal ownership.
A conditional retreat
The board called the committee's reasoning reasonable and said the threat to corporate value had largely eased. It also warned that if the confirmation lapses or a pledge is broken, it may take a similar countermeasure against the group by board decision alone, without a new shareholder vote. It said it will keep checking compliance and disclose any doubts promptly.
SAAF expects only a minor effect on results for the year to March 2027.