Notice Regarding the Results of the Tender Offer for the Shares of Jimoty Co., Ltd. (Securities Code: 7082)
2026.06.30
Press Releases
Culture Convenience Club Co., Ltd.
Culture Convenience Club Co., Ltd. (hereinafter referred to as the "Tender Offeror") decided on May 15, 2026 to conduct a tender offer (hereinafter referred to as "this tender offer") to acquire the common stock (hereinafter referred to as "Target Company shares") and these stock acquisition rights (as defined in "(3) Types of shares etc. related to the purchase, etc." under "(3) Stock acquisition rights" in "1. Overview of the purchase, etc." below) of Jimoty, Inc. which is listed on the Growth Market of the Tokyo Stock Exchange, Inc. (hereinafter referred to as "the target company"), pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, including subsequent amendments; hereinafter referred to as "the Act"). The Tender Offeror conducted this tender offer from May 18, 2026. However, as this tender offer ended on June 29, 2026, we would like to inform you of the results as follows.
Note
1. Overview of the purchase, etc.
(1) Name and address of the tender offeror
Name: Culture Convenience Club Co., Ltd.
Address: 12-2 Okahigashi-cho, Hirakata City, Osaka Prefecture
(2) Name of the target company
Jimoty Co., Ltd.
(3) Types of shares etc. related to purchase, etc.
①Common stock
② Stock acquisition rights
These stock acquisition rights (hereinafter referred to as "these stock acquisition rights") were issued based on a resolution of the Board of Directors of the target company held on April 14, 2021. (The exercise period is from April 30, 2021 to April 29, 2031.)
(4) Number of shares etc. to be purchased
(Note 1) Shares tendered in this tender offer (hereinafter referred to as "tendered shares"). If the total number of tendered shares falls below the minimum number of shares to be purchased (6,560,000 shares), we will not purchase any of the tendered shares. If the total number of tendered shares exceeds the minimum number of shares to be purchased (6,560,000 shares), all tendered shares will be purchased. The minimum number of shares to be purchased (6,560,000 shares) is based on the "Financial Results for the First Quarter of the Fiscal Year Ending December 2026 [Japanese Standards] (Non-Consolidated)" (hereinafter referred to as the "Target Company Financial Results") published by the target company on May 15, 2026. The total number of outstanding shares as of March 31, 2026 (9,970,826 shares) as stated in the financial statements is used to calculate the number of shares (9,839,972 shares) obtained by subtracting the number of treasury shares owned by the target company as of the same date (215,854 shares) as stated in the target company's financial statements, and adding the number of target company shares that are the subject of these stock acquisition rights (425 units) as reported by the target company as of the same date (85,000 shares). Hereinafter referred to as "the number of shares based on these standards." The number of voting rights related to the target company (98,399) is multiplied by two-thirds (65,600) (rounded up to the nearest whole number), and the number of shares obtained by multiplying this by the number of shares per unit of the target company (100 shares) is 6,560,000 shares. This transaction is aimed at making the target company a consolidated subsidiary of the tender offeror, and is intended to delist the target company's shares, and involves a stock consolidation of the target company's shares (hereinafter referred to as "this stock consolidation"). When carrying out the procedures under the Companies Act (Act No. 86 of 2005, including subsequent amendments; hereinafter referred to as the "Companies Act"), since a special resolution at a shareholders' meeting as stipulated in Article 309, Paragraph 2 is required, in order to ensure the successful implementation of this share consolidation, the requirements have been set so that the tender offeror can satisfy this requirement by owning two-thirds or more of the total voting rights of the target company's shareholders after the completion of this tender offer.
(Note 2) In this tender offer, no upper limit has been set on the number of shares to be purchased. Therefore, the number of shares to be purchased is listed as the maximum number of shares of the target company that the tender offeror will acquire through this tender offer (9,839,972 shares). The maximum number of shares in question is the number of shares based on these standards (9,839,972 shares).
(Note 3) Shares less than one unit are also included in this tender offer. Furthermore, if a shareholder exercises their right to demand the purchase of fractional shares in accordance with the Companies Act, the target company shall comply with the procedures of the law during the period of the tender offer (hereinafter referred to as the "tender offer period"). The company may buy back its own shares during this period.
(Note 4) There are no plans to acquire any treasury stock owned by the target company through this tender offer.
(Note 5) Shares of the target company that will be delivered by the exercise of these stock acquisition rights by the end of the tender offer period are also included in this tender offer.
(5) Period of purchase, etc.
① Period of purchase, etc.
From Monday, May 18, 2026 to Monday, June 29, 2026 (31 business days)
② Possibility of extension based on the request of the target company
There are no applicable items.
(6) Purchase price
① 1,420 yen per share of common stock
② 63,000 yen per stock acquisition right.
2. Results of purchases, etc.
(1) Success or failure of the tender offer
In this tender offer, a condition was attached that if the total number of tendered shares fell below the minimum number of shares to be purchased (6,560,000 shares), none of the tendered shares would be purchased. However, since the total number of tendered shares (8,658,670 shares) has exceeded the minimum number of shares to be purchased (6,560,000 shares), the tender offer commencement announcement and the tender offer statement (including matters corrected by the subsequent amended tender offer statement) have been revised. As stated in the document, we will purchase all of the tendered shares, etc.
(2) Date of announcement of the results of the tender offer and name of the newspaper in which the announcement was published
In accordance with the provisions of Article 27-13, paragraph 1 of the Act, the Cabinet Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, including subsequent amendments), Article 9-4, and the Cabinet Office Ordinance concerning Disclosure of Tender Offers for Shares, etc. by Persons Other Than Issuers (Ministry of Finance Ordinance No. 38 of 1990, including subsequent amendments; hereinafter referred to as the "Ordinance"), in accordance with the method prescribed in Article 30-2, the results of this tender offer were announced to the media at the Tokyo Stock Exchange on June 30, 2026.
(3) Number of shares purchased, etc.
| Types of stock certificates, etc. | Number of tendered shares | Number of shares purchased |
| Stock certificates | 8,573,670 shares | 8,573,670 shares |
| Stock acquisition rights certificates | 85,000 shares | 85,000 shares |
| Bonds with Stock Acquisition Rights | - | - |
| Share certificates and other trust beneficiary certificates | - | - |
| Stock depositary receipts | - | - |
| total | 8,658,670 shares | 8,658,670 shares |
| (Total number of potential shares, etc.) | (85,000 shares) | (85,000 shares) |
(4) Changes in the percentage of shares owned due to purchases, etc.
| Number of voting rights pertaining to shares owned by the tender offeror before the purchase, etc. | - | (Percentage of shares owned before purchase, etc. -%) |
| Number of voting rights pertaining to shares owned by related parties prior to the acquisition, etc. | 10,192 | (Ownership ratio of shares, etc. before purchase, etc.: 10.36%) |
| Number of voting rights pertaining to the shares owned by the tender offeror after the acquisition, etc. | 86,586 | (Ownership ratio of shares, etc. after acquisition, etc.: 87.99%) |
| Number of voting rights pertaining to shares, etc., owned by special related parties after the acquisition, etc. | - | (Percentage of shares owned after purchase, etc.: -%) |
| Total number of voting rights of shareholders, etc. of the target company | 97,682 |
(Note 1) "The number of voting rights pertaining to share certificates, etc. owned by specially related parties prior to the commencement of the purchase, etc." refers to the total number of voting rights attached to the share certificates, etc. owned by each specially related party, excluding persons who are excluded from the scope of specially related parties pursuant to Article 3, Paragraph 2, Item 1 of the Cabinet Office Ordinance for the purpose of calculating the shareholding ratio set forth in each item of Article 27-2, Paragraph 1 of the Act.
(Note 2) "Total number of voting rights of shareholders, etc. of the target company" refers to the total number of voting rights of shareholders, etc. stated in the 15th Annual Securities Report submitted by the target company on March 25, 2026. However, in this tender offer, fractional shares (excluding fractional treasury shares owned by the target company) are not eligible. Since the shares and these stock acquisition rights were also included in the acquisition, the calculation of the "percentage of shares owned before the acquisition" and the "percentage of shares owned after the acquisition" uses the number of voting rights (98,399) related to the number of shares based on these standards (9,839,972 shares) as the denominator.
(Note 3) The "percentage of shares owned before the purchase, etc." and the "percentage of shares owned after the purchase, etc." have been rounded to the third decimal place.
(5) Calculation when purchasing, etc. using the apportionment method
There are no applicable items.
(6) Payment Methods
① Name of the financial instruments business operator, bank, etc. that will settle the purchase, etc., and the address of its head office.
SMBC Nikko Securities Inc. 3-3-1 Marunouchi, Chiyoda-ku, Tokyo
② Payment start date
Monday, July 6, 2026
③ Payment Method
Without delay after the expiration of the Tender Offer Period, a notice of purchase, etc. under the Tender Offer will be sent by mail to the address or location of each person who has accepted the offer to purchase share certificates, etc. subject to the Tender Offer or who has tendered such share certificates, etc. (meaning shareholders and holders of the New Share Acquisition Rights and hereinafter collectively referred to as the “Tendering Shareholders, etc.”). In the case of shareholders, etc. who are residents of foreign countries (including corporate shareholders, etc.; hereinafter referred to as “Foreign Shareholders, etc.”), such notice will be sent to their standing proxy in Japan (hereinafter referred to as the “Standing Proxy”). For applications made through online trading(https://trade.smbcnikko.co.jp/) the notice will be delivered by electronic means.
Payment for the purchased share certificates, etc. will be made in cash. The purchase price for the share certificates, etc. purchased will, in accordance with the instructions of the Tendering Shareholders, etc. (or, in the case of Foreign Shareholders, etc., their Standing Proxy), be remitted by the Tender Offer Agent to the place designated by the Tendering Shareholders, etc. (or, in the case of Foreign Shareholders, etc., their Standing Proxy) without delay on or after the commencement date of settlement.
3. Post-tender offer policies and future outlook
Regarding policies and future outlook following this tender offer, please refer to the tender offer statement (including matters corrected by the amended tender offer statement submitted thereafter). There are no changes from the information listed therein. Following the results of this tender offer, the tender offeror plans to take a series of procedures to take the target company private, with the tender offeror being the sole shareholder of the target company. The target company's shares are currently listed on the Tokyo Stock Exchange Growth Market. However, if the aforementioned procedure is carried out, the target company's shares will be delisted in accordance with the delisting criteria set by the Tokyo Stock Exchange, following the prescribed procedures. After the delisting of the target company's shares, it will no longer be possible to trade the target company's shares on the Tokyo Stock Exchange Growth Market. Further details regarding the next steps will be disclosed by the parties concerned as soon as they are decided.
4. Location where copies of the tender offer report will be made available for public inspection
Culture Convenience Club Co., Ltd. Headquarters
(Yokohama Connect Square 14th Floor, 3-3-3 Minatomirai, Nishi-ku, Yokohama City, Kanagawa Prefecture)
Tokyo Stock Exchange, Inc.
(2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo)
End
■Documents related to this matter
Notice Regarding the Results of the Tender Offer for Shares of Jimoty Co., Ltd. (Securities Code: 7082)
■Inquiries regarding this matter
Culture Convenience Club Co., Ltd.
Public Relations Department
TEL: 045-522-8154
EMAIL: inquiry@ccc.co.jp