Future Procedures Following Delisting

OUTSOURCING Inc.’s shares were delisted as of June 6, 2024, following the completion of a tender offer for our common shares by K.K. BCJ-78 and the resolutions to consolidate shares and partially amend the Articles of Incorporation at the Extraordinary Shareholders’ Meeting.

The progress to date is as follows:

May 15, 2024: Extraordinary Shareholders’ Meeting (resolutions including share consolidation)
May 15, 2024: Date of designation as stock to be delisted
June 5, 2024: Last trading day
June 6, 2024: Delisting date
June 8, 2024: Effective date of the share consolidation

Future Schedule

The specific procedures and schedule going forward are as follows:

August 21, 2024: Delivery of “Documents Concerning Payment for Disposition of Fractional Shares”
August 22, 2024: Date of payment for the disposition of fractional shares
September 24, 2024: End of payment period for payments made via the “Cash Payment Receipt” (or the “General Cash Payment [Withdrawal Certificate]” for corporate shareholders with payment amounts of JPY 50,000 or more) at the Japan Post Bank or post offices (bank agent)

Please see below for our plan, frequently asked questions, and contact information regarding this matter.

Shareholders who did not tender their shares in the tender offer and did not trade on the market before the delisting will receive, through the squeeze-out process, an amount equal to the number of shares they hold multiplied by 1,755 yen, which is the same as the tender offer price.

“Documents Concerning Payment for Disposition of Fractional Shares” will be sent by Mitsubishi UFJ Trust and Banking Corporation on August 21, 2024. Payments will be made on August 22, 2024.

For details on how to receive payment for the disposition of fractional shares, please refer to the “Information on Payment for Disposition of Fractional Shares” enclosed as part of the “Documents Concerning Payment for Disposition of Fractional Shares” or the Frequently Asked Questions (FAQ) section below.

Frequently Asked Questions (FAQ)

When will payments be made to shareholders? Is there a deadline for receiving payments?

Payments will be made on August 22, 2024.

On August 21, 2024, Mitsubishi UFJ Trust and Banking Corporation will send the “Documents Concerning Payment for Disposition of Fractional Shares” to shareholders at their registered address or designated location. Unless you already have a designated financial institution account for payment transfers, the “Cash Payment Receipt” will be enclosed with the documents (for corporate shareholders whose payment amounts are JPY 50,000 or more, the “Cash payment at Japan Post Bank [Withdrawal Certificate]” will be sent separately). Please bring this receipt to your nearest Japan Post Bank or post office counter (bank agent) (hereinafter, collectively referred to as the “Japan Post Bank counter”) to receive the payment in cash.

The deadline for receiving cash payments at a Japan Post Bank counter, using the “Cash Payment Receipt” (or Withdrawal Certificate) sent to shareholders, is September 24, 2024. After this date, please contact Mitsubishi UFJ Trust and Banking Corporation to receive payments.

If you do not claim your payment within ten years from the date of payment (August 22, 2024), your right to receive payment will expire due to the statute of limitations, so please receive your payment as soon as possible.

What are the methods for receiving payment?

It depends on how you receive dividends.　
(1) Shareholders who have not designated a bank account for receiving dividend payments:
　(a) Please bring the “Cash Payment Receipt” that will be sent to you to your nearest Japan Post Bank counter to receive the payment in cash.
　(b) If you have not designated a bank account for payments and you are a corporate shareholder with a payment amount of JPY 50,000 or more, the “Cash payment at Japan Post Bank (Withdrawal Certificate)” will be sent to you from the Japan Post Bank Operation Support Center on a later date. Please bring the certificate to your local Japan Post Bank counter to receive the payment.

(2) Shareholders who receive dividends through the proportional distribution method based on the number of shares held:
Since our shares have been delisted, payments cannot be received through securities companies. Payments will be made in the same manner as in (1) above.

(3) Shareholders who have designated a bank account for receiving dividend payments:
As with dividend payments, we will make a transfer to your designated bank account on August 22, 2024, with Mitsubishi UFJ Trust and Banking Corporation as the remitter. In the event that we are unable to make the transfer to your designated account, payments will be made in the same manner as in (1)-(b) above.

Do I need to pay a commission or other fees to receive payments?

There is no fee that shareholders need to pay.

I have moved from the address on the shareholder registry, so I cannot receive the “Documents Concerning Payment for Disposition of Fractional Shares” sent on August 21, 2024. Can you resend it to me?

Please contact Mitsubishi UFJ Trust and Banking Corporation (0120-232-711 [toll-free]: business hours from 9:00 to 17:00, Monday through Friday, excluding weekends and holidays) to change your address on our shareholder registry.

At the same time, please also request mail forwarding at the post office.

Since it takes 3 to 7 business days for mail forwarding to begin after your request, please apply for the service as early as possible.

I have moved overseas. Can you send the documents to my overseas address?

We are sorry, but we do not send documents overseas. Documents will be sent to the address on the shareholder registry which, for overseas residents, would be a domestic mailing address (a receiving location or standing proxy). For details on the procedure, please contact Mitsubishi UFJ Trust and Banking Corporation (0120-232-711 [toll-free]: business hours from 9:00 to 17:00, Monday through Friday, excluding weekends and holidays).

What do you mean by “fractional shares”?

Due to the share consolidation of every 18,000,000 shares into one share, which took effect on June 8, 2024, the shares held by shareholders other than the tender offeror have become fractional shares of less than one share. The payment amount will be 1,755 yen per share for the number of shares held immediately before the effective date of the share consolidation.

How will capital gains from the squeeze-out be treated?

In a squeeze-out, payments are made after the delisting of shares. The transaction will therefore be treated as a transfer of unlisted shares. For individual shareholders, the capital gains from this transfer will be subject to separate self-assessment taxation at a rate of 20.315% (15.315% for income tax and 5% for inhabitant tax). However, since it is a transfer of unlisted shares, these capital gains cannot be aggregated with other profits or losses, such as those from the transfer of listed shares or bonds, interest income, and dividend income. Any capital losses incurred from this transfer also cannot be carried forward for deduction in the following three years. Additionally, if the shares were held in a specified account or a NISA account, they will be withdrawn from these accounts upon delisting, so the transfer will not be treated as a transaction within a specified account or a NISA account. Therefore, you will be required to file a tax return in principle if the difference between the amount received through the squeeze-out process and the acquisition cost results in a capital gain.

If you file a tax return for capital gains, it may affect your National Health Insurance premiums and the copayment rate under the medical care system for the elderly. Please also note that you may also lose eligibility for the income tax exemption for dependents.

If you have any questions regarding specific tax-related matters or the procedures for filing a tax return, please consult directly with your local tax office, tax accountant, or other specialists.

Have you obtained the court’s permission for the disposition of fractional shares in this squeeze-out process?

Court permission has been obtained in June 2024.

Where can I find information on past stock prices?

You can look up past stock prices on Yahoo Finance:
https://finance.yahoo.co.jp/quote/2427.T

How can I calculate the acquisition cost for filing my tax return?

Please check with your securities company regarding the acquisition date and acquisition cost of your shares.

If there is no record of the transaction at the securities company and the acquisition date is unknown, you can determine the acquisition date by checking the date of registration in the “Certificate of Stock Transfer” issued by Mitsubishi UFJ Trust and Banking Corporation, the shareholder registry administrator. You can then calculate the acquisition cost based the market price at that time.

For information on how to obtain the “Certificate of Stock Transfer,” please contact Mitsubishi UFJ Trust and Banking Corporation (0120-232-711 [toll-free]: business hours from 9:00 to 17:00, Monday through Friday, excluding weekends and holidays).

The acquisition cost for tax purposes is calculated by multiplying the price per share (generally the market price) at the time of purchase by the number of shares. However, please note that the price per share may need to be adjusted in certain circumstances, for instance, if there has been a stock split or consolidation.

I own shares that I inherited, but the inheritance process has not been completed yet. What will happen to these shares?

After the delisting, you will no longer be able to complete the process through your securities company. The inheritance process can only be completed through Mitsubishi UFJ Trust and Banking Corporation, the shareholder registry administrator.

 

For other questions, please contact us here.

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