Worth reading
86Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
21.91
Dilution rate (%)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the 15th Stock Acquisition Rights through a third-party allotment
Who receives how much
Potential shares: 120,000,000 shares (100 shares per Stock Acquisition Right)
合同会社Orion SPV1120,000,000 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥40 per Stock Acquisition Right
Total issue value
¥48,000,000
Amount of funds to be raised
¥3,888,000,000 in total (¥48,000,000 from the issuance of the Stock Acquisition Rights and ¥3,840,000,000 from the exercise of the Stock Acquisition Rights), with estimated net proceeds of ¥3,881,000,000
Estimated issuance expenses
Estimated issuance expenses: ¥7,000,000
Specific use of funds
Working capital for the Group's existing businesses, including its data center businessAmount ¥223 million / Scheduled timing of expenditures May 2026 to September 2026
Funds for investment in renewable energy-related businessesAmount ¥2,568 million / Scheduled timing of expenditures May 2026 to March 2028
Funds for investment in the real estate investment businessAmount ¥1,090 million / Scheduled timing of expenditures May 2026 to March 2028
Existing Shares and Increase
+21.91%Rate of increase
547,690,993 shares667,690,993Shares
21.91% (as a percentage of the total number of issued shares and voting rights)
The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.
Terms of the stock acquisition rights
Exercise price
Initially ¥32. The terms provide for adjustments in the event of certain share issuances, stock splits or similar transactions after issuance. No minimum exercise price is specified.
Exercise period
7 May 2026 to 2 May 2028
Number of Stock Acquisition Rights
Total number issued: 1,200,000. Number of outstanding unexercised rights: Not disclosed.
Reason for acquisition without consideration
No acquisition provisions have been established for the Stock Acquisition Rights.
Offering structure
Major shareholders after the offering
Name 合同会社Orion SPV1 / Shareholding ratio 17.97％Name 株式会社Ado Plus / Shareholding ratio 16.40％Name Yagi Daisuke (八木大輔) / Shareholding ratio 0.75％Name Toyooka Koji (豊岡幸治) / Shareholding ratio 0.68％Name Yamada Yoshimi (山田祥美) / Shareholding ratio 0.61％Name BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS M LSCB RD / Shareholding ratio 0.59％Name 株式会社DSG1 / Shareholding ratio 0.54％Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 0.32％Name FUNGO株式会社 / Shareholding ratio 0.30％Name Maeda Takeharu (前田健晴) / Shareholding ratio 0.24％
Intended allottee's holding policy
There are no specific arrangements. The allottee intends to sell the shares from time to time as a pure investment, taking market conditions into account. The Stock Acquisition Rights will not be transferred. Any transfer requires the approval of the Company's Board of Directors.
Payment date
1 May 2026
Basis for determining the amount to be paid
The exercise price was set at ¥32, based on the closing price on 14 April 2026. This represents a 4.5% premium to the one-month average closing price of ¥30.62, a 7.8% discount to the three-month average closing price of ¥34.70, and an 8.5% discount to the six-month average closing price of ¥34.96. The issue price of ¥40 per Stock Acquisition Right is equal to the valuation determined by an independent valuation institution using a Monte Carlo simulation.
Procedures under the Corporate Code of Conduct
As the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required.
Most recent equity financing
Timing 29 May 2024 / Type Issuance of the 14th Stock Acquisition Rights through a third-party allotment / Amount ¥6,820,000,000
Impact on Business Performance
There is currently no change to the full-year earnings forecast for the fiscal year ending March 2026. If the payment, exercise or execution of the business activities in accordance with the use of funds affects earnings, the Company will disclose this immediately.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 15th Stock Acquisition Rights through a third-party allotment |
| Number of shares to be issued or disposed of | Potential shares: 120,000,000 shares (100 shares per Stock Acquisition Right) |
| Issue price and disposal price | ¥40 per Stock Acquisition Right |
| Total issue value | ¥48,000,000 |
| Amount of funds to be raised | ¥3,888,000,000 in total (¥48,000,000 from the issuance of the Stock Acquisition Rights and ¥3,840,000,000 from the exercise of the Stock Acquisition Rights), with estimated net proceeds of ¥3,881,000,000 |
| Estimated issuance expenses | Estimated issuance expenses: ¥7,000,000 |
| Specific use of funds | Details Working capital for the Group's existing businesses, including its data center business / Amount ¥223 million / Scheduled timing of expenditures May 2026 to September 2026, Details Funds for investment in renewable energy-related businesses / Amount ¥2,568 million / Scheduled timing of expenditures May 2026 to March 2028, Details Funds for investment in the real estate investment business / Amount ¥1,090 million / Scheduled timing of expenditures May 2026 to March 2028 |
| Payment date | 1 May 2026 |
| Intended allottee | Name 合同会社Orion SPV1 / Number of stock acquisition rights 1,200,000 Stock Acquisition Rights / Potential shares 120,000,000 shares |
| Intended allottee's holding policy | There are no specific arrangements. The allottee intends to sell the shares from time to time as a pure investment, taking market conditions into account. The Stock Acquisition Rights will not be transferred. Any transfer requires the approval of the Company's Board of Directors. |
| Dilution Rate | 21.91% (as a percentage of the total number of issued shares and voting rights) |
| Total number of issued shares | 547,690,993 shares → 667,690,993 shares (if all of the Stock Acquisition Rights are exercised)（21.91％） |
| Basis for determining the amount to be paid | The exercise price was set at ¥32, based on the closing price on 14 April 2026. This represents a 4.5% premium to the one-month average closing price of ¥30.62, a 7.8% discount to the three-month average closing price of ¥34.70, and an 8.5% discount to the six-month average closing price of ¥34.96. The issue price of ¥40 per Stock Acquisition Right is equal to the valuation determined by an independent valuation institution using a Monte Carlo simulation. |
| Exercise price | Initially ¥32. The terms provide for adjustments in the event of certain share issuances, stock splits or similar transactions after issuance. No minimum exercise price is specified. |
| Exercise period | 7 May 2026 to 2 May 2028 |
| Number of Stock Acquisition Rights | Total number issued: 1,200,000. Number of outstanding unexercised rights: Not disclosed. |
| Reason for acquisition without consideration | No acquisition provisions have been established for the Stock Acquisition Rights. |
| Procedures under the Corporate Code of Conduct | As the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. |
| Most recent equity financing | Timing 29 May 2024 / Type Issuance of the 14th Stock Acquisition Rights through a third-party allotment / Amount ¥6,820,000,000 |
| Major shareholders after the offering | Name 合同会社Orion SPV1 / Shareholding ratio 17.97％, Name 株式会社Ado Plus / Shareholding ratio 16.40％, Name Yagi Daisuke (八木大輔) / Shareholding ratio 0.75％, Name Toyooka Koji (豊岡幸治) / Shareholding ratio 0.68％, Name Yamada Yoshimi (山田祥美) / Shareholding ratio 0.61％, Name BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS M LSCB RD / Shareholding ratio 0.59％, Name 株式会社DSG1 / Shareholding ratio 0.54％, Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 0.32％, Name FUNGO株式会社 / Shareholding ratio 0.30％, Name Maeda Takeharu (前田健晴) / Shareholding ratio 0.24％ |
| Impact on Business Performance | There is currently no change to the full-year earnings forecast for the fiscal year ending March 2026. If the payment, exercise or execution of the business activities in accordance with the use of funds affects earnings, the Company will disclose this immediately. |
Items this document does not state (7)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split Ratio
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To secure working capital for existing businesses and funds for investments in the renewable energy and real estate investment businesses, and to improve earnings capacity and corporate value, under circumstances in which obtaining loans from financial institutions and conducting a public offering are difficult.
How to read this page
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