Worth reading
85Important
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
24
%Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of new shares and stock acquisition rights with exercise price adjustment provisions through a third-party allotment
Who receives how much
New shares 817,900 shares / Potential shares underlying the stock acquisition rights 994,700 underlying shares
ネクスト・グロース株式会社46,300 shares
株式会社ＯＰＵＳ６７771,600 shares
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
New shares ¥324 per share / Stock Acquisition Rights ¥272 per right
Total issue value
New shares ¥264,999,600 / Stock Acquisition Rights ¥2,705,584
Amount of funds to be raised
Total payment amount Total subscription proceeds: ¥589,987,984 / Estimated net proceeds Estimated net proceeds: ¥574,987,984
Estimated issuance expenses
¥15,000,000
Specific use of funds
AI implementation and development related to patent acquisitionAmount ¥114 million / Scheduled timing of expenditures September 2026 to September 2029
Capital expenditures related to infrastructure enhancement and productivity improvement in the free-paper publishing businessAmount ¥391 million / Scheduled timing of expenditures September 2026 to September 2029
M&A and capital and business alliancesAmount ¥70 million / Scheduled timing of expenditures May 2026 to September 2029
Existing Shares and Increase
+24.00%Rate of increase
7,539,828 shares9,352,428Shares
24.0% (1,812,600 shares in total, comprising 817,900 new shares and 994,700 underlying shares of the stock acquisition 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 ¥324. The first adjustment will be made on the trading day following the allotment date, and subsequent adjustments will be made every 2 weeks on Mondays to 90% of the closing price on the immediately preceding trading day. The floor is ¥227, with no ceiling.
Exercise period
From 1 May 2026 to 30 April 2029
Number of Stock Acquisition Rights
The total number to be issued is 9,947. The number of outstanding unexercised rights is 9,947 as of the issuance date.
Reason for acquisition without consideration
If the Company's Board of Directors resolves that acquisition is necessary, upon a corporate reorganization, if the shares are designated as Securities Under Supervision, Securities Under Special Alert, or Securities to Be Delisted, upon delisting, or upon expiry of the exercise period. In each case, the Company will acquire the rights for an amount equal to the subscription price per right.
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Transfer restriction period
In principle, the stock acquisition rights may not be transferred to a third party without the approval of the Company's Board of Directors. With respect to the shares, transfers within 2 years of the subscription payment date are subject to a reporting obligation.
Conditions for lifting transfer restrictions
Transfers of the stock acquisition rights to the Company, グロース・キャピタル, and certain subsidiaries and affiliates are exempt from the approval restriction.
Intended allottee's holding policy
ネクスト・グロース株式会社 intends to hold the shares for investment purposes and ultimately sell them in the market. The holding period has not been determined. 株式会社ＯＰＵＳ６７ intends to hold or sell the shares based on economic rationality, and its holding period has not been determined. Both parties will sell the shares with due consideration for the impact on the market.
Payment date
30 April 2026
Basis for determining the amount to be paid
The issue price for the new shares is ¥324, equal to the closing price on 13 April 2026. This represents a 2.20% premium to the average closing price for the preceding month of ¥317, a 0.31% discount to the average closing price for the preceding 3 months of ¥325, and a 7.64% premium to the average closing price for the preceding 6 months of ¥301. The issue price for the stock acquisition rights is ¥272, based on a valuation using a Monte Carlo simulation conducted by an independent third-party valuation institution.
Procedures under the Corporate Code of Conduct
Because 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 12 July 2024 / Type 7th Series of Stock Acquisition Rights and non-committed rights offering / Amount Expected proceeds at issuance: ¥731,740,653 (estimated net proceeds: ¥710,740,653); actual proceeds: ¥431,029,399
Impact on Business Performance
The Company expects the impact on results for the fiscal year ending August 2026 to be minor, but believes the transaction will contribute to increasing corporate value over the medium to long term.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares and stock acquisition rights with exercise price adjustment provisions through a third-party allotment |
| Number of shares to be issued or disposed of | New shares 817,900 shares / Potential shares underlying the stock acquisition rights 994,700 underlying shares |
| Issue price and disposal price | New shares ¥324 per share / Stock Acquisition Rights ¥272 per right |
| Total issue value | New shares ¥264,999,600 / Stock Acquisition Rights ¥2,705,584 |
| Amount of funds to be raised | Total payment amount Total subscription proceeds: ¥589,987,984 / Estimated net proceeds Estimated net proceeds: ¥574,987,984 |
| Estimated issuance expenses | ¥15,000,000 |
| Specific use of funds | Details AI implementation and development related to patent acquisition / Amount ¥114 million / Scheduled timing of expenditures September 2026 to September 2029, Details Capital expenditures related to infrastructure enhancement and productivity improvement in the free-paper publishing business / Amount ¥391 million / Scheduled timing of expenditures September 2026 to September 2029, Details M&A and capital and business alliances / Amount ¥70 million / Scheduled timing of expenditures May 2026 to September 2029 |
| Payment date | 30 April 2026 |
| Intended allottee | Name ネクスト・グロース株式会社 / Number of shares 46,300 shares / Stock Acquisition Rights 9,947 stock acquisition rights, Name 株式会社ＯＰＵＳ６７ / Number of shares 771,600 shares |
| Intended allottee's holding policy | ネクスト・グロース株式会社 intends to hold the shares for investment purposes and ultimately sell them in the market. The holding period has not been determined. 株式会社ＯＰＵＳ６７ intends to hold or sell the shares based on economic rationality, and its holding period has not been determined. Both parties will sell the shares with due consideration for the impact on the market. |
| Dilution Rate | 24.0% (1,812,600 shares in total, comprising 817,900 new shares and 994,700 underlying shares of the stock acquisition rights) |
| Total number of issued shares | 7,539,828 shares → 9,352,428 shares (if all stock acquisition rights are exercised)（24.0%） |
| Basis for determining the amount to be paid | The issue price for the new shares is ¥324, equal to the closing price on 13 April 2026. This represents a 2.20% premium to the average closing price for the preceding month of ¥317, a 0.31% discount to the average closing price for the preceding 3 months of ¥325, and a 7.64% premium to the average closing price for the preceding 6 months of ¥301. The issue price for the stock acquisition rights is ¥272, based on a valuation using a Monte Carlo simulation conducted by an independent third-party valuation institution. |
| Exercise price | Initially ¥324. The first adjustment will be made on the trading day following the allotment date, and subsequent adjustments will be made every 2 weeks on Mondays to 90% of the closing price on the immediately preceding trading day. The floor is ¥227, with no ceiling. |
| Exercise period | From 1 May 2026 to 30 April 2029 |
| Number of Stock Acquisition Rights | The total number to be issued is 9,947. The number of outstanding unexercised rights is 9,947 as of the issuance date. |
| Transfer restriction period | In principle, the stock acquisition rights may not be transferred to a third party without the approval of the Company's Board of Directors. With respect to the shares, transfers within 2 years of the subscription payment date are subject to a reporting obligation. |
| Conditions for lifting transfer restrictions | Transfers of the stock acquisition rights to the Company, グロース・キャピタル, and certain subsidiaries and affiliates are exempt from the approval restriction. |
| Reason for acquisition without consideration | If the Company's Board of Directors resolves that acquisition is necessary, upon a corporate reorganization, if the shares are designated as Securities Under Supervision, Securities Under Special Alert, or Securities to Be Delisted, upon delisting, or upon expiry of the exercise period. In each case, the Company will acquire the rights for an amount equal to the subscription price per right. |
| Procedures under the Corporate Code of Conduct | Because 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 12 July 2024 / Type 7th Series of Stock Acquisition Rights and non-committed rights offering / Amount Expected proceeds at issuance: ¥731,740,653 (estimated net proceeds: ¥710,740,653); actual proceeds: ¥431,029,399 |
| Impact on Business Performance | The Company expects the impact on results for the fiscal year ending August 2026 to be minor, but believes the transaction will contribute to increasing corporate value over the medium to long term. |
Items this document does not state (6)
Categories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor shareholders after the offering
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 the funds required to implement the growth strategy, “Strategic Plan.” Specifically, the funds will be allocated to AI implementation and development, infrastructure enhancement and productivity improvement for the free-paper publishing business, M&A, and capital and business alliances.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.