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
14.21
Dilution rate (%)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of new shares and the 9th stock acquisition rights through a third-party allotment
発行・処分する株式数
New shares 950,000 shares / Number of potential shares underlying the stock acquisition rights 6,800,000 shares (68,000 stock acquisition rights; 100 shares per right)
Intended allottee
Name 株式会社IT総合人材育成センター / New shares 950,000 shares / Stock Acquisition Rights 19,000 rights, Name 株式会社ベビーピュア / Stock Acquisition Rights 19,000 rights, Name Blue Coast Capital Limited / Stock Acquisition Rights 30,000 units
New shares ¥93 per share / Stock Acquisition Rights ¥142 per right
Total issue value
New shares ¥88,350,000 / Stock Acquisition Rights ¥9,656,000 in total
Amount of funds to be raised
Total payment amount ¥730,406,000 / Estimated net proceeds ¥712,047,000
Estimated issuance expenses
¥18,359,000
Specific use of funds
Procurement funds for ferrous and non-ferrous metals at the Company's subsidiary 栄新商事Amount ¥52 million / Scheduled timing of expenditures September 2026 to December 2026
Procurement funds for ferrous and non-ferrous metals at the Company's subsidiary 龍一商事Amount ¥17.991 million / Scheduled timing of expenditures September 2026 to December 2026
Procurement funds for ferrous and non-ferrous metals at the Company's subsidiary 北山商事Amount ¥262 million / Scheduled timing of expenditures September 2026 to August 2028
Procurement funds for ferrous and non-ferrous metals at the Company's subsidiary 栄新商事Amount ¥262 million / Scheduled timing of expenditures September 2026 to August 2028
Procurement funds for ferrous and non-ferrous metals at the Company's subsidiary 龍一商事Amount ¥118.056 million / Scheduled timing of expenditures September 2026 to August 2028
Existing Shares and Increase
+14.21%Rate of increase
54,877,500 shares62,627,500Shares
14.21% in total (1.73% from the new shares and 12.39% from 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 ¥93 per share. Subject to the adjustments specified in Section 11. Floor: Not disclosed.
Exercise period
11 September 2026 to 10 September 2028
Number of Stock Acquisition Rights
68,000 rights issued in total; unexercised balance is Not disclosed because the rights have not yet been issued
Reason for acquisition without consideration
If the closing price for regular trading on the Tokyo Stock Exchange exceeds 120% of the exercise price applicable on each trading day for 20 consecutive trading days, the Company may acquire all or part of the remaining stock acquisition rights at their initial issue price by resolution of the board of directors and through notice and public notice.
Offering structure
Major shareholders after the offering
Name Kitayama Sōmei (北山聡明) / Shareholding ratio 11.10％Name Fukuda Takuya (福田卓哉) / Shareholding ratio 10.74％Name DADU(HONG KONG)CO.,LIMITED / Shareholding ratio 6.13％Name Tsukamoto Aki (塚本明輝) / Shareholding ratio 5.98％Name Shiomitsu Ryūichi (塩満龍一) / Shareholding ratio 4.94％Name INTERACTIVE BROKERS LLC / Shareholding ratio 2.94％Name Zhang Ming (張明) / Shareholding ratio 2.31％Name MATSUI SECURITIES CO.,LTD. / Shareholding ratio 2.14％Name Futu Securities International (Hong Kong) Limited / Shareholding ratio 1.87％Name 株式会社JME / Shareholding ratio 1.79％
Intended allottee's holding policy
株式会社IT総合人材育成センター and 株式会社ベビーピュア will basically hold the securities for investment purposes, but plan to hold them over the medium to long term. Blue Coast Capital Limited intends to hold them for investment purposes and sell them in stages in consideration of market conditions. The stock acquisition rights will be exercised in stages. Transfers require the approval of the Company's board of directors.
Payment date
11 September 2026
Basis for determining the amount to be paid
The issue price for the new shares is ¥93, representing a 7.92% discount to the closing price of ¥101 on 25 August 2026. This represents discounts of 0.6% to the one-month average of ¥93.5, 0.7% to the three-month average of ¥93.72, and 12.2% to the six-month average of ¥105.87. The issue price of the stock acquisition rights is ¥142 per right, equal to the valuation calculated by an independent third-party valuation institution using the Monte Carlo method. The exercise price of ¥93 represents discounts of 0.6% to the one-month average, 0.7% to the three-month average, and 12.2% to the six-month average.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction will not result in 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 15 November 2024 / Type Issuance of shares through a third-party allotment / Amount ¥35,800,000, Timing 15 November 2024 / Type Issuance of shares through a third-party allotment / Amount ¥113,400,000, Timing 15 November 2024 / Type Issuance of the 7th stock acquisition rights through a third-party allotment / Amount ¥4,446,000 from issuance and ¥322,200,000 from exercise, Timing 15 November 2024 / Type Issuance of the 8th stock acquisition rights through a third-party allotment / Amount ¥20,790,000 from issuance and ¥1,020,600,000 from exercise
Impact on Business Performance
The impact on the consolidated earnings forecast for the fiscal year ending January 2027 is currently under review. The Company will promptly disclose any confirmed impact.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares and the 9th stock acquisition rights through a third-party allotment |
| Number of shares to be issued or disposed of | New shares 950,000 shares / Number of potential shares underlying the stock acquisition rights 6,800,000 shares (68,000 stock acquisition rights; 100 shares per right) |
| Issue price and disposal price | New shares ¥93 per share / Stock Acquisition Rights ¥142 per right |
| Total issue value | New shares ¥88,350,000 / Stock Acquisition Rights ¥9,656,000 in total |
| Amount of funds to be raised | Total payment amount ¥730,406,000 / Estimated net proceeds ¥712,047,000 |
| Estimated issuance expenses | ¥18,359,000 |
| Specific use of funds | Details Procurement funds for ferrous and non-ferrous metals at the Company's subsidiary 栄新商事 / Amount ¥52 million / Scheduled timing of expenditures September 2026 to December 2026, Details Procurement funds for ferrous and non-ferrous metals at the Company's subsidiary 龍一商事 / Amount ¥17.991 million / Scheduled timing of expenditures September 2026 to December 2026, Details Procurement funds for ferrous and non-ferrous metals at the Company's subsidiary 北山商事 / Amount ¥262 million / Scheduled timing of expenditures September 2026 to August 2028, Details Procurement funds for ferrous and non-ferrous metals at the Company's subsidiary 栄新商事 / Amount ¥262 million / Scheduled timing of expenditures September 2026 to August 2028, Details Procurement funds for ferrous and non-ferrous metals at the Company's subsidiary 龍一商事 / Amount ¥118.056 million / Scheduled timing of expenditures September 2026 to August 2028 |
| Payment date | 11 September 2026 |
| Intended allottee | Name 株式会社IT総合人材育成センター / New shares 950,000 shares / Stock Acquisition Rights 19,000 rights, Name 株式会社ベビーピュア / Stock Acquisition Rights 19,000 rights, Name Blue Coast Capital Limited / Stock Acquisition Rights 30,000 units |
| Intended allottee's holding policy | 株式会社IT総合人材育成センター and 株式会社ベビーピュア will basically hold the securities for investment purposes, but plan to hold them over the medium to long term. Blue Coast Capital Limited intends to hold them for investment purposes and sell them in stages in consideration of market conditions. The stock acquisition rights will be exercised in stages. Transfers require the approval of the Company's board of directors. |
| Dilution Rate | 14.21% in total (1.73% from the new shares and 12.39% from the stock acquisition rights) |
| Total number of issued shares | 54,877,500 shares → 62,627,500 shares（14.13% (calculated)） |
| Basis for determining the amount to be paid | The issue price for the new shares is ¥93, representing a 7.92% discount to the closing price of ¥101 on 25 August 2026. This represents discounts of 0.6% to the one-month average of ¥93.5, 0.7% to the three-month average of ¥93.72, and 12.2% to the six-month average of ¥105.87. The issue price of the stock acquisition rights is ¥142 per right, equal to the valuation calculated by an independent third-party valuation institution using the Monte Carlo method. The exercise price of ¥93 represents discounts of 0.6% to the one-month average, 0.7% to the three-month average, and 12.2% to the six-month average. |
| Exercise price | Initially ¥93 per share. Subject to the adjustments specified in Section 11. Floor: Not disclosed. |
| Exercise period | 11 September 2026 to 10 September 2028 |
| Number of Stock Acquisition Rights | 68,000 rights issued in total; unexercised balance is Not disclosed because the rights have not yet been issued |
| Reason for acquisition without consideration | If the closing price for regular trading on the Tokyo Stock Exchange exceeds 120% of the exercise price applicable on each trading day for 20 consecutive trading days, the Company may acquire all or part of the remaining stock acquisition rights at their initial issue price by resolution of the board of directors and through notice and public notice. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and the transaction will not result in 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 15 November 2024 / Type Issuance of shares through a third-party allotment / Amount ¥35,800,000, Timing 15 November 2024 / Type Issuance of shares through a third-party allotment / Amount ¥113,400,000, Timing 15 November 2024 / Type Issuance of the 7th stock acquisition rights through a third-party allotment / Amount ¥4,446,000 from issuance and ¥322,200,000 from exercise, Timing 15 November 2024 / Type Issuance of the 8th stock acquisition rights through a third-party allotment / Amount ¥20,790,000 from issuance and ¥1,020,600,000 from exercise |
| Major shareholders after the offering | Name Kitayama Sōmei (北山聡明) / Shareholding ratio 11.10％, Name Fukuda Takuya (福田卓哉) / Shareholding ratio 10.74％, Name DADU(HONG KONG)CO.,LIMITED / Shareholding ratio 6.13％, Name Tsukamoto Aki (塚本明輝) / Shareholding ratio 5.98％, Name Shiomitsu Ryūichi (塩満龍一) / Shareholding ratio 4.94％, Name INTERACTIVE BROKERS LLC / Shareholding ratio 2.94％, Name Zhang Ming (張明) / Shareholding ratio 2.31％, Name MATSUI SECURITIES CO.,LTD. / Shareholding ratio 2.14％, Name Futu Securities International (Hong Kong) Limited / Shareholding ratio 1.87％, Name 株式会社JME / Shareholding ratio 1.79％ |
| Impact on Business Performance | The impact on the consolidated earnings forecast for the fiscal year ending January 2027 is currently under review. The Company will promptly disclose any confirmed impact. |
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 expand the existing businesses, secure working capital, including funds for the procurement of ferrous and non-ferrous metals by 3 subsidiaries, strengthen the business foundation, advance the growth strategy, and improve the financial position. The Company explains that a third-party allotment will enable it to raise the necessary funds quickly and reliably, while exercising the stock acquisition rights in stages will provide a degree of consideration for dilution.
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