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Share Issuance and Disposal281AInformetis Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Issuance of Informetis Co.,Ltd. 10th Stock Acquisition Rights through a Third-Party Allotment (with Exercise Price Adjustment Clause)

Informetis resolved to issue 14,000 of the 10th Series of Stock Acquisition Rights to Okasan Securities Co., Ltd. through a third-party allotment. The exercise of the stock acquisition rights will result in the issuance of up to 1.4 million shares, and the exercise price will be adjusted in line with the share price.

Worth reading
88Important
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
1400000
Shares (potential shares)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of Stock Acquisition Rights with Provisions for Adjustment of the Exercise Price through a Third-Party Allotment

Who receives how much

1,400,000 potential shares (14,000 stock acquisition rights, each exercisable for 100 shares)

Okasan Securities Co., Ltd. (14,000 stock acquisition rights)

The lower thin line represents the existing number of shares to which these shares will be added.

¥565 per stock acquisition right, or ¥5.65 per share
Total issue value

¥7,910,000 (14,000 stock acquisition rights)

Amount of funds to be raised
Total amount payable of ¥882,910,000; estimated net proceeds of ¥867,910,000
Estimated issuance expenses
¥15,000,000
Specific use of funds
Business development expenses associated with accelerating businesses for electric power companies and related operationsAmount ¥680 million / Scheduled timing of expenditures August 2026 to December 2029
Repayment of BorrowingsAmount ¥187 million / Scheduled timing of expenditures August 2026 to December 2029
Existing Shares and Increase
+23.40%Rate of increase
5,987,357 shares7,387,357Shares

Up to 23.4% (relative to the total number of issued shares and total 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 ¥625. The exercise price will be adjusted to 93% of the closing share price on the trading day immediately preceding the effective date of each exercise request. The initial minimum exercise price is ¥437 and may be reduced by resolution of the Board of Directors, provided that it does not fall below ¥313.
Exercise period
From 24 July 2026 to 23 July 2029
Number of Stock Acquisition Rights
Total number issued: 14,000; number outstanding and unexercised at the time of issuance: 14,000
Reason for acquisition without consideration
If the Board of Directors resolves to acquire the stock acquisition rights, in the event of a corporate reorganization, delisting or other specified event, or on 23 July 2029, all remaining stock acquisition rights will be acquired for ¥565 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
Until the date 180 days after the date of execution of the third-party allotment agreement (lock-up on the Company's issuance of shares, stock acquisition rights and other securities)
Conditions for lifting transfer restrictions
Any transfer of the stock acquisition rights requires approval from the Company's Board of Directors. The Company's issuance restrictions do not apply to stock options and share-based compensation, the exercise of already issued stock acquisition rights, business alliances, stock splits and other specified transactions.
Offering structure
Underwriter / lead underwriter
Okasan Securities Co., Ltd.
Major shareholders after the offering
Okasan Securities Co., Ltd. has not agreed to hold the shares for an extended period, so the major shareholders and their shareholdings after the offering are not shown.
Intended allottee's holding policy
The allottee does not intend to hold the shares acquired through the exercise of the stock acquisition rights for an extended period and plans to sell them at an appropriate time, taking into consideration share price and stock market trends. Any transfer of the stock acquisition rights requires approval from the Company's Board of Directors.
Payment date
23 July 2026
Basis for determining the amount to be paid
The value of the stock acquisition rights was calculated using a Monte Carlo simulation based on 6 July 2026 as the valuation date, a share price of ¥625, share price volatility of 102.59%, a dividend yield of 0%, and a risk-free interest rate of 1.553%, among other factors. The initial exercise price is ¥625, the closing share price on 6 July 2026. The exercise price will be adjusted to 93% of the closing share price on the trading day immediately preceding the adjustment date. The initial minimum exercise price is ¥437, or 70% of the closing share price, and the adjusted minimum exercise price is ¥313, or 50% of the closing share price.
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, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions.
Most recent equity financing
Timing 6 December 2024 / Type Public offering (upon initial listing) / Amount ¥578,223,440 in proceeds, Timing 22 December 2025 / Type 9th Series of stock acquisition rights with exercise price adjustment clauses issued through a third-party allotment / Amount ¥491,400,000 in expected proceeds (estimated net proceeds); ¥371,560,510 raised to date (estimated net proceeds)
Impact on Business Performance
There will be no impact on the Company's results for the fiscal year ending December 2026.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Stock Acquisition Rights with Provisions for Adjustment of the Exercise Price through a Third-Party Allotment
Number of shares to be issued or disposed of1,400,000 potential shares (14,000 stock acquisition rights, each exercisable for 100 shares)
Issue price and disposal price¥565 per stock acquisition right, or ¥5.65 per share
Total issue value¥7,910,000 (14,000 stock acquisition rights)
Amount of funds to be raisedTotal amount payable of ¥882,910,000; estimated net proceeds of ¥867,910,000
Estimated issuance expenses¥15,000,000
Specific use of fundsDetails Business development expenses associated with accelerating businesses for electric power companies and related operations / Amount ¥680 million / Scheduled timing of expenditures August 2026 to December 2029, Details Repayment of Borrowings / Amount ¥187 million / Scheduled timing of expenditures August 2026 to December 2029
Payment date23 July 2026
Intended allotteeOkasan Securities Co., Ltd. (14,000 stock acquisition rights)
Intended allottee's holding policyThe allottee does not intend to hold the shares acquired through the exercise of the stock acquisition rights for an extended period and plans to sell them at an appropriate time, taking into consideration share price and stock market trends. Any transfer of the stock acquisition rights requires approval from the Company's Board of Directors.
Dilution RateUp to 23.4% (relative to the total number of issued shares and total voting rights)
Total number of issued shares5,987,357 shares → 7,387,357 shares (assuming all stock acquisition rights are exercised)(23.4%)
Basis for determining the amount to be paidThe value of the stock acquisition rights was calculated using a Monte Carlo simulation based on 6 July 2026 as the valuation date, a share price of ¥625, share price volatility of 102.59%, a dividend yield of 0%, and a risk-free interest rate of 1.553%, among other factors. The initial exercise price is ¥625, the closing share price on 6 July 2026. The exercise price will be adjusted to 93% of the closing share price on the trading day immediately preceding the adjustment date. The initial minimum exercise price is ¥437, or 70% of the closing share price, and the adjusted minimum exercise price is ¥313, or 50% of the closing share price.
Exercise priceInitially ¥625. The exercise price will be adjusted to 93% of the closing share price on the trading day immediately preceding the effective date of each exercise request. The initial minimum exercise price is ¥437 and may be reduced by resolution of the Board of Directors, provided that it does not fall below ¥313.
Exercise periodFrom 24 July 2026 to 23 July 2029
Number of Stock Acquisition RightsTotal number issued: 14,000; number outstanding and unexercised at the time of issuance: 14,000
Transfer restriction periodUntil the date 180 days after the date of execution of the third-party allotment agreement (lock-up on the Company's issuance of shares, stock acquisition rights and other securities)
Conditions for lifting transfer restrictionsAny transfer of the stock acquisition rights requires approval from the Company's Board of Directors. The Company's issuance restrictions do not apply to stock options and share-based compensation, the exercise of already issued stock acquisition rights, business alliances, stock splits and other specified transactions.
Reason for acquisition without considerationIf the Board of Directors resolves to acquire the stock acquisition rights, in the event of a corporate reorganization, delisting or other specified event, or on 23 July 2029, all remaining stock acquisition rights will be acquired for ¥565 per right.
Underwriter / lead underwriterOkasan Securities Co., Ltd.
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions.
Most recent equity financingTiming 6 December 2024 / Type Public offering (upon initial listing) / Amount ¥578,223,440 in proceeds, Timing 22 December 2025 / Type 9th Series of stock acquisition rights with exercise price adjustment clauses issued through a third-party allotment / Amount ¥491,400,000 in expected proceeds (estimated net proceeds); ¥371,560,510 raised to date (estimated net proceeds)
Major shareholders after the offeringOkasan Securities Co., Ltd. has not agreed to hold the shares for an extended period, so the major shareholders and their shareholdings after the offering are not shown.
Impact on Business PerformanceThere will be no impact on the Company's results for the fiscal year ending December 2026.
Items this document does not state (4)
Categories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock 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 funds for business development to expand and enhance services for electric power companies, particularly demand response-related services, and to repay borrowings, thereby reducing interest expenses and strengthening the financial base.

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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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of Informetis Co.,Ltd. 10th Stock Acquisition Rights through a Third-Party Allotment (with Exercise Price Adjustment Clause) | Informetis Co.,Ltd. (281A) timely disclosure | Komori