Details of issuance or disposal
Issuance of Stock Acquisition Rights with Provisions for Adjustment of the Exercise Price through a Third-Party Allotment
1,400,000 potential shares (14,000 stock acquisition rights, each exercisable for 100 shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥7,910,000 (14,000 stock acquisition rights)
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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance 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 of | 1,400,000 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 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 | Details 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 date | 23 July 2026 |
| Intended allottee | Okasan Securities Co., Ltd. (14,000 stock acquisition rights) |
| 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. |
| Dilution Rate | Up to 23.4% (relative to the total number of issued shares and total voting rights) |
| Total number of issued shares | 5,987,357 shares → 7,387,357 shares (assuming all stock acquisition rights are exercised)(23.4%) |
| 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. |
| 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 |
| 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. |
| 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. |
| Underwriter / lead underwriter | Okasan Securities Co., Ltd. |
| 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) |
| 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. |
| Impact on Business Performance | There will be no impact on the Company's results for the fiscal year ending December 2026. |
Items this document does not state (4)
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.