Worth reading
87Important
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
13.17
% (dilution based on the initial exercise price)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of the 9th stock acquisition rights by third-party allotment (with provisions for adjustment of the exercise price)
発行・処分する株式数
Potential shares based on the initial exercise price of ¥2,006: 1,495,500 shares; potential shares based on the minimum exercise price of ¥1,805: 1,662,000 shares
Intended allottee
Name PSPI Ⅲ S2, L.P. / Number of Shares Not disclosed
¥660 per stock acquisition right
Total issue value
¥9,870,300
Amount of funds to be raised
Total payment amount: ¥3,009,843,300; estimated net proceeds: ¥3,001,843,300
Estimated issuance expenses
¥8,000,000
Specific use of funds
Investment funds to strengthen existing businesses (capital investment to reduce factory costs in the food business and investment funds for the rollout of a new-store development model in the restaurant business)Amount ¥1,480 million / Scheduled timing of expenditures February 2027 to August 2031
Investment funds to accelerate growth and strengthen the dual business model (investment funds for opening D2C-style stores based on collaboration between the food and restaurant businesses, rolling out this business model, and developing related products)Amount ¥1,170 million / Scheduled timing of expenditures February 2027 to August 2031
Investment funds to strengthen the management foundation (personnel expenses related to recruiting and developing specialized personnel responsible for business growth and strengthening the management foundation)Amount ¥351 million / Scheduled timing of expenditures February 2027 to August 2031
Existing Shares and Increase
+13.17%Rate of increase
11,358,580 shares12,854,080Shares
Based on the initial exercise price: 13.17% (total shares issued), 13.18% (total voting rights); based on the minimum exercise price: 14.63% (total shares issued), 14.64% (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
Initial exercise price: ¥2,006 per share. The exercise price will be adjusted on 3 February 2027, 3 February 2028 and 2 February 2029 if the average closing price over the 20 consecutive trading days up to each adjustment date is at least ¥1 below the exercise price effective on the relevant adjustment date. The minimum exercise price is ¥1,805. Separate adjustment provisions apply in connection with the issuance or disposal of shares and other events, with an adjustment floor of ¥1,604.
Exercise period
4 August 2026 to 1 August 2031 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition Rights
Total issued: 14,955; remaining unexercised: Not disclosed
Reason for acquisition without consideration
If the Company is absorbed in a merger, becomes a wholly owned subsidiary of another company through a share exchange, share transfer or share delivery, or its ordinary shares are delisted, the Company may acquire all of the stock acquisition rights for ¥660 per right after giving notice 15 trading days in advance.
Offering structure
Major shareholders after the offering
Name 株式会社文野屋 / Shareholding ratio 20.42％Name PSPI Ⅲ S2, L.P. / Shareholding ratio 11.64％Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 5.75％Name Bunno Naoki (文野 直樹) / Shareholding ratio 2.55％Name サントリー株式会社 / Shareholding ratio 1.59％Name Mori Takahiro (森 孝裕) / Shareholding ratio 1.40％Name Nakata Hiroyasu (仲田 浩康) / Shareholding ratio 1.27％Name Bunno Hiromi (文野 弘美) / Shareholding ratio 1.03％Name EAT&HOLDINGS Employee Stock Ownership Association / Shareholding ratio 0.90％Name EAT&HOLDINGS Business Partner Stock Ownership Association / Shareholding ratio 0.89％
Intended allottee's holding policy
The allottee has no policy of transferring these stock acquisition rights to a third party within a short period after the allotment. The ordinary shares delivered upon exercise of the stock acquisition rights will be sold after taking into account business performance, dividend conditions and market trends. In principle, the stock acquisition rights will not be exercised during the period from 4 August 2026 to 3 February 2027.
Payment date
3 August 2026
Basis for determining the amount to be paid
The initial exercise price of ¥2,006 is equal to the average of the average closing prices for the 1-month, 3-month and 6-month periods up to and including 13 July 2026. This represents a 0.94% discount to the closing price of ¥2,025 on the business day preceding the Board of Directors' resolution. The minimum exercise price of ¥1,805 is 90% of the initial exercise price and represents a 10.86% discount to the closing price of ¥2,025. The issue price of ¥660 per stock acquisition right is equal to the valuation determined by an independent valuation institution.
Procedures under the Corporate Code of Conduct
Because the dilution ratio 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. The Audit and Supervisory Committee, 2 of whose 3 members are outside directors, expressed the opinion that the issuance is lawful and is not on particularly favorable terms.
Most recent equity financing
None in the past 3 years
Impact on Business Performance
The impact of issuing these stock acquisition rights through a third-party allotment on the Company's group results for the current fiscal year will be immaterial.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 9th stock acquisition rights by third-party allotment (with provisions for adjustment of the exercise price) |
| Number of shares to be issued or disposed of | Potential shares based on the initial exercise price of ¥2,006: 1,495,500 shares; potential shares based on the minimum exercise price of ¥1,805: 1,662,000 shares |
| Issue price and disposal price | ¥660 per stock acquisition right |
| Total issue value | ¥9,870,300 |
| Amount of funds to be raised | Total payment amount: ¥3,009,843,300; estimated net proceeds: ¥3,001,843,300 |
| Estimated issuance expenses | ¥8,000,000 |
| Specific use of funds | Details Investment funds to strengthen existing businesses (capital investment to reduce factory costs in the food business and investment funds for the rollout of a new-store development model in the restaurant business) / Amount ¥1,480 million / Scheduled timing of expenditures February 2027 to August 2031, Details Investment funds to accelerate growth and strengthen the dual business model (investment funds for opening D2C-style stores based on collaboration between the food and restaurant businesses, rolling out this business model, and developing related products) / Amount ¥1,170 million / Scheduled timing of expenditures February 2027 to August 2031, Details Investment funds to strengthen the management foundation (personnel expenses related to recruiting and developing specialized personnel responsible for business growth and strengthening the management foundation) / Amount ¥351 million / Scheduled timing of expenditures February 2027 to August 2031 |
| Payment date | 3 August 2026 |
| Intended allottee | Name PSPI Ⅲ S2, L.P. / Number of Shares Not disclosed |
| Intended allottee's holding policy | The allottee has no policy of transferring these stock acquisition rights to a third party within a short period after the allotment. The ordinary shares delivered upon exercise of the stock acquisition rights will be sold after taking into account business performance, dividend conditions and market trends. In principle, the stock acquisition rights will not be exercised during the period from 4 August 2026 to 3 February 2027. |
| Dilution Rate | Based on the initial exercise price: 13.17% (total shares issued), 13.18% (total voting rights); based on the minimum exercise price: 14.63% (total shares issued), 14.64% (total voting rights) |
| Total number of issued shares | 11,358,580 shares → 12,854,080 shares (if all rights are exercised at the initial exercise price of ¥2,006)（13.17％） |
| Basis for determining the amount to be paid | The initial exercise price of ¥2,006 is equal to the average of the average closing prices for the 1-month, 3-month and 6-month periods up to and including 13 July 2026. This represents a 0.94% discount to the closing price of ¥2,025 on the business day preceding the Board of Directors' resolution. The minimum exercise price of ¥1,805 is 90% of the initial exercise price and represents a 10.86% discount to the closing price of ¥2,025. The issue price of ¥660 per stock acquisition right is equal to the valuation determined by an independent valuation institution. |
| Exercise price | Initial exercise price: ¥2,006 per share. The exercise price will be adjusted on 3 February 2027, 3 February 2028 and 2 February 2029 if the average closing price over the 20 consecutive trading days up to each adjustment date is at least ¥1 below the exercise price effective on the relevant adjustment date. The minimum exercise price is ¥1,805. Separate adjustment provisions apply in connection with the issuance or disposal of shares and other events, with an adjustment floor of ¥1,604. |
| Exercise period | 4 August 2026 to 1 August 2031 (if the final day is not a bank business day, the preceding bank business day) |
| Number of Stock Acquisition Rights | Total issued: 14,955; remaining unexercised: Not disclosed |
| Reason for acquisition without consideration | If the Company is absorbed in a merger, becomes a wholly owned subsidiary of another company through a share exchange, share transfer or share delivery, or its ordinary shares are delisted, the Company may acquire all of the stock acquisition rights for ¥660 per right after giving notice 15 trading days in advance. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio 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. The Audit and Supervisory Committee, 2 of whose 3 members are outside directors, expressed the opinion that the issuance is lawful and is not on particularly favorable terms. |
| Most recent equity financing | None in the past 3 years |
| Major shareholders after the offering | Name 株式会社文野屋 / Shareholding ratio 20.42％, Name PSPI Ⅲ S2, L.P. / Shareholding ratio 11.64％, Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 5.75％, Name Bunno Naoki (文野 直樹) / Shareholding ratio 2.55％, Name サントリー株式会社 / Shareholding ratio 1.59％, Name Mori Takahiro (森 孝裕) / Shareholding ratio 1.40％, Name Nakata Hiroyasu (仲田 浩康) / Shareholding ratio 1.27％, Name Bunno Hiromi (文野 弘美) / Shareholding ratio 1.03％, Name EAT&HOLDINGS Employee Stock Ownership Association / Shareholding ratio 0.90％, Name EAT&HOLDINGS Business Partner Stock Ownership Association / Shareholding ratio 0.89％ |
| Impact on Business Performance | The impact of issuing these stock acquisition rights through a third-party allotment on the Company's group results for the current fiscal year will be immaterial. |
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 raise funds for investments to strengthen its existing businesses, accelerate growth by strengthening its dual food and restaurant business model, and reinforce its management foundation, while receiving management, financial, marketing and human resources support from Advantage Partners, with the aim of enhancing corporate value and achieving sustainable growth.
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