Worth reading
60In focus
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
600
¥ millionWording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of 2033 Euro-Yen convertible bonds with stock acquisition rights subject to acquisition provisions
Intended allottee
Investors in overseas markets, primarily Europe and Asia, excluding the United States. The names and number of individual investors are Not disclosed. Aggregate individual purchase underwriting by the joint lead managers
Total issue value
Aggregate principal amount of the bonds: ¥60 billion, excluding substitute bonds with stock acquisition rights
Amount of funds to be raised
Issue proceeds: approximately ¥60 billion (estimated net proceeds after expenses: Not disclosed)
Specific use of funds
Funds for the acquisition of shares in the target companies through MEAL HUB Co., Ltd., established on 8 April 2026Amount Approximately ¥30 billion / Scheduled timing of expenditures Through 31 October 2026
Funds for the acquisition of treasury sharesAmount Approximately ¥30 billion
発行済株式総数
Not calculated because the conversion price has not yet been determined
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
The initial conversion price has not been determined. Following issuance, provisions allow for adjustment in the event of an issue of shares or disposal of treasury shares at a subscription price below market value, among other events. The lower limit for adjustment is Not disclosed
Exercise period
From 29 October 2026 to 16 September 2033
Number of Stock Acquisition Rights
6,000 stock acquisition rights, plus the number relating to substitute bonds with stock acquisition rights. The unexercised balance is Not disclosed
Reason for acquisition without consideration
Conditions are prescribed for acquisition upon an exercise request, acquisition at the company’s discretion, and early redemption or acquisition in connection with a corporate reorganization, delisting, squeeze-out or similar event
Offering structure
Underwriter / lead underwriter
Morgan Stanley & Co. International plc (sole active bookrunner and joint lead manager)Daiwa Capital Markets Europe Limited (sole passive bookrunner and joint lead manager)
Payment date
15 October 2026 (London time)
Basis for determining the amount to be paid
The initial conversion price will be determined based on investor demand and market conditions. It will not be below the closing price of the common shares on the date the underwriting agreement is signed (closing price × 1.0 or higher).
Impact on Business Performance
There is no change to the earnings forecast for the current fiscal year.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of 2033 Euro-Yen convertible bonds with stock acquisition rights subject to acquisition provisions |
| Issue price and disposal price | 100.0% of the principal amount of the bonds (¥10 million principal amount per bond) / Offering price (issue price): 102.5% of the principal amount of the bonds |
| Total issue value | Aggregate principal amount of the bonds: ¥60 billion, excluding substitute bonds with stock acquisition rights |
| Amount of funds to be raised | Issue proceeds: approximately ¥60 billion (estimated net proceeds after expenses: Not disclosed) |
| Specific use of funds | Details Funds for the acquisition of shares in the target companies through MEAL HUB Co., Ltd., established on 8 April 2026 / Amount Approximately ¥30 billion / Scheduled timing of expenditures Through 31 October 2026, Details Funds for the acquisition of treasury shares / Amount Approximately ¥30 billion / Scheduled timing of expenditures Not disclosed |
| Payment date | 15 October 2026 (London time) |
| Intended allottee | Investors in overseas markets, primarily Europe and Asia, excluding the United States. The names and number of individual investors are Not disclosed. Aggregate individual purchase underwriting by the joint lead managers |
| Dilution Rate | Not calculated because the conversion price has not yet been determined |
| Basis for determining the amount to be paid | The initial conversion price will be determined based on investor demand and market conditions. It will not be below the closing price of the common shares on the date the underwriting agreement is signed (closing price × 1.0 or higher). |
| Exercise price | The initial conversion price has not been determined. Following issuance, provisions allow for adjustment in the event of an issue of shares or disposal of treasury shares at a subscription price below market value, among other events. The lower limit for adjustment is Not disclosed |
| Exercise period | From 29 October 2026 to 16 September 2033 |
| Number of Stock Acquisition Rights | 6,000 stock acquisition rights, plus the number relating to substitute bonds with stock acquisition rights. The unexercised balance is Not disclosed |
| Reason for acquisition without consideration | Conditions are prescribed for acquisition upon an exercise request, acquisition at the company’s discretion, and early redemption or acquisition in connection with a corporate reorganization, delisting, squeeze-out or similar event |
| Underwriter / lead underwriter | Morgan Stanley & Co. International plc (sole active bookrunner and joint lead manager), Daiwa Capital Markets Europe Limited (sole passive bookrunner and joint lead manager) |
| Impact on Business Performance | There is no change to the earnings forecast for the current fiscal year. |
Items this document does not state (13)
Number of shares to be issued or disposed ofEstimated issuance expensesIntended allottee's holding policyTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor 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 funds needed for growth investment and diversify financing methods, while strengthening shareholder returns through the acquisition of approximately ¥40 billion in treasury shares, improving capital efficiency, and enhancing corporate and shareholder value. The company also aims to limit financing costs and share dilution through zero-coupon terms, conversion restriction provisions, and automatic exercise and single-shot acquisition provisions.
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.
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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.