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Share Issuance and Disposal3121MBK Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares Through a Third-Party Allotment to External Collaborators

The Company resolved to dispose of 100,000 treasury shares at ¥235 per share to クリエイトキャピタル株式会社, accepting monetary claims under a consulting agreement as in-kind contributions. The Company has also confirmed its policy that the shares will be held for 1 year following the disposal.

Worth reading
54Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
100000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of Treasury Shares Through a Third-Party Allotment

Who receives how much100,000Shares

Treasury shares: 100,000 shares

クリエイトキャピタル株式会社100,000 shares

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

¥235 per share
Total issue value

¥23,500,000

Amount of funds to be raised
Not applicable (in-kind contribution of monetary claims)
Specific use of funds
Not applicable (in-kind contribution of monetary claims)
発行済株式総数

0.31% (0.33% on a voting rights basis)

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.

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
The shares will be held for 1 year following the allotment. An undertaking will apply for 2 years following the allotment concerning reporting upon transfer and related matters.
Offering structure
Major shareholders after the offering
Name アートポートインベスト株式会社 / Shareholding ratio 36.40%Name 株式会社ぽると / Shareholding ratio 14.68%Name TOTAL NETWORK HOLDINGS LIMITED / Shareholding ratio 10.06%Name Colors Japan Co., Ltd. / Shareholding ratio 2.08%Name Sonobe Koji (園部 皓志) / Shareholding ratio 2.01%Name KGI ASIA LIMITED-CLIENT ACCOUNT / Shareholding ratio 1.07%Name 株式会社ケイ・アイ・シー / Shareholding ratio 0.79%Name Rakuten Bank,Ltd. shared account / Shareholding ratio 0.77%Name KAY LEO BROTHERS LIMITED / Shareholding ratio 0.63%Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 0.48%
Categories and Number of Persons Covered
クリエイトキャピタル株式会社, 1 company; 100,000 shares
Intended allottee's holding policy
The shares will be held for 1 year following the allotment. The Company plans to receive a written undertaking agreeing, among other matters, to immediately report the details in writing if all or part of the shares are transferred during the 2 years following the allotment.
Payment date
23 April 2026
Basis for determining the amount to be paid
The closing price on the TSE Standard Market on 6 April 2026 was ¥235. This represents a 7.18% premium to the 1-month average of ¥219.25, a 5.50% premium to the 3-month average of ¥222.75, and a 1.37% premium to the 6-month average of ¥231.83.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and there will be no change in the controlling shareholder or other such party, the Company determined that obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are unnecessary.
Most recent equity financing
Timing 14 July 2025 / Type Issuance of new shares by third-party allotment / Amount ¥766,695,300, Timing 14 July 2025 / Type Issuance of the 17th Series Stock Acquisition Rights through a third-party allotment / Amount Total issue proceeds: ¥33,287,348; expected funds raised: ¥3,233,286,548, Timing 13 March 2026 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount Not disclosed
Impact on Business Performance
The impact on results for the fiscal year ending October 2026 is expected to be immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of Treasury Shares Through a Third-Party Allotment
Number of shares to be issued or disposed ofTreasury shares: 100,000 shares
Issue price and disposal price¥235 per share
Total issue value¥23,500,000
Amount of funds to be raisedNot applicable (in-kind contribution of monetary claims)
Specific use of fundsNot applicable (in-kind contribution of monetary claims)
Payment date23 April 2026
Intended allotteeName クリエイトキャピタル株式会社 / Number of Shares 100,000 shares
Intended allottee's holding policyThe shares will be held for 1 year following the allotment. The Company plans to receive a written undertaking agreeing, among other matters, to immediately report the details in writing if all or part of the shares are transferred during the 2 years following the allotment.
Dilution Rate0.31% (0.33% on a voting rights basis)
Total number of issued shares31,806,190 shares → 31,806,190 shares(0%)
Basis for determining the amount to be paidThe closing price on the TSE Standard Market on 6 April 2026 was ¥235. This represents a 7.18% premium to the 1-month average of ¥219.25, a 5.50% premium to the 3-month average of ¥222.75, and a 1.37% premium to the 6-month average of ¥231.83.
Transfer restriction periodThe shares will be held for 1 year following the allotment. An undertaking will apply for 2 years following the allotment concerning reporting upon transfer and related matters.
Categories and Number of Persons Coveredクリエイトキャピタル株式会社, 1 company; 100,000 shares
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and there will be no change in the controlling shareholder or other such party, the Company determined that obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are unnecessary.
Most recent equity financingTiming 14 July 2025 / Type Issuance of new shares by third-party allotment / Amount ¥766,695,300, Timing 14 July 2025 / Type Issuance of the 17th Series Stock Acquisition Rights through a third-party allotment / Amount Total issue proceeds: ¥33,287,348; expected funds raised: ¥3,233,286,548, Timing 13 March 2026 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount Not disclosed
Major shareholders after the offeringName アートポートインベスト株式会社 / Shareholding ratio 36.40%, Name 株式会社ぽると / Shareholding ratio 14.68%, Name TOTAL NETWORK HOLDINGS LIMITED / Shareholding ratio 10.06%, Name Colors Japan Co., Ltd. / Shareholding ratio 2.08%, Name Sonobe Koji (園部 皓志) / Shareholding ratio 2.01%, Name KGI ASIA LIMITED-CLIENT ACCOUNT / Shareholding ratio 1.07%, Name 株式会社ケイ・アイ・シー / Shareholding ratio 0.79%, Name Rakuten Bank,Ltd. shared account / Shareholding ratio 0.77%, Name KAY LEO BROTHERS LIMITED / Shareholding ratio 0.63%, Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 0.48%
Impact on Business PerformanceThe impact on results for the fiscal year ending October 2026 is expected to be immaterial.
Items this document does not state (10)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsReason for acquisition without considerationTotal 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.

The Company will enter into a consulting agreement with クリエイトキャピタル株式会社 to draw on its expertise in M&A, IR and management strategy, receive proposals for specific M&A transactions and advice on management strategy, and provide an incentive linked to the enhancement of corporate value.

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Notice Concerning the Disposal of Treasury Shares Through a Third-Party Allotment to External Collaborators | MBK Co.,Ltd. (3121) timely disclosure | Komori