Details of issuance or disposal
Disposal of Treasury Shares Through a Third-Party Allotment
60,000 treasury shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥12,060,000
0.18% of total issued shares and 0.20% of 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 | Disposal of Treasury Shares Through a Third-Party Allotment |
| Number of shares to be issued or disposed of | 60,000 treasury shares |
| Issue price and disposal price | ¥201 per share |
| Total issue value | ¥12,060,000 |
| Amount of funds to be raised | Not applicable because this is a contribution in kind (both the total amount payable and the estimated net proceeds are not applicable) |
| Payment date | 12 June 2026 |
| Intended allottee | SAMBO DHI株式会社: 60,000 shares |
| Intended allottee's holding policy | The allottee intends to hold the shares for 1 year after the allotment for the purpose of securing capital gains. The Company plans to receive a written undertaking that any transfer of the shares during the 2 years after the allotment will be reported to the Company in writing. |
| Dilution Rate | 0.18% of total issued shares and 0.20% of total voting rights |
| Total number of issued shares | 32,806,190 shares → 32,806,190 shares(0%) |
| Basis for determining the amount to be paid | A 9.87% discount to the closing price of ¥223 on 26 May 2026. This represents discounts of 6.63% to the 1-month average of ¥215.28, 8.64% to the 3-month average of ¥220.02 and 8.70% to the 6-month average of ¥220.16. |
| Transfer restriction period | The shares must be held for 1 year after the allotment. Transfers during the 2 years after the allotment must be reported. |
| Categories and Number of Persons Covered | External collaborator, SAMBO DHI株式会社: 1 company, 60,000 shares |
| Total Stock-Based Compensation | Monetary compensation claim for 1 year of consulting services (face value: total disposal amount of ¥12,060,000) |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and there will be no change in the controlling shareholder, the Company determined that it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions. |
| 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 Issue price: ¥33,287,348; expected proceeds: ¥3,233,286,548, Timing 13 March 2026 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount Not disclosed, Timing 11 May 2026 / Type Issuance of new shares by third-party allotment / Amount ¥212,000,000, Timing 11 May 2026 / Type Issuance of the 17th Series Stock Acquisition Rights through a third-party allotment / Amount Issue price: ¥11,750,000; expected proceeds: ¥1,161,750,000 |
| Major shareholders after the offering | Name アートポートインベスト株式会社 / Shareholding ratio 35.46%, Name 株式会社ぽると / Shareholding ratio 11.33%, Name TOTAL NETWORK HOLDINGS LIMITED / Shareholding ratio 7.37%, Name PCKキャピタル有限責任事業組合 / Shareholding ratio 3.05%, Name Colors Japan Co., Ltd. / Shareholding ratio 2.02%, Name Sonobe Koji (園部 皓志) / Shareholding ratio 1.95%, Name KGI ASIA LIMITED-CLIENT ACCOUNT / Shareholding ratio 1.03%, Name Rakuten Bank,Ltd. shared account / Shareholding ratio 1.01%, Name 株式会社ケイ・アイ・シー / Shareholding ratio 0.76%, Name KAY LEO BROTHERS LIMITED / Shareholding ratio 0.61% |
| Impact on Business Performance | The impact on results for the fiscal year ending October 2026 is expected to be immaterial. |
Items this document does not state (10)
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 receive advice from SAMBO DHI株式会社 on matters including rebuilding its corporate identity, its medium-term management plan, management strategy and IR strategy, and will proceed with a shift toward an investment strategy focused on enhancing corporate value and M&A and equity transactions. The Company will allot shares as compensation and intends to give SAMBO DHI株式会社 an incentive to enhance corporate value.