Worth reading
70In 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
1476200
Shares (number of treasury shares disposed of)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares through a third-party allotment (consideration for the acquisition of TIGEREYE shares through an in-kind contribution)
Who receives how much1,476,200Shares
1,476,200 treasury shares
株式会社Ararik1,226,500 shares
Nakata Masaki (中田匡紀)93,700 shares
Saito Noriaki (齋藤徳明)46,800 shares
株式会社プロパティユース31,200 shares
山央ファイナンス合同会社23,400 shares
Nakata Naomi (中田奈緒美)23,400 shares
株式会社ファブリス15,600 shares
Takahashi Toshio (髙橋俊雄)15,600 shares
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
¥224 per share
Total issue value
¥330,668,800
Amount of funds to be raised
No cash payment will be made, and the estimated net proceeds are not applicable.
Total Stock-Based Compensation
None
Estimated issuance expenses
¥8.630 million (excluding tax)
Specific use of funds
Not applicable (in-kind contribution of 945 common shares of TIGEREYE Co., Ltd., valued at ¥330.750 million)
発行済株式総数
31.25% (33.08% of voting rights; includes third-party allotments made during the most recent 6 months and the 18th Series Stock Acquisition Rights, in aggregate)
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
None
Exercise period
None
Number of Stock Acquisition Rights
None
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
Half until 1 December 2026 and the remaining half until 1 June 2027
Conditions for lifting transfer restrictions
Expiration of each lock-up period. Disposal without the Company's consent is prohibited.
Offering structure
Underwriter / lead underwriter
None
Overallotment
None
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 12.27%Name TOTAL NETWORK HOLDINGS LIMITED / Shareholding ratio 7.37%Name 株式会社Ararik / Shareholding ratio 3.69%Name PCKキャピタル有限責任事業組合 / Shareholding ratio 3.05%Name 株式会社Colors Japan / Shareholding ratio 2.02%Name Sonobe Koji (園部皓志) / Shareholding ratio 1.77%Name KGI ASIA LIMITED-CLIENT ACCOUNT / Shareholding ratio 1.03%Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 1.01%Name 株式会社ケイ・アイ・シー / Shareholding ratio 0.76%
Stock Split RatioNone
Categories and Number of Persons Covered
4 corporate entities and 4 individuals. Total: 1,476,200 shares.
Intended allottee's holding policy
For investment purposes. Half of the acquired shares will be subject to a lock-up until 1 December 2026 and the remaining half until 1 June 2027, and may not be disposed of without the Company's consent. The Company plans to receive written undertakings that any transfer during the 2 years following the allotment will be reported to the Company.
Payment date
9 July 2026
Basis for determining the amount to be paid
The disposal price of ¥224 was based on the ¥211 closing price of the Company's common shares on the TSE Standard Market on 22 June 2026. This represents a premium of 6.16% to the immediately preceding closing price, 1.97% to the 1-month average of ¥219.67, 1.83% to the 3-month average of ¥219.97, and 0.96% to the 6-month average of ¥221.87.
Procedures under the Corporate Code of Conduct
No confirmation of shareholder intent was sought at an extraordinary general meeting of shareholders. On 22 June 2026, the Company obtained an opinion from a committee of third parties with a certain degree of independence from management regarding the necessity and appropriateness of the transaction.
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 proceeds: ¥3,233,286,548, Timing 13 March 2026 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount ¥157.550 million (value of property contributed in kind), 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 18th Series Stock Acquisition Rights through a third-party allotment / Amount Total issue proceeds: ¥11,750,000; expected proceeds: ¥1,161,750,000
Impact on Business Performance
The Company expects TIGEREYE's status as an equity-method affiliate to contribute to its consolidated results in the future, but the impact on results for the fiscal year ending October 2026 is expected to be minor. If a material impact is anticipated, the Company will make a timely announcement.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares through a third-party allotment (consideration for the acquisition of TIGEREYE shares through an in-kind contribution) |
| Number of shares to be issued or disposed of | 1,476,200 treasury shares |
| Issue price and disposal price | ¥224 per share |
| Total issue value | ¥330,668,800 |
| Amount of funds to be raised | No cash payment will be made, and the estimated net proceeds are not applicable. |
| Estimated issuance expenses | ¥8.630 million (excluding tax) |
| Specific use of funds | Not applicable (in-kind contribution of 945 common shares of TIGEREYE Co., Ltd., valued at ¥330.750 million) |
| Payment date | 9 July 2026 |
| Intended allottee | Name 株式会社Ararik / Number of Shares 1,226,500 shares, Name Nakata Masaki (中田匡紀) / Number of Shares 93,700 shares, Name Saito Noriaki (齋藤徳明) / Number of Shares 46,800 shares, Name 株式会社プロパティユース / Number of Shares 31,200 shares, Name 山央ファイナンス合同会社 / Number of Shares 23,400 shares, Name Nakata Naomi (中田奈緒美) / Number of Shares 23,400 shares, Name 株式会社ファブリス / Number of Shares 15,600 shares, Name Takahashi Toshio (髙橋俊雄) / Number of Shares 15,600 shares |
| Intended allottee's holding policy | For investment purposes. Half of the acquired shares will be subject to a lock-up until 1 December 2026 and the remaining half until 1 June 2027, and may not be disposed of without the Company's consent. The Company plans to receive written undertakings that any transfer during the 2 years following the allotment will be reported to the Company. |
| Dilution Rate | 31.25% (33.08% of voting rights; includes third-party allotments made during the most recent 6 months and the 18th Series Stock Acquisition Rights, in aggregate) |
| Total number of issued shares | 32,806,190 shares (as of 23 June 2026) → 32,806,190 shares (the number of issued shares will not increase because this is a disposal of treasury shares)（Not disclosed） |
| Basis for determining the amount to be paid | The disposal price of ¥224 was based on the ¥211 closing price of the Company's common shares on the TSE Standard Market on 22 June 2026. This represents a premium of 6.16% to the immediately preceding closing price, 1.97% to the 1-month average of ¥219.67, 1.83% to the 3-month average of ¥219.97, and 0.96% to the 6-month average of ¥221.87. |
| Exercise price | None |
| Exercise period | None |
| Number of Stock Acquisition Rights | None |
| Transfer restriction period | Half until 1 December 2026 and the remaining half until 1 June 2027 |
| Conditions for lifting transfer restrictions | Expiration of each lock-up period. Disposal without the Company's consent is prohibited. |
| Categories and Number of Persons Covered | 4 corporate entities and 4 individuals. Total: 1,476,200 shares. |
| Total Stock-Based Compensation | None |
| Underwriter / lead underwriter | None |
| Overallotment | None |
| Stock Split Ratio | None |
| Procedures under the Corporate Code of Conduct | No confirmation of shareholder intent was sought at an extraordinary general meeting of shareholders. On 22 June 2026, the Company obtained an opinion from a committee of third parties with a certain degree of independence from management regarding the necessity and appropriateness of the transaction. |
| 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 proceeds: ¥3,233,286,548, Timing 13 March 2026 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount ¥157.550 million (value of property contributed in kind), 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 18th Series Stock Acquisition Rights through a third-party allotment / Amount Total issue proceeds: ¥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 12.27%, Name TOTAL NETWORK HOLDINGS LIMITED / Shareholding ratio 7.37%, Name 株式会社Ararik / Shareholding ratio 3.69%, Name PCKキャピタル有限責任事業組合 / Shareholding ratio 3.05%, Name 株式会社Colors Japan / Shareholding ratio 2.02%, Name Sonobe Koji (園部皓志) / Shareholding ratio 1.77%, Name KGI ASIA LIMITED-CLIENT ACCOUNT / Shareholding ratio 1.03%, Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 1.01%, Name 株式会社ケイ・アイ・シー / Shareholding ratio 0.76% |
| Impact on Business Performance | The Company expects TIGEREYE's status as an equity-method affiliate to contribute to its consolidated results in the future, but the impact on results for the fiscal year ending October 2026 is expected to be minor. If a material impact is anticipated, the Company will make a timely announcement. |
Items this document does not state (1)
Reason for acquisition without consideration
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 transferring shareholders wished to transfer their TIGEREYE shares in consideration for the Company's shares rather than cash; the acquisition could be completed efficiently by using treasury shares acquired as acquisition funding for M&A; and a cash- or debt-funded transaction would affect the Company's financial position and require time for discussions.
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