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Share Issuance and Disposal3133kaihan co.,Ltd.Retail

Notice Regarding Changes to the Use of Proceeds and Timing of Expenditures

The allocation and timing of expenditures for funds to be raised through the 9th Stock Acquisition Rights and unsecured straight bonds have been changed. For the stock acquisition rights, the allocations for purposes including repayment of borrowings and loans for hydropower generation were reviewed. For the bonds, loans for hydropower generation have been discontinued and the funds reallocated to purposes including repayment of borrowings.

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Details of issuance or disposal

Issuance, through a third-party allotment, of the 9th Stock Acquisition Rights with an exercise price adjustment clause, the 2nd Unsecured Straight Bonds and the 3rd Unsecured Straight Bonds (previously disclosed)

Specific use of funds
9th Stock Acquisition Rights: Redemption of these bondsAmount ¥1,000 million / Scheduled timing of expenditures March 2026 to July 2027
9th Stock Acquisition Rights: Working capital for the food and beverage business and head office divisions, including personnel expenses, land and building rents, and purchasing costsAmount ¥750 million (¥320 million allocated to date) / Scheduled timing of expenditures June 2026 to June 2027
9th Stock Acquisition Rights: Capital contributions to KR ENERGY JAPAN合同会社 and KRエナジー1号合同会社 for the acquisition of solar power generation facilitiesAmount ¥3,373 million (¥41 million allocated to date) / Scheduled timing of expenditures April 2026 to September 2026
9th Stock Acquisition Rights: Loans to 株式会社NEPAL HYDRO POWER HOLDINGS, NEPAL HYDRO POWER PLANT Pvt. Ltd and KS Hydropower Private Limited for the acquisition of hydropower generation facilitiesAmount ¥6,470 million (¥5 million allocated to date) / Scheduled timing of expenditures April 2026 to March 2027
9th Stock Acquisition Rights: Funds for new restaurant openings in the food and beverage businessAmount ¥1,000 million (¥0 million allocated to date) / Scheduled timing of expenditures May 2026 to June 2027
9th Stock Acquisition Rights: Loan to 株式会社Kaihan MedicalAmount ¥1,000 million (¥74 million allocated to date) / Scheduled timing of expenditures April 2026 to March 2027
9th Stock Acquisition Rights: M&AAmount ¥1,000 million (¥0 million allocated to date) / Scheduled timing of expenditures June 2026 to September 2026
9th Stock Acquisition Rights: Repayment of borrowingsAmount ¥1,407 million (¥25 million allocated to date) / Scheduled timing of expenditures April 2026 to December 2026
9th Stock Acquisition Rights: Capital contributions to KR ENERGY JAPAN合同会社 and KRエナジー1号合同会社 for the acquisition of solar power generation facilitiesAmount ¥4,814 million (¥0 million allocated to date) / Scheduled timing of expenditures December 2026 to June 2027
Unsecured Straight Bonds: Working capital for the food and beverage business and head office divisions, including personnel expenses, land and building rents, and purchasing costsAmount ¥449 million (¥449 million allocated to date) / Scheduled timing of expenditures February 2026 to March 2026
Unsecured Straight Bonds: Capital contribution to KR ENERGY JAPAN1号合同会社 for the acquisition of solar power generation facilitiesAmount ¥32 million (¥32 million allocated to date) / Scheduled timing of expenditures February 2026
Unsecured Straight Bonds: Loans to 3 companies for the acquisition of hydropower generation facilitiesAmount ¥0 million (¥0 million allocated to date) / Scheduled timing of expenditures March 2026 to April 2026
Unsecured Straight Bonds: Loan to 株式会社Kaihan MedicalAmount ¥3 million (¥3 million allocated to date) / Scheduled timing of expenditures February 2026
Unsecured Straight Bonds: Repayment of borrowings from 株式会社マーベリック, 株式会社ロジキュー and Tada Masayuki (多田正幸)Amount ¥515 million (¥116 million, ¥285 million and ¥114 million allocated to date, respectively) / Scheduled timing of expenditures March 2026
Terms of the stock acquisition rights
Exercise price
Only the fact that the exercise price is subject to adjustment is disclosed. The specific initial exercise price and floor price are not disclosed
Most recent equity financing
Timing 20 February 2026 / Type 9th Stock Acquisition Rights, the 2nd Unsecured Straight Bonds and the 3rd Unsecured Straight Bonds issued through a third-party allotment / Amount Not disclosed
Impact on Business Performance
The impact on the Company's consolidated results for the fiscal year ending March 2027 is currently under review. If any matters requiring disclosure arise after the review is completed, the Company will disclose them promptly.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance, through a third-party allotment, of the 9th Stock Acquisition Rights with an exercise price adjustment clause, the 2nd Unsecured Straight Bonds and the 3rd Unsecured Straight Bonds (previously disclosed)
Specific use of fundsDetails 9th Stock Acquisition Rights: Redemption of these bonds / Amount ¥1,000 million / Scheduled timing of expenditures March 2026 to July 2027, Details 9th Stock Acquisition Rights: Working capital for the food and beverage business and head office divisions, including personnel expenses, land and building rents, and purchasing costs / Amount ¥750 million (¥320 million allocated to date) / Scheduled timing of expenditures June 2026 to June 2027, Details 9th Stock Acquisition Rights: Capital contributions to KR ENERGY JAPAN合同会社 and KRエナジー1号合同会社 for the acquisition of solar power generation facilities / Amount ¥3,373 million (¥41 million allocated to date) / Scheduled timing of expenditures April 2026 to September 2026, Details 9th Stock Acquisition Rights: Loans to 株式会社NEPAL HYDRO POWER HOLDINGS, NEPAL HYDRO POWER PLANT Pvt. Ltd and KS Hydropower Private Limited for the acquisition of hydropower generation facilities / Amount ¥6,470 million (¥5 million allocated to date) / Scheduled timing of expenditures April 2026 to March 2027, Details 9th Stock Acquisition Rights: Funds for new restaurant openings in the food and beverage business / Amount ¥1,000 million (¥0 million allocated to date) / Scheduled timing of expenditures May 2026 to June 2027, Details 9th Stock Acquisition Rights: Loan to 株式会社Kaihan Medical / Amount ¥1,000 million (¥74 million allocated to date) / Scheduled timing of expenditures April 2026 to March 2027, Details 9th Stock Acquisition Rights: M&A / Amount ¥1,000 million (¥0 million allocated to date) / Scheduled timing of expenditures June 2026 to September 2026, Details 9th Stock Acquisition Rights: Repayment of borrowings / Amount ¥1,407 million (¥25 million allocated to date) / Scheduled timing of expenditures April 2026 to December 2026, Details 9th Stock Acquisition Rights: Capital contributions to KR ENERGY JAPAN合同会社 and KRエナジー1号合同会社 for the acquisition of solar power generation facilities / Amount ¥4,814 million (¥0 million allocated to date) / Scheduled timing of expenditures December 2026 to June 2027, Details Unsecured Straight Bonds: Working capital for the food and beverage business and head office divisions, including personnel expenses, land and building rents, and purchasing costs / Amount ¥449 million (¥449 million allocated to date) / Scheduled timing of expenditures February 2026 to March 2026, Details Unsecured Straight Bonds: Capital contribution to KR ENERGY JAPAN1号合同会社 for the acquisition of solar power generation facilities / Amount ¥32 million (¥32 million allocated to date) / Scheduled timing of expenditures February 2026, Details Unsecured Straight Bonds: Loans to 3 companies for the acquisition of hydropower generation facilities / Amount ¥0 million (¥0 million allocated to date) / Scheduled timing of expenditures March 2026 to April 2026, Details Unsecured Straight Bonds: Loan to 株式会社Kaihan Medical / Amount ¥3 million (¥3 million allocated to date) / Scheduled timing of expenditures February 2026, Details Unsecured Straight Bonds: Repayment of borrowings from 株式会社マーベリック, 株式会社ロジキュー and Tada Masayuki (多田正幸) / Amount ¥515 million (¥116 million, ¥285 million and ¥114 million allocated to date, respectively) / Scheduled timing of expenditures March 2026
Exercise priceOnly the fact that the exercise price is subject to adjustment is disclosed. The specific initial exercise price and floor price are not disclosed
Most recent equity financingTiming 20 February 2026 / Type 9th Stock Acquisition Rights, the 2nd Unsecured Straight Bonds and the 3rd Unsecured Straight Bonds issued through a third-party allotment / Amount Not disclosed
Impact on Business PerformanceThe impact on the Company's consolidated results for the fiscal year ending March 2027 is currently under review. If any matters requiring disclosure arise after the review is completed, the Company will disclose them promptly.
Items this document does not state (23)
Number of shares to be issued or disposed ofIssue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesPayment dateIntended allotteeIntended allottee's holding policyDilution RateTotal number of issued sharesBasis for determining the amount to be paidExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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.

Because the stock acquisition rights have not been exercised as expected and repayment dates are approaching, the Company will not provide the originally planned loans for the acquisition of fixed assets for hydropower generation and will instead apply the funds to repayment of borrowings. In addition, to secure and retain the personnel required during the business expansion phase, a larger-than-planned amount of bond proceeds will be allocated to working capital, including personnel expenses.

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Notice Regarding Changes to the Use of Proceeds and Timing of Expenditures | kaihan co.,Ltd. (3133) timely disclosure | Komori