Worth reading
91Important
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
600000
SharesWording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the 14th Series of Stock Acquisition Rights through a third-party allotment (with an exercise price adjustment clause) and the 2nd Series of Unsecured Straight Bonds
Who receives how much
600,000 common shares (6,000 Stock Acquisition Rights, each representing 100 shares)
Long Corridor Alpha Opportunities Master FundEquivalent to 444,000 shares (4,440 Stock Acquisition Rights)
MAP246 Segregated PortfolioEquivalent to 48,000 shares (480 Stock Acquisition Rights)
BEMAP Master Fund Ltd.Equivalent to 108,000 shares (1,080 Stock Acquisition Rights)
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.
¥113 per Stock Acquisition Right, for a total of ¥678,000. The bonds will be issued at ¥95 per ¥100 of face value.
Total issue value
Stock Acquisition Rights: ¥678,000. Bonds: aggregate face value of ¥150,000,000 and aggregate payment amount of ¥142,500,000.
Amount of funds to be raised
Stock Acquisition Rights: aggregate payment amount of ¥277,878,000 and estimated net proceeds of ¥272,239,000. Bonds: aggregate payment amount of ¥142,500,000.
Estimated issuance expenses
¥5,639,000
Specific use of funds
Bond redemption (aggregate face value)Amount ¥150 million / Scheduled timing of expenditures June 2026 to June 2027
Store relocation and development costsAmount ¥86 million / Scheduled timing of expenditures September 2026 to December 2027
Procurement of vintage (resale) merchandise inventoryAmount ¥36 million / Scheduled timing of expenditures June 2026 to August 2027
Store relocation and development costs (bonds)Amount ¥142 million / Scheduled timing of expenditures September 2026 to December 2027
Existing Shares and Increase
+18.80%Rate of increase
3,191,600 shares3,791,600Shares
18.80% (19.14% 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.
Terms of the stock acquisition rights
Exercise price
Initially ¥462. Subject to an adjustment clause, the price will be adjusted to 90% of the closing price on the adjustment reference date, subject to a floor of ¥257. There is no maximum exercise price.
Exercise period
26 June 2026 to 25 June 2027
Number of Stock Acquisition Rights
Total issuance of 6,000. Remaining unexercised rights: Not disclosed.
Reason for acquisition without consideration
On the final day of the exercise period, the Company will acquire all outstanding Stock Acquisition Rights at an amount equal to the payment amount per right.
Intended allottee's holding policy
The intended purpose is pure investment, and the subscribers generally have no intention of holding the shares for an extended period. The common shares acquired through exercise will be sold in the market, taking into account the impact on the market, and if a counterparty for a block trade is found, they will be sold directly off-market. Any transfer of the Stock Acquisition Rights requires the Company's prior written approval.
Payment date
25 June 2026
Basis for determining the amount to be paid
The initial exercise price of ¥462 represents 90% of the closing price of ¥513 on the trading day immediately preceding the date of the issuance resolution. Following adjustment, it will be 90% of the closing price on the final trading day of the week preceding the week containing the adjustment date. The minimum exercise price of ¥257 represents 50% of the closing price on the immediately preceding trading day. The price of ¥113 per Stock Acquisition Right is equal to the valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting a shareholder approval procedure are not required. The Audit and Supervisory Committee expressed the opinion that the issuance does not constitute an issuance on particularly favorable terms and is lawful.
Most recent equity financing
Timing 30 October 2023 / Type 11th and 12th Stock Acquisition Rights through a Third-Party Allotment / Amount Planned proceeds at issuance of ¥811,788,000 (estimated net proceeds of ¥780,173,000), Timing 4 November 2025 / Type Series 13 Stock Acquisition Rights issued through a third-party allotment / Amount Actual estimated net proceeds of ¥325 million
Impact on Business Performance
The impact on results for the fiscal year ending August 2026 will be minor. If disclosure becomes necessary, the Company will announce the matter promptly.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 14th Series of Stock Acquisition Rights through a third-party allotment (with an exercise price adjustment clause) and the 2nd Series of Unsecured Straight Bonds |
| Number of shares to be issued or disposed of | 600,000 common shares (6,000 Stock Acquisition Rights, each representing 100 shares) |
| Issue price and disposal price | ¥113 per Stock Acquisition Right, for a total of ¥678,000. The bonds will be issued at ¥95 per ¥100 of face value. |
| Total issue value | Stock Acquisition Rights: ¥678,000. Bonds: aggregate face value of ¥150,000,000 and aggregate payment amount of ¥142,500,000. |
| Amount of funds to be raised | Stock Acquisition Rights: aggregate payment amount of ¥277,878,000 and estimated net proceeds of ¥272,239,000. Bonds: aggregate payment amount of ¥142,500,000. |
| Estimated issuance expenses | ¥5,639,000 |
| Specific use of funds | Details Bond redemption (aggregate face value) / Amount ¥150 million / Scheduled timing of expenditures June 2026 to June 2027, Details Store relocation and development costs / Amount ¥86 million / Scheduled timing of expenditures September 2026 to December 2027, Details Procurement of vintage (resale) merchandise inventory / Amount ¥36 million / Scheduled timing of expenditures June 2026 to August 2027, Details Store relocation and development costs (bonds) / Amount ¥142 million / Scheduled timing of expenditures September 2026 to December 2027 |
| Payment date | 25 June 2026 |
| Intended allottee | Name Long Corridor Alpha Opportunities Master Fund / Number of Shares Equivalent to 444,000 shares (4,440 Stock Acquisition Rights), Name MAP246 Segregated Portfolio / Number of Shares Equivalent to 48,000 shares (480 Stock Acquisition Rights), Name BEMAP Master Fund Ltd. / Number of Shares Equivalent to 108,000 shares (1,080 Stock Acquisition Rights) |
| Intended allottee's holding policy | The intended purpose is pure investment, and the subscribers generally have no intention of holding the shares for an extended period. The common shares acquired through exercise will be sold in the market, taking into account the impact on the market, and if a counterparty for a block trade is found, they will be sold directly off-market. Any transfer of the Stock Acquisition Rights requires the Company's prior written approval. |
| Dilution Rate | 18.80% (19.14% on a voting rights basis) |
| Total number of issued shares | 3,191,600 shares → 3,791,600 shares (assuming full exercise of all Stock Acquisition Rights)（18.80％） |
| Basis for determining the amount to be paid | The initial exercise price of ¥462 represents 90% of the closing price of ¥513 on the trading day immediately preceding the date of the issuance resolution. Following adjustment, it will be 90% of the closing price on the final trading day of the week preceding the week containing the adjustment date. The minimum exercise price of ¥257 represents 50% of the closing price on the immediately preceding trading day. The price of ¥113 per Stock Acquisition Right is equal to the valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation. |
| Exercise price | Initially ¥462. Subject to an adjustment clause, the price will be adjusted to 90% of the closing price on the adjustment reference date, subject to a floor of ¥257. There is no maximum exercise price. |
| Exercise period | 26 June 2026 to 25 June 2027 |
| Number of Stock Acquisition Rights | Total issuance of 6,000. Remaining unexercised rights: Not disclosed. |
| Reason for acquisition without consideration | On the final day of the exercise period, the Company will acquire all outstanding Stock Acquisition Rights at an amount equal to the payment amount per right. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting a shareholder approval procedure are not required. The Audit and Supervisory Committee expressed the opinion that the issuance does not constitute an issuance on particularly favorable terms and is lawful. |
| Most recent equity financing | Timing 30 October 2023 / Type 11th and 12th Stock Acquisition Rights through a Third-Party Allotment / Amount Planned proceeds at issuance of ¥811,788,000 (estimated net proceeds of ¥780,173,000), Timing 4 November 2025 / Type Series 13 Stock Acquisition Rights issued through a third-party allotment / Amount Actual estimated net proceeds of ¥325 million |
| Impact on Business Performance | The impact on results for the fiscal year ending August 2026 will be minor. If disclosure becomes necessary, the Company will announce the matter promptly. |
Items this document does not state (8)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 fund the procurement of vintage (resale) merchandise inventory, store relocations and renovations, and bond redemption, and to invest in priority areas, improve earnings capacity, stabilize the financial base, and restore and strengthen impaired equity.
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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