夢展望 will issue 21,700 of the 12th Series of Stock Acquisition Rights, with LCAO, MAP246 and BEMAP as the allottees. The exercise price will be adjusted in line with the share price. If all the rights are exercised, up to 2.17 million shares will be issued and approximately ¥296 million is expected to be raised.
Issuance of the 12th Stock Acquisition Rights (with Exercise Price Adjustment Clause) through a Third-Party Allotment
2,170,000 common shares (21,700 stock acquisition rights, 100 shares per right)
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.
¥260,400
11.80% (11.82% 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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 12th Stock Acquisition Rights (with Exercise Price Adjustment Clause) through a Third-Party Allotment |
| Number of shares to be issued or disposed of | 2,170,000 common shares (21,700 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | ¥12 per stock acquisition right (¥0.12 per share) |
| Total issue value | ¥260,400 |
| Amount of funds to be raised | Total payment amount of ¥301,239,400; estimated net proceeds of ¥296,699,400 (subject to change due to adjustments to the exercise price and other factors) |
| Estimated issuance expenses | ¥4,540,000 |
| Specific use of funds | Details Loans to subsidiaries for merchandise purchases, business operations and store investments (¥20 million for merchandise purchases by トレセンテ and ¥126 million for merchandise purchases, business operations and store investments by ナラカミーチェジャパン) / Amount ¥146 million / Scheduled timing of expenditures April 2027 to March 2029, Details Working capital, including merchandise purchases, associated with the expansion of sales in the China business within the apparel business / Amount ¥100 million / Scheduled timing of expenditures April 2027 to March 2028, Details Systems investments related to the utilisation of data and AI and the advancement of logistics operations / Amount ¥50 million / Scheduled timing of expenditures April 2027 to March 2028 |
| Payment date | 28 September 2026 |
| Intended allottee | Name Long Corridor Alpha Opportunities Master Fund / Number of Shares Equivalent to 1,605,800 shares (16,058 rights), Name MAP246 Segregated Portfolio, a segregated portfolio of LMA SPC / Number of Shares Equivalent to 173,600 shares (1,736 rights), Name BEMAP Master Fund Ltd. / Number of Shares Equivalent to 390,600 shares (3,906 rights) |
| Intended allottee's holding policy | The allottees do not, in principle, intend to hold the stock acquisition rights or the common shares acquired through their exercise for an extended period, as the investment is for investment purposes. They will make decisions as appropriate based on share price movements and will generally sell the shares in the market. If a counterparty for a block trade is found, they intend to sell the shares off-market. Any transfer of the stock acquisition rights requires the company's prior approval. |
| Dilution Rate | 11.80% (11.82% on a voting rights basis) |
| Total number of issued shares | 18,392,500 shares → 20,562,500 shares (if all rights are exercised)（11.80%） |
| Basis for determining the amount to be paid | The initial exercise price is ¥138.7, representing 95% of the closing share price of ¥146 on 10 September 2026. Following adjustment, the exercise price will be 95% of the closing share price on the final trading day of the week preceding the week in which notice of each exercise request is given. The minimum exercise price is ¥73, representing 50% of that closing share price. The payment amount of ¥12 per stock acquisition right is equal to its valuation based on a Monte Carlo simulation. |
| Exercise price | Initially ¥138.7. Subject to an adjustment clause. The adjustment reference date is the final trading day of the week preceding the week in which notice of an exercise request is given, and the adjustment rate is 95% of the closing share price. Minimum ¥73. |
| Exercise period | From 29 September 2026 to 31 March 2027 (if the final day is not a trading day, the preceding trading day) |
| Number of Stock Acquisition Rights | Total issuance of 21,700 rights. Number of unexercised rights: Not disclosed. |
| Reason for acquisition without consideration | On 31 March 2027, after giving notice as required under the Companies Act, the company will acquire all remaining stock acquisition rights for an amount per right equal to the payment amount. |
| 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, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions. The Audit and Supervisory Committee, including 2 outside directors, has expressed the opinion that the issuance is lawful because it does not constitute an issuance on favorable terms. |
| Most recent equity financing | Timing 2 August 2024 / Type Stock acquisition rights with an exercise price adjustment clause issued through a third-party allotment / Amount Estimated net proceeds of ¥557,140,000 |
| Impact on Business Performance | The impact on results for the fiscal year ending March 2027 is immaterial. If disclosure becomes necessary, the company will announce it promptly. |
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.
To secure funds for the purchase of merchandise, business operations and store investments by subsidiaries, working capital associated with the expansion of the China business, and investments in data and AI utilisation and logistics-related systems, thereby achieving early stabilisation of the financial base and strengthening the business and earnings bases.