Worth reading
87Important
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
11.8
% (dilution rate relative to the total number of issued shares)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of the 12th Stock Acquisition Rights (with Exercise Price Adjustment Clause) through a Third-Party Allotment
Who receives how much
2,170,000 common shares (21,700 stock acquisition rights, 100 shares per right)
Long Corridor Alpha Opportunities Master FundEquivalent to 1,605,800 shares (16,058 rights)
MAP246 Segregated Portfolio, a segregated portfolio of LMA SPCEquivalent to 173,600 shares (1,736 rights)
BEMAP Master Fund Ltd.Equivalent to 390,600 shares (3,906 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.
¥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
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
Working capital, including merchandise purchases, associated with the expansion of sales in the China business within the apparel businessAmount ¥100 million / Scheduled timing of expenditures April 2027 to March 2028
Systems investments related to the utilisation of data and AI and the advancement of logistics operationsAmount ¥50 million / Scheduled timing of expenditures April 2027 to March 2028
Existing Shares and Increase
+11.80%Rate of increase
18,392,500 shares20,562,500Shares
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.
Terms of the stock acquisition rights
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.
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.
Payment date
28 September 2026
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.
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 exercise price adjustment clauses 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.
| 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 exercise price adjustment clauses 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. |
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 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.
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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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.