Komori
Share Issuance and Disposal3196HOTLAND HOLDINGS Co.,Ltd.Retail

Notice Regarding the Issuance of New Shares and the Secondary Offering of Shares

The Company resolved to issue 4,142,800 new shares through a public offering, conduct a secondary offering of up to 621,400 shares through an over-allotment, and issue 621,400 new shares through a related third-party allotment. The proceeds are expected to be used for capital expenditures, including new store openings and renovations.

Worth reading
73In 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
8914670336
Yen (maximum aggregate estimated net proceeds)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares through a public offering (domestic offering), Issuance of new shares through a third-party allotment, Secondary offering (secondary offering through over-allotment)

Who receives how much

New shares through a public offering 4,142,800 shares / New shares through a third-party allotment 621,400 shares (maximum) / Shares offered for sale 621,400 shares (maximum)

SMBC Nikko Securities Inc.621,400 shares (maximum)

The lower thin line represents the existing number of shares to which these shares will be added.

To be determined on the date on which the issue price and other terms are determined
Total issue value

To be determined

Amount of funds to be raised
Maximum aggregate estimated net proceeds of ¥8,914,670,336 from the public offering and the related third-party allotment. The aggregate payment amount is to be determined.
Specific use of funds
Opening 21 stores scheduled by December 2028 and renovating existing stores (築地銀だこ, store equipment and security deposits)Amount Total: ¥1,914 million; amount already paid: ¥6 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028
Opening 27 stores scheduled by December 2028 and renovating existing stores (銀だこ酒場 format, store equipment and security deposits)Amount Total: ¥1,269 million; amount already paid: ¥15 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028
Opening 18 stores scheduled by December 2028 and renovating existing stores (おでん屋たけし, store equipment and security deposits)Amount Total: ¥864 million; amount already paid: ¥13 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028
Opening 18 stores scheduled by December 2028 and renovating existing stores (もつやき・再生酒場 format, store equipment and security deposits)Amount Total: ¥657 million; amount already paid: ¥4 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028
Opening 3 stores scheduled by December 2028 and renovating existing stores (昇屋, store equipment and security deposits)Amount Total: ¥286 million; amount already paid: None / Scheduled timing of expenditures Start: January 2026; completion: December 2028
Opening 36 stores scheduled by December 2028 and renovating existing stores (油そば, store equipment and security deposits)Amount Total: ¥1,332 million; amount already paid: ¥43 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028
Opening 42 stores scheduled by December 2028 and renovating existing stores (よし平, store equipment and security deposits)Amount Total: ¥3,591 million; amount already paid: ¥183 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028
Opening 12 stores scheduled by December 2028 and renovating existing stores (油そば, store equipment and security deposits)Amount Total: ¥444 million; amount already paid: None / Scheduled timing of expenditures Start: January 2026; completion: December 2028
Opening 6 stores scheduled by December 2028 and renovating existing stores (銀だこ酒場 format, store equipment and security deposits)Amount Total: ¥282 million; amount already paid: ¥3 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028
Opening 3 stores scheduled by December 2028 and renovating existing stores (おでん屋たけし, store equipment and security deposits)Amount Total: ¥144 million; amount already paid: None / Scheduled timing of expenditures Start: January 2026; completion: December 2028
Opening 18 stores scheduled by December 2028 and renovating existing stores (油そば, store equipment and security deposits)Amount Total: ¥666 million; amount already paid: None / Scheduled timing of expenditures Start: January 2026; completion: December 2028
Opening 30 stores scheduled by December 2028 and renovating existing stores (銀だこ酒場 format, store equipment and security deposits)Amount Total: ¥1,410 million; amount already paid: None / Scheduled timing of expenditures Start: January 2026; completion: December 2028
Existing Shares and Increase
+22.00%Rate of increase
21,655,600 shares26,419,800Shares

If all shares in the public offering and third-party allotment are issued, 4,764,200 shares, representing approximately 21.999% of the current total of 21,655,600 issued shares

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.

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
From the date on which the issue price and other terms are determined through the 180th day after the delivery date for the public offering (lock-up)
Conditions for lifting transfer restrictions
Prior written consent from SMBC Nikko Securities Inc. SMBC Nikko Securities Inc. has the authority to release the agreement or shorten the period.
Offering structure
Underwriter / lead underwriter
SMBC Nikko Securities Inc.
Overallotment
Up to 621,400 shares in the secondary offering and up to 621,400 shares in the third-party allotment
Payment date
Public offering: any date from 24 April 2026 to 30 April 2026; third-party allotment: 25 May 2026 or 26 May 2026
Basis for determining the amount to be paid
The issue price will be determined based on a provisional price range calculated by multiplying the TSE closing price on the date on which the issue price and other terms are determined by 0.90 to 1.00, taking demand and other factors into consideration. The payment amount is to be determined.
Most recent equity financing
No applicable matters
Impact on Business Performance
The impact of the issuance of new shares on earnings for the current fiscal year is minor.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a public offering (domestic offering), Issuance of new shares through a third-party allotment, Secondary offering (secondary offering through over-allotment)
Number of shares to be issued or disposed ofNew shares through a public offering 4,142,800 shares / New shares through a third-party allotment 621,400 shares (maximum) / Shares offered for sale 621,400 shares (maximum)
Issue price and disposal priceTo be determined on the date on which the issue price and other terms are determined
Total issue valueTo be determined
Amount of funds to be raisedMaximum aggregate estimated net proceeds of ¥8,914,670,336 from the public offering and the related third-party allotment. The aggregate payment amount is to be determined.
Specific use of fundsDetails Opening 21 stores scheduled by December 2028 and renovating existing stores (築地銀だこ, store equipment and security deposits) / Amount Total: ¥1,914 million; amount already paid: ¥6 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028, Details Opening 27 stores scheduled by December 2028 and renovating existing stores (銀だこ酒場 format, store equipment and security deposits) / Amount Total: ¥1,269 million; amount already paid: ¥15 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028, Details Opening 18 stores scheduled by December 2028 and renovating existing stores (おでん屋たけし, store equipment and security deposits) / Amount Total: ¥864 million; amount already paid: ¥13 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028, Details Opening 18 stores scheduled by December 2028 and renovating existing stores (もつやき・再生酒場 format, store equipment and security deposits) / Amount Total: ¥657 million; amount already paid: ¥4 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028, Details Opening 3 stores scheduled by December 2028 and renovating existing stores (昇屋, store equipment and security deposits) / Amount Total: ¥286 million; amount already paid: None / Scheduled timing of expenditures Start: January 2026; completion: December 2028, Details Opening 36 stores scheduled by December 2028 and renovating existing stores (油そば, store equipment and security deposits) / Amount Total: ¥1,332 million; amount already paid: ¥43 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028, Details Opening 42 stores scheduled by December 2028 and renovating existing stores (よし平, store equipment and security deposits) / Amount Total: ¥3,591 million; amount already paid: ¥183 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028, Details Opening 12 stores scheduled by December 2028 and renovating existing stores (油そば, store equipment and security deposits) / Amount Total: ¥444 million; amount already paid: None / Scheduled timing of expenditures Start: January 2026; completion: December 2028, Details Opening 6 stores scheduled by December 2028 and renovating existing stores (銀だこ酒場 format, store equipment and security deposits) / Amount Total: ¥282 million; amount already paid: ¥3 million / Scheduled timing of expenditures Start: January 2026; completion: December 2028, Details Opening 3 stores scheduled by December 2028 and renovating existing stores (おでん屋たけし, store equipment and security deposits) / Amount Total: ¥144 million; amount already paid: None / Scheduled timing of expenditures Start: January 2026; completion: December 2028, Details Opening 18 stores scheduled by December 2028 and renovating existing stores (油そば, store equipment and security deposits) / Amount Total: ¥666 million; amount already paid: None / Scheduled timing of expenditures Start: January 2026; completion: December 2028, Details Opening 30 stores scheduled by December 2028 and renovating existing stores (銀だこ酒場 format, store equipment and security deposits) / Amount Total: ¥1,410 million; amount already paid: None / Scheduled timing of expenditures Start: January 2026; completion: December 2028
Payment datePublic offering: any date from 24 April 2026 to 30 April 2026; third-party allotment: 25 May 2026 or 26 May 2026
Intended allotteeName SMBC Nikko Securities Inc. / Number of Shares 621,400 shares (maximum)
Dilution RateIf all shares in the public offering and third-party allotment are issued, 4,764,200 shares, representing approximately 21.999% of the current total of 21,655,600 issued shares
Total number of issued shares21,655,600 shares → 25,798,400 shares after the public offering and 26,419,800 shares after the third-party allotment (if all shares are issued)(Approximately 21.999% (if all shares are issued))
Basis for determining the amount to be paidThe issue price will be determined based on a provisional price range calculated by multiplying the TSE closing price on the date on which the issue price and other terms are determined by 0.90 to 1.00, taking demand and other factors into consideration. The payment amount is to be determined.
Transfer restriction periodFrom the date on which the issue price and other terms are determined through the 180th day after the delivery date for the public offering (lock-up)
Conditions for lifting transfer restrictionsPrior written consent from SMBC Nikko Securities Inc. SMBC Nikko Securities Inc. has the authority to release the agreement or shorten the period.
Underwriter / lead underwriterSMBC Nikko Securities Inc.
OverallotmentUp to 621,400 shares in the secondary offering and up to 621,400 shares in the third-party allotment
Most recent equity financingNo applicable matters
Impact on Business PerformanceThe impact of the issuance of new shares on earnings for the current fiscal year is minor.
Items this document does not state (11)
Estimated issuance expensesIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationStock 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.

To fund capital expenditures for new store openings and renovations, mainly for 銀だこハイボール酒場, おでん屋たけし, 東京油組総本店<油そば> and 厚切りとんかつ よし平, with the aim of further expanding the business and stabilizing earnings.

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Notice Regarding the Issuance of New Shares and the Secondary Offering of Shares | HOTLAND HOLDINGS Co.,Ltd. (3196) timely disclosure | Komori