Details of issuance or disposal
Issuance of Class A shares by third-party allotment
1 Class A Share
The lower thin line represents the existing number of shares to which these shares will be added.
¥8,600,000,000
Less than 25%. As the Class A Shares are non-voting and have neither a conversion request right nor a mandatory acquisition provision under which ordinary shares would be provided as consideration, there will be no dilution of voting rights in the ordinary 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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Class A shares by third-party allotment |
| Number of shares to be issued or disposed of | 1 Class A Share |
| Issue price and disposal price | ¥8,600,000,000 per share |
| Total issue value | ¥8,600,000,000 |
| Amount of funds to be raised | Total payment amount ¥8,600,000,000 / Estimated net proceeds ¥8,567,900,000 |
| Estimated issuance expenses | ¥32,100,000 |
| Specific use of funds | Details Funds for the acquisition of treasury shares / Amount ¥8,567,900,000 / Scheduled timing of expenditures July 2026 |
| Payment date | 31 July 2026 |
| Intended allottee | Name DAITO TRUST CONSTRUCTION CO.,LTD. / Number of Shares 1 Class A Share |
| Intended allottee's holding policy | The subscriber intends to hold the Company's shares, including the Class A Shares allotted to it, over the medium to long term. Any transfer of the Class A Shares requires approval at a general meeting of the Company's shareholders. |
| Dilution Rate | Less than 25%. As the Class A Shares are non-voting and have neither a conversion request right nor a mandatory acquisition provision under which ordinary shares would be provided as consideration, there will be no dilution of voting rights in the ordinary shares. |
| Total number of issued shares | 28,306,000 shares → Not disclosed |
| Basis for determining the amount to be paid | The issue price was determined based on the funds required to execute the acquisition of treasury shares, the need to secure the distributable amount and the expenses associated with the issuance. Because these are class shares for which no objective market price exists, no discount or premium to the closing price or average share price is stated. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is less than 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 issuance is conditional on approval by a resolution at a general meeting of shareholders. |
| Most recent equity financing | No applicable matters |
| Major shareholders after the offering | Name DAITO TRUST CONSTRUCTION CO.,LTD. (Class A Shares) / Shareholding ratio 100.00%, Name SBI Holdings, Inc. (ordinary shares) / Shareholding ratio 57.14%, Name DAITO TRUST CONSTRUCTION CO.,LTD. (ordinary shares) / Shareholding ratio 42.86% |
| Impact on Business Performance | This third-party allotment will have no impact on the Company's financial results. |
Items this document does not state (11)
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 the funds required to acquire treasury shares from SBI Holdings, Inc. and the distributable amount in connection with DAITO TRUST CONSTRUCTION CO.,LTD.'s planned conversion of the Company into a wholly owned subsidiary.