Worth reading
90Important
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
10.49
Dilution rate relative to the total number of voting rights (%)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of First Series Unsecured Convertible Bonds with Stock Acquisition Rights by third-party allotment, Issuance of the First Series Stock Acquisition Rights through a third-party allotment
Who receives how much
Convertible Bonds with Stock Acquisition Rights 851,300 shares (potential shares) / Stock Acquisition Rights 851,300 shares (potential shares)
Development Bank of Japan Inc.851,300 potential shares underlying the Convertible Bonds with Stock Acquisition Rights and 851,300 potential shares underlying the Stock Acquisition Rights
The lower thin line represents the existing number of shares to which these shares will be added.
Convertible Bonds with Stock Acquisition Rights ¥100 per ¥100 of the principal amount of the Bonds / Stock Acquisition Rights ¥700 per stock acquisition right
Total issue value
Convertible Bonds with Stock Acquisition Rights ¥750,000,000 / Stock Acquisition Rights ¥5,959,100
Amount of funds to be raised
Total payment amount ¥1,505,954,400 / Estimated net proceeds ¥1,495,954,400
Estimated issuance expenses
¥10,000,000
Specific use of funds
Investment in logistics hubs: funds for additional capital investment to enhance the functions of the Tokai Mother Center, a long-term storage facility currently in operation, and part of the capital investment funds for constructing the Shote Project, a food and agricultural distribution hub planned in Satte, Saitama PrefectureAmount ¥750 million (the Convertible Bonds with Stock Acquisition Rights) / Scheduled timing of expenditures May 2026 to March 2030
Business expansion through M&A and alliances: funds for one or more companies, mainly in the logistics business, that are expected to generate synergies with the Company’s groupAmount ¥745 million (the Stock Acquisition Rights) / Scheduled timing of expenditures April 2027 to March 2030
Existing Shares and Increase
+10.40%Rate of increase
16,372,000 shares18,074,600Shares
10.40% of the total number of issued shares and 10.49% of the total number of voting rights, assuming all are converted and exercised
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
The conversion price for the Convertible Bonds with Stock Acquisition Rights and the initial exercise price for the Stock Acquisition Rights are ¥881 per share. Adjustment provisions apply in the event of an issuance of shares or other securities, a share split, a special dividend or other events. The floor for adjustments is Not disclosed.
Exercise period
From 29 May 2026 to 22 May 2031, or 5 banking business days before the relevant redemption date in the event of early redemption
Number of Stock Acquisition Rights
48 Stock Acquisition Rights attached to the Convertible Bonds with Stock Acquisition Rights and 8,513 Stock Acquisition Rights. The number of outstanding unexercised rights is Not disclosed.
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 payment date until the earlier of 29 May 2031 or the date on which the allottee ceases to hold the Company’s shares or other securities (lock-up relating to the issuance or other disposition of shares or other securities)
Conditions for lifting transfer restrictions
The transfer of the Convertible Bonds with Stock Acquisition Rights or the Stock Acquisition Rights to a third party requires the Company’s consent.
Offering structure
Major shareholders after the offering
Name Tatemoto Atsushi (舘本 篤志) / Shareholding ratio 11.36％Name AIR WATER INC. / Shareholding ratio 9.58％Name Development Bank of Japan Inc. / Shareholding ratio 9.49％Name Tatemoto Isamu (舘本 勲武) / Shareholding ratio 5.37％Name Osaki Yoshiyasu (大﨑 善保) / Shareholding ratio 2.06％Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 1.78％Name UBS AG LONDON A/C IPB SEGREGATED CLIENT ACCOUNT / Shareholding ratio 1.40％Name BNY GCM CLIENT ACCOUNT JPRD AC ISG(FE-AC) / Shareholding ratio 1.29％Name 株式会社オリエンタル / Shareholding ratio 1.11％Name デリカフーズグループ従業員持株会 / Shareholding ratio 1.05％
Intended allottee's holding policy
The allottee has no policy of transferring the Convertible Bonds with Stock Acquisition Rights or the Stock Acquisition Rights to a third party during the short-term period following the allotment. However, the ordinary shares acquired through conversion or exercise may be sold after taking into account the Company’s performance, dividend payments, market conditions and other factors. Any transfer requires the Company’s consent.
Payment date
29 May 2026
Basis for determining the amount to be paid
A 4.01% premium to the closing price of ¥847 on 12 May 2026 and a 1.03% premium to the one-month average closing price of ¥872. The valuation was conducted by 株式会社プルータス・コンサルティング 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, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions.
Impact on Business Performance
The impact on the Company group’s results for the fiscal year ending March 2027 will be minimal.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of First Series Unsecured Convertible Bonds with Stock Acquisition Rights by third-party allotment, Issuance of the First Series Stock Acquisition Rights through a third-party allotment |
| Number of shares to be issued or disposed of | Convertible Bonds with Stock Acquisition Rights 851,300 shares (potential shares) / Stock Acquisition Rights 851,300 shares (potential shares) |
| Issue price and disposal price | Convertible Bonds with Stock Acquisition Rights ¥100 per ¥100 of the principal amount of the Bonds / Stock Acquisition Rights ¥700 per stock acquisition right |
| Total issue value | Convertible Bonds with Stock Acquisition Rights ¥750,000,000 / Stock Acquisition Rights ¥5,959,100 |
| Amount of funds to be raised | Total payment amount ¥1,505,954,400 / Estimated net proceeds ¥1,495,954,400 |
| Estimated issuance expenses | ¥10,000,000 |
| Specific use of funds | Details Investment in logistics hubs: funds for additional capital investment to enhance the functions of the Tokai Mother Center, a long-term storage facility currently in operation, and part of the capital investment funds for constructing the Shote Project, a food and agricultural distribution hub planned in Satte, Saitama Prefecture / Amount ¥750 million (the Convertible Bonds with Stock Acquisition Rights) / Scheduled timing of expenditures May 2026 to March 2030, Details Business expansion through M&A and alliances: funds for one or more companies, mainly in the logistics business, that are expected to generate synergies with the Company’s group / Amount ¥745 million (the Stock Acquisition Rights) / Scheduled timing of expenditures April 2027 to March 2030 |
| Payment date | 29 May 2026 |
| Intended allottee | Name Development Bank of Japan Inc. / Number of Shares 851,300 potential shares underlying the Convertible Bonds with Stock Acquisition Rights and 851,300 potential shares underlying the Stock Acquisition Rights |
| Intended allottee's holding policy | The allottee has no policy of transferring the Convertible Bonds with Stock Acquisition Rights or the Stock Acquisition Rights to a third party during the short-term period following the allotment. However, the ordinary shares acquired through conversion or exercise may be sold after taking into account the Company’s performance, dividend payments, market conditions and other factors. Any transfer requires the Company’s consent. |
| Dilution Rate | 10.40% of the total number of issued shares and 10.49% of the total number of voting rights, assuming all are converted and exercised |
| Total number of issued shares | 16,372,000 shares → 18,074,600 shares（10.40％） |
| Basis for determining the amount to be paid | A 4.01% premium to the closing price of ¥847 on 12 May 2026 and a 1.03% premium to the one-month average closing price of ¥872. The valuation was conducted by 株式会社プルータス・コンサルティング using a Monte Carlo simulation. |
| Exercise price | The conversion price for the Convertible Bonds with Stock Acquisition Rights and the initial exercise price for the Stock Acquisition Rights are ¥881 per share. Adjustment provisions apply in the event of an issuance of shares or other securities, a share split, a special dividend or other events. The floor for adjustments is Not disclosed. |
| Exercise period | From 29 May 2026 to 22 May 2031, or 5 banking business days before the relevant redemption date in the event of early redemption |
| Number of Stock Acquisition Rights | 48 Stock Acquisition Rights attached to the Convertible Bonds with Stock Acquisition Rights and 8,513 Stock Acquisition Rights. The number of outstanding unexercised rights is Not disclosed. |
| Transfer restriction period | From the payment date until the earlier of 29 May 2031 or the date on which the allottee ceases to hold the Company’s shares or other securities (lock-up relating to the issuance or other disposition of shares or other securities) |
| Conditions for lifting transfer restrictions | The transfer of the Convertible Bonds with Stock Acquisition Rights or the Stock Acquisition Rights to a third party requires the Company’s consent. |
| 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. |
| Major shareholders after the offering | Name Tatemoto Atsushi (舘本 篤志) / Shareholding ratio 11.36％, Name AIR WATER INC. / Shareholding ratio 9.58％, Name Development Bank of Japan Inc. / Shareholding ratio 9.49％, Name Tatemoto Isamu (舘本 勲武) / Shareholding ratio 5.37％, Name Osaki Yoshiyasu (大﨑 善保) / Shareholding ratio 2.06％, Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 1.78％, Name UBS AG LONDON A/C IPB SEGREGATED CLIENT ACCOUNT / Shareholding ratio 1.40％, Name BNY GCM CLIENT ACCOUNT JPRD AC ISG(FE-AC) / Shareholding ratio 1.29％, Name 株式会社オリエンタル / Shareholding ratio 1.11％, Name デリカフーズグループ従業員持株会 / Shareholding ratio 1.05％ |
| Impact on Business Performance | The impact on the Company group’s results for the fiscal year ending March 2027 will be minimal. |
Items this document does not state (7)
Reason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financing
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 raise the funds required for capital investment in logistics hubs and business expansion through M&A and alliances, while receiving support from DBJ for financing, its medium- to long-term growth strategy, supply chain resilience, management efficiency and other matters, with the aim of enhancing corporate value over the medium to long term.
How to read this page
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