Worth reading
85Important
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
24.87
Dilution rate (%)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of the 7th and 8th stock acquisition rights (with an option to select an exercise price adjustment clause) and the 9th stock acquisition rights (with a fixed exercise price) by third-party allotment
Who receives how much
7th stock acquisition rights: 150,000 shares; 8th stock acquisition rights: 150,000 shares; 9th stock acquisition rights: 75,000 shares (total: 375,000 shares)
Macquarie Bank Limited150,000 shares
Macquarie Bank Limited150,000 shares
株式会社ヒトプラン75,000 shares
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.
7th: ¥4,240 per right; 8th: ¥560 per right; 9th: ¥300 per right (subject to a possible increase on the determination date of the terms and conditions)
Total issue value
¥7,425,000 (subject to a possible increase on the determination date of the terms and conditions)
Amount of funds to be raised
Total payment amount: ¥1,289,925,000; estimated net proceeds: ¥1,279,425,000
Estimated issuance expenses
¥10,500,000
Specific use of funds
Funds to acquire properties for sale in the real estate sales businessAmount ¥979 million / Scheduled timing of expenditures August 2026 to August 2029
Growth investment funds for M&A or strategic alliancesAmount ¥300 million / Scheduled timing of expenditures August 2026 to August 2029
Existing Shares and Increase
+24.87%Rate of increase
1,508,000 shares1,883,000Shares
24.87% (24.89% 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
7th: ¥3,050; 8th: ¥3,500 (both may be adjusted by resolution of the Board of Directors, with a post-adjustment floor of ¥1,508); 9th: ¥4,000 (fixed type, with an adjustment clause)
Exercise period
3 August 2026 to 3 August 2029
Number of Stock Acquisition Rights
Total issue: 3,750 rights (7th: 1,500 rights; 8th: 1,500 rights; 9th: 750 rights). Number of outstanding unexercised rights: Not disclosed.
Reason for acquisition without consideration
The rights will not be acquired for no consideration, but for cash in an amount equal to their issue price. This applies when the Board of Directors determines that acquisition is necessary, in the event of a merger or similar transaction, the conversion into a wholly owned subsidiary, a decision to delist, or the expiration of the exercise period.
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 of execution of the purchase agreement until the earliest of the applicable exercise period expiration date, the date on which all rights have been exercised, the date on which the Company acquires all rights, or the date of termination of the agreement (issuance restrictions applicable to Macquarie). Transfers of the stock acquisition rights to third parties require the prior approval of the Board of Directors, except for certain transfers to affiliated companies.
Conditions for lifting transfer restrictions
Prior approval by the Company's Board of Directors. However, for the 7th and 8th, transfers to Macquarie's affiliates are excluded.
Offering structure
Underwriter / lead underwriter
Macquarie Capital Securities Company Limited (arrangement)
Major shareholders after the offering
Name Matsumoto Toshihito (松本俊人) / Shareholding ratio 28.47％Name 株式会社ヒトプラン / Shareholding ratio 14.61％Name Wakita Eiichi (脇田栄一) / Shareholding ratio 1.57％Name Kihara Naoya (木原直哉) / Shareholding ratio 1.01％Name Niinuma Atsushi (新沼吾史) / Shareholding ratio 0.65％Name Kon Hidenobu (今秀信) / Shareholding ratio 0.42％Name Ono Makoto (小尾誠) / Shareholding ratio 0.42％Name Kayano Takashi (茅野高志) / Shareholding ratio 0.27％Name BARCLAYS CAPITAL SECURITIES LIMITED (standing proxy: Barclays Securities Japan Limited) / Shareholding ratio 0.25％Name Sato Mitsuhiro (佐藤充洋) / Shareholding ratio 0.24％
Intended allottee's holding policy
Macquarie intends to hold the rights for investment purposes and, after making decisions as appropriate, seek to sell the shares acquired through exercise within a relatively short period. ヒトプラン intends to hold the acquired shares over the medium to long term.
Payment date
31 July 2026
Basis for determining the amount to be paid
The issue prices were determined with reference to the results of a Monte Carlo simulation conducted by a third-party valuation institution. The exercise prices represent 101.16% for the 7th, 116.09% for the 8th and 132.67% for the 9th, relative to the closing price on 7 July 2026. The 7th has an exercise price of ¥3,050, above the simple average closing price of ¥2,897 for the six months immediately preceding. When the exercise prices of the 7th and 8th are adjusted, they will be set at 92% of the closing price on the immediately preceding trading day, representing an 8% discount.
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, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder intent are not required. The Audit and Supervisory Committee has provided an opinion that the method of determining the issue price is lawful.
Most recent equity financing
Timing 7 May 2025 / Type 5th and 6th stock acquisition rights by third-party allotment / Amount Estimated net proceeds of ¥728,547,646 (funds raised to date: ¥728 million)
Impact on Business Performance
The impact on consolidated results for the fiscal year ending February 2027 is minor.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 7th and 8th stock acquisition rights (with an option to select an exercise price adjustment clause) and the 9th stock acquisition rights (with a fixed exercise price) by third-party allotment |
| Number of shares to be issued or disposed of | 7th stock acquisition rights: 150,000 shares; 8th stock acquisition rights: 150,000 shares; 9th stock acquisition rights: 75,000 shares (total: 375,000 shares) |
| Issue price and disposal price | 7th: ¥4,240 per right; 8th: ¥560 per right; 9th: ¥300 per right (subject to a possible increase on the determination date of the terms and conditions) |
| Total issue value | ¥7,425,000 (subject to a possible increase on the determination date of the terms and conditions) |
| Amount of funds to be raised | Total payment amount: ¥1,289,925,000; estimated net proceeds: ¥1,279,425,000 |
| Estimated issuance expenses | ¥10,500,000 |
| Specific use of funds | Details Funds to acquire properties for sale in the real estate sales business / Amount ¥979 million / Scheduled timing of expenditures August 2026 to August 2029, Details Growth investment funds for M&A or strategic alliances / Amount ¥300 million / Scheduled timing of expenditures August 2026 to August 2029 |
| Payment date | 31 July 2026 |
| Intended allottee | Name Macquarie Bank Limited / Subject 7th Series stock acquisition rights / Number of units 1,500 / Number of Shares 150,000 shares, Name Macquarie Bank Limited / Subject 8th series of stock acquisition rights / Number of units 1,500 / Number of Shares 150,000 shares, Name 株式会社ヒトプラン / Subject 9th series of stock acquisition rights / Number of units 750 rights / Number of Shares 75,000 shares |
| Intended allottee's holding policy | Macquarie intends to hold the rights for investment purposes and, after making decisions as appropriate, seek to sell the shares acquired through exercise within a relatively short period. ヒトプラン intends to hold the acquired shares over the medium to long term. |
| Dilution Rate | 24.87% (24.89% on a voting rights basis) |
| Total number of issued shares | 1,508,000 shares → 1,883,000 shares (if all of the stock acquisition rights are exercised)（24.87％） |
| Basis for determining the amount to be paid | The issue prices were determined with reference to the results of a Monte Carlo simulation conducted by a third-party valuation institution. The exercise prices represent 101.16% for the 7th, 116.09% for the 8th and 132.67% for the 9th, relative to the closing price on 7 July 2026. The 7th has an exercise price of ¥3,050, above the simple average closing price of ¥2,897 for the six months immediately preceding. When the exercise prices of the 7th and 8th are adjusted, they will be set at 92% of the closing price on the immediately preceding trading day, representing an 8% discount. |
| Exercise price | 7th: ¥3,050; 8th: ¥3,500 (both may be adjusted by resolution of the Board of Directors, with a post-adjustment floor of ¥1,508); 9th: ¥4,000 (fixed type, with an adjustment clause) |
| Exercise period | 3 August 2026 to 3 August 2029 |
| Number of Stock Acquisition Rights | Total issue: 3,750 rights (7th: 1,500 rights; 8th: 1,500 rights; 9th: 750 rights). Number of outstanding unexercised rights: Not disclosed. |
| Transfer restriction period | From the date of execution of the purchase agreement until the earliest of the applicable exercise period expiration date, the date on which all rights have been exercised, the date on which the Company acquires all rights, or the date of termination of the agreement (issuance restrictions applicable to Macquarie). Transfers of the stock acquisition rights to third parties require the prior approval of the Board of Directors, except for certain transfers to affiliated companies. |
| Conditions for lifting transfer restrictions | Prior approval by the Company's Board of Directors. However, for the 7th and 8th, transfers to Macquarie's affiliates are excluded. |
| Reason for acquisition without consideration | The rights will not be acquired for no consideration, but for cash in an amount equal to their issue price. This applies when the Board of Directors determines that acquisition is necessary, in the event of a merger or similar transaction, the conversion into a wholly owned subsidiary, a decision to delist, or the expiration of the exercise period. |
| Underwriter / lead underwriter | Macquarie Capital Securities Company Limited (arrangement) |
| 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, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder intent are not required. The Audit and Supervisory Committee has provided an opinion that the method of determining the issue price is lawful. |
| Most recent equity financing | Timing 7 May 2025 / Type 5th and 6th stock acquisition rights by third-party allotment / Amount Estimated net proceeds of ¥728,547,646 (funds raised to date: ¥728 million) |
| Major shareholders after the offering | Name Matsumoto Toshihito (松本俊人) / Shareholding ratio 28.47％, Name 株式会社ヒトプラン / Shareholding ratio 14.61％, Name Wakita Eiichi (脇田栄一) / Shareholding ratio 1.57％, Name Kihara Naoya (木原直哉) / Shareholding ratio 1.01％, Name Niinuma Atsushi (新沼吾史) / Shareholding ratio 0.65％, Name Kon Hidenobu (今秀信) / Shareholding ratio 0.42％, Name Ono Makoto (小尾誠) / Shareholding ratio 0.42％, Name Kayano Takashi (茅野高志) / Shareholding ratio 0.27％, Name BARCLAYS CAPITAL SECURITIES LIMITED (standing proxy: Barclays Securities Japan Limited) / Shareholding ratio 0.25％, Name Sato Mitsuhiro (佐藤充洋) / Shareholding ratio 0.24％ |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending February 2027 is minor. |
Items this document does not state (4)
Categories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split Ratio
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 expand the capital base for rapidly advancing the growth measures set out in the medium-term management plan and enhancing corporate and shareholder value over the medium to long term. The funds will be used to acquire properties for sale in the real estate sales business and for M&A or strategic alliances.
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