Komori
Share Issuance and Disposal3490Azplanning Co.,Ltd.Real estate

Notice Regarding the Determination of the Issuance Terms and Other Matters for the Third-Party Allotment of the 7th and 8th Stock Acquisition Rights (with an Option to Select an Exercise Price Adjustment Clause) and the 9th Stock Acquisition Rights (Fixed Exercise Price)

The final terms, including the issue price per stock acquisition right, have been determined for the Seventh, Eighth and Ninth Stock Acquisition Rights, which had already been approved for issuance. The Seventh and Eighth Stock Acquisition Rights will be allotted to Macquarie Bank Limited, and the Ninth Stock Acquisition Rights to 株式会社ヒトプラン.

Worth reading
76Important
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
1279710000
Japanese yen (approximate net proceeds)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Determination of the issuance terms for the third-party allotment of the Seventh and Eighth Stock Acquisition Rights (with options to select adjustment provisions for the exercise price) and the Ninth Stock Acquisition Rights (fixed exercise price)

Who receives how much

Seventh: 1,500 stock acquisition rights, representing 150,000 underlying shares (100 shares per right); Eighth: 1,500 stock acquisition rights, representing 150,000 underlying shares (100 shares per right); Ninth: 750 stock acquisition rights, representing 75,000 underlying shares (100 shares per right)

Macquarie Bank LimitedEquivalent to 150,000 shares (1,500 rights)
Macquarie Bank LimitedEquivalent to 150,000 shares (1,500 rights)
株式会社ヒトプランEquivalent to 75,000 shares (750 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.

Seventh: ¥4,410 per right; Eighth: ¥580 per right; Ninth: ¥300 per right
Total issue value

¥7,710,000

Amount of funds to be raised
Total subscription payments: ¥1,290,210,000; approximate net proceeds: ¥1,279,710,000
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
Terms of the stock acquisition rights
Exercise price
Seventh: initially ¥3,050, adjustable to 92% of the closing share price, with a floor of ¥1,508; Eighth: initially ¥3,500, adjustable to 92% of the closing share price, with a floor of ¥1,508; Ninth: initially ¥4,000, with no adjustment (subject to adjustment provisions)
Exercise period
3 August 2026 to 3 August 2029
Number of Stock Acquisition Rights
Total issued: 1,500 Seventh, 1,500 Eighth and 750 Ninth; unexercised balance: Not disclosed
Reason for acquisition without consideration
If the board of directors resolves that acquisition is necessary, in the event of a merger or other event, a conversion into a wholly owned subsidiary or delisting, or upon expiration of the exercise period, the stock acquisition rights will be acquired for an amount equal to the payment amount
Payment date
31 July 2026
Basis for determining the amount to be paid
The independent valuation institution Plutus Consulting valued the stock acquisition rights using a Monte Carlo simulation. The valuation amounts as of the date of the issuance resolution and the date on which the terms were determined were compared, and the higher amount was adopted. The exercise prices are ¥3,050 for the Seventh, ¥3,500 for the Eighth and ¥4,000 for the Ninth. These represent 101.16%, 116.09% and 132.67%, respectively, of the closing share price on 7 July 2026. The exercise price for the Seventh is above the simple average closing price of ¥2,897 over the preceding 6 months. The discount rate upon adjustment for the Seventh and Eighth is 8%.
Procedures under the Corporate Code of Conduct
An independent valuation was obtained from Plutus Consulting. The Audit and Supervisory Committee opined that the board of directors' determination that the issuance terms do not constitute a particularly favorable issuance was lawful.
Impact on Business Performance
No specific impact on financial results has been disclosed at this time
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDetermination of the issuance terms for the third-party allotment of the Seventh and Eighth Stock Acquisition Rights (with options to select adjustment provisions for the exercise price) and the Ninth Stock Acquisition Rights (fixed exercise price)
Number of shares to be issued or disposed ofSeventh: 1,500 stock acquisition rights, representing 150,000 underlying shares (100 shares per right); Eighth: 1,500 stock acquisition rights, representing 150,000 underlying shares (100 shares per right); Ninth: 750 stock acquisition rights, representing 75,000 underlying shares (100 shares per right)
Issue price and disposal priceSeventh: ¥4,410 per right; Eighth: ¥580 per right; Ninth: ¥300 per right
Total issue value¥7,710,000
Amount of funds to be raisedTotal subscription payments: ¥1,290,210,000; approximate net proceeds: ¥1,279,710,000
Estimated issuance expenses¥10,500,000
Specific use of fundsDetails 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 date31 July 2026
Intended allotteeName Macquarie Bank Limited / Subject 7th Stock Acquisition Rights / Number of Shares Equivalent to 150,000 shares (1,500 rights), Name Macquarie Bank Limited / Subject 8th Stock Acquisition Rights / Number of Shares Equivalent to 150,000 shares (1,500 rights), Name 株式会社ヒトプラン / Subject 9th Stock Acquisition Rights / Number of Shares Equivalent to 75,000 shares (750 rights)
Basis for determining the amount to be paidThe independent valuation institution Plutus Consulting valued the stock acquisition rights using a Monte Carlo simulation. The valuation amounts as of the date of the issuance resolution and the date on which the terms were determined were compared, and the higher amount was adopted. The exercise prices are ¥3,050 for the Seventh, ¥3,500 for the Eighth and ¥4,000 for the Ninth. These represent 101.16%, 116.09% and 132.67%, respectively, of the closing share price on 7 July 2026. The exercise price for the Seventh is above the simple average closing price of ¥2,897 over the preceding 6 months. The discount rate upon adjustment for the Seventh and Eighth is 8%.
Exercise priceSeventh: initially ¥3,050, adjustable to 92% of the closing share price, with a floor of ¥1,508; Eighth: initially ¥3,500, adjustable to 92% of the closing share price, with a floor of ¥1,508; Ninth: initially ¥4,000, with no adjustment (subject to adjustment provisions)
Exercise period3 August 2026 to 3 August 2029
Number of Stock Acquisition RightsTotal issued: 1,500 Seventh, 1,500 Eighth and 750 Ninth; unexercised balance: Not disclosed
Reason for acquisition without considerationIf the board of directors resolves that acquisition is necessary, in the event of a merger or other event, a conversion into a wholly owned subsidiary or delisting, or upon expiration of the exercise period, the stock acquisition rights will be acquired for an amount equal to the payment amount
Procedures under the Corporate Code of ConductAn independent valuation was obtained from Plutus Consulting. The Audit and Supervisory Committee opined that the board of directors' determination that the issuance terms do not constitute a particularly favorable issuance was lawful.
Impact on Business PerformanceNo specific impact on financial results has been disclosed at this time
Items this document does not state (12)
Intended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor 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.

Following the issuance resolution on 8 July 2026, the value of the stock acquisition rights was calculated as of the date of the issuance resolution and the date on which the terms were determined, reflecting the impact on the share price of the earnings summary and medium-term management plan announced in the interim. The amount considered more beneficial to existing shareholders was adopted. The funds raised are expected to be used to acquire properties for sale and for growth investment in M&A and strategic alliances.

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Notice Regarding the Determination of the Issuance Terms and Other Matters for the Third-Party Allotment of the 7th and 8th Stock Acquisition Rights (with an Option to Select an Exercise Price Adjustment Clause) and the 9th Stock Acquisition Rights (Fixed Exercise Price) | Azplanning Co.,Ltd. (3490) timely disclosure | Komori