Worth reading
88Important
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
2571000
Shares (maximum number of shares to be issued through the new shares and stock acquisition rights)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of new shares and Fourth Series Stock Acquisition Rights through a third-party allotment
Who receives how much
New shares 1,028,400 shares / Potential shares underlying the stock acquisition rights 1,542,600 shares (15,426 rights, 100 shares per right)
ULTIMATE CLASSIC INVESTMENT LLC1,028,400 new shares and 15,426 stock acquisition rights
The lower thin line represents the existing number of shares to which these shares will be added.
New shares ¥389 per share / Stock Acquisition Rights ¥173 per right
Total issue value
New shares ¥400,047,600 / Stock Acquisition Rights ¥2,668,698
Amount of funds to be raised
Total payment amount Total subscription proceeds: ¥1,002,787,698 / Estimated net proceeds Estimated net proceeds: ¥953,787,698
Estimated issuance expenses
Estimated issuance expenses: ¥49,000,000
Specific use of funds
Redemption of the First Series Convertible Bonds with Stock Acquisition RightsAmount ¥300 million / Scheduled timing of expenditures October 2026 to August 2027
Working capitalAmount ¥53 million / Scheduled timing of expenditures October 2026 to August 2027
Funds for preparing the fortune-telling events and merchandise sales businessAmount ¥60 million / Scheduled timing of expenditures October 2026 to August 2028
Working capital and advertising expenses for the call-based web services businessAmount ¥240 million / Scheduled timing of expenditures October 2026 to August 2030
Funds for M&A and capital and business alliancesAmount ¥300 million / Scheduled timing of expenditures October 2028 to August 2030
Existing Shares and Increase
+22.75%Rate of increase
11,300,000 shares13,871,000Shares
22.75% (23.12% based on total voting rights)
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
Initially ¥389. After six months have elapsed from the allotment date, the exercise price may be revised by resolution of the Board of Directors to at least 90% of the closing price on the immediately preceding trading day. The floor price is ¥303.
Exercise period
21 October 2026 to 20 October 2028
Number of Stock Acquisition Rights
15,426 rights issued in total; the number remaining unexercised will depend on the exercise status after issuance
Reason for acquisition without consideration
After six months have elapsed from the allotment date, the company may acquire all or part of the rights at the same price as the subscription price, subject to a Board of Directors resolution and notice and public announcement at least 14 days before the acquisition date.
Offering structure
Major shareholders after the offering
Name 株式会社エヌカルテット / Shareholding ratio 39.99％Name Nagasawa Kazuo (長沢一男) / Shareholding ratio 15.20％Name ULTIMATE CLASSIC INVESTMENT LLC / Shareholding ratio 8.46％Name Nagasawa Atsuko (長沢敦子) / Shareholding ratio 1.50％Name マイルストーン・キャピタル・マネジメント株式会社 / Shareholding ratio 1.28％Name Nagasawa Masanori (長沢匡哲) / Shareholding ratio 0.71％Name 株式会社千里眼 / Shareholding ratio 0.68％Name Hasegawa Kahori (長谷川かほり) / Shareholding ratio 0.20％Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 0.19％Name Nagasawa Kazuhiro (長沢和宙) / Shareholding ratio 0.16％Name Sakai Yasuhiro (酒井康弘) / Shareholding ratio 0.14％
Intended allottee's holding policy
The intended investment is a pure investment aimed at increasing corporate value. The primary objective is not to hold the securities long term as a major shareholder; the policy is to sell them in the market while taking market conditions and trading volume into account.
Payment date
21 October 2026
Basis for determining the amount to be paid
¥389, representing 90% of the closing price of ¥432 on 2 October 2026. This is a discount of 9.74% to the average price of ¥431 for the preceding month, 11.99% to the three-month average of ¥442, and 12.39% to the six-month average of ¥444.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25%, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder intent are not required.
Most recent equity financing
Timing 10 June 2025 / Type Third-party allotment of Third Series Stock Acquisition Rights / Amount Expected proceeds at issuance of ¥807,651,000 (net proceeds of ¥795,651,000), Timing 10 June 2025 / Type Third-party allotment of First Series Unsecured Convertible Bonds with Stock Acquisition Rights / Amount ¥300,000,000 (net proceeds)
Impact on Business Performance
The impact on results for the fiscal year ending August 2027 is expected to be limited. The impact on the medium-term management plan is currently under review.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares and Fourth Series Stock Acquisition Rights through a third-party allotment |
| Number of shares to be issued or disposed of | New shares 1,028,400 shares / Potential shares underlying the stock acquisition rights 1,542,600 shares (15,426 rights, 100 shares per right) |
| Issue price and disposal price | New shares ¥389 per share / Stock Acquisition Rights ¥173 per right |
| Total issue value | New shares ¥400,047,600 / Stock Acquisition Rights ¥2,668,698 |
| Amount of funds to be raised | Total payment amount Total subscription proceeds: ¥1,002,787,698 / Estimated net proceeds Estimated net proceeds: ¥953,787,698 |
| Estimated issuance expenses | Estimated issuance expenses: ¥49,000,000 |
| Specific use of funds | Details Redemption of the First Series Convertible Bonds with Stock Acquisition Rights / Amount ¥300 million / Scheduled timing of expenditures October 2026 to August 2027, Details Working capital / Amount ¥53 million / Scheduled timing of expenditures October 2026 to August 2027, Details Funds for preparing the fortune-telling events and merchandise sales business / Amount ¥60 million / Scheduled timing of expenditures October 2026 to August 2028, Details Working capital and advertising expenses for the call-based web services business / Amount ¥240 million / Scheduled timing of expenditures October 2026 to August 2030, Details Funds for M&A and capital and business alliances / Amount ¥300 million / Scheduled timing of expenditures October 2028 to August 2030 |
| Payment date | 21 October 2026 |
| Intended allottee | Name ULTIMATE CLASSIC INVESTMENT LLC / Number of Shares 1,028,400 new shares and 15,426 stock acquisition rights |
| Intended allottee's holding policy | The intended investment is a pure investment aimed at increasing corporate value. The primary objective is not to hold the securities long term as a major shareholder; the policy is to sell them in the market while taking market conditions and trading volume into account. |
| Dilution Rate | 22.75% (23.12% based on total voting rights) |
| Total number of issued shares | 11,300,000 shares → 12,328,400 shares (after issuance of new shares; 13,871,000 shares if all stock acquisition rights are exercised)（9.10% (new shares only)） |
| Basis for determining the amount to be paid | ¥389, representing 90% of the closing price of ¥432 on 2 October 2026. This is a discount of 9.74% to the average price of ¥431 for the preceding month, 11.99% to the three-month average of ¥442, and 12.39% to the six-month average of ¥444. |
| Exercise price | Initially ¥389. After six months have elapsed from the allotment date, the exercise price may be revised by resolution of the Board of Directors to at least 90% of the closing price on the immediately preceding trading day. The floor price is ¥303. |
| Exercise period | 21 October 2026 to 20 October 2028 |
| Number of Stock Acquisition Rights | 15,426 rights issued in total; the number remaining unexercised will depend on the exercise status after issuance |
| Reason for acquisition without consideration | After six months have elapsed from the allotment date, the company may acquire all or part of the rights at the same price as the subscription price, subject to a Board of Directors resolution and notice and public announcement at least 14 days before the acquisition date. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25%, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder intent are not required. |
| Most recent equity financing | Timing 10 June 2025 / Type Third-party allotment of Third Series Stock Acquisition Rights / Amount Expected proceeds at issuance of ¥807,651,000 (net proceeds of ¥795,651,000), Timing 10 June 2025 / Type Third-party allotment of First Series Unsecured Convertible Bonds with Stock Acquisition Rights / Amount ¥300,000,000 (net proceeds) |
| Major shareholders after the offering | Name 株式会社エヌカルテット / Shareholding ratio 39.99％, Name Nagasawa Kazuo (長沢一男) / Shareholding ratio 15.20％, Name ULTIMATE CLASSIC INVESTMENT LLC / Shareholding ratio 8.46％, Name Nagasawa Atsuko (長沢敦子) / Shareholding ratio 1.50％, Name マイルストーン・キャピタル・マネジメント株式会社 / Shareholding ratio 1.28％, Name Nagasawa Masanori (長沢匡哲) / Shareholding ratio 0.71％, Name 株式会社千里眼 / Shareholding ratio 0.68％, Name Hasegawa Kahori (長谷川かほり) / Shareholding ratio 0.20％, Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 0.19％, Name Nagasawa Kazuhiro (長沢和宙) / Shareholding ratio 0.16％, Name Sakai Yasuhiro (酒井康弘) / Shareholding ratio 0.14％ |
| Impact on Business Performance | The impact on results for the fiscal year ending August 2027 is expected to be limited. The impact on the medium-term management plan is currently under review. |
Items this document does not state (7)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock 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 secure working capital required for business operations and funds for the recovery and growth investments of existing businesses, reduce debt through the redemption of existing bonds, and expand business opportunities by building a relationship with UCI.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.