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
29
million shares (if all stock acquisition rights are exercised)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance through a third-party allotment of the 16th Series of Stock Acquisition Rights with an exercise price adjustment clause, the 17th through 19th Series of Stock Acquisition Rights, and the 2nd Series of Unsecured Straight Bonds
Who receives how much
16th Series of Stock Acquisition Rights: 210,000 units (100 common shares per unit; 21,000,000 potential shares); 17th Series of Stock Acquisition Rights: 25,000 units (2,500,000 potential shares); 18th Series of Stock Acquisition Rights: 25,000 units (2,500,000 potential shares); 19th Series of Stock Acquisition Rights: 30,000 units (3,000,000 potential shares); total: 29,000,000 shares
Long Corridor Alpha Opportunities Master Fund155,400 units of the 16th Series of Stock Acquisition Rights
MAP246 Segregated Portfolio, a segregated portfolio of LMA SPC16,800 units of the 16th Series of Stock Acquisition Rights
BEMAP Master Fund Ltd.37,800 units of the 16th Series of Stock Acquisition Rights
株式会社機山25,000 units of the 17th Series of Stock Acquisition Rights, 25,000 units of the 18th Series of Stock Acquisition Rights, and 30,000 units of the 19th Series of Stock Acquisition 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.
16th Series: ¥3.6 per unit; 17th Series: ¥49.9 per unit; 18th Series: ¥48.5 per unit; 19th Series: ¥46.9 per unit
Total issue value
16th Series: ¥756,000; 17th through 19th Series: ¥3,867,000
Amount of funds to be raised
Bonds: total subscription proceeds of ¥465 million. Stock acquisition rights: total subscription proceeds of ¥1,419 million and estimated net proceeds of ¥1,404 million
Estimated issuance expenses
¥15 million
Specific use of funds
New M&A acquisition (飯山土建株式会社)Amount ¥450 million / Scheduled timing of expenditures April 2026
Due diligence and other expensesAmount ¥15 million / Scheduled timing of expenditures April 2026
Redemption of Corporate BondsAmount ¥500 million / Scheduled timing of expenditures April 2026 to April 2027
Funds for the acquisition of shares in 飯山土建株式会社Amount ¥500 million / Scheduled timing of expenditures April 2026 to June 2026
Funds for the acquisition of shares in other companiesAmount ¥311 million / Scheduled timing of expenditures April 2026 to April 2028
M&A-related expenses (FA fees, due diligence expenses, etc.)Amount ¥93 million / Scheduled timing of expenditures April 2026 to April 2028
Existing Shares and Increase
+22.07%Rate of increase
131,420,693 shares160,420,693Shares
22.07% (22% in the latter half of the main text; 22.07% on a voting rights basis as well)
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
16th Series: initial exercise price of ¥48, subject to an adjustment clause. The price will be adjusted to 90% of the closing price on the last trading day of the week preceding the adjustment reference date, subject to a floor of ¥30. 17th Series: ¥48; 18th Series: ¥51; 19th Series: ¥53. None of these prices is subject to adjustment, except for adjustments triggered by certain events.
Exercise period
16th Series: 14 April 2026 to 13 April 2027. 17th through 19th Series: 14 April 2026 to 13 April 2028.
Number of Stock Acquisition Rights
Total number issued: 210,000 units for the 16th Series, 25,000 units for the 17th Series, 25,000 units for the 18th Series, and 30,000 units for the 19th Series. Remaining unexercised: Not disclosed
Reason for acquisition without consideration
On the expiration date of the exercise period for the 16th Series of Stock Acquisition Rights, the Company will purchase all remaining stock acquisition rights at a price per unit equal to the subscription price.
Intended allottee's holding policy
LCAO, MAP246, and BEMAP intend to hold the shares for pure investment purposes and, in principle, not for the long term, with a policy of selling the acquired shares on or off the market. 機山 also intends to pursue a short-term pure investment strategy rather than long-term ownership, exercising the rights and then selling the shares. Any transfer of the stock acquisition rights requires the Company's prior approval.
Payment date
13 April 2026
Basis for determining the amount to be paid
The initial exercise price for the 16th Series is ¥48, the closing price on the trading day preceding the resolution date for the issuance. Following adjustment, it will be set at 90% of the closing price on the last trading day of the week preceding the adjustment reference date (a 10% discount, rounded up to the nearest yen), subject to a floor of ¥30. The exercise price is ¥48 for the 17th Series, ¥51 for the 18th Series, representing 105% of the closing price, and ¥53 for the 19th Series, representing 110% of the closing price. The subscription prices of the stock acquisition rights are equal to the valuation amounts calculated by independent valuation institution Stewart Mclaren using a Monte Carlo simulation.
Procedures under the Corporate Code of Conduct
As 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 shareholders' intentions are not required.
Most recent equity financing
Timing 29 November 2023 / Type 13th through 15th Series of Stock Acquisition Rights issued through a third-party allotment / Amount Planned proceeds at issuance of ¥2,475,009,900 (estimated net proceeds of ¥2,460,009,900)
Impact on Business Performance
The impact of this third-party allotment on results for the fiscal year ending August 2026 is minor. The impact of the M&A involving 飯山土建株式会社 on results is currently under review.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance through a third-party allotment of the 16th Series of Stock Acquisition Rights with an exercise price adjustment clause, the 17th through 19th Series of Stock Acquisition Rights, and the 2nd Series of Unsecured Straight Bonds |
| Number of shares to be issued or disposed of | 16th Series of Stock Acquisition Rights: 210,000 units (100 common shares per unit; 21,000,000 potential shares); 17th Series of Stock Acquisition Rights: 25,000 units (2,500,000 potential shares); 18th Series of Stock Acquisition Rights: 25,000 units (2,500,000 potential shares); 19th Series of Stock Acquisition Rights: 30,000 units (3,000,000 potential shares); total: 29,000,000 shares |
| Issue price and disposal price | 16th Series: ¥3.6 per unit; 17th Series: ¥49.9 per unit; 18th Series: ¥48.5 per unit; 19th Series: ¥46.9 per unit |
| Total issue value | 16th Series: ¥756,000; 17th through 19th Series: ¥3,867,000 |
| Amount of funds to be raised | Bonds: total subscription proceeds of ¥465 million. Stock acquisition rights: total subscription proceeds of ¥1,419 million and estimated net proceeds of ¥1,404 million |
| Estimated issuance expenses | ¥15 million |
| Specific use of funds | Details New M&A acquisition (飯山土建株式会社) / Amount ¥450 million / Scheduled timing of expenditures April 2026, Details Due diligence and other expenses / Amount ¥15 million / Scheduled timing of expenditures April 2026, Details Redemption of Corporate Bonds / Amount ¥500 million / Scheduled timing of expenditures April 2026 to April 2027, Details Funds for the acquisition of shares in 飯山土建株式会社 / Amount ¥500 million / Scheduled timing of expenditures April 2026 to June 2026, Details Funds for the acquisition of shares in other companies / Amount ¥311 million / Scheduled timing of expenditures April 2026 to April 2028, Details M&A-related expenses (FA fees, due diligence expenses, etc.) / Amount ¥93 million / Scheduled timing of expenditures April 2026 to April 2028 |
| Payment date | 13 April 2026 |
| Intended allottee | Name Long Corridor Alpha Opportunities Master Fund / Number of Shares 155,400 units of the 16th Series of Stock Acquisition Rights, Name MAP246 Segregated Portfolio, a segregated portfolio of LMA SPC / Number of Shares 16,800 units of the 16th Series of Stock Acquisition Rights, Name BEMAP Master Fund Ltd. / Number of Shares 37,800 units of the 16th Series of Stock Acquisition Rights, Name 株式会社機山 / Number of Shares 25,000 units of the 17th Series of Stock Acquisition Rights, 25,000 units of the 18th Series of Stock Acquisition Rights, and 30,000 units of the 19th Series of Stock Acquisition Rights |
| Intended allottee's holding policy | LCAO, MAP246, and BEMAP intend to hold the shares for pure investment purposes and, in principle, not for the long term, with a policy of selling the acquired shares on or off the market. 機山 also intends to pursue a short-term pure investment strategy rather than long-term ownership, exercising the rights and then selling the shares. Any transfer of the stock acquisition rights requires the Company's prior approval. |
| Dilution Rate | 22.07% (22% in the latter half of the main text; 22.07% on a voting rights basis as well) |
| Total number of issued shares | 131,420,693 shares → 160,420,693 shares (if all stock acquisition rights are exercised)（22.07％） |
| Basis for determining the amount to be paid | The initial exercise price for the 16th Series is ¥48, the closing price on the trading day preceding the resolution date for the issuance. Following adjustment, it will be set at 90% of the closing price on the last trading day of the week preceding the adjustment reference date (a 10% discount, rounded up to the nearest yen), subject to a floor of ¥30. The exercise price is ¥48 for the 17th Series, ¥51 for the 18th Series, representing 105% of the closing price, and ¥53 for the 19th Series, representing 110% of the closing price. The subscription prices of the stock acquisition rights are equal to the valuation amounts calculated by independent valuation institution Stewart Mclaren using a Monte Carlo simulation. |
| Exercise price | 16th Series: initial exercise price of ¥48, subject to an adjustment clause. The price will be adjusted to 90% of the closing price on the last trading day of the week preceding the adjustment reference date, subject to a floor of ¥30. 17th Series: ¥48; 18th Series: ¥51; 19th Series: ¥53. None of these prices is subject to adjustment, except for adjustments triggered by certain events. |
| Exercise period | 16th Series: 14 April 2026 to 13 April 2027. 17th through 19th Series: 14 April 2026 to 13 April 2028. |
| Number of Stock Acquisition Rights | Total number issued: 210,000 units for the 16th Series, 25,000 units for the 17th Series, 25,000 units for the 18th Series, and 30,000 units for the 19th Series. Remaining unexercised: Not disclosed |
| Reason for acquisition without consideration | On the expiration date of the exercise period for the 16th Series of Stock Acquisition Rights, the Company will purchase all remaining stock acquisition rights at a price per unit equal to the subscription price. |
| Procedures under the Corporate Code of Conduct | As 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 shareholders' intentions are not required. |
| Most recent equity financing | Timing 29 November 2023 / Type 13th through 15th Series of Stock Acquisition Rights issued through a third-party allotment / Amount Planned proceeds at issuance of ¥2,475,009,900 (estimated net proceeds of ¥2,460,009,900) |
| Impact on Business Performance | The impact of this third-party allotment on results for the fiscal year ending August 2026 is minor. The impact of the M&A involving 飯山土建株式会社 on results is currently under review. |
Items this document does not state (8)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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.To make M&A the core of its growth strategy, secure the funds required for working capital and growth investments, and strengthen its financial base. The proceeds are planned to be used for the acquisition of 飯山土建株式会社, the acquisition of shares in other companies, M&A-related expenses, and bond redemption.
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