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
15.46
Dilution rate (as a percentage of total shares issued)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the first stock acquisition rights by third-party allotment (with provisions for revision of the exercise price)
Who receives how much
潜在株式数 810,000株 (8,100 stock acquisition rights, 100 shares per right)
ドリーム10号投資事業有限責任組合8,100 rights (810,000 potential shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥598 per stock acquisition right, ¥5.98 per share
Total issue value
¥4,843,800
Amount of funds to be raised
Total amount paid in: ¥511,093,800 (¥4,843,800 from the issuance of stock acquisition rights and ¥506,250,000 from the exercise of stock acquisition rights); estimated net proceeds: ¥503,681,925
Estimated issuance expenses
Estimated issuance expenses: ¥7,411,875
Specific use of funds
Investment funds and related expenses for M&AAmount ¥128.500 million / Scheduled timing of expenditures October 2026 to December 2026
Software development costs for AI and DX servicesAmount ¥229.906 million / Scheduled timing of expenditures January 2027 to July 2029
Recruiting and personnel expenses, including the recruitment of specialists and AI personnelAmount ¥91.200 million / Scheduled timing of expenditures May 2027 to July 2029
Human capital investment, including AI investment, training and reskillingAmount ¥9 million / Scheduled timing of expenditures October 2026 to July 2029
DX expenses for the nursing care businessAmount ¥10.045 million / Scheduled timing of expenditures December 2026 to July 2029
Nursing care facility repair expensesAmount ¥35.030 million / Scheduled timing of expenditures December 2026 to June 2029
Existing Shares and Increase
+15.46%Rate of increase
5,240,000 shares6,050,000Shares
15.46% (24.36% based on 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 ¥625. From the day following the date falling 6 months after the allotment date, the exercise price may be adjusted by resolution of the Board of Directors to 93% of the closing price on the trading day immediately preceding the resolution. The minimum exercise price is ¥336. An adjustment may be made only if at least 6 months have elapsed since the preceding adjustment.
Exercise period
Start Date 11 September 2026 / End date 10 September 2029
Number of Stock Acquisition Rights
Total issued: 8,100 rights. Number of unexercised rights: Not disclosed.
Reason for acquisition without consideration
From the day following the allotment date, if the company resolves the acquisition date at a meeting of the Board of Directors and notifies or publicly announces the acquisition at least 2 weeks before that date, it may acquire all or part of the remaining stock acquisition rights for an amount per right equal to the issue price.
Offering structure
Major shareholders after the offering
Only the major shareholders before the offering are listed, and the shareholding percentages after exercise by the allottee are not reflected. EPARK Co., Ltd. 8.90%; The Fukoku Mutual Life Insurance Company 4.28%; The Japan Custody Bank, Ltd. (Trust Account) 4.28%; RRK Co., Ltd. 3.82%; M.H. Group Co., Ltd. 3.10%; Shigeyuki Yasuda 2.63%; SCAT Employee Shareholding Association 1.83%; Hideyuki Tanaka 1.37%; Hideo Nagashima 1.14%; Kumio Ishizuka 0.83%.
Intended allottee's holding policy
The allottee intends to hold the shares for investment purposes and aims to sell the acquired shares within a relatively short period, subject to its discretion. It plans to sell the shares while taking their impact on the market into consideration and has no intention of holding them for an extended period.
Payment date
11 September 2026
Basis for determining the amount to be paid
Based on the closing share price of ¥672 on 25 August 2026, the initial exercise price of ¥625 represents a 6.99% discount. This represents a 6.02% discount to the average closing price of ¥665 over the preceding month, a 5.06% premium to the average closing price of ¥594.89 over the preceding 3 months, and a 5.80% premium to the average closing price of ¥590.72 over the preceding 6 months. The ¥598 payment per stock acquisition right is equal to the fair value calculated by Tokyo Financial Advisors using a Monte Carlo simulation.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction will not result in 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 6 June 2024 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount ¥30,680,000
Impact on Business Performance
This fund-raising will have no impact on the current consolidated earnings forecast.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the first stock acquisition rights by third-party allotment (with provisions for revision of the exercise price) |
| Number of shares to be issued or disposed of | 潜在株式数 810,000株 (8,100 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | ¥598 per stock acquisition right, ¥5.98 per share |
| Total issue value | ¥4,843,800 |
| Amount of funds to be raised | Total amount paid in: ¥511,093,800 (¥4,843,800 from the issuance of stock acquisition rights and ¥506,250,000 from the exercise of stock acquisition rights); estimated net proceeds: ¥503,681,925 |
| Estimated issuance expenses | Estimated issuance expenses: ¥7,411,875 |
| Specific use of funds | Details Investment funds and related expenses for M&A / Amount ¥128.500 million / Scheduled timing of expenditures October 2026 to December 2026, Details Software development costs for AI and DX services / Amount ¥229.906 million / Scheduled timing of expenditures January 2027 to July 2029, Details Recruiting and personnel expenses, including the recruitment of specialists and AI personnel / Amount ¥91.200 million / Scheduled timing of expenditures May 2027 to July 2029, Details Human capital investment, including AI investment, training and reskilling / Amount ¥9 million / Scheduled timing of expenditures October 2026 to July 2029, Details DX expenses for the nursing care business / Amount ¥10.045 million / Scheduled timing of expenditures December 2026 to July 2029, Details Nursing care facility repair expenses / Amount ¥35.030 million / Scheduled timing of expenditures December 2026 to June 2029 |
| Payment date | 11 September 2026 |
| Intended allottee | Name ドリーム10号投資事業有限責任組合 / Number of Shares 8,100 rights (810,000 potential shares) |
| Intended allottee's holding policy | The allottee intends to hold the shares for investment purposes and aims to sell the acquired shares within a relatively short period, subject to its discretion. It plans to sell the shares while taking their impact on the market into consideration and has no intention of holding them for an extended period. |
| Dilution Rate | 15.46% (24.36% based on voting rights) |
| Total number of issued shares | 5,240,000 shares → 6,050,000 shares（15.46％） |
| Basis for determining the amount to be paid | Based on the closing share price of ¥672 on 25 August 2026, the initial exercise price of ¥625 represents a 6.99% discount. This represents a 6.02% discount to the average closing price of ¥665 over the preceding month, a 5.06% premium to the average closing price of ¥594.89 over the preceding 3 months, and a 5.80% premium to the average closing price of ¥590.72 over the preceding 6 months. The ¥598 payment per stock acquisition right is equal to the fair value calculated by Tokyo Financial Advisors using a Monte Carlo simulation. |
| Exercise price | Initially ¥625. From the day following the date falling 6 months after the allotment date, the exercise price may be adjusted by resolution of the Board of Directors to 93% of the closing price on the trading day immediately preceding the resolution. The minimum exercise price is ¥336. An adjustment may be made only if at least 6 months have elapsed since the preceding adjustment. |
| Exercise period | Start Date 11 September 2026 / End date 10 September 2029 |
| Number of Stock Acquisition Rights | Total issued: 8,100 rights. Number of unexercised rights: Not disclosed. |
| Reason for acquisition without consideration | From the day following the allotment date, if the company resolves the acquisition date at a meeting of the Board of Directors and notifies or publicly announces the acquisition at least 2 weeks before that date, it may acquire all or part of the remaining stock acquisition rights for an amount per right equal to the issue price. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and the transaction will not result in 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 6 June 2024 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount ¥30,680,000 |
| Major shareholders after the offering | Only the major shareholders before the offering are listed, and the shareholding percentages after exercise by the allottee are not reflected. EPARK Co., Ltd. 8.90%; The Fukoku Mutual Life Insurance Company 4.28%; The Japan Custody Bank, Ltd. (Trust Account) 4.28%; RRK Co., Ltd. 3.82%; M.H. Group Co., Ltd. 3.10%; Shigeyuki Yasuda 2.63%; SCAT Employee Shareholding Association 1.83%; Hideyuki Tanaka 1.37%; Hideo Nagashima 1.14%; Kumio Ishizuka 0.83%. |
| Impact on Business Performance | This fund-raising will have no impact on the current consolidated earnings forecast. |
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.The proceeds will be used for growth investments, including strengthening existing businesses, M&A, developing AI- and DX-related services, recruiting and training specialized personnel, promoting DX in the nursing care business, and repairing facilities. The funds will also allow the company to maintain a certain level of cash on hand, strengthen its financial base, and raise funds flexibly.
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.