Worth reading
89Important
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
68.86
% (maximum dilution as a percentage of total shares outstanding)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the 7th stock acquisition rights through a third-party allotment with exercise price adjustment provisions
Who receives how much
Potential shares: 2,005,100 common shares (20,051 stock acquisition rights, 100 shares per right)
GP上場企業出資投資事業有限責任組合 (20,051 stock acquisition rights)
The lower thin line represents the existing number of shares to which these shares will be added.
¥110 per stock acquisition right
Total issue value
¥2,205,610
Amount of funds to be raised
Total amount payable: ¥746,097,710; estimated net proceeds: ¥738,497,710
Estimated issuance expenses
Estimated issuance expenses: ¥7,600,000
Specific use of funds
Working capital for the stable operation of existing businessesAmount ¥552 million / Scheduled timing of expenditures June 2026 to June 2030 (by fiscal year: ¥120 million for the fiscal year ending March 2027, ¥142 million for the fiscal year ending March 2028, ¥129 million for the fiscal year ending March 2029, ¥133 million for the fiscal year ending March 2030, and ¥28 million for the fiscal year ending March 2031)
Repayment of existing borrowingsAmount ¥186 million (¥135,796,000 to financial institutions and ¥50,000,000 to Fujita Kenji (藤田健治)) / Scheduled timing of expenditures June 2026 to September 2028
Existing Shares and Increase
+68.86%Rate of increase
2,911,799 shares4,916,899Shares
68.86% (69.00% relative to the total number of 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 ¥371. From 16 June 2026 onward, 90% of the closing share price on the immediately preceding trading day. Subject to adjustment provisions, with a floor of ¥164.
Exercise period
16 June 2026 to 15 June 2030
Number of Stock Acquisition Rights
Total issued: 20,051 rights; remaining unexercised: 20,051 rights (as of the date of the issuance resolution)
Reason for acquisition without consideration
If the Company becomes the surviving company in a merger in which it is the disappearing company, becomes a wholly owned subsidiary, or is delisted, the Company will acquire all of these stock acquisition rights for ¥110 per right.
Offering structure
Major shareholders after the offering
Name GP Listed Company Investment Limited Liability Partnership / Shareholding ratio 44.92％Name Tokyo Century Corporation / Shareholding ratio 15.27％Name Shinozaki Akira (篠崎明) / Shareholding ratio 2.69％Name TKSアセットマネジメント株式会社 / Shareholding ratio 2.04％Name Fujita Kenji (藤田健治) / Shareholding ratio 1.80％Name Miyazaki Takuma (宮崎琢磨) / Shareholding ratio 1.47％Name 株式会社ネットワールド / Shareholding ratio 1.29％Name Shibutami Katsutoshi (渋田見勝俊) / Shareholding ratio 0.73％Name TKSパートナーズ株式会社 / Shareholding ratio 0.65％Name Hanawa Shoichi (花輪正一) / Shareholding ratio 0.62％
Intended allottee's holding policy
The allottee generally intends not to hold the common shares acquired through the exercise of these stock acquisition rights for an extended period and, taking into account the impact on the stock market, generally intends to sell them in the market.
Payment date
15 June 2026
Basis for determining the amount to be paid
The initial exercise price of ¥371 is equivalent to the average closing share price for the one-month period ending on 28 May 2026. The exercise price will be adjusted to 90% of the closing share price on the trading day immediately preceding each exercise request, subject to a floor of ¥164. The issue price of ¥110 per stock acquisition right is equal to the valuation determined by an independent valuation institution.
Procedures under the Corporate Code of Conduct
As this constitutes a large-scale third-party allotment with a dilution rate of 25% or more, the Company obtained an opinion regarding its necessity and appropriateness from a third-party committee comprising 3 independent outside experts.
Most recent equity financing
Timing 14 April 2025 / Type 6th stock acquisition rights issued through a third-party allotment / Amount Planned funds raised: ¥601,350,400 (estimated net proceeds: ¥597,465,400), Timing 14 April 2025 / Type Third-party allotment of First Series Unsecured Convertible Bonds with Stock Acquisition Rights / Amount Funds raised: ¥300,000,000 (estimated net proceeds: ¥296,115,000)
Impact on Business Performance
The Company believes that this third-party allotment will contribute to improving its corporate value and shareholder value.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 7th stock acquisition rights through a third-party allotment with exercise price adjustment provisions |
| Number of shares to be issued or disposed of | Potential shares: 2,005,100 common shares (20,051 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | ¥110 per stock acquisition right |
| Total issue value | ¥2,205,610 |
| Amount of funds to be raised | Total amount payable: ¥746,097,710; estimated net proceeds: ¥738,497,710 |
| Estimated issuance expenses | Estimated issuance expenses: ¥7,600,000 |
| Specific use of funds | Details Working capital for the stable operation of existing businesses / Amount ¥552 million / Scheduled timing of expenditures June 2026 to June 2030 (by fiscal year: ¥120 million for the fiscal year ending March 2027, ¥142 million for the fiscal year ending March 2028, ¥129 million for the fiscal year ending March 2029, ¥133 million for the fiscal year ending March 2030, and ¥28 million for the fiscal year ending March 2031), Details Repayment of existing borrowings / Amount ¥186 million (¥135,796,000 to financial institutions and ¥50,000,000 to Fujita Kenji (藤田健治)) / Scheduled timing of expenditures June 2026 to September 2028 |
| Payment date | 15 June 2026 |
| Intended allottee | GP上場企業出資投資事業有限責任組合 (20,051 stock acquisition rights) |
| Intended allottee's holding policy | The allottee generally intends not to hold the common shares acquired through the exercise of these stock acquisition rights for an extended period and, taking into account the impact on the stock market, generally intends to sell them in the market. |
| Dilution Rate | 68.86% (69.00% relative to the total number of voting rights) |
| Total number of issued shares | 2,911,799 shares → 4,916,899 shares (if all stock acquisition rights are exercised)（68.86％） |
| Basis for determining the amount to be paid | The initial exercise price of ¥371 is equivalent to the average closing share price for the one-month period ending on 28 May 2026. The exercise price will be adjusted to 90% of the closing share price on the trading day immediately preceding each exercise request, subject to a floor of ¥164. The issue price of ¥110 per stock acquisition right is equal to the valuation determined by an independent valuation institution. |
| Exercise price | Initially ¥371. From 16 June 2026 onward, 90% of the closing share price on the immediately preceding trading day. Subject to adjustment provisions, with a floor of ¥164. |
| Exercise period | 16 June 2026 to 15 June 2030 |
| Number of Stock Acquisition Rights | Total issued: 20,051 rights; remaining unexercised: 20,051 rights (as of the date of the issuance resolution) |
| Reason for acquisition without consideration | If the Company becomes the surviving company in a merger in which it is the disappearing company, becomes a wholly owned subsidiary, or is delisted, the Company will acquire all of these stock acquisition rights for ¥110 per right. |
| Procedures under the Corporate Code of Conduct | As this constitutes a large-scale third-party allotment with a dilution rate of 25% or more, the Company obtained an opinion regarding its necessity and appropriateness from a third-party committee comprising 3 independent outside experts. |
| Most recent equity financing | Timing 14 April 2025 / Type 6th stock acquisition rights issued through a third-party allotment / Amount Planned funds raised: ¥601,350,400 (estimated net proceeds: ¥597,465,400), Timing 14 April 2025 / Type Third-party allotment of First Series Unsecured Convertible Bonds with Stock Acquisition Rights / Amount Funds raised: ¥300,000,000 (estimated net proceeds: ¥296,115,000) |
| Major shareholders after the offering | Name GP Listed Company Investment Limited Liability Partnership / Shareholding ratio 44.92％, Name Tokyo Century Corporation / Shareholding ratio 15.27％, Name Shinozaki Akira (篠崎明) / Shareholding ratio 2.69％, Name TKSアセットマネジメント株式会社 / Shareholding ratio 2.04％, Name Fujita Kenji (藤田健治) / Shareholding ratio 1.80％, Name Miyazaki Takuma (宮崎琢磨) / Shareholding ratio 1.47％, Name 株式会社ネットワールド / Shareholding ratio 1.29％, Name Shibutami Katsutoshi (渋田見勝俊) / Shareholding ratio 0.73％, Name TKSパートナーズ株式会社 / Shareholding ratio 0.65％, Name Hanawa Shoichi (花輪正一) / Shareholding ratio 0.62％ |
| Impact on Business Performance | The Company believes that this third-party allotment will contribute to improving its corporate value and shareholder value. |
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 strengthen capital and improve the financial base in order to eliminate the excess liabilities position, while continuing the stable operation of existing businesses and product development. The funds raised will be allocated to working capital of ¥552 million and repayment of existing borrowings of ¥186 million.
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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.