Details of issuance or disposal
Issuance of new shares through a public offering (domestic offering), Issuance of new shares through a third-party allotment, Offering of the company's shares (offering through an underwriting purchase), Offering of the Company's shares (over-allotment offering)
New shares Public Offering 1,100,000 shares / Third-party allotment 372,000 shares (maximum; assuming all shares are issued) / Treasury shares Not disclosed / Secondary offering 1,380,000 shares / Overallotment 372,000 shares (maximum)
Total payment amount Not disclosed / Estimated net proceeds ¥2,363,020,800 (maximum estimated aggregate net proceeds from the public offering and third-party allotment)
The total number of shares outstanding will increase from 32,500,600 shares to 33,972,600 shares after the public offering and third-party allotment (assuming all shares are issued).
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.
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares through a public offering (domestic offering), Issuance of new shares through a third-party allotment, Offering of the company's shares (offering through an underwriting purchase), Offering of the Company's shares (over-allotment offering) |
| Number of shares to be issued or disposed of | New shares Public Offering 1,100,000 shares / Third-party allotment 372,000 shares (maximum; assuming all shares are issued) / Treasury shares Not disclosed / Secondary offering 1,380,000 shares / Overallotment 372,000 shares (maximum) |
| Issue price and disposal price | To be determined. The indicative price range will be set at 0.90 to 1.00 times the closing price on the Tokyo Stock Exchange on the date the issue price and other terms are determined, and the final price will be determined after taking demand into account. |
| Amount of funds to be raised | Total payment amount Not disclosed / Estimated net proceeds ¥2,363,020,800 (maximum estimated aggregate net proceeds from the public offering and third-party allotment) |
| Specific use of funds | Details Advertising and promotion expenses related to the core HENNGE One service and efforts to strengthen the company's branding / Amount ¥1,035 million by the fiscal year ending September 2027, and ¥1,011 million by the fiscal year ending September 2028 / Scheduled timing of expenditures By the fiscal year ending September 2027; by the fiscal year ending September 2028, Details Recruitment expenses / Amount ¥317 million / Scheduled timing of expenditures By the fiscal year ending September 2027, Details Working capital if any funds raised remain unallocated / Amount Not disclosed / Scheduled timing of expenditures Not disclosed |
| Payment date | Public Offering Any day between 19 October 2026 and 21 October 2026 (the fourth business day after the date the issue price and other terms are determined) / Third-party allotment 11 November 2026 |
| Intended allottee | Name Mizuho Securities Co., Ltd. / Category Third-party allotment / Number of Shares 372,000 shares (maximum), Name Mizuho Securities Co., Ltd. and the underwriting syndicate / Category Underwriters for the public offering and offering / Number of Shares Not disclosed |
| Intended allottee's holding policy | Mizuho Securities Co., Ltd. plans to subscribe to the third-party allotment for the number of shares equal to the shares offered through the over-allotment less the shares acquired through stabilization transactions and syndicate cover transactions. No holding policy has been specified. |
| Dilution Rate | The total number of shares outstanding will increase from 32,500,600 shares to 33,972,600 shares after the public offering and third-party allotment (assuming all shares are issued). |
| Total number of issued shares | 32,500,600 shares → 33,972,600 shares (assuming all shares are issued through the public offering and third-party allotment)(Approximately 4.5%) |
| Basis for determining the amount to be paid | The indicative price range will be set at 0.90 to 1.00 times the closing price of the company's common stock in regular trading on the Tokyo Stock Exchange on the date the issue price and other terms are determined. The maximum discount is 10%. |
| Transfer restriction period | A lock-up period for the selling shareholders and other parties and the company, beginning on the date the issue price and other terms are determined and ending on the 180th day from the delivery date of the public offering and the offering through an underwriting purchase |
| Conditions for lifting transfer restrictions | If Mizuho Securities Co., Ltd. gives its prior written consent. Mizuho Securities Co., Ltd. may, at its discretion, release part or all of the agreed restrictions during the lock-up period. |
| Underwriter / lead underwriter | Mizuho Securities Co., Ltd. (underwriter for the public offering and lead manager for the offering) |
| Overallotment | Number of shares offered 372,000 shares (maximum) / Maximum number of shares in a third-party allotment 372,000 shares |
| Most recent equity financing | Payment date 22 January 2024 / Type Disposal of treasury shares as restricted stock compensation / Estimated net proceeds ¥20.106 million, Payment date 24 January 2025 / Type Disposal of treasury shares as restricted stock compensation / Estimated net proceeds ¥21.173 million, Payment date 26 January 2026 / Type Disposal of treasury shares as restricted stock compensation / Estimated net proceeds ¥22.408 million |
| Impact on Business Performance | The company believes that using the funds raised for their intended purposes will improve its earning power and strengthen its business base, contributing to the medium- to long-term growth of the group. |
Items this document does not state (11)
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.Addressing funding needs required for future growth, allocating funds to advertising and promotion expenses and recruitment costs, meeting the Prime Market listing requirement of net assets of at least ¥5 billion, enhancing the company's presence in the capital markets through the market-segment change, and strengthening future access to the capital markets.