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Share Issuance and Disposal4475HENNGE K.K.Information and Communications, Services and Others

Notice Concerning the Issuance of New Shares and Secondary Offering

The company resolved to issue 1.1 million new shares in a public offering and conduct a secondary offering and over-allotment at the same time. The funds raised will be used for advertising and promotion expenses and personnel recruitment costs, while the company also aims to meet the net asset requirements necessary to change its market segment to the Prime Market.

Worth reading
68In focus
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
1100000
Shares
Wording
Conditional
How definitive the wording is.

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)

発行・処分する株式数

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)

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
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
Advertising and promotion expenses related to the core HENNGE One service and efforts to strengthen the company's brandingAmount ¥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
Recruitment expensesAmount ¥317 million / Scheduled timing of expenditures By the fiscal year ending September 2027
Working capital if any funds raised remain unallocated
Existing Shares and Increase
+4.50%Rate of increase
32,500,600 shares33,972,600Shares

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.

Conditions on transfer restrictions

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.

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.
Offering structure
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
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.
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
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%.
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.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance 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 ofNew 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 priceTo 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 raisedTotal 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 fundsDetails 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 datePublic 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 allotteeName 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 policyMizuho 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 RateThe 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 shares32,500,600 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 paidThe 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 periodA 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 restrictionsIf 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 underwriterMizuho Securities Co., Ltd. (underwriter for the public offering and lead manager for the offering)
OverallotmentNumber of shares offered 372,000 shares (maximum) / Maximum number of shares in a third-party allotment 372,000 shares
Most recent equity financingPayment 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 PerformanceThe 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)
Total issue valueEstimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationStock Split RatioProcedures under the Corporate Code of ConductMajor 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.

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.

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Notice Concerning the Issuance of New Shares and Secondary Offering | HENNGE K.K. (4475) timely disclosure | Komori