Worth reading
90Important
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
42.7
% (maximum dilution rate relative to the total number of issued shares)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of the 9th Stock Acquisition Rights through a third-party allotment
発行・処分する株式数
31,000,000 shares of common stock (310,000 stock acquisition rights; 100 shares per stock acquisition right)
Intended allottee
Name GP上場企業出資D投資事業有限責任組合 / Number of stock acquisition rights 300,000 stock acquisition rights, Name 株式会社WestWoodCapital / Number of stock acquisition rights 10,000 rights
¥9 per stock acquisition right
Total issue value
¥2,790,000
Amount of funds to be raised
Total amount paid in: ¥1,242,790,000; estimated net proceeds: ¥1,219,275,000
Estimated issuance expenses
Estimated issuance expenses: ¥23,515,000
Specific use of funds
Investment funds for M&A or capital and business alliancesAmount ¥1,219 million / Scheduled timing of expenditures 11 July 2026 to 10 July 2031
Existing Shares and Increase
+42.70%Rate of increase
72,602,015 shares103,602,015Shares
42.70% (42.71% on a voting rights basis)
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
The initial exercise price is ¥40. From 10 January 2027 onward, if resolved by the company's board of directors, the exercise price will be revised to 100% of the closing price on the trading day immediately preceding the resolution date. The floor is ¥20, with no cap.
Exercise period
11 July 2026 to 10 July 2031
Number of Stock Acquisition Rights
Total number issued: 310,000; number of unexercised rights: Not disclosed
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
For a short period following the allotment (the specific number of years and dates are Not disclosed)
Conditions for lifting transfer restrictions
Approval from the company's board of directors is required for any acquisition through the transfer or other disposition of the stock acquisition rights.
Offering structure
Major shareholders after the offering
Name GP上場企業出資D投資事業有限責任組合 / Shareholding ratio 44.16％Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 5.84％Name 株式会社WestWoodCapital / Shareholding ratio 1.42％Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.39％Name 有限会社日本デザイン研究所 / Shareholding ratio 1.16％Name Sunayama Ryosuke (砂山僚介) / Shareholding ratio 1.01％Name BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS M LSCB RD / Shareholding ratio 0.87％Name Japan Securities Finance Co.,Ltd. / Shareholding ratio 0.77％Name Asano Tsutomu (浅野勉) / Shareholding ratio 0.69％Name Oshida Satoshi (大志多聖) / Shareholding ratio 0.68％
Intended allottee's holding policy
The prospective allottees intend to seek capital gains through the medium- to long-term enhancement of corporate and share value, and will exercise the rights at their discretion after taking into account funding needs, market conditions and share price trends. Shares acquired through exercise will not be sold in large volumes at once and will be sold after taking market trends and other factors into account. They do not intend to transfer the stock acquisition rights to third parties during the short period following the allotment, and any transfer requires approval from the board of directors.
Payment date
10 July 2026 (allotment date)
Basis for determining the amount to be paid
The issue price is ¥9 per right, equal to the valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation. The share price on the valuation date was ¥40. The initial exercise price is ¥40 and, when revised, will be set at 100% of the closing price on the trading day immediately preceding the relevant date. The floor exercise price is ¥20, equal to 50% of the ¥40 closing price on the business day preceding the resolution date for the issuance.
Procedures under the Corporate Code of Conduct
Because the dilution rate will be at least 25%, the company obtained an opinion on the necessity and appropriateness of the financing from a third-party committee that is to a certain extent independent of management, in lieu of seeking confirmation of shareholders' intent at a general meeting of shareholders. On 23 June 2026, the company obtained an opinion letter stating that the financing is necessary and appropriate.
Most recent equity financing
Timing 5 June 2023 / Type Issuance of new shares by third-party allotment / Amount Estimated net proceeds: ¥494,992,600, Timing 16 June 2025 / Type Issuance of sixth stock acquisition rights through a third-party allotment / Amount Estimated net proceeds: ¥662,355,000, Timing 10 September 2025 / Type Issuance of seventh and eighth stock acquisition rights through a third-party allotment / Amount Estimated net proceeds: ¥4,982,640,000
Impact on Business Performance
The impact on the current period's results is undetermined because no specific investment targets have been selected and no agreements have been executed. The company will promptly disclose any material impact once identified.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 9th Stock Acquisition Rights through a third-party allotment |
| Number of shares to be issued or disposed of | 31,000,000 shares of common stock (310,000 stock acquisition rights; 100 shares per stock acquisition right) |
| Issue price and disposal price | ¥9 per stock acquisition right |
| Total issue value | ¥2,790,000 |
| Amount of funds to be raised | Total amount paid in: ¥1,242,790,000; estimated net proceeds: ¥1,219,275,000 |
| Estimated issuance expenses | Estimated issuance expenses: ¥23,515,000 |
| Specific use of funds | Details Investment funds for M&A or capital and business alliances / Amount ¥1,219 million / Scheduled timing of expenditures 11 July 2026 to 10 July 2031 |
| Payment date | 10 July 2026 (allotment date) |
| Intended allottee | Name GP上場企業出資D投資事業有限責任組合 / Number of stock acquisition rights 300,000 stock acquisition rights, Name 株式会社WestWoodCapital / Number of stock acquisition rights 10,000 rights |
| Intended allottee's holding policy | The prospective allottees intend to seek capital gains through the medium- to long-term enhancement of corporate and share value, and will exercise the rights at their discretion after taking into account funding needs, market conditions and share price trends. Shares acquired through exercise will not be sold in large volumes at once and will be sold after taking market trends and other factors into account. They do not intend to transfer the stock acquisition rights to third parties during the short period following the allotment, and any transfer requires approval from the board of directors. |
| Dilution Rate | 42.70% (42.71% on a voting rights basis) |
| Total number of issued shares | 72,602,015 shares → 103,602,015 shares (if all stock acquisition rights are exercised)（42.70％） |
| Basis for determining the amount to be paid | The issue price is ¥9 per right, equal to the valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation. The share price on the valuation date was ¥40. The initial exercise price is ¥40 and, when revised, will be set at 100% of the closing price on the trading day immediately preceding the relevant date. The floor exercise price is ¥20, equal to 50% of the ¥40 closing price on the business day preceding the resolution date for the issuance. |
| Exercise price | The initial exercise price is ¥40. From 10 January 2027 onward, if resolved by the company's board of directors, the exercise price will be revised to 100% of the closing price on the trading day immediately preceding the resolution date. The floor is ¥20, with no cap. |
| Exercise period | 11 July 2026 to 10 July 2031 |
| Number of Stock Acquisition Rights | Total number issued: 310,000; number of unexercised rights: Not disclosed |
| Transfer restriction period | For a short period following the allotment (the specific number of years and dates are Not disclosed) |
| Conditions for lifting transfer restrictions | Approval from the company's board of directors is required for any acquisition through the transfer or other disposition of the stock acquisition rights. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate will be at least 25%, the company obtained an opinion on the necessity and appropriateness of the financing from a third-party committee that is to a certain extent independent of management, in lieu of seeking confirmation of shareholders' intent at a general meeting of shareholders. On 23 June 2026, the company obtained an opinion letter stating that the financing is necessary and appropriate. |
| Most recent equity financing | Timing 5 June 2023 / Type Issuance of new shares by third-party allotment / Amount Estimated net proceeds: ¥494,992,600, Timing 16 June 2025 / Type Issuance of sixth stock acquisition rights through a third-party allotment / Amount Estimated net proceeds: ¥662,355,000, Timing 10 September 2025 / Type Issuance of seventh and eighth stock acquisition rights through a third-party allotment / Amount Estimated net proceeds: ¥4,982,640,000 |
| Major shareholders after the offering | Name GP上場企業出資D投資事業有限責任組合 / Shareholding ratio 44.16％, Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 5.84％, Name 株式会社WestWoodCapital / Shareholding ratio 1.42％, Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.39％, Name 有限会社日本デザイン研究所 / Shareholding ratio 1.16％, Name Sunayama Ryosuke (砂山僚介) / Shareholding ratio 1.01％, Name BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS M LSCB RD / Shareholding ratio 0.87％, Name Japan Securities Finance Co.,Ltd. / Shareholding ratio 0.77％, Name Asano Tsutomu (浅野勉) / Shareholding ratio 0.69％, Name Oshida Satoshi (大志多聖) / Shareholding ratio 0.68％ |
| Impact on Business Performance | The impact on the current period's results is undetermined because no specific investment targets have been selected and no agreements have been executed. The company will promptly disclose any material impact once identified. |
Items this document does not state (6)
Reason for acquisition without considerationCategories 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 company intends to invest in M&A and capital and business alliances involving companies engaged in businesses such as IT engineer dispatch services and consulting, with the aim of expanding its business scale, diversifying its earnings base and enhancing corporate value. The company also cites the flexibility of raising funds through a third-party allotment and the management and financial support expected from the prospective allottees as reasons for the financing.
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.