Komori
Share Issuance and Disposal4839WOWOW INC.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares by Way of Third-Party Allotment

The company will issue 815,800 common shares through a third-party allotment, with NTT DOCOMO, INC. as the intended allottee. The funds raised will be used for growth investments in content acquisition and member acquisition for “Lemino,” which is operated by the joint venture company.

Worth reading
78Important
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
815800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares by third-party allotment

Who receives how much815,800Shares

815,800 common shares

NTT DOCOMO, INC.815,800 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,031 per share
Total issue value

¥841,089,800

Amount of funds to be raised
Total payment amount: ¥841,089,800; estimated net proceeds: ¥832,089,800
Estimated issuance expenses
Approximately ¥9,000,000
Specific use of funds
Funds for growth investments in the entertainment video content distribution business “Lemino” operated by the new company. Specifically, the funds will be used for content acquisition costs aimed at strengthening the competitiveness of the entertainment video content distribution business “Lemino,” enhancing service value and expanding its earnings base, as well as marketing expenses incurred by the company to acquire members.Amount ¥832 million / Scheduled timing of expenditures October 2026 to March 2027
Existing Shares and Increase
+2.83%Rate of increase
28,844,400 shares29,660,200Shares

2.83% of issued shares and 2.88% 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.

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
During the term of the joint business agreement and for 3 months after its termination
Conditions for lifting transfer restrictions
The company’s prior written consent
Offering structure
Major shareholders after the offering
Name FUJI MEDIA HOLDINGS,INC. / Shareholding ratio 20.32%Name TBS HOLDINGS,INC. / Shareholding ratio 15.58%Name Nippon Television Network Corporation / Shareholding ratio 8.97%Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 4.44%Name MSIP CLIENT SECURITIES (Standing Proxy: Morgan Stanley MUFG Securities Co., Ltd.) / Shareholding ratio 3.46%Name The Master Trust Bank of Japan, Ltd. (Retirement Benefit Trust Account, Dentsu Account) / Shareholding ratio 3.12%Name NTT DOCOMO, INC. / Shareholding ratio 2.80%Name The Asahi Shimbun Company / Shareholding ratio 1.90%Name TV Asahi Holdings Corporation / Shareholding ratio 1.19%Name TV TOKYO Holdings Corporation / Shareholding ratio 1.19%Name Nikkei Inc. / Shareholding ratio 1.19%Name 株式会社読売新聞東京本社 / Shareholding ratio 1.19%
Intended allottee's holding policy
As part of this capital and business alliance, the allottee intends to hold the shares continuously during the term of the joint business agreement. During the term of the joint business agreement and for 3 months after its termination, the allottee will not transfer, provide the shares as collateral or otherwise dispose of them without the company’s prior written consent.
Payment date
1 October 2026
Basis for determining the amount to be paid
The closing price on 12 June 2026 on the Tokyo Stock Exchange Prime Market was ¥1,031. This represents a 0.96% discount to the average closing price of ¥1,041 for the 1-month period immediately preceding the issuance (13 May to 12 June 2026), a 12.33% discount to the average closing price of ¥1,176 for the immediately preceding 3-month period (13 March to 12 June 2026), and a 19.39% discount to the average closing price of ¥1,279 for the immediately preceding 6-month period (15 December 2025 to 12 June 2026).
Procedures under the Corporate Code of Conduct
As the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders’ intentions.
Most recent equity financing
Timing 7 August 2023 / Type Disposal of Treasury Shares as Restricted Stock Compensation / Amount ¥92,216,692, Timing 19 July 2024 / Type Disposal of Treasury Shares as Restricted Stock Compensation / Amount ¥88,765,567, Timing 18 July 2025 / Type Disposal of Treasury Shares as Restricted Stock Compensation / Amount ¥75,195,147
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 will be minor.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares by third-party allotment
Number of shares to be issued or disposed of815,800 common shares
Issue price and disposal price¥1,031 per share
Total issue value¥841,089,800
Amount of funds to be raisedTotal payment amount: ¥841,089,800; estimated net proceeds: ¥832,089,800
Estimated issuance expensesApproximately ¥9,000,000
Specific use of fundsDetails Funds for growth investments in the entertainment video content distribution business “Lemino” operated by the new company. Specifically, the funds will be used for content acquisition costs aimed at strengthening the competitiveness of the entertainment video content distribution business “Lemino,” enhancing service value and expanding its earnings base, as well as marketing expenses incurred by the company to acquire members. / Amount ¥832 million / Scheduled timing of expenditures October 2026 to March 2027
Payment date1 October 2026
Intended allotteeName NTT DOCOMO, INC. / Number of Shares 815,800 shares
Intended allottee's holding policyAs part of this capital and business alliance, the allottee intends to hold the shares continuously during the term of the joint business agreement. During the term of the joint business agreement and for 3 months after its termination, the allottee will not transfer, provide the shares as collateral or otherwise dispose of them without the company’s prior written consent.
Dilution Rate2.83% of issued shares and 2.88% of voting rights
Total number of issued shares28,844,400 shares → 29,660,200 shares(2.83%)
Basis for determining the amount to be paidThe closing price on 12 June 2026 on the Tokyo Stock Exchange Prime Market was ¥1,031. This represents a 0.96% discount to the average closing price of ¥1,041 for the 1-month period immediately preceding the issuance (13 May to 12 June 2026), a 12.33% discount to the average closing price of ¥1,176 for the immediately preceding 3-month period (13 March to 12 June 2026), and a 19.39% discount to the average closing price of ¥1,279 for the immediately preceding 6-month period (15 December 2025 to 12 June 2026).
Transfer restriction periodDuring the term of the joint business agreement and for 3 months after its termination
Conditions for lifting transfer restrictionsThe company’s prior written consent
Procedures under the Corporate Code of ConductAs the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders’ intentions.
Most recent equity financingTiming 7 August 2023 / Type Disposal of Treasury Shares as Restricted Stock Compensation / Amount ¥92,216,692, Timing 19 July 2024 / Type Disposal of Treasury Shares as Restricted Stock Compensation / Amount ¥88,765,567, Timing 18 July 2025 / Type Disposal of Treasury Shares as Restricted Stock Compensation / Amount ¥75,195,147
Major shareholders after the offeringName FUJI MEDIA HOLDINGS,INC. / Shareholding ratio 20.32%, Name TBS HOLDINGS,INC. / Shareholding ratio 15.58%, Name Nippon Television Network Corporation / Shareholding ratio 8.97%, Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 4.44%, Name MSIP CLIENT SECURITIES (Standing Proxy: Morgan Stanley MUFG Securities Co., Ltd.) / Shareholding ratio 3.46%, Name The Master Trust Bank of Japan, Ltd. (Retirement Benefit Trust Account, Dentsu Account) / Shareholding ratio 3.12%, Name NTT DOCOMO, INC. / Shareholding ratio 2.80%, Name The Asahi Shimbun Company / Shareholding ratio 1.90%, Name TV Asahi Holdings Corporation / Shareholding ratio 1.19%, Name TV TOKYO Holdings Corporation / Shareholding ratio 1.19%, Name Nikkei Inc. / Shareholding ratio 1.19%, Name 株式会社読売新聞東京本社 / Shareholding ratio 1.19%
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending March 2027 will be minor.
Items this document does not state (9)
Exercise priceExercise periodNumber of Stock Acquisition RightsReason 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.

To combine NTT DOCOMO’s membership base and assets with the company’s content production and development capabilities, thereby expanding Lemino’s content lineup, broadening its reach among customer segments, providing entertainment experiences, expanding the business and strengthening its earnings base.

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.
Notice Regarding the Issuance of New Shares by Way of Third-Party Allotment | WOWOW INC. (4839) timely disclosure | Komori