Worth reading
87Important
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
601050000
Yen (total payment amount; estimated net proceeds of ¥578,466,325)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the Sixth Series of Stock Acquisition Rights through a third-party allotment (with the right to convert into stock acquisition rights with exercise price adjustment provisions)
発行・処分する株式数
1,500,000 potential shares (15,000 stock acquisition rights, with each stock acquisition right representing 100 shares)
Intended allottee
Name Long Corridor Alpha Opportunities Master Fund / Number of stock acquisition rights 11,100 stock acquisition rights, Name MAP246 Segregated Portfolio / Number of stock acquisition rights 1,200, Name BEMAP Master Fund Ltd. / Number of stock acquisition rights 2,700 stock acquisition rights
¥70 per stock acquisition right, or ¥0.70 per underlying share
Total issue value
¥1,050,000
Amount of funds to be raised
Total amount payable: ¥601,050,000; estimated net proceeds: ¥578,466,325
Estimated issuance expenses
¥22,583,675
Specific use of funds
Funds to strengthen the functions of the Company's Development Research Institute for the research and development of high-functional cosmetics for fiscal 2028Amount ¥50 million / Scheduled timing of expenditures August 2026 to March 2028
Development funds for the commercialization of high-functional cosmetics for fiscal 2028Amount ¥220 million / Scheduled timing of expenditures August 2026 to March 2030
Manufacturing funds for high-functional cosmetics for fiscal 2028Amount ¥308 million / Scheduled timing of expenditures August 2026 to March 2030
Existing Shares and Increase
+23.39%Rate of increase
6,414,000 shares7,914,000Shares
23.39% (23.67% based on 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 ¥400. Convertible into stock acquisition rights with exercise price adjustment provisions by resolution of the Company's board of directors. Following adjustment, the exercise price will be 90% of the reference closing price, subject to a floor of ¥300.
Exercise period
From 24 August 2026 to 21 August 2029 (if the final day is not a business day, the preceding business day)
Number of Stock Acquisition Rights
Total issued: 15,000 stock acquisition rights; outstanding 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
The stock acquisition rights may not be transferred to a third party without the Company's prior approval from the payment date through the expiration of the exercise period and other applicable dates.
Conditions for lifting transfer restrictions
If the stock acquisition rights are transferred with the Company's prior approval, the transferee must assume the contractual position and all related rights and obligations.
Offering structure
Underwriter / lead underwriter
ストームハーバー証券株式会社 (financial adviser)
Major shareholders after the offering
Because the allotment recipients are not expected to hold the shares on a long-term basis, no post-allotment ownership information is provided.
Intended allottee's holding policy
The investment is for portfolio purposes and is intended to be short-term. The shares acquired through exercise will be sold from time to time, including through market sales. There is no agreement for continued holding or depositary custody.
Payment date
21 August 2026
Basis for determining the amount to be paid
The issue price of the stock acquisition rights was determined with reference to the valuation results produced by an independent third-party valuation institution using the Monte Carlo method. The initial exercise price of ¥400 is approximately 128% of the closing price of ¥312 on 4 August 2026. Following conversion, the exercise price will be 90% of the closing price on the last trading day of the week preceding the week containing the adjustment date, subject to a floor of ¥300.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and there will be no change in the controlling shareholder, neither an opinion from an independent third party nor a shareholder approval procedure is required. All 4 Audit and Supervisory Committee members provided their views that the issue terms do not constitute a favorable issue and are legally valid.
Most recent equity financing
Timing Announced on 6 August 2024; allotment date: 22 August 2024 / Type Fifth Series of Stock Acquisition Rights through a third-party allotment (with exercise price adjustment provisions) / Amount Expected proceeds of ¥361,059 thousand (estimated net proceeds)
Impact on Business Performance
At this time, there is no impact on the current fiscal year's results.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the Sixth Series of Stock Acquisition Rights through a third-party allotment (with the right to convert into stock acquisition rights with exercise price adjustment provisions) |
| Number of shares to be issued or disposed of | 1,500,000 potential shares (15,000 stock acquisition rights, with each stock acquisition right representing 100 shares) |
| Issue price and disposal price | ¥70 per stock acquisition right, or ¥0.70 per underlying share |
| Total issue value | ¥1,050,000 |
| Amount of funds to be raised | Total amount payable: ¥601,050,000; estimated net proceeds: ¥578,466,325 |
| Estimated issuance expenses | ¥22,583,675 |
| Specific use of funds | Details Funds to strengthen the functions of the Company's Development Research Institute for the research and development of high-functional cosmetics for fiscal 2028 / Amount ¥50 million / Scheduled timing of expenditures August 2026 to March 2028, Details Development funds for the commercialization of high-functional cosmetics for fiscal 2028 / Amount ¥220 million / Scheduled timing of expenditures August 2026 to March 2030, Details Manufacturing funds for high-functional cosmetics for fiscal 2028 / Amount ¥308 million / Scheduled timing of expenditures August 2026 to March 2030 |
| Payment date | 21 August 2026 |
| Intended allottee | Name Long Corridor Alpha Opportunities Master Fund / Number of stock acquisition rights 11,100 stock acquisition rights, Name MAP246 Segregated Portfolio / Number of stock acquisition rights 1,200, Name BEMAP Master Fund Ltd. / Number of stock acquisition rights 2,700 stock acquisition rights |
| Intended allottee's holding policy | The investment is for portfolio purposes and is intended to be short-term. The shares acquired through exercise will be sold from time to time, including through market sales. There is no agreement for continued holding or depositary custody. |
| Dilution Rate | 23.39% (23.67% based on voting rights) |
| Total number of issued shares | 6,414,000 shares → 7,914,000 shares (if all of these stock acquisition rights are exercised)（23.39％） |
| Basis for determining the amount to be paid | The issue price of the stock acquisition rights was determined with reference to the valuation results produced by an independent third-party valuation institution using the Monte Carlo method. The initial exercise price of ¥400 is approximately 128% of the closing price of ¥312 on 4 August 2026. Following conversion, the exercise price will be 90% of the closing price on the last trading day of the week preceding the week containing the adjustment date, subject to a floor of ¥300. |
| Exercise price | Initially ¥400. Convertible into stock acquisition rights with exercise price adjustment provisions by resolution of the Company's board of directors. Following adjustment, the exercise price will be 90% of the reference closing price, subject to a floor of ¥300. |
| Exercise period | From 24 August 2026 to 21 August 2029 (if the final day is not a business day, the preceding business day) |
| Number of Stock Acquisition Rights | Total issued: 15,000 stock acquisition rights; outstanding unexercised rights: Not disclosed |
| Transfer restriction period | The stock acquisition rights may not be transferred to a third party without the Company's prior approval from the payment date through the expiration of the exercise period and other applicable dates. |
| Conditions for lifting transfer restrictions | If the stock acquisition rights are transferred with the Company's prior approval, the transferee must assume the contractual position and all related rights and obligations. |
| Underwriter / lead underwriter | ストームハーバー証券株式会社 (financial adviser) |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and there will be no change in the controlling shareholder, neither an opinion from an independent third party nor a shareholder approval procedure is required. All 4 Audit and Supervisory Committee members provided their views that the issue terms do not constitute a favorable issue and are legally valid. |
| Most recent equity financing | Timing Announced on 6 August 2024; allotment date: 22 August 2024 / Type Fifth Series of Stock Acquisition Rights through a third-party allotment (with exercise price adjustment provisions) / Amount Expected proceeds of ¥361,059 thousand (estimated net proceeds) |
| Major shareholders after the offering | Because the allotment recipients are not expected to hold the shares on a long-term basis, no post-allotment ownership information is provided. |
| Impact on Business Performance | At this time, there is no impact on the current fiscal year's results. |
Items this document does not state (5)
Reason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock 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 secure the funds required for the research and development, commercialization and manufacturing of high-functional cosmetics for fiscal 2028, and to expand the business, strengthen earnings capacity and the financial base, and improve share liquidity.
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