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
147236202000
Yen (maximum aggregate estimated net proceeds)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, Secondary offering (secondary offering through over-allotment)
発行・処分する株式数
Issuance of new shares through a public offering 47,826,100 shares (12,076,100 shares in the domestic offering and 35,750,000 shares in the international offering) / Issuance of new shares through a third-party allotment 7,173,900 shares (maximum) / Secondary offering 7,173,900 shares (maximum)
Intended allottee
Public offering Domestic and international institutional and retail investors / Third-party allotment Name SMBC Nikko Securities Inc. / Number of Shares 7,173,900 shares (maximum)
The issue price will be determined on the issue price determination date, with a price range set at 0.90 to 1.00 times the closing price on the Tokyo Stock Exchange on that date.
Amount of funds to be raised
Maximum aggregate estimated net proceeds of ¥147,236,202,000 (total amount of payment: Not disclosed)
Specific use of funds
Funds for repayment of short-term borrowingsAmount ¥117,000 million / Scheduled timing of expenditures By December 2026
Funds reserved for M&A to execute strategic M&A aimed at expanding the business, primarily in the construction contracting, infrastructure operations, and stadium and arena business areasAmount The balance remaining after deducting ¥117,000 million from the maximum aggregate estimated net proceeds of ¥147,236,202,000 / Scheduled timing of expenditures By the end of March 2028
Existing Shares and Increase
+2.22%Rate of increase
294,845,024 shares349,845,024Shares
The third-party allotment represents approximately 2.22% of the number of common shares following the public offering. The increase from the public offering represents approximately 17.40% of the current 274,845,024 common shares. If the public offering and third-party allotment are completed in full, the total increase will be approximately 20.01%.
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
The lock-up period will begin on the issue price determination date and end on the 180th day after the delivery date of the domestic and international offerings.
Conditions for lifting transfer restrictions
The restrictions may be lifted or shortened with the prior written consent of the joint global coordinators.
Offering structure
Underwriter / lead underwriter
SMBC Nikko Securities Inc.Daiwa Securities Co., Ltd.Mizuho Securities Co., Ltd.Nomura Securities Co., Ltd.SMBC Bank International plcDaiwa Capital Markets Europe LimitedMizuho International plcNomura International plcJ.P. Morgan Securities plc
Overallotment
7,173,900 shares offered in the secondary offering (maximum); 7,173,900 shares under the third-party allotment (maximum)
Intended allottee's holding policy
The shares issued through the third-party allotment are expected to be subscribed for the purpose of returning borrowed shares associated with the over-allotment. Hikarigaoka Kousan Co., Ltd. and the company have entered into lock-up agreements restricting certain sales and issuances from the issue price determination date through the 180th day after the delivery date.
Payment date
Public offering Any date between 27 October 2026 and 30 October 2026 (the fourth business day after the issue price determination date) / Third-party allotment Any date between 25 November 2026 and 1 December 2026
Basis for determining the amount to be paid
The tentative price range will be set at 0.90 to 1.00 times the closing price of the company's common shares on the Tokyo Stock Exchange on the issue price determination date (representing a discount of 10% to no discount).
Procedures under the Corporate Code of Conduct
The disclosure states that the offering is conditional on the notification under the Financial Instruments and Exchange Act becoming effective, but information on obtaining an opinion from an independent third party or confirming shareholders' intentions is Not disclosed
Most recent equity financing
Timing 8 April 2024 / Type Issuance of 2029 euro-yen convertible bonds with stock acquisition rights (green CBs) / Amount ¥60,000 million, Timing 1 August 2024 / Type Issuance of Series 1 class shares in the form of bonds (green class shares in the form of bonds) / Amount ¥100,000 million, Timing 28 May 2026 / Type Disposition of treasury shares in connection with an additional contribution to the stock benefit trust (BBT and J-ESOP) / Amount ¥15,265 million, Timing 10 June 2026 / Type Disposition of treasury shares in connection with the introduction of a stock benefit trust for the employee stock ownership plan (SLL) / Amount ¥13,532 million
Impact on Business Performance
This financing will have no impact on the current fiscal year's earnings forecast. The company believes that applying the funds to the stated purposes while strengthening its financial position will contribute to improved earnings over the medium to long term.
| 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, Secondary offering (secondary offering through over-allotment) |
| Number of shares to be issued or disposed of | Issuance of new shares through a public offering 47,826,100 shares (12,076,100 shares in the domestic offering and 35,750,000 shares in the international offering) / Issuance of new shares through a third-party allotment 7,173,900 shares (maximum) / Secondary offering 7,173,900 shares (maximum) |
| Issue price and disposal price | The issue price will be determined on the issue price determination date, with a price range set at 0.90 to 1.00 times the closing price on the Tokyo Stock Exchange on that date. |
| Amount of funds to be raised | Maximum aggregate estimated net proceeds of ¥147,236,202,000 (total amount of payment: Not disclosed) |
| Specific use of funds | Details Funds for repayment of short-term borrowings / Amount ¥117,000 million / Scheduled timing of expenditures By December 2026, Details Funds reserved for M&A to execute strategic M&A aimed at expanding the business, primarily in the construction contracting, infrastructure operations, and stadium and arena business areas / Amount The balance remaining after deducting ¥117,000 million from the maximum aggregate estimated net proceeds of ¥147,236,202,000 / Scheduled timing of expenditures By the end of March 2028 |
| Payment date | Public offering Any date between 27 October 2026 and 30 October 2026 (the fourth business day after the issue price determination date) / Third-party allotment Any date between 25 November 2026 and 1 December 2026 |
| Intended allottee | Public offering Domestic and international institutional and retail investors / Third-party allotment Name SMBC Nikko Securities Inc. / Number of Shares 7,173,900 shares (maximum) |
| Intended allottee's holding policy | The shares issued through the third-party allotment are expected to be subscribed for the purpose of returning borrowed shares associated with the over-allotment. Hikarigaoka Kousan Co., Ltd. and the company have entered into lock-up agreements restricting certain sales and issuances from the issue price determination date through the 180th day after the delivery date. |
| Dilution Rate | The third-party allotment represents approximately 2.22% of the number of common shares following the public offering. The increase from the public offering represents approximately 17.40% of the current 274,845,024 common shares. If the public offering and third-party allotment are completed in full, the total increase will be approximately 20.01%. |
| Total number of issued shares | 274,845,024 common shares and 20,000,000 class shares in the form of bonds, for a total of 294,845,024 shares → Following the public offering: 322,671,124 common shares, for a total of 342,671,124 shares. Following the third-party allotment: 329,845,024 common shares, for a total of 349,845,024 shares（Approximately 20.01% for common shares and approximately 18.65% in total） |
| Basis for determining the amount to be paid | The tentative price range will be set at 0.90 to 1.00 times the closing price of the company's common shares on the Tokyo Stock Exchange on the issue price determination date (representing a discount of 10% to no discount). |
| Transfer restriction period | The lock-up period will begin on the issue price determination date and end on the 180th day after the delivery date of the domestic and international offerings. |
| Conditions for lifting transfer restrictions | The restrictions may be lifted or shortened with the prior written consent of the joint global coordinators. |
| Underwriter / lead underwriter | SMBC Nikko Securities Inc., Daiwa Securities Co., Ltd., Mizuho Securities Co., Ltd., Nomura Securities Co., Ltd., SMBC Bank International plc, Daiwa Capital Markets Europe Limited, Mizuho International plc, Nomura International plc, J.P. Morgan Securities plc |
| Overallotment | 7,173,900 shares offered in the secondary offering (maximum); 7,173,900 shares under the third-party allotment (maximum) |
| Procedures under the Corporate Code of Conduct | The disclosure states that the offering is conditional on the notification under the Financial Instruments and Exchange Act becoming effective, but information on obtaining an opinion from an independent third party or confirming shareholders' intentions is Not disclosed |
| Most recent equity financing | Timing 8 April 2024 / Type Issuance of 2029 euro-yen convertible bonds with stock acquisition rights (green CBs) / Amount ¥60,000 million, Timing 1 August 2024 / Type Issuance of Series 1 class shares in the form of bonds (green class shares in the form of bonds) / Amount ¥100,000 million, Timing 28 May 2026 / Type Disposition of treasury shares in connection with an additional contribution to the stock benefit trust (BBT and J-ESOP) / Amount ¥15,265 million, Timing 10 June 2026 / Type Disposition of treasury shares in connection with the introduction of a stock benefit trust for the employee stock ownership plan (SLL) / Amount ¥13,532 million |
| Impact on Business Performance | This financing will have no impact on the current fiscal year's earnings forecast. The company believes that applying the funds to the stated purposes while strengthening its financial position will contribute to improved earnings over the medium to long term. |
Items this document does not state (10)
Total issue valueEstimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationStock Split RatioMajor 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.To strengthen the financial resources needed to reinforce the core contract-based business and invest in businesses outside the contract-based model, establish a stable financial base, repay short-term borrowings incurred in connection with the acquisitions, and fund future strategic M&A.
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.
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