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Share Issuance and Disposal5131Linkers CorporationInformation and Communications, Services and Others

Notice Regarding the Capital and Business Alliance with SBI Holdings, Inc., the Issuance of New Shares through a Third-Party Allotment, and Changes in Major Shareholders and Other Affiliated Companies

The Company resolved to issue 2,136,700 common shares through a private placement to SBI Holdings, Inc. at ¥117 per share. The proceeds will be used for the development and enhancement of functions of services including “Linkers TX,” and the Company will begin a capital and business alliance with SBI Holdings, Inc.

Worth reading
84Important
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
15.36
Dilution rate (%)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares by third-party allotment

Who receives how much2,136,700Shares

2,136,700 common shares

SBI Holdings, Inc.2,136,700 shares

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

¥117 per share
Total issue value

¥249,993,900

Amount of funds to be raised
Total amount to be raised: ¥249,993,900; estimated net proceeds: ¥239,993,900
Estimated issuance expenses
¥10,000,000
Specific use of funds
Expenses related to strengthening the development and expanding the service functions of “Linkers TX”Amount ¥170 million / Scheduled timing of expenditures September 2026 to August 2028
Expenses related to functional enhancements aimed at improving convenience for existing customers using the SaaS-based matching systemAmount ¥69 million / Scheduled timing of expenditures September 2026 to August 2028
Existing Shares and Increase
+15.36%Rate of increase
13,907,000 shares16,043,700Shares

15.36% (15.37% 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.

Offering structure
Underwriter / lead underwriter
SBI SECURITIES CO., LTD.
Major shareholders after the offering
Name Maeda Yoshihiro (前田佳宏) / Shareholding ratio 17.25%Name SAKUNANA LLC / Shareholding ratio 15.58%Name SBI Holdings, Inc. / Shareholding ratio 13.31%Name SBI AI & Blockchain Investment Limited Partnership / Shareholding ratio 7.91%Name Kafuku Hidehisa (加福秀亙) / Shareholding ratio 5.35%Name 京侑株式会社 / Shareholding ratio 3.73%Name Matsueda Tetsuo (松枝哲雄) / Shareholding ratio 1.05%Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.00%Name Nishikawa Ryuichiro (西川龍一郎) / Shareholding ratio 0.96%Name Nikkei Business Publications, Inc. / Shareholding ratio 0.92%
Intended allottee's holding policy
The subscriber intends to hold the shares issued in this private placement over the medium to long term. The Company plans to obtain a written undertaking covering, among other matters, the requirement to report the details to the Company in writing if all or part of the shares are transferred within 2 years of the payment date.
Payment date
28 September 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on 10 September 2026 was ¥117. This represents a 3.96% discount to the average closing price of ¥121.82 for the most recent 1 month, a 6.81% discount to the average of ¥125.55 for the most recent 3 months, and a 10.19% discount to the average of ¥130.27 for the most recent 6 months.
Procedures under the Corporate Code of Conduct
As the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required.
Impact on Business Performance
The capital and business alliance and this private placement will have no impact on results for the fiscal year ending July 2027.
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 of2,136,700 common shares
Issue price and disposal price¥117 per share
Total issue value¥249,993,900
Amount of funds to be raisedTotal amount to be raised: ¥249,993,900; estimated net proceeds: ¥239,993,900
Estimated issuance expenses¥10,000,000
Specific use of fundsDetails Expenses related to strengthening the development and expanding the service functions of “Linkers TX” / Amount ¥170 million / Scheduled timing of expenditures September 2026 to August 2028, Details Expenses related to functional enhancements aimed at improving convenience for existing customers using the SaaS-based matching system / Amount ¥69 million / Scheduled timing of expenditures September 2026 to August 2028
Payment date28 September 2026
Intended allotteeName SBI Holdings, Inc. / Number of Shares 2,136,700 shares
Intended allottee's holding policyThe subscriber intends to hold the shares issued in this private placement over the medium to long term. The Company plans to obtain a written undertaking covering, among other matters, the requirement to report the details to the Company in writing if all or part of the shares are transferred within 2 years of the payment date.
Dilution Rate15.36% (15.37% on a voting-rights basis)
Total number of issued shares13,907,000 shares → 16,043,700 shares(15.36%)
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange on 10 September 2026 was ¥117. This represents a 3.96% discount to the average closing price of ¥121.82 for the most recent 1 month, a 6.81% discount to the average of ¥125.55 for the most recent 3 months, and a 10.19% discount to the average of ¥130.27 for the most recent 6 months.
Underwriter / lead underwriterSBI SECURITIES CO., LTD.
Procedures under the Corporate Code of ConductAs the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required.
Major shareholders after the offeringName Maeda Yoshihiro (前田佳宏) / Shareholding ratio 17.25%, Name SAKUNANA LLC / Shareholding ratio 15.58%, Name SBI Holdings, Inc. / Shareholding ratio 13.31%, Name SBI AI & Blockchain Investment Limited Partnership / Shareholding ratio 7.91%, Name Kafuku Hidehisa (加福秀亙) / Shareholding ratio 5.35%, Name 京侑株式会社 / Shareholding ratio 3.73%, Name Matsueda Tetsuo (松枝哲雄) / Shareholding ratio 1.05%, Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.00%, Name Nishikawa Ryuichiro (西川龍一郎) / Shareholding ratio 0.96%, Name Nikkei Business Publications, Inc. / Shareholding ratio 0.92%
Impact on Business PerformanceThe capital and business alliance and this private placement will have no impact on results for the fiscal year ending July 2027.
Items this document does not state (11)
Exercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split RatioMost recent equity financing

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 purposes are to shift from a loss-making trend, strengthen the financial foundation and external creditworthiness, improve the profitability of existing services, continue investing in growth areas such as “Linkers TX,” and expand business opportunities by leveraging the SBI Group’s network and expertise.

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 Capital and Business Alliance with SBI Holdings, Inc., the Issuance of New Shares through a Third-Party Allotment, and Changes in Major Shareholders and Other Affiliated Companies | Linkers Corporation (5131) timely disclosure | Komori