Worth reading
81Important
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
16.71
Dilution rate (based on total shares issued, %)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of Series 1 and Series 2 stock acquisition rights (fixed exercise price type) through a third-party allotment using treasury shares
Who receives how much
650,000 underlying shares for the Series 1 stock acquisition rights and 650,000 underlying shares for the Series 2 stock acquisition rights, for a total of 1,300,000 shares. Treasury shares are expected to be used for the shares to be delivered.
Long Corridor Alpha Opportunities Master Fund4,810 Series 1 rights and 4,810 Series 2 rights (equivalent to a total of 962,000 shares)
MAP246 Segregated Portfolio520 Series 1 rights and 520 Series 2 rights (equivalent to a total of 104,000 shares)
BEMAP Master Fund Ltd.1,170 Series 1 rights and 1,170 Series 2 rights (equivalent to a total of 234,000 shares)
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
¥486 per Series 1 stock acquisition right and ¥263 per Series 2 stock acquisition right
Total issue value
¥4,868,500 (¥3,159,000 for Series 1 and ¥1,709,500 for Series 2)
Amount of funds to be raised
Total subscription proceeds of ¥2,929,868,500, with estimated net proceeds of ¥2,839,098,500
Estimated issuance expenses
¥90,770,000
Specific use of funds
Series 1 stock acquisition rights: growth investment funds for M&A or strategic alliancesAmount ¥1,261 million / Scheduled timing of expenditures June 2026 to June 2029
Series 2 stock acquisition rights: growth investment funds for M&A or strategic alliancesAmount ¥1,578 million / Scheduled timing of expenditures June 2026 to June 2029
発行済株式総数
16.71% (based on total shares issued); 23.32% (based on the total number of voting rights attached to common shares, excluding treasury shares and fractional shares constituting less than one unit)
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
¥2,000 for Series 1 and ¥2,500 for Series 2. The disclosure states that the exercise prices will not be adjusted during the exercise period. However, the issuance terms contain certain adjustment provisions.
Exercise period
9 June 2026 to 8 June 2029 (if the final day is not a business day, the preceding business day)
Number of Stock Acquisition Rights
Total of 13,000 rights (6,500 Series 1 rights and 6,500 Series 2 rights). Number of unexercised rights: Not disclosed
Reason for acquisition without consideration
If the Board of Directors resolves to acquire the rights, the Company may acquire all or part of the remaining stock acquisition rights for an amount equivalent to their issue price by giving notice or making a public announcement no later than 2 weeks before the acquisition date.
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
Under the stock acquisition rights subscription agreement, the rights may not be transferred to a third party without the Company’s prior written approval. Period: Not disclosed
Conditions for lifting transfer restrictions
The Company’s prior written approval
Offering structure
Major shareholders after the offering
Because the proposed allottees are not expected to hold the shares long term, no post-offering information is provided.
Intended allottee's holding policy
There is no agreement regarding continued holding or deposit. The investment is for pure investment purposes and is intended to be held short term. The shares acquired through exercise will be sold in the market from time to time, taking market conditions and other factors into consideration.
Payment date
8 June 2026
Basis for determining the amount to be paid
Based on the closing price of ¥1,352 per share on 21 May 2026, the exercise price is ¥2,000 for Series 1 (approximately 148%) and ¥2,500 for Series 2 (approximately 185%). The issue prices of the stock acquisition rights were calculated by an independent third-party valuation institution using the Monte Carlo method.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ approval are not required.
Impact on Business Performance
The transaction will have no impact on the Company’s results for the current fiscal year at this time.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Series 1 and Series 2 stock acquisition rights (fixed exercise price type) through a third-party allotment using treasury shares |
| Number of shares to be issued or disposed of | 650,000 underlying shares for the Series 1 stock acquisition rights and 650,000 underlying shares for the Series 2 stock acquisition rights, for a total of 1,300,000 shares. Treasury shares are expected to be used for the shares to be delivered. |
| Issue price and disposal price | ¥486 per Series 1 stock acquisition right and ¥263 per Series 2 stock acquisition right |
| Total issue value | ¥4,868,500 (¥3,159,000 for Series 1 and ¥1,709,500 for Series 2) |
| Amount of funds to be raised | Total subscription proceeds of ¥2,929,868,500, with estimated net proceeds of ¥2,839,098,500 |
| Estimated issuance expenses | ¥90,770,000 |
| Specific use of funds | Details Series 1 stock acquisition rights: growth investment funds for M&A or strategic alliances / Amount ¥1,261 million / Scheduled timing of expenditures June 2026 to June 2029, Details Series 2 stock acquisition rights: growth investment funds for M&A or strategic alliances / Amount ¥1,578 million / Scheduled timing of expenditures June 2026 to June 2029 |
| Payment date | 8 June 2026 |
| Intended allottee | Name Long Corridor Alpha Opportunities Master Fund / Number of Shares 4,810 Series 1 rights and 4,810 Series 2 rights (equivalent to a total of 962,000 shares), Name MAP246 Segregated Portfolio / Number of Shares 520 Series 1 rights and 520 Series 2 rights (equivalent to a total of 104,000 shares), Name BEMAP Master Fund Ltd. / Number of Shares 1,170 Series 1 rights and 1,170 Series 2 rights (equivalent to a total of 234,000 shares) |
| Intended allottee's holding policy | There is no agreement regarding continued holding or deposit. The investment is for pure investment purposes and is intended to be held short term. The shares acquired through exercise will be sold in the market from time to time, taking market conditions and other factors into consideration. |
| Dilution Rate | 16.71% (based on total shares issued); 23.32% (based on the total number of voting rights attached to common shares, excluding treasury shares and fractional shares constituting less than one unit) |
| Total number of issued shares | 7,778,000 shares → 7,778,000 shares (no new shares will be issued; treasury shares are expected to be used)（0％） |
| Basis for determining the amount to be paid | Based on the closing price of ¥1,352 per share on 21 May 2026, the exercise price is ¥2,000 for Series 1 (approximately 148%) and ¥2,500 for Series 2 (approximately 185%). The issue prices of the stock acquisition rights were calculated by an independent third-party valuation institution using the Monte Carlo method. |
| Exercise price | ¥2,000 for Series 1 and ¥2,500 for Series 2. The disclosure states that the exercise prices will not be adjusted during the exercise period. However, the issuance terms contain certain adjustment provisions. |
| Exercise period | 9 June 2026 to 8 June 2029 (if the final day is not a business day, the preceding business day) |
| Number of Stock Acquisition Rights | Total of 13,000 rights (6,500 Series 1 rights and 6,500 Series 2 rights). Number of unexercised rights: Not disclosed |
| Transfer restriction period | Under the stock acquisition rights subscription agreement, the rights may not be transferred to a third party without the Company’s prior written approval. Period: Not disclosed |
| Conditions for lifting transfer restrictions | The Company’s prior written approval |
| Reason for acquisition without consideration | If the Board of Directors resolves to acquire the rights, the Company may acquire all or part of the remaining stock acquisition rights for an amount equivalent to their issue price by giving notice or making a public announcement no later than 2 weeks before the acquisition date. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ approval are not required. |
| Major shareholders after the offering | Because the proposed allottees are not expected to hold the shares long term, no post-offering information is provided. |
| Impact on Business Performance | The transaction will have no impact on the Company’s results for the current fiscal year at this time. |
Items this document does not state (6)
Categories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock 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.To secure growth investment funds for M&A or strategic alliances, strengthen shareholders’ equity and the financial base by using treasury shares, and improve share liquidity and capital efficiency.
How to read this page
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