Komori
Share Issuance and Disposal5532REALGATE INC.Real Estate

Notice Concerning the Issuance of New Shares Through a Public Offering and Third-Party Allotment, and a Secondary Offering of Shares

The company will issue up to 754,100 new common shares through a public offering and 2 third-party allotments, raising up to approximately ¥2.62 billion. The proceeds will be used to purchase and invest in the redevelopment of properties and to repay borrowings.

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
13.03
Maximum dilution (%)
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 to Hulic Co.,Ltd. (parallel third-party allotment), Issuance of new shares through a third-party allotment to 大和証券株式会社 (third-party allotment under this offering), Secondary offering through an over-allotment

Who receives how much

Issuance of new shares through a public offering 370,700 shares / Third-party allotment to Hulic Co.,Ltd. 327,800 shares / Third-party allotment to 大和証券株式会社 55,600 shares (maximum) / Secondary offering 55,600 shares (maximum)

Hulic Co.,Ltd.327,800 shares
Daiwa Securities Co., Ltd.55,600 shares (maximum)

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.

Undecided. To be determined on the pricing date. The indicative price range for the public offering will be 0.90 to 1.00 times the closing price, and the price for the third-party allotments will be the same as the public offering price.
Amount of funds to be raised

Total amount to be paid in: Not disclosed; maximum estimated total net proceeds: ¥2,621,776,820

Specific use of funds
A portion of the funds for property acquisitions and capital expenditures to enhance property value as part of the company's ongoing business expansion (Sendagaya 1-chome Redevelopment Project, Setagaya-ku Ikejiri Redevelopment Project, Yutenji 2-chome Redevelopment Project, Minato-ku Shiba 5-chome Redevelopment Project, and Minato-ku Minami-Aoyama Commercial Facility Construction Project)Amount ¥1,405 million / Scheduled timing of expenditures By the end of February 2027
Funds for repayment of borrowingsAmount Remaining amount / Scheduled timing of expenditures Through the end of March 2027
Existing Shares and Increase
+13.03%Rate of increase
5,789,150 shares6,543,250Shares

Maximum 13.03% (maximum 13.06% based on total voting rights). The parallel third-party allotment alone represents 5.66% (5.68% based on total 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
For Hulic Co.,Ltd., an obligation to report any transfer made during the 2-year period from the payment date. The lock-up period runs from the pricing date through the 180th day after the settlement date of the public offering.
Conditions for lifting transfer restrictions
With the prior written consent of 大和証券株式会社, sales and other transfers may be made during the lock-up period. 大和証券株式会社 may waive the lock-up agreement at its discretion.
Offering structure
Underwriter / lead underwriter
Daiwa Securities Co., Ltd.
Overallotment
55,600 shares offered in the secondary offering (maximum); maximum third-party allotment of 55,600 shares to 大和証券株式会社
Major shareholders after the offering
Name CyberAgent,Inc. / Shareholding ratio 55.99%Name Iwamoto Yutaka (岩本裕) / Shareholding ratio 5.46%Name Hulic Co.,Ltd. / Shareholding ratio 5.01%Name Washida Shinichi (鷲田真一) / Shareholding ratio 2.30%Name Yamauchi Kazushi (山内一志) / Shareholding ratio 1.60%Name サッポロ不動産開発株式会社 / Shareholding ratio 1.22%Name MSIP CLIENT SECURITIES (standing proxy: モルガン・スタンレーMUFG証券株式会社) / Shareholding ratio 0.95%Name Tabata Shintaro (田端信太郎) / Shareholding ratio 0.92%Name Katayama Yoshihiro (片山善博) / Shareholding ratio 0.89%Name MSCO CUSTOMER SECURITIES (standing proxy: Morgan Stanley MUFG Securities Co., Ltd.) / Shareholding ratio 0.53%
Intended allottee's holding policy
Hulic Co.,Ltd. intends to hold the common shares it acquires over the medium to long term. It is subject to an obligation to report any transfer made during the 2-year period from the payment date and has also agreed to a lock-up through the 180th day after the settlement date of the public offering. For 大和証券株式会社, Not disclosed.
Payment date
Public offering and parallel third-party allotment Any date between 1 June 2026 (Monday) and 4 June 2026 (Thursday), being the fifth business day after the pricing date / Third-party allotment to 大和証券株式会社 1 July 2026 (Wednesday)
Basis for determining the amount to be paid
The indicative price range will be 0.90 to 1.00 times the closing price on the Tokyo Stock Exchange on the pricing date, or the most recent closing price if there is no closing price on that date. The final price will be determined after taking demand and other factors into consideration. The price for the third-party allotments will be the same as the public offering price.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, the company determined that it was not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions. The company obtained opinions from 3 audit & supervisory board members, all of whom are outside audit & supervisory board members, that the method for determining the payment amount is lawful.
Most recent equity financing
Timing 21 June 2023 / Type Public offering / Amount ¥1,103.356 million, Timing 25 July 2023 / Type Private Placement / Amount ¥165.503 million, Timing 12 January 2024 / Type Issuance of new shares as restricted stock compensation / Amount ¥26.899 million, Timing 14 January 2025 / Type Issuance of new shares as restricted stock compensation / Amount ¥27.269 million, Timing 21 February 2025 / Type Issuance of new shares as restricted stock compensation / Amount ¥14.997 million, Timing 23 January 2026 / Type Issuance of new shares as restricted stock compensation / Amount ¥68.365 million
Impact on Business Performance
The company believes that applying the proceeds from this offering will contribute to improving profitability over the medium to long term and strengthening its financial position.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a public offering (domestic offering), Issuance of new shares through a third-party allotment to Hulic Co.,Ltd. (parallel third-party allotment), Issuance of new shares through a third-party allotment to 大和証券株式会社 (third-party allotment under this offering), Secondary offering through an over-allotment
Number of shares to be issued or disposed ofIssuance of new shares through a public offering 370,700 shares / Third-party allotment to Hulic Co.,Ltd. 327,800 shares / Third-party allotment to 大和証券株式会社 55,600 shares (maximum) / Secondary offering 55,600 shares (maximum)
Issue price and disposal priceUndecided. To be determined on the pricing date. The indicative price range for the public offering will be 0.90 to 1.00 times the closing price, and the price for the third-party allotments will be the same as the public offering price.
Amount of funds to be raisedTotal amount to be paid in: Not disclosed; maximum estimated total net proceeds: ¥2,621,776,820
Specific use of fundsDetails A portion of the funds for property acquisitions and capital expenditures to enhance property value as part of the company's ongoing business expansion (Sendagaya 1-chome Redevelopment Project, Setagaya-ku Ikejiri Redevelopment Project, Yutenji 2-chome Redevelopment Project, Minato-ku Shiba 5-chome Redevelopment Project, and Minato-ku Minami-Aoyama Commercial Facility Construction Project) / Amount ¥1,405 million / Scheduled timing of expenditures By the end of February 2027, Details Funds for repayment of borrowings / Amount Remaining amount / Scheduled timing of expenditures Through the end of March 2027
Payment datePublic offering and parallel third-party allotment Any date between 1 June 2026 (Monday) and 4 June 2026 (Thursday), being the fifth business day after the pricing date / Third-party allotment to 大和証券株式会社 1 July 2026 (Wednesday)
Intended allotteeName Hulic Co.,Ltd. / Number of Shares 327,800 shares, Name Daiwa Securities Co., Ltd. / Number of Shares 55,600 shares (maximum)
Intended allottee's holding policyHulic Co.,Ltd. intends to hold the common shares it acquires over the medium to long term. It is subject to an obligation to report any transfer made during the 2-year period from the payment date and has also agreed to a lock-up through the 180th day after the settlement date of the public offering. For 大和証券株式会社, Not disclosed.
Dilution RateMaximum 13.03% (maximum 13.06% based on total voting rights). The parallel third-party allotment alone represents 5.66% (5.68% based on total voting rights).
Total number of issued shares5,789,150 shares (as of 31 March 2026) → 6,543,250 shares (assuming subscriptions are made for all third-party allotments)(Maximum 13.03%)
Basis for determining the amount to be paidThe indicative price range will be 0.90 to 1.00 times the closing price on the Tokyo Stock Exchange on the pricing date, or the most recent closing price if there is no closing price on that date. The final price will be determined after taking demand and other factors into consideration. The price for the third-party allotments will be the same as the public offering price.
Transfer restriction periodFor Hulic Co.,Ltd., an obligation to report any transfer made during the 2-year period from the payment date. The lock-up period runs from the pricing date through the 180th day after the settlement date of the public offering.
Conditions for lifting transfer restrictionsWith the prior written consent of 大和証券株式会社, sales and other transfers may be made during the lock-up period. 大和証券株式会社 may waive the lock-up agreement at its discretion.
Underwriter / lead underwriterDaiwa Securities Co., Ltd.
Overallotment55,600 shares offered in the secondary offering (maximum); maximum third-party allotment of 55,600 shares to 大和証券株式会社
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, the company determined that it was not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions. The company obtained opinions from 3 audit & supervisory board members, all of whom are outside audit & supervisory board members, that the method for determining the payment amount is lawful.
Most recent equity financingTiming 21 June 2023 / Type Public offering / Amount ¥1,103.356 million, Timing 25 July 2023 / Type Private Placement / Amount ¥165.503 million, Timing 12 January 2024 / Type Issuance of new shares as restricted stock compensation / Amount ¥26.899 million, Timing 14 January 2025 / Type Issuance of new shares as restricted stock compensation / Amount ¥27.269 million, Timing 21 February 2025 / Type Issuance of new shares as restricted stock compensation / Amount ¥14.997 million, Timing 23 January 2026 / Type Issuance of new shares as restricted stock compensation / Amount ¥68.365 million
Major shareholders after the offeringName CyberAgent,Inc. / Shareholding ratio 55.99%, Name Iwamoto Yutaka (岩本裕) / Shareholding ratio 5.46%, Name Hulic Co.,Ltd. / Shareholding ratio 5.01%, Name Washida Shinichi (鷲田真一) / Shareholding ratio 2.30%, Name Yamauchi Kazushi (山内一志) / Shareholding ratio 1.60%, Name サッポロ不動産開発株式会社 / Shareholding ratio 1.22%, Name MSIP CLIENT SECURITIES (standing proxy: モルガン・スタンレーMUFG証券株式会社) / Shareholding ratio 0.95%, Name Tabata Shintaro (田端信太郎) / Shareholding ratio 0.92%, Name Katayama Yoshihiro (片山善博) / Shareholding ratio 0.89%, Name MSCO CUSTOMER SECURITIES (standing proxy: Morgan Stanley MUFG Securities Co., Ltd.) / Shareholding ratio 0.53%
Impact on Business PerformanceThe company believes that applying the proceeds from this offering will contribute to improving profitability over the medium to long term and strengthening its financial position.
Items this document does not state (9)
Total issue valueEstimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationStock 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 acquisition and construction funding needed to expand and increase the scale of property acquisitions, reduce reliance on interest-bearing debt and strengthen the company's financial position. The company intends to use the proceeds to improve profitability and enhance corporate value over the medium to long term.

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Notice Concerning the Issuance of New Shares Through a Public Offering and Third-Party Allotment, and a Secondary Offering of Shares | REALGATE INC. (5532) timely disclosure | Komori