Worth reading
75Important
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
1
Dilution ratio relative to total shares issued (%)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of new shares by third-party allotment
Who receives how much53,600Shares
Common shares: 53,600
Kojima Haruna (小嶋陽菜) (53,600 shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥2,176 per share
Total issue value
¥116,633,600
Amount of funds to be raised
Total issue price: ¥116,633,600; estimated net proceeds: Not disclosed (this transaction is not a cash financing)
Estimated issuance expenses
¥3.5 million
Specific use of funds
Not applicable (a portion of the claim for the transfer consideration will be contributed in kind, so there will be no cash payment or fundraising)
Existing Shares and Increase
+1.00%Rate of increase
5,364,000 shares5,417,600Shares
1.00% based on total shares issued and 1.00% based on voting rights. Including issuances and other transactions during the preceding 6 months, the dilution ratio is 13.90% based on total shares issued and 13.96% 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.
Offering structure
Major shareholders after the offering
Kataishi Takanobu (片石貴展) 23.55%株式会社ZOZO 16.61%株式会社pool 8.20%Senokuchi Kazuma (瀬之口和磨) 5.46%Akatsuki Inc. 4.09%Nomura Trust and Banking Co., Ltd. (Investment Trust Account) 3.28%株式会社GPS HOLDINGS 2.45%Custody Bank of Japan, Ltd. (Trust Account) 2.07%MNインターファッション株式会社 1.63%Sugita Ryuji (杉田隆次) 1.27%
Categories and Number of Persons Covered
Kojima Haruna (小嶋陽菜), 1 person (53,600 shares)
Intended allottee's holding policy
The allottee intends to hold the shares over the medium to long term. If all or part of the shares is transferred within 2 years of the payment date, the allottee must immediately submit a written report to the Company and consent to the Company reporting the transfer to the Tokyo Stock Exchange and making it available for public inspection. Any sale requires the Company's consent.
Payment date
30 April 2026
Basis for determining the amount to be paid
The issue price is equal to the closing price of ¥2,176 on 10 April 2026, the business day preceding the date of the Board of Directors' resolution. This represents a 3.13% premium to the average closing price of ¥2,110 for the 1-month period from 11 March to 10 April 2026, a 9.22% discount to the average of ¥2,397 for the 3-month period from 11 January to 10 April 2026, and a 15.92% discount to the average of ¥2,588 for the 6-month period from 11 October 2025 to 10 April 2026.
Procedures under the Corporate Code of Conduct
Because the voting rights represented by the shares to be issued will account for less than 25% of the total voting rights represented by shares issued, and the transaction will not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions.
Most recent equity financing
Payment on 26 December 2023: public offering (at the time of listing); funds raised: ¥190.064 million (estimated net proceeds); issue price: ¥2,057 per share, Payment on 6 January 2026: issuance of new shares by third-party allotment; funds raised: ¥999.616 million; issue price: ¥2,258 per share, Allotment on 6 January 2026: sixth series of stock acquisition rights by third-party allotment; total issued: 1,845 rights; expected funds raised: ¥493,559,560 (estimated net proceeds)
Impact on Business Performance
There will be no impact on the Company's consolidated results for the fiscal year ending March 2026. The impact on results for the fiscal year ending March 2027 is currently under review, and the Company will promptly disclose any matter requiring disclosure.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares by third-party allotment |
| Number of shares to be issued or disposed of | Common shares: 53,600 |
| Issue price and disposal price | ¥2,176 per share |
| Total issue value | ¥116,633,600 |
| Amount of funds to be raised | Total issue price: ¥116,633,600; estimated net proceeds: Not disclosed (this transaction is not a cash financing) |
| Estimated issuance expenses | ¥3.5 million |
| Specific use of funds | Not applicable (a portion of the claim for the transfer consideration will be contributed in kind, so there will be no cash payment or fundraising) |
| Payment date | 30 April 2026 |
| Intended allottee | Kojima Haruna (小嶋陽菜) (53,600 shares) |
| Intended allottee's holding policy | The allottee intends to hold the shares over the medium to long term. If all or part of the shares is transferred within 2 years of the payment date, the allottee must immediately submit a written report to the Company and consent to the Company reporting the transfer to the Tokyo Stock Exchange and making it available for public inspection. Any sale requires the Company's consent. |
| Dilution Rate | 1.00% based on total shares issued and 1.00% based on voting rights. Including issuances and other transactions during the preceding 6 months, the dilution ratio is 13.90% based on total shares issued and 13.96% based on voting rights. |
| Total number of issued shares | 5,364,000 shares → 5,417,600 shares（1.00％） |
| Basis for determining the amount to be paid | The issue price is equal to the closing price of ¥2,176 on 10 April 2026, the business day preceding the date of the Board of Directors' resolution. This represents a 3.13% premium to the average closing price of ¥2,110 for the 1-month period from 11 March to 10 April 2026, a 9.22% discount to the average of ¥2,397 for the 3-month period from 11 January to 10 April 2026, and a 15.92% discount to the average of ¥2,588 for the 6-month period from 11 October 2025 to 10 April 2026. |
| Categories and Number of Persons Covered | Kojima Haruna (小嶋陽菜), 1 person (53,600 shares) |
| Procedures under the Corporate Code of Conduct | Because the voting rights represented by the shares to be issued will account for less than 25% of the total voting rights represented by shares issued, and the transaction will not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions. |
| Most recent equity financing | Payment on 26 December 2023: public offering (at the time of listing); funds raised: ¥190.064 million (estimated net proceeds); issue price: ¥2,057 per share, Payment on 6 January 2026: issuance of new shares by third-party allotment; funds raised: ¥999.616 million; issue price: ¥2,258 per share, Allotment on 6 January 2026: sixth series of stock acquisition rights by third-party allotment; total issued: 1,845 rights; expected funds raised: ¥493,559,560 (estimated net proceeds) |
| Major shareholders after the offering | Kataishi Takanobu (片石貴展) 23.55%, 株式会社ZOZO 16.61%, 株式会社pool 8.20%, Senokuchi Kazuma (瀬之口和磨) 5.46%, Akatsuki Inc. 4.09%, Nomura Trust and Banking Co., Ltd. (Investment Trust Account) 3.28%, 株式会社GPS HOLDINGS 2.45%, Custody Bank of Japan, Ltd. (Trust Account) 2.07%, MNインターファッション株式会社 1.63%, Sugita Ryuji (杉田隆次) 1.27% |
| Impact on Business Performance | There will be no impact on the Company's consolidated results for the fiscal year ending March 2026. The impact on results for the fiscal year ending March 2027 is currently under review, and the Company will promptly disclose any matter requiring disclosure. |
Items this document does not state (10)
Exercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock 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 directly reflect heart relation's earnings growth in shareholder value, strengthen the Group's earnings base, improve capital efficiency and enable swift decision-making. The Company also expects to increase Kojima's commitment to participating in management and to contribute to the expansion of the Group's performance.
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