Komori
Share Issuance and Disposal6072ERTH Group Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Free Allotment of Unlisted Stock Acquisition Rights

Resolved to allot 1 Eighth Series Stock Acquisition Right free of charge for each common share held by existing shareholders. Each right entitles the holder to acquire 1 common share for ¥580. The company may acquire unexercised rights free of charge and transfer them to investors.

Worth reading
83Important
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
96.9
Ratio of potential shares to total shares outstanding (%)
Wording
Avoiding a definitive answer
How definitive the wording is.

Details of issuance or disposal

Free allotment of stock acquisition rights under Article 277 of the Companies Act (Eighth Series Stock Acquisition Rights)

Who receives how much22,424,494Shares

22,424,494 potential shares (expected)

All shareholders other than the company as of the shareholder record date on 31 December 2026 (1 right for each common share)

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

Amount of funds to be raised

Total payment amount of ¥13,006,206,520, net proceeds of approximately ¥12,915,706,520 (assuming a 100% exercise rate for the Eighth Series Stock Acquisition Rights)

Estimated issuance expenses
¥90,500,000
Specific use of funds
Investment funds for domestically listed securitiesAmount ¥20,637 million (total of ¥12,915 million in net proceeds from the free allotment of these stock acquisition rights and ¥7,722 million in net proceeds from this third-party allotment) / Scheduled timing of expenditures November 2026 to November 2029
発行済株式総数

96.9% (ratio of potential shares underlying the Eighth Series Stock Acquisition Rights to total shares outstanding)

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
Initial exercise price of ¥580. Fixed, with no adjustment provisions.
Exercise period
25 January 2027 to 26 February 2027 (general investor exercise period); 1 March 2027 to 26 March 2027 (exercise period for transferees after acquisition)
Number of Stock Acquisition Rights
Total issuance of 22,424,494 rights (expected). The number of unexercised rights is Not disclosed (all remaining rights will be acquired on 1 March 2027).
Reason for acquisition without consideration
On 1 March 2027, the company will acquire all Eighth Series Stock Acquisition Rights remaining on that date free of charge. The rights subject to acquisition are those not exercised during the general investor exercise period.
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.

Conditions for lifting transfer restrictions
Approval by the company's board of directors is required for the acquisition of stock acquisition rights through transfer. For transfers from 株式会社Kaihou, approval is generally expected after confirming the transferee's identity, that the transferee is not an antisocial force, the status of payment funds and other matters, and the transferee's holding policy.
Intended allottee's holding policy
Shareholders may freely choose whether to exercise their rights. The company may acquire unexercised rights free of charge and transfer them to transferees approved by the board of directors. Transfers of the stock acquisition rights require board approval.
Basis for determining the amount to be paid
The exercise price is ¥580 per right. The discount rate against the closing price of ¥982 on the business day before the issuance resolution date, 29 October 2026, is 40.9%. The price was determined after comprehensively considering the allotment ratio, share liquidity, financial position and required amount of funding.
Procedures under the Corporate Code of Conduct
Board of directors' resolution. Conditional on the submission of a securities registration statement and the filing under the Financial Instruments and Exchange Act becoming effective. Whether an independent third-party opinion will be obtained and whether a shareholders' meeting resolution will be held are Not disclosed.
Most recent equity financing
Timing 8 August 2025 / Type Disposal of treasury shares as restricted stock compensation / Amount ¥58,033,600
Impact on Business Performance
Undetermined because the exercise rate and other terms of the Eighth Series Stock Acquisition Rights are uncertain. If the rights are exercised in the future and an impact on business performance arises from carrying out the business in accordance with the use of the funds raised, the company will disclose the impact promptly.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalFree allotment of stock acquisition rights under Article 277 of the Companies Act (Eighth Series Stock Acquisition Rights)
Number of shares to be issued or disposed of22,424,494 potential shares (expected)
Amount of funds to be raisedTotal payment amount of ¥13,006,206,520, net proceeds of approximately ¥12,915,706,520 (assuming a 100% exercise rate for the Eighth Series Stock Acquisition Rights)
Estimated issuance expenses¥90,500,000
Specific use of fundsDetails Investment funds for domestically listed securities / Amount ¥20,637 million (total of ¥12,915 million in net proceeds from the free allotment of these stock acquisition rights and ¥7,722 million in net proceeds from this third-party allotment) / Scheduled timing of expenditures November 2026 to November 2029
Intended allotteeAll shareholders other than the company as of the shareholder record date on 31 December 2026 (1 right for each common share)
Intended allottee's holding policyShareholders may freely choose whether to exercise their rights. The company may acquire unexercised rights free of charge and transfer them to transferees approved by the board of directors. Transfers of the stock acquisition rights require board approval.
Dilution Rate96.9% (ratio of potential shares underlying the Eighth Series Stock Acquisition Rights to total shares outstanding)
Total number of issued shares23,148,000 shares (including treasury shares, as of 30 September 2026) → Not disclosed
Basis for determining the amount to be paidThe exercise price is ¥580 per right. The discount rate against the closing price of ¥982 on the business day before the issuance resolution date, 29 October 2026, is 40.9%. The price was determined after comprehensively considering the allotment ratio, share liquidity, financial position and required amount of funding.
Exercise priceInitial exercise price of ¥580. Fixed, with no adjustment provisions.
Exercise period25 January 2027 to 26 February 2027 (general investor exercise period); 1 March 2027 to 26 March 2027 (exercise period for transferees after acquisition)
Number of Stock Acquisition RightsTotal issuance of 22,424,494 rights (expected). The number of unexercised rights is Not disclosed (all remaining rights will be acquired on 1 March 2027).
Conditions for lifting transfer restrictionsApproval by the company's board of directors is required for the acquisition of stock acquisition rights through transfer. For transfers from 株式会社Kaihou, approval is generally expected after confirming the transferee's identity, that the transferee is not an antisocial force, the status of payment funds and other matters, and the transferee's holding policy.
Reason for acquisition without considerationOn 1 March 2027, the company will acquire all Eighth Series Stock Acquisition Rights remaining on that date free of charge. The rights subject to acquisition are those not exercised during the general investor exercise period.
Procedures under the Corporate Code of ConductBoard of directors' resolution. Conditional on the submission of a securities registration statement and the filing under the Financial Instruments and Exchange Act becoming effective. Whether an independent third-party opinion will be obtained and whether a shareholders' meeting resolution will be held are Not disclosed.
Most recent equity financingTiming 8 August 2025 / Type Disposal of treasury shares as restricted stock compensation / Amount ¥58,033,600
Impact on Business PerformanceUndetermined because the exercise rate and other terms of the Eighth Series Stock Acquisition Rights are uncertain. If the rights are exercised in the future and an impact on business performance arises from carrying out the business in accordance with the use of the funds raised, the company will disclose the impact promptly.
Items this document does not state (10)
Issue price and disposal priceTotal issue valuePayment dateTransfer restriction periodCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock 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 secure the investment funds required for investments in domestically listed securities and capture investment return opportunities while maintaining the earnings base of the existing business. The company states that it selected this method of raising funds to provide existing shareholders with equal investment opportunities while taking dilution into consideration.

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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Notice Regarding the Free Allotment of Unlisted Stock Acquisition Rights | ERTH Group Co.,Ltd. (6072) timely disclosure | Komori