Worth reading
70In focus
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
100000
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of Treasury Shares Through a Third-Party Allotment
Who receives how much100,000Shares
100,000 common shares of treasury stock
Matsuki Takao (松木隆央), 100,000 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,541 per share
Total issue value
¥154,100,000
Amount of funds to be raised
Total amount to be paid: ¥—; estimated net proceeds: ¥—
Estimated issuance expenses
¥8 million
Specific use of funds
Not applicable (the payment will be made through an in-kind contribution of part of the receivable for the share transfer consideration, and the allotment is not intended to raise funds)
発行済株式総数
0.36% (based on total shares issued), 0.37% (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.
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
Transfers and other disposals are prohibited without the company's prior written consent for 6 months from the issue date. Transfers within 2 years from the issue date are subject to a reporting obligation.
Conditions for lifting transfer restrictions
For the 6-month period from the issue date, the condition is that the company has given its prior written consent.
Offering structure
Major shareholders after the offering
Fujita Michio (藤田美智雄), 15.67%Nippon Life Insurance Company, 8.16%Daido Life Insurance Company, 7.10%株式会社あまの創健, 6.67%The Master Trust Bank of Japan, Ltd. (Trust Account), 5.22%Tokio Marine & Nichido Fire Insurance Co., Ltd., 3.65%株式会社法研, 2.83%Daiwa Institute of Research Ltd., 2.61%SMBC Nikko Securities Inc., 2.59%Yoshinari Gaishi (吉成外史), 1.97%
Categories and Number of Persons Covered
1 individual (Matsuki Takao (松木隆央)), 100,000 shares
Intended allottee's holding policy
The shares are to be held over the medium term. The allottee may not transfer the shares or otherwise dispose of them without the company's prior written consent for 6 months from the issue date. If the shares are transferred within 2 years from the issue date, the allottee must notify the company in writing and agree that the company will report the transfer to the Tokyo Stock Exchange and make it available for public inspection.
Payment date
18 November 2026
Basis for determining the amount to be paid
The closing price of ¥1,541 on the Tokyo Stock Exchange Prime Market on 1 October 2026. This represents a 0.84% discount to the 1-month average of ¥1,554, a 0.33% premium to the 3-month average of ¥1,536, and a 4.26% premium to the 6-month average of ¥1,478.
Procedures under the Corporate Code of Conduct
An opinion from an independent third party and procedures to confirm shareholders' intentions are not required because the dilution rate is below 25% and there is no change in the controlling shareholder. The Audit and Supervisory Committee has also provided an opinion that the disposal price is not particularly favourable and is legally valid.
Most recent equity financing
12 December 2023, issuance of new shares through a third-party allotment in connection with a capital and business alliance, 700,000 shares, funds raised: ¥891,600,000, allottee: Daiwa Institute of Research Ltd., 8 April 2024, disposal of treasury shares through a third-party allotment in connection with a capital and business alliance, 776,300 shares, funds raised: ¥1,117,648,300, allottee: Nippon Life Insurance Company, 22 May 2024, disposal of treasury shares through a third-party allotment in connection with an additional contribution to the employee stock benefit trust, 91,000 shares, total disposal price: ¥121,667,000, allottee: Custody Bank of Japan, Ltd. (Trust Account), 2 June 2025, disposal of treasury shares through a third-party allotment in connection with an additional contribution to the employee stock benefit trust, 300,000 shares, total disposal price: ¥478,500,000, allottee: Custody Bank of Japan, Ltd. (Trust Account), 1 May 2024 and 13 April 2026, issuance of offered stock acquisition rights (paid stock options)
Impact on Business Performance
The impact on consolidated results for the fiscal year ending December 2026 is currently under review. Over the medium to long term, the transaction is expected to contribute to improvements in the performance and corporate value of the Group.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of Treasury Shares Through a Third-Party Allotment |
| Number of shares to be issued or disposed of | 100,000 common shares of treasury stock |
| Issue price and disposal price | ¥1,541 per share |
| Total issue value | ¥154,100,000 |
| Amount of funds to be raised | Total amount to be paid: ¥—; estimated net proceeds: ¥— |
| Estimated issuance expenses | ¥8 million |
| Specific use of funds | Not applicable (the payment will be made through an in-kind contribution of part of the receivable for the share transfer consideration, and the allotment is not intended to raise funds) |
| Payment date | 18 November 2026 |
| Intended allottee | Matsuki Takao (松木隆央), 100,000 shares |
| Intended allottee's holding policy | The shares are to be held over the medium term. The allottee may not transfer the shares or otherwise dispose of them without the company's prior written consent for 6 months from the issue date. If the shares are transferred within 2 years from the issue date, the allottee must notify the company in writing and agree that the company will report the transfer to the Tokyo Stock Exchange and make it available for public inspection. |
| Dilution Rate | 0.36% (based on total shares issued), 0.37% (based on voting rights) |
| Total number of issued shares | 27,418,600 shares → 27,418,600 shares（0％） |
| Basis for determining the amount to be paid | The closing price of ¥1,541 on the Tokyo Stock Exchange Prime Market on 1 October 2026. This represents a 0.84% discount to the 1-month average of ¥1,554, a 0.33% premium to the 3-month average of ¥1,536, and a 4.26% premium to the 6-month average of ¥1,478. |
| Transfer restriction period | Transfers and other disposals are prohibited without the company's prior written consent for 6 months from the issue date. Transfers within 2 years from the issue date are subject to a reporting obligation. |
| Conditions for lifting transfer restrictions | For the 6-month period from the issue date, the condition is that the company has given its prior written consent. |
| Categories and Number of Persons Covered | 1 individual (Matsuki Takao (松木隆央)), 100,000 shares |
| Procedures under the Corporate Code of Conduct | An opinion from an independent third party and procedures to confirm shareholders' intentions are not required because the dilution rate is below 25% and there is no change in the controlling shareholder. The Audit and Supervisory Committee has also provided an opinion that the disposal price is not particularly favourable and is legally valid. |
| Most recent equity financing | 12 December 2023, issuance of new shares through a third-party allotment in connection with a capital and business alliance, 700,000 shares, funds raised: ¥891,600,000, allottee: Daiwa Institute of Research Ltd., 8 April 2024, disposal of treasury shares through a third-party allotment in connection with a capital and business alliance, 776,300 shares, funds raised: ¥1,117,648,300, allottee: Nippon Life Insurance Company, 22 May 2024, disposal of treasury shares through a third-party allotment in connection with an additional contribution to the employee stock benefit trust, 91,000 shares, total disposal price: ¥121,667,000, allottee: Custody Bank of Japan, Ltd. (Trust Account), 2 June 2025, disposal of treasury shares through a third-party allotment in connection with an additional contribution to the employee stock benefit trust, 300,000 shares, total disposal price: ¥478,500,000, allottee: Custody Bank of Japan, Ltd. (Trust Account), 1 May 2024 and 13 April 2026, issuance of offered stock acquisition rights (paid stock options) |
| Major shareholders after the offering | Fujita Michio (藤田美智雄), 15.67%, Nippon Life Insurance Company, 8.16%, Daido Life Insurance Company, 7.10%, 株式会社あまの創健, 6.67%, The Master Trust Bank of Japan, Ltd. (Trust Account), 5.22%, Tokio Marine & Nichido Fire Insurance Co., Ltd., 3.65%, 株式会社法研, 2.83%, Daiwa Institute of Research Ltd., 2.61%, SMBC Nikko Securities Inc., 2.59%, Yoshinari Gaishi (吉成外史), 1.97% |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending December 2026 is currently under review. Over the medium to long term, the transaction is expected to contribute to improvements in the performance and corporate value of the Group. |
Items this document does not state (8)
Exercise priceExercise periodNumber of Stock Acquisition RightsReason 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 apply part of the consideration for the acquisition associated with the conversion of 新赤坂健康管理協会 into a subsidiary, increase the management commitment of its former owner, Matsuki Takao (松木隆央), to participate in the company's group, and maintain and strengthen the collaborative relationship among 医療法人社団健松会, 新赤坂健康管理協会 and the company's group.
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.