Worth reading
86Important
Scored from 4 of 5 sectionsDirection
Mixed performance
Direction inferred from the company’s description.Scale
3224200000
yen (total payment amount; estimated net proceeds: ¥3,215,921,000)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance by third-party allotment of the Fifth Series of Stock Acquisition Rights with Exercise Price Adjustment Clauses and issuance of the First Series of Unsecured Corporate Bonds (Private Placement)
Who receives how much
Potential shares: 28,000,000 shares (280,000 stock acquisition rights, with each stock acquisition right convertible into 100 shares)
EVO FUNDPotential shares: 28,000,000 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥15 per stock acquisition right; unit: yen. The bonds will be issued at ¥100 per ¥100 of face value
Total issue value
Stock acquisition rights: ¥4,200,000; corporate bonds: ¥100,000,000
Amount of funds to be raised
Total payment amount: ¥3,224.2 million; estimated net proceeds: ¥3,215.921 million
Estimated issuance expenses
¥8.279 million
Specific use of funds
Redemption of Corporate BondsAmount ¥100 million / Scheduled timing of expenditures October 2026
Repayment of BorrowingsAmount ¥579 million / Scheduled timing of expenditures October 2026 to December 2026
Funds to strengthen the architect proposal businessAmount ¥341 million / Scheduled timing of expenditures November 2026 to February 2030
New investment in the environmental-related businessAmount ¥1,161 million / Scheduled timing of expenditures January 2027 to February 2030
New investment in overseas and IT businessesAmount ¥380 million / Scheduled timing of expenditures January 2027 to February 2030
Working capitalAmount ¥653 million / Scheduled timing of expenditures November 2026 to February 2030
発行済株式総数
Increase of up to 28,000,000 shares
Terms of the stock acquisition rights
Exercise price
Initial exercise price: ¥115. Subject to adjustment. Adjusted to 100% of the lowest closing price over 5 consecutive trading days. Minimum price: ¥58.
Exercise period
From 15 October 2026 to 17 May 2027
Number of Stock Acquisition Rights
Total issued: 280,000; unexercised balance: Not disclosed
Offering structure
Underwriter / lead underwriter
EVOLUTION JAPAN証券株式会社 (EJS)
Intended allottee's holding policy
For short-term investment purposes. The allottee intends to exercise the stock acquisition rights and sell the shares acquired through the exercise in the market. Any transfer of the stock acquisition rights requires the prior approval of the company's Board of Directors.
Payment date
14 October 2026 (stock acquisition rights); 29 September 2026 (corporate bonds)
Basis for determining the amount to be paid
The initial exercise price of the stock acquisition rights is ¥115. After adjustment, it will be 100% of the lowest closing price among the 5 consecutive trading days preceding the adjustment date. The minimum exercise price is ¥58. There is no discount to the reference share price. The bonds will be issued at ¥100 per ¥100 of face value.
Procedures under the Corporate Code of Conduct
The issuance was deliberated by the Board of Directors and approved unanimously. Whether an opinion was obtained from an independent third party or the shareholders' views were confirmed at a shareholders' meeting is Not disclosed
Most recent equity financing
Timing Dated 12 March 2024 / Type Issuance of new shares and stock acquisition rights through a third-party allotment / Amount Not disclosed
Impact on Business Performance
The specific impact of this transaction on results for the fiscal year ending February 2027 is Not disclosed. The company aims to secure business continuity and continued listing, and improve its financial base through the financing.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance by third-party allotment of the Fifth Series of Stock Acquisition Rights with Exercise Price Adjustment Clauses and issuance of the First Series of Unsecured Corporate Bonds (Private Placement) |
| Number of shares to be issued or disposed of | Potential shares: 28,000,000 shares (280,000 stock acquisition rights, with each stock acquisition right convertible into 100 shares) |
| Issue price and disposal price | ¥15 per stock acquisition right; unit: yen. The bonds will be issued at ¥100 per ¥100 of face value |
| Total issue value | Stock acquisition rights: ¥4,200,000; corporate bonds: ¥100,000,000 |
| Amount of funds to be raised | Total payment amount: ¥3,224.2 million; estimated net proceeds: ¥3,215.921 million |
| Estimated issuance expenses | ¥8.279 million |
| Specific use of funds | Details Redemption of Corporate Bonds / Amount ¥100 million / Scheduled timing of expenditures October 2026, Details Repayment of Borrowings / Amount ¥579 million / Scheduled timing of expenditures October 2026 to December 2026, Details Funds to strengthen the architect proposal business / Amount ¥341 million / Scheduled timing of expenditures November 2026 to February 2030, Details New investment in the environmental-related business / Amount ¥1,161 million / Scheduled timing of expenditures January 2027 to February 2030, Details New investment in overseas and IT businesses / Amount ¥380 million / Scheduled timing of expenditures January 2027 to February 2030, Details Working capital / Amount ¥653 million / Scheduled timing of expenditures November 2026 to February 2030 |
| Payment date | 14 October 2026 (stock acquisition rights); 29 September 2026 (corporate bonds) |
| Intended allottee | Name EVO FUND / Number of Shares Potential shares: 28,000,000 shares |
| Intended allottee's holding policy | For short-term investment purposes. The allottee intends to exercise the stock acquisition rights and sell the shares acquired through the exercise in the market. Any transfer of the stock acquisition rights requires the prior approval of the company's Board of Directors. |
| Total number of issued shares | Increase of up to 28,000,000 shares |
| Basis for determining the amount to be paid | The initial exercise price of the stock acquisition rights is ¥115. After adjustment, it will be 100% of the lowest closing price among the 5 consecutive trading days preceding the adjustment date. The minimum exercise price is ¥58. There is no discount to the reference share price. The bonds will be issued at ¥100 per ¥100 of face value. |
| Exercise price | Initial exercise price: ¥115. Subject to adjustment. Adjusted to 100% of the lowest closing price over 5 consecutive trading days. Minimum price: ¥58. |
| Exercise period | From 15 October 2026 to 17 May 2027 |
| Number of Stock Acquisition Rights | Total issued: 280,000; unexercised balance: Not disclosed |
| Underwriter / lead underwriter | EVOLUTION JAPAN証券株式会社 (EJS) |
| Procedures under the Corporate Code of Conduct | The issuance was deliberated by the Board of Directors and approved unanimously. Whether an opinion was obtained from an independent third party or the shareholders' views were confirmed at a shareholders' meeting is Not disclosed |
| Most recent equity financing | Timing Dated 12 March 2024 / Type Issuance of new shares and stock acquisition rights through a third-party allotment / Amount Not disclosed |
| Impact on Business Performance | The specific impact of this transaction on results for the fiscal year ending February 2027 is Not disclosed. The company aims to secure business continuity and continued listing, and improve its financial base through the financing. |
Items this document does not state (9)
Dilution RateTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock 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.Because the company has limited cash on hand, the repayment deadlines for its borrowings are approaching, and it needs to address its negative net worth and non-compliance with listing maintenance standards. The funds will be used to strengthen its financial base, repay corporate bonds and borrowings, invest in its architect proposal business, environmental-related business, overseas business and IT business, and secure working capital.
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.