Worth reading
88Important
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
5000000000
¥Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the First Series of Unsecured Convertible Bonds with Stock Acquisition Rights by Third-Party Allotment
Who receives how much
15,290,400 shares at the initial conversion price of ¥327, and 17,985,500 shares at the minimum conversion price of ¥278 (both figures represent potential shares)
GP 上場企業出資投資事業有限責任組合7,262,900 shares
GP 上場企業出資 J 投資事業有限責任組合8,027,500 shares
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.
¥125,000,000 per bond; the issue price is ¥100 per ¥100 of the principal amount of each bond. No cash payment is required in exchange for the stock acquisition rights.
Total issue value
¥5,000,000,000
Amount of funds to be raised
Total payment amount of ¥5,000,000,000; estimated net proceeds of ¥4,977,000,000
Estimated issuance expenses
¥23,000,000
Specific use of funds
① Acquisition of rental properties (Kanto region)Amount ¥1,541 million / Scheduled timing of expenditures August 2026
② Project acquisition, development and equipment-related expenses associated with the grid-scale battery storage business (a high-voltage grid-scale battery storage project in Kitsuki, Oita Prefecture; a high-voltage grid-scale battery storage project in Hita, Oita Prefecture; an extra-high-voltage grid-scale battery storage project in Shizuoka Prefecture; and the acquisition of interests in businesses targeting high-voltage grid-scale battery storage facilities)Amount ¥3,436 million / Scheduled timing of expenditures July 2026 to June 2027
Existing Shares and Increase
+13.02%Rate of increase
117,416,118 shares132,706,518Shares
13.02% at the initial conversion price and 15.32% at the minimum conversion price (as a percentage of the total number of 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
The initial conversion price is ¥327. Starting at the end of September 2027, it will be revised downward every 6 months based on the average share price for the preceding one-month period. The lower limit for revisions is ¥278 (85% of the initial conversion price).
Exercise period
From 2 September 2027 to 15 July 2031
Number of Stock Acquisition Rights
40 stock acquisition rights in total; number of unexercised rights: Not disclosed
Offering structure
Major shareholders after the offering
Name Tanabe Junichi (田辺順一) / Shareholding ratio 14.20％Name カタリスト株式会社 / Shareholding ratio 13.98％Name GP 上場企業出資 J 投資事業有限責任組合 / Shareholding ratio 6.38％Name GP 上場企業出資投資事業有限責任組合 / Shareholding ratio 5.77％Name 株式会社楽珠美 / Shareholding ratio 3.97％Name 株式会社悠晴 / Shareholding ratio 3.93％Name 株式会社スプラウト / Shareholding ratio 3.18％Name Sugiyama Masako (杉山昌子) / Shareholding ratio 2.65％Name Kan Megumi (金恵) / Shareholding ratio 2.61％Name 株式会社ウォーターフィールド / Shareholding ratio 2.35％
Intended allottee's holding policy
The intended recipients do not plan to transfer the convertible bonds with stock acquisition rights to a third party within a short period after allocation. They plan to sell the common shares delivered upon conversion after considering the Company's performance, dividend payments and market conditions. Any transfer requires the approval of the Company's Board of Directors.
Payment date
15 July 2026
Basis for determining the amount to be paid
The initial conversion price of ¥327 was determined based on the simple average closing price of ¥327 during the most recent one-month period from 27 May 2026 to 26 June 2026. This represents a 1.24% premium to the closing price of ¥323 on 26 June, an 8.50% discount to the average price of ¥355 for the most recent three months, and a 14.60% discount to the average price of ¥375 for the most recent six months.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intent are not required.
Most recent equity financing
Timing 30 August 2024 / Type Issuance of new shares by third-party allotment / Amount ¥663,000,000, Timing 30 August 2024 / Type Issuance and exercise of stock acquisition rights / Amount ¥9,518,553,000, Timing 30 December 2024 / Type Issuance of new shares by third-party allotment / Amount ¥999,977,220
Impact on Business Performance
The Company believes that applying the proceeds will contribute to further business expansion, improved earnings and a stronger financial base over the medium to long term. If any matters requiring disclosure arise in the future, the Company will promptly disclose their impact on consolidated full-year results.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the First Series of Unsecured Convertible Bonds with Stock Acquisition Rights by Third-Party Allotment |
| Number of shares to be issued or disposed of | 15,290,400 shares at the initial conversion price of ¥327, and 17,985,500 shares at the minimum conversion price of ¥278 (both figures represent potential shares) |
| Issue price and disposal price | ¥125,000,000 per bond; the issue price is ¥100 per ¥100 of the principal amount of each bond. No cash payment is required in exchange for the stock acquisition rights. |
| Total issue value | ¥5,000,000,000 |
| Amount of funds to be raised | Total payment amount of ¥5,000,000,000; estimated net proceeds of ¥4,977,000,000 |
| Estimated issuance expenses | ¥23,000,000 |
| Specific use of funds | Details ① Acquisition of rental properties (Kanto region) / Amount ¥1,541 million / Scheduled timing of expenditures August 2026, Details ② Project acquisition, development and equipment-related expenses associated with the grid-scale battery storage business (a high-voltage grid-scale battery storage project in Kitsuki, Oita Prefecture; a high-voltage grid-scale battery storage project in Hita, Oita Prefecture; an extra-high-voltage grid-scale battery storage project in Shizuoka Prefecture; and the acquisition of interests in businesses targeting high-voltage grid-scale battery storage facilities) / Amount ¥3,436 million / Scheduled timing of expenditures July 2026 to June 2027 |
| Payment date | 15 July 2026 |
| Intended allottee | Name GP 上場企業出資投資事業有限責任組合 / Amount ¥2,375,000,000 / Number of shares allocated at the initial conversion price 7,262,900 shares, Name GP 上場企業出資 J 投資事業有限責任組合 / Amount ¥2,625,000,000 / Number of shares allocated at the initial conversion price 8,027,500 shares |
| Intended allottee's holding policy | The intended recipients do not plan to transfer the convertible bonds with stock acquisition rights to a third party within a short period after allocation. They plan to sell the common shares delivered upon conversion after considering the Company's performance, dividend payments and market conditions. Any transfer requires the approval of the Company's Board of Directors. |
| Dilution Rate | 13.02% at the initial conversion price and 15.32% at the minimum conversion price (as a percentage of the total number of shares outstanding) |
| Total number of issued shares | 117,416,118 shares → 132,706,518 shares (assuming full conversion at the initial conversion price)（13.02％） |
| Basis for determining the amount to be paid | The initial conversion price of ¥327 was determined based on the simple average closing price of ¥327 during the most recent one-month period from 27 May 2026 to 26 June 2026. This represents a 1.24% premium to the closing price of ¥323 on 26 June, an 8.50% discount to the average price of ¥355 for the most recent three months, and a 14.60% discount to the average price of ¥375 for the most recent six months. |
| Exercise price | The initial conversion price is ¥327. Starting at the end of September 2027, it will be revised downward every 6 months based on the average share price for the preceding one-month period. The lower limit for revisions is ¥278 (85% of the initial conversion price). |
| Exercise period | From 2 September 2027 to 15 July 2031 |
| Number of Stock Acquisition Rights | 40 stock acquisition rights in total; number of unexercised rights: Not disclosed |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intent are not required. |
| Most recent equity financing | Timing 30 August 2024 / Type Issuance of new shares by third-party allotment / Amount ¥663,000,000, Timing 30 August 2024 / Type Issuance and exercise of stock acquisition rights / Amount ¥9,518,553,000, Timing 30 December 2024 / Type Issuance of new shares by third-party allotment / Amount ¥999,977,220 |
| Major shareholders after the offering | Name Tanabe Junichi (田辺順一) / Shareholding ratio 14.20％, Name カタリスト株式会社 / Shareholding ratio 13.98％, Name GP 上場企業出資 J 投資事業有限責任組合 / Shareholding ratio 6.38％, Name GP 上場企業出資投資事業有限責任組合 / Shareholding ratio 5.77％, Name 株式会社楽珠美 / Shareholding ratio 3.97％, Name 株式会社悠晴 / Shareholding ratio 3.93％, Name 株式会社スプラウト / Shareholding ratio 3.18％, Name Sugiyama Masako (杉山昌子) / Shareholding ratio 2.65％, Name Kan Megumi (金恵) / Shareholding ratio 2.61％, Name 株式会社ウォーターフィールド / Shareholding ratio 2.35％ |
| Impact on Business Performance | The Company believes that applying the proceeds will contribute to further business expansion, improved earnings and a stronger financial base over the medium to long term. If any matters requiring disclosure arise in the future, the Company will promptly disclose their impact on consolidated full-year results. |
Items this document does not state (8)
Transfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal 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 secure funds for the acquisition of rental properties and for project acquisition, development and equipment-related expenses associated with the grid-scale battery storage business, thereby supporting growth investments, the flexible capture of business opportunities, the strengthening of equity capital and the enhancement of the financial base.
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