Details of issuance or disposal
Issuance of new shares and the Third Series Stock Acquisition Rights through a third-party allotment
New shares 850,000 shares / Potential shares underlying the stock acquisition rights 850,000 shares (8,500 rights, with each right representing 100 shares)
New shares ¥110,500,000 / Stock Acquisition Rights ¥2,099,500
New shares: 6.07%; potential shares underlying the stock acquisition rights: 6.07%; total: 12.15% (voting rights ratios of 6.09% each, 12.17% in total)
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares and the Third Series Stock Acquisition Rights through a third-party allotment |
| Number of shares to be issued or disposed of | New shares 850,000 shares / Potential shares underlying the stock acquisition rights 850,000 shares (8,500 rights, with each right representing 100 shares) |
| Issue price and disposal price | New shares ¥130 per share / Stock Acquisition Rights ¥247 per right |
| Total issue value | New shares ¥110,500,000 / Stock Acquisition Rights ¥2,099,500 |
| Amount of funds to be raised | Total payment amount ¥223,099,500 (¥110,500,000 from the issuance of new shares, ¥2,099,500 from the issuance of stock acquisition rights, and ¥110,500,000 from the exercise of stock acquisition rights) / Estimated net proceeds ¥214,656,515 |
| Estimated issuance expenses | ¥8,442,985 |
| Specific use of funds | Details Working capital from the issuance of new shares (¥45 million in personnel expenses, ¥4 million in travel and other activity expenses, and ¥28 million to purchase LED vision products) / Amount ¥77 million / Scheduled timing of expenditures June 2026 to July 2026, Details Regional revitalization and health and medical businesses funded by the issuance of new shares (educational dance school business) / Amount ¥25 million / Scheduled timing of expenditures June 2026 to December 2026, Details Working capital from the issuance of stock acquisition rights (¥47 million in personnel expenses, ¥4 million in travel and other activity expenses, and ¥36 million to purchase merchandise) / Amount ¥87 million / Scheduled timing of expenditures August 2026 to December 2026, Details Regional revitalization and health and medical businesses funded by the issuance of stock acquisition rights / Amount ¥25 million / Scheduled timing of expenditures July 2026 to November 2026 |
| Payment date | 26 June 2026 |
| Intended allottee | Name 株式会社グローイングアップ / New shares 850,000 shares / Stock Acquisition Rights 8,500 rights |
| Intended allottee's holding policy | For investment purposes only. The new shares are expected to be sold gradually as appropriate in line with share price conditions, so as not to significantly affect the share price. The allottee has no intention of transferring the stock acquisition rights after subscription. There are no arrangements for continued holding or deposit. |
| Dilution Rate | New shares: 6.07%; potential shares underlying the stock acquisition rights: 6.07%; total: 12.15% (voting rights ratios of 6.09% each, 12.17% in total) |
| Total number of issued shares | 13,996,942 shares → 15,696,942 shares (assuming all new shares are issued and all stock acquisition rights are exercised)(12.15%) |
| Basis for determining the amount to be paid | Based on the closing price of ¥142 on 8 June 2026. The issue price of the new shares and the exercise price of the stock acquisition rights are ¥130, representing an 8.45% discount to the immediately preceding closing price. The simple average closing prices for the preceding 1 month, 3 months and 6 months were ¥131.43, ¥131.16 and ¥129.09, respectively. |
| Exercise price | Initially ¥130. The exercise price is fixed, with no adjustment provision linked to the market share price. However, adjustment provisions apply in the event of certain events, such as a stock split. Floor: Not disclosed. |
| Exercise period | From 26 June 2026 to 25 June 2028 |
| Number of Stock Acquisition Rights | Total issued: 8,500 rights. Outstanding unexercised rights: Not disclosed. |
| Reason for acquisition without consideration | From the day after the payment date, the Company may acquire all or part of the remaining stock acquisition rights at the same price as the issue price by notifying or publicly announcing this no later than 2 weeks before the acquisition date. |
| Procedures under the Corporate Code of Conduct | As the dilution rate is below 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' intentions are not required. |
| Most recent equity financing | None in the past 3 years |
| Major shareholders after the offering | 株式会社グローイングアップ has no agreement to hold the shares long term and is investing for pure investment purposes, so it is not included among the major shareholders or in the post-offering shareholding ratios. The post-offering ratios of the other major shareholders are Not disclosed. |
| Impact on Business Performance | The third-party allotment is expected to have a minor impact on the current period’s results in the short term. In the long term, it is expected to contribute to growth and an expansion in corporate value. |
Items this document does not state (7)
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 working capital for the existing LED signage business, funds to purchase LED vision products, and funds for the launch and operation of the regional revitalization and health and medical businesses and the educational dance school business.