Komori
Share Issuance and Disposal6775TB GROUP INC.Electrical Equipment and Precision Instruments

Notice Regarding the Issuance of New Shares and the 3rd Series of Stock Acquisition Rights by Way of Third-Party Allotment

The Company resolved to issue 850,000 common shares and, at the same time, 8,500 Third Series Stock Acquisition Rights through a third-party allotment. If all of the stock acquisition rights are exercised, an additional 850,000 shares will be issued.

Worth reading
80Important
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
12.15
% (combined ratio of the new shares and potential shares to the total number of shares issued and outstanding)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares and the Third Series Stock Acquisition Rights through a third-party allotment

発行・処分する株式数

New shares 850,000 shares / Potential shares underlying the stock acquisition rights 850,000 shares (8,500 rights, with each right representing 100 shares)

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
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
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
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
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
Regional revitalization and health and medical businesses funded by the issuance of stock acquisition rightsAmount ¥25 million / Scheduled timing of expenditures July 2026 to November 2026
Existing Shares and Increase
+6.07%Rate of increase
13,996,942 shares15,696,942Shares

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.

Terms of the stock acquisition rights
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.
Offering structure
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.
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.
Payment date
26 June 2026
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.
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
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.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares and the Third Series Stock Acquisition Rights through a third-party allotment
Number of shares to be issued or disposed ofNew 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 priceNew shares ¥130 per share / Stock Acquisition Rights ¥247 per right
Total issue valueNew shares ¥110,500,000 / Stock Acquisition Rights ¥2,099,500
Amount of funds to be raisedTotal 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 fundsDetails 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 date26 June 2026
Intended allotteeName 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 policyFor 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 RateNew 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 shares13,996,942 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 paidBased 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 priceInitially ¥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 periodFrom 26 June 2026 to 25 June 2028
Number of Stock Acquisition RightsTotal issued: 8,500 rights. Outstanding unexercised rights: Not disclosed.
Reason for acquisition without considerationFrom 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 ConductAs 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 financingNone 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 PerformanceThe 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)
Transfer restriction periodConditions for lifting transfer restrictionsCategories 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 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.

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Notice Regarding the Issuance of New Shares and the 3rd Series of Stock Acquisition Rights by Way of Third-Party Allotment | TB GROUP INC. (6775) timely disclosure | Komori