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
35.24
% (dilution rate relative to the total number of issued shares)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of Second Series Stock Acquisition Rights through a third-party allotment
Who receives how much
13,160,200 shares (131,602 Stock Acquisition Rights, 100 shares per right, if all rights are exercised)
合同会社ルビィ13,160,200 shares (131,602 rights)
The lower thin line represents the existing number of shares to which these shares will be added.
¥199 per Stock Acquisition Right, or ¥1.99 per share
Total issue value
¥26,188,798
Amount of funds to be raised
Total amount to be paid in of ¥2,460,825,798 (¥26,188,798 from the issuance of the Stock Acquisition Rights and ¥2,434,637,000 from their exercise), with estimated net proceeds of ¥2,446,865,798
Estimated issuance expenses
Estimated issuance expenses: ¥13,960,000
Specific use of funds
Expenses related to M&A transactions and capital and business alliancesAmount ¥2,446 million / Scheduled timing of expenditures October 2026 to September 2028
Existing Shares and Increase
+35.24%Rate of increase
37,341,680 shares50,501,880Shares
35.24% (35.28% on a voting rights basis)
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 ¥185. The exercise price is fixed and does not fluctuate in line with the market price, unlike MS Warrants. However, adjustment provisions apply in connection with stock splits and certain issuances of new shares. The floor for adjustments is Not disclosed.
Exercise period
From 2 October 2026 through 30 September 2028 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition Rights
Total issued: 131,602 rights. The number of remaining unexercised rights as of the resolution date was Not disclosed.
Reason for acquisition without consideration
After 3 months have elapsed from the allotment date, the Company may acquire all of the Stock Acquisition Rights free of charge, provided that cumulative standalone and consolidated operating income from 1 July 2026 onward is positive based on the available financial results. The acquisition price is ¥199 per Stock Acquisition Right.
Offering structure
Major shareholders after the offering
Name 合同会社ルビィ / Shareholding ratio 50.73％Name ＧＯＴＯ株式会社 / Shareholding ratio 6.68％Name Goto Kuninori (後藤 薫徳) / Shareholding ratio 6.25％Name Seto Nobuaki (瀨戸 信昭) / Shareholding ratio 2.47％Name ジャパンクラフトホールディングス取引先持株会 / Shareholding ratio 2.08％Name ジャパンクラフトホールディングス従業員持株会 / Shareholding ratio 1.38％Name Kanmuri Tatsumi (冠 達実) / Shareholding ratio 1.26％Name Seto Takanobu (瀨戸 高信) / Shareholding ratio 1.16％Name Tokunaga Shin (德永 信) / Shareholding ratio 0.94％Name Seto Midori (瀨戸 みどり) / Shareholding ratio 0.91％
Intended allottee's holding policy
The allottee intends, as a general policy, to hold the Company's common shares acquired through the exercise of the Stock Acquisition Rights over the medium to long term. The allottee does not intend to transfer the Stock Acquisition Rights at present and plans to hold and exercise them during the exercise period. Any transfer requires the approval of the Company's Board of Directors.
Payment date
1 October 2026
Basis for determining the amount to be paid
AGS, an independent third-party valuation institution, valued the Stock Acquisition Rights using the Monte Carlo method. The issue price of ¥199 per Stock Acquisition Right is equal to the valuation. The exercise price of ¥185 represents a 1.65% premium to the closing price of ¥182 on 25 August 2026, an 8.42% discount to the simple average closing price of ¥202 over the preceding month, a 13.15% discount to the average price of ¥213 over the preceding 3 months, and a 13.15% discount to the average price of ¥213 over the preceding 6 months.
Procedures under the Corporate Code of Conduct
Because the dilution rate is expected to be 25% or more and the transaction is expected to involve a change in the controlling shareholder, the Company plans to submit the proposal concerning this financing to the annual general meeting of shareholders scheduled for 29 September 2026 and confirm shareholder approval through a shareholder resolution.
Most recent equity financing
Timing Payment made on 1 July 2024 / Type Issuance of new shares through a third-party allotment / Amount ¥964,440,000, Timing Payment made on 1 July 2024 / Type Issuance of First Series Stock Acquisition Rights through a third-party allotment / Amount Planned proceeds at issuance: ¥2,456,877,738
Impact on Business Performance
The impact on consolidated results for the fiscal year ending June 2027 is expected to be minor, and there will be no change to the consolidated earnings forecast.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Second Series Stock Acquisition Rights through a third-party allotment |
| Number of shares to be issued or disposed of | 13,160,200 shares (131,602 Stock Acquisition Rights, 100 shares per right, if all rights are exercised) |
| Issue price and disposal price | ¥199 per Stock Acquisition Right, or ¥1.99 per share |
| Total issue value | ¥26,188,798 |
| Amount of funds to be raised | Total amount to be paid in of ¥2,460,825,798 (¥26,188,798 from the issuance of the Stock Acquisition Rights and ¥2,434,637,000 from their exercise), with estimated net proceeds of ¥2,446,865,798 |
| Estimated issuance expenses | Estimated issuance expenses: ¥13,960,000 |
| Specific use of funds | Details Expenses related to M&A transactions and capital and business alliances / Amount ¥2,446 million / Scheduled timing of expenditures October 2026 to September 2028 |
| Payment date | 1 October 2026 |
| Intended allottee | Name 合同会社ルビィ / Number of Shares 13,160,200 shares (131,602 rights) |
| Intended allottee's holding policy | The allottee intends, as a general policy, to hold the Company's common shares acquired through the exercise of the Stock Acquisition Rights over the medium to long term. The allottee does not intend to transfer the Stock Acquisition Rights at present and plans to hold and exercise them during the exercise period. Any transfer requires the approval of the Company's Board of Directors. |
| Dilution Rate | 35.24% (35.28% on a voting rights basis) |
| Total number of issued shares | 37,341,680 shares → 50,501,880 shares (if all the Stock Acquisition Rights are exercised)（35.24％） |
| Basis for determining the amount to be paid | AGS, an independent third-party valuation institution, valued the Stock Acquisition Rights using the Monte Carlo method. The issue price of ¥199 per Stock Acquisition Right is equal to the valuation. The exercise price of ¥185 represents a 1.65% premium to the closing price of ¥182 on 25 August 2026, an 8.42% discount to the simple average closing price of ¥202 over the preceding month, a 13.15% discount to the average price of ¥213 over the preceding 3 months, and a 13.15% discount to the average price of ¥213 over the preceding 6 months. |
| Exercise price | Initially ¥185. The exercise price is fixed and does not fluctuate in line with the market price, unlike MS Warrants. However, adjustment provisions apply in connection with stock splits and certain issuances of new shares. The floor for adjustments is Not disclosed. |
| Exercise period | From 2 October 2026 through 30 September 2028 (if the final day is not a bank business day, the preceding bank business day) |
| Number of Stock Acquisition Rights | Total issued: 131,602 rights. The number of remaining unexercised rights as of the resolution date was Not disclosed. |
| Reason for acquisition without consideration | After 3 months have elapsed from the allotment date, the Company may acquire all of the Stock Acquisition Rights free of charge, provided that cumulative standalone and consolidated operating income from 1 July 2026 onward is positive based on the available financial results. The acquisition price is ¥199 per Stock Acquisition Right. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is expected to be 25% or more and the transaction is expected to involve a change in the controlling shareholder, the Company plans to submit the proposal concerning this financing to the annual general meeting of shareholders scheduled for 29 September 2026 and confirm shareholder approval through a shareholder resolution. |
| Most recent equity financing | Timing Payment made on 1 July 2024 / Type Issuance of new shares through a third-party allotment / Amount ¥964,440,000, Timing Payment made on 1 July 2024 / Type Issuance of First Series Stock Acquisition Rights through a third-party allotment / Amount Planned proceeds at issuance: ¥2,456,877,738 |
| Major shareholders after the offering | Name 合同会社ルビィ / Shareholding ratio 50.73％, Name ＧＯＴＯ株式会社 / Shareholding ratio 6.68％, Name Goto Kuninori (後藤 薫徳) / Shareholding ratio 6.25％, Name Seto Nobuaki (瀨戸 信昭) / Shareholding ratio 2.47％, Name ジャパンクラフトホールディングス取引先持株会 / Shareholding ratio 2.08％, Name ジャパンクラフトホールディングス従業員持株会 / Shareholding ratio 1.38％, Name Kanmuri Tatsumi (冠 達実) / Shareholding ratio 1.26％, Name Seto Takanobu (瀨戸 高信) / Shareholding ratio 1.16％, Name Tokunaga Shin (德永 信) / Shareholding ratio 0.94％, Name Seto Midori (瀨戸 みどり) / Shareholding ratio 0.91％ |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending June 2027 is expected to be minor, and there will be no change to the consolidated earnings forecast. |
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 funding for the flexible consideration and execution of M&A transactions and capital and business alliances in areas surrounding handicrafts and handmade products, in line with the new medium-term management plan.
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.