Komori
Share Issuance and Disposal7318SERENDIP HOLDINGS Co.,Ltd.Automobiles and transportation equipment

Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment

The Company has resolved to dispose of 688,800 treasury shares by third-party allotment at ¥1,452 per share to a company owned by parties related to 日建産業's acquisition target. The recipient plans to use part of the acquisition funds to make the payment and to hold the acquired shares over the medium to long term.

Worth reading
76Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
3.79
% (as a percentage of total voting rights)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of Treasury Shares Through a Third-Party Allotment

Who receives how much688,800Shares

688,800 common shares (treasury shares)

日建コラボレーションスクエア株式会社688,800 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,452 per share
Total issue value

¥1,000,137,600

Amount of funds to be raised
Total payment amount: ¥1,000,137,600; estimated net proceeds: ¥997,637,600
Estimated issuance expenses
¥2,500,000 (legal fees, costs of preparing the securities registration statement and other expenses; excluding consumption taxes and other taxes)
Specific use of funds
General working capital for the fiscal year ending March 2027 (personnel expenses, fees paid and system-related expenses associated with group-company management, and other administrative expenses)Amount ¥997,637,600 / Scheduled timing of expenditures Fiscal year ending March 2027
発行済株式総数

3.79% (as a percentage of 18,176,776 issued shares excluding treasury shares and 181,647 total voting rights)

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.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
2 years from the payment date (undertaking regarding the reporting and disclosure of transfers)
Offering structure
Major shareholders after the offering
Name Takeuchi Aru (竹内 在) / Shareholding ratio 15.23%Name Takamura Noriyasu (髙村 徳康) / Shareholding ratio 15.18%Name 諸戸グループマネジメント株式会社 / Shareholding ratio 9.01%Name ネクストシークエンス合同会社 / Shareholding ratio 6.36%Name 一徳合同会社 / Shareholding ratio 6.36%Name 日建コラボレーションスクエア株式会社 / Shareholding ratio 3.65%Name セレンディップグループ従業員持株会 / Shareholding ratio 3.61%Name GOLDMAN SACHS INTERNATIONAL (standing proxy: ゴールドマン・サックス証券株式会社) / Shareholding ratio 2.22%Name Takeuchi Koichi (竹内 弘一) / Shareholding ratio 1.32%Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.13%Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 1.02%
Stock Split Ratio4 common shares for each common share, with an effective date of 1 December 2025
Intended allottee's holding policy
At present, the recipient plans to hold the shares from a medium- to long-term perspective. The Company plans to obtain a written undertaking agreeing that, if the shares are transferred within 2 years of the payment date, the recipient will report the details of the transfer to the Company in writing and the Company will report them to the Tokyo Stock Exchange, among other matters.
Payment date
16 September 2026
Basis for determining the amount to be paid
The closing price for regular trading on the Tokyo Stock Exchange on 28 August 2026 was ¥1,452. This represents an 11.77% discount to the average price for the preceding 1 month of ¥1,646, a 27.55% discount to the average price for the preceding 3 months of ¥2,004, and a 25.24% discount to the average price for the preceding 6 months of ¥1,942.
Procedures under the Corporate Code of Conduct
Because 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
Timing 17 July 2025 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount ¥200,272,500
Impact on Business Performance
The impact of this disposal of treasury shares on business performance will be minor.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of Treasury Shares Through a Third-Party Allotment
Number of shares to be issued or disposed of688,800 common shares (treasury shares)
Issue price and disposal price¥1,452 per share
Total issue value¥1,000,137,600
Amount of funds to be raisedTotal payment amount: ¥1,000,137,600; estimated net proceeds: ¥997,637,600
Estimated issuance expenses¥2,500,000 (legal fees, costs of preparing the securities registration statement and other expenses; excluding consumption taxes and other taxes)
Specific use of fundsDetails General working capital for the fiscal year ending March 2027 (personnel expenses, fees paid and system-related expenses associated with group-company management, and other administrative expenses) / Amount ¥997,637,600 / Scheduled timing of expenditures Fiscal year ending March 2027
Payment date16 September 2026
Intended allotteeName 日建コラボレーションスクエア株式会社 / Number of Shares 688,800 shares
Intended allottee's holding policyAt present, the recipient plans to hold the shares from a medium- to long-term perspective. The Company plans to obtain a written undertaking agreeing that, if the shares are transferred within 2 years of the payment date, the recipient will report the details of the transfer to the Company in writing and the Company will report them to the Tokyo Stock Exchange, among other matters.
Dilution Rate3.79% (as a percentage of 18,176,776 issued shares excluding treasury shares and 181,647 total voting rights)
Total number of issued shares19,062,316 shares → 19,062,316 shares(0%)
Basis for determining the amount to be paidThe closing price for regular trading on the Tokyo Stock Exchange on 28 August 2026 was ¥1,452. This represents an 11.77% discount to the average price for the preceding 1 month of ¥1,646, a 27.55% discount to the average price for the preceding 3 months of ¥2,004, and a 25.24% discount to the average price for the preceding 6 months of ¥1,942.
Transfer restriction period2 years from the payment date (undertaking regarding the reporting and disclosure of transfers)
Stock Split Ratio4 common shares for each common share, with an effective date of 1 December 2025
Procedures under the Corporate Code of ConductBecause 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 financingTiming 17 July 2025 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount ¥200,272,500
Major shareholders after the offeringName Takeuchi Aru (竹内 在) / Shareholding ratio 15.23%, Name Takamura Noriyasu (髙村 徳康) / Shareholding ratio 15.18%, Name 諸戸グループマネジメント株式会社 / Shareholding ratio 9.01%, Name ネクストシークエンス合同会社 / Shareholding ratio 6.36%, Name 一徳合同会社 / Shareholding ratio 6.36%, Name 日建コラボレーションスクエア株式会社 / Shareholding ratio 3.65%, Name セレンディップグループ従業員持株会 / Shareholding ratio 3.61%, Name GOLDMAN SACHS INTERNATIONAL (standing proxy: ゴールドマン・サックス証券株式会社) / Shareholding ratio 2.22%, Name Takeuchi Koichi (竹内 弘一) / Shareholding ratio 1.32%, Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.13%, Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 1.02%
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance will be minor.
Items this document does not state (9)
Exercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotment

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 have Hamaguchi Takehiro (濵口 健宏), Representative Director and President of 日建産業, become involved with and committed to the entire group, including 日建産業, as a stakeholder over the medium to long term, thereby enhancing the corporate value of the group as a whole. In addition, to use existing treasury shares and avoid increasing the total number of issued shares through the issuance of new shares.

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Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment | SERENDIP HOLDINGS Co.,Ltd. (7318) timely disclosure | Komori