Komori
Share Issuance and Disposal7524MARCHE CORPORATIONRetail

Notice Regarding the Issuance of New Shares by Third-Party Allotment, Changes in the Controlling Shareholder, Who Is the Largest Shareholder, and Reductions in the Amounts of Capital Stock and Capital Reserve

The company will issue 6,000,000 common shares by third-party allotment to TENPOS HOLDINGS Co.,Ltd. at ¥166 per share. Following the issuance, TENPOS will become the parent company, holding 50.59% of the voting rights. A capital reduction is also planned, involving the transfer of capital and capital reserve to other capital surplus.

Worth reading
89Important
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
6000000
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares by third-party allotment

Who receives how much6,000,000Shares

6,000,000 common shares

TENPOS HOLDINGS Co.,Ltd.6,000,000 shares

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

¥166 per share
Total issue value

¥996,000,000

Amount of funds to be raised
Total amount paid: ¥996,000,000; estimated net proceeds: ¥986,000,000
Estimated issuance expenses
¥10,000,000
Specific use of funds
Costs of opening new stores and converting existing business modelsAmount ¥606,000,000 / Scheduled timing of expenditures July 2026 to March 2028
Costs required to establish the e-commerce businessAmount ¥150,000,000 / Scheduled timing of expenditures July 2026 to March 2028
Costs required for hiring personnel to support growthAmount ¥100 million / Scheduled timing of expenditures July 2026 to March 2028
Costs required for small-scale M&AAmount ¥130,000,000 / Scheduled timing of expenditures July 2026 to March 2028
Existing Shares and Increase
+56.87%Rate of increase
10,550,690 shares16,550,690Shares

56.87% (59.87% of 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.

Offering structure
Major shareholders after the offering
Name TENPOS HOLDINGS Co.,Ltd. / Shareholding ratio 50.59%Name CHIMNEY CO.,LTD. / Shareholding ratio 5.96%Name アサヒビール株式会社 / Shareholding ratio 3.82%Name Japan Securities Finance Co.,Ltd. / Shareholding ratio 2.63%Name Sumitomo Mitsui Banking Corporation / Shareholding ratio 1.00%Name 株式会社SBI証券 / Shareholding ratio 0.89%Name 株式会社SBIネオトレード証券 / Shareholding ratio 0.89%Name Tanigaki Masayuki (谷垣雅之) / Shareholding ratio 0.88%Name 株式会社中野外食サプライ / Shareholding ratio 0.69%Name 東京短資株式会社 / Shareholding ratio 0.68%
Intended allottee's holding policy
The company plans to confirm the subscriber's holding policy in writing by the payment date. It also plans to obtain a written undertaking that, if all or part of these shares are transferred within 2 years from the payment date, the subscriber will report the details of the transfer to the company in writing.
Payment date
29 June 2026
Basis for determining the amount to be paid
The closing price of ¥166 on 15 May 2026, the business day immediately preceding the date of the board resolution. This represents a deviation of 0.13% from the average closing price of ¥166.22 for the preceding 1 month, 4.18% from the average closing price of ¥173.25 for the preceding 3 months, and 9.41% from the average closing price of ¥183.25 for the preceding 6 months.
Procedures under the Corporate Code of Conduct
The company plans to submit a proposal for the third-party allotment at the annual general meeting of shareholders scheduled for 27 June 2026 and obtain approval. The audit and supervisory board has provided an opinion that the necessity and appropriateness of the transaction are reasonable.
Most recent equity financing
Timing 31 July 2023 / Type Issuance of Class A shares by third-party allotment / Amount ¥290,000,000, Timing 16 June 2025 / Type Issuance of common shares by third-party allotment / Amount ¥354,000,000
Impact on Business Performance
The impact on results for the fiscal year ending March 2027 is currently being reviewed. The company will promptly disclose any matters requiring disclosure that arise in the future.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares by third-party allotment
Number of shares to be issued or disposed of6,000,000 common shares
Issue price and disposal price¥166 per share
Total issue value¥996,000,000
Amount of funds to be raisedTotal amount paid: ¥996,000,000; estimated net proceeds: ¥986,000,000
Estimated issuance expenses¥10,000,000
Specific use of fundsDetails Costs of opening new stores and converting existing business models / Amount ¥606,000,000 / Scheduled timing of expenditures July 2026 to March 2028, Details Costs required to establish the e-commerce business / Amount ¥150,000,000 / Scheduled timing of expenditures July 2026 to March 2028, Details Costs required for hiring personnel to support growth / Amount ¥100 million / Scheduled timing of expenditures July 2026 to March 2028, Details Costs required for small-scale M&A / Amount ¥130,000,000 / Scheduled timing of expenditures July 2026 to March 2028
Payment date29 June 2026
Intended allotteeName TENPOS HOLDINGS Co.,Ltd. / Number of Shares 6,000,000 shares
Intended allottee's holding policyThe company plans to confirm the subscriber's holding policy in writing by the payment date. It also plans to obtain a written undertaking that, if all or part of these shares are transferred within 2 years from the payment date, the subscriber will report the details of the transfer to the company in writing.
Dilution Rate56.87% (59.87% of total voting rights)
Total number of issued shares10,550,690 shares → 16,550,690 shares(56.87%)
Basis for determining the amount to be paidThe closing price of ¥166 on 15 May 2026, the business day immediately preceding the date of the board resolution. This represents a deviation of 0.13% from the average closing price of ¥166.22 for the preceding 1 month, 4.18% from the average closing price of ¥173.25 for the preceding 3 months, and 9.41% from the average closing price of ¥183.25 for the preceding 6 months.
Procedures under the Corporate Code of ConductThe company plans to submit a proposal for the third-party allotment at the annual general meeting of shareholders scheduled for 27 June 2026 and obtain approval. The audit and supervisory board has provided an opinion that the necessity and appropriateness of the transaction are reasonable.
Most recent equity financingTiming 31 July 2023 / Type Issuance of Class A shares by third-party allotment / Amount ¥290,000,000, Timing 16 June 2025 / Type Issuance of common shares by third-party allotment / Amount ¥354,000,000
Major shareholders after the offeringName TENPOS HOLDINGS Co.,Ltd. / Shareholding ratio 50.59%, Name CHIMNEY CO.,LTD. / Shareholding ratio 5.96%, Name アサヒビール株式会社 / Shareholding ratio 3.82%, Name Japan Securities Finance Co.,Ltd. / Shareholding ratio 2.63%, Name Sumitomo Mitsui Banking Corporation / Shareholding ratio 1.00%, Name 株式会社SBI証券 / Shareholding ratio 0.89%, Name 株式会社SBIネオトレード証券 / Shareholding ratio 0.89%, Name Tanigaki Masayuki (谷垣雅之) / Shareholding ratio 0.88%, Name 株式会社中野外食サプライ / Shareholding ratio 0.69%, Name 東京短資株式会社 / Shareholding ratio 0.68%
Impact on Business PerformanceThe impact on results for the fiscal year ending March 2027 is currently being reviewed. The company will promptly disclose any matters requiring disclosure that arise in the future.
Items this document does not state (11)
Exercise priceExercise periodNumber of Stock Acquisition RightsTransfer 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.

The company intends to strengthen its capital relationship with the TENPOS group and pursue growth investments, including new store openings, conversions of existing stores to different business formats, restructuring of its franchise business, expansion of its e-commerce business, recruitment, and small-scale M&A, by leveraging the group's property information, human resources network, e-commerce platform, and purchasing power. Another reason is to secure funds for growth investments through equity financing while limiting the increase in its financial burden.

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.
Notice Regarding the Issuance of New Shares by Third-Party Allotment, Changes in the Controlling Shareholder, Who Is the Largest Shareholder, and Reductions in the Amounts of Capital Stock and Capital Reserve | MARCHE CORPORATION (7524) timely disclosure | Komori