Details of issuance or disposal
Issuance of new shares by third-party allotment
6,000,000 common shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥996,000,000
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares by third-party allotment |
| Number of shares to be issued or disposed of | 6,000,000 common shares |
| Issue price and disposal price | ¥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 | Details 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 date | 29 June 2026 |
| Intended allottee | Name TENPOS HOLDINGS Co.,Ltd. / Number of Shares 6,000,000 shares |
| 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. |
| Dilution Rate | 56.87% (59.87% of total voting rights) |
| Total number of issued shares | 10,550,690 shares → 16,550,690 shares(56.87%) |
| 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 |
| 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% |
| 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. |
Items this document does not state (11)
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.