Acquisition and cancellation of the Third Series of Stock Acquisition Rights, issuance through a third-party allotment of new shares, the First and Second Series of unsecured convertible bonds with stock acquisition rights, and the Fourth Series of Stock Acquisition Rights, execution of a business and capital alliance agreement, and change in parent company
NICHIRYOKU CO.,LTD.
The En no Sono columbarium in Myogadani, new small-scale funeral halls primarily in Yokohama, Kanagawa Prefecture, the end-of-life planning support service “SouSou,” and the Company’s core system
The Third Series of Stock Acquisition Rights remained largely unexercised because the share price was frequently below the minimum exercise price of ¥146, making it difficult to raise the funds originally planned in a timely manner. The Company also had funding needs for growth investments and M&A to enhance corporate value.
Related procedures
Third-party committee procedures under the Code of Corporate Conduct in connection with substantial dilution, and filings under the Financial Instruments and Exchange Act
Tokyo Stock Exchange
Company response
A third-party committee was established. 株式会社赤坂国際会計 was engaged to assess the value of the First and Second Series of Convertible Bonds with Stock Acquisition Rights and the Fourth Series of Stock Acquisition Rights. リスクプロ株式会社 was engaged to investigate whether the prospective allottees and other relevant parties had any ties to antisocial forces. The name of the committee chair and the date of establishment of the third-party committee were not disclosed.
On 7 May 2026, the Company plans to acquire and cancel the Third Series of Stock Acquisition Rights, receive payment for the shares and convertible bonds with stock acquisition rights to be issued, and allot the stock acquisition rights to be issued. The funds raised will be allocated to the acquisition of a columbarium business, M&A, the opening of funeral halls, repayment of borrowings, marketing, system investments, and other purposes. For M&A and other initiatives, the Company will proceed with due diligence, execution of definitive agreements, and other procedures, and plans to make timely disclosure promptly if any matter requiring disclosure arises.
The Company plans to make timely disclosure promptly if any matter requiring disclosure arises. If the exercise commitment clause ceases to apply, the Company plans to disclose the monthly exercise status of MSCBs and other instruments.
| Item | Details |
|---|---|
| Event name | Acquisition and cancellation of the Third Series of Stock Acquisition Rights, issuance through a third-party allotment of new shares, the First and Second Series of unsecured convertible bonds with stock acquisition rights, and the Fourth Series of Stock Acquisition Rights, execution of a business and capital alliance agreement, and change in parent company |
| Date of occurrence | 16 April 2026 (date of Board of Directors resolution) |
| Subject Entity | NICHIRYOKU CO.,LTD. |
| Target Locations / Products | The En no Sono columbarium in Myogadani, new small-scale funeral halls primarily in Yokohama, Kanagawa Prefecture, the end-of-life planning support service “SouSou,” and the Company’s core system |
| Cause | The Third Series of Stock Acquisition Rights remained largely unexercised because the share price was frequently below the minimum exercise price of ¥146, making it difficult to raise the funds originally planned in a timely manner. The Company also had funding needs for growth investments and M&A to enhance corporate value. |
| Type of litigation or proceeding | Third-party committee procedures under the Code of Corporate Conduct in connection with substantial dilution, and filings under the Financial Instruments and Exchange Act |
| Court or authority | Tokyo Stock Exchange |
| Investigation structure | A third-party committee was established. 株式会社赤坂国際会計 was engaged to assess the value of the First and Second Series of Convertible Bonds with Stock Acquisition Rights and the Fourth Series of Stock Acquisition Rights. リスクプロ株式会社 was engaged to investigate whether the prospective allottees and other relevant parties had any ties to antisocial forces. The name of the committee chair and the date of establishment of the third-party committee were not disclosed. |
| Outlook | On 7 May 2026, the Company plans to acquire and cancel the Third Series of Stock Acquisition Rights, receive payment for the shares and convertible bonds with stock acquisition rights to be issued, and allot the stock acquisition rights to be issued. The funds raised will be allocated to the acquisition of a columbarium business, M&A, the opening of funeral halls, repayment of borrowings, marketing, system investments, and other purposes. For M&A and other initiatives, the Company will proceed with due diligence, execution of definitive agreements, and other procedures, and plans to make timely disclosure promptly if any matter requiring disclosure arises. |
| Planned follow-up disclosure | The Company plans to make timely disclosure promptly if any matter requiring disclosure arises. If the exercise commitment clause ceases to apply, the Company plans to disclose the monthly exercise status of MSCBs and other instruments. |
Items this document does not state (15)
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 Third Series of Stock Acquisition Rights remained largely unexercised because the share price was frequently below the minimum exercise price of ¥146, making it difficult to raise the funds originally planned in a timely manner. At the same time, the Company had funding needs to acquire a columbarium business, pursue M&A, open funeral halls, conduct marketing, and invest in systems to enhance corporate value. As these initiatives would be difficult to implement simultaneously using cash flow from existing businesses alone, the Company stated that it would undertake a new fund-raising.