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Share Issuance and Disposal7578NICHIRYOKU CO.,LTD.Retail

Notice Concerning the Transfer of Stock Acquisition Rights and Bonds with Stock Acquisition Rights, and the Revision of the Exercise Price of Stock Acquisition Rights

The Company approved the transfer by certain allottees to a GP fund of some of the already-issued Series 4 Stock Acquisition Rights and Series 2 Convertible Bonds with Stock Acquisition Rights. The exercise price of the Series 4 Stock Acquisition Rights was also revised from ¥103 to ¥63.

Worth reading
68In focus
Scored from 3 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
40
Reduction in the exercise price per share, in yen
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Revision of the exercise price of Stock Acquisition Rights with an exercise-price revision clause and approval of the transfer of already-issued Stock Acquisition Rights and Bonds with Stock Acquisition Rights

Intended allottee
Name GP Listed Company Investment Limited Liability Partnership / Subject 90,982 Series 4 Stock Acquisition Rights (underlying 9,098,200 common shares) and 20 Series 2 unsecured convertible bonds with Stock Acquisition Rights
Terms of the stock acquisition rights
Exercise price
¥103 before revision and ¥63 after revision. The exercise-price revision clause applies. The revised price is 90% of the closing price on the Friday preceding the revision date, rounded up to the nearest yen, subject to a floor of ¥57.
Number of Stock Acquisition Rights
Total issued: 170,982; outstanding and unexercised as of 30 July 2026: 170,982
Intended allottee's holding policy
The purpose of the acquisition is portfolio investment, not the acquisition of management control or becoming a controlling shareholder. The policy is to exercise the Stock Acquisition Rights and handle the common shares acquired through exercise with due consideration for market conditions, the Company's share price and the liquidity of the Company's shares. The Stock Acquisition Rights will be exercised in stages, taking into account market conditions, the share price, liquidity and the Company's funding needs.
Most recent equity financing
Timing 7 May 2026 / Type Series 4 Stock Acquisition Rights (with an exercise-price revision clause) / Amount Not disclosed, Timing 7 May 2026 / Type 2nd Series Unsecured Convertible Bonds with Stock Acquisition Rights (with conversion price adjustment clauses) / Amount ¥190,000,000
Impact on Business Performance
The impact of this matter on business performance is expected to be minor. If it becomes clear that the matter will have a material impact, the Company will promptly disclose it.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalRevision of the exercise price of Stock Acquisition Rights with an exercise-price revision clause and approval of the transfer of already-issued Stock Acquisition Rights and Bonds with Stock Acquisition Rights
Intended allotteeName GP Listed Company Investment Limited Liability Partnership / Subject 90,982 Series 4 Stock Acquisition Rights (underlying 9,098,200 common shares) and 20 Series 2 unsecured convertible bonds with Stock Acquisition Rights
Intended allottee's holding policyThe purpose of the acquisition is portfolio investment, not the acquisition of management control or becoming a controlling shareholder. The policy is to exercise the Stock Acquisition Rights and handle the common shares acquired through exercise with due consideration for market conditions, the Company's share price and the liquidity of the Company's shares. The Stock Acquisition Rights will be exercised in stages, taking into account market conditions, the share price, liquidity and the Company's funding needs.
Exercise price¥103 before revision and ¥63 after revision. The exercise-price revision clause applies. The revised price is 90% of the closing price on the Friday preceding the revision date, rounded up to the nearest yen, subject to a floor of ¥57.
Number of Stock Acquisition RightsTotal issued: 170,982; outstanding and unexercised as of 30 July 2026: 170,982
Most recent equity financingTiming 7 May 2026 / Type Series 4 Stock Acquisition Rights (with an exercise-price revision clause) / Amount Not disclosed, Timing 7 May 2026 / Type 2nd Series Unsecured Convertible Bonds with Stock Acquisition Rights (with conversion price adjustment clauses) / Amount ¥190,000,000
Impact on Business PerformanceThe impact of this matter on business performance is expected to be minor. If it becomes clear that the matter will have a material impact, the Company will promptly disclose it.
Items this document does not state (21)
Number of shares to be issued or disposed ofIssue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesBasis for determining the amount to be paidExercise periodTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor shareholders after the offering

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.

LCAO, MAP246 and BEMAP applied to transfer the Stock Acquisition Rights and Bonds with Stock Acquisition Rights they hold to a GP fund for the purpose of investing in new projects, and the Company determined that this would improve the potential for raising funds. The exercise price was revised to advance fundraising as far as possible and promote the exercise of the Stock Acquisition Rights.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Transfer of Stock Acquisition Rights and Bonds with Stock Acquisition Rights, and the Revision of the Exercise Price of Stock Acquisition Rights | NICHIRYOKU CO.,LTD. (7578) timely disclosure | Komori