Worth reading
78Important
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
16008439600
Japanese yen (approximate net proceeds)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of new shares through a third-party allotment
Who receives how much5,082,000Shares
5,082,000 common shares
GIC Private Limited5,082,000 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥3,195 per share
Total issue value
¥16,236,990,000
Amount of funds to be raised
Total payment amount: ¥16,236,990,000; estimated net proceeds: ¥16,008,439,600
Estimated issuance expenses
Estimated issuance expenses: ¥228,550,400
Specific use of funds
Investment in opening new stores and renovating existing storesAmount ¥4,008,439,600 / Scheduled timing of expenditures August 2026 to March 2028
DX and AI-related investments, including SCMAmount ¥8,000,000,000 / Scheduled timing of expenditures March 2027 to February 2029
Strategic investments and M&AAmount ¥4,000,000,000 / Scheduled timing of expenditures August 2026 to February 2031
Existing Shares and Increase
+2.67%Rate of increase
189,992,514 shares195,074,514Shares
2.67% of total issued shares and 2.81% 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 株式会社スギ商事 / Shareholding ratio 36.40％Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 9.29％Name 株式会社スギアセット / Shareholding ratio 4.87％Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 4.33％Name GIC Private Limited (standing proxy: 株式会社三菱ＵＦＪ銀行) / Shareholding ratio 2.86％Name STATE STREET BANK AND TRUST COMPANY 505223 (standing proxy: 株式会社みずほ銀行決済営業部) / Shareholding ratio 2.84％Name CEP LUX-ORBIS SICAV (standing proxy: シティバンク、エヌ・エイ東京支店) / Shareholding ratio 2.17％Name STATE STREET BANK AND TRUST COMPANY 505103 (standing proxy: 株式会社みずほ銀行決済営業部) / Shareholding ratio 1.76％Name STATE STREET BANK AND TRUST COMPANY 505001 (standing proxy: 株式会社みずほ銀行決済営業部) / Shareholding ratio 1.68％Name SMBC Nikko Securities Inc. / Shareholding ratio 1.51％
Intended allottee's holding policy
There are no specific agreements regarding the allottee's holding policy. The Company plans to obtain a written undertaking consenting, among other matters, to immediately report in writing to the Company the details of any transfer of all or part of these new shares during the 2-year period following payment.
Payment date
27 July 2026
Basis for determining the amount to be paid
¥3,195, calculated as 97.2% of the closing price of ¥3,287 on 8 July 2026. This represents a 3.53% premium to the 1-month average of ¥3,086, a 3.10% premium to the 3-month average of ¥3,099, and a 4.46% discount to the 6-month average of ¥3,344.
Procedures under the Corporate Code of Conduct
As 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.
Impact on Business Performance
The impact on the full-year consolidated earnings forecast for the fiscal year ending February 2027 is expected to be minor. If any impact requiring disclosure becomes apparent, the Company will promptly disclose it.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares through a third-party allotment |
| Number of shares to be issued or disposed of | 5,082,000 common shares |
| Issue price and disposal price | ¥3,195 per share |
| Total issue value | ¥16,236,990,000 |
| Amount of funds to be raised | Total payment amount: ¥16,236,990,000; estimated net proceeds: ¥16,008,439,600 |
| Estimated issuance expenses | Estimated issuance expenses: ¥228,550,400 |
| Specific use of funds | Details Investment in opening new stores and renovating existing stores / Amount ¥4,008,439,600 / Scheduled timing of expenditures August 2026 to March 2028, Details DX and AI-related investments, including SCM / Amount ¥8,000,000,000 / Scheduled timing of expenditures March 2027 to February 2029, Details Strategic investments and M&A / Amount ¥4,000,000,000 / Scheduled timing of expenditures August 2026 to February 2031 |
| Payment date | 27 July 2026 |
| Intended allottee | Name GIC Private Limited / Number of Shares 5,082,000 shares |
| Intended allottee's holding policy | There are no specific agreements regarding the allottee's holding policy. The Company plans to obtain a written undertaking consenting, among other matters, to immediately report in writing to the Company the details of any transfer of all or part of these new shares during the 2-year period following payment. |
| Dilution Rate | 2.67% of total issued shares and 2.81% of total voting rights |
| Total number of issued shares | 189,992,514 shares → 195,074,514 shares（2.67％） |
| Basis for determining the amount to be paid | ¥3,195, calculated as 97.2% of the closing price of ¥3,287 on 8 July 2026. This represents a 3.53% premium to the 1-month average of ¥3,086, a 3.10% premium to the 3-month average of ¥3,099, and a 4.46% discount to the 6-month average of ¥3,344. |
| Procedures under the Corporate Code of Conduct | As 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. |
| Major shareholders after the offering | Name 株式会社スギ商事 / Shareholding ratio 36.40％, Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 9.29％, Name 株式会社スギアセット / Shareholding ratio 4.87％, Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 4.33％, Name GIC Private Limited (standing proxy: 株式会社三菱ＵＦＪ銀行) / Shareholding ratio 2.86％, Name STATE STREET BANK AND TRUST COMPANY 505223 (standing proxy: 株式会社みずほ銀行決済営業部) / Shareholding ratio 2.84％, Name CEP LUX-ORBIS SICAV (standing proxy: シティバンク、エヌ・エイ東京支店) / Shareholding ratio 2.17％, Name STATE STREET BANK AND TRUST COMPANY 505103 (standing proxy: 株式会社みずほ銀行決済営業部) / Shareholding ratio 1.76％, Name STATE STREET BANK AND TRUST COMPANY 505001 (standing proxy: 株式会社みずほ銀行決済営業部) / Shareholding ratio 1.68％, Name SMBC Nikko Securities Inc. / Shareholding ratio 1.51％ |
| Impact on Business Performance | The impact on the full-year consolidated earnings forecast for the fiscal year ending February 2027 is expected to be minor. If any impact requiring disclosure becomes apparent, the Company will promptly disclose it. |
Items this document does not state (12)
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 RatioMost recent equity financing
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 secure the growth investment funds required under the new medium-term management plan, preserve available bank borrowing capacity, and strengthen the Company's ability to respond to M&A opportunities amid industry consolidation. The Company also aims to build a long-term strategic partnership with GIC Private Limited and leverage it to support overseas expansion and enhance its shareholder base.
How to read this page
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