Worth reading
87Important
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
244000
Shares (potential shares)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the Third and Fourth Series of Stock Acquisition Rights with Exercise Price Adjustment Clauses through a Third-Party Allotment (with Suspension Designation Clauses)
Who receives how much
Total potential shares: 244,000 (Third Series: 165,000; Fourth Series: 79,000; 100 shares per stock acquisition right)
Mizuho Securities Co., Ltd.Equivalent to 165,000 shares for the Third Series and 79,000 shares for the Fourth Series (potential shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥754 per Third Series stock acquisition right and ¥84 per Fourth Series stock acquisition right
Total issue value
¥1,310,460 (Third Series: ¥1,244,100; Fourth Series: ¥66,360)
Amount of funds to be raised
Total amount paid in: ¥673,790,460; estimated net proceeds: ¥663,790,460
Estimated issuance expenses
¥10,000,000
Specific use of funds
Capital expenditure-related costs associated with opening new Company-operated storesAmount ¥450 million / Scheduled timing of expenditures August 2026 to January 2029 (¥50 million in the fiscal year ending January 2027, ¥200 million in the fiscal year ending January 2028, and ¥200 million in the fiscal year ending January 2029)
Refurbishment of existing Company-operated stores and repairs to in-store equipment and other facilitiesAmount ¥100 million / Scheduled timing of expenditures August 2026 to January 2029 (¥25 million in the fiscal year ending January 2027, ¥50 million in the fiscal year ending January 2028, and ¥25 million in the fiscal year ending January 2029)
Personnel costs, recruitment costs and other expenses associated with opening new storesAmount ¥113.790 million / Scheduled timing of expenditures August 2026 to January 2029 (¥25 million in the fiscal year ending January 2027, ¥50 million in the fiscal year ending January 2028, and ¥38.790 million in the fiscal year ending January 2029)
Existing Shares and Increase
+9.97%Rate of increase
2,447,320 shares2,691,320Shares
Up to 9.97% (up to 9.98% based on 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.
Terms of the stock acquisition rights
Exercise price
The initial exercise price for the Third Series is ¥2,510, with a floor of ¥1,910. The initial exercise price for the Fourth Series is ¥3,270, with a floor of ¥3,270. Both series have share-price-linked adjustment clauses.
Exercise period
From 7 July 2026 through 6 July 2028
Number of Stock Acquisition Rights
Total issued: 2,440 (Third Series: 1,650; Fourth Series: 790). Number of unexercised rights: Not disclosed.
Reason for acquisition without consideration
The Company will acquire and cancel all of the stock acquisition rights at an amount equal to their issue price if the Company's Board of Directors resolves that their acquisition is necessary, on 6 July 2028, in the event of a corporate reorganization, or if the Company is designated as a security under supervision, a security under special alert, or a security to be delisted, or is delisted.
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Conditions for lifting transfer restrictions
Transfer of these stock acquisition rights to a third party is prohibited except with the approval of the Company's Board of Directors.
Offering structure
Underwriter / lead underwriter
Mizuho Securities Co., Ltd.
Intended allottee's holding policy
Any transfer of these stock acquisition rights to a third party requires approval by the Company's Board of Directors. The common shares delivered upon exercise will not be held for an extended period, and the allottee plans to sell them promptly, taking into account the share price and market conditions.
Payment date
6 July 2026
Basis for determining the amount to be paid
The issue prices of the stock acquisition rights were determined with reference to valuation ranges calculated using a Monte Carlo simulation. The exercise prices are ¥2,510 for the Third Series and ¥3,270 for the Fourth Series. Upon adjustment, the exercise price will be 92% of the Tokyo Stock Exchange closing price on the trading day before the adjustment date, representing an 8% discount.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and there will be no change in the controlling shareholder, neither an opinion from an independent third party nor a procedure to confirm shareholders' intent is required. All 3 Audit & Supervisory Board Members have opined that the issue terms are lawful.
Most recent equity financing
Timing 30 October 2023 / Type Public Offering / Amount ¥662,048,000 (estimated net proceeds), Timing 29 November 2023 / Type Issuance of new shares through a third-party allotment (in connection with an over-allotment) / Amount ¥99,257,200 (estimated net proceeds)
Impact on Business Performance
This financing will have no impact on the earnings forecast for the current fiscal year.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the Third and Fourth Series of Stock Acquisition Rights with Exercise Price Adjustment Clauses through a Third-Party Allotment (with Suspension Designation Clauses) |
| Number of shares to be issued or disposed of | Total potential shares: 244,000 (Third Series: 165,000; Fourth Series: 79,000; 100 shares per stock acquisition right) |
| Issue price and disposal price | ¥754 per Third Series stock acquisition right and ¥84 per Fourth Series stock acquisition right |
| Total issue value | ¥1,310,460 (Third Series: ¥1,244,100; Fourth Series: ¥66,360) |
| Amount of funds to be raised | Total amount paid in: ¥673,790,460; estimated net proceeds: ¥663,790,460 |
| Estimated issuance expenses | ¥10,000,000 |
| Specific use of funds | Details Capital expenditure-related costs associated with opening new Company-operated stores / Amount ¥450 million / Scheduled timing of expenditures August 2026 to January 2029 (¥50 million in the fiscal year ending January 2027, ¥200 million in the fiscal year ending January 2028, and ¥200 million in the fiscal year ending January 2029), Details Refurbishment of existing Company-operated stores and repairs to in-store equipment and other facilities / Amount ¥100 million / Scheduled timing of expenditures August 2026 to January 2029 (¥25 million in the fiscal year ending January 2027, ¥50 million in the fiscal year ending January 2028, and ¥25 million in the fiscal year ending January 2029), Details Personnel costs, recruitment costs and other expenses associated with opening new stores / Amount ¥113.790 million / Scheduled timing of expenditures August 2026 to January 2029 (¥25 million in the fiscal year ending January 2027, ¥50 million in the fiscal year ending January 2028, and ¥38.790 million in the fiscal year ending January 2029) |
| Payment date | 6 July 2026 |
| Intended allottee | Name Mizuho Securities Co., Ltd. / Number of Shares Equivalent to 165,000 shares for the Third Series and 79,000 shares for the Fourth Series (potential shares) |
| Intended allottee's holding policy | Any transfer of these stock acquisition rights to a third party requires approval by the Company's Board of Directors. The common shares delivered upon exercise will not be held for an extended period, and the allottee plans to sell them promptly, taking into account the share price and market conditions. |
| Dilution Rate | Up to 9.97% (up to 9.98% based on total voting rights) |
| Total number of issued shares | 2,447,320 shares → 2,691,320 shares (if all stock acquisition rights are exercised)（9.97％） |
| Basis for determining the amount to be paid | The issue prices of the stock acquisition rights were determined with reference to valuation ranges calculated using a Monte Carlo simulation. The exercise prices are ¥2,510 for the Third Series and ¥3,270 for the Fourth Series. Upon adjustment, the exercise price will be 92% of the Tokyo Stock Exchange closing price on the trading day before the adjustment date, representing an 8% discount. |
| Exercise price | The initial exercise price for the Third Series is ¥2,510, with a floor of ¥1,910. The initial exercise price for the Fourth Series is ¥3,270, with a floor of ¥3,270. Both series have share-price-linked adjustment clauses. |
| Exercise period | From 7 July 2026 through 6 July 2028 |
| Number of Stock Acquisition Rights | Total issued: 2,440 (Third Series: 1,650; Fourth Series: 790). Number of unexercised rights: Not disclosed. |
| Conditions for lifting transfer restrictions | Transfer of these stock acquisition rights to a third party is prohibited except with the approval of the Company's Board of Directors. |
| Reason for acquisition without consideration | The Company will acquire and cancel all of the stock acquisition rights at an amount equal to their issue price if the Company's Board of Directors resolves that their acquisition is necessary, on 6 July 2028, in the event of a corporate reorganization, or if the Company is designated as a security under supervision, a security under special alert, or a security to be delisted, or is delisted. |
| Underwriter / lead underwriter | Mizuho Securities Co., Ltd. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is less than 25% and there will be no change in the controlling shareholder, neither an opinion from an independent third party nor a procedure to confirm shareholders' intent is required. All 3 Audit & Supervisory Board Members have opined that the issue terms are lawful. |
| Most recent equity financing | Timing 30 October 2023 / Type Public Offering / Amount ¥662,048,000 (estimated net proceeds), Timing 29 November 2023 / Type Issuance of new shares through a third-party allotment (in connection with an over-allotment) / Amount ¥99,257,200 (estimated net proceeds) |
| Impact on Business Performance | This financing will have no impact on the earnings forecast for the current fiscal year. |
Items this document does not state (6)
Transfer restriction periodCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split RatioMajor 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.To fund capital expenditures related to opening new Company-operated stores, refurbishment and repairs at existing stores, and personnel and recruitment costs associated with new store openings, with the aim of expanding the store network and strengthening earnings power and the financial base.
How to read this page
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