Worth reading
81Important
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
12024557026
Yen (total amount payable)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of Stock Acquisition Rights Through a Third-Party Allotment, Issuance of unsecured convertible bonds with stock acquisition rights by third-party allotment
発行・処分する株式数
Stock Acquisition Rights Potential shares at the initial exercise price: 816,900 shares (potential shares at the minimum exercise price: 907,700 shares) / Bonds with Share Acquisition Rights Potential shares at the initial conversion price: 4,084,900 shares (potential shares at the minimum conversion price: 4,539,200 shares)
Intended allottee
Name AP PS Ⅳ S2, L.P. / Number of Shares Not disclosed
Stock Acquisition Rights ¥100 per right / Bonds with Share Acquisition Rights ¥100.24 per ¥100 principal amount of each bond
Total issue value
Stock Acquisition Rights ¥816,900 / Bonds with Share Acquisition Rights Equivalent to ¥10,023,152,026 (the aggregate principal amount of the offered bonds under the issuance terms is ¥9,999,969,000)
Amount of funds to be raised
Total payment amount ¥12,024,557,026 / Estimated net proceeds ¥12,001,477,026
Estimated issuance expenses
¥23,080,000
Specific use of funds
Repayment of borrowings used to acquire treasury sharesAmount ¥10,000 million / Scheduled timing of expenditures May 2026
Additional investment for growth in the overseas writing instruments businessAmount ¥1,501 million / Scheduled timing of expenditures May 2026 to May 2031
Additional investment to optimize the global supply chainAmount ¥500 million / Scheduled timing of expenditures May 2026 to May 2031
Existing Shares and Increase
+8.16%Rate of increase
60,042,592 shares64,944,392Shares
8.16% (based on total shares outstanding, at the initial prices) / 9.07% (based on total voting rights, at the initial prices)
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
Initially ¥2,448. The terms provide for downward adjustment on each adjustment date based on the average closing price for the latest 20 consecutive trading days. Minimum ¥2,203. The conversion price will be adjusted in the same manner.
Exercise period
20 May 2026 to 20 May 2031
Number of Stock Acquisition Rights
8,169 stock acquisition rights. Unexercised balance: Not disclosed. 49 stock acquisition rights attached to convertible bonds. Unconverted balance: Not disclosed.
Reason for acquisition without consideration
In the event of becoming a wholly owned subsidiary through a merger, share exchange, share transfer or share delivery, a change in control, delisting, or the announcement of plans for any of these events, all rights may be acquired at ¥100 per right.
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.
Transfer restriction period
Exercise and conversion are not permitted from 19 May 2026 to 18 May 2027. From 19 May 2027 to 18 May 2029, the cumulative number of shares delivered will be restricted for each period.
Conditions for lifting transfer restrictions
All stock acquisition rights may be exercised or converted from 19 May 2029 onward. Exceptions to the restrictions apply in the event of certain early redemption events, breaches of contract or other specified circumstances.
Offering structure
Major shareholders after the offering
Name AP PS Ⅳ S2, L.P. / Shareholding ratio 7.95％Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 5.89％Name The Bank of Yokohama, Ltd. / Shareholding ratio 4.59％Name 三菱鉛筆取引先持株会 / Shareholding ratio 3.97％Name Sumitomo Mitsui Banking Corporation / Shareholding ratio 3.90％Name Sumitomo Mitsui Trust Bank, Limited / Shareholding ratio 3.85％Name 大同生命保険株式会社 / Shareholding ratio 3.80％Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 3.31％Name 明治安田生命保険相互会社 / Shareholding ratio 2.62％Name Mizuho Bank, Ltd. / Shareholding ratio 2.50％
Intended allottee's holding policy
The allottee does not intend to transfer the stock acquisition rights or the convertible bonds with stock acquisition rights to a third party within a short period after the allotment. However, it intends to sell the common shares delivered upon exercise or conversion after taking into account the company's performance, dividend payments and market conditions. The rights will not be exercised or converted from 19 May 2026 to 18 May 2027, and the volume of exercise and conversion will be restricted from 19 May 2027 to 18 May 2029.
Payment date
19 May 2026
Basis for determining the amount to be paid
The initial exercise and conversion price of ¥2,448 is equal to the average closing price for the 20 business days preceding and including 28 April 2026. This represents a 0.45% premium to the closing price of ¥2,437 on 28 April 2026. The minimum price of ¥2,203 is 10% below the initial price and represents a 9.60% discount to the closing price. The issue price of the stock acquisition rights is equal to the valuation determined by an independent valuation institution.
Procedures under the Corporate Code of Conduct
Because 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 shareholder intent are not required.
Impact on Business Performance
The impact on the group's results for the current fiscal year of issuing the stock acquisition rights and convertible bonds with stock acquisition rights through this third-party allotment is expected to be minor.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Stock Acquisition Rights Through a Third-Party Allotment, Issuance of unsecured convertible bonds with stock acquisition rights by third-party allotment |
| Number of shares to be issued or disposed of | Stock Acquisition Rights Potential shares at the initial exercise price: 816,900 shares (potential shares at the minimum exercise price: 907,700 shares) / Bonds with Share Acquisition Rights Potential shares at the initial conversion price: 4,084,900 shares (potential shares at the minimum conversion price: 4,539,200 shares) |
| Issue price and disposal price | Stock Acquisition Rights ¥100 per right / Bonds with Share Acquisition Rights ¥100.24 per ¥100 principal amount of each bond |
| Total issue value | Stock Acquisition Rights ¥816,900 / Bonds with Share Acquisition Rights Equivalent to ¥10,023,152,026 (the aggregate principal amount of the offered bonds under the issuance terms is ¥9,999,969,000) |
| Amount of funds to be raised | Total payment amount ¥12,024,557,026 / Estimated net proceeds ¥12,001,477,026 |
| Estimated issuance expenses | ¥23,080,000 |
| Specific use of funds | Details Repayment of borrowings used to acquire treasury shares / Amount ¥10,000 million / Scheduled timing of expenditures May 2026, Details Additional investment for growth in the overseas writing instruments business / Amount ¥1,501 million / Scheduled timing of expenditures May 2026 to May 2031, Details Additional investment to optimize the global supply chain / Amount ¥500 million / Scheduled timing of expenditures May 2026 to May 2031 |
| Payment date | 19 May 2026 |
| Intended allottee | Name AP PS Ⅳ S2, L.P. / Number of Shares Not disclosed |
| Intended allottee's holding policy | The allottee does not intend to transfer the stock acquisition rights or the convertible bonds with stock acquisition rights to a third party within a short period after the allotment. However, it intends to sell the common shares delivered upon exercise or conversion after taking into account the company's performance, dividend payments and market conditions. The rights will not be exercised or converted from 19 May 2026 to 18 May 2027, and the volume of exercise and conversion will be restricted from 19 May 2027 to 18 May 2029. |
| Dilution Rate | 8.16% (based on total shares outstanding, at the initial prices) / 9.07% (based on total voting rights, at the initial prices) |
| Total number of issued shares | 60,042,592 shares → 64,944,392 shares（8.16％） |
| Basis for determining the amount to be paid | The initial exercise and conversion price of ¥2,448 is equal to the average closing price for the 20 business days preceding and including 28 April 2026. This represents a 0.45% premium to the closing price of ¥2,437 on 28 April 2026. The minimum price of ¥2,203 is 10% below the initial price and represents a 9.60% discount to the closing price. The issue price of the stock acquisition rights is equal to the valuation determined by an independent valuation institution. |
| Exercise price | Initially ¥2,448. The terms provide for downward adjustment on each adjustment date based on the average closing price for the latest 20 consecutive trading days. Minimum ¥2,203. The conversion price will be adjusted in the same manner. |
| Exercise period | 20 May 2026 to 20 May 2031 |
| Number of Stock Acquisition Rights | 8,169 stock acquisition rights. Unexercised balance: Not disclosed. 49 stock acquisition rights attached to convertible bonds. Unconverted balance: Not disclosed. |
| Transfer restriction period | Exercise and conversion are not permitted from 19 May 2026 to 18 May 2027. From 19 May 2027 to 18 May 2029, the cumulative number of shares delivered will be restricted for each period. |
| Conditions for lifting transfer restrictions | All stock acquisition rights may be exercised or converted from 19 May 2029 onward. Exceptions to the restrictions apply in the event of certain early redemption events, breaches of contract or other specified circumstances. |
| Reason for acquisition without consideration | In the event of becoming a wholly owned subsidiary through a merger, share exchange, share transfer or share delivery, a change in control, delisting, or the announcement of plans for any of these events, all rights may be acquired at ¥100 per right. |
| Procedures under the Corporate Code of Conduct | Because 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 shareholder intent are not required. |
| Major shareholders after the offering | Name AP PS Ⅳ S2, L.P. / Shareholding ratio 7.95％, Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 5.89％, Name The Bank of Yokohama, Ltd. / Shareholding ratio 4.59％, Name 三菱鉛筆取引先持株会 / Shareholding ratio 3.97％, Name Sumitomo Mitsui Banking Corporation / Shareholding ratio 3.90％, Name Sumitomo Mitsui Trust Bank, Limited / Shareholding ratio 3.85％, Name 大同生命保険株式会社 / Shareholding ratio 3.80％, Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 3.31％, Name 明治安田生命保険相互会社 / Shareholding ratio 2.62％, Name Mizuho Bank, Ltd. / Shareholding ratio 2.50％ |
| Impact on Business Performance | The impact on the group's results for the current fiscal year of issuing the stock acquisition rights and convertible bonds with stock acquisition rights through this third-party allotment is expected to be minor. |
Items this document does not state (6)
Categories 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 fund growth investments aimed at achieving its long-term vision and medium-term management plan, support growth in its overseas writing instruments business, optimize its global supply chain, and repay borrowings used to acquire treasury shares. The company also aims to enhance corporate value by receiving management, financial, sales and recruitment support from Advantage Partners.
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