Worth reading
65In focus
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
500
¥100 million (net proceeds)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of Euro-yen convertible bonds with stock acquisition rights, subject to acquisition provisions, due 2031
Intended allottee
Offering in overseas markets, primarily Europe and Asia excluding the United States, through individual purchase underwriting for the entire amount by the lead-managing underwriters. The names and number of individual investors are Not disclosed
Amount of funds to be raised
Approximately ¥50.0 billion in net proceeds from the issuance. Estimated net proceeds after expenses are Not disclosed
Specific use of funds
Loans and other investment and financing funds for the Company's subsidiaries. The funds will be used for Epios Card Co., Ltd. and other subsidiaries to pay settlement amounts to member merchants and make advance payments to member merchants, as well as for the development of systems and digital infrastructure and other funding needs associated with business operations at the Company's other subsidiariesAmount Approximately ¥35.0 billion / Scheduled timing of expenditures By the end of September 2026
Funds for the acquisition of treasury shares. If treasury shares are acquired before the payment date, part of the proceeds will be used to repay cash on hand or borrowings used for that acquisitionAmount Approximately ¥15 billion / Scheduled timing of expenditures By 15 May 2027
発行済株式総数
Not calculated because the conversion price has not yet been determined
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 conversion price has not been set and will be no lower than the closing price on the date the underwriting agreement is signed. Following issuance, it will be adjusted in certain circumstances, including the issuance of shares or disposal of treasury shares at a paid-in amount below market value and stock splits or consolidations
Exercise period
From 23 September 2026 to 16 September 2031 (local time at the place where exercise requests are accepted)
Number of Stock Acquisition Rights
5,000 stock acquisition rights plus the number attached to substitute bonds with stock acquisition rights. The number of unexercised rights is Not disclosed
Offering structure
Underwriter / lead underwriter
Nomura International plc (sole bookrunner and joint lead-managing underwriter)
Categories and Number of Persons Covered
Not applicable (the issuance is not for compensation purposes)
Payment date
9 September 2026 (London time)
Basis for determining the amount to be paid
The initial conversion price will be determined by taking into account investor demand and other market conditions, provided that it is not less than the closing price of the Company's common shares on the date the underwriting agreement is signed. The issue price is 102.5% of the principal amount of the bonds
Impact on Business Performance
There is no change to the earnings forecast for the current fiscal year.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Euro-yen convertible bonds with stock acquisition rights, subject to acquisition provisions, due 2031 |
| Issue price and disposal price | 102.5% of the principal amount of each bond (¥10 million per bond) |
| Amount of funds to be raised | Approximately ¥50.0 billion in net proceeds from the issuance. Estimated net proceeds after expenses are Not disclosed |
| Specific use of funds | Details Loans and other investment and financing funds for the Company's subsidiaries. The funds will be used for Epios Card Co., Ltd. and other subsidiaries to pay settlement amounts to member merchants and make advance payments to member merchants, as well as for the development of systems and digital infrastructure and other funding needs associated with business operations at the Company's other subsidiaries / Amount Approximately ¥35.0 billion / Scheduled timing of expenditures By the end of September 2026, Details Funds for the acquisition of treasury shares. If treasury shares are acquired before the payment date, part of the proceeds will be used to repay cash on hand or borrowings used for that acquisition / Amount Approximately ¥15 billion / Scheduled timing of expenditures By 15 May 2027 |
| Payment date | 9 September 2026 (London time) |
| Intended allottee | Offering in overseas markets, primarily Europe and Asia excluding the United States, through individual purchase underwriting for the entire amount by the lead-managing underwriters. The names and number of individual investors are Not disclosed |
| Dilution Rate | Not calculated because the conversion price has not yet been determined |
| Basis for determining the amount to be paid | The initial conversion price will be determined by taking into account investor demand and other market conditions, provided that it is not less than the closing price of the Company's common shares on the date the underwriting agreement is signed. The issue price is 102.5% of the principal amount of the bonds |
| Exercise price | The initial conversion price has not been set and will be no lower than the closing price on the date the underwriting agreement is signed. Following issuance, it will be adjusted in certain circumstances, including the issuance of shares or disposal of treasury shares at a paid-in amount below market value and stock splits or consolidations |
| Exercise period | From 23 September 2026 to 16 September 2031 (local time at the place where exercise requests are accepted) |
| Number of Stock Acquisition Rights | 5,000 stock acquisition rights plus the number attached to substitute bonds with stock acquisition rights. The number of unexercised rights is Not disclosed |
| Categories and Number of Persons Covered | Not applicable (the issuance is not for compensation purposes) |
| Underwriter / lead underwriter | Nomura International plc (sole bookrunner and joint lead-managing underwriter) |
| Impact on Business Performance | There is no change to the earnings forecast for the current fiscal year. |
Items this document does not state (14)
Number of shares to be issued or disposed ofTotal issue valueEstimated issuance expensesIntended allottee's holding policyTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor 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 meet funding needs arising from increases in operating receivables accompanying the expansion of the fintech business and the development of systems and digital infrastructure, and to mitigate the short-term impact on the supply and demand of the Company's shares through the acquisition of treasury shares, thereby improving capital efficiency and shareholder returns.
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