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Share Issuance and Disposal8542TOMATO BANK,LTD.Banks

Notice Regarding the Issuance of Series 3 Class A Preferred Shares Through a Third-Party Allotment, the Acquisition and Cancellation of Series 2 Class A Preferred Shares, and the Reduction in the Amounts of Capital and Capital Reserve

The company will issue 700,000 Series 3 Class A preferred shares through a third-party allotment and raise ¥7 billion. The entire amount raised will be used to acquire and cancel 1,000,000 Series 2 Class A preferred shares, while stated capital and capital reserves will each be reduced by ¥3.5 billion.

Worth reading
80Important
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
7000000000
Yen
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of Series 3 Class A preferred shares through a third-party allotment

Who receives how much700,000Shares

700,000 shares (new shares)

株式会社中国銀行100,000 shares
朝日生命保険相互会社100,000 shares
中国総合信用株式会社100,000 shares
THE TOTTORI BANK,LTD.50,000 shares
山佐株式会社50,000 shares
West Holdings Corporation50,000 shares
株式会社日本政策投資銀行30,000 shares
Tokyo Century Corporation30,000 shares
笠岡信用組合30,000 shares
おかやま信用金庫20,000 shares
玉島信用金庫20,000 shares
備前日生信用金庫20,000 shares
津山信用金庫20,000 shares
備北信用金庫20,000 shares
株式会社豊和銀行20,000 shares
The Ehime Bank,Ltd.10,000 shares
吉備信用金庫10,000 shares
GLORY LTD.10,000 shares
全国保証株式会社10,000 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥10,000 per share
Total issue value

¥7,000,000,000

Amount of funds to be raised
Total payment amount: ¥7,000,000,000; estimated net proceeds: ¥6,942,000,000
Estimated issuance expenses
¥58,000,000
Specific use of funds
Funds for redemption of Series 2 Class A preferred sharesAmount ¥6,942,000,000 / Scheduled timing of expenditures 11 December 2026
発行済株式総数

Maximum 52.95% (61,018 voting rights attributable to the common shares to be delivered, against total voting rights of 115,233)

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 株式会社中国銀行 / Shareholding ratio 14.28% (Series 3 Class A preferred shares)Name 朝日生命保険相互会社 / Shareholding ratio 14.28% (Series 3 Class A preferred shares)Name 中国総合信用株式会社 / Shareholding ratio 14.28% (Series 3 Class A preferred shares)Name THE TOTTORI BANK,LTD. / Shareholding ratio 7.14% (Series 3 Class A preferred shares)Name 山佐株式会社 / Shareholding ratio 7.14% (Series 3 Class A preferred shares)Name West Holdings Corporation / Shareholding ratio 7.14% (Series 3 Class A preferred shares)
Intended allottee's holding policy
The company has confirmed that each proposed allottee intends to hold the Series 3 Class A preferred shares over the medium to long term.
Payment date
11 December 2026
Basis for determining the amount to be paid
The issue price was set at ¥10,000 after taking into account the valuation of ¥9,907 to ¥10,075 per share under a binomial lattice model by an independent third-party valuation institution, as well as the results of negotiations, the business environment and financial position. No discount or premium to the share price is stated.
Procedures under the Corporate Code of Conduct
In accordance with TSE rules, opinions on the necessity and appropriateness of the third-party allotment were obtained from all 3 outside corporate auditors.
Most recent equity financing
Timing December 2016 / Type Issuance of Series 1 Class A preferred shares / Amount ¥7 billion, Timing December 2021 / Type Issuance of Series 2 Class A preferred shares / Amount JPY 10 billion
Impact on Business Performance
This third-party allotment will have no direct impact on financial results. The standalone capital adequacy ratio is expected to remain in the mid-8% range at the end of March 2027.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Series 3 Class A preferred shares through a third-party allotment
Number of shares to be issued or disposed of700,000 shares (new shares)
Issue price and disposal price¥10,000 per share
Total issue value¥7,000,000,000
Amount of funds to be raisedTotal payment amount: ¥7,000,000,000; estimated net proceeds: ¥6,942,000,000
Estimated issuance expenses¥58,000,000
Specific use of fundsDetails Funds for redemption of Series 2 Class A preferred shares / Amount ¥6,942,000,000 / Scheduled timing of expenditures 11 December 2026
Payment date11 December 2026
Intended allotteeName 株式会社中国銀行 / Number of Shares 100,000 shares, Name 朝日生命保険相互会社 / Number of Shares 100,000 shares, Name 中国総合信用株式会社 / Number of Shares 100,000 shares, Name THE TOTTORI BANK,LTD. / Number of Shares 50,000 shares, Name 山佐株式会社 / Number of Shares 50,000 shares, Name West Holdings Corporation / Number of Shares 50,000 shares, Name 株式会社日本政策投資銀行 / Number of Shares 30,000 shares, Name Tokyo Century Corporation / Number of Shares 30,000 shares, Name 笠岡信用組合 / Number of Shares 30,000 shares, Name おかやま信用金庫 / Number of Shares 20,000 shares, Name 玉島信用金庫 / Number of Shares 20,000 shares, Name 備前日生信用金庫 / Number of Shares 20,000 shares, Name 津山信用金庫 / Number of Shares 20,000 shares, Name 備北信用金庫 / Number of Shares 20,000 shares, Name 株式会社豊和銀行 / Number of Shares 20,000 shares, Name The Ehime Bank,Ltd. / Number of Shares 10,000 shares, Name 吉備信用金庫 / Number of Shares 10,000 shares, Name GLORY LTD. / Number of Shares 10,000 shares, Name 全国保証株式会社 / Number of Shares 10,000 shares
Intended allottee's holding policyThe company has confirmed that each proposed allottee intends to hold the Series 3 Class A preferred shares over the medium to long term.
Dilution RateMaximum 52.95% (61,018 voting rights attributable to the common shares to be delivered, against total voting rights of 115,233)
Basis for determining the amount to be paidThe issue price was set at ¥10,000 after taking into account the valuation of ¥9,907 to ¥10,075 per share under a binomial lattice model by an independent third-party valuation institution, as well as the results of negotiations, the business environment and financial position. No discount or premium to the share price is stated.
Procedures under the Corporate Code of ConductIn accordance with TSE rules, opinions on the necessity and appropriateness of the third-party allotment were obtained from all 3 outside corporate auditors.
Most recent equity financingTiming December 2016 / Type Issuance of Series 1 Class A preferred shares / Amount ¥7 billion, Timing December 2021 / Type Issuance of Series 2 Class A preferred shares / Amount JPY 10 billion
Major shareholders after the offeringName 株式会社中国銀行 / Shareholding ratio 14.28% (Series 3 Class A preferred shares), Name 朝日生命保険相互会社 / Shareholding ratio 14.28% (Series 3 Class A preferred shares), Name 中国総合信用株式会社 / Shareholding ratio 14.28% (Series 3 Class A preferred shares), Name THE TOTTORI BANK,LTD. / Shareholding ratio 7.14% (Series 3 Class A preferred shares), Name 山佐株式会社 / Shareholding ratio 7.14% (Series 3 Class A preferred shares), Name West Holdings Corporation / Shareholding ratio 7.14% (Series 3 Class A preferred shares)
Impact on Business PerformanceThis third-party allotment will have no direct impact on financial results. The standalone capital adequacy ratio is expected to remain in the mid-8% range at the end of March 2027.
Items this document does not state (12)
Total number of issued sharesExercise 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 Ratio

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 raise capital qualifying as core capital under the domestic Basel III standards and to stably maintain and secure its capital adequacy ratio. The funds raised will be used to redeem the Series 2 Class A preferred shares, thereby avoiding or reducing the burden of future conversion into common shares and dividend payments.

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Notice Regarding the Issuance of Series 3 Class A Preferred Shares Through a Third-Party Allotment, the Acquisition and Cancellation of Series 2 Class A Preferred Shares, and the Reduction in the Amounts of Capital and Capital Reserve | TOMATO BANK,LTD. (8542) timely disclosure | Komori