Details of issuance or disposal
Issuance of Series 3 stock acquisition rights through a third-party allotment (change in the number issued)
11,730,000 potential shares (117,300 stock acquisition rights, 100 shares per right)
The lower thin line represents the existing number of shares to which these shares will be added.
¥41,289,600
98.38% (of total shares issued); 99.48% (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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Series 3 stock acquisition rights through a third-party allotment (change in the number issued) |
| Number of shares to be issued or disposed of | 11,730,000 potential shares (117,300 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | ¥352 per stock acquisition right |
| Total issue value | ¥41,289,600 |
| Amount of funds to be raised | Total exercise payment of ¥3,819,820,700; estimated net proceeds of ¥3,809,690,700 |
| Estimated issuance expenses | ¥10,130,000 |
| Specific use of funds | Details Business funds for the subsidiary Cloud Bank Financial Services Co., Ltd. / Amount ¥742 million / Scheduled timing of expenditures May 2026 to March 2028, Details Business funds for the subsidiary Cloud Bank Capital Co., Ltd. / Amount ¥1,200 million / Scheduled timing of expenditures May 2026 to March 2028, Details Business funds for the subsidiary 日本クラウド証券株式会社 and funding for the bullion business / Amount ¥115 million / Scheduled timing of expenditures May 2026 to March 2028, Details Purchase and acquisition funding for the bullion business / Amount ¥1,294 million / Scheduled timing of expenditures May 2026 to March 2028 |
| Intended allottee | Name AU投資事業組合 / Number of Shares 117,300 units (11,730,000 potential shares) |
| Dilution Rate | 98.38% (of total shares issued); 99.48% (of total voting rights) |
| Total number of issued shares | 13,570,982 shares → 26,922,682 shares(98.38%) |
| Exercise price | ¥283. Whether there is an adjustment provision and the adjustment floor: not disclosed |
| Exercise period | 15 April 2026 to 14 April 2028 |
| Number of Stock Acquisition Rights | Total number issued: 117,300 units. Number of unexercised rights remaining: not disclosed |
| Procedures under the Corporate Code of Conduct | An opinion letter regarding the necessity and appropriateness of the third-party allotment was obtained on 25 March 2026 from a special committee comprising 3 outside experts with no interests in either the Company or the intended allottee. An additional opinion letter regarding the change in the number issued was obtained as of 7 April 2026. |
| Most recent equity financing | Timing Dated 19 November 2025 / Type Offering of Series 3 stock acquisition rights through a third-party allotment / Amount Not disclosed |
| Impact on Business Performance | The impact of this change on purchase and acquisition funding for the bullion business is immaterial, and there will be no impact on the Company's use of funds or business plans. |
Items this document does not state (12)
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 adjust the dilution rate while reducing the impact on existing shareholders. As the total exercise payment will decrease due to the reduction in the number issued, the planned amount allocated to funding the bullion business was also changed from ¥1,341 million to ¥1,294 million.