Worth reading
90Important
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
70.01
% (dilution ratio relative to the total number of issued shares represented by the potential shares of 26,100,000)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance by third-party allotment of the 20th stock acquisition rights (with exercise price adjustment clause) and issuance of the 1st unsecured ordinary corporate bonds (privately placed bonds), and partial acquisition and cancellation of the 19th stock acquisition rights
Who receives how much
20th stock acquisition rights: 261,000 units (100 shares per stock acquisition right; potential shares: 26,100,000)
Long Corridor Alpha Opportunities Master Fund193,140 units (equivalent to 19,314,000 shares)
MAP246 Segregated Portfolio, a segregated portfolio of LMA SPC20,880 units (equivalent to 2,088,000 shares)
BEMAP Master Fund Ltd.46,980 units (equivalent to 4,698,000 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.
20th stock acquisition rights: ¥50 per unit. 1st unsecured ordinary corporate bonds: ¥95 per ¥100 of face value. Acquisition price of the 19th stock acquisition rights: ¥348 per unit.
Total issue value
20th stock acquisition rights: ¥13,050,000. 1st unsecured ordinary corporate bonds: total face value of ¥200,000,000 and total payment amount of ¥190,000,000. Acquisition price of the 19th stock acquisition rights: ¥95,393,412 in total (274,119 units at ¥348 per unit)
Amount of funds to be raised
Total payment amount: ¥2,414,250,000; estimated net proceeds: ¥2,272,362,500
Estimated issuance expenses
¥141,887,500
Specific use of funds
Working capitalAmount ¥300 million / Scheduled timing of expenditures July 2026 to July 2027
Funds for M&A and investments in listed companies and other entitiesAmount ¥800 million / Scheduled timing of expenditures July 2026 to July 2029
Funds for investments and loans to operating companies and other entitiesAmount ¥552 million / Scheduled timing of expenditures July 2026 to July 2029
Repayment of corporate bondsAmount ¥200 million / Scheduled timing of expenditures July 2026 to July 2027
Debt RepaymentAmount ¥420 million / Scheduled timing of expenditures July 2026 to November 2027
Existing Shares and Increase
+70.01%Rate of increase
37,281,119 shares63,381,119Shares
70.01% (voting rights ratio: 70.45%). Including the existing 19th stock acquisition rights and other instruments, the dilution ratio is 181.67% (voting rights ratio: 182.82%).
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
Initial exercise price: ¥92. The exercise price will be adjusted to an amount equivalent to 90% of the TSE closing price on the adjustment reference date. The minimum exercise price is ¥46, with no maximum exercise price.
Exercise period
23 July 2026 to 22 July 2029
Number of Stock Acquisition Rights
The total issuance of the 20th stock acquisition rights is 261,000 units. The unexercised balance is Not disclosed. The company will acquire and cancel 274,119 units of the 19th stock acquisition rights, leaving 82,000 units outstanding after the cancellation.
Reason for acquisition without consideration
On or after the date on which all of these corporate bonds have been redeemed, the company may, by giving notice no later than 1 month in advance, acquire all or part of the outstanding stock acquisition rights at an amount equivalent to their issue price.
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
Transfers of these stock acquisition rights require the approval of the company's board of directors. Sales of shares acquired through exercise on the exchange market require the company's prior consent, except when a contractual right of release has arisen.
Offering structure
Major shareholders after the offering
The major shareholders and their shareholdings after the offering are not disclosed because the proposed allottees have not agreed to hold the securities for an extended period. The major shareholders before the offering include PHILLIP SECURITIES(HONG KONG) LIMITED at 12.60% and SEACASTLE SINGAPORE PTE. LTD. at 6.85%, among others.
Intended allottee's holding policy
The intended purpose is investment, and in principle the allottees do not intend to hold the securities for an extended period. They plan to sell them in the market or off-auction based on the share price trend. Sales on the exchange market will, in principle, require the company's prior consent.
Payment date
22 July 2026
Basis for determining the amount to be paid
The amount was determined with reference to a valuation of ¥50 per unit based on a Monte Carlo simulation conducted by an independent valuation institution. The initial exercise price of ¥92 is the closing price on the trading day immediately preceding the date of the issuance resolution. The adjusted exercise price will be 90% of the closing price on the adjustment reference date, and the minimum exercise price will be ¥46, equivalent to 50% of the closing price on the immediately preceding trading day.
Procedures under the Corporate Code of Conduct
Because the dilution ratio will be at least 25%, the company obtained an opinion on the necessity and appropriateness of the transaction from an independent third-party committee. The committee consists of 3 members: Otani Ryusei (大谷龍生), Hikasa Makiya (日笠真木哉), and Toyosaki Osamu (豊﨑修). The company obtained the committee's written opinion on 6 July 2026.
Most recent equity financing
Timing Dated 10 February 2026 / Type New shares and the 19th stock acquisition rights issued by third-party allotment / Amount Total issue price of the 19th stock acquisition rights: ¥136 million; planned proceeds from exercise: ¥8,200 million, Timing PR information dated 29 December 2025 / Type Underwriting of the 13th stock acquisition rights of Wintest Corp. / Amount Proceeds: approximately ¥700 million, Timing Not disclosed / Type Underwriting of new shares and stock acquisition rights of KURAMOTO CO.,LTD. / Amount Not disclosed
Impact on Business Performance
The impact of this fundraising on financial results has not yet been determined and will be announced promptly once known. The allocation of the funds raised is expected to contribute to the early and sustainable stabilization of management and improvement of the equity ratio.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance by third-party allotment of the 20th stock acquisition rights (with exercise price adjustment clause) and issuance of the 1st unsecured ordinary corporate bonds (privately placed bonds), and partial acquisition and cancellation of the 19th stock acquisition rights |
| Number of shares to be issued or disposed of | 20th stock acquisition rights: 261,000 units (100 shares per stock acquisition right; potential shares: 26,100,000) |
| Issue price and disposal price | 20th stock acquisition rights: ¥50 per unit. 1st unsecured ordinary corporate bonds: ¥95 per ¥100 of face value. Acquisition price of the 19th stock acquisition rights: ¥348 per unit. |
| Total issue value | 20th stock acquisition rights: ¥13,050,000. 1st unsecured ordinary corporate bonds: total face value of ¥200,000,000 and total payment amount of ¥190,000,000. Acquisition price of the 19th stock acquisition rights: ¥95,393,412 in total (274,119 units at ¥348 per unit) |
| Amount of funds to be raised | Total payment amount: ¥2,414,250,000; estimated net proceeds: ¥2,272,362,500 |
| Estimated issuance expenses | ¥141,887,500 |
| Specific use of funds | Details Working capital / Amount ¥300 million / Scheduled timing of expenditures July 2026 to July 2027, Details Funds for M&A and investments in listed companies and other entities / Amount ¥800 million / Scheduled timing of expenditures July 2026 to July 2029, Details Funds for investments and loans to operating companies and other entities / Amount ¥552 million / Scheduled timing of expenditures July 2026 to July 2029, Details Repayment of corporate bonds / Amount ¥200 million / Scheduled timing of expenditures July 2026 to July 2027, Details Debt Repayment / Amount ¥420 million / Scheduled timing of expenditures July 2026 to November 2027 |
| Payment date | 22 July 2026 |
| Intended allottee | Name Long Corridor Alpha Opportunities Master Fund / Number of Shares 193,140 units (equivalent to 19,314,000 shares), Name MAP246 Segregated Portfolio, a segregated portfolio of LMA SPC / Number of Shares 20,880 units (equivalent to 2,088,000 shares), Name BEMAP Master Fund Ltd. / Number of Shares 46,980 units (equivalent to 4,698,000 shares) |
| Intended allottee's holding policy | The intended purpose is investment, and in principle the allottees do not intend to hold the securities for an extended period. They plan to sell them in the market or off-auction based on the share price trend. Sales on the exchange market will, in principle, require the company's prior consent. |
| Dilution Rate | 70.01% (voting rights ratio: 70.45%). Including the existing 19th stock acquisition rights and other instruments, the dilution ratio is 181.67% (voting rights ratio: 182.82%). |
| Total number of issued shares | 37,281,119 shares (as of 28 February 2026) → 63,381,119 shares (calculated on the assumption that all of the 20th stock acquisition rights are exercised)（70.01％） |
| Basis for determining the amount to be paid | The amount was determined with reference to a valuation of ¥50 per unit based on a Monte Carlo simulation conducted by an independent valuation institution. The initial exercise price of ¥92 is the closing price on the trading day immediately preceding the date of the issuance resolution. The adjusted exercise price will be 90% of the closing price on the adjustment reference date, and the minimum exercise price will be ¥46, equivalent to 50% of the closing price on the immediately preceding trading day. |
| Exercise price | Initial exercise price: ¥92. The exercise price will be adjusted to an amount equivalent to 90% of the TSE closing price on the adjustment reference date. The minimum exercise price is ¥46, with no maximum exercise price. |
| Exercise period | 23 July 2026 to 22 July 2029 |
| Number of Stock Acquisition Rights | The total issuance of the 20th stock acquisition rights is 261,000 units. The unexercised balance is Not disclosed. The company will acquire and cancel 274,119 units of the 19th stock acquisition rights, leaving 82,000 units outstanding after the cancellation. |
| Conditions for lifting transfer restrictions | Transfers of these stock acquisition rights require the approval of the company's board of directors. Sales of shares acquired through exercise on the exchange market require the company's prior consent, except when a contractual right of release has arisen. |
| Reason for acquisition without consideration | On or after the date on which all of these corporate bonds have been redeemed, the company may, by giving notice no later than 1 month in advance, acquire all or part of the outstanding stock acquisition rights at an amount equivalent to their issue price. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio will be at least 25%, the company obtained an opinion on the necessity and appropriateness of the transaction from an independent third-party committee. The committee consists of 3 members: Otani Ryusei (大谷龍生), Hikasa Makiya (日笠真木哉), and Toyosaki Osamu (豊﨑修). The company obtained the committee's written opinion on 6 July 2026. |
| Most recent equity financing | Timing Dated 10 February 2026 / Type New shares and the 19th stock acquisition rights issued by third-party allotment / Amount Total issue price of the 19th stock acquisition rights: ¥136 million; planned proceeds from exercise: ¥8,200 million, Timing PR information dated 29 December 2025 / Type Underwriting of the 13th stock acquisition rights of Wintest Corp. / Amount Proceeds: approximately ¥700 million, Timing Not disclosed / Type Underwriting of new shares and stock acquisition rights of KURAMOTO CO.,LTD. / Amount Not disclosed |
| Major shareholders after the offering | The major shareholders and their shareholdings after the offering are not disclosed because the proposed allottees have not agreed to hold the securities for an extended period. The major shareholders before the offering include PHILLIP SECURITIES(HONG KONG) LIMITED at 12.60% and SEACASTLE SINGAPORE PTE. LTD. at 6.85%, among others. |
| Impact on Business Performance | The impact of this fundraising on financial results has not yet been determined and will be announced promptly once known. The allocation of the funds raised is expected to contribute to the early and sustainable stabilization of management and improvement of the equity ratio. |
Items this document does not state (6)
Transfer restriction periodCategories 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.Because the share price has remained below the exercise price of the 19th stock acquisition rights, fundraising has not progressed sufficiently, and the company will therefore acquire and cancel a portion of them. The company states that the new bonds and the stock acquisition rights with an exercise price adjustment clause will enable it to secure more flexibly and reliably the funds needed for working capital, growth investments, investments and loans, and the repayment of corporate bonds and borrowings.
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