Details of issuance or disposal
Issuance of new shares through a share delivery
764,235 common shares (minimum number of new shares to be issued)
More than ¥10 million and less than ¥100 million
1.84% (expected)
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 new shares through a share delivery |
| Number of shares to be issued or disposed of | 764,235 common shares (minimum number of new shares to be issued) |
| Total issue value | More than ¥10 million and less than ¥100 million |
| Amount of funds to be raised | No cash consideration. Estimated net proceeds: Not disclosed |
| Intended allottee | Category 6 existing shareholders of FEI / Number of Shares Not disclosed |
| Intended allottee's holding policy | There is no agreement requiring continued ownership, but the shareholders intend to hold the shares over the medium to long term. It has been confirmed that they may sell the shares if corporate value and the share price rise. |
| Dilution Rate | 1.84% (expected) |
| Total number of issued shares | 41,618,119 shares (as of 6 July 2026) → At least 42,382,354 shares (assuming the minimum number of new shares is added to the number of shares outstanding before the issuance)(1.84% (expected)) |
| Basis for determining the amount to be paid | The share delivery ratio was determined with reference to the valuation performed by TFA, an independent third-party valuation institution. abc株式会社's shares were valued at ¥65–¥123 under the market price method, based on the closing price and the one-, three- and six-month volume-weighted average prices as of the valuation date of 20 August 2026. FEI's shares were valued at ¥6,613–¥8,083 under the discounted cash flow method. The calculated share delivery ratio ranged from 53.77 to 124.35, and the actual ratio is 1:111. The discount or premium rate is Not disclosed. |
| Exercise price | Not applicable (no stock acquisition rights will be issued) |
| Number of Stock Acquisition Rights | Not applicable (no stock acquisition rights will be issued) |
| Categories and Number of Persons Covered | 6 existing shareholders of FEI. The number of shares allocated to each shareholder is Not disclosed. |
| Procedures under the Corporate Code of Conduct | An appraisal report on the share delivery ratio was obtained on 20 August 2026 from Tokyo Financial Advisors Co., Ltd., an independent third-party valuation institution. As this is a simplified share delivery, shareholder approval is not expected to be required. |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending August 2026 and the fiscal year ending August 2027 and beyond is currently under review, and details will be disclosed promptly once known. The amount of goodwill or negative goodwill to be recognized has also not been determined at this time. |
Items this document does not state (14)
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.The transaction is intended to create synergies with the new media and live-event businesses, incorporate influencer marketing and IP monetization capabilities, monetize existing IP and events, and strengthen the recurring-revenue base through store-oriented SaaS. Another reason is to share incentives with FEI's founders and key members to enhance corporate value over the medium to long term while limiting cash outflows.