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Share Issuance and Disposal9238VALUE CREATION CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares by Way of Third-Party Allotment

The Company will issue 251,256 new common shares through a third-party allotment and raise approximately ¥100 million. The proceeds will be used for investment in personnel for the Marketing DX business and working capital for the Real Estate DX business.

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Mixed performance
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Shares
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How definitive the wording is.

Details of issuance or disposal

Issuance of new shares through a third-party allotment

Who receives how much251,256Shares

New shares: 251,256 common shares

株式会社 Kobayashi Family Capital251,256 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥398 per share
Total issue value

¥99,999,888

Amount of funds to be raised
Total payment amount: ¥99,999,888; estimated net proceeds: ¥95,208,388
Estimated issuance expenses
Estimated issuance expenses: ¥4,791,500
Specific use of funds
Investment in personnel for Marketing DXAmount ¥55 million / Scheduled timing of expenditures August 2026 to October 2026
Working capital for the Real Estate DX businessAmount ¥40 million / Scheduled timing of expenditures August 2026 to October 2026
Existing Shares and Increase
+10.68%Rate of increase
2,350,680 shares2,601,936Shares

10.68% of the total number of shares issued and 10.92% of the total number of 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.

Terms of the stock acquisition rights
Number of Stock Acquisition Rights
The number of shares underlying the unexercised share acquisition rights is 223,800. Number of share acquisition rights: Not disclosed
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.

Transfer restriction period
Transfers within 2 years of the payment date are subject to a reporting obligation
Offering structure
Major shareholders after the offering
Name 合同会社ひまわり / Shareholding ratio 50.99%Name 株式会社 Kobayashi Family Capital / Shareholding ratio 9.85%Name Shintani Akito (新谷晃人) / Shareholding ratio 4.50%Name Nishida Kenji (西田憲司) / Shareholding ratio 1.33%Name Osakaya Yusuke (大坂谷優介) / Shareholding ratio 1.07%Name Cacco Inc. / Shareholding ratio 0.89%Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 0.88%Name Toyono Keita (豊野桂太) / Shareholding ratio 0.71%Name Noritomi Kenya (乗冨健矢) / Shareholding ratio 0.67%
Stock Split Ratio2 common shares for each 1 common share, effective 16 March 2024
Intended allottee's holding policy
The proposed allottee intends to hold the common shares acquired through this third-party allotment over the medium to long term. The Company plans to obtain a written undertaking covering, among other matters, the requirement to report in writing to the Company if all or part of the shares are transferred within 2 years of the payment date.
Payment date
31 July 2026
Basis for determining the amount to be paid
The closing price on 14 July 2026 was ¥398. This represents a 2.73% premium to the average price of ¥387.41 for the preceding 1 month, a 17.30% discount to the average price of ¥481.23 for the preceding 3 months, and a 41.88% discount to the average price of ¥684.84 for the preceding 6 months.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures for confirming shareholder approval are not required.
Most recent equity financing
Timing Payment made on 21 November 2023 / Type Issuance of new shares / Amount ¥167,914 thousand (estimated net proceeds) / Number of shares issued 150,400 shares
Impact on Business Performance
The Company expects this third-party allotment to have a minor impact on results for the fiscal year ending February 2027.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a third-party allotment
Number of shares to be issued or disposed ofNew shares: 251,256 common shares
Issue price and disposal price¥398 per share
Total issue value¥99,999,888
Amount of funds to be raisedTotal payment amount: ¥99,999,888; estimated net proceeds: ¥95,208,388
Estimated issuance expensesEstimated issuance expenses: ¥4,791,500
Specific use of fundsDetails Investment in personnel for Marketing DX / Amount ¥55 million / Scheduled timing of expenditures August 2026 to October 2026, Details Working capital for the Real Estate DX business / Amount ¥40 million / Scheduled timing of expenditures August 2026 to October 2026
Payment date31 July 2026
Intended allotteeName 株式会社 Kobayashi Family Capital / Number of Shares 251,256 shares
Intended allottee's holding policyThe proposed allottee intends to hold the common shares acquired through this third-party allotment over the medium to long term. The Company plans to obtain a written undertaking covering, among other matters, the requirement to report in writing to the Company if all or part of the shares are transferred within 2 years of the payment date.
Dilution Rate10.68% of the total number of shares issued and 10.92% of the total number of voting rights
Total number of issued shares2,350,680 shares → 2,601,936 shares(10.69%)
Basis for determining the amount to be paidThe closing price on 14 July 2026 was ¥398. This represents a 2.73% premium to the average price of ¥387.41 for the preceding 1 month, a 17.30% discount to the average price of ¥481.23 for the preceding 3 months, and a 41.88% discount to the average price of ¥684.84 for the preceding 6 months.
Number of Stock Acquisition RightsThe number of shares underlying the unexercised share acquisition rights is 223,800. Number of share acquisition rights: Not disclosed
Transfer restriction periodTransfers within 2 years of the payment date are subject to a reporting obligation
Stock Split Ratio2 common shares for each 1 common share, effective 16 March 2024
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures for confirming shareholder approval are not required.
Most recent equity financingTiming Payment made on 21 November 2023 / Type Issuance of new shares / Amount ¥167,914 thousand (estimated net proceeds) / Number of shares issued 150,400 shares
Major shareholders after the offeringName 合同会社ひまわり / Shareholding ratio 50.99%, Name 株式会社 Kobayashi Family Capital / Shareholding ratio 9.85%, Name Shintani Akito (新谷晃人) / Shareholding ratio 4.50%, Name Nishida Kenji (西田憲司) / Shareholding ratio 1.33%, Name Osakaya Yusuke (大坂谷優介) / Shareholding ratio 1.07%, Name Cacco Inc. / Shareholding ratio 0.89%, Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 0.88%, Name Toyono Keita (豊野桂太) / Shareholding ratio 0.71%, Name Noritomi Kenya (乗冨健矢) / Shareholding ratio 0.67%
Impact on Business PerformanceThe Company expects this third-party allotment to have a minor impact on results for the fiscal year ending February 2027.
Items this document does not state (8)
Exercise priceExercise periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotment

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 purpose is to eliminate the excess liabilities, strengthen shareholders' equity, secure working capital and invest in business growth. The Company also expects business synergies with the proposed allottee and an expansion of its customer base.

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Notice Regarding the Issuance of New Shares by Way of Third-Party Allotment | VALUE CREATION CO.,LTD. (9238) timely disclosure | Komori