Details of issuance or disposal
Issuance of new shares through a third-party allotment
New shares: 251,256 common shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥99,999,888
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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares through a third-party allotment |
| Number of shares to be issued or disposed of | New shares: 251,256 common shares |
| Issue price and disposal price | ¥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 | Details 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 date | 31 July 2026 |
| Intended allottee | Name 株式会社 Kobayashi Family Capital / Number of Shares 251,256 shares |
| 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. |
| Dilution Rate | 10.68% of the total number of shares issued and 10.92% of the total number of voting rights |
| Total number of issued shares | 2,350,680 shares → 2,601,936 shares(10.69%) |
| 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. |
| 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 |
| Transfer restriction period | Transfers within 2 years of the payment date are subject to a reporting obligation |
| Stock Split Ratio | 2 common shares for each 1 common share, effective 16 March 2024 |
| 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 |
| 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% |
| 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. |
Items this document does not state (8)
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.