Worth reading
84Important
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
135.08
% (dilution rate for the entire program)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of Series 2 unsecured convertible bonds with stock acquisition rights through a third-party allotment
Who receives how much970,880Shares
970,880 potential shares (whether new shares or treasury shares: Not disclosed)
Long Corridor Alpha Opportunities Master Fund728,160 shares
MAP246 Segregated Portfolio, a segregated portfolio of LMA SPC97,088 shares
BEMAP Master Fund Ltd.145,632 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.
Bonds: ¥90 per ¥100 of the principal amount of each bond; stock acquisition rights: no consideration
Total issue value
¥180,000,000 (summary in the body of the notice). The total offering amount of the bonds under the terms of issue is ¥200,000,000
Amount of funds to be raised
Total amount to be paid in: ¥180,000,000; estimated net proceeds: ¥180,000,000
Estimated issuance expenses
－ (difficult to present for the 2nd Series alone)
Specific use of funds
Expenses related to capital and business alliances, including M&A, and the acquisition of shares in subsidiariesAmount ¥133.333 million / Scheduled timing of expenditures August 2026 to June 2028
AI infrastructure investmentAmount ¥46.666 million / Scheduled timing of expenditures September 2026 to June 2028
発行済株式総数
135.08% (total dilution from these stock acquisition rights and the 1st through 3rd Series Bonds with Stock Acquisition Rights, etc. The dilution rate for the 2nd Series alone is Not disclosed)
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
The initial conversion price is ¥206. A provision calls for the price to be revised on 6 January 2027 to the closing price on the immediately preceding trading day. The minimum conversion price is ¥206, subject to adjustment
Exercise period
From 7 July 2026 to 6 July 2028 (until 2 banking business days before the applicable redemption date in the event of early redemption)
Number of Stock Acquisition Rights
20 stock acquisition rights issued in total; number of unexercised rights: Not disclosed
Intended allottee's holding policy
Transfers require approval by the company's Board of Directors. The policy regarding medium- to long-term holding, pure investment or sale is Not disclosed
Payment date
6 July 2026
Basis for determining the amount to be paid
TFA, an independent valuation institution, conducted a Monte Carlo simulation. The valuation date was 18 June 2026, with an assumed share price of ¥174 and a conversion price of ¥206. The ¥206 conversion price represents an 18.39% premium to the closing price of ¥174 on the immediately preceding trading day, an 8.50% premium to the one-month average closing price of ¥189.87, a 17.83% discount to the three-month average closing price of ¥250.69, and a 35.22% discount to the six-month average closing price of ¥317.99
Procedures under the Corporate Code of Conduct
Under Article 432 of the Securities Listing Regulations, an independent committee was established to examine the necessity and appropriateness of the financing. The independent committee expressed the opinion that the financing should be approved. The company also obtained opinions from all 3 Audit and Supervisory Committee members that the issue terms were not particularly advantageous and were lawful
Most recent equity financing
Timing 8 July 2025 / Type 2nd Series Stock Acquisition Rights / Amount Not disclosed, Timing 20 May 2026 / Type First Series Unsecured Convertible Bonds with Stock Acquisition Rights / Amount ¥180,000,000
Impact on Business Performance
The company states that it aims to strengthen and expand its business foundation through the use of the proceeds and to enhance corporate and shareholder value. The specific impact on earnings is Not disclosed
Total amount of convertible bonds
¥200,000,000 under the terms of issue
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Series 2 unsecured convertible bonds with stock acquisition rights through a third-party allotment |
| Number of shares to be issued or disposed of | 970,880 potential shares (whether new shares or treasury shares: Not disclosed) |
| Issue price and disposal price | Bonds: ¥90 per ¥100 of the principal amount of each bond; stock acquisition rights: no consideration |
| Total issue value | ¥180,000,000 (summary in the body of the notice). The total offering amount of the bonds under the terms of issue is ¥200,000,000 |
| Amount of funds to be raised | Total amount to be paid in: ¥180,000,000; estimated net proceeds: ¥180,000,000 |
| Estimated issuance expenses | － (difficult to present for the 2nd Series alone) |
| Specific use of funds | Details Expenses related to capital and business alliances, including M&A, and the acquisition of shares in subsidiaries / Amount ¥133.333 million / Scheduled timing of expenditures August 2026 to June 2028, Details AI infrastructure investment / Amount ¥46.666 million / Scheduled timing of expenditures September 2026 to June 2028 |
| Payment date | 6 July 2026 |
| Intended allottee | Name Long Corridor Alpha Opportunities Master Fund / Number of Shares 728,160 shares, Name MAP246 Segregated Portfolio, a segregated portfolio of LMA SPC / Number of Shares 97,088 shares, Name BEMAP Master Fund Ltd. / Number of Shares 145,632 shares |
| Intended allottee's holding policy | Transfers require approval by the company's Board of Directors. The policy regarding medium- to long-term holding, pure investment or sale is Not disclosed |
| Dilution Rate | 135.08% (total dilution from these stock acquisition rights and the 1st through 3rd Series Bonds with Stock Acquisition Rights, etc. The dilution rate for the 2nd Series alone is Not disclosed) |
| Total number of issued shares | 7,106,900 shares (as of 30 April 2026) → Not disclosed |
| Basis for determining the amount to be paid | TFA, an independent valuation institution, conducted a Monte Carlo simulation. The valuation date was 18 June 2026, with an assumed share price of ¥174 and a conversion price of ¥206. The ¥206 conversion price represents an 18.39% premium to the closing price of ¥174 on the immediately preceding trading day, an 8.50% premium to the one-month average closing price of ¥189.87, a 17.83% discount to the three-month average closing price of ¥250.69, and a 35.22% discount to the six-month average closing price of ¥317.99 |
| Exercise price | The initial conversion price is ¥206. A provision calls for the price to be revised on 6 January 2027 to the closing price on the immediately preceding trading day. The minimum conversion price is ¥206, subject to adjustment |
| Exercise period | From 7 July 2026 to 6 July 2028 (until 2 banking business days before the applicable redemption date in the event of early redemption) |
| Number of Stock Acquisition Rights | 20 stock acquisition rights issued in total; number of unexercised rights: Not disclosed |
| Procedures under the Corporate Code of Conduct | Under Article 432 of the Securities Listing Regulations, an independent committee was established to examine the necessity and appropriateness of the financing. The independent committee expressed the opinion that the financing should be approved. The company also obtained opinions from all 3 Audit and Supervisory Committee members that the issue terms were not particularly advantageous and were lawful |
| Most recent equity financing | Timing 8 July 2025 / Type 2nd Series Stock Acquisition Rights / Amount Not disclosed, Timing 20 May 2026 / Type First Series Unsecured Convertible Bonds with Stock Acquisition Rights / Amount ¥180,000,000 |
| Impact on Business Performance | The company states that it aims to strengthen and expand its business foundation through the use of the proceeds and to enhance corporate and shareholder value. The specific impact on earnings is Not disclosed |
| Total amount of convertible bonds | ¥200,000,000 under the terms of issue |
Items this document does not state (9)
Transfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor shareholders after the offering
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 secure funding through the 2nd Series Bonds with Stock Acquisition Rights and apply the proceeds to capital and business alliances, including M&A, the acquisition of shares in subsidiaries, and AI infrastructure investment. The company states that these uses of funds will strengthen its business foundation and corporate value and benefit existing shareholders even after taking dilution into account.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.