Worth reading
83Important
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
2200000000
¥Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of First Series Unsecured Convertible Bonds with Stock Acquisition Rights by third-party allotment
発行・処分する株式数3,583,061Shares
潜在株式数 3,583,061株（新株予約権付社債が全て転換された場合）
Intended allottee
Capital Trust Co., Ltd. (nominal allottee). The actual allottee is AHG Cayman Ltd.
¥100 per ¥100 face value of each bond
Total issue value
¥2,200,000,000
Amount of funds to be raised
Total amount to be paid in: ¥2,200,000,000; estimated net proceeds: ¥2,164,700,000
Estimated issuance expenses
¥35,300,000
Specific use of funds
Investment funds for building the AI factory. This comprises ¥130 million for software development costs for AI agents, including personnel expenses; ¥220 million for procuring hardware such as GPUs, servers and network equipment; and ¥17 million for recruiting specialist personnel such as infrastructure and AI engineers, including recruitment agency fees.Amount ¥367 million / Scheduled timing of expenditures October 2026 to September 2028
Funds for M&A and strategic investments that contribute to expanding the data economy. Specifically, the funds will be used to acquire or invest in companies holding data and other assets that the Company does not possess, and to make investments and other contributions related to launching new businesses with leading external partners. As of the submission date of this document, the specific investment or contribution targets and structures have not been determined.Amount ¥1,797 million / Scheduled timing of expenditures October 2026 to September 2029 (until around August 2029, close to the maturity redemption date of these bonds)
Existing Shares and Increase
+12.87%Rate of increase
27,831,354 shares31,414,415Shares
12.87% (based on the total number of shares issued), 13.02% (based on the total number of voting rights). If treasury share repurchases are carried out up to the maximum amount, 13.61% (based on the total number of voting rights after the repurchases)
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 ¥614. The terms provide for adjustments after issuance in the event of certain issuances of new shares, stock splits, special dividends and other events, but no numerical floor is stated.
Exercise period
4 August 2027 to 1 August 2029 (in the event of early redemption, up to 2 banking business days before the redemption date)
Number of Stock Acquisition Rights
22 in total. Number remaining unexercised: 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
In principle, transfers are prohibited without the prior approval of the Board of Directors. Duration: Not disclosed
Conditions for lifting transfer restrictions
Transfers under the trust agreement for this transaction, the creation or transfer of a pledge to secure obligations to Aozora Bank, and acquisitions or disposals arising from enforcement of the pledge are not subject to the transfer restrictions.
Offering structure
Major shareholders after the offering
Name CyberAgent,Inc. / Shareholding ratio 42.92％Name AHG Cayman Ltd. / Shareholding ratio 11.51％Name 株式会社ＳＷＡＹ / Shareholding ratio 5.86％Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 2.98％Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 1.24％Name Watanabe Kentaro (渡辺 健太郎) / Shareholding ratio 1.06％Name MORGAN STANLEY & CO. LLC (standing proxy: Morgan Stanley MUFG Securities Co., Ltd.) / Shareholding ratio 0.91％Name Yamanaka Tsuyoshi (山中 剛志) / Shareholding ratio 0.89％Name Japan Securities Finance Co.,Ltd. / Shareholding ratio 0.76％Name マイクロアド従業員持株会 / Shareholding ratio 0.75％
Intended allottee's holding policy
AHG Cayman Ltd. intends not to transfer these bonds with stock acquisition rights to any third party after acquiring them. It intends to determine how to handle the common shares delivered upon conversion while taking into account the performance of the Company's group and market trends.
Payment date
4 August 2026
Basis for determining the amount to be paid
The conversion price is ¥614. This represents a 2.07% discount to the closing price of ¥627 on 16 July 2026, a 10.19% premium to the one-month average closing price of ¥557.23, a 0.70% discount to the three-month average closing price of ¥618.33, and a 12.95% discount to the six-month average closing price of ¥705.33. The issue price is within the valuation range determined by an independent third-party valuation institution, ¥99.2 to ¥101.2 per ¥100 face value of each bond.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' approval are not required. The Audit and Supervisory Committee stated its opinion, based on the valuation by an independent third-party valuation institution, that the terms were not particularly favorable and that there were no material issues regarding legality.
Impact on Business Performance
The impact of issuing these bonds with stock acquisition rights by third-party allotment on the Company's group results for the current fiscal year is expected to be minor.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of First Series Unsecured Convertible Bonds with Stock Acquisition Rights by third-party allotment |
| Number of shares to be issued or disposed of | 潜在株式数 3,583,061株（新株予約権付社債が全て転換された場合） |
| Issue price and disposal price | ¥100 per ¥100 face value of each bond |
| Total issue value | ¥2,200,000,000 |
| Amount of funds to be raised | Total amount to be paid in: ¥2,200,000,000; estimated net proceeds: ¥2,164,700,000 |
| Estimated issuance expenses | ¥35,300,000 |
| Specific use of funds | Details Investment funds for building the AI factory. This comprises ¥130 million for software development costs for AI agents, including personnel expenses; ¥220 million for procuring hardware such as GPUs, servers and network equipment; and ¥17 million for recruiting specialist personnel such as infrastructure and AI engineers, including recruitment agency fees. / Amount ¥367 million / Scheduled timing of expenditures October 2026 to September 2028, Details Funds for M&A and strategic investments that contribute to expanding the data economy. Specifically, the funds will be used to acquire or invest in companies holding data and other assets that the Company does not possess, and to make investments and other contributions related to launching new businesses with leading external partners. As of the submission date of this document, the specific investment or contribution targets and structures have not been determined. / Amount ¥1,797 million / Scheduled timing of expenditures October 2026 to September 2029 (until around August 2029, close to the maturity redemption date of these bonds) |
| Payment date | 4 August 2026 |
| Intended allottee | Capital Trust Co., Ltd. (nominal allottee). The actual allottee is AHG Cayman Ltd. |
| Intended allottee's holding policy | AHG Cayman Ltd. intends not to transfer these bonds with stock acquisition rights to any third party after acquiring them. It intends to determine how to handle the common shares delivered upon conversion while taking into account the performance of the Company's group and market trends. |
| Dilution Rate | 12.87% (based on the total number of shares issued), 13.02% (based on the total number of voting rights). If treasury share repurchases are carried out up to the maximum amount, 13.61% (based on the total number of voting rights after the repurchases) |
| Total number of issued shares | 27,831,354 shares → 31,414,415 shares（12.87％） |
| Basis for determining the amount to be paid | The conversion price is ¥614. This represents a 2.07% discount to the closing price of ¥627 on 16 July 2026, a 10.19% premium to the one-month average closing price of ¥557.23, a 0.70% discount to the three-month average closing price of ¥618.33, and a 12.95% discount to the six-month average closing price of ¥705.33. The issue price is within the valuation range determined by an independent third-party valuation institution, ¥99.2 to ¥101.2 per ¥100 face value of each bond. |
| Exercise price | The initial conversion price is ¥614. The terms provide for adjustments after issuance in the event of certain issuances of new shares, stock splits, special dividends and other events, but no numerical floor is stated. |
| Exercise period | 4 August 2027 to 1 August 2029 (in the event of early redemption, up to 2 banking business days before the redemption date) |
| Number of Stock Acquisition Rights | 22 in total. Number remaining unexercised: Not disclosed |
| Transfer restriction period | In principle, transfers are prohibited without the prior approval of the Board of Directors. Duration: Not disclosed |
| Conditions for lifting transfer restrictions | Transfers under the trust agreement for this transaction, the creation or transfer of a pledge to secure obligations to Aozora Bank, and acquisitions or disposals arising from enforcement of the pledge are not subject to the transfer restrictions. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' approval are not required. The Audit and Supervisory Committee stated its opinion, based on the valuation by an independent third-party valuation institution, that the terms were not particularly favorable and that there were no material issues regarding legality. |
| Major shareholders after the offering | Name CyberAgent,Inc. / Shareholding ratio 42.92％, Name AHG Cayman Ltd. / Shareholding ratio 11.51％, Name 株式会社ＳＷＡＹ / Shareholding ratio 5.86％, Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 2.98％, Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 1.24％, Name Watanabe Kentaro (渡辺 健太郎) / Shareholding ratio 1.06％, Name MORGAN STANLEY & CO. LLC (standing proxy: Morgan Stanley MUFG Securities Co., Ltd.) / Shareholding ratio 0.91％, Name Yamanaka Tsuyoshi (山中 剛志) / Shareholding ratio 0.89％, Name Japan Securities Finance Co.,Ltd. / Shareholding ratio 0.76％, Name マイクロアド従業員持株会 / Shareholding ratio 0.75％ |
| Impact on Business Performance | The impact of issuing these bonds with stock acquisition rights by third-party allotment on the Company's group results for the current fiscal year is expected to be minor. |
Items this document does not state (7)
Reason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financing
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 funds to build an AI factory serving as the foundation for AI-related services and to pursue M&A and strategic investments that contribute to expanding the data economy in an agile and stable manner.
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.