Worth reading
74In focus
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
609300000
Japanese yen (approximate net proceeds)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of Treasury Shares Through a Third-Party Allotment
Who receives how much500,000Shares
500,000 common shares of the Company (treasury shares)
Nezu Engagement Fund500,000 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,222 per share
Total issue value
¥611,000,000
Amount of funds to be raised
Total amount paid in: ¥611,000,000; estimated net proceeds: ¥609,300,000
Estimated issuance expenses
¥1,700,000
Specific use of funds
M&A transactions that contribute to the growth of the Company’s groupAmount The full amount of estimated net proceeds of ¥609,300,000 / Scheduled timing of expenditures June 2026 to March 2028
Growth initiatives if no M&A transaction is executed, including IT systems and infrastructure supporting operational efficiency, the purchase of real estate for sales offices, and other purposesAmount Allocated in the optimal manner from the amount stated above / Scheduled timing of expenditures June 2026 to March 2028
発行済株式総数
1.61% of total shares issued and 1.91% of total 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.
Offering structure
Major shareholders after the offering
Name 吉野石膏株式会社 / Shareholding ratio 12.34％Name Yoshida Shigeru (吉田 繁) / Shareholding ratio 8.49％Name ＪＫホールディングス従業員持株会 / Shareholding ratio 7.42％Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 6.79％Name ＳＭＢ建材株式会社 / Shareholding ratio 5.68％Name 伊藤忠建材株式会社 / Shareholding ratio 4.13％Name 公益財団法人ＰＨＯＥＮＩＸ / Shareholding ratio 3.85％Name ＩＮＴＥＲＡＣＴＩＶＥ ＢＲＯＫＥＲＳ ＬＬＣ / Shareholding ratio 2.92％Name Yoshida Takashi (吉田 隆) / Shareholding ratio 2.66％Name Nezu Engagement Fund / Shareholding ratio 1.87％
Intended allottee's holding policy
With the aim of enhancing corporate value through collaborative engagement, the allottee intends not to transfer the shares to a third party during the short term following the disposal and to hold them until the purpose has been achieved. The Company plans to obtain a written undertaking that any transfer of all or part of the shares within 2 years from the payment date will be reported to the Company in writing.
Payment date
22 June 2026
Basis for determining the amount to be paid
The price is ¥1,222, representing a 4.98% discount to the closing price of ¥1,286 on the trading day immediately preceding 5 June 2026. This represents discounts of 8.53% to the simple average closing price of ¥1,336 for the preceding 1 month, 13.82% to the simple average closing price of ¥1,418 for the preceding 3 months, and 13.88% to the simple average closing price of ¥1,419 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, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholder intent as stipulated in Article 432 of the Tokyo Stock Exchange Listing Regulations. The Company obtained opinions from 4 Audit and Supervisory Committee members, including 3 outside Audit and Supervisory Committee members, regarding the method for determining the payment amount.
Most recent equity financing
Not applicable.
Impact on Business Performance
The specific impact on results for the fiscal year ending March 2027 has not been determined.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of Treasury Shares Through a Third-Party Allotment |
| Number of shares to be issued or disposed of | 500,000 common shares of the Company (treasury shares) |
| Issue price and disposal price | ¥1,222 per share |
| Total issue value | ¥611,000,000 |
| Amount of funds to be raised | Total amount paid in: ¥611,000,000; estimated net proceeds: ¥609,300,000 |
| Estimated issuance expenses | ¥1,700,000 |
| Specific use of funds | Details M&A transactions that contribute to the growth of the Company’s group / Amount The full amount of estimated net proceeds of ¥609,300,000 / Scheduled timing of expenditures June 2026 to March 2028, Details Growth initiatives if no M&A transaction is executed, including IT systems and infrastructure supporting operational efficiency, the purchase of real estate for sales offices, and other purposes / Amount Allocated in the optimal manner from the amount stated above / Scheduled timing of expenditures June 2026 to March 2028 |
| Payment date | 22 June 2026 |
| Intended allottee | Name Nezu Engagement Fund / Number of Shares 500,000 shares |
| Intended allottee's holding policy | With the aim of enhancing corporate value through collaborative engagement, the allottee intends not to transfer the shares to a third party during the short term following the disposal and to hold them until the purpose has been achieved. The Company plans to obtain a written undertaking that any transfer of all or part of the shares within 2 years from the payment date will be reported to the Company in writing. |
| Dilution Rate | 1.61% of total shares issued and 1.91% of total voting rights |
| Total number of issued shares | 31,040,016 shares → 31,040,016 shares（0％） |
| Basis for determining the amount to be paid | The price is ¥1,222, representing a 4.98% discount to the closing price of ¥1,286 on the trading day immediately preceding 5 June 2026. This represents discounts of 8.53% to the simple average closing price of ¥1,336 for the preceding 1 month, 13.82% to the simple average closing price of ¥1,418 for the preceding 3 months, and 13.88% to the simple average closing price of ¥1,419 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, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholder intent as stipulated in Article 432 of the Tokyo Stock Exchange Listing Regulations. The Company obtained opinions from 4 Audit and Supervisory Committee members, including 3 outside Audit and Supervisory Committee members, regarding the method for determining the payment amount. |
| Most recent equity financing | Not applicable. |
| Major shareholders after the offering | Name 吉野石膏株式会社 / Shareholding ratio 12.34％, Name Yoshida Shigeru (吉田 繁) / Shareholding ratio 8.49％, Name ＪＫホールディングス従業員持株会 / Shareholding ratio 7.42％, Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 6.79％, Name ＳＭＢ建材株式会社 / Shareholding ratio 5.68％, Name 伊藤忠建材株式会社 / Shareholding ratio 4.13％, Name 公益財団法人ＰＨＯＥＮＩＸ / Shareholding ratio 3.85％, Name ＩＮＴＥＲＡＣＴＩＶＥ ＢＲＯＫＥＲＳ ＬＬＣ / Shareholding ratio 2.92％, Name Yoshida Takashi (吉田 隆) / Shareholding ratio 2.66％, Name Nezu Engagement Fund / Shareholding ratio 1.87％ |
| Impact on Business Performance | The specific impact on results for the fiscal year ending March 2027 has not been determined. |
Items this document does not state (11)
Exercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split Ratio
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 implement structural reforms through collaborative engagement and enhance corporate value and shareholder value over the medium to long term on a sustainable basis. The funds raised will be allocated to M&A transactions that contribute to growth. If no M&A transaction is executed, the funds will be allocated to IT systems and infrastructure supporting operational efficiency, the purchase of real estate for sales offices, and other purposes.
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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.