Source disclosure: February 12, 2026
AMIYA Corporation [4258.T]
TOKYO — AMIYA Corporation (Code: 4258, Tokyo Stock Exchange Growth Market), chaired by President Akira Ishida, announced on February 12, 2026, that it has resolved to issue its first tranche of convertible bonds with attached warrant shares and third tranche of warrants through a private placement. The issuance will be conducted to Symples Capital Investment Co., Ltd., which is managed by an unlimited liability partnership called Symples Capital PIPEs Investment Limited Partnership No. 1.
The company plans to utilize treasury stocks for the delivery of ordinary shares upon conversion of the convertible bonds and exercise of the warrants. As of today, the company holds 316,596 treasury shares but intends to acquire up to 320,000 additional shares as part of this transaction. Should there be any shortfall in the number of treasury shares required for delivery, the company may undertake further acquisitions of treasury shares or issue new shares to ensure sufficient stock availability.
Symples Capital Investment Co., Ltd. brings expertise in capital markets and enhancing corporate value, demonstrating deep understanding of AMIYA's long-term strategic vision. This collaboration aims to support sustainable growth and improve corporate value through proactive business assistance and proposals from a long-term investor perspective.
Regarding the specifics of the bond issuance, the total amount of funds raised will be ¥1,500,000,000 under the assumption that each bond unit is issued at ¥100 per share. The conversion price for these bonds will be determined based on market conditions between February 20 and February 25, 2026. If the lower limit of the evaluation range exceeds ¥100, then the bonds will be issued at that lower limit price. Each bond will have a face value of ¥100, and no interest will be paid on them. The repayment date for the bonds is set for December 30, 2030, with a redemption price of ¥100 per bond unit.
For the warrants, AMIYA plans to issue 3,200 units, each priced at ¥2,558, subject to adjustment based on the re-evaluation results on the condition determination day. The potential number of shares issuable upon exercising all warrants would be 320,000 shares, assuming each warrant entitles the holder to receive one hundred shares of common stock. The funds raised from the warrant issuance will amount to ¥1,055,225,600, contingent on the higher of two valuation methods: either rounding up the end-of-day closing price of February 12, 2026, adjusted to 110%, or rounding up the pre-condition determination day trading price adjusted to 90%.
AMIYA also noted that it will adhere to lock-up agreements with the assignee, prohibiting the conversion of bonds or exercise of warrants without prior consent from the company for a period of one year following the payment due date. Additionally, if certain financial covenants are breached and not remedied within a specified timeframe, the assignee retains the right to demand early repayment of the bonds. These measures aim to mitigate dilution effects on existing shareholders while ensuring compliance with regulatory requirements under the Financial Instruments and Exchange Act.
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