What Axium Wants
Axium Capital Pte. Ltd., a Singapore-based investment manager, has told NIPPO Ltd. (9913) to take on debt and hand a large slice of it back to shareholders. In a September 3 change report filed with the Kanto Local Finance Bureau, Axium disclosed that on August 27 it proposed NIPPO amend its "Mid-Term Management Plan 2028" to commit to a tender-offer buyback at ¥4,000 a share plus an overhaul of dividend policy. The filing is its fifth amendment to its large-shareholding report on NIPPO, triggered by a change in Axium's stated purpose for holding the stock, from a purely passive investment stance toward active proposals.
Axium's position is unchanged at 1,551,400 shares, 17.00% of NIPPO's 9,127,338 shares outstanding, the same ratio it reported previously. Under Japan's large-shareholding disclosure rules, the stake breaks down into 1,551,300 shares reported under the standard clause and 100 shares under the primary disclosure clause. Axium filed as the sole reporting holder, with one submission covering its own position and no joint holders.
Three Ways to Pay
Axium set out three debt-funded scenarios for NIPPO's board to choose from, all pegged to the same ¥4,000-per-share tender price.
| Scenario | Buyback Size | Payout Ratio | Net Debt/EBITDA (to March 2031) | Per-Share Upside |
|---|---|---|---|---|
| Scenario A | ¥8bn | 100% | 1.6x | ¥4,868 |
| Scenario B | ¥10bn | 100% | 2.1x | ¥5,239 |
| Scenario C | ¥4bn | 150% | 1.6x | ¥4,265 |
Axium argues that in every scenario, net debt relative to EBITDA would top out around 2x by the year ending March 2031, low enough, in its assessment, for NIPPO to keep funding its planned investments while lifting return on equity substantially. The per-share upside figures assume NIPPO's price-to-earnings ratio holds steady after the buyback and any resulting share cancellation.
How Axium Funded the Stake
Axium's own capital covers only a sliver of its position. Of the ¥2.82bn in total funding behind the shares, just ¥376,000 came from Axium's own money; the remaining ¥2.82bn was client funds. Separately, the filing discloses that 85,000 of Axium's shares are pledged as first-priority collateral under a prime brokerage agreement, giving the broker the right to seize or sell them in the event of a default.
Or Else
The filing is explicit about the consequences of a refusal: if NIPPO does not adopt one of the three scenarios, Axium says it may propose the dismissal of directors by convening an extraordinary shareholders' meeting. That is a stated possibility in the filing, not a meeting Axium has called. The fund also reserves the right to push further: changes to NIPPO's business portfolio, board composition and the chief executive role, capital policy, and even proposals touching delisting or a change of control. For now, the dispute is over the balance sheet, specifically how much debt NIPPO should carry and how much cash should leave the company for shareholders rather than stay inside it.