Marui Group's board approved the sale of ¥50bn in five-year, zero-coupon Euro-yen convertible bonds due September 2031 on August 24, and lined up a same-day ¥15bn share buyback to go with it. Nomura International plc is sole bookrunner, with Daiwa Capital Markets Europe and SMBC Bank International joining as co-lead managers; the bonds will list on the Singapore Exchange rather than in Tokyo.
The bonds price at 102.5% of face value and carry no coupon, redeeming at par in 2031 unless converted or bought back early.
| Feature | Detail |
|---|---|
| Issue size | ¥50bn |
| Coupon | 0.00% (zero-coupon) |
| Issue price | 102.5% of face value |
| Maturity | September 30, 2031 |
| Fintech-growth allocation | ~¥35bn to group subsidiaries, including Epos Card |
| Buyback allocation from proceeds | ~¥15bn, through May 15, 2027 |
| ToSTNeT-3 buyback ordered Aug 24 for Aug 25 | 5,013,300 shares at ¥2,992.0, ~¥15.0bn total |
| Conversion trigger | 150% until Sept 2030; 130% Oct 2030-Jun 2031; unrestricted after |
Net proceeds of roughly ¥49.75bn split two ways. About ¥35bn goes to loans and investments for Marui Group subsidiaries across its businesses, including credit-card unit Epos Card, whose merchant settlement needs are growing, along with other group companies' system and digital-infrastructure spending, by the end of September 2026. The remaining ¥15bn is earmarked for share buybacks through May 2027.
Marui moved quickly on that second pile. On August 24 it placed an order for an off-auction ToSTNeT-3 purchase of 5,013,300 shares, 2.80% of shares outstanding excluding treasury stock, at that day's closing price of ¥2,992.0, worth roughly ¥15.0bn, to execute during the August 25 session, with results due to be published after that session closed. The order alone would consume three-quarters of the ¥20bn, 10mn-share buyback ceiling the board had approved three weeks earlier, on August 4.
The bond terms are built to keep dilution off the table for years. Holders cannot convert unless Marui's stock closes above 150% of the conversion price in specified quarterly windows through September 2030, a threshold that drops to 130% from October 2030 through June 2031, after which the restriction lifts entirely for the bond's final three months. Marui also holds a cash-settlement acquisition right: it can redeem the bonds early and deliver shares only for value above face value, paying the rest in cash. Combined with the zero coupon, management frames the package as a way to fund fintech growth cheaply while the buyback shrinks the share count enough to lift return on equity and earnings per share.
The same day, Marui also filed an amended shelf registration with the Kanto Local Finance Bureau, folding the new bond disclosure into its existing ¥100bn corporate-bond program by reference. That filing is procedural bookkeeping rather than a separate financing decision.