RenetJapanGroup will raise ¥2.15bn by selling 2,991,200 new shares at ¥718 each to three industry partners. Up to ¥3.34bn more would arrive only if two PCS subsidiaries exercise warrants in 2027 and 2028. The board approved the package on 19 October 2026, and the company signed capital and business alliance agreements with JX Metals CS, SG Holdings and PCS Wireless LLC the same day.
Three partners, two businesses
JX Metals CS, a unit of the smelting group JX Metals, and SG Holdings, the parent of Sagawa Express, are tied to the recycling business. JX Metals CS is to handle smelting, refining and rare-metal recovery. SG Holdings is to build reverse-logistics and collection networks. RenetJapanGroup keeps the collection platform and its municipal, manufacturer and retailer links. The company says it has worked with more than 770 municipalities.
PCS Wireless, a US wholesaler of new and used phones and tablets, is tied to the reuse business. The company's Netoff subsidiary would buy used devices that PCS sources and sell them to businesses and consumers in Japan. Devices unfit for reuse would go to domestic recycling, subject to relevant laws and import and export controls.
Cash now, cash contingent
The placement allots 487,400 shares to JX Metals CS, 403,800 to SG Holdings and 2,100,000 to PCS. The notice puts their voting-right stakes after the financing at 2.40%, 1.99% and 10.36%, on a basis that counts the warrant shares. Payment is due on 5 November for JX Metals CS and SG Holdings and by 4 December for PCS, and all of it depends on a securities registration taking effect.
The warrants go to PCS subsidiaries. Neither series has a price reset.
| Instrument | Shares | Price per share | Payment or exercise window |
|---|---|---|---|
| New shares (three partners) | 2,991,200 | ¥718 | Payment 5 Nov to 4 Dec 2026 |
| Series 26 warrants (PCS Wireless RH1) | 1,044,000 | ¥1,077 | 1 Feb to 3 Dec 2027 |
| Series 27 warrants (PCS Wireless RH2) | 1,540,000 | ¥1,436 | 1 Feb 2027 to 2 Jun 2028 |
The company's headline net figure of about ¥5.45bn assumes every warrant is exercised. It falls if they are not, or if the company cancels them.
Where the money would go
Of that ¥5.45bn, ¥650mn is for the collection platform and ¥361mn for used-device systems, sites and working capital, both spent from November 2026 to December 2028. The remaining ¥4.44bn is for acquisitions through December 2030. The company is screening 19 candidates in reuse, recycling and disability-welfare services, with potential spending of about ¥12bn. The notice says it has not decided to carry out all of them, and any shortfall would come from cash, operating cash flow or bank loans.
The shareholder bill
New shares plus all warrant shares total 5,575,200, or 37.92% of the 14,703,400 shares outstanding on 30 September 2026 (37.94% by votes). Because dilution exceeds 25%, Tokyo Stock Exchange rules required an independent opinion or a shareholder vote. The company chose a four-member third-party committee, which found the financing necessary and appropriate. On the notice's full-financing basis, which counts the warrant shares, PCS would hold 10.36% and become the second-largest shareholder, with the change expected on 4 December. On the same basis, the company's president would see his direct stake fall from 20.92% to 15.16%.
Strings attached
JX Metals CS and SG Holdings are barred from selling for three years without consent. PCS is barred for two years, then capped at 7.5% of shares outstanding a year. PCS-group ownership is capped at 25%. Under a shareholder agreement, SG Holdings can ask the president and his asset company to buy its stake if neither RenetJapanGroup nor its recycling subsidiary wins certification under Japan's advanced recycling business law within two years of payment. The company says the effect on earnings for the year ending September 2027 is minor and leaves its forecast unchanged.