toggle holdings set its offer price at ¥4,040 a share on October 22, the top of the ¥4,030 to ¥4,040 indicative range. A correction to its securities registration statement says total demand "sufficiently exceeded" the shares on offer, applications were numerous, and bids by price were concentrated at the range's upper limit.
What the company actually receives
Underwriters buy the new shares at ¥3,737, so ¥303 a share of the ¥4,040 price stays with them. The company pays no underwriting commission. Of the 2,244,600 new shares, 1,103,900 go to domestic buyers and 1,140,700 to overseas investors in overseas markets centered on Europe and Asia, excluding the US and Canada. Estimated net proceeds are ¥4.11bn on the domestic tranche and ¥4.24bn on the overseas tranche.
Secondary sales and the greenshoe
Existing holders are also selling 1,124,900 shares through the underwriters, 553,200 domestically and 571,700 overseas. That money goes to the sellers, not the company. A further 505,400 shares are being sold in an over-allotment, covered by shares SMBC Nikko Securities borrows from a shareholder. If SMBC Nikko exercises its option by November 27, toggle holdings would issue up to 505,400 new shares at ¥3,737, with payment due December 2. Counting that option, proceeds could reach up to ¥10.24bn, including up to ¥1.89bn from the third-party allotment.
Where the money is meant to go
The filing earmarks ¥533mn for hiring and training, mostly sales staff at Land Creation, and up to ¥8bn for M&A through the year to September 2028. It says that, as of the filing date, no specific M&A project has been decided for that money. A further ¥1.71bn is meant to repay land-purchase loans at a consolidated subsidiary, with ¥1.2bn in the year to September 2027 and ¥506mn the following year. Any M&A money not spent by then would go toward repaying that subsidiary's long-term borrowings.
Applications run October 23 to 28, payment is due October 29, and share delivery on October 30 is the planned first day of trading.