Bond-Type Class Shares Information
In order to secure funds for growth investment ahead of the growth opportunities, and to secure funds needed for repurchase of treasury stocks for partial refund of equity paid in by the Common Share holders during the COVID-19 pandemic and enhancement of EPS (earnings per share), the Board of Directors passed a resolution on November 10, 2025 to issue Bond-Type Class Shares to strengthen capital without any dilution.
Bond-Type Class Shares are treated as shares under the Company Law, but the issuance thereof is a hybrid financing method with an intermediate characteristic between shares and bonds, the product nature of which is similar to that of hybrid bonds. Bond-Type Class Shares do not have voting rights and are not convertible into Common Shares, and a fixed preferred dividend is paid for a fixed period of time. In addition, Bond-Type Class Shares have priority over Common Shares in terms of the order of distribution of dividends and residual assets, and are non-participating, meaning that no dividend is paid more than the amount of the preferred dividend to be determined at the time of issuance.
We issued 40 million shares of Series 1 Bond-Type Class Shares on December 12, 2025 and it has been listed on the Tokyo Stock Exchange Prime Market since December 15, 2025.
Features and general information
| Preferred dividend | Fixed dividend from the issuance to September 30, 2031 (floating dividend thereafter) (*1) The order of distribution is senior to dividends to Common Shares, Non-participating (*2), Cumulative (*3) |
| Liquidity | To attract a wide range of investors, we have listed the shares on the Tokyo Stock Exchange Prime Market, providing opportunities for trading. |
| Rights to vote and convert to common shares | There are no voting rights or conversion rights to common shares. |
| Acquisition (Acquisition by us in Exchange for Cash) |
In principle, we may acquire the Series 1 Bond-Type Class Shares on or after December 12, 2030(*4) (In exchange for cash equal to the issue price plus unpaid/accrued dividends payable) |
| Use of proceeds | The proceeds will be used for capital investment to acquire aircraft and funds for repurchase of treasury stocks. |
| Filings | Notice Regarding Determination of Annual Dividend Rate of Series 1 Bond-Type Class Shares (117KB)PDF Opens in a new window.In the case of an external site,it may or may not meet accessibility guidelines. Notice Regarding Issuance of Series 1 Bond-Type Class Shares and Reduction of Stated Capital and Additional Capital Reserves (276KB)PDF Opens in a new window.In the case of an external site,it may or may not meet accessibility guidelines. |
Comparison with Common Shares
| Series 1 Bond-Type Class Shares | Common Shares | |
|---|---|---|
| Security code | 92025 | 9202 |
| Issue price/share price | ¥5,000 | ¥2,861.0 (*5) |
| Dividend | ~ September 30, 2031 Fixed: 3.500% October 1, 2031 ~ Floating: Base rate + 3.178(*1) |
¥60 (*6) |
| Acquisition (Acquisition by us in Exchange for Cash) |
In principle, we may acquire the Series 1 Bond-Type Class Shares on or after December 12, 2030.(*4) (In exchange for cash equal to the issue price plus unpaid/accrued dividends payable)(*7) |
- |
| Rights to vote | None | Yes |
| Rights to convert into common shares | None | － |
| Number of shares constituting one trading unit | 100 shares | 100 shares |
Frequently asked questions
- We are well aware that, in accordance with the market practice in hybrid financing, many investors expect us to acquire (call for) the shares from five years after the date of issuance (i.e., when the call option becomes exercisable, which is December 12, 2030) until the day before the dividend rate steps-up (September 30, 2031).
- Based on the above, we will determine whether to acquire (call for) Series 1 Bond-Type Class Shares for cash, taking into consideration the business and financial conditions and market environment and other factors at that time.
Not offered.
For other frequently asked questions, please refer to the following.
Q&A regarding Series 1 Bond-Type Class Shares (421KB)PDF Opens in a new window.In the case of an external site,it may or may not meet accessibility guidelines.
[Notes]
- *1 Annual Dividend Rate
- (i) If the record date falls in a fiscal year ending on or before March 31, 2031:
3.500% per annum(*) - (ii) If the record date falls in a fiscal year ending on March 31, 2032:
- (a) The period from and including April 1, 2031 to and including September 30, 2031:
3.500% per annum - (b) The period from and including October 1, 2031 to and including March 31, 2032:
The interest rate of One-Year Japanese government bonds (JGBs) as of two business days before September 30, 2031, plus 3.178%
- (a) The period from and including April 1, 2031 to and including September 30, 2031:
- (iii) If the record date falls in a fiscal year ending on or after April 1, 2032:
The interest rate of One-Year JGBS as of two business days before the last day of the immediately preceding fiscal year, plus 3.178% - * The amount of the Preferred Dividend to Series 1 Bond-Type Class Shares with a record date of March 31, 2026 will be 52.73 yen (calculated based on actual day counts on a 365-day year basis).
- * For details, please refer to "Notice Regarding Issuance of Series 1 Bond-Type Class Shares and Reduction of Stated Capital and Additional Capital Reserves" issued on November 10, 2025.
- (i) If the record date falls in a fiscal year ending on or before March 31, 2031:
- *2 Series 1 Bond-Type Class Shares are "non-participating", meaning that no dividend is paid more than the amount of the preferred dividend to be determined at the time of issuance.
- *3 Series 1 Bond-Type Class Shares are "cumulative", meaning that any unpaid dividends shall be carried over to subsequent fiscal years.
- *4 We may acquire Series 1 Bond-Type Class Shares in exchange for cash (i) on or after December 12, 2030, or (ii) when a capitalization event has occurred and exists.
We are not be able to acquire Series 1 Bond-Type Class Shares if the acquisition (or transfer acquisition) date and the delivery date of the money to be paid for the acquisition in exchange for cash fall in different calendar years, etc. - *5 Closing price of common stock as of September 30, 2025.
- *6 Dividend results per common share for fiscal year 2024.
- *7 We will determine whether to acquire (call for) Series 1 Bond-Type Class Shares for cash, taking into consideration the business and financial conditions and market environment and other factors at that time.
Disclaimer
This document has been prepared solely for the reference purpose and not for the purpose of soliciting investment or engaging in any other similar activities in Japan or any foreign country. This document does not constitute an offer of securities in the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States absent registration thereunder or an applicable exemption from registration requirements. In this case, no offering of securities will be made in the United States.
