Worth reading
71In focus
Scored from 4 of 5 sectionsDirection
Mixed performance
Direction inferred from the company’s description.Scale
1000
Hundreds of millions of yenWording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of Euro-Yen Convertible Bonds with Stock Acquisition Rights Subject to Acquisition Clauses, Due 2031 and Due 2033
Intended allottee
Full-amount purchase underwriting by the lead underwriters on an individual basis. The names and breakdown of the final investors and allottees are Not disclosed
Total issue value
Due 2031: ¥50 billion; due 2033: ¥50 billion (total: ¥100 billion, excluding bonds with stock acquisition rights issued as substitutes)
Amount of funds to be raised
Total payment amount: approximately ¥100 billion; estimated net proceeds: approximately ¥100 billion
Specific use of funds
Funding for M&A that will contribute to improving the earnings power of the Shimizu Corporation Group as a whole and strengthening its construction capabilities, including making American Engineering Corporation (Okinawa) a wholly owned subsidiaryAmount Approximately ¥90.0 billion / Scheduled timing of expenditures Through the end of March 2027
Funds for the acquisition of treasury sharesAmount Approximately ¥10 billion / Scheduled timing of expenditures Through the end of December 2026
Terms of the stock acquisition rights
Exercise price
The conversion price has not initially been determined. It will be no lower than the closing price on the date the underwriting agreement is executed and will be adjusted if certain events, such as a share issuance, occur after the issuance.
Exercise period
Due 2031: from 27 October 2026 through 24 September 2031. Due 2033: from 27 October 2026 through 26 September 2033
Number of Stock Acquisition Rights
Due 2031: 5,000 plus the portion relating to bonds with stock acquisition rights issued as substitutes; due 2033: 5,000 plus the portion relating to bonds with stock acquisition rights issued as substitutes. The number of unexercised rights is Not disclosed
Reason for acquisition without consideration
The bonds with stock acquisition rights contain provisions for acquisition by the company, events triggering early redemption and events triggering loss of the benefit of time, but the details of events constituting acquisition of the stock acquisition rights for no consideration are Not disclosed
Offering structure
Underwriter / lead underwriter
Nomura International plc and Mizuho International plc (joint bookrunners and joint lead managers)
Payment date
13 October 2026 (London time)
Basis for determining the amount to be paid
The conversion price will be determined after taking into account investor demand and other market trends. The initial conversion price will not be lower than 1.0 times the closing price of the common shares on the date the underwriting agreement is executed. The offering price of the bonds will be 103.0% of the principal amount, and the payment amount for the bonds will be 100.5% of the principal amount.
Procedures under the Corporate Code of Conduct
The issuance was resolved at a meeting of the Board of Directors held today. Whether an independent third-party opinion was obtained and whether shareholder approval was sought are Not disclosed
Most recent equity financing
No applicable matters
Impact on Business Performance
There is no change to the earnings forecast for the current fiscal year
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Euro-Yen Convertible Bonds with Stock Acquisition Rights Subject to Acquisition Clauses, Due 2031 and Due 2033 |
| Issue price and disposal price | 103.0% of the principal amount of each bond (principal amount: ¥10 million) |
| Total issue value | Due 2031: ¥50 billion; due 2033: ¥50 billion (total: ¥100 billion, excluding bonds with stock acquisition rights issued as substitutes) |
| Amount of funds to be raised | Total payment amount: approximately ¥100 billion; estimated net proceeds: approximately ¥100 billion |
| Specific use of funds | Details Funding for M&A that will contribute to improving the earnings power of the Shimizu Corporation Group as a whole and strengthening its construction capabilities, including making American Engineering Corporation (Okinawa) a wholly owned subsidiary / Amount Approximately ¥90.0 billion / Scheduled timing of expenditures Through the end of March 2027, Details Funds for the acquisition of treasury shares / Amount Approximately ¥10 billion / Scheduled timing of expenditures Through the end of December 2026 |
| Payment date | 13 October 2026 (London time) |
| Intended allottee | Full-amount purchase underwriting by the lead underwriters on an individual basis. The names and breakdown of the final investors and allottees are Not disclosed |
| Basis for determining the amount to be paid | The conversion price will be determined after taking into account investor demand and other market trends. The initial conversion price will not be lower than 1.0 times the closing price of the common shares on the date the underwriting agreement is executed. The offering price of the bonds will be 103.0% of the principal amount, and the payment amount for the bonds will be 100.5% of the principal amount. |
| Exercise price | The conversion price has not initially been determined. It will be no lower than the closing price on the date the underwriting agreement is executed and will be adjusted if certain events, such as a share issuance, occur after the issuance. |
| Exercise period | Due 2031: from 27 October 2026 through 24 September 2031. Due 2033: from 27 October 2026 through 26 September 2033 |
| Number of Stock Acquisition Rights | Due 2031: 5,000 plus the portion relating to bonds with stock acquisition rights issued as substitutes; due 2033: 5,000 plus the portion relating to bonds with stock acquisition rights issued as substitutes. The number of unexercised rights is Not disclosed |
| Reason for acquisition without consideration | The bonds with stock acquisition rights contain provisions for acquisition by the company, events triggering early redemption and events triggering loss of the benefit of time, but the details of events constituting acquisition of the stock acquisition rights for no consideration are Not disclosed |
| Underwriter / lead underwriter | Nomura International plc and Mizuho International plc (joint bookrunners and joint lead managers) |
| Procedures under the Corporate Code of Conduct | The issuance was resolved at a meeting of the Board of Directors held today. Whether an independent third-party opinion was obtained and whether shareholder approval was sought are Not disclosed |
| Most recent equity financing | No applicable matters |
| Impact on Business Performance | There is no change to the earnings forecast for the current fiscal year |
Items this document does not state (12)
Number of shares to be issued or disposed ofEstimated issuance expensesIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split RatioMajor shareholders after the offering
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To secure funding for continued growth investments and M&A while maintaining its financial base and pursuing an optimal capital structure with a focus on the cost of capital. The company expects that combining funding for M&A with the acquisition of treasury shares will also improve capital efficiency.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.