Worth reading
83Important
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
14567152600
Japanese yen (approximate net proceeds)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Determination of the issue terms and other matters for the issuance by third-party allotment of the 18th to 22nd Stock Acquisition Rights with Exercise Price Adjustment Clauses and the 23rd to 27th Stock Acquisition Rights
Who receives how much
Total of 1,091,300 common shares underlying the stock acquisition rights (213,300 shares each for the 18th to 21st series, 94,800 shares for the 22nd series, and 2,500 shares each for the 23rd to 27th series)
Mizuho Securities Co., Ltd.Total of 1,068,800 underlying shares
Toku-shige Toru (德重徹)Total of 12,500 underlying shares
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
¥3,800 for the 18th series, ¥3,300 for the 19th series, ¥3,100 for the 20th series, ¥2,700 for the 21st series, ¥2,600 for the 22nd series, ¥3,000 for the 23rd series, ¥2,700 for the 24th series, ¥2,600 for the 25th series, ¥2,200 for the 26th series, and ¥2,100 for the 27th series (per stock acquisition right)
Total issue value
¥30,174,600
Amount of funds to be raised
Total subscription payment of ¥14,581,152,600 and approximate net proceeds of ¥14,567,152,600
Estimated issuance expenses
Estimated issuance expenses: ¥14,000,000
Specific use of funds
Funds for the full-scale launch of the defense businessAmount ¥6,500 million / Scheduled timing of expenditures July 2026 to January 2030
Funds for development and business strengthening toward the full-scale development of the UTM businessAmount ¥3,000 million / Scheduled timing of expenditures July 2026 to January 2030
Funds for future M&A and capital and business alliancesAmount ¥2,767 million / Scheduled timing of expenditures July 2026 to January 2030
Funds for the expansion and strengthening of other existing businessesAmount ¥2,300 million / Scheduled timing of expenditures July 2026 to January 2030
Terms of the stock acquisition rights
Exercise price
¥8,410 for the 18th series, ¥11,000 for the 19th series, ¥15,000 for the 20th series, ¥20,000 for the 21st series, ¥30,000 for the 22nd series, ¥8,410 for the 23rd series, ¥11,000 for the 24th series, ¥15,000 for the 25th series, ¥20,000 for the 26th series, and ¥30,000 for the 27th series. The exercise prices for the 18th to 22nd series will be adjusted to 95% of the closing price on the Tokyo Stock Exchange, with minimum exercise prices of ¥8,000, ¥11,000, ¥15,000, ¥20,000 and ¥30,000, respectively. However, the exercise prices may be adjusted by resolution of the Board of Directors, subject to absolute minimum exercise prices of ¥4,050, ¥4,050, ¥7,500, ¥10,000 and ¥15,000, respectively. The 23rd to 27th series have no adjustment clauses.
Exercise period
From 7 July 2026 to 9 July 2029
Number of Stock Acquisition Rights
Total of 10,682 stock acquisition rights (2,133 each for the 18th to 21st series, 948 for the 22nd series, 25 for the 23rd series, 18 for the 24th series, 13 for the 25th series, 10 for the 26th series and 7 for the 27th series). The number of unexercised rights is Not disclosed.
Reason for acquisition without consideration
All stock acquisition rights will be acquired and cancelled at an amount equal to the subscription price if the Board of Directors resolves that acquisition is necessary, on 9 July 2029, upon approval of a corporate reorganization, or if the Company is designated as a security under supervision, a security requiring special attention, or a security to be delisted, or if its shares are delisted.
Offering structure
Underwriter / lead underwriter
Mizuho Securities Co., Ltd.
Categories and Number of Persons Covered
Mizuho Securities Co., Ltd.: 1 company; 德重 Toru (德重徹): 1 person.
Payment date
6 July 2026
Basis for determining the amount to be paid
Plutus Consulting Co., Ltd. (株式会社プルータス・コンサルティング), an independent valuation institution, conducted the valuation based on a Monte Carlo simulation. The terms were determined by comparing the valuation as of the date of the issuance resolution with that as of the date the terms were finalized, and referring to the higher valuation. The discount or premium to the closing price and average share price is Not disclosed.
Procedures under the Corporate Code of Conduct
The Company obtained an opinion from all 3 Audit & Supervisory Board Members, all 3 of whom are outside Audit & Supervisory Board Members, that the issuance does not constitute an issuance on favorable terms. Regarding the allotment to 德重 Toru (德重徹), the Company obtained the view of all 3 outside Audit & Supervisory Board Members, who are independent officers with no conflicts of interest, that it would not disadvantage minority shareholders. 德重 Toru (德重徹) did not participate in the relevant Board of Directors resolution.
| Item | Details |
|---|---|
| Type of issuance or disposal | Determination of the issue terms and other matters for the issuance by third-party allotment of the 18th to 22nd Stock Acquisition Rights with Exercise Price Adjustment Clauses and the 23rd to 27th Stock Acquisition Rights |
| Number of shares to be issued or disposed of | Total of 1,091,300 common shares underlying the stock acquisition rights (213,300 shares each for the 18th to 21st series, 94,800 shares for the 22nd series, and 2,500 shares each for the 23rd to 27th series) |
| Issue price and disposal price | ¥3,800 for the 18th series, ¥3,300 for the 19th series, ¥3,100 for the 20th series, ¥2,700 for the 21st series, ¥2,600 for the 22nd series, ¥3,000 for the 23rd series, ¥2,700 for the 24th series, ¥2,600 for the 25th series, ¥2,200 for the 26th series, and ¥2,100 for the 27th series (per stock acquisition right) |
| Total issue value | ¥30,174,600 |
| Amount of funds to be raised | Total subscription payment of ¥14,581,152,600 and approximate net proceeds of ¥14,567,152,600 |
| Estimated issuance expenses | Estimated issuance expenses: ¥14,000,000 |
| Specific use of funds | Details Funds for the full-scale launch of the defense business / Amount ¥6,500 million / Scheduled timing of expenditures July 2026 to January 2030, Details Funds for development and business strengthening toward the full-scale development of the UTM business / Amount ¥3,000 million / Scheduled timing of expenditures July 2026 to January 2030, Details Funds for future M&A and capital and business alliances / Amount ¥2,767 million / Scheduled timing of expenditures July 2026 to January 2030, Details Funds for the expansion and strengthening of other existing businesses / Amount ¥2,300 million / Scheduled timing of expenditures July 2026 to January 2030 |
| Payment date | 6 July 2026 |
| Intended allottee | Name Mizuho Securities Co., Ltd. / Subject 18th to 22nd Stock Acquisition Rights / Number of Shares Total of 1,068,800 underlying shares, Name Toku-shige Toru (德重徹) / Subject 23rd to 27th Stock Acquisition Rights / Number of Shares Total of 12,500 underlying shares |
| Basis for determining the amount to be paid | Plutus Consulting Co., Ltd. (株式会社プルータス・コンサルティング), an independent valuation institution, conducted the valuation based on a Monte Carlo simulation. The terms were determined by comparing the valuation as of the date of the issuance resolution with that as of the date the terms were finalized, and referring to the higher valuation. The discount or premium to the closing price and average share price is Not disclosed. |
| Exercise price | ¥8,410 for the 18th series, ¥11,000 for the 19th series, ¥15,000 for the 20th series, ¥20,000 for the 21st series, ¥30,000 for the 22nd series, ¥8,410 for the 23rd series, ¥11,000 for the 24th series, ¥15,000 for the 25th series, ¥20,000 for the 26th series, and ¥30,000 for the 27th series. The exercise prices for the 18th to 22nd series will be adjusted to 95% of the closing price on the Tokyo Stock Exchange, with minimum exercise prices of ¥8,000, ¥11,000, ¥15,000, ¥20,000 and ¥30,000, respectively. However, the exercise prices may be adjusted by resolution of the Board of Directors, subject to absolute minimum exercise prices of ¥4,050, ¥4,050, ¥7,500, ¥10,000 and ¥15,000, respectively. The 23rd to 27th series have no adjustment clauses. |
| Exercise period | From 7 July 2026 to 9 July 2029 |
| Number of Stock Acquisition Rights | Total of 10,682 stock acquisition rights (2,133 each for the 18th to 21st series, 948 for the 22nd series, 25 for the 23rd series, 18 for the 24th series, 13 for the 25th series, 10 for the 26th series and 7 for the 27th series). The number of unexercised rights is Not disclosed. |
| Reason for acquisition without consideration | All stock acquisition rights will be acquired and cancelled at an amount equal to the subscription price if the Board of Directors resolves that acquisition is necessary, on 9 July 2029, upon approval of a corporate reorganization, or if the Company is designated as a security under supervision, a security requiring special attention, or a security to be delisted, or if its shares are delisted. |
| Categories and Number of Persons Covered | Mizuho Securities Co., Ltd.: 1 company; 德重 Toru (德重徹): 1 person. |
| Underwriter / lead underwriter | Mizuho Securities Co., Ltd. |
| Procedures under the Corporate Code of Conduct | The Company obtained an opinion from all 3 Audit & Supervisory Board Members, all 3 of whom are outside Audit & Supervisory Board Members, that the issuance does not constitute an issuance on favorable terms. Regarding the allotment to 德重 Toru (德重徹), the Company obtained the view of all 3 outside Audit & Supervisory Board Members, who are independent officers with no conflicts of interest, that it would not disadvantage minority shareholders. 德重 Toru (德重徹) did not participate in the relevant Board of Directors resolution. |
Items this document does not state (11)
Intended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance
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 reflect in the terms the impact on the share price of the financial results announced after the date of the issuance resolution and information concerning the establishment of an Estonian subsidiary, thereby setting fair issue terms that take existing shareholders' interests into consideration. The funds raised will be used for the defense business, the UTM business, future M&A and capital and business alliances, and the expansion and strengthening of existing businesses.
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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.