Komori
Share Issuance and Disposal4390IPS,Inc.Information and Communications, Services and Others

Notice Concerning the Issuance of New Shares and Secondary Offering

New shares will be issued through a public offering, with a third-party allotment of up to the maximum amount, to fund the development of the Wakayama submarine cable branch and landing station, among other projects. A secondary offering of shares through an over-allotment will also be conducted concurrently.

Worth reading
74In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
5490528200
Yen (aggregate maximum estimated net proceeds)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares through a public offering (domestic offering), Issuance of new shares through a third-party allotment, Secondary offering of shares through an over-allotment

Who receives how much

Issuance of new shares through a public offering 1,263,500 shares / Issuance of new shares through a third-party allotment 189,500 shares (maximum) / Over-allotment offering 189,500 shares (maximum)

Mizuho Securities Co., Ltd.Third-party allotment: 189,500 shares (maximum)
Unspecified investors in the public offering1,263,500 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.

To be determined. Determined on the date on which the issue price and other terms are determined. For the public offering, the indicative price range will be calculated by multiplying the closing price on the Tokyo Stock Exchange on that date by 0.90–1.00; the third-party allotment will be at the same payment amount as the public offering.
Total issue value

Undecided

Amount of funds to be raised
Aggregate maximum estimated net proceeds of ¥5,490,528,200. The breakdown of the total issue price and estimated net proceeds after expenses has not been determined.
Specific use of funds
Capital expenditures related to the development of the international submarine cable Wakayama branch and the Wakayama International Submarine Cable Landing Station (Wakayama Project)Amount The full amount of the aggregate maximum estimated net proceeds of ¥5,490,528,200 / Scheduled timing of expenditures Through the fiscal year ending March 2030
If part of the proceeds remains unused, capital expenditures related to expanding international communications capacity and communications networks, including in the Philippines.Amount Remaining amount
Existing Shares and Increase
+11.08%Rate of increase
13,108,900 shares14,561,900Shares

Maximum 11.08% (1,453,000 shares ÷ 13,108,900 issued shares; assuming all shares under the third-party allotment are issued)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
For the Company's shareholders Miyashita Koji (宮下幸治) and Uemori Masako (上森雅子), from the date on which the issue price and other terms are determined through the 180th day from the settlement date of the public offering.
Conditions for lifting transfer restrictions
With the prior written consent of Mizuho Securities Co., Ltd. Mizuho Securities Co., Ltd. may terminate the agreement at its discretion during the period.
Offering structure
Underwriter / lead underwriter
Mizuho Securities Co., Ltd.
Overallotment
Shares offered: 189,500 shares (maximum); third-party allotment: 189,500 shares (maximum)
Intended allottee's holding policy
The third-party allotment shares are intended to acquire the shares necessary to return the borrowed shares associated with the over-allotment. Any unsubscribed shares will be forfeited. In connection with the public offering, Miyashita Koji (宮下幸治) and Uemori Masako (上森雅子) have agreed to a 180-day lock-up.
Payment date
Public Offering Any date between 20 October 2026 and 21 October 2026 (the fourth business day after the date on which the issue price and other terms are determined) / Third-party allotment 18 November 2026
Basis for determining the amount to be paid
The indicative price range will be calculated by multiplying the closing price for regular trading on the Tokyo Stock Exchange on the date on which the issue price and other terms are determined, or the most recent closing price if there is no closing price on that date, by 0.90–1.00. The price will be determined on that date after taking demand into account. The discount rate is 0–10%.
Procedures under the Corporate Code of Conduct
Resolution of the Board of Directors. Whether an independent third-party opinion was obtained or shareholder approval was sought is Not disclosed.
Most recent equity financing
No equity financing was conducted during the past 3 years.
Impact on Business Performance
The Company believes that applying the proceeds from this offering to part of the Wakayama Project will contribute over the medium to long term to further expanding Candle's earnings and improving the performance and corporate value of the Company's group.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a public offering (domestic offering), Issuance of new shares through a third-party allotment, Secondary offering of shares through an over-allotment
Number of shares to be issued or disposed ofIssuance of new shares through a public offering 1,263,500 shares / Issuance of new shares through a third-party allotment 189,500 shares (maximum) / Over-allotment offering 189,500 shares (maximum)
Issue price and disposal priceTo be determined. Determined on the date on which the issue price and other terms are determined. For the public offering, the indicative price range will be calculated by multiplying the closing price on the Tokyo Stock Exchange on that date by 0.90–1.00; the third-party allotment will be at the same payment amount as the public offering.
Total issue valueUndecided
Amount of funds to be raisedAggregate maximum estimated net proceeds of ¥5,490,528,200. The breakdown of the total issue price and estimated net proceeds after expenses has not been determined.
Specific use of fundsDetails Capital expenditures related to the development of the international submarine cable Wakayama branch and the Wakayama International Submarine Cable Landing Station (Wakayama Project) / Amount The full amount of the aggregate maximum estimated net proceeds of ¥5,490,528,200 / Scheduled timing of expenditures Through the fiscal year ending March 2030, Details If part of the proceeds remains unused, capital expenditures related to expanding international communications capacity and communications networks, including in the Philippines. / Amount Remaining amount / Scheduled timing of expenditures Not disclosed
Payment datePublic Offering Any date between 20 October 2026 and 21 October 2026 (the fourth business day after the date on which the issue price and other terms are determined) / Third-party allotment 18 November 2026
Intended allotteeName Mizuho Securities Co., Ltd. / Number of Shares Third-party allotment: 189,500 shares (maximum), Name Unspecified investors in the public offering / Number of Shares 1,263,500 shares
Intended allottee's holding policyThe third-party allotment shares are intended to acquire the shares necessary to return the borrowed shares associated with the over-allotment. Any unsubscribed shares will be forfeited. In connection with the public offering, Miyashita Koji (宮下幸治) and Uemori Masako (上森雅子) have agreed to a 180-day lock-up.
Dilution RateMaximum 11.08% (1,453,000 shares ÷ 13,108,900 issued shares; assuming all shares under the third-party allotment are issued)
Total number of issued shares13,108,900 shares (as of 31 August 2026) → 14,561,900 shares (assuming all shares in the public offering and third-party allotment are issued)(11.08%)
Basis for determining the amount to be paidThe indicative price range will be calculated by multiplying the closing price for regular trading on the Tokyo Stock Exchange on the date on which the issue price and other terms are determined, or the most recent closing price if there is no closing price on that date, by 0.90–1.00. The price will be determined on that date after taking demand into account. The discount rate is 0–10%.
Transfer restriction periodFor the Company's shareholders Miyashita Koji (宮下幸治) and Uemori Masako (上森雅子), from the date on which the issue price and other terms are determined through the 180th day from the settlement date of the public offering.
Conditions for lifting transfer restrictionsWith the prior written consent of Mizuho Securities Co., Ltd. Mizuho Securities Co., Ltd. may terminate the agreement at its discretion during the period.
Underwriter / lead underwriterMizuho Securities Co., Ltd.
OverallotmentShares offered: 189,500 shares (maximum); third-party allotment: 189,500 shares (maximum)
Procedures under the Corporate Code of ConductResolution of the Board of Directors. Whether an independent third-party opinion was obtained or shareholder approval was sought is Not disclosed.
Most recent equity financingNo equity financing was conducted during the past 3 years.
Impact on Business PerformanceThe Company believes that applying the proceeds from this offering to part of the Wakayama Project will contribute over the medium to long term to further expanding Candle's earnings and improving the performance and corporate value of the Company's group.
Items this document does not state (9)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationStock 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 raise funds for the steady execution of the Wakayama Project. Over the medium term, to accelerate growth investments in the Asia-Pacific region, starting with Japan and the Philippines, by utilizing additional debt capacity.

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Notice Concerning the Issuance of New Shares and Secondary Offering | IPS,Inc. (4390) timely disclosure | Komori