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Share Issuance and Disposal5016JX Advanced Metals CorporationIron & Steel, Nonferrous Metals

Notice Regarding the Issuance of Euro-Yen Convertible Bonds with Stock Acquisition Rights Due 2029 and Euro-Yen Convertible Bonds with Stock Acquisition Rights Due 2031

JX金属 has resolved to issue Euro-Yen convertible bonds with stock acquisition rights due 2029 and due 2031, in amounts of ¥125 billion each, for a total issuance of ¥250 billion. The proceeds will first be used for a self-tender offer for treasury shares from ENEOS Holdings, with the balance to be used for capacity expansion in semiconductor materials and the acquisition of resources.

Worth reading
58In 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
2500
¥100 million (total principal amount of the two series)
Wording
Avoiding a definitive answer
How definitive the wording is.

Details of issuance or disposal

Issuance of Euro-Yen convertible bonds with stock acquisition rights due 2029 and Euro-Yen convertible bonds with stock acquisition rights due 2031

Amount of funds to be raised

The total amount of the proceeds and the estimated net proceeds are Not disclosed.

Specific use of funds
Funds for the self-tender offerAmount The total amount required for the self-tender offer (to be determined based on the tender offer price and the number of shares tendered) / Scheduled timing of expenditures By the end of July 2026
Expansion of major manufacturing facilities for sputtering targets for semiconductors, capacity expansion for increased production of crystal materials, and acquisition of rare-metal resources for the Focus Businesses, among other purposesAmount The amount remaining after allocation to the funds for the self-tender offer / Scheduled timing of expenditures By the end of March 2028
発行済株式総数

Not calculated because the conversion price has not yet been determined

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.

Terms of the stock acquisition rights
Exercise price
The initial conversion price will be 1.2 times the closing price immediately before the execution of the underwriting agreement. It will be adjusted in the event of an issuance or disposal of shares at a payment amount below the market price, a stock split or consolidation, certain dividend payments, or other specified events. The floor has not been disclosed.
Exercise period
Due 2029 From 17 June 2026 through 21 May 2029 (London time) / Due 2031 From 17 June 2026 through 20 May 2031 (London time)
Number of Stock Acquisition Rights
12,500 stock acquisition rights for each series, plus the number of stock acquisition rights relating to the bonds with stock acquisition rights issued as replacements. The number of unexercised rights has not been disclosed.
Offering structure
Underwriter / lead underwriter
Daiwa Capital Markets Europe LimitedNomura International plcMorgan Stanley & Co. International plcMerrill Lynch InternationalJ.P. Morgan Securities plcGoldman Sachs International
Payment date
3 June 2026 (London time)
Basis for determining the amount to be paid
The payment amount for the bonds will be determined after taking into account investor demand and other market conditions, and will not be less than 100.0% of the principal amount. The offering price will not be less than 102.5% of the principal amount. The initial conversion price will be 1.2 times the closing price of the Company's common shares immediately before the execution of the underwriting agreement, representing a 20% premium.
Procedures under the Corporate Code of Conduct
The issuance was resolved at the Board of Directors meeting held on 11 May 2026. Not disclosed with respect to obtaining an opinion from an independent third party and confirming shareholders' intentions.
Most recent equity financing
No applicable matters
Impact on Business Performance
There is no change to the earnings forecast for the current fiscal year.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Euro-Yen convertible bonds with stock acquisition rights due 2029 and Euro-Yen convertible bonds with stock acquisition rights due 2031
Issue price and disposal priceThe payment amount for the bonds will be at least 100.0% of the principal amount, and the offering price will be at least 102.5% of the principal amount. The specific amounts have not been determined.
Amount of funds to be raisedThe total amount of the proceeds and the estimated net proceeds are Not disclosed.
Specific use of fundsDetails Funds for the self-tender offer / Amount The total amount required for the self-tender offer (to be determined based on the tender offer price and the number of shares tendered) / Scheduled timing of expenditures By the end of July 2026, Details Expansion of major manufacturing facilities for sputtering targets for semiconductors, capacity expansion for increased production of crystal materials, and acquisition of rare-metal resources for the Focus Businesses, among other purposes / Amount The amount remaining after allocation to the funds for the self-tender offer / Scheduled timing of expenditures By the end of March 2028
Payment date3 June 2026 (London time)
Dilution RateNot calculated because the conversion price has not yet been determined
Total number of issued shares928,463,102 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe payment amount for the bonds will be determined after taking into account investor demand and other market conditions, and will not be less than 100.0% of the principal amount. The offering price will not be less than 102.5% of the principal amount. The initial conversion price will be 1.2 times the closing price of the Company's common shares immediately before the execution of the underwriting agreement, representing a 20% premium.
Exercise priceThe initial conversion price will be 1.2 times the closing price immediately before the execution of the underwriting agreement. It will be adjusted in the event of an issuance or disposal of shares at a payment amount below the market price, a stock split or consolidation, certain dividend payments, or other specified events. The floor has not been disclosed.
Exercise periodDue 2029 From 17 June 2026 through 21 May 2029 (London time) / Due 2031 From 17 June 2026 through 20 May 2031 (London time)
Number of Stock Acquisition Rights12,500 stock acquisition rights for each series, plus the number of stock acquisition rights relating to the bonds with stock acquisition rights issued as replacements. The number of unexercised rights has not been disclosed.
Underwriter / lead underwriterDaiwa Capital Markets Europe Limited, Nomura International plc, Morgan Stanley & Co. International plc, Merrill Lynch International, J.P. Morgan Securities plc, Goldman Sachs International
Procedures under the Corporate Code of ConductThe issuance was resolved at the Board of Directors meeting held on 11 May 2026. Not disclosed with respect to obtaining an opinion from an independent third party and confirming shareholders' intentions.
Most recent equity financingNo applicable matters
Impact on Business PerformanceThere is no change to the earnings forecast for the current fiscal year.
Items this document does not state (13)
Number of shares to be issued or disposed ofTotal issue valueEstimated issuance expensesIntended allotteeIntended allottee's holding policyTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories 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.

The purposes are to ensure flexibility in capital policy, address ENEOS Holdings' intention to sell its shares, avoid a temporary large-scale release of shares into the market, secure funds for growth investment, and limit the impact on the Company's financial position.

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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.
Notice Regarding the Issuance of Euro-Yen Convertible Bonds with Stock Acquisition Rights Due 2029 and Euro-Yen Convertible Bonds with Stock Acquisition Rights Due 2031 | JX Advanced Metals Corporation (5016) timely disclosure | Komori