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Share Issuance and Disposal5216KURAMOTO CO.,LTD.Construction and Materials

Notice Concerning the Issuance of New Shares by Way of Third-Party Allotment

The Company will issue 3.42 million common shares by third-party allotment and raise approximately ¥400 million. The proceeds will be used for the bulk purchase of materials for 400 toilet-cleaning robots scheduled for sale by the robotics business.

Worth reading
83Important
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
3418900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares through a third-party allotment

Who receives how much3,418,900Shares

3,418,900 common shares

XL PIPE I LPF3,418,900 common shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥117 per share
Total issue value

¥400,011,300

Amount of funds to be raised
Total amount paid in: ¥400,011,300; estimated net proceeds: ¥395,871,300
Estimated issuance expenses
Estimated issuance expenses: ¥4,140,000
Specific use of funds
Working capital (funds for the bulk purchase of materials for the robotics business)Amount ¥395 million / Scheduled timing of expenditures July 2026 to December 2026
Existing Shares and Increase
+6.68%Rate of increase
51,164,275 shares54,583,175Shares

6.68% of the total number of issued shares and 6.68% of the total number of voting rights

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.

Offering structure
Major shareholders after the offering
Name ニューセンチュリー有限責任事業組合 / Shareholding ratio 14.18%Name Wang Chi (王馳) / Shareholding ratio 11.73%Name 那須マテリアル株式会社 / Shareholding ratio 7.33%Name XL PIPE I LPF / Shareholding ratio 6.27%Name Watanabe Toshiyuki (渡邉敏行) / Shareholding ratio 2.88%Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 1.69%Name INTERACTIVE BROKERS LLC / Shareholding ratio 1.35%Name スマート永輝有限責任事業組合 / Shareholding ratio 0.96%Name FUTU SECURITIES INTERNATIONAL (HONGKONG) LIMITED / Shareholding ratio 0.78%Name LI KE / Shareholding ratio 0.77%Name BNYM AS AGT/CLTS NON TREATY JASDEC / Shareholding ratio 0.63%
Intended allottee's holding policy
A medium- to long-term pure investment policy. The Company plans to obtain a written undertaking to report the details in writing if all or part of the shares are transferred within 2 years of the issue date.
Payment date
1 July 2026
Basis for determining the amount to be paid
90.00% of the closing price of ¥130 on the business day immediately preceding the date of the issuance resolution (12 June 2026). This represents a 10.00% discount to the simple average closing price of ¥130 for the past month, a 23.53% discount to ¥153 for the past 3 months, and a 29.94% discount to ¥167 for the past 6 months.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party or conducting a procedure to confirm shareholders' intentions is not required.
Most recent equity financing
Timing 10 April 2024 / Type Issuance of new shares through a third-party allotment / Amount ¥190,008,000, Timing 10 April 2024 / Type Issuance of Series 3 stock acquisition rights by third-party allotment / Amount ¥506,831,565 in expected proceeds at the time of issuance, Timing 30 August 2024 / Type Issuance of new shares through a third-party allotment / Amount ¥804,000,000, Timing 30 October 2024 / Type Issuance of new shares through a third-party allotment / Amount ¥400,044,000, Timing 30 October 2024 / Type Issuance of Series 4 stock acquisition rights by third-party allotment / Amount ¥109,305,104 in expected proceeds at the time of issuance, Timing 18 April 2025 / Type Issuance of Series 5 through Series 8 stock acquisition rights by third-party allotment / Amount ¥2,114,902,489 in expected proceeds at the time of issuance, Timing 1 April 2026 / Type Issuance of new shares by third-party allotment / Amount ¥390,014,000, Timing 1 April 2026 / Type Issuance of the Ninth Series of Stock Acquisition Rights through a third-party allotment / Amount ¥565,960,459
Impact on Business Performance
The specific impact of this issuance of new shares on the Company's financial results is currently under review. The Company will promptly disclose the amount of any specific impact once it becomes clear.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a third-party allotment
Number of shares to be issued or disposed of3,418,900 common shares
Issue price and disposal price¥117 per share
Total issue value¥400,011,300
Amount of funds to be raisedTotal amount paid in: ¥400,011,300; estimated net proceeds: ¥395,871,300
Estimated issuance expensesEstimated issuance expenses: ¥4,140,000
Specific use of fundsDetails Working capital (funds for the bulk purchase of materials for the robotics business) / Amount ¥395 million / Scheduled timing of expenditures July 2026 to December 2026
Payment date1 July 2026
Intended allotteeName XL PIPE I LPF / Number of Shares 3,418,900 common shares
Intended allottee's holding policyA medium- to long-term pure investment policy. The Company plans to obtain a written undertaking to report the details in writing if all or part of the shares are transferred within 2 years of the issue date.
Dilution Rate6.68% of the total number of issued shares and 6.68% of the total number of voting rights
Total number of issued shares51,164,275 shares → 54,583,175 shares(6.68%)
Basis for determining the amount to be paid90.00% of the closing price of ¥130 on the business day immediately preceding the date of the issuance resolution (12 June 2026). This represents a 10.00% discount to the simple average closing price of ¥130 for the past month, a 23.53% discount to ¥153 for the past 3 months, and a 29.94% discount to ¥167 for the past 6 months.
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party or conducting a procedure to confirm shareholders' intentions is not required.
Most recent equity financingTiming 10 April 2024 / Type Issuance of new shares through a third-party allotment / Amount ¥190,008,000, Timing 10 April 2024 / Type Issuance of Series 3 stock acquisition rights by third-party allotment / Amount ¥506,831,565 in expected proceeds at the time of issuance, Timing 30 August 2024 / Type Issuance of new shares through a third-party allotment / Amount ¥804,000,000, Timing 30 October 2024 / Type Issuance of new shares through a third-party allotment / Amount ¥400,044,000, Timing 30 October 2024 / Type Issuance of Series 4 stock acquisition rights by third-party allotment / Amount ¥109,305,104 in expected proceeds at the time of issuance, Timing 18 April 2025 / Type Issuance of Series 5 through Series 8 stock acquisition rights by third-party allotment / Amount ¥2,114,902,489 in expected proceeds at the time of issuance, Timing 1 April 2026 / Type Issuance of new shares by third-party allotment / Amount ¥390,014,000, Timing 1 April 2026 / Type Issuance of the Ninth Series of Stock Acquisition Rights through a third-party allotment / Amount ¥565,960,459
Major shareholders after the offeringName ニューセンチュリー有限責任事業組合 / Shareholding ratio 14.18%, Name Wang Chi (王馳) / Shareholding ratio 11.73%, Name 那須マテリアル株式会社 / Shareholding ratio 7.33%, Name XL PIPE I LPF / Shareholding ratio 6.27%, Name Watanabe Toshiyuki (渡邉敏行) / Shareholding ratio 2.88%, Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 1.69%, Name INTERACTIVE BROKERS LLC / Shareholding ratio 1.35%, Name スマート永輝有限責任事業組合 / Shareholding ratio 0.96%, Name FUTU SECURITIES INTERNATIONAL (HONGKONG) LIMITED / Shareholding ratio 0.78%, Name LI KE / Shareholding ratio 0.77%, Name BNYM AS AGT/CLTS NON TREATY JASDEC / Shareholding ratio 0.63%
Impact on Business PerformanceThe specific impact of this issuance of new shares on the Company's financial results is currently under review. The Company will promptly disclose the amount of any specific impact once it becomes clear.
Items this document does not state (11)
Exercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split Ratio

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 the bulk purchase of custom materials for 400 toilet-cleaning robots so as not to miss the start of mass production. The Company also aims to expand the market for its robotics business through collaboration with the group affiliated with the proposed allottee.

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Notice Concerning the Issuance of New Shares by Way of Third-Party Allotment | KURAMOTO CO.,LTD. (5216) timely disclosure | Komori