Issuance of New Shares and Disposal of Treasury Shares by Third-Party Allotment, and Changes in Major Shareholders and Other Affiliated Companies, in Connection with the Execution of a Capital and Business Alliance Agreement with HANWA CO.,LTD. and YODOKO,Ltd.
NAKAYAMA STEEL WORKS,LTD. (the filing company), HANWA CO.,LTD. and YODOKO,Ltd.
The new electric furnace, electric-furnace materials and electric-furnace hot-rolled coils produced by the new electric furnace, and electric-furnace materials produced by the existing electric furnace
Construction costs for the new electric furnace have risen due to higher prices, labor shortages and other factors, creating the possibility that the investment scale will exceed initial assumptions. The Company determined that it was necessary to raise funds to implement the new electric furnace plan and to ensure stable cash flow after completion while maintaining and strengthening its financial position.
Fiscal year ending March 2027 (with respect to the impact on consolidated results)
The impact on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial. The Company will disclose any matters that arise and require disclosure promptly.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
YODOKO,Ltd.: 0 voting rights, 0%. HANWA CO.,LTD.: 80,585 voting rights (8,058,590 shares), 14.89% (as of 31 March 2026).
YODOKO,Ltd.: 73,570 voting rights (7,357,000 shares), 10.95%. HANWA CO.,LTD.: 137,555 voting rights (13,755,590 shares), 20.48%.
Related procedures
Waiting period relating to the notification to the Japan Fair Trade Commission under the Antimonopoly Act (a condition precedent to the third-party allotment)
Japan Fair Trade Commission
Company response
A special committee consisting of 3 independent outside directors, Murakami Sayuri (村上早百合), Kakuta Masaya (角田昌也) and Tsuda Kazuyoshi (津田和義), was established. On 5 August 2026, the Company obtained an opinion letter stating that the necessity and appropriateness of this third-party allotment were recognized.
The payment date for the third-party allotment will be a date between 2 October and 30 November 2026, with early October 2026 currently planned. The estimated net proceeds of ¥8,671,364,000 are scheduled to be allocated in full to capital expenditures for construction of the new electric furnace from October 2026 through July 2030. The impact on the fiscal year ending March 2027 is expected to be immaterial, while the project is expected to contribute to earnings growth over the medium to long term.
If any matter requiring disclosure arises, the Company will disclose it promptly.
| Item | Details |
|---|---|
| Event name | Issuance of New Shares and Disposal of Treasury Shares by Third-Party Allotment, and Changes in Major Shareholders and Other Affiliated Companies, in Connection with the Execution of a Capital and Business Alliance Agreement with HANWA CO.,LTD. and YODOKO,Ltd. |
| Date of occurrence | 7 August 2026 (date of the Board of Directors' resolution and execution of the capital and business alliance agreement) |
| Subject Entity | NAKAYAMA STEEL WORKS,LTD. (the filing company), HANWA CO.,LTD. and YODOKO,Ltd. |
| Target Locations / Products | The new electric furnace, electric-furnace materials and electric-furnace hot-rolled coils produced by the new electric furnace, and electric-furnace materials produced by the existing electric furnace |
| Cause | Construction costs for the new electric furnace have risen due to higher prices, labor shortages and other factors, creating the possibility that the investment scale will exceed initial assumptions. The Company determined that it was necessary to raise funds to implement the new electric furnace plan and to ensure stable cash flow after completion while maintaining and strengthening its financial position. |
| Accounting period in which recognized | Fiscal year ending March 2027 (with respect to the impact on consolidated results) |
| Impact on Earnings Forecast | The impact on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial. The Company will disclose any matters that arise and require disclosure promptly. |
| Type of litigation or proceeding | Waiting period relating to the notification to the Japan Fair Trade Commission under the Antimonopoly Act (a condition precedent to the third-party allotment) |
| Court or authority | Japan Fair Trade Commission |
| Investigation structure | A special committee consisting of 3 independent outside directors, Murakami Sayuri (村上早百合), Kakuta Masaya (角田昌也) and Tsuda Kazuyoshi (津田和義), was established. On 5 August 2026, the Company obtained an opinion letter stating that the necessity and appropriateness of this third-party allotment were recognized. |
| Voting rights ownership percentage before the change | YODOKO,Ltd.: 0 voting rights, 0%. HANWA CO.,LTD.: 80,585 voting rights (8,058,590 shares), 14.89% (as of 31 March 2026). |
| Voting rights ownership percentage after the change | YODOKO,Ltd.: 73,570 voting rights (7,357,000 shares), 10.95%. HANWA CO.,LTD.: 137,555 voting rights (13,755,590 shares), 20.48%. |
| Outlook | The payment date for the third-party allotment will be a date between 2 October and 30 November 2026, with early October 2026 currently planned. The estimated net proceeds of ¥8,671,364,000 are scheduled to be allocated in full to capital expenditures for construction of the new electric furnace from October 2026 through July 2030. The impact on the fiscal year ending March 2027 is expected to be immaterial, while the project is expected to contribute to earnings growth over the medium to long term. |
| Planned follow-up disclosure | If any matter requiring disclosure arises, the Company will disclose it promptly. |
Items this document does not state (11)
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.Construction costs for the new electric furnace have risen due to higher prices and labor shortages, creating the possibility that the investment scale will exceed initial assumptions. The purpose is to raise construction funds while maintaining and strengthening the Company's financial position. In addition, the Company aims to enhance raw-material procurement, sales channels and new product development through cooperation with HANWA CO.,LTD. and YODOKO,Ltd., thereby increasing corporate value over the medium to long term.