Komori
Share Issuance and Disposal5711Mitsubishi Materials CorporationIron & Steel, Nonferrous Metals

Regarding the Issuance of Euro-Yen Convertible Bonds with Stock Acquisition Rights Subject to Acquisition Clauses Due in 2030 and Euro-Yen Convertible Bonds with Stock Acquisition Rights Subject to Acquisition Clauses Due in 2032

Mitsubishi Materials Corporation resolved to issue ¥35 billion each of Euro-yen-denominated convertible bonds with stock acquisition rights subject to acquisition clauses, due 2030 and due 2032, for a total of ¥70 billion. The proceeds will be used for growth investments, including the conversion to secondary raw material smelting and the expansion of tungsten recycling.

Worth reading
67In 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
700
Hundreds of millions of yen
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of Euro-yen-denominated convertible bonds with stock acquisition rights subject to acquisition clauses, due 2030 and due 2032

発行・処分する株式数

Not calculated because the conversion price has not yet been determined

Intended allottee
An offering in overseas markets through aggregate purchase underwriting by a syndicate of underwriters, with Morgan Stanley & Co. International plc acting as sole bookrunner and sole lead manager. The names and number of individual investors are Not disclosed
2030 Bonds: 100.0% of the principal amount (¥10 million principal amount per bond), 2032 Bonds: 100.0% of the principal amount (¥10 million principal amount per bond)
Total issue value

2030 Bonds: ¥35 billion plus the aggregate principal amount of the replacement bonds with stock acquisition rights, 2032 Bonds: ¥35 billion plus the aggregate principal amount of the replacement bonds with stock acquisition rights

Amount of funds to be raised
Net proceeds of approximately ¥70 billion
Specific use of funds
Growth investments aimed at shifting to a business structure centered on the resource-circulation business, including conversion to secondary raw material smelting and expansion of tungsten recyclingAmount Approximately ¥70 billion / Scheduled timing of expenditures By the end of March 2029
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 has not been determined. It will not be below the closing price on the date of execution of the underwriting agreement multiplied by 1.0. The price will be adjusted after issuance upon the occurrence of certain events, but the usual floor price is Not disclosed
Exercise period
2030 Bonds: From 7 August 2026 through 10 July 2030, 2032 Bonds: From 7 August 2026 through 12 July 2032
Number of Stock Acquisition Rights
2030 Bonds: 3,500 plus the number obtained by dividing the aggregate principal amount of the replacement bonds with stock acquisition rights by ¥10 million, 2032 Bonds: 3,500 plus the number obtained by dividing the aggregate principal amount of the replacement bonds with stock acquisition rights by ¥10 million, Unexercised balance: Not disclosed
Reason for acquisition without consideration
Terms have been established for the acquisition and redemption of the bonds in cases including acquisition at the company's discretion, the cleanup clause, changes in tax law, corporate reorganizations, delisting and squeeze-outs
Offering structure
Underwriter / lead underwriter
Morgan Stanley & Co. International plc
Payment date
24 July 2026 (London time)
Basis for determining the amount to be paid
The initial conversion price will be set at or above the closing price of the common shares on the date of execution of the underwriting agreement multiplied by 1.0, and will be determined after taking into account investor demand and other market conditions. The discount rate and premium rate are Not disclosed
Procedures under the Corporate Code of Conduct
The issuance was resolved at a meeting of the Board of Directors held on 8 July 2026
Most recent equity financing
Equity financings conducted during the past 3 years: None
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-denominated convertible bonds with stock acquisition rights subject to acquisition clauses, due 2030 and due 2032
Number of shares to be issued or disposed ofNot calculated because the conversion price has not yet been determined
Issue price and disposal price2030 Bonds: 100.0% of the principal amount (¥10 million principal amount per bond), 2032 Bonds: 100.0% of the principal amount (¥10 million principal amount per bond)
Total issue value2030 Bonds: ¥35 billion plus the aggregate principal amount of the replacement bonds with stock acquisition rights, 2032 Bonds: ¥35 billion plus the aggregate principal amount of the replacement bonds with stock acquisition rights
Amount of funds to be raisedNet proceeds of approximately ¥70 billion
Specific use of fundsDetails Growth investments aimed at shifting to a business structure centered on the resource-circulation business, including conversion to secondary raw material smelting and expansion of tungsten recycling / Amount Approximately ¥70 billion / Scheduled timing of expenditures By the end of March 2029
Payment date24 July 2026 (London time)
Intended allotteeAn offering in overseas markets through aggregate purchase underwriting by a syndicate of underwriters, with Morgan Stanley & Co. International plc acting as sole bookrunner and sole lead manager. The names and number of individual investors are Not disclosed
Dilution RateNot calculated because the conversion price has not yet been determined
Basis for determining the amount to be paidThe initial conversion price will be set at or above the closing price of the common shares on the date of execution of the underwriting agreement multiplied by 1.0, and will be determined after taking into account investor demand and other market conditions. The discount rate and premium rate are Not disclosed
Exercise priceThe initial conversion price has not been determined. It will not be below the closing price on the date of execution of the underwriting agreement multiplied by 1.0. The price will be adjusted after issuance upon the occurrence of certain events, but the usual floor price is Not disclosed
Exercise period2030 Bonds: From 7 August 2026 through 10 July 2030, 2032 Bonds: From 7 August 2026 through 12 July 2032
Number of Stock Acquisition Rights2030 Bonds: 3,500 plus the number obtained by dividing the aggregate principal amount of the replacement bonds with stock acquisition rights by ¥10 million, 2032 Bonds: 3,500 plus the number obtained by dividing the aggregate principal amount of the replacement bonds with stock acquisition rights by ¥10 million, Unexercised balance: Not disclosed
Reason for acquisition without considerationTerms have been established for the acquisition and redemption of the bonds in cases including acquisition at the company's discretion, the cleanup clause, changes in tax law, corporate reorganizations, delisting and squeeze-outs
Underwriter / lead underwriterMorgan Stanley & Co. International plc
Procedures under the Corporate Code of ConductThe issuance was resolved at a meeting of the Board of Directors held on 8 July 2026
Most recent equity financingEquity financings conducted during the past 3 years: None
Impact on Business PerformanceThere is no change to the earnings forecast for the current fiscal year.
Items this document does not state (10)
Estimated issuance expensesIntended allottee's holding policyTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsCategories 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.

To execute growth investments aimed at shifting to a business structure centered on the resource-circulation business in a period when investment precedes earnings contribution, while keeping funding costs down and maintaining flexibility. The company also stated that the zero-coupon structure, conversion restriction clauses and cash settlement clauses are intended to limit funding costs and equity dilution.

How to read this page

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Regarding the Issuance of Euro-Yen Convertible Bonds with Stock Acquisition Rights Subject to Acquisition Clauses Due in 2030 and Euro-Yen Convertible Bonds with Stock Acquisition Rights Subject to Acquisition Clauses Due in 2032 | Mitsubishi Materials Corporation (5711) timely disclosure | Komori