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
Not calculated because the conversion price has not yet been determined
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
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance 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 of | Not calculated because the conversion price has not yet been determined |
| Issue price and disposal price | 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 | Details 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 date | 24 July 2026 (London time) |
| 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 |
| Dilution Rate | Not calculated because the conversion price has not yet been determined |
| 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 |
| 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 |
| Underwriter / lead underwriter | Morgan Stanley & Co. International plc |
| 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. |
Items this document does not state (10)
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.