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Share Issuance and Disposal5726OSAKA Titanium technologies Co.,Ltd.Iron & Steel, Nonferrous Metals

Notice Concerning the Issuance of New Shares and Secondary Offering

The Company will issue 7,000,000 new shares through a public offering, conduct a secondary offering of up to 1,050,000 shares through an over-allotment, and carry out a private placement of up to the same number of new shares to Nomura Securities Co., Ltd. The proceeds will be used primarily to expand sponge titanium production facilities.

Worth reading
77Important
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
8050000
Shares (if the private placement is completed in full)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares through a public offering (domestic offering), Issuance of new shares through a third-party allotment

Who receives how much

Public Offering 7,000,000 shares / Third-party allotment 1,050,000 shares (maximum)

Nomura Securities Co., Ltd.1,050,000 shares (maximum)

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

To be determined on the date on which the issue price and other terms are determined
Amount of funds to be raised

Total amount payable: Not disclosed; maximum estimated total net proceeds: ¥21,979,704,500

Specific use of funds
Part of the capital investment funds for sponge titanium production facilities at the head office and Amagasaki PlantAmount ¥21,979,704,500 / Scheduled timing of expenditures By the end of March 2028
Repayment of borrowings if any funds remainAmount Remaining amount / Scheduled timing of expenditures By the end of December 2027
Existing Shares and Increase
+19.02%Rate of increase
36,800,000 shares44,850,000Shares

19.02% for the public offering alone, and 21.88% if the private placement is completed in full (calculated against the current total of 36,800,000 issued shares)

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.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
The lock-up period for the 3 shareholders of the Company in connection with the public offering will begin on the price determination date and end on the 90th day counted from the settlement date of the public offering.
Conditions for lifting transfer restrictions
With the prior written consent of Nomura Securities Co., Ltd. Nomura Securities Co., Ltd. may also release the agreement during the period.
Offering structure
Underwriter / lead underwriter
An underwriting syndicate led by Nomura Securities Co., Ltd. as lead manager
Overallotment
Up to 1,050,000 shares in the secondary offering and up to 1,050,000 new shares issued through the private placement
Payment date
Public offering: either 9 September 2026 (Wednesday) or 10 September 2026 (Thursday); private placement: 29 September 2026 (Tuesday)
Basis for determining the amount to be paid
The indicative price range will be calculated by multiplying the closing price for regular trading on the Tokyo Stock Exchange on the price determination date by 0.90 to 1.00, with the final price to be determined based on demand. The closing price will be that on the price determination date, or, if there is no closing price on that date, the most recent closing price.
Most recent equity financing
None during the past 3 years
Impact on Business Performance
The allocation of the proceeds from this offering is expected to contribute to business expansion, strengthen the Company's financial position, and enhance its corporate value over the medium to long term.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a public offering (domestic offering), Issuance of new shares through a third-party allotment
Number of shares to be issued or disposed ofPublic Offering 7,000,000 shares / Third-party allotment 1,050,000 shares (maximum)
Issue price and disposal priceTo be determined on the date on which the issue price and other terms are determined
Amount of funds to be raisedTotal amount payable: Not disclosed; maximum estimated total net proceeds: ¥21,979,704,500
Specific use of fundsDetails Part of the capital investment funds for sponge titanium production facilities at the head office and Amagasaki Plant / Amount ¥21,979,704,500 / Scheduled timing of expenditures By the end of March 2028, Details Repayment of borrowings if any funds remain / Amount Remaining amount / Scheduled timing of expenditures By the end of December 2027
Payment datePublic offering: either 9 September 2026 (Wednesday) or 10 September 2026 (Thursday); private placement: 29 September 2026 (Tuesday)
Intended allotteeName Nomura Securities Co., Ltd. / Number of Shares 1,050,000 shares (maximum)
Dilution Rate19.02% for the public offering alone, and 21.88% if the private placement is completed in full (calculated against the current total of 36,800,000 issued shares)
Total number of issued shares36,800,000 shares → 44,850,000 shares (if the private placement is completed in full)(21.88%)
Basis for determining the amount to be paidThe indicative price range will be calculated by multiplying the closing price for regular trading on the Tokyo Stock Exchange on the price determination date by 0.90 to 1.00, with the final price to be determined based on demand. The closing price will be that on the price determination date, or, if there is no closing price on that date, the most recent closing price.
Transfer restriction periodThe lock-up period for the 3 shareholders of the Company in connection with the public offering will begin on the price determination date and end on the 90th day counted from the settlement date of the public offering.
Conditions for lifting transfer restrictionsWith the prior written consent of Nomura Securities Co., Ltd. Nomura Securities Co., Ltd. may also release the agreement during the period.
Underwriter / lead underwriterAn underwriting syndicate led by Nomura Securities Co., Ltd. as lead manager
OverallotmentUp to 1,050,000 shares in the secondary offering and up to 1,050,000 new shares issued through the private placement
Most recent equity financingNone during the past 3 years
Impact on Business PerformanceThe allocation of the proceeds from this offering is expected to contribute to business expansion, strengthen the Company's financial position, and enhance its corporate value over the medium to long term.
Items this document does not state (12)
Total issue valueEstimated issuance expensesIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationStock Split RatioProcedures under the Corporate Code of ConductMajor 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 expand production capacity in response to expected medium- to long-term growth in demand for sponge titanium, ensure a stable supply of high-quality sponge titanium, secure financial flexibility, and enhance corporate value over the medium to long term.

How to read this page

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Notice Concerning the Issuance of New Shares and Secondary Offering | OSAKA Titanium technologies Co.,Ltd. (5726) timely disclosure | Komori