Komori
Share Issuance and Disposal6143Sodick Co.,Ltd.Machinery

Notice Regarding the Secondary Offering of Shares

The Company resolved to offer 5,709,200 common shares held by existing shareholders through a firm-commitment underwriting by the underwriters. In addition, an over-allotment offering of up to 855,900 shares will be conducted depending on demand.

Worth reading
33Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
5709200
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Offering through a firm-commitment underwriting by the underwriters and an over-allotment offering

Who receives how much

Offering through a firm-commitment underwriting by the underwriters: 5,709,200 shares; over-allotment offering: 855,900 shares (maximum)

An unspecified number of investors through a public offering. Selling shareholders: AAGS S14, L.P., 2,615,300 shares; Sumitomo Mitsui Banking Corporation, 739,200 shares; Furukawa Hiroko (古川宏子), 700,000 shares; Hokuriku Bank, Ltd., 608,700 shares; The Hokkoku Bank, Ltd., 434,800 shares; Sumitomo Mitsui Finance and Leasing Co., Ltd., 260,900 shares; 有限会社ティ・エフ, 165,300 shares; The Bank of Yokohama, Ltd., 98,000 shares; Mizuho Bank, Ltd., 87,000 shares

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

発行済株式総数

Not applicable (Offering of existing 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.

Terms of the stock acquisition rights
Number of Stock Acquisition Rights
Not applicable (For this offering)
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
For the selling shareholders, the period beginning on the offering price determination date and ending on the 90th day from the settlement date
Conditions for lifting transfer restrictions
Where SMBC Nikko Securities Inc. provides prior written consent. SMBC Nikko Securities Inc. may, at its discretion, release part or all of the agreement.
Offering structure
Underwriter / lead underwriter
An underwriting syndicate led by SMBC Nikko Securities Inc.
Overallotment
Offered shares: 855,900 shares (maximum); maximum number of shares in the private placement: Not disclosed
Intended allottee's holding policy
The selling shareholders have agreed not to sell or otherwise dispose of common shares of the Company or other securities held for their own account without the prior written consent of SMBC Nikko Securities Inc., from the offering price determination date through the 90th day from the settlement date.
Payment date
Not applicable (Offering of existing shares)
Basis for determining the amount to be paid
The indicative range will be set at 0.90 to 1.00 times the closing price of the Company's common shares on the Tokyo Stock Exchange on the date on which the offering price and other terms are determined, with the final price to be determined after taking demand and other factors into consideration
Most recent equity financing
On 2 October 2026, 14 conversion rights attached to the 2nd series of unsecured convertible bonds with stock acquisition rights were exercised, resulting in the conversion into 3,007,500 common shares.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalOffering through a firm-commitment underwriting by the underwriters and an over-allotment offering
Number of shares to be issued or disposed ofOffering through a firm-commitment underwriting by the underwriters: 5,709,200 shares; over-allotment offering: 855,900 shares (maximum)
Payment dateNot applicable (Offering of existing shares)
Intended allotteeAn unspecified number of investors through a public offering. Selling shareholders: AAGS S14, L.P., 2,615,300 shares; Sumitomo Mitsui Banking Corporation, 739,200 shares; Furukawa Hiroko (古川宏子), 700,000 shares; Hokuriku Bank, Ltd., 608,700 shares; The Hokkoku Bank, Ltd., 434,800 shares; Sumitomo Mitsui Finance and Leasing Co., Ltd., 260,900 shares; 有限会社ティ・エフ, 165,300 shares; The Bank of Yokohama, Ltd., 98,000 shares; Mizuho Bank, Ltd., 87,000 shares
Intended allottee's holding policyThe selling shareholders have agreed not to sell or otherwise dispose of common shares of the Company or other securities held for their own account without the prior written consent of SMBC Nikko Securities Inc., from the offering price determination date through the 90th day from the settlement date.
Dilution RateNot applicable (Offering of existing shares)
Basis for determining the amount to be paidThe indicative range will be set at 0.90 to 1.00 times the closing price of the Company's common shares on the Tokyo Stock Exchange on the date on which the offering price and other terms are determined, with the final price to be determined after taking demand and other factors into consideration
Number of Stock Acquisition RightsNot applicable (For this offering)
Transfer restriction periodFor the selling shareholders, the period beginning on the offering price determination date and ending on the 90th day from the settlement date
Conditions for lifting transfer restrictionsWhere SMBC Nikko Securities Inc. provides prior written consent. SMBC Nikko Securities Inc. may, at its discretion, release part or all of the agreement.
Underwriter / lead underwriterAn underwriting syndicate led by SMBC Nikko Securities Inc.
OverallotmentOffered shares: 855,900 shares (maximum); maximum number of shares in the private placement: Not disclosed
Most recent equity financingOn 2 October 2026, 14 conversion rights attached to the 2nd series of unsecured convertible bonds with stock acquisition rights were exercised, resulting in the conversion into 3,007,500 common shares.
Items this document does not state (15)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationStock Split RatioProcedures under the Corporate Code of ConductMajor shareholders after the offeringImpact on Business Performance

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 further diversify the shareholder base, broaden the shareholder base and improve the liquidity of the Company’s shares, taking as an opportunity the selling demand arising from a review of cross-shareholdings and a review of the shareholding policies of certain founding-family shareholders.

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Notice Regarding the Secondary Offering of Shares | Sodick Co.,Ltd. (6143) timely disclosure | Komori