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Share Issuance and Disposal6232ACSL Ltd.Machinery

Notice Regarding the Issuance of New Shares Through an Overseas Offering

The company resolved to raise funds by soliciting investors in overseas markets and issuing up to 4,800,000 ordinary shares. The proceeds will be used to invest in expanding the defense business and expanding overseas operations, primarily in North America.

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77Important
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
4800000
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

New Share Issuance through an International Offering

発行・処分する株式数

4,800,000 ordinary shares (3,800,000 shares subject to the underwriters' purchase commitment and up to 1,000,000 shares subject to additional purchase underwriting)

Intended allottee
BofA Securities Co., Ltd. (purchase underwriting). Offering in overseas markets
To be determined through a book-building process on the pricing determination date. The indicative price range will be 0.90 to 1.00 times the closing price on that date.
Amount of funds to be raised

Maximum estimated net proceeds: ¥6,812 million (total payment amount: Not disclosed)

Specific use of funds
Business investment to expand the defense businessAmount ¥4,812 million / Scheduled timing of expenditures September 2026 to December 2029
Business investment for overseas expansion, primarily in North AmericaAmount ¥2,000 million / Scheduled timing of expenditures September 2026 to December 2029
Existing Shares and Increase
+24.50%Rate of increase
19,572,474 shares24,372,474Shares

Approximately 24.5% of the total number of issued shares before the issuance (4,800,000 shares ÷ 19,572,474 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
A lock-up period applicable to the company and Representative Director and Co-CEO Hayakawa Kensuke (早川研介), beginning on the pricing determination date and ending on the 180th day counted from the payment date. However, the stated exemptions apply.
Offering structure
Underwriter / lead underwriter
BofA Securities Co., Ltd.
Payment date
8 September 2026
Basis for determining the amount to be paid
Based on the closing price on the Tokyo Stock Exchange on the pricing determination date, or the closing price on the most recent trading day if there is no closing price on that date, the indicative price range will be set at 0.90 to 1.00 times that price and the final price will be determined through a book-building process, taking demand conditions and other factors into account.
Procedures under the Corporate Code of Conduct
Resolution of the Board of Directors dated 24 August 2026. Details regarding obtaining an independent third-party opinion and confirming shareholder intent: Not disclosed
Most recent equity financing
Timing Payment made on 29 November 2023 / Type Issuance of new shares through an international public offering / Amount ¥1,317,165,000 (estimated net proceeds: ¥1,291,369,000), Timing Payment made on 10 January 2025 / Type Issuance of the second series of unsecured convertible bonds with stock acquisition rights through a private placement / Amount ¥1,500,000,000 (estimated net proceeds: ¥1,480,000,000), Timing Payment made on 3 September 2025 / Type Issuance of new shares through the first private placement under the share issuance program / Amount ¥499,990,320 (estimated net proceeds: ¥455,590,320), Timing Allotment made on 3 September 2025 / Type Issuance of stock acquisition rights through the first private placement under the share and stock acquisition rights issuance program / Amount Expected proceeds: ¥547,477,510, Timing Payment made on 22 September 2025 / Type Issuance of new shares through the second private placement under the share issuance program / Amount ¥499,985,640 (estimated net proceeds: ¥455,590,320), Timing Allotment made on 22 September 2025 / Type Issuance of stock acquisition rights through the second private placement under the share and stock acquisition rights issuance program / Amount Expected proceeds: ¥547,225,020, Timing Payment made on 14 October 2025 / Type Issuance of new shares through the third private placement under the share issuance program / Amount ¥499,995,000 (estimated net proceeds: ¥455,590,320), Timing Allotment made on 14 October 2025 / Type Issuance of stock acquisition rights through the third private placement under the share and stock acquisition rights issuance program / Amount Expected proceeds: ¥547,147,916
Impact on Business Performance
The impact on consolidated results for the fiscal year ending December 2026 is currently under review. If any matters requiring disclosure arise, the company will disclose them promptly.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalNew Share Issuance through an International Offering
Number of shares to be issued or disposed of4,800,000 ordinary shares (3,800,000 shares subject to the underwriters' purchase commitment and up to 1,000,000 shares subject to additional purchase underwriting)
Issue price and disposal priceTo be determined through a book-building process on the pricing determination date. The indicative price range will be 0.90 to 1.00 times the closing price on that date.
Amount of funds to be raisedMaximum estimated net proceeds: ¥6,812 million (total payment amount: Not disclosed)
Specific use of fundsDetails Business investment to expand the defense business / Amount ¥4,812 million / Scheduled timing of expenditures September 2026 to December 2029, Details Business investment for overseas expansion, primarily in North America / Amount ¥2,000 million / Scheduled timing of expenditures September 2026 to December 2029
Payment date8 September 2026
Intended allotteeBofA Securities Co., Ltd. (purchase underwriting). Offering in overseas markets
Dilution RateApproximately 24.5% of the total number of issued shares before the issuance (4,800,000 shares ÷ 19,572,474 shares)
Total number of issued shares19,572,474 shares → 24,372,474 shares(Approximately 24.5%)
Basis for determining the amount to be paidBased on the closing price on the Tokyo Stock Exchange on the pricing determination date, or the closing price on the most recent trading day if there is no closing price on that date, the indicative price range will be set at 0.90 to 1.00 times that price and the final price will be determined through a book-building process, taking demand conditions and other factors into account.
Transfer restriction periodA lock-up period applicable to the company and Representative Director and Co-CEO Hayakawa Kensuke (早川研介), beginning on the pricing determination date and ending on the 180th day counted from the payment date. However, the stated exemptions apply.
Underwriter / lead underwriterBofA Securities Co., Ltd.
Procedures under the Corporate Code of ConductResolution of the Board of Directors dated 24 August 2026. Details regarding obtaining an independent third-party opinion and confirming shareholder intent: Not disclosed
Most recent equity financingTiming Payment made on 29 November 2023 / Type Issuance of new shares through an international public offering / Amount ¥1,317,165,000 (estimated net proceeds: ¥1,291,369,000), Timing Payment made on 10 January 2025 / Type Issuance of the second series of unsecured convertible bonds with stock acquisition rights through a private placement / Amount ¥1,500,000,000 (estimated net proceeds: ¥1,480,000,000), Timing Payment made on 3 September 2025 / Type Issuance of new shares through the first private placement under the share issuance program / Amount ¥499,990,320 (estimated net proceeds: ¥455,590,320), Timing Allotment made on 3 September 2025 / Type Issuance of stock acquisition rights through the first private placement under the share and stock acquisition rights issuance program / Amount Expected proceeds: ¥547,477,510, Timing Payment made on 22 September 2025 / Type Issuance of new shares through the second private placement under the share issuance program / Amount ¥499,985,640 (estimated net proceeds: ¥455,590,320), Timing Allotment made on 22 September 2025 / Type Issuance of stock acquisition rights through the second private placement under the share and stock acquisition rights issuance program / Amount Expected proceeds: ¥547,225,020, Timing Payment made on 14 October 2025 / Type Issuance of new shares through the third private placement under the share issuance program / Amount ¥499,995,000 (estimated net proceeds: ¥455,590,320), Timing Allotment made on 14 October 2025 / Type Issuance of stock acquisition rights through the third private placement under the share and stock acquisition rights issuance program / Amount Expected proceeds: ¥547,147,916
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending December 2026 is currently under review. If any matters requiring disclosure arise, the company will disclose them promptly.
Items this document does not state (13)
Total issue valueEstimated issuance expensesIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsReason for acquisition without considerationCategories 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.

In light of changes in the business environment, including the large-scale deployment and cost reduction of drones in the defense sector, technological advances in AI and autonomous control, tighter regulations in the North American market, and demand to switch from Chinese-made drones, the company will secure additional growth capital to capture growth opportunities in the defense and national security sectors and its North American business.

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Notice Regarding the Issuance of New Shares Through an Overseas Offering | ACSL Ltd. (6232) timely disclosure | Komori