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Share Issuance and Disposal6264Marumae Co.,Ltd.Machinery

Notice Concerning the Issuance of New Shares, Disposal of Treasury Shares and Secondary Offering of Shares

The Company resolved to issue 2,000,000 new shares through a public offering, dispose of 700,000 treasury shares, issue 540,000 new shares through a third-party allotment, and conduct a secondary offering of shares. The funds raised are expected to be used for investments in production facilities and repayment of long-term borrowings.

Worth reading
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
5849528800
Yen (maximum aggregate estimated net proceeds)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares through a public offering (domestic offering), Disposal of treasury shares through a public offering, Issuance of new shares through a third-party allotment (the third-party allotment), Secondary offering of shares (secondary offering through purchase and underwriting by the underwriters), Secondary offering (secondary offering through over-allotment)

発行・処分する株式数

New shares 2,000,000 shares through the public offering and 540,000 shares through the third-party allotment (maximum) / Treasury shares 700,000 shares

Intended allottee
Public offering A broad range of investors / Third-party allotment Name SMBC Nikko Securities Inc. / Number of Shares 540,000 shares (maximum)
To be determined on the pricing date. The indicative price range will be calculated by applying 0.90 to 1.00 to the closing price on the Tokyo Stock Exchange, with the final price determined after taking demand and other factors into consideration.
Amount of funds to be raised

Maximum total estimated net proceeds of ¥5,849,528,800 from the public offering and the third-party allotment. The individual breakdowns of the total issue price and estimated net proceeds are Not disclosed

Specific use of funds
Acquisition of production facilities and investment in production facilities for the precision components businessAmount ¥2,000,000,000 / Scheduled timing of expenditures By August 2028
Production facilities and factory renovation for the functional materials businessAmount ¥1,500,000,000 / Scheduled timing of expenditures By August 2028
Repayment of Long-Term BorrowingsAmount ¥2,349,528,800 / Scheduled timing of expenditures By August 2027
Existing Shares and Increase
+9.73%Rate of increase
26,106,000 shares28,646,000Shares

Approximately 9.73% at maximum (2,540,000 new shares ÷ 26,106,000 issued shares as of 8 May 2026)

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 will begin on the pricing date and end on the 180th day from the settlement date of the public offering and related transactions.
Conditions for lifting transfer restrictions
With the prior written consent of SMBC Nikko Securities Inc. SMBC Nikko Securities Inc. may waive part or all of the agreement or shorten the period.
Offering structure
Underwriter / lead underwriter
An underwriting syndicate led by SMBC Nikko Securities Inc.
Overallotment
Up to 540,000 shares in the secondary offering and up to 540,000 shares in the third-party allotment
Stock Split RatioA two-for-one stock split, effective 1 April 2026
Intended allottee's holding policy
The third-party allotment subscriber is expected to make payment for the purpose of returning the borrowed shares related to the over-allotment. The selling shareholder, Shunichi Maeda (前田俊一), and shareholder, Misako Maeda (前田美佐子), will be subject to a lock-up through the 180th day from the settlement date.
Payment date
Public offering Any day between 25 May 2026 and 26 May 2026 / Third-party allotment Any day between 22 June 2026 and 23 June 2026
Basis for determining the amount to be paid
The indicative price range will be calculated by applying 0.90 to 1.00 to the closing price on the Tokyo Stock Exchange on the pricing date, or, if there is no closing price on that date, the closing price on the most recent trading day. The discount range is up to 10%.
Procedures under the Corporate Code of Conduct
Resolved at the Board of Directors meeting held on 8 May 2026. Not disclosed regarding obtaining an opinion from an independent third party and confirming shareholders' intentions
Most recent equity financing
No applicable matters.
Impact on Business Performance
The Company believes that applying the funds raised to the stated uses will contribute to further enhancing its corporate value.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a public offering (domestic offering), Disposal of treasury shares through a public offering, Issuance of new shares through a third-party allotment (the third-party allotment), Secondary offering of shares (secondary offering through purchase and underwriting by the underwriters), Secondary offering (secondary offering through over-allotment)
Number of shares to be issued or disposed ofNew shares 2,000,000 shares through the public offering and 540,000 shares through the third-party allotment (maximum) / Treasury shares 700,000 shares
Issue price and disposal priceTo be determined on the pricing date. The indicative price range will be calculated by applying 0.90 to 1.00 to the closing price on the Tokyo Stock Exchange, with the final price determined after taking demand and other factors into consideration.
Amount of funds to be raisedMaximum total estimated net proceeds of ¥5,849,528,800 from the public offering and the third-party allotment. The individual breakdowns of the total issue price and estimated net proceeds are Not disclosed
Specific use of fundsDetails Acquisition of production facilities and investment in production facilities for the precision components business / Amount ¥2,000,000,000 / Scheduled timing of expenditures By August 2028, Details Production facilities and factory renovation for the functional materials business / Amount ¥1,500,000,000 / Scheduled timing of expenditures By August 2028, Details Repayment of Long-Term Borrowings / Amount ¥2,349,528,800 / Scheduled timing of expenditures By August 2027
Payment datePublic offering Any day between 25 May 2026 and 26 May 2026 / Third-party allotment Any day between 22 June 2026 and 23 June 2026
Intended allotteePublic offering A broad range of investors / Third-party allotment Name SMBC Nikko Securities Inc. / Number of Shares 540,000 shares (maximum)
Intended allottee's holding policyThe third-party allotment subscriber is expected to make payment for the purpose of returning the borrowed shares related to the over-allotment. The selling shareholder, Shunichi Maeda (前田俊一), and shareholder, Misako Maeda (前田美佐子), will be subject to a lock-up through the 180th day from the settlement date.
Dilution RateApproximately 9.73% at maximum (2,540,000 new shares ÷ 26,106,000 issued shares as of 8 May 2026)
Total number of issued shares26,106,000 shares → 28,646,000 shares(Approximately 9.73%)
Basis for determining the amount to be paidThe indicative price range will be calculated by applying 0.90 to 1.00 to the closing price on the Tokyo Stock Exchange on the pricing date, or, if there is no closing price on that date, the closing price on the most recent trading day. The discount range is up to 10%.
Transfer restriction periodThe lock-up period will begin on the pricing date and end on the 180th day from the settlement date of the public offering and related transactions.
Conditions for lifting transfer restrictionsWith the prior written consent of SMBC Nikko Securities Inc. SMBC Nikko Securities Inc. may waive part or all of the agreement or shorten the period.
Underwriter / lead underwriterAn underwriting syndicate led by SMBC Nikko Securities Inc.
OverallotmentUp to 540,000 shares in the secondary offering and up to 540,000 shares in the third-party allotment
Stock Split RatioA two-for-one stock split, effective 1 April 2026
Procedures under the Corporate Code of ConductResolved at the Board of Directors meeting held on 8 May 2026. Not disclosed regarding obtaining an opinion from an independent third party and confirming shareholders' intentions
Most recent equity financingNo applicable matters.
Impact on Business PerformanceThe Company believes that applying the funds raised to the stated uses will contribute to further enhancing its corporate value.
Items this document does not state (9)
Total issue valueEstimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationMajor 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.

The purposes are to increase production capacity in the semiconductor and FPD fields and the consumables field, repay long-term borrowings, strengthen the financial base, improve the distribution of shares, and enhance liquidity.

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Notice Concerning the Issuance of New Shares, Disposal of Treasury Shares and Secondary Offering of Shares | Marumae Co.,Ltd. (6264) timely disclosure | Komori