Komori
Share Issuance and Disposal6278UNION TOOL CO.Machinery

Notice Regarding the Disposal of Treasury Shares and Secondary Offering

The Company will dispose of 1,800,000 treasury shares through a public offering and, depending on demand, dispose of up to an additional 270,000 shares through a third-party allotment to Nomura Securities Co., Ltd. In addition, a secondary offering of up to 270,000 shares through an over-allotment will be conducted, with the proceeds allocated to the construction of factories and expansion of production facilities.

Worth reading
59In focus
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
26920930700
Yen (upper limit of the total estimated net proceeds)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares through a public offering, Disposal of Treasury Shares Through Third-Party Allotment

Who receives how much

Public Offering 1,800,000 shares / Third-party allotment 270,000 shares (maximum)

Nomura Securities Co., Ltd.270,000 shares (maximum)

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

To be determined. The indicative price range will be determined by multiplying the closing price on the Tokyo Stock Exchange on the pricing date by 0.90 to 1.00.
Amount of funds to be raised

Total estimated net proceeds from the public offering and third-party allotment: up to ¥26,920,930,700 (the total amount to be paid in is yet to be determined)

Specific use of funds
Construction costs for Nagaoka No. 6 PlantAmount ¥4,197,000,000 / Scheduled timing of expenditures By the end of June 2027
Capital expenditures for expanding machinery and equipment, including cutting-tool manufacturing equipment, at the Mitsuke PlantAmount ¥1,953,000,000 / Scheduled timing of expenditures By the end of December 2028
Part or all of the funds required for capital expenditures to expand machinery and equipment, including cutting-tool manufacturing equipment and other production equipment, at the Nagaoka PlantAmount Remaining amount (required capital expenditures: ¥23,866,000,000) / Scheduled timing of expenditures By the end of December 2028
Research and development expenses for cutting-tool products and other products (any excess if the total estimated net proceeds exceed the total amount required for capital expenditures of ¥30,016,000,000)Amount Excess amount / Scheduled timing of expenditures By the end of December 2027
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 applicable to the Company's shareholders in connection with the public offering will begin on the pricing 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, at its discretion, waive part or all of the agreed restrictions during the lock-up period.
Offering structure
Underwriter / lead underwriter
Nomura Securities Co., Ltd.
Overallotment
Number of shares offered 270,000 shares (maximum) / Maximum number of shares in a third-party allotment 270,000 shares
Intended allottee's holding policy
The allottee plans to acquire the shares required to return the borrowed shares related to the over-allotment. It will subscribe for all or part of the third-party allotment in accordance with the number of shares it plans to acquire.
Payment date
Public offering: any one day between 21 April 2026 and 23 April 2026 (depending on the terms, 21, 22 or 23 April 2026). Third-party allotment: 20 May 2026
Basis for determining the amount to be paid
The indicative price range will be determined by multiplying the closing price for regular trading on the Tokyo Stock Exchange on the pricing date by 0.90 to 1.00, or, if there is no closing price on that date, the closing price on the most recent preceding trading day. The maximum discount is 10%.
Impact on Business Performance
The Company believes that allocating the proceeds from this financing to the uses described above will contribute to the medium- to long-term growth of the Group and strengthen its financial base.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a public offering, Disposal of Treasury Shares Through Third-Party Allotment
Number of shares to be issued or disposed ofPublic Offering 1,800,000 shares / Third-party allotment 270,000 shares (maximum)
Issue price and disposal priceTo be determined. The indicative price range will be determined by multiplying the closing price on the Tokyo Stock Exchange on the pricing date by 0.90 to 1.00.
Amount of funds to be raisedTotal estimated net proceeds from the public offering and third-party allotment: up to ¥26,920,930,700 (the total amount to be paid in is yet to be determined)
Specific use of fundsDetails Construction costs for Nagaoka No. 6 Plant / Amount ¥4,197,000,000 / Scheduled timing of expenditures By the end of June 2027, Details Capital expenditures for expanding machinery and equipment, including cutting-tool manufacturing equipment, at the Mitsuke Plant / Amount ¥1,953,000,000 / Scheduled timing of expenditures By the end of December 2028, Details Part or all of the funds required for capital expenditures to expand machinery and equipment, including cutting-tool manufacturing equipment and other production equipment, at the Nagaoka Plant / Amount Remaining amount (required capital expenditures: ¥23,866,000,000) / Scheduled timing of expenditures By the end of December 2028, Details Research and development expenses for cutting-tool products and other products (any excess if the total estimated net proceeds exceed the total amount required for capital expenditures of ¥30,016,000,000) / Amount Excess amount / Scheduled timing of expenditures By the end of December 2027
Payment datePublic offering: any one day between 21 April 2026 and 23 April 2026 (depending on the terms, 21, 22 or 23 April 2026). Third-party allotment: 20 May 2026
Intended allotteeName Nomura Securities Co., Ltd. / Category Third-party allotment / Number of Shares 270,000 shares (maximum)
Intended allottee's holding policyThe allottee plans to acquire the shares required to return the borrowed shares related to the over-allotment. It will subscribe for all or part of the third-party allotment in accordance with the number of shares it plans to acquire.
Basis for determining the amount to be paidThe indicative price range will be determined by multiplying the closing price for regular trading on the Tokyo Stock Exchange on the pricing date by 0.90 to 1.00, or, if there is no closing price on that date, the closing price on the most recent preceding trading day. The maximum discount is 10%.
Transfer restriction periodThe lock-up period applicable to the Company's shareholders in connection with the public offering will begin on the pricing 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, at its discretion, waive part or all of the agreed restrictions during the lock-up period.
Underwriter / lead underwriterNomura Securities Co., Ltd.
OverallotmentNumber of shares offered 270,000 shares (maximum) / Maximum number of shares in a third-party allotment 270,000 shares
Impact on Business PerformanceThe Company believes that allocating the proceeds from this financing to the uses described above will contribute to the medium- to long-term growth of the Group and strengthen its financial base.
Items this document does not state (14)
Total issue valueEstimated issuance expensesDilution RateTotal number of issued sharesExercise 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 ConductMost recent equity financingMajor 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 raise funds for capital expenditures aimed at expanding production capacity and improving production efficiency in order to meet strong demand for high-end PCB drills.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares and Secondary Offering | UNION TOOL CO. (6278) timely disclosure | Komori