Worth reading
94Important
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
1274420000
Japanese yen (approximate net proceeds)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of Stock Acquisition Rights with Provisions for Adjustment of the Exercise Price through a Third-Party Allotment
Who receives how much
Potential shares: 9,600,000 (96,000 Stock Acquisition Rights, with each Stock Acquisition Right representing 100 shares)
Tokai Tokyo Securities Co., Ltd. (96,000 Stock Acquisition Rights)
The lower thin line represents the existing number of shares to which these shares will be added.
¥95 per Stock Acquisition Right (¥0.95 per share underlying the Stock Acquisition Rights)
Total issue value
¥9,120,000
Amount of funds to be raised
Total payment amount: ¥1,285,920,000; approximate net proceeds: ¥1,274,420,000
Estimated issuance expenses
Approximately ¥11,500,000
Specific use of funds
Investment in facility renewalsAmount ¥1,020 million / Scheduled timing of expenditures August 2026 to August 2028
Investment in the construction of a new laboratoryAmount ¥254 million / Scheduled timing of expenditures December 2026 to December 2028
Existing Shares and Increase
+19.65%Rate of increase
48,849,935 shares58,449,935Shares
A maximum of 19.65% of the total shares issued and 19.94% of the total voting rights
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
Exercise price
Initially ¥133. The exercise price will be adjusted to 90% of the closing price on the trading day immediately preceding the effective date of each exercise request. The ordinary minimum exercise price is ¥94, and the minimum exercise price may be adjusted within a range of ¥67 to ¥133.
Exercise period
Start Date 3 August 2026 / End date 2 August 2028
Number of Stock Acquisition Rights
Total issued: 96,000 Stock Acquisition Rights. Number of unexercised rights: Not disclosed.
Reason for acquisition without consideration
All Stock Acquisition Rights will be acquired for an amount equal to the payment amount if the Board of Directors resolves that acquisition is necessary, on 2 August 2028, when a resolution approving a corporate reorganization is passed, or if the Company is designated as a security under supervision, a security subject to special caution, or a security subject to delisting, or is delisted.
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
Transfers of the Stock Acquisition Rights to third parties require the approval of the Company's Board of Directors.
Conditions for lifting transfer restrictions
Any transfer requires the approval of the Company's Board of Directors, and the transferee must confirm and assume the requirements and rights and obligations under the purchase agreement, including verification of identity, confirmation that the transferee is not an antisocial force, confirmation of the source of funds for payment, and confirmation of the holding policy.
Offering structure
Underwriter / lead underwriter
Tokai Tokyo Securities Co., Ltd.
Major shareholders after the offering
As the intended allottee has not agreed to hold the Stock Acquisition Rights for the long term, the major shareholders and shareholding ratios after the offering are not stated.
Intended allottee's holding policy
The intended allottee has no intention of holding the Stock Acquisition Rights for the long term and plans to sell them in a timely and appropriate manner, taking into account trends in the share price and stock market. Transfers to third parties require the approval of the Company's Board of Directors.
Payment date
31 July 2026
Basis for determining the amount to be paid
The value of the Stock Acquisition Rights was assessed using a Monte Carlo simulation, and the issue price was set at ¥95 per right, equal to the assessed value. The exercise price was calculated based on 90% of the closing price of ¥133 on 14 July 2026.
Procedures under the Corporate Code of Conduct
As the number of voting rights will be less than 25% of the total voting rights as of the date of the issuance resolution and the transaction will not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions. The Company has obtained an assessment from a third-party valuation institution and the opinions of 3 Audit & Supervisory Board Members.
Impact on Business Performance
There will be no impact on the Company's results for the fiscal year ending March 2027.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Stock Acquisition Rights with Provisions for Adjustment of the Exercise Price through a Third-Party Allotment |
| Number of shares to be issued or disposed of | Potential shares: 9,600,000 (96,000 Stock Acquisition Rights, with each Stock Acquisition Right representing 100 shares) |
| Issue price and disposal price | ¥95 per Stock Acquisition Right (¥0.95 per share underlying the Stock Acquisition Rights) |
| Total issue value | ¥9,120,000 |
| Amount of funds to be raised | Total payment amount: ¥1,285,920,000; approximate net proceeds: ¥1,274,420,000 |
| Estimated issuance expenses | Approximately ¥11,500,000 |
| Specific use of funds | Details Investment in facility renewals / Amount ¥1,020 million / Scheduled timing of expenditures August 2026 to August 2028, Details Investment in the construction of a new laboratory / Amount ¥254 million / Scheduled timing of expenditures December 2026 to December 2028 |
| Payment date | 31 July 2026 |
| Intended allottee | Tokai Tokyo Securities Co., Ltd. (96,000 Stock Acquisition Rights) |
| Intended allottee's holding policy | The intended allottee has no intention of holding the Stock Acquisition Rights for the long term and plans to sell them in a timely and appropriate manner, taking into account trends in the share price and stock market. Transfers to third parties require the approval of the Company's Board of Directors. |
| Dilution Rate | A maximum of 19.65% of the total shares issued and 19.94% of the total voting rights |
| Total number of issued shares | 48,849,935 shares → 58,449,935 shares (if all Stock Acquisition Rights are exercised)（19.65％） |
| Basis for determining the amount to be paid | The value of the Stock Acquisition Rights was assessed using a Monte Carlo simulation, and the issue price was set at ¥95 per right, equal to the assessed value. The exercise price was calculated based on 90% of the closing price of ¥133 on 14 July 2026. |
| Exercise price | Initially ¥133. The exercise price will be adjusted to 90% of the closing price on the trading day immediately preceding the effective date of each exercise request. The ordinary minimum exercise price is ¥94, and the minimum exercise price may be adjusted within a range of ¥67 to ¥133. |
| Exercise period | Start Date 3 August 2026 / End date 2 August 2028 |
| Number of Stock Acquisition Rights | Total issued: 96,000 Stock Acquisition Rights. Number of unexercised rights: Not disclosed. |
| Transfer restriction period | Transfers of the Stock Acquisition Rights to third parties require the approval of the Company's Board of Directors. |
| Conditions for lifting transfer restrictions | Any transfer requires the approval of the Company's Board of Directors, and the transferee must confirm and assume the requirements and rights and obligations under the purchase agreement, including verification of identity, confirmation that the transferee is not an antisocial force, confirmation of the source of funds for payment, and confirmation of the holding policy. |
| Reason for acquisition without consideration | All Stock Acquisition Rights will be acquired for an amount equal to the payment amount if the Board of Directors resolves that acquisition is necessary, on 2 August 2028, when a resolution approving a corporate reorganization is passed, or if the Company is designated as a security under supervision, a security subject to special caution, or a security subject to delisting, or is delisted. |
| Underwriter / lead underwriter | Tokai Tokyo Securities Co., Ltd. |
| Procedures under the Corporate Code of Conduct | As the number of voting rights will be less than 25% of the total voting rights as of the date of the issuance resolution and the transaction will not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions. The Company has obtained an assessment from a third-party valuation institution and the opinions of 3 Audit & Supervisory Board Members. |
| Major shareholders after the offering | As the intended allottee has not agreed to hold the Stock Acquisition Rights for the long term, the major shareholders and shareholding ratios after the offering are not stated. |
| Impact on Business Performance | There will be no impact on the Company's results for the fiscal year ending March 2027. |
Items this document does not state (5)
Categories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split RatioMost recent equity financing
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 invest in the renewal and expansion of production facilities, including the brass processing plant, and in the construction of a new laboratory, thereby improving production efficiency and processing precision, establishing a framework for increased production, and strengthening the earnings base over the medium to long term.
How to read this page
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